UUV Aquabotix Limited
Annual Report 2023

Plain-text annual report

One Click Group Limited Appendix 4E Preliminary final report Name of entity: One Click Group Limited ABN: 52 616 062 072 Reporting period: Year ended 31 December 2023 Previous period: Year ended 31 December 2022 Results for announcement to the market Revenues from ordinary activities Loss from ordinary activities after tax attributable to the owners of One Click Group Limited up 138% Down 62% to to $000 3,853 (2,599) Loss for the year attributable to the owners of One Click Group Limited Down 62% to (2,599) Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The operating loss for the Company after providing for income tax amounted to $2,599,477 (31 December 2021: loss of $6,907,854). Net tangible assets Net tangible assets per ordinary security (cents) Reporting period Cents Previous period Cents 0.16 0.36 Attachments Additional Appendix 4E disclosure requirements can be found in the directors’ report and the 31 December 2023 financial statements and accompanying notes. This report is based on the financial statements which have been audited by RSM Australia Partners. Signed ___________________________ Winton Willesee Director 28 February 2024 ONE CLICK GROUP LIMITED ACN 616 062 072 ANNUAL REPORT - 31 DECEMBER 2023 CONTENTS CORPORATE DIRECTORY DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDIT REPORT ASX ADDITIONAL INFORMATION PAGE 3 4 28 29 30 31 33 34 65 66 69 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 2 CORPORATE DIRECTORY DIRECTORS COMPANY SECRETARY REGISTERED OFFICE PRINCIPAL PLACE OF BUSINESS AUDITORS SOLICITORS SHARE REGISTRY HOME EXCHANGE Russell Baskerville (Non-Executive Chairman) Mark Waller (Managing Director) Winton Willesee (Non-Executive Director) Nathan Kerr (Executive Director) Erlyn Dawson Suite 5 CPC, 145 Stirling Highway NEDLANDS WA 6009 Telephone: (08) 9389 3160 Website: https://oneclickgroup.com.au/ Email: hello@oneclicklife.com.au 57 Forrest Street Subiaco WA 6008 RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000 Steinepreis Paganin Level 4, 16 Milligan Steet Perth WA 6000 Computershare Investor Services Pty Limited Level 11,172 St Georges Terrace PERTH WA 6000 Telephone: (08) 6188 0800 Australian Securities Exchange Ltd Exchange Plaza Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000 ASX Code: 1CG and ICGOA ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 3 DIRECTORS’ REPORT The Directors present their report together with the financial report of One Click Group Limited and its controlled entities (Group) for the financial year ended 31 December 2023 and the Auditor’s Report thereon. BOARD OF DIRECTORS The names and details of the Directors in office during the financial period and until the date of this report are set out below.  Russell Baskerville Non-Executive Chairman  Mark Waller Managing Director  Winton Willesee Non-Executive Director  Nathan Kerr Executive Director PRINCIPAL ACTIVITIES The principal activities of the Group during the financial year were providing online taxation preparation (and other life administration) software and services in Australia, offering a range of other financial services. DIVIDENDS PAID OR RECOMMENDED The Directors of the Company do not recommend the payment of a dividend in respect of the current financial year ended 31 December 2023 (2022: Nil). OPERATING RESULTS The consolidated Group’s net loss after providing for income tax for the year ended 31 December 2023 amounted to $2,599,477 (31 December 2022: $6,907,854). REVIEW OF OPERATIONS 2023 marked the first full financial year of being ASX listed for One Click Group. Since listing the Company has continued to execute on it’s business plan. In it’s first full year of being listed the business was able to materially grow revenues to $3.9m which is 2.4 times the 2022 revenue of $1.6m. Importantly the revenue at this level covers the running costs of the Company excluding marketing costs which are designed to increase revenue further. This is demonstrating the scalability of the business model employed by the Company. One Click Group consists of two fintech platforms; One Click Life and One Click Verify. One Click Life www.oneclicklife.com.au One Click Life is creating a financial hub for individuals to manage all their life’s finances in a simple, low-cost format from their mobile phone. One Click Life has over 120k registered users and growing rapidly with user numbers increasing by almost 55k users last calendar year. One Click Verify www.oneclickverify.com.au One Click Verify is a digital identity verification platform allowing businesses to digitally identity their customers as part of an onboarding or transaction process. One Click Verify has a growing number of customers using the platform to digitally identify their clients. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 4 DIRECTORS’ REPORT Financial Review The key focus of 2023 was increasing the registered user numbers on the One Click Life platform and generating revenue from both existing and new users through the completion of an online tax return. During this time we were also able to focus on expanding the product suite and commence building out annuity revenue streams through additional products offered on the One Click Life platform and the One Click Verify platform. This has seen revenue expand to a record $3.9m in 2023 ($1.6m 2022). Operating expenses for 2023 totalled $3.4m creating a $0.5m operating margin before marketing expenses for the year. Marketing expenses for 2023 totalled $2.3m. Importantly with the marketing efforts we were able to grow revenue by $2.3m when compared to 2022. The resultant EBITDA loss was $1.9m in 2023. Revenue Operating Expenses Margin After Opex Marketing Expenses EBITDA/(Loss) $(‘000) 3,853 3,401 452 2,347 (1,895) The financial summary above further validates the business model employed by the Company. That is to continue to increase revenue via marketing spend while the business model does not require a material increase in operating expenditure each year as the products offered on the One Click Life platform are not labour intensive and are designed to be delivered in a scalable format. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 5 DIRECTORS’ REPORT One Click Life One Click Life is creating a financial hub for individuals to manage all their life’s finances in a simple, low-cost format from their mobile phone. We will continue to expand the products available on the One Click Life platform. The aim in bringing new products to market is to allow our customers to manage all of their financial lives in a simple, low-cost format from their mobile phones. We will also continue to optimise the suite of products already available on the One Click Life platform in an ongoing continuous improvement cycle. One Click Life is designed with three core modules, our competencies. Module 1 Individual Tax Returns. Our tax products are mature and are the reason most new users register on the one Click Life platform. We will continue to invest in the quality of this product given the opportunity we have to impress our customers in their first interaction with us. Module 2 is our Lending competency. This commenced generating revenue in the June quarter of 2023. The product is now receiving regular personal loan, car finance and mortgage applications solely from the platform’s existing user base. We will continue to improve the products available within this module and we anticipate this will continue to contribute towards improving Average Revenue Per User on the platform. Module 3, under construction, is Financial Services and is set to be the third core competency of the One Click Life platform. This will encompass superannuation, investing and associated products and services. Work has commenced to create this competency and we currently derive small amounts of revenue from the products that are live in this module. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 6 DIRECTORS’ REPORT Across the One Click Life platform we seeing a rapid growth in user numbers as well as Average Revenue Per User (ARPU) and subsequently revenue. In 2023 we saw user numbers grow by almost 55k with ARPU growing from $25 to $32 in the space of 12 months as a result of the introduction of new products to the One Click Life platform. The continuing expansion of both the products available on the platform and the users on the platform is expected to continue to grow the revenue for this platform. One Click Verify In response to the requirement for the One Click Life platform to identify its tax customers, during its development phase, the Company established a digital identity verification product within the One Click Life platform. Upon developing a very succinct customer onboarding process, it was decided to replicate this part of the One Click Life onboarding experience into its own platform, One Click Verify, capable of being commercialised. One Click Verify is an all-in-one identity verification platform that makes it simple for businesses to engage in commerce with their customers digitally via mobile, desktop or PC, in Australia or overseas. One Click Verify is a comprehensive and secure way to comply with Know Your Customer (KYC) and Anti-money laundering (AML) obligations when onboarding or transacting with a client. One Click Verify is designed to completely automate your organisation’s identity verification and AML program requirements from first customer contact via phone, email and or face to face through to finalising a commercial engagement. One Click Verify is IRESS XPlan integrated for digital identification of clients in the financial services industry. The solution is designed for seamless and secure transfer of client information in a simple process without having to store client data or identity documents. One Click Verify is an approved Gateway Service Provider connected to Department of Home Affairs (Attorney General’s Office) and the ATO enabling speedy verification of identity document information inclusive of biometrics liveness and likeness check. One Click Verify is one of the only Australian Gateway Service Providers to be IRAP certified by the Australian Signals Directorate. One Click Verify enables businesses to engage with clients overseas, quickly identifying them using passport and biometric liveness and likeness check creating a global solution for a customer’s client base identity verification requirements. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 7 DIRECTORS’ REPORT The focus for continuing commercialisation of One Click Verify is expanding the integrations available and continuing to grow the number of customers using the platform to digitally identify their clients. During 2023 the Company launched and commenced growing the number of users on the One Click Verify platform. This activity is continuing to build transaction volume and with it an annuity revenue stream. The platforms charge model is a transaction charge (an identity verification) on the platform. Sales efforts are split between expanding the number of customers using the platform as well as targeting integrations with other platforms to assist with the distribution of the products available on the platform. For more information on the One Click Verify platform: https://oneclickverify.com.au/ The Company would like to thank all the shareholders who have supported the Company through the year during the commercialising its One Click Life and one Click Verify platforms. The Board looks forward to continuing to keep you updated regularly with news in the year ahead. MATERIAL BUSINESS RISK As a Company in its growth phase, the Company’s operations have historically been loss making as it deploys capital to marketing and development and seeks to grow its user base and expand its product offering. The Company is striving towards its operations being profitable in future financial periods without the need to raise more capital, however, there is always a risk that this may not occur. If the Company requires to raise additional capital this could be dilutive to current shareholders. If the Company requires capital and is unable to secure additional funding, this could delay, suspend or reduce the scope of the Company’s business strategy and could have a material adverse effect on the Company’s operating and financial performance. The ongoing success of the Company will depend on its continued relationships with existing customers. The Company puts considerable effort into maintaining a high-quality product that its customers find simple to use. The ongoing use of this product and payments of fees to the Company are important for its continued success. The Company attracts new customers via its marketing efforts and has been able to scale up marketing efforts at a commercial cost point to date. If the Company can no longer achieve this its business model will be at risk. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 8 DIRECTORS’ REPORT SIGNIFICANT CHANGES IN STATE OF AFFAIRS Other than detailed in the review of operations, there were no other significant changes in the state of affairs of the Company during the financial year. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR No matter or circumstances have arisen since 31 December 2023 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. AGM The Company will hold its next Annual General Meeting (‘AGM’) on 22 May 2024. In accordance with ASX Listing Rule 3.13.1, the closing date for the receipt of nominations from persons wishing to be considered for election as a director of the Company is 2 April 2024. Any nominations must be received in writing no later than 5.00pm (WST) on 2 April 2024 at the Company’s registered office. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity. ENVIRONMENTAL REGULATION The Company is not subject to any significant environmental regulation under Australian Commonwealth or State law. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 9 DIRECTORS’ REPORT BOARD OF DIRECTORS Russell Baskerville – Non-Executive Chairman Experience and Expertise Russell has over twenty years of experience as a corporate leader in technology, consulting, IT and corporate transactions. Mr Baskerville was a founder, the Managing Director and CEO of Empired Limited and over 15 years built the company into one of the largest and most respected digital services firms across Australia and New Zealand. From a small office in Perth, Western Australia, Mr Baskerville guided the company through an IPO on the ASX, led multiple public capital raisings, negotiated and integrated multiple acquisitions and was a key leader in strategies to secure multiple $100m plus corporate and government contracts. Over this period, the company developed operations across 3 countries, employing over 1,200 full time staff with FY22 run-rate revenue of approximately $240m per annum delivering technology services to some of the largest corporate and government organisations in the world. In late 2021, Empired Limited undertook a scheme of arrangement to effect a public takeover for nearly $250m by Capgemini, the second largest consulting company in the world. Mr Baskerville brings extensive experience in leadership, technology / digital business models, entrepreneurial growth strategies, corporate transactions and corporate governance. Other Current Directorships Former Directorships in last 3 years Special Responsibilities Interests in Shares and Options Non-Executive Chairman of Elmore Ltd (ASX:ELE) Managing Director of Empired Limited (ASX:EPD delisted 17 November 2021) Non-Executive Chairman 15,291,490 Ordinary Shares 14,665,717 Ordinary Shares (escrowed) 2,139,802 Listed Options ($0.03 options expiring 17 November 2026) 2,666,667 Unlisted Options ($0.025 options expiring 21 June 2026) 1,500,000 Class A Performance Rights (escrowed) 1,500,000 Class B Performance Rights (escrowed) 1,333,333 Class C Performance Rights Mark Waller – Managing Director Experience and Expertise Mark’s experience is largely in the technology and financial services sectors. He has experience in listing a company, M&A and capital raisings. He has a degree in Commerce majoring in Law and Accounting and is a CPA. Mark’s core skill is in strategy setting and driving businesses towards achieving that strategy. Mark worked for a small firm in public practice before moving to Ernst & Young in 2002. Mark then moved overseas establishing his own business in the construction industry which he ran for eighteen months before selling the business and moving back to Perth. From 2005 to 2016, Mark was the Chief Financial Officer and Company Secretary of listed company Empired Ltd (ASX:EPD). Major achievements at Empired included growing the business from 20 to nearly 1,000 people and expanding from WA to every state in Australia as well as Singapore, New Zealand and North America, growing revenue from $2m to $160m ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 10 DIRECTORS’ REPORT (while maintaining an average 10% profit margin throughout such growth) and listing the company on ASX in 2007. The company was recently acquired for $233m. In 2017, Mark and his business partner started Forrest Private Wealth via the acquisition of three businesses. Forrest Private Wealth is a growing wealth management business with over $150m in funds under management and over 500 clients Australia wide. Other Current Directorships None Former Directorships in last 3 years None Special Responsibilities Interests in Shares and Options Managing Director 42,338,072 Ordinary Shares 21,949,930 Ordinary Shares (escrowed) 9,000,000 Class A Performance Rights (escrowed) 9,000,000 Class B Performance Rights (escrowed) 7,988,502 Listed Options ($0.03 options expiring 17 November 2026) 5,333,334 Unlisted Options ($0.025 options expiring 21 June 2026) 1,333,333 Class C Performance Rights 1,333,333 Class D Performance Rights Winton Willesee – Non-Executive Director Experience and Expertise Mr Willesee is an experienced company director and secretary with over 20 years’ experience in various roles within the Australian capital markets. Mr Willesee has considerable experience with ASX listed and other companies over a broad range of industries having been involved with many successful ventures from early stage through to large capital development projects. He has a core expertise in strategy, company development, corporate governance, company public listings, merger and acquisition transactions and corporate finance. Mr Willesee holds a Master of Commerce, a Post-Graduate Diploma in Business (Economics and Finance), a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in Applied Corporate Governance, a Graduate Diploma in Education and a Bachelor of Business. He is a Fellow of the Financial Services Institute of Australasia, a Graduate of the Australian Institute of Company Directors, a Member of CPA Australia and a Fellow of the Governance Institute of Australia and the Institute of Chartered Secretaries and Administrators/Chartered Secretary. Other Current Directorships Non-Executive Director of Nanollose Limited (ASX:NC6) Non-Executive Director of Neurotech International Limited (ASX:NTI) Former Directorships in last 3 years Non-Executive Chairman of New Zealand Coastal Seafoods Limited (ASX:NZS) (resigned 10 March 2023) Non-Executive Director and Interim Chairman of Bridge SaaS Limited (ASX:BGE) (resigned 18 January 2024) Non-Executive Director of Hygrovest Ltd (ASX:HGV) (resigned 20 March 2023) Non-Executive Director of eSense Lab Ltd (ASX:ESE) (resigned 21 September 2021) ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 11 DIRECTORS’ REPORT Interests in Shares and Options 6,673,946 Ordinary Shares 476,711 Listed Options ($0.03 options expiring 17 November 2026) 2,666,667 Unlisted Options ($0.025 options expiring 21 June 2026) 1,333,333 Class C Performance Rights Nathan Kerr – Executive Director Experience and Expertise As a national award-winning Business Development Manager, entrepreneur and finance professional, Nathan’s difference comes from his desire to create fuss-free financial products and services for everyone. Nathan sits on a number of ATO national councils including the Practitioner Lodgement Services Working Group, the Tax Profession Digital Implementation Group and the Tax Practitioner Stewardship Group & BAS Agent Association Group. After working in banking and finance for over 10 years, Nathan started up ‘Just FSG’ in 2012 to create a fuss-free accounting practice which provided quality service at an affordable price. He started the business under the Pop Up Tax Shop and Just FSG trading names from a small base in WA and grew it to a national presence lodging in excess of 15,000 individual tax returns a year and managing over 80 accountants. In December 2014, Nathan exited Just FSG and Pop Up Tax Shop to establish the OneClick brand. Nathan has worked with the ATO to create the ultimate fuss-free accounting solutions and has been granted 4 patents for straight through processing of tax returns. In October 2019, proof of concept was established with the successful lodgement of data between OneClick software and the Other Current Directorships Former Directorships in last 3 years Interests in Shares and Options Nil Nil 11,219,125 Ordinary Shares 13,846,806 Ordinary Shares (escrowed) 5,333,334 Unlisted Options ($0.025 options expiring 21 June 2026) 9,000,000 Class A Performance Rights (escrowed) 9,000,000 Class B Performance Rights (escrowed) 1,333,333 Class C Performance Rights 1,333,333 Class D Performance Rights ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 12 DIRECTORS’ REPORT COMPANY SECRETARY Erlyn Dawson – Company Secretary Experience and Expertise Mrs Dawson is an experienced corporate professional with a broad range of corporate governance and capital markets experience, having been involved with several public company listings, merger and acquisition transactions and capital raisings for ASX-listed companies across a diverse range of industries. Mrs Dawson began her career in corporate recovery and restructuring at Ferrier Hodgson and is now the Managing Director of corporate services firm, Azalea Consulting, which provides outsourced company secretarial, accounting and administration services to a portfolio of ASX-listed companies. Mrs Dawson holds a Bachelor of Commerce (Accounting and Finance) and a Graduate Diploma in Applied Corporate Governance. She is a member of the Governance Institute of Australia/Chartered Secretary. DIRECTORS’ MEETINGS Attendances by each Director during the year were as follows: Director Russell Baskerville Mark Waller Winton Willesee Nathan Kerr Number Eligible to Attend Number Attended 9 9 9 9 9 9 9 8 Eligible: represents the number of meetings held during the time the director held office. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 13 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● ● ● ● ● Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● ● ● ● competitiveness and reasonableness; acceptability to shareholders; performance linkage / alignment of executive compensation; and transparency. The Board, fulfilling the role of the Nomination and Remuneration Committee, is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel. The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Company. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 14 DIRECTORS’ REPORT The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by: ● ● ● having value creation and capital growth in advance of economic profit as a core component of plan design; focusing on sustained growth in shareholder wealth, consisting of growth in share price and eventually dividends, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and attracting and retaining high calibre executives. Additionally, the reward framework should seek to enhance executives' interests by: ● ● ● rewarding capability and experience; reflecting competitive reward for contribution to growth in shareholder wealth; and providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed from time to time by the Board fulfilling its role as the Nomination and Remuneration Committee. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not entitled to vote on the determination of his own remuneration. Given the nature of the Company and the more hands-on role the non-executive directors’ play in the operations of the Company non-executive directors may receive share options or other incentives. ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting, with any increase to the aggregate remuneration to be subject to shareholder approval. Executive directors’ remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework has four components: ● ● base pay and non-monetary benefits; short-term performance incentives; ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 15 DIRECTORS’ REPORT ● ● share-based payments; and other remuneration such as superannuation and long service leave The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed regularly by the Board fulfilling the role of Nomination and Remuneration Committee based on the overall performance of the Company and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other benefits where it does not create any additional costs to the Company and provides additional value to the executive. The short-term incentives ('STI') program has yet to be finalised. Once adopted it will be designed to align the targets of Company with the performance hurdles of executives. STI payments will be granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. The long-term incentives ('LTI') include equity-based payments. Equity securities are awarded to executives with vesting conditions and expiry dates aligned to the Company’s business plans and targets. The details of the current vesting conditions and targets are as follows and further detailed in the section on service agreements found below. There are currently no outstanding unissued Options or Performance Rights. Options At the 2023 Annual General Meeting held on 24 May 2023, shareholders approved the issue of options to the Directors. The options were issued on 21 June 2023. Mr Russell Baskerville – 2,666,667 Options Mr Mark Waller – 5,333,334 Options Mr Winton Willesee – 2,666,667 Options Mr Nathan Kerr – 5,333,334 Options ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 16 DIRECTORS’ REPORT Performance Rights Pursuant to Shareholder approval at the Company’s General Meeting held on 24 May 2023 the Company issued on 21 June 2023 the following Class C and Class D Performance Rights to Directors: Mr Russell Baskerville – Class C 1,333,333 Mr Mark Waller – Class C 1,333,333 and Class D 1,333,333 Mr Winton Willesee – Class C 1,333,333 Mr Nathan Kerr – Class C 1,333,333 and Class D 1,333,333 The Performance Rights, at the election of the holder, vest and convert into one share in the event that the Milestones below are achieved or a takeover event occurs. Milestones: A. Class C Performance Rights: The Company’s Shares achieving a 20-day volume weighted average price (VWAP) of $0.04 or more on or before 31 December 2024; and B. Class D Performance Rights: The Company’s Shares achieving a 20-day VWAP of $0.055 or more on or before 31 December 2024. Group performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the Group. Each key management personnel held equity securities designed to incentivise them to drive the Group’s performance in line with its business plans. A portion of any cash bonus that may be paid to executives will be directly linked to the achievement of goals designed to align with the Group’s performance. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 17 DIRECTORS’ REPORT Details of remuneration Details of the remuneration of key management personnel of the Group during the year ended 31 December 2023 are set out in the following tables. The key management personnel of the Group consisted of the following directors of One Click Group Limited: Directors Russell Baskerville Non-Executive Chairman Mark Waller Winton Willesee Nathan Kerr Managing Director Non-Executive Director Executive Director Key Management Personnel Compensation The compensation of the Group’s Key Management Personnel is disclosed below: Short term benefits Share based payments Salary and Fees ($) Bonus ($) Superannua tion ($) Annual leave ($) Options ($) Equity-settled Performance Rights ($) Total ($) Performance related 2023 Key Management Person DIRECTORS Russell Baskerville 70,000 - - - 11,862 6,960 88,822 Mark Waller 200,000 - 23,195 15,385 23,723 11,960 274,263 Winton Willesee 48,000 - - - 11,862 6,960 66,822 Nathan Kerr 200,000 - 23,195 15,385 23,723 11,960 274,263 TOTAL 518,000 - 46,390 30,770 71,170 37,840 704,170 21% 13% 28% 13% ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 18 DIRECTORS’ REPORT 2022 Key Management Person DIRECTORS Short term benefits Share based payments Salary and Fees ($) Bonus ($) Superannua tion ($) Annual leave ($) Options ($) Equity-settled Performance Rights ($) Total ($) Performance related Russell Baskerville¹ 20,611 - - - - 60,000 80,611 Mark Waller² 53,846 - 5,654 4,624 - 360,000 424,124 Winton Willesee 60,750 - - - - - 60,750 74% 85% - Nathan Kerr³ 54,423 - 5,714 4,624 - 360,000 424,761 85% Erlyn Dawson * 25,500 - - - - - 25,500 James Bahen * 25,500 - - - - - 25,500 TOTAL 240,630 - 11,368 9,248 - 780,000 1,041,246 - - * Resigned 15 September 2022 ¹ Russell Baskerville was appointed Non- Executive chairman on 15 September 2022 ² Mark Waller was appointed Managing Director on 15 September 2022 ³ Nathan Kerr was appointed Executive Director on 15 September 2022 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 19 DIRECTORS’ REPORT Service Agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Title: Agreement commenced: Term of agreement: Notice period: Details: Name: Title: Agreement commenced: Term of agreement: Notice period: Details: Mark Waller Managing Director 27 September 2022 the date upon which the Company was re-admitted to the official list of the ASX No fixed term 6 months The remuneration of Mr Mark Waller is $200,000 per year plus statutory superannuation. Nathan Kerr Executive Director 27 September 2022 the date upon which the Company was re-admitted to the official list of the ASX No fixed term 6 months The remuneration of Mr Nathan Kerr is $200,000 per year plus statutory superannuation. Following the end of the period the Board has put in place an STI award package for the 2024 financial year for its two executive directors. The STI award is a payment of $50,000 each with the milestones required to access the award being a. 50% of the payment accessible should the Company’s revenue be $7 million or greater for the 2024 financial year and b. 50% of the payment accessible should the Company’s EBITDA for the 2024 financial year be positive including accruing for the STI awards. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 20 DIRECTORS’ REPORT Share-based compensation Options During the year Options were granted to the Group’s Directors. The assessed fair value of these Options was determined using the Black-Scholes option valuation model with the following inputs: Input Number of options issued Grant date share price Exercise price Expected volatility Option life Expiry Interest rate Valuation Expensed in the period 1CGOP3 OPTIONS 16,000,002 $0.011 $0.025 90% 3 years 21/06/2026 3.34% $71,169 $71,169 All options were granted over unissued fully paid ordinary shares in the Company. The options do not have any vesting conditions and are exercisable by the holder as from the issue date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise. Performance Rights During the year Performance Rights were granted to the Group’s Directors. The assessed fair value of these Performance Rights was determined using the following inputs: Input Class C Class D Total Number of performance rights 5,333,332 2,666,666 7,999,998 Fair value Grant date Vesting date Expiry date $0.0052 $0.0038 24/05/2023 24/05/2023 - - 31/12/2024 31/12/2024 Expensed in the financial year ended 31 December 2023 $27,840 $10,000 $37,840 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 21 DIRECTORS’ REPORT The Class C Performance Rights vest upon The Company’s Shares achieving a 20-day volume weighted average price (VWAP) of $0.04 or more on or before 31 December 2024; and The Class D Performance Rights vest upon The Company’s Shares achieving a 20-day VWAP of $0.055 or more on or before 31 December 2024. Performance Rights are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such performance rights. Additional disclosures relating to key management personnel Shareholdings: The number of Shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Name Directors Balance at start of the year Acquired Disposed Balance on resignation Balance at the end of the year Russell Baskerville 22,052,605 7,904,602 Mark Waller Winton Willesee Nathan Kerr Total 39,231,976 25,056,026 5,720,525 953,421 25,065,931 - 92,071,037 33,914,049 - - - - - - - - - - 29,957,207 64,288,002 6,673,946 25,065,931 125,985,086 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 22 DIRECTORS’ REPORT Option holdings The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Name Russell Baskerville Mark Waller Winton Willesee Nathan Kerr Total Balance at start of the year Acquired as part of remuneration Other¹ Expired Balance at the end of the year Vested and exercisable - - 2,245,384 - 2,666,667 5,333,334 2,666,667 5,333,334 2,139,802 7,988,502 476,711 - - - 4,806,469 4,806,469 13,321,836 13,321,836 (2,245,384) 3,143,378 3,143,378 - 5,333,334 5,333,334 2,245,384 16,000,002 10,605,015 (2,245,384) 26,605,017 26,605,017 ¹ Free-attaching option to placement Performance Rights holdings The number of performance rights in the Group held during the financial year by each director and other members of key management personnel of the Company, including their personally related parties, is set out below: Name Russell Baskerville Mark Waller Winton Willesee Nathan Kerr Total Balance at the start of the year Issued Balance at the end of the year Vested 3,000,000 18,000,000 - 18,000,000 39,000,000 1,333,333 2,666,666 1,333,333 2,666,666 7,999,998 4,333,333 20,666,666 1,333,333 20,666,666 46,999,998 - - - - - Other transactions with key management personnel and their related parties during the financial year at disclosed in Note 27. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 23 DIRECTORS’ REPORT Additional information - performance of the Company and shareholder returns The performance of the Company is summarised below. Name 2019 2020 2021 2022 2023 Sales revenue EBITDA Loss after income tax Basic loss per share (cents) Share price as at 31 December (cents) Dividends proposed or paid in the year 322,166 (2,329,871) (2,409,264) (0.75) 0.4 Nil 457,767 (1,333,812) (1,347,290) (0.001) 0.1 Nil 1,233,640 (1,373,271) (1,757,436) (1.17) 0.2 Nil 1,620,121 (6,212,400) (6,907,854) (1.78) 0.011 Nil 3,852,693 (1,895,017) (2,599,477) (0.37) 0.012 Nil Voting and comments made at the Group’s 2023 Annual General Meeting The Company received a 98.97% “yes” votes on its remuneration report for the 2023 financial year (2022: 84.99% yes). The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. This is the end of the Audited Remuneration Report. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 24 SHARES As at the date of this report, there are 759,793,478 fully paid ordinary shares on issue. Options on issue Unissued ordinary shares of One Click Group Limited under option as at the date of this report are as follows: Unlisted Option Class Grant date Expiry date Exercise price Number of options Class 1CGUOPAH 15 September 2022 23 September 2025 Class 1CGOESC24 15 September 2022 15 September 2025 Class 1CGOESC12 15 September 2022 15 September 2025 Class 1CGOPT1 21 June 2023 21 June 2026 $0.030 $0.025 $0.025 $0.025 25,000,000 1,800,000 10,700,000 16,000,002 53,500,002 Listed Option Class Grant date Expiry date Exercise price Number of options 1CGO 17 to 22 November 2023 17 November 2026 $0.03 36,540,346 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate. Performance Rights on issue Class Class A Class B Class C Class D Grant date Expiry date Number of rights 15 September 2022 15 September 2027 15 September 2022 15 September 2027 24 May 2023 24 May 2023 31 July 2026 31 July 2026 30,000,000 30,000,000 5,333,332 2,666,666 67,999,998 Shares issued on the exercise of options The following ordinary shares of One Click Group Limited were issued during the year ended 31 December 2023 and up to the date of this report on the exercise of options granted: Date options granted 28 July 2020 Indemnity and insurance of officers Exercise price Number of shares issued $0.02 30,000,000 The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 25 During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in Note 22 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in Note 22 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:   all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Corporate Governance The Company’s 2022 Corporate Governance Statement is contained in the ‘Corporate Governance’ section of the Company’s website at https://oneclickgroup.com.au/corporate-governance/. Auditor RSM Australia Partners continues in office in accordance with Section 327 of the Corporations Act 2001. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 26 AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the year ended 31 December 2023 has been received and can be found on page 28. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. Signed on behalf of the Board of Directors. Winton Willesee Director Dated at Perth, Western Australia 28 February 2024 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 27 AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of One Click Group Limited for the year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS Perth, WA Dated: 28 February 2024 TUTU PHONG Partner CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2023 CONSOLIDATED Notes 31 December 2023 30 December 2022 $ $ CONTINUING OPERATIONS Revenue from contracts with customers Other income Finance income Employee expenses Amortisation and depreciation expense Selling and distribution expenses Advertising and marketing expenses Provision For doubtful debts General and administrative expenses Finance costs Listing expense Share based payments LOSS BEFORE INCOME TAX Income tax benefit LOSS AFTER INCOME TAX 3 4 5 6 7 3,852,693 1,620,121 59,659 13,562 (1,648,837) (608,712) (227,774) 2,971 6,961 (752,401) (601,830) (294,279) (2,347,277) (1,340,551) 3,308 (1,477,780) (109,310) (429,669) (944,273) (100,586) - (2,874,318) (109,009) (1,200,000) (2,599,477) (6,907,854) - - (2,599,477) (6,907,854) Items that may be reclassified subsequently to profit or loss: Other comprehensive income/(loss) - - Total comprehensive loss for the period (2,599,477) (6,907,854) Earnings per share Basic loss per share (cents per share) Diluted Loss per share 24 24 (0.37) (0.37) (1.78) (1.78) The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction with the accompanying notes. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 29 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023 CONSOLIDATED Notes 31 December 2023 31 December 2022 $ $ CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Employee benefits TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY 9 10 11 12 13 14 15 16 17 18 1,096,263 2,786,490 969,769 394,354 543,931 121,990 2,460,386 3,452,411 11,748 424,548 436,296 - 730,248 730,248 2,896,682 4,182,659 881,283 232,423 1,113,706 174,050 174,050 1,287,756 1,608,926 626,436 141,488 767,924 234,040 234,040 1,001,964 3,180,695 12,817,198 11,898,499 1,585,663 1,476,654 (12,793,935) (10,194,458) 1,608,926 3,180,695 The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023 Contributed Equity ($) Accumulated Losses ($) Option Reserve ($) Share-based Payment Reserve ($) Total ($) FINANCIAL YEAR ENDED 31 DECEMBER 2023 Balance at 1 January 2023 11,898,499 (10,194,458) 276,654 1,200,000 3,180,695 Loss after tax for the year - (2,599,477) - - (2,599,477) Total comprehensive loss for the year - (2,599,477) - - (2,599,477) Transactions with equity holders in their capacity as equity holders Issue of share capital (net of costs) Share based payments (Note 6) 918,699 - - - - 71,169 - 37,840 918,699 109,009 Balance at 31 December 2023 12,817,198 (12,793,935) 347,823 1,237,840 1,608,926 The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 31 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 Contributed Equity ($) Accumulated Losses ($) Option Reserve ($) Share-based Payment Reserve ($) Total ($) FINANCIAL YEAR ENDED 31 DECEMBER 2022 Balance at 1 January 2022 3,940,987 (3,286,604) - - 654,383 Loss after tax for the year - (6,907,854) - - (6,907,854) Total comprehensive loss for the year - (6,907,854) - - (6,907,854) Transactions with equity holders in their capacity as equity holders Issue of share capital (net of costs) 7,957,512 Issue of options to Lead Manager (Note 6) Share based payments (Note 6) - - - - - - 276,654 - Balance at 31 December 2022 11,898,499 (10,194,458) 276,654 - - 1,200,000 1,200,000 7,957,512 276,654 1,200,000 3,180,695 The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 32 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers (inclusive of GST) Other receipts CONSOLIDATED Notes 31 December 2023 31 December 2022 ($) ($) 3,593,246 59,659 1,362,988 - Payments to suppliers and employees (inclusive of GST) (5,817,870) (3,796,998) Interest received Interest paid 13,564 (109,310) 6,962 (100,586) NET CASH USED IN OPERATING ACTIVITIES 19 (2,260,711) (2,527,634) CASH FLOWS FROM INVESTING ACTIVITIES Government grant receipts Cash obtained on acquisition of subsidiary Payments for intangible assets Payments for plant and equipment NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of shares Proceeds from borrowings Payment of share issue transaction costs Repayment of borrowings NET CASH PROVIDED BY FINANCING ACTIVITIES Net (decrease) / increase in cash held Cash and cash equivalents at beginning of financial year 466,532 - (735,894) (18,858) (288,220) 1,112,400 2,200,000 (193,702) (2,259,994) 858,704 (1,690,227) 2,786,490 347,671 37,254 (581,360) (12,486) (208,921) 6,000,000 - (183,903) (326,976) 5,489,121 2,752,566 33,924 Cash and cash equivalents at end of financial year 9 1,096,263 2,786,490 The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. MATERIAL ACCOUNTING POLICIY INFORMATION The material accounting policies adopted in the preparation of the Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. (a) General Information One Click Group Limited (‘Company’) or (‘Entity’) is a public Company limited by shares, incorporated and domiciled in Australia. The Consolidated Financial Report of the Company as at and for the year ended 31 December 2023 comprises the Company and its subsidiaries (together referred to as the ‘Consolidated Entity’ or ‘Group’). One Click Group Limited is a taxation preparation software and service provider in Australia, offering a range of other financial services. The One Click Life platform aims to enable Australians to manage their financial lives conveniently on their mobile phones in a simple and cost-effective format. One Click Verify provides businesses a safe means of commerce through digital identifying clients and anti money laundering checks. (b) Basis of Preparation The financial report is a general-purpose financial report which has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. One Click Group Limited is a for profit entity for the purpose of preparing the Financial Statements. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report 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 International Accounting Standards Board (‘IASB’). Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied. The Financial Statements were approved by the Board of Directors on 27 February 2024. Historical cost convention The financial report has been prepared on an accrual basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. All amounts are presented in Australian dollars. (c) Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. As disclosed in the financial statements, the Group incurred a loss of $2,599,477 and had net cash ouXlows from operaYng acYviYes of $2,260,711 for the year ended 31 December 2023. The Board believes that there are reasonable grounds to believe that the Company will be able to continue as a going concern and that it is appropriate for it to adopt the going concern basis in the preparation of the financial report after consideration of following factors: - - - The Company anticipates its revenue to continue to increase from tax and other products; The Company has the ability to issue additional equity securities under the Corporations Act 2001 to raise further working capital; and The Company has the ability to curtail administrative, marketing and overhead cash outflows as and when required. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Accordingly, the Board believes that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report. (d) Impact of the adoption of new or amended Accounting Standards and Interpretations The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. (e) Significant Accounting Judgments, Estimates and Assumptions The preparation of the Financial Statements requires Management to make judgments, estimates and assumptions that affect the reported amounts in the Financial Statements. Management continually evaluates its judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognised in the Financial Statements are outlined below: (i) Share based payments. The Group measures the cost of equity settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined using an appropriate valuation model, inputs used in valuing share-based payments, including options, are estimates. (ii) Amortisation of intangible assets Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and services and employee costs. Assets in the course of construction include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (f) Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 27. (g) Principles of consolidation The financial statements incorporate the assets and liabilities of all subsidiaries of the One Click Group Limited as at 31 December 2023 and the results of all subsidiaries for the year then ended. One Click Group Limited and its subsidiaries together are referred to in these financial statements as the 'Consolidated Entity' or ‘Group’. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. (h) Operating segments Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (i) Revenue recognition Revenue from contact with customer Revenue rises mainly from service contracts. To determine whether to recognise revenue, the Group follows a 5-step process: 1. Identifying the contract with a customer 2. Identifying the performance obligations 3. Determining the transaction price 4. Allocating the transaction price to the performance obligations 5. Recognising revenue when/as performance obligation(s) are satisfied. The Group often enters into transactions involving the Group’s products and services. In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Revenue is recognised either at a point in time or over time, when the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in the statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than a period of time is required before the consideration is due. Services revenue Revenue from the provision of services is recognised when the service has been provided. Each service is deemed a separate performance obligation. The transaction price is allocated to each obligation based on contract prices. Revenue from services is predominantly recognised on the basis of the value of the work completed at a point in time. Transaction price and contract modifications The transaction price is the amount of consideration to which the company expects to be entitled to under the customer contract and which is used to value total revenue and is allocated to each performance obligation. The determination of this amount includes “fixed remuneration”, (for example lump sum, schedule of rates or pricing for services) and “variable consideration”. The main variable consideration elements are claims (contract modifications) and consideration for optional works and provisional sums each of which needs to be assessed. Contract modifications are changes to the contract approved by the parties to the contract. The right to the consideration to be provided from contractually generating an enforceable right once the enforceable right has been identified. The Group applies the guidance given in AASB 15 in relation to variable consideration. This requires assessment that is highly probable that there will not be a significant reversal of revenue in the future. The measurement of additional consideration arising from claims is subject to a high level of uncertainty, both in terms of the amount that customers will pay and the collection times, which usually depend on the outcome of negotiations between the parties or decisions taken by judicial/arbitration bodies. The Group considers all relevant aspects in circumstances such as the contract terms, business in negotiating practices of the sector, the Group’s historical experiences with similar contracts and consideration of those factors that affect the variable consideration that are out of control of the Group or other supporting evidence when making the above decision. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Loss making contracts A provision is made for the difference between expected cost of fulfilling a contract and expected on and portion of the transaction price whether forecast costs are greater than forecast revenue. The provision is recognised in full in a period in which the loss-making contract is identified under AASB 137 Provisions, Contingent Liabilities and Contingent Assets. Under AASB 137, the assessment of whether a provision needs to be recognised takes place at the contract level and there are no segmentation criteria to apply. As a result, there are some instances where loss provisions recognised in the past have not been recognised under AASB 15 because the contract as a whole is profitable. In addition, when two or more contracts entered into at or near the same time are required to be combined for accounting purposes, AASB 15 requires the Group to perform the assessment of whether the contract is onerous at the level of the combined contracts. The Group also notes that the amount of loss accrued in respect of a loss contract under AASB 111 takes into account an appropriate allocation of construction overheads. This contrasts with AASB 137 where loss accruals may be lower as they are based on the identification of ‘unavoidable costs’. (j) Interest and dividend income Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income, other than those from investments in associates, are recognised at the time the right to receive payment is established. (k) Government grant 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. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Government assistance which does not have conditions attached specifically relating to the operating activities of the Group is recognised in accordance with the accounting policies above. (l) Intangible assets, research and development Internally generated software Internally developed software is capitalised at cost less accumulated amortisation. Amortisation is calculated using the straight-line basis over the asset’s useful economic life which is generally four to seven years. Their useful lives and potential impairment are reviewed at the end of each financial year. Software under development Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and services and employee costs. Assets in the course of construction include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Impairment testing of intangible assets. Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). (m) Plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 3-7 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. (n) Financial instruments (i) Recognition and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires. (ii) Classification and initial measurement Financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into the following categories:  amortised cost   fair value through profit or loss (FVTPL) fair value through other comprehensive income (FVOCI) In the periods presented, the Group does not have any financial assets categorized as FVOCI. The classification is determined by both:   the entity’s business model for managing the financial asset the contractual cash flow characteristics of the financial asset. All income and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (iii) Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):   they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Financial assets at fair value through profit or loss (FVTPL) Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. Impairment of financial assets AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. This replaced IAS 39’s ‘incurred loss model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead, the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction is made between:    financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’). ‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (o) Trade and other receivables and contract assets Trade receivables are initially recognized at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. Other receivables are recognized at amortised cost, less any allowance for expected credit losses. Contract assets are recognized when the consolidated entity has transferred goods or services to the customer but where the consolidated entity is yet to establish an unconditional right to consideration. The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. (p) Trade and other payable Trade and other payables, including accruals, are recorded when the Group is required to make future payments as a result of purchases of assets or services provided to the Group prior to the end of financial period. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised at cost. (q) Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:  When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or  When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 41 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (r) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. (s) Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. (t) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (u) Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. (v) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 42 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (w) Provisions Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. (x) Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contribution to defined contribution superannuation plans are expensed in the period in which they are incurred. (y) Goods and Services Tax Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authorities are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 43 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (z) Share based payments Share-based payments which have been granted to employees and third parties comprise of share rights and share options. Share rights The value of share rights granted to key management personnel in a year is recognised as an employee benefit expense with a corresponding increase in equity (share-based payments reserve). In the year in which the share rights become vested, the value of share rights which have vested will be recognised in share capital reserve. Upon issue of the related shares, the value in the share capital reserve is transferred to share capital. The basis for the value recognised for each share right is the price at the time when the terms of the grant are agreed between the Group and the counter party. Share options The fair value of options granted to key management personnel, employees and third-party service providers is recognised as an employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is determined using an appropriate valuation model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non- tradable nature of the option, 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. The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). 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 in each period takes into account the most recent estimate. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (aa) Finance costs Finance costs attributable to qualifying assets are capitalised as part of the cost of the asset. All other finance costs are expensed in the period in which they are incurred. (bb) Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. 2. SEGMENT INFORMATION Primary Reporting Format – Business Segments The Group has one geographical location which is Australia. The Group operates a financial technology platform to handle financial administration tasks such as lodging tax returns, wills and private health insurance. Identification of reportable operating segments The operating segment identified is based on the internal reports that are reviewed and used by the Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. The CODM reviews EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The information reported to the CODM is on at least a quarterly basis. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue represents the value of professional services provided by the Group measured on a point in time basis. Revenue from professional services - - - Tax Return Services Lending Services Other services Revenue recognised at a point in time Revenue recognised over time CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 3,852,693 3,735,514 45,300 71,879 1,620,121 1,463,657 5,550 150,914 3,852,693 1,620,121 3,852,693 1,620,121 - - 3,852,693 1,620,121 No single customer contributed 10% or more to the Group’s external revenue during the year ended 31 December 2023 and 31 December 2022. 4. OTHER INCOME Sundry income 5. EMPLOYEE EXPENSES Wages and salaries Superannuation Annual leave Long service leave Super guarantee charges Capitalised as intangible asset Total employee expenses ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 59,659 59,659 2,971 2,971 CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 2,008,740 213,002 64,830 26,105 - (663,840) 1,648,837 1,120,009 114,859 33,156 37,210 3,528 (556,361) 752,401 PAGE 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6. SHARE BASED PAYMENTS EXPENSE The primary purpose of share-based payments is to remunerate Directors, other Key Management Personnel and Service providers for the services rendered to the Group. Options issued to directors Performance rights issued to Directors and employees CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 71,169 37,840 - 1,200,000 Share-based payment expenses recognised in statement of profit or loss 109,009 1,200,000 Options issued to Lead Manager in relation to the public offers Share-based payment expenses recognised as share issue cost Options issued to directors CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) - - 276,654 276,654 At the 2023 Annual General Meeting held on 24 May 2023, shareholders approved the issue of options to the Directors. The options were issued on 21 June 2023 and valued using the Black-Scholes option valuation model with the following inputs: 1CGOP3 OPTIONS 16,000,002 $0.011 $0.025 90% 3 years 21/06/2026 3.34% $71,169 $71,169 Number of options issued Grant date share price Exercise price Expected volatility Option life Expiry Interest rate Valuation Expensed in the period The allocation of Options is as follows: (i) 2,666,667 Options to Russell Baskerville (ii) 2,666,667 Options to Winton Willesee (iii) 5,333,334 Options to Mark Waller (iv) 5,333,334 Options to Nathan Kerr ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Options exercisable at the end of the financial year Grant date Expiry date 15 September 2022 23 September 2025 21 June 2023 21 June 2026 No. of Options 2023 2022 25,000,000 25,000,000 16,000,002 - 41,000,002 25,000,000 The weighted average share price during the financial year was $0.02 (2022: $nil). The remaining contractual life of options outstanding at the end of the financial year was 2.02 years (2022: 2.73 years). Performance Right to directors The share-based payments expense represents the expense for the financial year of the Performance Rights granted to the Group’s Directors. The assessed fair value of these Performance Rights was determined using the Hoadley Barrier 1 valuation model with the following inputs: Input Class C Class D Total Number of performance rights 5,333,332 2,666,666 7,999,998 Fair value Grant date Vesting date Expiry date $0.0052 $0.0038 24/05/2023 24/05/2023 - - 31/12/2024 31/12/2024 Expensed in the half-year ended 30 June 2023 $27,840 $10,000 $37,840 The vesting conditions for each tranche of Performance Rights is as follows: (i) Class C Performance Rights: The Company’s Shares achieving a 20-day volume weighted average price (VWAP) of $0.04 or more on or before 31 December 2024; and (ii) Class D Performance Rights: The Company’s Shares achieving a 20-day VWAP of $0.055 or more on or before 31 December 2024. The allocation of Performance Rights as follows: (i) (ii) (iii) (iv) 1,333,333 Performance Rights to Russell Baskerville 1,333,333 Performance Rights to Winton Willesee 2,666,666 Performance Rights to Mark Waller 2,666,666 Performance Rights to Nathan Kerr ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7. INCOME TAX The current applicable income tax rates are 25% on the net income of One Click Group Limited and wholly owned subsidiary Mobile Business Devices Pty Ltd. A deferred taxation asset and deferred taxation liability arising on temporary differences and unused tax losses has not been recognised in these financial statements. The numerical reconciliation between tax expense and the accounting loss before income tax multiplied by the Group's applicable income tax rate is as follows: Accounting (loss) before income tax Income tax expense/(benefit) calculated at the Group's applicable tax rate Tax effect of non-deductible expenses and non-assessable income (permanent differences) CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) (2,599,477) (6,907,854) 649,869 1,726,964 (27,252) (1,018,580) Tax effect of the de-recognition of tax losses and timing differences (622,617) (708,384) Income tax (expense)/benefit - - Historical tax losses not brought to account are estimated at $9,841,602 (2022: $9,640,753). The benefit of the estimated income tax losses of $2,903,570 have not been bought to account as Deferred Tax Asset. The benefit for tax losses will only be obtained if: (a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses to be realised; (b) the Group continues to comply with the conditions for deductibility imposed by Law; and (c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8. FINANCIAL RISK MANAGEMENT i. Overview The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks arise in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s portfolio risk management strategy. The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity and flexibility of the Group’s operations and activities. This note presents information about the Group's exposure to each of the above risks, their objectives, policies and processes for measuring risk and the management of capital. The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for approving and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for monitoring appropriate processes for identifying, monitoring and managing significant business risks faced by the Group and considering the effectiveness of its internal control system. The Board has established an overall Risk Management Policy which sets out the Group’s system of risk oversight, management of material business risks and internal control. The Group holds the following financial instruments: Financial assets Cash and cash equivalents Trade and other receivables Financial Liabilities Trade and other payables CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 1,096,263 2,786,490 969,769 543,931 (881,283) (626,436) ii. Financial Risk Management Objectives The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks to minimise the potential adverse effects on financial performance and protect future financial security. iii. Credit Risk Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with banks and financial institutions, and receivables. Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks only with financial institution with high quality standing or rating. The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) Trade receivables Counterparties without external credit rating, past due but not impaired Existing customers (more than 6 months) with no defaults in the past - - Counterparties without external credit rating, past due and impaired Gross value (trade and other receivable) Doubtful debt provision Net value Other receivables R&D tax refund GST receivable Total trade and other receivables Cash at bank and Commercial Bills Cash at bank – National Australia Bank Term deposit – National Australia Bank Cash at bank – Commonwealth Bank 1,230,597 (469,795) 760,802 182,473 26,494 969,769 726,601 (470,245) 256,356 209,012 78,563 543,931 1,043,350 2,437,393 5,000 47,913 5,000 344,097 1,096,263 2,786,490 iv.Liquidity Risk Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their obligations to repay their financial liabilities as and when they fall due. Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has determined an appropriate Liquidity Risk Management Framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and continuously monitoring budgeted and actual cash flows and matching the maturity profiles of financial assets, expenditure commitments and liabilities. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of the discounting is not significant. Contractual maturities of financial liabilities Less than 6 months ($) 6 – 12 months ($) More than 12 months ($) Total ($) Carrying Amount ($) Group - at 31 December 2023 Trade and other payables Total Group - at 31 December 2022 Trade and other payables Total v. Market Risk 881,283 881,283 626,436 626,436 - - - - - - - - 881,283 881,283 881,283 881,283 626,436 626,436 626,436 626,436 Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s income or the value of its holdings of financial instruments. The objective of Market Risk Management is to manage and control market risk exposures within acceptable parameters, while optimising return. vii. Interest Rate Risk The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents. As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes in market interest rates. The Group has a low level of interest-bearing liabilities and as such does not actively manage exposure to interest rate risk Profile At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments are: Variable Rate Instruments Financial Assets Financial Liabilities CONSOLIDATED 31 December 2023 ($) 1,096,263 (174,050) 922,213 31 December 2022 ($) 2,786,490 (234,040) 2,552,450 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Group’s exposure to interest rate risk and effective weighted average interest rate by maturing periods is set out in tables below. All cash balances are subject to a floating interest rate. 31 December 2023 Cash and cash equivalents Financial liabilities 31 December 2022 Weighted Average Effective Interest Rate Cash Available for use 1.51% 8% 1,096,263 - Weighted Average Effective Interest Rate Cash Available for use Cash and cash equivalents Financial liabilities 0.95% 8% 2,786,490 - Cash Flow Sensitivity Analysis for Variable Rate Instruments Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate risk as exposure to such risk was not deemed to be significant by the directors since these assets are of a short- term nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is reasonably probable at the end of the reporting period to be immaterial. 9. CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following Consolidated Statement of Financial Position amounts: Cash at Bank and on hand Term Deposit CONSOLIDATED 30 December 2023 ($) 31 December 2022 ($) 1,091,263 2,781,490 5,000 5,000 1,096,263 2,786,490 The term deposit amount is used as security for credit cards. No amount of the Group’s Cash at bank and on hand is restricted (31 December 2022: Nil). Refer to Note 9 Financial Risk Management for risk exposure analysis for Cash and cash equivalents. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. TRADE AND OTHER RECEIVABLES Trade receivables Allowance for credit losses R&D Tax Refund GST Receivable Other Receivable CONSOLIDATED 30 December 2023 ($) 31 December 2022 ($) 1,122,403 (469,795) 182,473 26,495 108,193 969,769 691,601 (470,245) 209,012 78,563 35,000 543,931 The ageing of the trade and other receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses 2023 % 2022 % 2023 $ 2022 $ 2023 $ 2022 $ Consolidated Not overdue 0 to 1 month overdue 1 to 5 months overdue - 2% 4% Over 6 months overdue 82% - 84,910 36,540 850 - 60% 60% 90% 31,585 34,022 621 17,795 569,226 544,875 259,228 361,811 23,408 126,820 444,916 325,630 1,230,596 691,601 469,795 470,245 An income of $3,308 has been recognised during the financial period due to over provision for expected credit losses (2022: expense of $143,578). 11. OTHER CURRENT ASSETS Prepayments Work In Progress Other Assets CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 75,208 12,706 306,440 394,354 111,509 10,481 - 121,990 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12. PLANT AND EQUIPMENT Plant and equipment – at cost Accumulated depreciation Reconciliations CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 31,344 (19,596) 11,748 12,485 (12,485) - Reconciliations of the written down values at the beginning and end of the current financial year are set out below: CONSOLIDATED ($) - 18,858 - (7,110) 11,748 Balance at 31 December 2022 Additions Disposals Depreciation expense Balance at 30 June 2023 13. INTANGIBLE ASSETS For the year ended 31 December 2023 Cost Opening Balance 1 January 2023 Addition R&D Refund Balance at 31 December 2023 Depreciation and impairment Balance at 1 January 2023 Amortisation expense Balance at 31 December 2023 Carrying amount 31 December 2023 (A) Software assets CONSOLIDATED 31 December 2023 31 December 2022 ($) ($) 2,692,919 735,893 (439,993) 2,988,819 2,541,392 581,362 (429,835) 2,692,919 (1,962,671) (1,373,325) (601,600) (2,564,271) 424,548 (589,346) (1,962,671) 730,248 The Group developed the One Click Life Platform, which provides taxation preparation software and services in Australia. Costs capitalised include costs directly attributable to the development of the asset. The Platform delivered to market has begun generating revenues. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (B) Amortisation Amortisation is charged to the Statement of Profit or Loss using the straight-line basis over the estimated useful life of the intangible asset. The estimated useful life of the software intangible assets has been determined to be 5 years (2022: 6 years). The residual value, the useful life and the amortisation method applied to the intangible asset are reviewed at each financial year end and adjusted if required. 14. TRADE AND OTHER PAYABLES Trade payables Accrued expenses Other payables 15. PROVISION FOR EMPLOYEE BENEFITS Current Annual leave Long service leave Total employee benefits CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 113,112 126,067 642,104 881,283 213,379 338,956 74,101 626,436 CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 141,682 90,741 232,423 76,853 64,635 141,488 The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the consolidated entity does not have an unconditional right to defer settlement. However, based on experience, the consolidated entity does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. FINANCIAL LIABILITIES Current Related party loans ¹ Convertible note Total financial liabilities CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 174,050 - 174,050 209,040 25,000 234,040 ¹ Loans from Directors as at 31 December 2023 are as follows: Lender Amount Interest Rate Interest for the period Term Mark Waller Total Related Party 174,050 174,050 8% 14,899 14,899 No fixed term ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17. CONTRIBUTED EQUITY Ordinary Shares Total Share Capital Movements of share capital during the year 2023 (Shares) 2022 (Shares) 2023 ($) 2022 ($) 759,793,478 685,903,321 12,817,198 11,898,499 759,793,478 685,903,321 12,817,198 11,898,499 Date Details No of shares Issue price ($) $ Opening Balance at 1 January 2023 685,903,321 11,898,499 28/07/2023 Options exercises 809,542 $0.02 16,191 15/09/2022 Shares issues pursuant to the public offer 73,080,615 $0.015 1,096,209 15/09/2022 Capital raising costs Closing Balance at 31 December 2023 759,793,478 (193,701) 12,817,198 The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital. Movements of share capital during the previous year Date Details Opening Balance at 1 January 2022 15/09/2022 Retrospective adjustment in accordance with the requirements of reverse acquisition accounting 15/09/2022 Recognition of shares in One Click Group Limited (formerly UUV Aquabotix Ltd) in accordance with the requirements of reverse acquisition accounting No of shares Issue price ($) 123,238,217 (123,238,217) 120,903,321 $ 3,940,987 - - 15/09/2022 Shares issued for the acquisition of Mobile Business Devices Pty Ltd 265,000,000 - 2,418,070 15/09/2022 Shares issues pursuant to the public offer 275,000,000 $0.02 5,500,000 15/09/2022 Issue of shares on conversion of convertible notes in vendor 25,000,000 $0.02 500,000 15/09/2022 Capital raising costs Closing Balance at 31 December 2022 685,903,321 (460,558) 11,898,499 Dividends There were no dividends proposed or paid during the financial year. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18. RESERVES Options reserve (a) Performance rights reserve (b) (a) Movement in option reserve Balance as at 1 January 2022 31 December 2023 ($) 31 December 2022 ($) 347,823 1,237,840 1,585,663 276,654 1,200,000 1,476,654 No. of Options $ 60,817,194 - - - 276,654 276.654 15 September 2022 Issue of Class 1CGOESC12 options 15 September 2022 Issue of Class 1CGOESC24 options 10,700,000 1,800,000 16 November 2021 Issue of F Class 1CGUOPAH options to Lead Manager 25,000,000 Balance as at 31 December 2022 98,317,194 30 June 2023 Issue of Class 1CGOPT1 options to Director (Note 6) 16,000,002 71,169 17 November 2023 Issue of 1CGO options to placement participants 36,540,346 28 July 2023 Exercise of 1CGOA options 28 July 2023 Expiry of Class 1CGOA options 24 December 2023 Expiry of Class 1CGUOPAD options 24 December 2023 Expiry of Class 1CGUOPAE options 24 December 2023 Expiry of Class 1CGUOPAF options 24 December 2023 Expiry of Class 1CGUOPAG options (809,542) (57,420,152) (1,637,500) (300,000) (325,000) (325,000) - - - - - - - Balance as at 31 December 2023 90,040,348 347,823 The options on issue as at 31 December 2023 are as follows: Grant date Class of option No. of Options Exercise price Expiry date 15 September 2022 1CGOESC12 15 September 2022 1CGOESC24 15 September 2022 1CGUOPAH 30 June 2023 22 November 2023 Total 1CGOPT1 1CGO 10,700,000 1,800,000 25,000,000 16,000,002 36,540,346 90,040,348 $0.025 15 September 2025 $0.025 15 September 2025 $0.03 23 September 2025 $0.025 21 June 2026 $0.03 17 November 2026 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Movements in performance rights reserve No. of Performance Rights $ Balance as at 1 January 2022 31 December 2022 A & B Class Performance Rights issued to directors Balance as at 31 December 2022 - 60,000,000 60,000,000 - 1,200.000 1,200,000 30 June 2023 C & D Class Performance Rights issued to directors (Note 6) 7,999,998 37,840 Balance as at 31 December 2023 67,999,998 1,237,840 The performance rights on issue as at 31 December 2023 are as follows: Grant date 15 September 2022 15 September 2022 24 May 2023 24 May 2023 Total Class of performance rights No. of Performance Rights Exercise price Expiry date Class A Class B Class C Class D 30,000,000 30,000,000 5,333,332 2,666,666 67,999,998 - - - - 15 September 2027 15 September 2027 31 July 2026 31 July 2026 19. CASH FLOW INFORMATION Reconciliation of cash flow from operating activities with the loss from continuing operations after income tax: Non-cash flows in profit from ordinary activities Net (Loss) after Income Tax Non cash items Share based payments Listing expense Depreciation and amortisation as per profit and loss Provision for doubtful debts Provision of leaves Bad debt written off Changes in assets & liabilities Decrease in trade and other receivables Decrease in trade and other payables Cash flow used in Operating Activities CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) (2,599,477) (6,907,852) 109,009 - 608,712 (3,308) 90,935 143,578 (865,012) 254,852 1,200,000 2,874,318 601,830 429,669 70,366 - (260,105) (535,860) (2,260,711) (2,527,634) ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. INTERESTS IN OTHER ENTITIES Mobile Business Devices Pty Ltd Australia 100% 100% Principal Place of business Ownership Interest held by the Group 21. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR No matter or circumstances have arisen since 31 December 2023 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 22. REMUNERATION OF AUDITOR During the year the following fees were paid or payable for services provided by the Auditor of the Entity and its related parties. Audit and Other Assurance Services RSM Australia Partners Total remuneration for Audit and Other Assurance Services CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 67,000 67,000 49,595 49,595 23. COMMITMENTS The Company has no commitments as at 31 December 2023 (2022: $nil). 24. LOSS PER SHARE Basic loss per share (cents per share) (0.37) (1.78) CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) (Loss) used in the calculation of Earnings (Loss) Per Share (2,599,477) (6,907,854) Weighted average number of ordinary shares 695,059,035 387,662,069 Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary shares will result in a decrease in the net loss per share. 25. CONTINGENT LIABILITIES The Board is not aware of any circumstances or information, which leads them to believe there are any material contingent liabilities outstanding as at 31 December 2023. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES At 31 December 2023 and 31 December 2022, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short- term maturities of these assets and liabilities. The fair values of non-current financial assets and non-current financial liabilities are not materially different from their carrying amounts. 27. RELATED PARTY DISCLOSURES Parent Entity The legal Parent Entity of the Group is One Click Group Limited (1CG). 1CG owns 100% of the issued ordinary shares of Mobile Business Devices Pty Ltd. Wholly owned Group transactions Loans made by One Click Group Limited to wholly owned subsidiary companies are contributed to meet required expenditure payable on demand and are not interest bearing. Key Management Personnel Short-term employee benefits Share-based payments CONSOLIDATED 31 December 2023 ($) 31 December 2022 ($) 595,160 109,008 704,168 261,246 780,000 1,041,246 Detailed remuneration disclosures for Directors and Executives are provided in the Remuneration Report on pages 14 to 24. Transactions with key management personnel and their related parties Payments to Azalea Corporate Services Pty Ltd (director related entities of Winton Willesee) of $132,900 (2022: $33,342) for corporate service fees including company secretarial services, accounting and financial reporting services and front and registered office services. Payments to Forrest Private Wealth Pty Ltd (director related entity of Mark Waller) of $34,449 (2022: $56,418) for leased offices located at the principal place of business. Current Payables Current 31 December 2022 ($) 31 December 2022 ($) Payable to Forrest Private Wealth Pty Ltd (director related entity of Mark Waller) Total 32,423 32,423 15,324 15,324 CONSOLIDATED ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 62 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Loans from Directors as at 31 December 2023 are as follows: Lender Amount Interest Rate Interest for the period Term Mark Waller Total Related Party 174,050 174,050 8% 14,899 14,899 No fixed term Loans from Directors as at 31 December 2022 are as follows: Lender Mark Waller Nathan Kerr Total Related Party Amount Interest Rate Interest for the period Term 174,050 34,990 209,040 8% 8% 10,665 1,202 11,867 No fixed term No fixed term The loan interest payable to Director Mark Waller as at 31 December 2023 is $28,164 (2022: $22,200). The loan interest payable to Director Nathan Kerr as at 31 December 2023 is $Nil (2022: $7,600). Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. There were no further transactions with Directors or other Key Management Personnel, including their personally related parties, not disclosed the above. 28. PARENT ENTITY INFORMATION The following information related to the Parent Entity, One Click Group Limited, as at 31 December 2023. The information presented here has been prepared using accounting policies as presented in Note 1. Current assets Non-current assets Total Assets Current liabilities Non-current liabilities Total Liabilities Net Assets Contributed equity Reserve Accumulated losses Total Equity 31 December 2023 ($) 31 December 2022 ($) 1,103,560 621,563 5,064,710 2,418,070 1,725,123 7,482,780 116,197 - 116,197 84,457 - 84,457 1,608,926 7,398,323 22,210,903 21,292,205 2,922,855 2,813,847 (23,524,832) (16,707,729) 1,608,926 7,398,323 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Loss after tax for the year Other comprehensive profit/(loss) for the year Total Comprehensive Loss for the Year 31 December 2023 ($) 31 December 2022 ($) (6,817,104) (1,578,597) - - (6,817,104) (1,578,597) Contingent Liabilities The parent entity has no contingent liabilities as at 31 December 2023 and 31 December 2022. Commitments The parent entity has no commitments as at 31 December 2023 and 31 December 2022. Significant Accounting Policies The accounting policies of the parent entity are consistent with those of the consolidated entity as disclosed in Note 1. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 64 DIRECTORS’ DECLARATION In the opinion of the Directors of One Click Group Limited (Group): (a) (b) (c) the Financial Statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, and Notes set out on pages 29 to 64, are in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 31 December 2023 and of their performance, for the financial period ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; and other mandatory professional reporting requirements. the Financial Report also complies with International Financial Reporting Standards as disclosed in Note 1; and there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001. Signed in accordance with a resolution of the Directors. Winton Willesee Director Dated at Perth, Western Australia, 28 February 2024 ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 65 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ONE CLICK GROUP LIMITED Opinion We have audited the financial report of One Click Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 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 statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 31 December 2023 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (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. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed this matter Revenue Recognition - Cut Off As disclosed in the consolidated statement of profit or loss and other comprehensive income, the Group has recognised revenue of $3,852,693 for the year ended 31 December 2023. We determined revenue recognition in relation to cut off to be a key audit matter as the revenue balance is material to the Group and there are risks associated with the timing of revenue recognition. Going Concern The Group incurred a loss of $2,599,477 and had net cash outflows from operating activities of $2,260,711 for the year ended 31 December 2023. The directors have prepared the financial report on the going concern basis. The directors' assessment of the Group's ability to continue as a going concern is based on a cash flow budget. We determined this assessment of going concern to be a key audit matter due to the significant judgments involved in preparing the cash flow budget, and the potential material results of impact of management´s assessment. the Our audit procedures included: • Testing a sample of revenue transactions before and after the reporting date to assess whether revenue is recognised in the correct financial period; financial the disclosures • Assessing the in statements. Our audit procedures included: • Critically assessing the directors' reasons as to why they believe it is appropriate to prepare the financial report on a going concern basis; • Assessing the current financial position of the Group; • Assessing the appropriateness and mathematical accuracy of the cash flow budget prepared by management; • Challenging the reasonableness of key assumptions used by management to prepare the cash flow budget; • Performing sensitivity testing on these assumptions; and • Assessing the adequacy of the going concern disclosures in the financial report. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 31 December 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 accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. 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/auditors_responsibilities/ar2.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 within the directors' report for the year ended 31 December 2023. In our opinion, the Remuneration Report of One Click Group Limited, for the year ended 31 December 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. RSM AUSTRALIA PARTNERS Perth, WA Dated: 28 February 2024 TUTU PHONG Partner ASX ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 12 February 2024. 1. Quotation Listed securities in One Click Group Limited are quoted on the Australian Securities Exchange under ASX code 1CG (Fully Paid Ordinary Shares) and 1CGOA (Listed Options) and are not quoted on any other exchange. 2. Voting Rights The voting rights attached to the Fully Paid Ordinary Shares of the Company are, at a meeting of members or classes of members: (a) each member entitled to vote may vote in person or by proxy, attorney or representative; and (b) (c) on a show of hands, every person present, who is a member or a proxy, attorney or representative of a member has one vote (even though they may represent more than one member); and on a poll, every person present who is a member or a proxy, attorney or representative of a member, has one vote for each Fully Paid Ordinary Share held by the member, or in respect of which she or he is appointed a proxy, attorney or representative. There are no voting rights attached to any Options or Performance Rights on issue. 3. Distribution of Equity Securities: i) Fully Paid Ordinary Shares Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Holders 173 140 197 808 470 1,788 Units 71,908 419,757 1,620,117 33,916,071 723,765,625 759,793,478 % 0.01 0.06 0.21 4.46 95.26 100.00% On 12 February 2024, there were 1,145 holders of unmarketable parcels of less than 62,500 Fully Paid Ordinary Shares (based on the last share price of $0.008). ii) 1CGOA Listed Options exercisable at $0.03 on or before 17 November 2026 Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Holders 11 26 17 52 43 149 Units 4,901 66,023 135,985 1,751,116 34,582,321 36,540,346 % 0.01 0.18 0.37 4.79 94.65 100.00% ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 69 iii) 1CGOESC12 Unlisted Options exercisable at $0.025 on or before 15 September 2025 Holders Units 125,000 10,575,000 10,700,000 1.17 98.83 100.00% iv) 1CGOESC24 Unlisted Options exercisable at $0.025 on or before 15 September 2025 (escrowed to 27 September 2024) Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Holders Units - - - 1 4 5 - - - 50,000 1,750,0001 1,800,000 % - - - 2.78 97.22 100.00% 1 Holders who hold more than 20% of securities are: a. Mr Albert Lilie & Mrs Phei Li Ong – 625,000 options; b. Mr Ardika Kharismageng – 625,000 options; and c. Trillo Superannuation Pty Ltd – 375,000 options. v) 1CGUOPAH Unlisted Options exercisable at $0.03 on or before 23 September 2025 Holders Units Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total - - - 2 19 21 - - - - 1 1 % - - - % - - - - - - - - - - - 25,000,0001 25,000,000 100.00 100.00% 1 Held by CG Nominees (Australia) Pty Ltd vi) 1CGOPT1 Unlisted Options exercisable at $0.025 on or before 21 June 2026 Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 Holders Units - - - - - - - - ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 % - - - - PAGE 70 100,001 and above Total 4 4 16,000,0021 16,000,002 100.00 100.00% 1 Holders who hold more than 20% of securities are: a. Nathan Jeffery Thomas Kerr - 5,333,334 options; and b. Mark Waller - 5,333,334 options. vii) 1CGPERFA12 Performance Rights exercisable on or before 15 September 2027 Holders Units 8,700,0001 8,700,000 100.00 100.00% 1 Holders who hold more than 20% of securities are: a. Peter Stevens – 3,000,000 performance rights; b. Mr Nicholas Thomas Taylor – 1,800,000 performance rights; and c. Robbie Graham – 1,800,000 performance rights. viii) 1CGPERFA24 Performance Rights exercisable on or before 15 September 2027 (escrowed to 27 September 2024) Holders Units 21,300,0001 21,300,000 100.00 100.00% 1Holders who hold more than 20% of securities are: a. Mark Waller – 9,000,000 performance rights; and b. Nathan Jeffery Thomas Kerr – 9,000,000 performance rights. ix) 1CGPERFB12 Performance Rights exercisable on or before 15 September 2027 Holders Units Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total - - - - 8 8 - - - - 5 5 - - - - 8 8 % - - - - % - - - - % - - - - - - - - - - - - - - - - 8,700,0001 8,700,000 100.00 100.00% 1 Holders who hold more than 20% of securities are: a. Peter Stevens – 3,000,000 performance rights; b. Mr Nicholas Thomas Taylor – 1,800,000 performance rights; and c. Robbie Graham – 1,800,000 performance rights. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 71 x) 1CGPERFB24 Performance Rights exercisable on or before 15 September 2027 (escrowed to 27 September 2024) Holders Units 21,300,0001 21,300,000 100.00 100.00% 1Holders who hold more than 20% of securities are: a. Mark Waller – 9,000,000 performance rights; and b. Nathan Jeffery Thomas Kerr – 9,000,000 performance rights. xi) 1CGPERF1 Performance Rights exercisable on or before 31 July 2026 Holders Units 5,333,3321 5,333,332 100.00 100.00% 1Holders who hold more than 20% of securities are: a. Mark Waller – 1,333,333 performance rights; b. Nathan Jeffery Thomas Kerr – 1,333,333 performance rights; c. Baskerville Investments Pty Ltd – 1,333,333 performance rights; and d. Chincherinchee Nominees Pty Ltd – 1,333,333 performance rights. xii) 1CGPERF2 Performance Rights exercisable on or before 31 July 2026 Holders Units Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total Shares Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and above Total - - - - 5 5 - - - - 4 4 - - - - 2 2 % - - - - % - - - - % - - - - - - - - - - - - - - - - 2,666,6661 2,666,666 100.00 100.00% 1Holders who hold more than 20% of securities are: a. Mark Waller – 1,333,333 performance rights; and b. Nathan Jeffery Thomas Kerr – 1,333,333 performance rights. 4. Substantial Shareholders The names of the substantial shareholders in the Company and the number of equity securities to which each substantial holder and the substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given to the Company as at 12 February 2024, are as follows: Name: Mark Edward Waller ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 72 Holder of: 64,288,002 fully paid ordinary shares, representing 8.53% as at 17 November 2023 Notice Received: 22 November 2023 5. Restricted Securities The following restricted securities are listed on the Company’s register as at 12 February 2024: Escrowed to 27 September 2024 71,614,655 Fully Paid Ordinary Shares 1,800,000 1CGOESC24 Unlisted Options ($0.025, 15 September 2025) 25,000,000 1CGUOPAH Unlisted Options ($0.03, 23 September 2025) 21,300,000 1CGPERFA24 Performance Rights (15 September 2027) 21,300,000 1CGPERFB24 Performance Rights (15 September 2027) 6. On market buy-back There is currently no on market buy-back in place. ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 73 7. Twenty Largest Shareholders: The twenty largest holders of the Company’s Fully Paid Ordinary Shares as at 12 February 2024 are as follows: 1CG Fully Paid Ordinary Shares: Name No. of Shares 1 MR MARK EDWARD WALLER 2 MR PASQUALE BEVILACQUA 3 4 5 6 7 8 9 ICE COLD INVESTMENTS PTY LTD BASKERVILLE INVESTMENTS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATHAN JEFFERY THOMAS KERR MR ROBERT JAMES GRAHAM + MRS VICTORIA GRAHAM RECO HOLDINGS PTY LTD URBAN LIFE SCIENCES PTY LTD 10 HAGAKURE PTY LTD 11 12 THE DYSON FUND PTY LTD TBG CAPITAL PTY LTD 13 MR ANTONI MARGOS 14 15 16 17 LIGURIAN HOLDINGS PTY LTD EMAMEVLO PTY LTD JCEA1976 PTY LTD JASMINE INDUSTRIES PTY LTD 18 MR THOMAS PAUL MANNING 19 20 JAMELL CAPITAL PTY LTD PEKRICH PTY LTD 60,058,835 31,303,415 26,750,000 25,728,040 25,490,257 25,065,931 24,099,830 22,864,781 22,108,048 19,994,144 14,982,813 11,054,024 10,626,053 10,586,196 9,749,574 8,584,356 8,553,894 8,205,523 8,000,000 7,191,871 % 7.90 4.12 3.52 3.39 3.35 3.30 3.17 3.01 2.91 2.63 1.97 1.45 1.40 1.39 1.28 1.13 1.13 1.08 1.05 0.95 Total 380,997,585 50.14% ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 74 8. Twenty Largest Optionholders: The twenty largest holders of the Company’s quoted Options as at 12 February 2024 are as follows: 1CGO Listed Options: Name No. of Shares % 1 MR MARK EDWARD WALLER 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3 MR PASQUALE BEVILACQUA + MRS MARIA CARMELA BEVILACQUA 4 5 6 7 8 RECO HOLDINGS PTY LTD BASKERVILLE INVESTMENTS PTY LTD RIYA INVESTMENTS PTY LTD GEORDIE BAY HOLDINGS PTY LTD MR STEVEN FREDERICK GUELFI + MRS KELLY PETA GUELFI 8 WHIMPLECREEK PTY LTD 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 11 EMAMEVLO PTY LTD 12 MR ARDIKA KHARISMAGENG 12 MR PAUL MERLO 14 15 16 SILVERINCH PTY LIMITED SALMON BAY HOLDINGS PTY LTD MR JASON PAUL FEATHERBY + MRS JANENE EMMA FEATHERBY 16 FEATHERCORP PTY LTD 16 MATORI PTY LTD 16 OAKMOUNT NOMINEES PTY LTD 20 NOBLE HOUSE TRADING PTY LTD 7,686,418 6,750,002 2,454,185 2,405,444 1,837,718 970,010 851,397 792,517 792,517 792,516 696,399 500,000 500,000 476,711 416,667 396,259 396,259 396,259 396,259 380,672 21.04 18.47 6.72 6.58 5.03 2.65 2.33 2.17 2.17 2.17 1.91 1.37 1.37 1.30 1.14 1.08 1.08 1.08 1.08 1.04 Total 29,888,209 81.80% ONE CLICK GROUP LIMITED ANNUAL REPORT 2023 PAGE 75