Yojee Limited Annual Report 2020

D E T I M I L E E J O Y 0 2 0 2 T R O P E R L A U N N A SOLVING Supply Chain’s Most Complex Challenges For personal use only LEADERSHIP IN NUMBERS 5 GLOBAL LEADERS $50b IN REVENUE GENERATED BY OUR CLIENT BASE 65% 65% OPERATING EFFICIENCY GAINS REPORTED BY CUSTOMERS 25% 25% COST SAVINGS EXPERIENCED BY CUSTOMERS For personal use onlyABOUT YOJEE Yojee is a cloud-based software as a service (SaaS) logistics platform that seamlessly and uniquely manages, tracks and optimises freight movements along the entire logistics chain, from sender to end customer, across borders and between logistics providers (land, sea, air), with subcontractors and for multi-leg journeys. Rarely is a single carrier servicing an entire goods journey from sender to end customer, or exclusively using one type of transportation method. Yojee provides connectivity and more efﬁcient planning along the journey. Yojee's customers are predominantly third-party entire logistics providers (3PL) and logistics companies (2PL) who beneﬁt from powerful APIs, visibility, accountability and control. WHAT WE DO Through technology, we provide our customers with more Visibility, Accountability, and Control across their Supply Chain. VISIBILITY • ACCOUNTABILITY • CONTROL For personal use only* e.g. customs clearance and management systems (order, warehouse) such as APIs into CargoWise (Wisetech Global) S T N E T N O C 2 2 Introduction Chairman’s Letter 2-7 Managing Director’s Report 13 Financial Statements LOGISTICS PLATFORM [ ] SaaS SUBSCRIPTION Manage Track Integrate End to end route & schedule optimisation Cross border Networks Across-carriers Enterprise SME Operators – shippers and forwarders • Third-party logistics providers (3PL) • Logistics subcontractors (2PL) • Logistics ecosystem partners* Manufacturer / Shipper Recipient AIR SEA LAND LAST MILE For personal use only' R E T T E L S N A M R A H C I n a m r i a h C e v i t u c e x E n o N n o t r o M d i v a D r M Dear Shareholders, It is my pleasure as the new Chairman of Yojee to present the Yojee 2020 annual report. A Year of Sharpened Focus in the midst of a Pandemic Firstly let me pay tribute to Ray Lee , outgoing chairman for all of his efforts on behalf of the company. We are delighted that we were able to retain Ray and all his experience on the board. It has been an unusually volatile year and whilst COVID-19 is a tragedy for all , it has actually accelerated the internet fulﬁlment strategic shift and Yojee intends to be a signiﬁcant player in that transformation. While the business environment has been so uncertain, the strategy has been sharpened to concentrate on doing what we can already do well with the larger enterprise customers where we can scale up volumes quickly and easily. The SME market remains important in the longer term but we can follow the delivery chain down from large to smaller companies. This strategy improves our near term growth opportunity as we can scale up volumes organically, follow global operators into new territories and improve their productivity. This also means discretionary expenditures can be controlled. Whilst demonstrating visibility, accountability and control, the quality of the customer list is driving inbound referrals. I would like to thank Ed, the executive team and all staff for their strong commitment over this past year and in particular, I would like to congratulate them on delivering the recent enterprise customer project in the Philippines ahead of time and budget, they worked tirelessly to achieve their goals. We continue to strengthen our Corporate Governance framework with better reporting and appropriate committees to cover audit and risk, and remuneration committees. The Advisory Board has been renewed (post year end in August) and exhibits important skills relevant to Yojee as it moves through next stages of growth. We have strong corporate citizenship and it is great to see Yojee working with industry to reduce carbon emissions, by removing paper and logistics congestion through digitisation and vastly improving efﬁciency, which speaks to our social license to operate. 2020 has been the year where we have proved up the scalability of the platform with an exponential increase in volumes. In 2021 we look forward to a year where that volume growth translates into sustainable recurring revenue growth and your board and executive team is fully focussed on achieving this. David Morton Non-Executive Chairman For personal use only MANAGING DIRECTOR’S REPORT Mr Ed Clarke Dear Shareholders Over the last twelve months, we have accelerated our platform faster than even I could have expected and announced new clients that would be on the wishlist of any logistics technology organisation in the world. Many ask me with some form of surprise, “ Why Yojee? “ The answer is that very few companies have set out for such an audacious ‘Why’. From day zero we have focused on solving the world's supply chains’ most complex problems. Our ‘Why’ took a longer and more daring and visionary technology build than many ‘delivery’ focused companies out there. Our ‘Why’ takes longer to the ﬁrst million transactions but is the fastest way to a million transactions a day. Our client base now has almost AUD 50 billion in annual revenue, and is validation that our ‘Why’ is both possible and achievable. We thank our early investors and funds for subscribing to our ‘Why’, as solution to the supply chain sector which represents 5-25% GDP of most countries. As a company we hire in some cases only 1 in almost 750 applicants. Our team is built of the most talented, energetic and focused people available. It is the reason we have been able to scale and deploy to such large customers at such low costs and headcount on our Elixir technology foundations. Today we are taking technology to market that solves the sector's biggest problems and creates efﬁciency and new opportunity especially in the face of COVID-19, remote and digitally empowered workplaces where operations can no longer be human dense and manually reliant. Whilst we never stop innovating and enhancing our product, I shared last year that the huge, execution risk components of our platform are behind us, with this now having been proven at scale. I am conﬁdent that we have established ourselves as a leader in Asia, which represents 60% of the worlds logistics market, however our real journey is only just beginning. With global leaders using us to transform their offerings, solve their most pressing problems and selecting us from a pool of global options, we see huge opportunities ahead as all companies compete for digital superiority whilst maintaining as few internal technologies to manage as viable. As a company we are now focused on Enterprise and SME growth, where we are conﬁdent that our company can achieve great scale and strong sustainable revenue growth, which due to the nature of our business can come at very high gross margins. FY 2021 will be an exciting year with potential for many new projects and strong growth in all key revenue areas. Ed Clarke Co-Founder, Managing Director For personal use only TECHNOLOGY AND PRODUCT Over 5,600 individual platform and product upgrades Over 450 APIs Technology Report Scalability & Agile Implementations During the 2020 Financial Year the company implemented and went live with large upgrades across user experience, optimisation and scalability its growing client base. The platform, based on Elixir working with technology now has industry leading functionality and capabilities and an exciting roadmap of enhancements ahead. EASY TO USE, FAST TO DEPLOY, AND GREAT FOR POWERING GROWTH For personal use onlySmall & Medium Enterprises Standardised offerings, rapidly deployable with an exciting feature roadmap for FY 2021 Strong pipeline with growing industry recognition Customers across the entire supply chain Global Enterprises Multiple global leaders as clients Continuous innovation cycles working with the world’s best logistics professionals increasing market leadership Up to 50% of the $50b revenue of our clients’ directly addressable through Yojee’s solutions For personal use onlyGREEN AND SOCIALLY RESPONSIBLE YOJEE WORKS WITH THE INDUSTRY TO REDUCE CARBON EMISSIONS AND CONGESTION, AND PROVIDE SMEs ACCESS TO THE DIGITAL WORLD Reductions of 30% in kilometres shown when tested against manual methods saving carbon and congestion Yojee can take businesses paperless PEOPLE AND CULTURE FOCUS EXCELLENCE COURAGE FUN A MOTIVATED, ENGAGED AND TALENTED TEAM A unique blend of logistics experience, technology leadership and hunger for success makes Yojee special. invests heavily Yojee in people and culture, with a comprehensive engagement, feedback, review and reward framework. With staff across the world, the company provides continuous measurable engagement programs and seeks to be a ﬁrst choice employer across markets. the company has enhanced team, Additionally, strengthened its board and established an advisory board to support both management and staff. its management For personal use onlyS U M M A R Y SUMMARY AND OUTLOOK FY 2021 will be a year of focus. As an organisation we now have the clients we need to show the clear pathway to proﬁtability and the team required to deliver it. We will continue to prioritise customers and use continuous feedback and engagement to ensure our customers are engaged, happy and generating genuine efﬁciencies and savings from our technology. Logistics is a referral business, and the Yojee name is growing stronger and stronger every year. We are already experiencing referrals from our multinational clients which is the best possible result and validation. In 2021 we look forward to a year where that volume growth translates into sustainable recurring revenue growth and a growing global presence. We encourage all investors to take the time to understand the signiﬁcance of our technology and capabilities, as there lies the value in our business and the reason we are attracting such signiﬁcant clientele. We will keep our investors updated as and when appropriate and invite new investors on our journey Ed Clarke, Managing Director For personal use onlyFINANCIAL STATEMENTS For personal use onlyAPPENDIX 4E Preliminary final annual report for the year ended 30 June 2020 Results for announcement to the market for the year ended 30 June 2020. Against previous corresponding period 30 June 2019. Revenues from ordinary activities (Loss) after tax attributable to members (Loss) for the period attributable to members DOWN DOWN DOWN Net Tangible Assets per security -40% -66% -66% to to to 30 June 2020 Cents 0.395 30 June 2020 $’000 821 (6,164) (6,164) 30 June 2019 Cents 0.345 Dividends (distributions) Amount per security Franked amount per security Final dividend Interim dividend Previous corresponding period NIL NIL NIL NIL NIL NIL Record date for determining entitlements to the dividend. No dividends are proposed Accompanying this Appendix 4E is the full final audited Annual Report of Yojee Limited for the year ended 30 June 2020. This Appendix 4E should be read in conjunction with the Annual Report, which is lodged contemporaneously with this document. ED Clarke Managing Director Reporting Period: 30 June 2020 - ENDS - Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 52 143 416 531 For personal use only ABN: 52 143 416 531 ANNUAL REPORT ABN: 52 143 416 531 FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2020 For personal use only LAWYERS Edward Mac Scovell Level 7, AMP Building 140 St Georges Terrace PERTH WA 6000 AUDITOR Grant Thornton Audit Pty Ltd Collins Square, Tower 5 727 Collins Street DOCKLANDS VIC 3008 SHARE REGISTRY Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000 STOCK EXCHANGE LISTING Australian Securities Exchange (ASX) ASX Code: YOJ CORPORATE DIRECTORY BOARD OF DIRECTORS David Morton Chairman Ed Clarke Managing Director Ray Lee Non-Executive Director Gary Flowers Non-Executive Director COMPANY SECRETARY Sonu Cheema REGISTERED OFFICE Suite 9 330 Churchill Ave Subiaco WA 6008 Telephone: (+61) 08 6489 1600 Facsimile: (+61) 08 6489 1601 www.yojee.com CONTENTS Corporate Directory Directors’ Report Auditor’s Independence Declaration Directors’ Declaration Independent Audit Report 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 Additional Shareholder Information 1 2 11 12 13 16 17 18 19 20 54 YOJEE LIMITED - ANNUAL REPORT 2020 1 For personal use only DIRECTORS’ REPORT The Directors of Yojee Limited (the “Company”) and its subsidiaries (collectively, the “Group” or “Yojee”) submit herewith their report and the consolidated financial statements of the Group for the financial year ended 30 June 2020. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: DIRECTORS The names and details of the Company’s Directors at any time during or since the end of the financial year are outlined below. Unless otherwise disclosed, all Directors held their office from 1 July 2019 until the date of this report. Mr David Morton – Chairman (Appointed 3 March 2020) Mr Morton is an experienced Corporate Banker with a successful career spanning 40 years at Westpac and HSBC with a focus in the APAC region. He recently returned to Australia after 12 years working in Asia (Vietnam, Malaysia, Hong Kong) in a number of Pan-Asian roles including Managing Director, Head of Corporate, Financials and Multinationals Banking, Asia-Pacific. Mr Morton is a Graduate of the Australian Institute of Company Directors (GAICD), and holds a Business Studies degree (Accounting) from Victoria University. He also attended the Advanced Management program at Insead in Fontainebleu, France. An experienced senior banking executive, Mr Morton brings strong, authentic leadership skills across a wide range of businesses, cultures and geographies. He has a very strong track record in both building and restructuring businesses to cope with high growth environments. Mr Morton is an independent Director. Mr Edward Clarke – Managing Director (Appointed 26 May 2016) Mr Clarke is an experienced technology entrepreneur with a background in taking innovative technology platforms to market in areas such as real-time communication, big data marketing and e-commerce. As Vice President of Sales for Temasys Communications Pte Ltd, Mr Clarke was part of a team that IBM recognised as a "Top 5 global start-up to watch in 2014". More recently, Mr Clarke has been working as Vice President of Sales and Marketing with Silicon Valley and Asia venture capitalist backed marketing technology platform Ematic which now has over 200 of South East Asia’s leading e-commerce retailers as clients. Mr Clarke is a non-independent Director. Mr Ray Lee – Non-Executive Director (Appointed 9 March 2017; Retired as Chairman, assumed the position of Non-Executive Director on 3 March 2020) Mr Lee is a well-respected port development, port management and operations executive, with over forty years international industry experience. He established Portside Solutions in 2007 and has successfully consulted on significant projects for global companies including and currently, APM Terminals and DP World Australia. Portside Solutions has been engaged in examining pit to port solutions for multiple mining companies throughout Africa, South America and Australia. With offices in Dubai, Canada and Australia, Portside Solutions delivers a broad portfolio of services globally. Mr Lee is an independent Director. Mr Gary Flowers – Non-Executive Director (Appointed 1 May 2019) Mr Flowers has extensive listed company experience and is widely recognised for transforming organisations where culture is valued as a sustainable advantage; engaging staff, stakeholders and the public. Mr Flowers has been integral in establishing brands on a global stage across Australia, New Zealand, Asia, Europe, Middle East and the USA, primarily across three distinctive industry sectors, Professional Services, Sports & Media, and Property. Mr Flowers currently serves in the capacity of Chairman for Mainbrace Constructions Pty Ltd, NSW Institute of Sport and EMM Consulting. Mr Flowers is an independent Director. YOJEE LIMITED - ANNUAL REPORT 2020 2 For personal use only Ms Shannon Robinson – Non-Executive Director (Appointed 20 January 2016; Resigned on 3 March 2020) Ms Robinson specialises in providing corporate and strategic advice in relation to acquisitions and mergers, capital raisings, listing of companies on stock exchanges (ASX & AIM), due diligence reviews and legal compliance and managing legal issues associated with activities undertaken by clients. Ms Robinson is a former corporate lawyer having gained extensive corporate experience as a solicitor at boutique corporate law firms. Ms Robinson has been a director of several ASX and AIM listed companies. Ms Robinson is a Chairperson of HSC Technology Group Limited (ASX: HSC). Ms Robinson was an independent Director. Mr Sonu Cheema – Company Secretary (Appointed 26 May 2016) Mr Cheema holds the position of Accountant and Company Secretary for Cicero Group Pty Ltd with experience working with public and private companies in Australia and abroad. Roles and responsibilities conducted by Mr Cheema include completion and preparation of management & ASX financial reports, investor relations, Initial Public Offer (IPO), mergers & acquisitions, management of capital raising activities and auditor liaison. Mr Cheema has completed a Bachelor of Commerce majoring in Accounting at Curtin University and is a CPA member. PRINCIPAL ACTIVITIES Yojee is a cloud-based Software-as-a-Service (“SaaS”) logistics platform that seamlessly and uniquely manages, tracks and optimises freight movements along the entire logistics chain, from sender to end customer, across borders and between logistics providers (land, sea, air), with subcontractors and for multi- leg journeys. Rarely is a single carrier servicing an entire goods journey from sender to end customer, or exclusively using one type of transportation method. Yojee provides connectivity and more efficient planning along the entire journey. Yojee's customers are predominantly third-party logistics providers (3PL) and logistics companies (2PL) who benefit from powerful APIs, visibility, accountability and control. EVENTS SUBSEQUENT TO REPORTING DATE No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation. DIVIDENDS No dividend has been declared or paid since the incorporation of the Group on 30 April 2010 and the Directors do not recommend the payment of any dividend in respect of the financial year ended 30 June 2020. YOJEE LIMITED - ANNUAL REPORT 2020 3 For personal use only SHARE OPTIONS Options over ordinary shares of Yojee Limited at the date of this report are as follows: Item Opening Balance Exercise Price of Options Unlisted Options1 Unlisted Options2 Unlisted Options Unlisted Options3 Unlisted Options Unlisted Options4 Unlisted Options5 Unlisted Options Unlisted Options Unlisted Options6 Unlisted Options7 17,000,000 13,000,000 11,000,000 2,500,000 26,666,644 - - - - - - $0.02 $0.07 $0.07 $0.20 $0.15 $0.10 $0.15 $0.10 $0.15 $0.10 $0.15 Options Cancelled/ Expired - - (11,000,000) - (26,666,644) - - (1,000,000) (1,000,000) - - 70,166,644 - (39,666,644) Granted Closing Balance Expiry Date of Options - - - - - 1,000,000 1,000,000 1,000,000 1,000,000 1,500,000 1,500,000 7,000,000 17,000,000 13,000,000 27 May 2021 27 May 2021 - 9 Jun 2020 2,500,000 29 Dec 2020 - 23 Jan 2020 1,000,000 1,000,000 - - 1 Apr 2023 1 Apr 2024 17 May 2023 17 May 2024 1,500,000 20 Dec 2022 1,500,000 20 Dec 2022 37,500,000 1 Unquoted Options exercisable at $0.02 each on or before the date that is 5 years from the date of issue of the Options. 2 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.07 per Share (exercisable at $0.07 on or before 27 May 2021); 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.10 per Share (exercisable at $0.07 on or before 27 May 2021); 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.15 per Share (exercisable at $0.07 on or before 27 May 2021); and 4,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.20 per Share (exercisable at $0.07 on or before 27 May 2021). 3 2,500,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.25 per Share (exercisable at $0.20 on or before 29 December 2020). 4 1,000,000 unquoted options vesting on a 12-month service condition (exercisable at $0.10 on or before 1 April 2023). 5 1,000,000 unquoted options vesting on a 24-month service condition (exercisable at $0.15 on or before 1 April 2024). 6 1,500,000 unquoted options vesting on a 12-month service condition (exercisable at $0.10 on or before 20 December 2022). 7 1,500,000 unquoted options vesting on a 24-month service condition (exercisable at $0.15 on or before 20 December 2022). YOJEE LIMITED - ANNUAL REPORT 2020 4 For personal use only REMUNERATION REPORT (AUDITED) The Directors of Yojee Limited present the Remuneration Report prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001. The remuneration report is set out under the following main headings: a. b. c. d. e. Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based remuneration Other information a. Principles used to determine the nature and amount of remuneration The remuneration of the Group has been designed to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long-term incentives based on key performance areas. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Executives and Directors to run and manage the Group, as well as create goal congruence between Directors, Executives and shareholders. Executive Director Remuneration In determining the level and make-up of executive remuneration, the Board negotiates a remuneration to reflect the market salary for a position and individual of comparable responsibility and experience. During the year ended 30 June 2020, the Group established a remuneration committee. Remuneration is regularly compared with the external market by participation in industry salary surveys and during recruitment activities generally. If required, the Board may engage an external consultant to provide independent advice in the form of a written report detailing market levels of remuneration for comparable executive roles. No external remuneration consultant was used during the year. All remuneration paid to Directors and Executives is valued at the cost to the Group and expensed. Options are valued using the Black-Scholes methodology. Non-Executive Director Remuneration Non-Executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders. The limit of Non-Executive Director fees was set at a maximum of $250,000 at a Board meeting held on 12 May 2010. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act 2001 at the time of the Director’s retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board, which may be subject to shareholder approval in accordance with the ASX Listing Rules. Performance-Based Remuneration Remuneration packages do not include performance-based components. An individual member of staff’s performance assessment is done by reference to their contribution to the Group’s overall operational achievements. YOJEE LIMITED - ANNUAL REPORT 2020 5 For personal use only Relationship between the remuneration policy and company performance The table below sets out summary information about the Group’s earnings and movements in shareholder wealth. 30 June 30 June 30 June 30 June 30 June Net loss after tax Dividends (cents per share) Share price Basic EPS (cents) Diluted EPS (cents) 2020 $ (6,163,844) - $0.088 2019 $ 2018 $ 2017 $ 2016 $ (3,716,377) - (5,691,864) - (1,863,076) - (6,215,427) - $0.060 (0.68) (0.44) (0.88) (0.48) (5.12) (0.68) (0.44) (0.88) (0.48) (5.12) $0.073 $0.135 $0.085 The remuneration of the Directors is not linked to the performance, share price or earnings of the Group. Voting and comments made at the company’s last Annual General Meeting Yojee Limited received overwhelming votes in favour of its Remuneration Report for the financial year ended 30 June 2019. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting held on 22 November 2019. b. Details of remuneration Details of the nature and amount of each element of the remuneration of each key management personnel of Yojee Limited are as follows: 30 June 2020 Short-term benefits Salary and Fees $ Post-employment Superannuation $ Equity based compensation Shares Options Total $ $ $ Directors Executive Directors Mr E Clarke1 Non-Executive Directors Mr D Morton Mr R Lee Ms S Robinson Mr G Flowers 271,290 - - - 271,290 16,364 1,555 - 44,660 62,579 48,409 4,599 40,091 3,809 42,000 3,990 13,953 418,154 - - - - 53,008 - 43,900 87,168 41,178 517,945 - 85,838 1 Mr E Clarke is engaged in a managing director capacity for Yojee Ops Pte Ltd, a wholly-owned subsidiary company of Yojee Limited that is based in Singapore. Fees are paid in Singapore dollars (“SGD”) and are converted at the average rate for the financial year ended 30 June 2020. Salary and Fees for Mr E Clarke includes expense of $12,816 relating to movement in provision for leave entitlements for the financial year then ended. YOJEE LIMITED - ANNUAL REPORT 2020 6 For personal use only 30 June 2019 Short-term benefits Salary and Fees $ Post-employment Superannuation $ Equity based compensation Shares Options Total $ $ $ Directors Executive Directors Mr E Clarke1 Mr J Marinko2 Non-Executive Directors Mr R Lee Ms S Robinson Mr G Flowers 296,734 - - 27,436 324,170 160,591 15,678 - (400,926) (224,657) 60,000 5,700 37,167 3,531 760 8,000 25,669 562,492 - 81,268 146,968 - 40,698 - - 8,760 - 295,939 - (292,222) 1 Mr E Clarke is engaged in a managing director capacity for Yojee Ops Pte Ltd, a wholly-owned subsidiary company of Yojee Limited that is based in Singapore. Fees are paid in Singapore dollars (“SGD”) and are converted at the average rate for the financial year ended 30 June 2019. In this report, 30 June 2019 Salary and Fees for Mr E Clarke includes expense of $51,094 relating to movement in provision for leave entitlements for the financial year then ended. 2 Mr J Marinko’s 15,000,000 unvested options were cancelled upon his resignation as a Director of Yojee Limited. The equity-based compensation in the table above is reflective of the cancellation of these options. In this report, 30 June 2019 Salary and Fees for Mr J Marinko includes expense of $(4,438) relating to movement in provision for leave entitlements for the financial year then ended. c. Service agreements On 25 May 2016, the Company engaged Cicero Corporate Services Pty Ltd for administrative and company secretarial services. Cicero Corporate Services Pty Ltd is paid $8,800 per month for these services. d. Share-based remuneration Options Issued as Part of Remuneration for the financial year ended 30 June 2020 During the year, 2,000,000 and 3,000,000 options were issued to Mr D Morton and Mr G Flowers, respectively. The options issued to Mr D Morton was cancelled in June 2020 upon his appointment as Chairman of the Board of Directors. Details on the option issued to Mr G Flowers are disclosed in section e. Other information of the Directors’ report. Shares Issued as Part of Remuneration for the financial year ended 30 June 2020 No shares were issued during the year as part of the compensation. YOJEE LIMITED - ANNUAL REPORT 2020 7 For personal use only e. Other information The following table provides details of shares and options held by Key Management Personnel. Share and Option holdings of Directors and Key Management Personnel or their nominees The relevant interest of each director in the shares and options over such shares issued by the companies within the Group and other related bodies corporate, as notified by the directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, as at 30 June 2020 is as follows: 2020 Shares Options Ordinary Shares No. Performance Shares No. Mr R Lee Mr E Clarke Ms S Robinson1 Mr D Morton Mr G Flowers 200,000 - 17,820,000 934,102 250,000 - - - - - Options No. - 13,000,000 5,000,000 - 1,500,000 1,500,000 Exercise Price $ First exercise date Last exercise date - $0.07 $0.02 - $0.10 $0.15 - - - - - - 27 May 2021 27 May 2021 20 Dec 2022 20 Dec 2022 1 Shareholding of Ms S Robinson are as at her date of resignation, 3 March 2020. The movement during the reporting year in the number of options over ordinary shares in Yojee Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: 2020 Opening Balance Granted as Compensation Exercised Mr R Lee Mr E Clarke Ms S Robinson Mr D Morton Mr G Flowers 5,000,000 13,000,000 5,000,000 - - - - - 2,000,000 3,000,000 Total 23,000,000 5,000,000 - - - - - - Other Changes (Cancelled or Expired) Vested and exercisable at 30 June 2020 Unvested at 30 June 2020 (5,000,000) - - - (2,000,000) - 13,000,000 5,000,000 - 1,500,000 (7,000,000) 19,500,000 - - - - 1,500,000 1,500,000 Shareholdings by Directors and Key Management Personnel or their nominees 2020 Mr R Lee Mr E Clarke Ms S Robinson1 Mr D Morton Mr G Flowers Total Opening Balance Conversion of Options Compensation - - 17,700,000 - - 17,700,000 - - - - - - - - - - - - Purchased/ (Sold) Balance 30 June 2020 200,000 200,000 - 120,000 934,102 250,000 - 17,820,000 934,102 250,000 1,504,102 19,204,102 1 Shareholding of Ms S Robinson are as at her date of resignation, 3 March 2020. Loans/Payables to Key Management Personnel As at 30 June 2020, there were no loans or payables to the Group Key Management Personnel. Other transactions with Key Management Personnel There are no other transactions with Key Management Personnel during the financial year ended 30 June 2020 other than those detailed above. YOJEE LIMITED - ANNUAL REPORT 2020 8 For personal use only DIRECTORS’ MEETINGS The following table sets out the number of Directors’ meetings held during the financial year ended 30 June 2020 and the number of meetings attended by each Director. During the period, 8 Board meetings were held. There is no separate nomination, remuneration or audit committee. Name Mr R Lee Mr E Clarke Ms S Robinson Mr G Flowers Mr D Morton Board Meetings Eligible to attend 8 8 5 8 3 Held 8 8 5 8 3 Attended 8 8 5 8 3 INDEMNIFICATION OF OFFICERS AND AUDITORS During the financial year, the Group renewed a premium in respect of a contract insuring the Directors of the Group (as named above), the company secretary and all executive officers of the Group and of any related body corporate against a liability incurred as such as a director, secretary or executive officer 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. The Group has not otherwise, during or since the end of the period, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Group or of any related body corporate against a liability incurred as such an officer or auditor. NON-AUDIT SERVICES The Directors are satisfied that the provision of the non-audit services, during the year by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standards of independence for auditors imposed by the Corporations Act 2001. No officers of the Group are former partners of Grant Thornton. 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. YOJEE LIMITED - ANNUAL REPORT 2020 9 For personal use only �� YOJEE LIMITED - ANNUAL REPORT 2020 10 For personal use only Collins Square, Tower 5 727 Collins Street Melbourne VIC 3000 Correspondence to: GPO Box 4736 Melbourne VIC 3000 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Yojee Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Yojee Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. Grant Thornton Audit Pty Ltd Chartered Accountants B L Taylor Partner – Audit & Assurance Melbourne, 31 August 2020 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 11 For personal use only Y O J E E L I M I T E D - A N N U A L R E P O R T 2 0 2 0 �� YOJEE LIMITED - ANNUAL REPORT 2020 12 For personal use only Collins Square, Tower 5 727 Collins Street Melbourne VIC 3000 Correspondence to: GPO Box 4736 Melbourne VIC 3001 T +61 3 8320 2222 F +61 3 8329 2200 E info.vic@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report To the Members of Yojee Limited Report on the audit of the financial report Opinion We have audited the financial report of Yojee Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated 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: a giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and b 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 3.4 in the financial statements, which indicates that the Group incurred a net loss of $6,163,197 during the year ended 30 June 2020, and a net operating cash outflow of $4,080,865. As stated in Note 3.4, these events or conditions, along with other matters as set forth in Note 3.4, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. YOJEE LIMITED - ANNUAL REPORT 2020 For personal use only 1 3 Emphasis of matter - Coronavirus (COVID-19) pandemic We draw attention to Note 4 of the financial report, which describes the circumstances relating to COVID-19 and the uncertainty surrounding any potential financial impact on the financials. Our opinion is not modified in respect of this matter Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Key audit matter How our audit addressed the key audit matter Intangible assets – Impairment (Note 8) As at 30 June 2020, the Group has a value of capitalised intangible assets totalling $5,263,064 relating to software development costs. The Group is required to perform an impairment assessment if there are external and or internal indicators of impairment in accordance with AASB 136: Impairment of assets. This area is a key audit matter due to the inherent subjectivity involved within impairment testing. Revenue – Revenue recognition (Note 5) During the year ending 30 June 2020, the Group recognised $435,025 of software revenues and $219,046 of Network revenues. The group has two main revenue streams, and customer contracts with varying performance obligations which are achieved at a point in time or over time. This is a key audit matter due to the judgement required to complete the assessment of the contracts held with customers, and the impact on revenue recognition. Our procedures included, amongst others:  Understanding and documenting management’s process of determining the carrying value of the intangible assets;  Reviewed management’s assessment of the existence of impairment indicators;  Determining if management’s assessment of the intangible asset being ready for use is appropriate;  Reviewing management's assessment of useful life;  Assessing if there are internal and or external indicators of impairment; and  Assessing the adequacy of the related disclosures in the financial statements. Our procedures included, amongst others:  Obtaining an understanding of the nature of revenue transactions and evaluating management’s revenue recognition and accounting policies for compliance;  Reviewing managements AASB 15 Revenues from contracts with customers assessment and the recognition of revenue associated with contracts held with customers;  Selecting a sample of revenue transactions, and tracing to supporting documentation;  Ensuring revenue not earned during the year was appropriately recognised as a contract liability at year end;  Selecting a sample of revenue transactions before year end and after year end to ensure they were recognised in the appropriate period;  Completing an analytical review of revenues recognised during the year compared to prior year; and  Assessing the adequacy of disclosures for compliance with the revenue recognition requirements of Australian Accounting Standards (AASBs). Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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. YOJEE LIMITED - ANNUAL REPORT 2020 For personal use only 1 4 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 Group 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 Group’s ability 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_responsibilites/ar1_2020.pdf. This description forms part of our auditor’s report. Report on the remuneration report Opinion on the remuneration report We have audited the Remuneration Report included in pages 5 to 8 of the Directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Yojee Limited, for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Group 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. Grant Thornton Audit Pty Ltd Chartered Accountants B L Taylor Partner – Audit & Assurance Melbourne, 31 August 2020 YOJEE LIMITED - ANNUAL REPORT 2020 For personal use only 1 5 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Revenue Trade revenue Other income Currency related gains Interest income Expenses Technology and related costs Network delivery and related costs Employee benefits expense Depreciation and amortisation expense Impairment of intangible assets Amortisation of intangible assets Consulting fees Auditor remuneration Professional fees Share-based payments expense Currency related losses Other expenses Loss before income tax expense Income tax expense Note 30 June 2020 $ 30 June 2019 $ 5 6 654,071 117,741 26,694 22,679 508,552 114,291 686,541 66,010 (44,630) (205,195) (2,485,492) (193,135) (935,428) (40,418) (565,304) (59,086) (374,861) (39,540) (300,450) (2,599,298) (31,512) - - (483,026) (63,080) (445,107) 7 8 8 11 19 (697,629) (1,451) (306,174) (1,077,030) (6,163,197) (647) (15,947) (1,112,114) (3,716,131) (246) 9 Loss attributable to members of the parent entity (6,163,844) (3,716,377) Exchange differences on translation of foreign operations 252,416 (663,653) Total comprehensive loss (5,911,428) (4,380,030) Items that may be reclassified subsequently to profit or loss: Exchange difference on translating foreign operations 252,416 (663,653) Earnings/(loss) per share Basic earnings/(loss) per share Diluted earnings/(loss) per share 25 Cents per Share (0.68) (0.68) Cents per Share (0.44) (0.44) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. YOJEE LIMITED - ANNUAL REPORT 2020 16 For personal use only CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 Current Assets Cash and cash equivalents Trade and other receivables, net Contract assets Other current assets Total Current Assets Non-Current Assets Property Plant and Equipment Intangible assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Contract liabilities Provision for employee entitlements Lease liabilities Other current liabilities Total Current Liabilities Non-Current Liabilities Contract liabilities Lease liabilities Total Non-Current Liabilities Total Liabilities Net Assets Equity Share capital Share-based payment reserve Foreign currency reserve Accumulated losses Total Equity Note As at 30 June 2020 $ As at 30 June 2019 $ 12 13 5 14 7 8 15 5 16 17 5 17 18 4,316,712 3,406,410 172,250 95,428 3,643 4,763 54,863 4,547,468 66,684 3,573,285 199,334 19,267 5,263,064 5,462,398 10,009,866 5,061,362 5,080,629 8,653,914 199,896 261,233 272,830 156,363 98,530 88,524 170,346 - 3,603 745,205 - 506,120 88,368 24,498 112,866 858,071 162,169 - 162,169 668,289 9,151,795 7,985,625 31,698,377 1,974,427 (740,313) (23,780,696) 25,097,377 1,496,650 (992,729) (17,615,673) 9,151,795 7,985,625 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. YOJEE LIMITED - ANNUAL REPORT 2020 17 For personal use only CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note Share capital Foreign currency reserve Share-based payment reserve Accumulated losses Total $ $ $ $ $ Balance at 1 July 2019 25,097,377 (992,729) 1,496,650 (17,615,673) 7,985,625 Adjustment on adoption of AASB 16 2 - - - (1,179) (1,179) Adjusted balance at 1 July 2019 25,097,377 (992,729) 1,496,650 (17,616,852) 7,984,446 Loss for the period before employee share - - - (6,163,844) (6,163,844) ownership expense Exchange differences arising on translation - 252,416 of foreign operations Share placement, net of expenses Share-based payments options and rights 6,380,998 220,002 - - - - - 252,416 - 6,380,998 477,777 - 697,779 Balance at 30 June 2020 31,698,377 (740,313) 1,974,427 (23,780,696) 9,151,795 Share capital Foreign currency reserve Share-based payment reserve Accumulated losses Total $ $ $ $ $ Balance at 1 July 2018 17,497,376 (329,076) 1,494,999 (13,770,367) 4,892,932 Adjustment on adoption of AASB 15 - - - (128,929) (128,929) Adjusted balance at 1 July 2018 17,497,376 (329,076) 1,494,999 (13,899,296) 4,764,003 Loss for the period Exchange differences arising on translation of foreign operations - - - (663,653) Share placement, net of expenses 7,600,001 Share-based payments options and rights - - - - (3,716,377) (3,716,377) - - 1,651 - (663,653) - - 7,600,001 1,651 Balance at 30 June 2019 25,097,377 (992,729) 1,496,650 (17,615,673) 7,985,625 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. YOJEE LIMITED - ANNUAL REPORT 2020 18 For personal use only CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 30 June 2020 $ 30 June 2019 $ 23 Cash Flows From Operating Activities Receipts from customers Interest received Other Income Payments to suppliers and employees Net cash used in operating activities Cash Flows From Investing Activities Payments for property, plant and equipment Payments for intangible assets Net cash used in investing activities Cash Flows From Financing Activities Proceeds from issue of equity securities Payments for costs of issuance of equity securities Repayment of lease liabilities Interest paid on leases Proceeds from exercise of options and issue of performance rights 561,685 29,734 100,145 (4,772,429) (4,080,865) (8,382) (1,177,548) (1,185,930) 6,700,000 (319,002) (170,360) (15,575) 150 632,990 58,955 9,873 (5,097,047) (4,395,229) (2,631) (1,880,223) (1,882,854) 8,000,000 (399,999) - - 200 Net cash flows from financing activities 6,195,213 7,600,201 Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Exchange differences on cash and cash equivalents Cash and cash equivalents at the end of period 12 928,418 3,406,410 (18,116) 4,316,712 1,322,118 2,039,192 45,100 3,406,410 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes YOJEE LIMITED - ANNUAL REPORT 2020 19 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 1. GENERAL INFORMATION Yojee Limited (the “Company”) is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (“ASX”). Yojee Limited is a for- profit entity for the purpose of preparing the financial statements. The addresses of its registered office and principal place of business are disclosed in the introduction to the financial report. The principal activities of the Company and its subsidiaries (collectively, the “Group”) are described in the Directors’ Report. 2. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. AASB 16 Leases AASB 16 Leases became applicable to annual reporting periods beginning on or after 1 January 2019. Accordingly, these standards apply for the first time to this set of financial statements. The nature and effect of changes arising from these standards are summarised in this section and in Note 3.9. AASB 16 Leases replaces AASB 117 Leases. The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting AASB 16 being recognised in equity as an adjustment to the opening balance of retained earnings for the current period. Prior periods have not been restated. For contracts in place at the date of initial application, the Group has elected to apply the definition of a lease from AASB 117 Leases and Interpretation 4 Determining whether an Arrangement contains a Lease and has not applied AASB 16 Leases to arrangements that were previously not identified as lease under AASB 117 and Interpretation 4. The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of AASB 16, being 1 July 2019. Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of AASB 16. On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets the Group has applied the optional exemptions to not recognise right-of-use assets but to account for the lease expense on a straight-line basis over the remaining lease term. On transition to AASB 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under AASB 16 was 5%. The Group has benefited from the use of hindsight for determining lease term when considering options to extend and terminate leases. YOJEE LIMITED - ANNUAL REPORT 2020 20 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 The following is a reconciliation of total operating lease commitments at 30 June 2019 to the lease liabilities recognised at 1 July 2019. Total operating lease commitments disclosed at 30 June 2019 $ $ 363,568 Recognition exemptions: • Leases with remaining lease term of less than 12 months • Short-term leases Other minor adjustments relating to commitment disclosures (10,204) (21,335) (3,273) Operating lease liabilities before discounting Discounted using incremental borrowing rate Operating lease liabilities Operating lease commitments disclosed relating to new leases and/or lease modifications entered into post 1 July 2019 Total lease liabilities recognised under AASB 16 at 1 July 2019 (34,812) 328,756 (15,298) 313,458 (287,176) 26,282 The following is a reconciliation of lease liabilities to right-of-use asset recognised at 1 July 2019. Total lease liabilities recognised under AASB 16 at 1 July 2019 Adjustment to opening accumulated losses Total right-of-use assets recognised under AASB 16 at 1 July 2019 AASB Interpretation 23 Uncertainty Over Income Tax Treatments $ 26,282 (1,179) 25,103 AASB 2017-4 amends AASB 1 First-time Adoption of Australian Accounting Standards to add paragraphs arising from AASB Interpretation 23 Uncertainty over Income Tax Treatments. When these amendments are first adopted for the year ending 30 June 2020 on 1 July 2019, there was no material impact on the financial statements. YOJEE LIMITED - ANNUAL REPORT 2020 21 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted for the annual reporting financial year ended 30 June 2020. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. Those which may be relevant to the Group are set out below. AASB 2019-1 Amendment to Australian Accounting Standards – References to the Conceptual Framework The Conceptual Framework sets out a comprehensive set of concepts for financial reporting, standard setting guidance for preparers in developing consistent accounting policies and assistance to others in their efforts to understand and interpret the standards. The Conceptual Framework includes some new concepts, provides updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. The changes to the Conceptual Framework may affect the application of Australian Accounting Standards in situations where no standard applies to a particular transaction or event. The likely impact on the Group of first adopting the new Conceptual Framework for the year ending 30 June 2021 has not been determined. 3. SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. 3.1 Statement of compliance These consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations, and comply with other requirements of the law. Australian Accounting Standards incorporate International Financial Reporting Standards (IFRS’s) as issued by the International Accounting Standards Board. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with IFRS’s. The consolidated financial statements were authorised for issue by the directors on 31 August 2020. 3.2 Basis of preparation The consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars. YOJEE LIMITED - ANNUAL REPORT 2020 22 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 3.3 Principles of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries as listed in Note 28 (collectively the “Group”). Control is achieved where the Company is exposed or has rights to variable returns from its involvement with the subsidiary and has the ability to affect those returns. All inter-company balances and transactions between entities, including any unrealised profits or losses, where applicable, have been eliminated on consolidation. Accounting policies of subsidiaries are consistent with those policies applied by the parent entity. 3.4 Going concern The financial report has been prepared on the going concern basis which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business. The going concern of the Company is dependent upon it generating increased cash receipts from sales growth, managing its costs and raising additional funds through future capital raisings. For the year ended 30 June 2020 the Company recorded a loss before income tax expense of $6,163,197 (2019: $3,716,131), a net operating cash outflow of $4,080,865 (2019: $4,395,229), cash and cash equivalents of $4,316,712 (2019: $3,406,410), a net assets position of $9,151,795 (2019: $7,985,625) and a market capitalisation of approximately $86.7 million. The Directors have noted that, while the Company continues to operate at a loss, there has been year on year growth in revenue and there is a reasonable expectation of this growth trend continuing. The Directors continue to monitor the ongoing funding requirements of the Group on a monthly basis including the monitoring of costs. The Directors believe that the Company can meet its financial obligations when they fall due enabling it to continue as a going concern and as such are of the opinion that the financial report has been appropriately prepared on a going concern basis. The Company continues to be engaged with its investors and capital markets advisors. Should the Group be unable to obtain the funding, there is a material uncertainty as to whether the Group will be able to continue as a going concern, and therefore, whether it will be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those stated in the financial report. The financial report does not include any adjustment relating to recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern. The following significant accounting policies have been adopted in the preparation and presentation of the financial report: YOJEE LIMITED - ANNUAL REPORT 2020 23 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 3.5 Revenue recognition 3.5.1 Software revenue Revenue arises mainly from the provision of software subscription and related services including, but not limited to, Yojee Software-as-a-Service (“SaaS”) software, PCS, set-up services and software customisation. To determine whether to recognise revenue, the Group follows a 5-step process: 1. 2. 3. 4. 5. Identifying the contract with a customer Identifying the performance obligations Determining the transaction price Allocating the transaction price to the performance obligations Recognising revenue when/as performance obligation(s) are satisfied The Group typically enters into transactions involving a range of 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 (or as) 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 contract 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 the passage of time is required before the consideration is due. Software subscription Revenue from software subscription is recognised when (or as) the benefit of the software subscription is consumed by the customer. Typically, customers are billed in advance of their monthly subscription cycle. The relevant payment due dates are specified in each contact and in all invoices. Software subscription is a distinct performance obligation comprised of the following; account set-up, right-to-access Yojee software, post-contract customer support services (“PCS”), and cloud hosting. These promises for goods and services are inputs to a combined output, i.e. software subscription, thus, they are not capable of being distinct or separately identified under AASB 15. The promises are highly integral in the provision of software subscription to the customer and, respectively, they do not have standalone value. The Group allocates the transaction price between the software subscription and other performance obligations identified in a contract on a relative stand-alone selling price basis. Revenue for software subscription is recognised over time over the period of subscription, using time- elapsed as an output method to estimate the Group’s progress toward completion. As the customer simultaneously receives and consumes the benefits provided with access to the Yojee software, time- elapsed provides a faithful depiction of the transfer of goods and services to the customer. YOJEE LIMITED - ANNUAL REPORT 2020 24 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Software customisation services (a) With subscription to customised software The Group enters into contracts for the modification and/or customisation of the Yojee software in exchange for a fixed fee. Contracts for a customised software are often accompanied by customers’ purchase of right to access the customised software. Due to the significant customisation performed as well as the high degree of interdependence between the various elements of these projects, software customisation services and the eventual subscription to the customised software are accounted for as a single performance obligation. The transaction price allocated to this performance obligation based on relative stand-alone selling prices is recognised as revenue over the period of customers’ subscription to the customised software. This is because the customisation service and subscription to the customised software are inputs to a combined output, i.e. right to access a customised software. Revenue should therefore be recognised over the time where the customer has access to the customised software that is functioning as per agreed specifications. Revenue is recognised over the period of subscription, using time-elapsed as an output method to estimate the Group’s progress toward completion. As the customer simultaneously receives and consumes the benefits provided with access to the customised software, time-elapsed provides a faithful depiction of the transfer of goods and services to the customer. Consideration received prior to the actual delivery and customer usage of the customised software is deferred until such event. However, consideration received under contract with customisation service that is terminated prior to delivery and actual usage by the customer is recognised as revenue to the extent that it is non-refundable. (b) Without subscription to customised software Contracts may be negotiated solely for customisation service, i.e. without eventual subscription to the customised software. Such contracts may relate to customisation of booking pages that is hosted on a customer-controlled platform. As such, the main performance obligation would be the customisation work and the ultimate delivery of the customised product to the customer. To depict the progress by which the Group transfers control of the systems to the customer, and to establish when and to what extent revenue can be recognised, the Group measures its progress towards complete satisfaction of the performance obligation by determining the percentage of completion as of measurement date, usually by comparing actual hours spent to date with the total estimated hours required to customise the product. The hours-to-hours basis provides the most faithful depiction of the transfer of goods and services to each customer. The performance obligation is fully satisfied upon customer acceptance or a reasonable time of usage by the customer without adverse feedback. Such arrangements may include detailed customer payment schedules. When payments received from customers exceed revenue recognised to date on a particular contract, any excess (a contract liability) is reported in the statement of financial position under contract liabilities. The Group receives a fixed fee for its software contracts. There was no variable consideration noted in its contract with customers. YOJEE LIMITED - ANNUAL REPORT 2020 25 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 3.5.2 Network revenue Network revenue relates to revenue arising from delivery services in Singapore. Deliveries are split into various categories such as express, same day and next day deliveries. The delivery services provided are primarily used as a testbed for the Groups software product. Revenue is recognised upon successful delivery, thus performance obligation is satisfied at a point in time. The adoption of the new standard did not have a material impact on network revenue. The Group recognises contract liabilities for consideration received or billed in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives or bills the consideration, the Group recognises either a contract asset in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due. Satisfied performance obligations that are received or billed are recognised as receivables. Impairment assessment for contract assets are described in Note 3.16. 3.5.3 Interest income Interest income is recognised on an accrual basis using the effective interest method. 3.5.4 Government grants Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grant relates to an asset, the fair value is recognised as deferred capital grant on the balance sheet and is amortised to profit or loss over the expected useful life of the relevant asset by equal annual instalments. 3.6 Share-based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is determined by application of the Black-Scholes methodology. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the option reserve. The consolidated financial statements recognise amounts in respect of other equity-settled shared based payments. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of the liability is re-measured, with any changes in fair value recognised in profit or loss for the year. YOJEE LIMITED - ANNUAL REPORT 2020 26 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 3.7 Taxation The income tax expense (revenue) comprises current income tax expense (income) and deferred tax expense (income). 3.7.1 Current tax Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. 3.7.2 Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related assets or liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. 3.7.3 Current and deferred tax for the period Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination. YOJEE LIMITED - ANNUAL REPORT 2020 27 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 3.8 Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except: a. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or for receivables and payables which are recognised inclusive of GST. b. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable, the tax authority. 3.9 Leases As described in Note 2, the Group has applied AASB 16 using the modified retrospective approach and therefore comparative information has not been restated. This means comparative information is still reported under AASB 117 and Interpretation 4. Accounting policy applicable from 1 July 2019 The Group as a lessee For any new contracts entered into on or after 1 July 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether: • • • the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. Measurement and recognition of leases as a lessee At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). YOJEE LIMITED - ANNUAL REPORT 2020 28 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. Right-of-use asset balance is included in property, plant and equipment balance. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term. On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in current and non-current lease liabilities. Accounting policy applicable before 1 July 2019 The Group as a lessee Operating leases Payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. The Group does not have finance leases and is not a lessor in its lease contracts. 3.10 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 3.11 Foreign currencies Foreign currency translation The consolidated financial statements are presented in Australian dollars, which is the parent entity’s functional and presentation currency. YOJEE LIMITED - ANNUAL REPORT 2020 29 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Foreign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. 3.12 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. 3.13 Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 3.14 Impairment of non-financial assets For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. All individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If events or changes in circumstances indicate a possible impairment, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are largely independent from other assets, the Group estimates the recoverable amount of the cash- generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. YOJEE LIMITED - ANNUAL REPORT 2020 30 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Where an impairment loss subsequently reverses, the carrying amount of the asset excluding goodwill (cash-generating unit) is increased to the revised estimate of it recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. 3.15 Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the financial period. 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 the dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 3.16 Financial instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expired. Classification and subsequent measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: • amortised cost • fair value through profit or loss (FVPL) Classifications are determined by both: • • the Group’s business model for managing the financial asset the contractual cash flow characteristics of the financial assets YOJEE LIMITED - ANNUAL REPORT 2020 31 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 All income and expenses relating to financial assets that are recognised 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. Subsequent measurement financial assets (a) Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): • • 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 receivables fall into this category of financial instruments. (b) Financial assets at fair value through profit or loss (FVPL) 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 FVPL. There are no financial instruments that fall into this category for the financial year ended. Impairment of financial assets AASB 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit losses (“ECL”) model’. Instruments within the scope of the new requirements included trade receivables and contract assets recognised and measured under AASB 15 that are not measured at fair value through profit or loss. 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. The Group makes use of a simplified approach in accounting for trade receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assess impairment of trade receivables on a collective basis as they possess credit risk characteristics based on the geographical location where the receivables originates. The Group also considers the inherent higher credit risk for amounts as the number of days overdue increases for those amounts. YOJEE LIMITED - ANNUAL REPORT 2020 32 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Classification and measurement of financial liabilities Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. The Group’s financial liabilities include trade and other payables. The Group does not have derivative instruments. 3.17 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any reimbursement. Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense. 3.18 Employee leave entitlements Liabilities accruing to employees in respect of annual leave, long service leave, sick leave and any other statutory requirements are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts based on the employee’s compensation and outstanding leave balances. The Group typically do not expect to settle the liabilities in cash or other financial instruments. 3.19 Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. YOJEE LIMITED - ANNUAL REPORT 2020 33 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Depreciation on plant & equipment assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows: Category Computer Equipment Useful Life 2 years The assets’ residual values, if any, and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An assets’ carrying amount is written down immediately to its recoverable amount if the assets’ carrying amount is greater than its estimated recoverable amount. Such assessments are performed at the end of the financial reporting period and whenever there is an indication of impairment. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and recognised in profit or loss. There were no disposals during the financial year. Right-of-use asset balance is included in property, plant and equipment balance. Depreciation on right- of-use asset is described in Note 3.9. 3.20 Intangibles Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when the technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably. Subsequent measurement Amortisation commences when the asset is ready for commercial use. All finite-lived intangible assets, including capitalised internally developed software, are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as described in Note 3.14. The following useful lives are applied: Intangible Asset Internally-developed Software Useful Life 3 years Any capitalised internally developed software that is not yet complete is not amortised but is subject to impairment testing at each reporting date or more frequently if events or changes in circumstances indicate a possible impairment as described in Note 3.14. Amortisation has been included within depreciation, amortisation and impairment of non-financial assets. When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses. YOJEE LIMITED - ANNUAL REPORT 2020 34 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in Note 3, the directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgments in applying accounting policies Tax losses The Group has not recognised a deferred tax asset with regard to unused tax losses and other temporary differences, as it has not been determined when the Group will generate sufficient taxable income against which the unused tax losses and other temporary differences can be utilised in the foreseeable future. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Black-Scholes methodology taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to the equity-settled share- based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Coronavirus (COVID-19) pandemic Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. Capitalisation and impairment of internally-developed software Distinguishing the research and development phases of a new customised software product and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and makes judgements in respect to whether there are any indicators that capitalised costs may be impaired. Judgement is then exercised in determining the recoverable amount of the asset. YOJEE LIMITED - ANNUAL REPORT 2020 35 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Useful lives of depreciable assets The Group reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain software and IT equipment. Provision for expected credit losses of trade receivables and contract assets The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on the geographical location where the receivables originate. The Group also considers the inherent higher credit risk for amounts as the number of days overdue increases for those amounts. The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. 5. TRADE REVENUE Software revenue Network revenue 30 June 2020 30 June 2019 $ $ 435,025 248,856 219,046 259,696 654,071 508,552 The Group’s revenue disaggregated by pattern of revenue recognition is as follows: Transferred at a point in time Transferred over time Total Transferred at a point in time Transferred over time Total For the financial year ended 30 June 2020 Software $ Network $ 7,242 427,783 435,025 219,046 - 219,046 For the financial year ended 30 June 2019 Software $ Network $ - 248,856 248,856 259,696 - 259,696 Total $ 226,288 427,783 654,071 Total $ 259,696 248,856 508,552 YOJEE LIMITED - ANNUAL REPORT 2020 36 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 The following aggregated amounts of transaction prices relate to the performance obligations from existing contracts that are unsatisfied or partially unsatisfied. Unsatisfied or partially unsatisfied performance obligations relate to contracted subscription fees, minimum transaction commitments or setup which is integral to the use of the software and the performance obligations are expected to be satisfied over the remaining duration of the related subscription period. Unsatisfied performance obligations as at 30 June 2020 are expected to be satisfied by the financial year ending 30 June 2023. Transaction price of (partially) unsatisfied performance obligations 1,402,916 1,156,431 30 June 2020 $ 30 June 2019 $ Current Assets Contract Assets - Accrued software revenue Contract Assets - Accrued network revenue Current Liabilities 30 June 2020 30 June 2019 $ $ 3,643 - 3,643 4,406 357 4,763 Contract Liabilities - Deferred software revenue 272,830 156,363 Non-current Liabilities Contract Liabilities - Deferred software revenue 88,368 361,198 162,169 318,532 6. OTHER INCOME Technology credits Government grants Other Total other income 30 June 2020 $ 30 June 2019 $ 19,142 94,601 3,998 117,741 102,777 9,872 1,642 114,291 During the financial year, government grants mainly relate to the Job Support Scheme (“JSS”) from the Singapore Government. JSS is calculated based on a percentage of the monthly wages of Singapore employees. It aims to provide wage support to employers to help them retain their local employees during this period of economic uncertainty resulting from the COVID-19 pandemic. Government grants are included in other income during the year as described in Note 3.5.4. YOJEE LIMITED - ANNUAL REPORT 2020 37 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 7. PROPERTY PLANT AND EQUIPMENT Gross carrying amount Balance at 1 July 2019 Adjustment on transition to AASB 16 Adjusted balance at 1 July 2019 Addition Balance at 30 June 2020 Depreciation and impairment Balance at 1 July 2019 Adjustment on transition to AASB 16 Adjusted balance at 1 July 2019 Depreciation Net exchange differences Balance at 30 June 2020 Carrying amount at 1 July 2019 Adjusted balance at 1 July 2019 Carrying amount at 30 June 2020 Gross carrying amount Balance at 1 July 2018 Addition Net exchange differences Balance at 30 June 2019 Amortisation and impairment Balance at 1 July 2018 Depreciation Net exchange differences Balance at 30 June 2019 Carrying amount at 1 July 2018 Carrying amount at 30 June 2019 Computer Equipment $ Leased Premises Right-of-use Assets $ Total $ 74,571 - 74,571 8,382 82,953 55,304 - 55,304 20,710 (776) 75,238 19,267 19,267 7,715 - 304,049 304,049 331,954 636,003 - 278,946 278,946 172,425 (6,987) 444,384 - 25,103 191,619 74,571 304,049 378,620 340,336 718,956 55,304 278,946 334,250 193,135 (7,763) 519,622 19,267 44,370 199,334 Computer Equipment $ Total $ 67,880 2,631 4,060 74,571 21,627 31,512 2,165 55,304 46,253 19,267 67,880 2,631 4,060 74,571 21,627 31,512 2,165 55,304 46,253 19,267 YOJEE LIMITED - ANNUAL REPORT 2020 38 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 8. INTANGIBLE ASSETS Gross carrying amount Balance at 1 July 2019 Additions Balance at 30 June 2020 Amortisation and impairment Balance at 1 July 2019 Impairment loss Amortisation Balance at 30 June 2020 Carrying amount at 1 July 2019 Carrying amount at 30 June 2020 Gross carrying amount Balance at 1 July 2018 Additions Balance at 30 June 2019 Amortisation and impairment Balance at 1 July 2018 Balance at 30 June 2019 Carrying amount at 1 July 2018 Carrying amount at 30 June 2019 Internally- developed Software $ 5,061,362 1,177,548 6,238,910 - 935,428 40,418 975,846 5,061,362 5,263,064 Internally- developed Software $ 3,181,139 1,880,223 5,061,362 Total $ 5,061,362 1,177,548 6,238,910 - 935,428 40,418 975,846 5,061,362 5,263,064 Total $ 3,181,139 1,880,223 5,061,362 - - - - 3,181,139 5,061,362 3,181,139 5,061,362 During the financial year ended 30 June 2020, an impairment loss of $935,428 (2019: $Nil) was recognised in relation to Yojee’s internally-developed software following a detailed review of all elements of the asset. Based on Management’s assessment, this amount relates to capitalised elements that are no longer relevant towards the future commercialisation of the product after code refactoring and other minor changes in the direction of product development. In June 2020, the internally-developed software was deemed ready for use. The asset will be amortised over its useful life as described in Note 3.20. YOJEE LIMITED - ANNUAL REPORT 2020 39 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 9. INCOME TAX EXPENSE (a) The components of income tax expense comprise: Current income tax charge Adjustments for tax of prior periods Deferred income tax relating to origination and reversal of temporary differences Total tax expense attributable to continuing operations, representing total tax for the year (b) Numerical reconciliation of income tax expense to prima facie tax payable: Loss from operations before income tax Prima facie tax benefit* Expected tax expense 30 June 2020 $ 30 June 2019 $ 647 - - 647 - 246 - 246 30 June 2020 $ 30 June 2019 $ (6,163,197) (3,716,131) (1,848,959) (1,114,839) Adjustment for tax-rate differences in foreign jurisdictions Adjustment for non-deductible expenses: - Other non-deductible expenses 647 - 1,422,604 1,005,694 Add/(Less) Temporary Differences - Temporary differences not recognised - Tax losses not recognised Under provision – prior year Income tax expense 23,769 402,586 - 647 (237,183) 346,328 246 246 (c) The following deferred tax assets and (liabilities) have not been brought to account as: Tax losses - revenue Tax losses - capital Temporary differences 1,218,107 469,308 17,367 1,704,782 815,521 469,308 (102,103) 1,182,726 *The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. The taxation benefits of losses and temporary differences not brought to account will only be obtained if: The Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; i) ii) The Group continues to comply with the conditions for deductibility imposed by law; and No change in tax legislation adversely affects the Group in realising the benefits from deducting the losses. YOJEE LIMITED - ANNUAL REPORT 2020 40 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 10. KEY MANAGEMENT PERSONNEL a. The names of key management personnel of the entity at any time during the financial year ended 30 June 2020 are: Mr David Morton – Chairman (Appointed 3 March 2020) Mr Edward Clarke – Managing Director (Appointed 26 May 2016) Mr Ray Lee – Non-Executive Director (Appointed 9 March 2017; Retired as Chairman, assumed the position of Non-Executive Director on 3 March 2020) Ms Shannon Robinson – Non-Executive Director (Appointed 20 January 2016; Resigned on 3 March 2020) Mr Gary Flowers – Non-Executive Director (Appointed 1 May 2019) b. Compensation practices Details of the remuneration of key management personnel of the consolidated entity are set out in the below table. The remuneration table listed below comprises 12 months of remuneration of the Group. c. Aggregate Key Management Personnel Compensation Short-term employment benefits* Post-employment benefits Equity-based payments 30 June 2020 $ 30 June 2019 $ 418,154 13,953 85,838 517,945 562,492 25,669 (292,222) 295,939 * Short-term employment benefits for the financial year ended 30 June 2019 has been updated to include expenses related to movement in provision for key management personnel’s leave entitlements. Information regarding individual directors and executive’s compensation and some equity instruments disclosures as permitted by Corporations Regulations 2M.3.03 and 2M.6.04 are provided in the Remuneration Report section of the Directors Report. 11. AUDITOR REMUNERATION Audit services Audit and review of Group financial report* Audit of subsidiary financial reports# 30 June 2020 $ 30 June 2019 $ 56,238 2,848 59,086 61,068 2,012 63,080 * Grant Thornton Audit Pty Ltd # RSM Vietnam Auditing and Consulting Company Limited – Yojee Ops Vietnam Company Limited (Vietnam) and; YH Tan & Associates PLT – Yojee Sdn. Bhd. (Malaysia) YOJEE LIMITED - ANNUAL REPORT 2020 41 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 12. CASH AND CASH EQUIVALENTS Cash at Bank – AUD Accounts Cash at Bank – SGD Accounts Cash at Bank – USD Accounts Cash at Bank – VND Account Cash at Bank – MYR Accounts 13. TRADE AND OTHER RECEIVABLES Trade receivables, net Goods and services tax receivable Trade receivables, gross Less: Loss Allowance – AASB 9 Trade receivables, net Goods and services tax receivable Trade and other receivables 30 June 2020 $ 30 June 2019 $ 3,829,337 199,808 238,085 22,840 26,642 4,316,712 2,512,659 603,404 220,671 43,132 26,544 3,406,410 30 June 2020 $ 30 June 2019 $ 165,437 6,813 172,250 89,010 6,418 95,428 30 June 2020 $ 30 June 2019 $ 209,342 (43,905) 165,437 6,813 172,250 96,456 (7,446) 89,010 6,418 95,428 All the receivables are short term and the carrying values of the items are considered to be a reasonable approximation of fair value. All of the Group’s trade receivables have been reviewed for expected credit loss (ECL). Certain trade receivables were found to be impaired and an allowance for credit losses of $37,668, including currency loss, has been recorded accordingly within other expenses. In estimating ECL, the Group considers reasonable and supportable information that is relevant and available. This includes qualitative and quantitative information and analysis, based on the Group’s historical experience and informed credit risk. In undertaking the review, consideration was given to current economic climate as a result of COVID-19. 14. OTHER CURRENT ASSETS Prepaid expenses Rental deposits Other 30 June 2020 $ 30 June 2019 $ 21,601 29,563 3,699 54,863 29,518 29,742 7,424 66,684 YOJEE LIMITED - ANNUAL REPORT 2020 42 For personal use only For personal use onlyNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 As at 30 June 2019, minimum lease payments presented in accordance with AASB117 Leases are as follows: Lease payments Net present values Minimum lease payments due as at 30 June 2019 Within one year One to five years After five years $ 192,823 192,823 170,745 170,745 $ - - Total $ 363,568 363,568 Lease payments not recognised as a liability The group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The expense relating to payments not included in the measurement of a lease liability was $42,277. This amount relates to short-term leases. 18. SHARE CAPITAL Share capital consists only of fully paid ordinary shares. Fully paid ordinary shares Number of ordinary shares Balance at the beginning of the reporting period Placement securities Conversion of performance rights Balance at reporting date 30 June 2020 $ 30 June 2019 $ 31,698,377 31,698,377 25,097,377 25,097,377 30 June 2020 Number of Shares 30 June 2019 Number of Shares 847,440,000 134,000,000 3,903,232 985,343,232 767,440,000 80,000,000 - 847,440,000 During the financial year, Yojee raised $6,700,000 of capital (before costs) through the issue of 134,000,000 Placement Shares at $0.05 per share. YOJEE LIMITED - ANNUAL REPORT 2020 44 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 19. SHARE-BASED PAYMENTS Share Options The option reserve records items recognised as expenses on valuation of share options. 2020 Grant date Expiry Date of Options 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 13 Jun 2017 9 Jun 2020 13 Jun 2017 9 Jun 2020 13 Jun 2017 9 Jun 2020 13 Jun 2017 9 Jun 2020 30 Nov 2017 29 Dec 2020 22 Nov 2019 1 Apr 2023 22 Nov 2019 1 Apr 2024 22 Nov 2019 17 May 2023 22 Nov 2019 17 May 2024 22 Nov 2019 20 Dec 2022 22 Nov 2019 20 Dec 2022 Exercise Price of Options Balance at start of year Cancelled or expired during the year Issued during the year Balance at end of the year Exercisable at end of year $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.20 $0.10 $0.15 $0.10 $0.15 $0.10 $0.15 3,000,000 - - 3,000,000 - - 3,000,000 - - 4,000,000 2,500,000 2,500,000 3,000,000 3,000,000 2,500,000 - - - - - - - (2,500,000) (2,500,000) (3,000,000) (3,000,000) - - - (1,000,000) (1,000,000) 8 8 - - - - - - - - 1,000,000 1,000,000 1,000,000 1,000,000 1,500,000 1,500,000 3,000,000 3,000,000 3,000,000 4,000,000 1 2 3 4 3,000,000 3,000,000 3,000,000 4,000,000 - - - - - - - - 2,500,000 1,000,000 1,000,000 5 6 7 - - 2,500,000 1,000,000 - - - 1,500,000 1,500,000 9 10 1,500,000 - 26,500,000 (13,000,000) 7,000,000 20,500,000 18,000,000 1 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.07 per Share (exercisable at $0.07 on or before 27 May 2021). 2 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.10 per Share (exercisable at $0.07 on or before 27 May 2021). 3 3,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.15 per Share (exercisable at $0.07 on or before 27 May 2021). 4 4,000,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.20 per Share (exercisable at $0.07 on or before 27 May 2021). 5 2,500,000 unquoted options vesting on the 20-day VWAP of Shares being equal to or in excess of $0.25 per Share (exercisable at $0.20 on or before 29 December 2020). 6 1,000,000 unquoted options vesting on a 12-month service condition (exercisable at $0.10 on or before 1 April 2023). 7 1,000,000 unquoted options vesting on a 24-month service condition (exercisable at $0.15 on or before 1 April 2024). 8 2,000,000 options were cancelled with mutual agreement from the holder and Yojee, resulting in accelerated share-based payment expense 9 1,500,000 unquoted options vesting on a 12-month service condition (exercisable at $0.10 on or before 20 December 2022). 10 1,500,000 unquoted options vesting on a 24-month service condition (exercisable at $0.15 on or before 20 December 2022). YOJEE LIMITED - ANNUAL REPORT 2020 45 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 For the options granted during the current and prior financial years the Black-Scholes valuation model inputs used to determine the fair value at the grant date are as follows: Grant date Expiry Date Share price at grant date Exercise Price Expected volatility Dividend yield Risk-free interest rate Fair value at grant date 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 14 Jun 2016 27 May 2021 1 Apr 2023 22 Nov 2019 22 Nov 2019 1 Apr 2024 22 Nov 2019 17 May 2023 22 Nov 2019 17 May 2024 22 Nov 2019 20 Dec 2022 22 Nov 2019 20 Dec 2022 $0.04 $0.04 $0.04 $0.04 $0.06 $0.06 $0.06 $0.06 $0.06 $0.06 $0.07 $0.07 $0.07 $0.07 $0.10 $0.15 $0.10 $0.15 $0.10 $0.15 71% 71% 71% 71% 69% 69% 69% 69% 69% 69% - - - - - - - - - - 1.69% 1.69% 1.69% 1.69% 2.02% 2.02% 2.02% 2.02% 2.02% 2.02% $0.03 $0.02 $0.01 $0.00 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 Option Valuation In accordance with AASB 2, the value of options granted has been independently assessed. Expenses arising from share-based payment transactions In total, an amount of $697,629 (2019: $1,451) has been recognised as an employee share-based payment expense (all of which related to equity-settled share-based payment transactions) in the profit or loss for the financial year ended 30 June 2020 and credited to share-based payment reserve. 20. DIVIDENDS There have been no dividends paid or proposed in respect of the year ended 30 June 2020. 21. RELATED PARTY DISCLOSURES Key Management Personnel Compensation Details of key management personnel compensation are disclosed in the Remuneration Report and Note 10. Transactions with Key Management Personnel Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Transactions with Director Related Entities There were no transactions with director related entities during the year other than those disclosed in the Remuneration Report and Note 10. YOJEE LIMITED - ANNUAL REPORT 2020 46 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Transactions with Controlled Entities There were no transactions with controlled entities during the year. 22. PARENT ENTITY INFORMATION Set out below is supplementary information about the parent entity. For the purpose of this note, the amounts disclosed relate to the legal parent entity, Yojee Limited, and thus include comparative information with the statement of profit and loss and other comprehensive income representing the results for the full 12-month financial year ended to 30 June 2020. Statement of Profit or Loss and Other Comprehensive Income Loss after income tax, which represents total comprehensive loss Statement of Financial Position Total Current Assets Total Assets Total Current Liabilities Total Liabilities Equity Contributed Equity Share-based payment reserve Accumulated losses Foreign currency reserve Total Equity Contingent liabilities Parent 30 June 2020 $ Parent 30 June 2019 $ (1,629,652) (157,278) 3,816,156 23,325,654 55,703 55,703 31,698,377 1,974,427 (10,402,853) - 2,468,342 17,910,683 89,857 89,857 25,097,377 1,496,650 (8,773,201) - 23,269,951 17,820,826 The parent entity did not have any contingent liabilities as at 30 June 2020. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 3, except that investments in subsidiaries are accounted for at cost, less any impairment. YOJEE LIMITED - ANNUAL REPORT 2020 47 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 23. NOTES TO THE STATEMENT OF CASH FLOWS (a) Reconciliation of Cash and Cash Equivalents For the purpose of the statement of cash flows, cash includes cash in hand and in banks and term deposits. Cash at the end of the period as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: 30 June 2020 $ 30 June 2019 $ Cash and cash equivalents 4,316,712 3,406,410 (b) Financing Facilities The Group had the following credit card facilities Amounts utilised (c) Reconciliation of Net Loss from ordinary activities after related income tax to net cash flows from operating activities Loss after related income tax Non-cash activities: Share-based payments expense Foreign exchange differences Depreciation and amortisation expense Impairment of intangible assets Amortisation of intangible Interest expense on lease liabilities AASB 16 adjustment to opening retained earnings AASB 15 adjustment to opening retained earnings Changes in assets and liabilities, net of effects from acquisition and disposal of businesses: Decrease in assets: Assets, excluding cash and cash equivalents Decrease in liabilities: Liabilities, excluding lease liabilities Net cash used in operating activities - 4,316,712 - 3,406,410 (6,163,844) (3,716,377) 697,629 133,030 193,135 935,428 40,418 15,575 (1,179) - 1,451 (710,648) 31,512 - - - - (128,929) 63,881 103,034 5,062 (4,080,865) 24,728 (4,395,229) YOJEE LIMITED - ANNUAL REPORT 2020 48 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instrument is cash and cash equivalents. The main purpose of this financial instrument is to finance the Group’s operations. The Group has other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The main risk arising from the Group’s financial instruments is the cash flow interest rate risk. 24.1 Cash flow interest rate risk The Group’s exposure to the risks of changes in market interest rates relates primarily to the short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk. Instead consideration is given to a mixture of fixed and variable interest rates. The cash amounts and interest rates effective at the reporting date are: Variable Total Cash 24.2 Liquidity risk Amount $ Effective Rate % Maturity Date 4,316,712 4,316,712 - On-Call Prudent liquidity risk management implies maintaining sufficient cash to ensure the ability to meet debt requirements. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group aims at maintaining flexibility in funding by having in place operational plans to source further capital as required. As at 30 June 2020, the Group’s liabilities are summarised below: Trade and other payables Lease liabilities Current Non-Current Within 6 months 6 to 12 months 1 - 5 years 5+ years $ 134,546 88,437 222,983 $ $ $ - 81,909 81,909 - 24,498 24,498 - - - YOJEE LIMITED - ANNUAL REPORT 2020 49 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 24.3 Credit Risk Credit risk arises from cash and cash equivalents and outstanding receivables. The cash balances are held in financial institutions with high ratings and the receivables comprise interest receivables and GST input tax credit refundable by the ATO. The Group has assessed that there is minimal risk that the cash and receivables balances are impaired. The Group's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below: Classes of financial assets 30 June 2020 30 June 2019 Cash and cash equivalents Trade and other receivables, net Deposits 24.4 Capital Risk Management $ 4,316,712 172,250 33,262 4,522,224 $ 3,406,410 95,428 37,165 3,539,003 When managing capital, management’s objectives are to ensure the Group continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also maintains a capital structure that ensures the lowest cost of capital available to the Group. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or enter into joint ventures. The Group does not have a defined share buy-back plan. No dividends are expected to be paid in 2020. There is no current intention to incur debt funding on behalf of the Group as on-going development expenditure will be funded via equity or joint ventures with other companies. The Group is not subject to any externally imposed capital requirements. Management reviews management accounts on a monthly basis and reviews actual expenditure against budget on a monthly basis. YOJEE LIMITED - ANNUAL REPORT 2020 50 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 24.5 Foreign Exchange Risk Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. Most of the groups transactions are carried out in AUD, SGD and USD. Exposures to currency exchange rates arise from the Group’s overseas sales and purchases. Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into $AUD at the closing rate: United States Dollar Singapore Dollar Malaysia Ringgit Vietnam Dong Assets 2020 $ Liabilities 2020 $ 387,993 237,858 31,227 25,347 682,425 38,028 49,797 5,374 13,780 106,979 Assets 2019 $ 277,355 653,694 37,382 45,543 1,013,974 Liabilities 2019 $ 13,700 127,628 8,083 7,831 157,242 Over the past year the Australian Dollar has varied up and down against all currencies. A 10% variance is considered reasonable for sensitivity analysis on this basis. If the $AUD had strengthened against the various currencies by 10% the impact on equity and profit before tax would have been $57,545, if the $AUD had weakened against the various currencies by 10% the impact would have been ($57,545) on equity and loss before tax. YOJEE LIMITED - ANNUAL REPORT 2020 51 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 25. EARNINGS PER SHARE Basic loss per share Diluted loss per share 30 June 2020 Cents Per Share 30 June 2019 Cents Per Share (0.68) (0.68) (0.44) (0.44) The earnings and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows: Earnings* 30 June 2020 $ 30 June 2019 $ (6,163,844) (3,716,377) *Earnings are the same as the loss after tax in the statement of profit or loss and other comprehensive income Weighted average number of ordinary shares used in the calculation of basic loss per share: 908,607,992 842,618,082 30 June 2020 Number of Shares 30 June 2019 Number of Shares Weighted average number of ordinary shares used in the calculation of diluted loss per share: 908,607,992 842,618,082 The weighted average number of ordinary shares outstanding during the year ended 30 June 2020 has been calculated as the actual number of ordinary shares of Yojee Limited outstanding during the period after acquisition. Diluted Earnings per Share The rights to options held by existing and new option holders through the cancellation of 39,666,644 options during the year ended 30 June 2020 have not been included in the weighted average number of ordinary shares for the purpose of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 Earnings per Share. 26. CONTINGENT LIABILITIES The Group does not have any contingent liabilities as at 30 June 2020. 27. AFTER REPORTING DATE EVENTS There were no adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation. YOJEE LIMITED - ANNUAL REPORT 2020 52 For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 28. CONTROLLED ENTITIES The ultimate Australian parent entity and the ultimate parent of the Consolidated Entity is Yojee Limited. For the purposes of this note the parent entity has been deemed as the legal entity being Yojee Limited. Name of Entity Country of Registration Class of Shares Equity Holding SC Resources Pty Ltd (controlled entity) Send Yojee Pty Ltd (controlled entity) Yojee Pte Ltd (controlled entity) Yojee Ops Pte Ltd (controlled entity) Sendyojee Pte Ltd (controlled entity) Yojee Solutions Pte Ltd (controlled entity) Yojee Ops Vietnam Co. Ltd (controlled entity) Yojee SDN.BHD (controlled entity) Yojee (Cambodia) Co., Ltd (controlled entity) Cambodia Australia Australia Singapore Singapore Singapore Singapore Vietnam Malaysia Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 1 Wholly owned subsidiary of Send Yojee Pty Ltd. 2 Wholly owned subsidiary of Yojee Ops Pte Ltd. 2020 100% 100% 100%1 100%1 100%2 100%2 100%2 100%2 100%2 2019 100% 100% 100%1 100%1 100%2 100%2 100%2 100%2 100%2 29. OPERATING SEGMENTS All revenues and costs are handled centrally and management reviews financial information on a consolidated basis. The group is currently developing a sharing-economy based logistics technology platform targeting the Asia-Pacific region. On this basis it is considered that there is only one operating segment, the details of which are disclosed within this financial report. YOJEE LIMITED - ANNUAL REPORT 2020 53 For personal use only ADDITIONAL SHAREHOLDER INFORMATION Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The shareholder information set out below was applicable as at 26 August 2020. 1. DISTRIBUTION OF SHAREHOLDERS Analysis of number of shareholders by size of holding: Category of Holding Number of Holders Number of Shares % of Capital 1 - 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total 77 1,400 894 2,160 719 5,250 15,241 4,562,676 7,312,039 82,452,978 892,318,192 986,661,126 0.00 0.46 0.74 8.36 90.44 100 2. TWENTY TWO LARGEST SHAREHOLDERS The names of the twenty two largest holders by account holding of ordinary shares are listed below: Rank Name Shares % of Shares BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD 55,682,058 5.64 CITICORP NOMINEES PTY LIMITED UBS NOMINEES PTY LTD RAVENHILL INVESTMENTS PTY LTD MR GRANT RUSSELL POVEY HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED REEF INVESTMENTS PTY LTD ICE COLD INVESTMENTS PTY LTD REEF INVESTMENTS PTY LTD NINETY THREE PTY LTD WATEROX PTY LTD GREAT SOUTHERN FLOUR MILLS PTY LTD GREATSIDE HOLDINGS PTY LTD 47,847,703 4.85 35,423,936 3.59 35,300,000 3.58 31,850,000 3.23 30,755,059 3.12 30,313,429 3.07 30,000,000 3.04 27,964,325 2.83 25,000,000 2.53 25,000,000 2.53 15,000,000 1.52 13,677,983 1.39 MR STEPHEN ERNEST ANASTOS + MRS GLENISE KAYE HENDERSON 13,450,000 1.36 MRS MICHELLE DENNY BASKERVILLE INVESTMENTS PTY LTD BERGER INVESTMENT FUND PTY LTD STATION NOMINEES PTY LTD INVICTUS CAPITAL PTY LTD

MR BRIAN HENRY MCCUBBING + MRS ADRIANA MARIA MCCUBBING OGEE AUSTRALIA PTY LTD STATION NOMINEES PTY LTD Total Twenty Two Largest Shareholders Total Remaining Shareholders Balance 13,250,000 1.34 10,572,777 1.07 10,320,000 1.05 10,000,000 1.01 8,000,000 0.81 8,000,000 0.81 8,000,000 0.81 8,000,000 0.81 493,407,270 493,253,856 50.01 49.99 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 19 19 19 YOJEE LIMITED - ANNUAL REPORT 2020 54 For personal use only 3. RESTRICTED SECURITIES No restricted securities. 4. UNRESTRICTED SECURITIES All securities are unrestricted. 5. SUBSTANTIAL SHAREHOLDERS As at 26 August 2020 the substantial shareholder was as follows: Name of Shareholder No of Shares % of Issued Capital BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD 55,682,058 5.64 6. VOTING RIGHTS At a general meeting of shareholders: (a) On a show of hands, each person who is a member or sole proxy has one vote. (b) On a poll, each shareholder is entitled to one vote for each fully paid share. YOJEE LIMITED - ANNUAL REPORT 2020 55 For personal use only

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Yojee Limited Annual Report 2020

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Yojee Limited
Annual Report 2020