FINDI LIMITED — Annual Report 2017

Jun 12, 2017

==> picture [454 x 258] intentionally omitted <==

ABN 98 057 335 672

2017

ANNUAL FINANCIAL REPORT

Contents

Corporate Directory	3
Letter to Shareholders	4
Review of Operations	6
Directors’ Report	7
Remuneration Report (Audited)	10
Directors’ Declaration	15
Consolidated statement of profit and loss and other comprehensive income	16
Consolidated statement of financial position	17
Consolidated statement of cash flows	18
Consolidated statement of changes in equity	19
Notes to accounts	20
1. General information	20
2. Significant accounting policies	23
3. Profit and loss items	26
4. Income tax	27
5. Loss per share	28
6. Cash and cash equivalents	28
7. Trade and other receivables	29
8. Available for sale financial assets	29
9. Plant and equipment	31
10. Trade and other payables	31
11. Contributed equity	31
12. Reserves	32
13. Operating segments	32
14. Share based payments	32
15. Financial instruments	33
16. Key management personnel disclosure	36
17. Commitments	36
18. Contingent assets and liabilities	36
19. Events after balance sheet date	37
20. Parent entity information	37
Auditors’ Independence Declaration	38
Independent Auditors’ Report	39

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 2

Corporate Directory

Directors

Gary Foster Chairman, non-executive director Paul Boyatzis Non-executive director Yew Seng Kwa Non-executive director

Contact details

Telephone: (61 8) 9226 2235 Facsimile: (61 8) 9226 2237

Company secretary

Phillip MacLeod

Registered and principal office

Bankers

Australia and New Zealand Banking Group Limited

41-47 Colin Street West Perth, WA 6005

Stock exchange listing

Solicitors

Fairweather Corporate Lawyers 595 Stirling Highway Cottesloe WA 6011

ASX Limited Home Exchange: Perth, Western Australia Code: TSN

Auditors

Bentleys Audit & Corporate (WA) Pty Ltd Level 3, London House 216 St Georges Terrace Perth WA 6000

Share registry

Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace Perth, WA 6000 Telephone: 1300 787 272 International: +61 8 9323 2000

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 3

Letter to Shareholders

Dear Shareholder,

During the last financial year Transaction Solutions International Limited (TSN) continued to work cohesively with both the TSI India management and its investment partners in relation to strategic methodology. TSN and its subsidiaries hold a 24.89% equity interest in TSI India.

The focus of TSI India’s business model during the year has been to seek opportunities to increase its customer base through the continued deployment of ATMs and Bill payment services, as well as seeking opportunities that are synergistic to its current customer base. These being large to medium banks, utility companies and financial institutions in India.

Notably, in April 2016 TSI India began the management and operation of the recently secured significant managed services network in India, taking the total number of ATMs owned, managed and operated by TSI India to 14,000+. Along with the new network came 400 people across 17 locations, and a state of the art managed services platform, capable of handling a total of 50,000 ATMs through the same platform.

Given the new managed services capability, TSI India placed a stronger emphasis on developing inhouse I.P. for services such as electronic surveillance that would replace physical guards, electronic payment applications for existing and potential clients, and power management technologies that would reduce the cost of ATM infrastructure in India. During the year, successful trials took place and it is anticipated that these areas will show significant growth in the coming year, with many banks and utilities comfortable with the success of these programs.

On 21 October 2016, TSN announced that it had secured an exclusive option agreement to acquire the remaining 75.11% of TSI India for a value of 2.44 billion INR (Approximately AU$46 million). In November and December of 2016, TSN keen to secure the opportunity, undertook an extensive review of the business utilising recognized independent valuers to provide a fair and reasonable value on behalf of TSN shareholders. The valuation was completed by the end of December 2016. However, concurrently India’s Prime Minister Modi, on behalf of the Indian Government, introduced monetary policy (“demonetization”) that required initiatives to drive long term growth and curb black money. This policy significantly affected cash availability in India and thereby performance of all banks, institutions, and ATM deployers alike due to cash constraints.

On 8 November 2016, the Indian government introduced a policy to scrap two banknotes which made up 86% of all currency in circulation. The existing 500 and 1,000 Rupee (Rs) notes were scrapped and replaced by new Rs 500 and Rs 2,000 notes.

The acute cash shortage impacted TSI India during TSN’s assessment period for a potential successful transaction, given governmental regulatory change. The affect took the form of lower transaction volumes due to restriction of cash availability, and one off costs incurred for items such as recalibration of cash cassettes residing in the ATMs. As such, the Board of TSN chose to request an increase in time to assess the performance of the ATM market in general and to a lesser extent the re-establishment of performance of TSI India, in relation to the acquisition process.

The new financial year has brought stabilisation to monetary policy and TSN remains interested to review the opportunity to purchase the remaining 75.11% of TSI India, but shall evaluate on a month by month basis to ensure that TSN shareholders can complete a value accretive deal.

TSN announced on 2 March 2017, the appointment of Mr Jeffrey Lai as CEO of TSN. Mr Lai holds an M.B.A and Bachelor of Engineering (Honours) and was previously the Managing Director of Bank Strategy at Accenture LLC.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 4

Since his appointment, Mr Lai has identified several key areas for new opportunities for TSN, and TSN remains very focused on securing deals that will enhance shareholder value.

Subsequent to Mr Paul Boyatzis resigning as Chairman at the end of the financial year (31[st] March 2017) after 10 years of committed service and Mr Lai’s commencement as CEO, the Board of TSN reshuffled its members, with Mr Gary Foster accepting the position of Non-Executive Chairman. It is anticipated that the Board will expand on its current skill sets with potential new appointments as it secures new opportunities outside of its 24.89% equity holding in TSI India.

In summary, it is the belief of both TSN and the team in India that TSI India remains well positioned to realise potentially strong and consistent growth.

Further, and closer to home, TSN is now evaluating a selected number of new opportunities in large growth sectors that would be expected to add significant value to the Company. TSN is ideally placed to develop potential new revenue streams through smart solutions that can be provided to the targeted Asian region.

The Board would like to thank specifically Mr. Paul Boyatzis (retired Chairman) for his continuous commitment of service to TSN, and thank all staff and contractors for their contribution to the continued development and growth of the Company.

Gary Foster

On behalf of the Board

9[th] June 2017

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 5

Review of operations

The Company’s principal activity during the year was to hold a non-controlling interest in Transaction Solutions International (India) Private Limited (TSI India), a company installing and managing a network of ATMs on behalf of major banks in India.

OPERATING RESULTS

During the financial year, TSI India continued to increase its ATM footprint. Firstly, TSI India significantly increased its ATM network by more than 11,000 ATMs when the management agreement with Mphasis became effective on 1 April 2016. Additionally, during the year, TSI India rolled out additional ATMs and currently manages more than 14,000 ATMs. Furthermore, TSI India continued to introduce new solutions, such as e-surveillance, power management and bill payment solutions to its banking clients.

On 21 October 2016, the Company (“TSN”) announced that it entered into an exclusive option agreement with CX Partners to purchase the remaining ~75% equity of TSI India. After conducting an extensive review and valuation of the TSI India business, along with independent accountants and its advisory firm, TSN announced on 1 May 2017 that it has decided not to exercise the option.

The new currency policies and regulatory changes made by the Modi Government of India in November 2016 resulted in disruptions to the ATM market. It is expected that the market will restabilise in the coming months.

The Company announced on 10 February 2017 that it had entered into a Memorandum of Understanding with Novatti Group Limited (Novatti) to seek to negotiate a formal agreement to market a range of mobile and alternative payment solutions in India. Subsequently, both parties finalised the commercial arrangements and entered into an exclusive value-added reseller agreement on 12 April 2017. Under the agreement, Novatti and TSN will work on a shared outcome basis to deploy payment solutions such as digital wallets, mobile money, electronic bill payments and remittance services. TSN will work with TSI India to market these solutions to banks in India. TSI India has established relationships with more than 35 tier-one Indian banks, including Central Bank of India and State Bank of India.

The Group recorded an after tax loss for the year of $1,302,870 (2016: 993,967). The loss is attributable to costs associated with business development activities and other costs associated with the operation of a public listed company in Australia.

At the end of the year, the overseas assets of the Group are converted to Australian dollars at the prevailing rates of exchange. For accounting purposes, a foreign currency translation reserve credit adjustment of $5,620 (2016: credit adjustment of $4,790) was recognised against those assets as a result of movement in those exchange rates during the year.

At the end of the year, the Directors reviewed the carrying value of the Groups investment in TSI India. An independent experts report was obtained and the Directors resolved to carry the investment at $9,750,000 (2016: $9,750,000 refer to Notes to the financial statements – note 8). Any movement over the year is taken to the available for sale asset reserve. There was no movement for the year (2016: credit movement of $4,105,147).

Other than holding its investment in TSI India during the year, the Company has been and is continuing to look for and review other investment opportunities which may enhance shareholder value.

CORPORATE AND FINANCIAL POSITION

At 31 March 2017, the Group had cash and bank balances of $2,537,646 and net assets of $12,231,473.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 6

BUSINESS STRATEGIES AND PROSPECTS

The Company currently has the following business strategies and prospects over the medium term:

• to continue to hold a non-controlling interest in TSI India Private Limited.

• to identify and evaluate new investment opportunities.

Directors’ Report

Your directors of Transaction Solutions International Limited (“ TSI Limited ”) submit herein the annual financial report of the Company for the financial year ended 31 March 2017. In order to comply with the provisions of the Corporations Act 2001, the Directors’ Report is as follows.

DIRECTORS

The names of the Company’s directors and secretary in office during the year and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated.

Mr Gary Foster – Non-executive Chairman (from 1 April 2017), Managing Director (to 31 March 2017)

Mr Gary Foster was instrumental in building one of the largest independent electronic transaction companies in Australia. Mr Foster oversees all subsidiaries of the Group and its business units. These include companies in Australia, Mauritius and an investment in India.

Mr Foster has been in executive leadership and management roles for three financial and e- transaction payment companies and is co-founder of the Group business.

Mr Foster is a member of the Australian Institute of Company Directors.

During the three year period to the end of the financial year Mr Foster has not held a directorship in any other public listed companies.

Mr Paul Boyatzis – Non-executive Director (from 1 April 2017), Non-executive Chairman (to 31 March 2017)

Mr Boyatzis has over 30 years’ experience in the commercial, investment and equity markets, and in particular, with emerging growth companies within the financial services and mining sectors.

Mr Boyatzis is a member of the Australian Institute of Company Directors, the Securities and Derivatives Industry Association and CPA Australia. He has served as Chairman and Director of a number of public and private companies globally.

During the three year period to the end of the financial year Mr Boyatzis has held a directorship in Nexus Minerals Limited (October 2006 – present), Ventnor Resources Limited (September 2010 – present) and Aruma Resources Limited (January 2010 – present).

Mr Yew Seng Kwa – Non-executive Director

Mr Yew Seng Kwa has acted as the senior finance executive for public listed companies in Australia and Hong Kong. Mr Yew Seng Kwa has extensive experience of all aspects in financial management, strategic planning, project development and transaction based business operations of multi-national companies.

Mr Yew Seng Kwa has a Bachelor of Commerce and a Master of Administration degree. He is a member of the Institute of Chartered Accountants in Australia.

Mr Yew Seng Kwa has not held any other directorships of publicly listed companies in the last three years.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 7

Mr Phillip MacLeod – Company Secretary

Mr MacLeod has over 25 years commercial experience and has held the position of company secretary with listed public companies since 1995. Mr MacLeod has provided corporate, management and accounting advice to Australian and international public companies involved in the resource, technology, healthcare and property industries.

Mr MacLeod is a Fellow of the Governance Institute of Australia, a member of the Australian Institute of Company Directors and a member of CPA Australia.

DIRECTORS’ INTEREST

As at the date of this report, the Directors interest in the securities of Transaction Solutions International Limited are as follows:

Director	Director's Interest	Director's Interest
	Shares (Nos.)	Options (Nos.)
Paul Boyatzis	122,482,581		-
Gary Foster	175,658,478		-
Yew Seng Kwa	3,500,000		-

CORPORATE STRUCTURE

TSI Limited is a Company limited by shares that is incorporated and domiciled in Australia. TSI Limited has prepared a consolidated report incorporating Transaction Solutions International Pty Ltd (an Australian registered company) and Transaction Solutions International (Mauritius) Pty Limited (together the “Group”). The Group retains a non-controlling interest in TSI India (refer to Note 8).

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

The principal activity of the Group during the year was to hold a non-controlling interest in TSI India, a business network of operating bank automated teller machines and bill payment systems in India.

RESULTS OF OPERATIONS

The operating loss after income tax of the Group for the year was $1,302,870 (2016: loss of $993,967).

The basic and diluted loss per share for the Group for the year was 0.07 cents (2016: loss 0.06 cents).

No dividend has been paid during the year, or is recommended for the year ended 31 March 2017. (2016: Nil)

FINANCIAL POSITION

The net assets of the Group have increased by $674,208 since 31 March 2016 to $12,231,473. This is largely the result of an operating loss incurred during the year of $1,302,870, an increase in share equity of $1,525,197, net of issue costs and an increase in the Group’s reserves of $451,881.

The Group’s working capital, being current assets less current liabilities, was $2,478,134 at 31 March 2017 (2016: $1,804,882).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Group during the financial year not otherwise dealt with in this report.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 8

SIGNIFICANT EVENTS AFTER BALANCE DATE

Subsequent to the balance date the Company announced it had entered into an exclusive agreement with a subsidiary of Novatti Group Limited to target the Indian digital payments market by establishing and marketing a range of mobile and online payment services.

The Company also announced the decision not to exercise or seek a further extension to the CX Partners option agreement for TSN to purchase the remaining 75% equity of TSI India, which expired on 30 April 2017. The Company will continue to monitor the investment opportunity.

Other than the above no matters or circumstances have arisen since the end of the year which have significantly affected or may significantly affect the operations or the state of affairs of the Group in the future financial years.

LIKELY DEVELOPMENTS

The Group will focus on the business strategies and prospects outlined in the Review of Operations section of this report. These activities are inherently risky and the Board is unable to provide certainty that any or all of these activities will be able to be achieved. If any or all of these activities are or are not successfully completed, the Group's financial prospects may materially change. Therefore the Board is unable to provide any further comment on likely developments or expected results.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation.

SHARE OPTIONS

60,625,004 options were issued by the Company during the year. 53,125,004 options were issued as free attaching options as part of a placement on the basis of 1 option for every 2 shares held. A further 7,500,000 options were issued to Bellaire Capital Pty Ltd, nominee of the broker managing the placement which took place in August 2016. The options are exercisable at 3 cents per option and have an expiry date of 30 June 2018.

No options were exercised during the year. No options expired during the year.

INDEMNIFICATION OF AUDITORS AND DIRECTORS

Under its Constitution the Company is obliged, to the extent permitted by law, to indemnify an officer (including Directors) of the Company against liabilities incurred by the officer in that capacity, against costs and expenses incurred by the officer in successfully defending civil or criminal proceedings, and against any liability which arises out of conduct not involving a lack of good faith.

No indemnity was implemented in respect of auditors.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the court under legislation such as section 237 of the Corporations Act of Australia 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. No proceedings have been brought or intervened in on behalf of the Group entity with leave of the court under such legislation.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 9

NON-AUDIT SERVICES

The auditors’ of the Group have been engaged to provide certain taxation related services during the year. The details of their remuneration have been presented in note 3 to the financial statements.

The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001.

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the year ended 31 March 2017 has been received and is included in this financial report.

DIRECTORS MEETINGS

The number of meetings attended by each Director of the Company during the year was:

Director	Number of meetings	Number of meetings
	Held	Attended
Gary Foster		4	4
Paul Boyatzis		4	4
Yew Seng Kwa		4	4

Remuneration Report (Audited)

This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of Key Management Personnel (“KMP”) of the Group.

Key Management Personnel

The KMP of the Group during the current year and the prior financial year were:

Name	Role
Mr.GaryFoster	Chairman,non-executive director(Managing directorto 31 March 2017)
Mr. Paul Boyatzis	Non-executive director(Non-executive chairmanto 31 March 2017)
Mr. YewSengKwa	Non-executive director
Mr.JeffreyLai	Chiefexecutive officer(appointed20March 2017)
MrJames Carroll	Non-executive director(resigned 31 March 2016)

Except as noted the named persons held their current position for the whole of the financial year and since the end of the financial year.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 10

Remuneration policy

The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the business, the size of the management team, the nature and stage of development of the Group’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:

• the Group is currently focused on business development and contract implementation activities; and

• risks associated with companies at this stage of development.

Executive Remuneration

The Group’s remuneration policy for executives is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits.

Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

Non-Executive Director Remuneration

The Board policy is to remunerate Non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the Non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.

Director’s fees paid to Non-executive directors accrue on a daily basis. Fees for Non-executive directors are not linked to the performance of the Company. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Group and Nonexecutive directors may in limited circumstances receive incentive options in order to secure their services.

Impact of Shareholder Wealth on Key Management Personnel Remuneration

The Board does not directly base remuneration levels on the Company’s share price or movement in the share price over the financial year. As a result of the Group’s development activities, the Board anticipates that it will retain future earnings (if any) and other cash resources for the operation and development of its business. Accordingly the Group does not currently have a policy with respect to the payment of dividends, and as a result the remuneration policy does not take into account the level of dividends or other distributions to shareholders (e.g. return of capital).

Impact of Earnings on Key Management Personnel Remuneration

The Board has focused the Group's efforts on finding and completing new business opportunities. The Board considers that the prospects of the Group and resulting impact on shareholder wealth are largely linked to the success of this approach, rather than by referring to current or prior year earnings. Accordingly, the Board may pay a bonus to directors or executives based on the success in generating suitable new business opportunities. A further bonus may also be paid upon the successful completion of a new business acquisition.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 11

Remuneration of KMPs

Details of the nature and amount of each element of the emoluments of each director of the Group are as follows:

Year ended 31	Short term	Post-	Equity		Compensation
March 2017	benefits	employment	Compensation		based on
	Salary & fees	Benefits	Benefits	Total	performance
	$	$	$	$	%
Paul Boyatzis	130,050	-	-	130,050	-
Gary Foster	197,945	18,805	-	216,750	-
Yew Seng Kwa	54,795	5,205	-	60,000	-
Jeffrey Lai*	7,025	667	-	7,692	-
Total	389,815	24,677	-	414,492	-

*appointed 20 March 2017

Year ended 31	Short term	Post-	Equity		Compensation
March 2016	benefit	employment	Compensation		based on
	Salary & fees	Benefits	Benefits	Total	performance
	$	$	$	$	%
Paul Boyatzis	141,525	-	-	141,525	-
Gary Foster	215,410	20,465	-	235,875	-
Yew Seng Kwa	68,493	6,507	-	75,000	-
James Carroll*	30,000	2,850	-	32,850	-
Total	455,428	29,822	-	485,250	-

*resigned 31 March 2016

Options: Granted and vested to KMPs

Year ended 31	Opening		Granted as	Expired		On leaving	Closing
March 2017	Balance		remuneration	Nos.		Group	Balance
	Nos.		Nos.				Nos.
Paul Boyatzis		-	-		-	-	-
Gary Foster		-	-		-	-	-
Yew Seng Kwa		-	-		-	-	-
Jeffrey Lai*		-	-		-	-	-
Total		-	-		-	-	-

*appointed 20 March 2017

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 12

Year ended 31	Opening		Granted as	Expired		On leaving	Closing
March 2016	Balance		remuneration	Nos.		Group	Balance
	Nos.		Nos.				Nos.
Paul Boyatzis		-	-		-	-	-
Gary Foster		-	-		-	-	-
Yew Seng Kwa		-	-		-	-	-
James Carroll*		-	-		-	-	-
Total		-	-		-	-	-

*resigned 31 March 2016

Share-based compensation arrangement to KMPs

There were no share based payments to KMPs during the year.

Shareholding of KMPs

Year ended 31	Balance at	At	At	Other		Balance at
March 2017	1 April	appointment	resignation/			31 March
	2016	date	leaving			2017
			Group date
	Nos.	Nos.	Nos.	Nos.		Nos.
Paul Boyatzis	122,482,581	-	-		-	122,482,581
Gary Foster	175,658,478	-	-		-	175,658,478
Yew Seng Kwa	3,500,000	-	-		-	3,500,000
Jeffrey Lai*	-	-	-		-	-
Total	301,641,059	-	-		-	301,641,059

*appointed 20 March 2017

Year ended 31	Balance at	At	At	Other		Balance at
March 2016	1 April	appointment	resignation/			31 March
	2015	date	leaving			2016
			Group date
	Nos.	Nos.	Nos.	Nos.		Nos.
Paul Boyatzis	122,482,581	-	-		-	122,482,581
Gary Foster	175,658,478	-	-		-	175,658,478
Yew Seng Kwa	3,500,000	-	-		-	3,500,000
James Carroll*	-	-	-		-	-
Total	301,641,059	-	-		-	301,641,059

*resigned 31 March 2016

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 13

Service agreements

The Company has a formal service agreement with the following KMP:

Jeffrey Lai, Chief Executive Officer

Commencement date; 20 March 2017, 3 month probation period

Salary $200,000 inclusive of superannuation guarantee

Other benefits; mobile phone, laptop computer

Post probation period incentive package to include options with a 3 year term subject to achievement of performance hurdles to be agreed.

Performance of the Company for the last five years

The performance of the Company and the impact on shareholder wealth are noted below:

	31 Mar 17	31 Mar 17	31 Mar 16	31 Mar 15	31 Mar 14	31 Mar 13
		$	$	$	$	$
Revenue		91,766	125,127	290,929	3,646,941	9,467,243
Net profit / (loss) before tax	(1,302,870)		(993,967)	(808,001)	(7,532,237)	(8,835,418)
Net profit / (loss) after tax	(1,302,870)		(993,967)	(808,001)	(7,532,237)	(8,835,418)
		Cents	Cents	Cents	Cents	Cents
Share price at beginning		3.40	0.40	0.50	0.60	0.70
Share price at the end		1.70	3.40	0.40	0.50	0.60
Dividends paid		-	-	-	-	-
Basic earnings per share		(0.07)	(0.06)	(0.05)	(0.42)	(0.50)
Diluted earnings per share		(0.07)	(0.06)	(0.05)	(0.42)	(0.50)

The Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.298(2) of the Corporations Act 2001.

On behalf of the Directors

==> picture [161 x 113] intentionally omitted <==

Gary Foster Perth, 9[th] June 2017

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017

14

Directors’ Declaration

In accordance with a resolution of the directors of Transaction Solutions International Limited, I state that:

In the opinion of the directors:

• (a) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;

• (b) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements;

• (c) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity;

• The Directors have been given the declarations required by section 295A of the Corporations Act 2001

Signed in accordance with a resolution of the Directors made pursuant to s295(5) of the Corporations Act 2001.

On behalf of the Directors

==> picture [139 x 98] intentionally omitted <==

Gary Foster

Perth, 9[th] June 2017

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017

15

Consolidated statement of profit and loss and other comprehensive income For the year ended 31 March 2017

		Year ended	Year ended
	Notes	31 March ~~2017~~	31 March ~~2016~~
Continuing operations
Finance income		51,685	49,585
Other income		40,081	75,542
	3	91,766	125,127
Employee benefits expense		(421,802)	(493,408)
Depreciation and amortisation expenses		(1,067)	(2,420)
Share based payments	14	(392,668)	(128,979)
Other expenses		(579,099)	(494,287)
Loss before tax	3	(1,302,870)	(993,967)
Income tax expense	4	-	-
Loss for the year from continuing operations		(1,302,870)	(993,967)
Other comprehensive income (net of tax) – items that
may subsequently be reclassified to profit or loss
Foreign currency movement in translation of foreign
operations	12	5,620	4,790
Movement in fair value of available for sale assets		-	4,105,147
Merger reserve transferred from accumulated losses		-	(24,828)
Other comprehensive income		5,620	4,085,109
Total comprehensive income/(loss) for the year
attributable to members		(1,297,250)	3,091,142
Loss per share		Cents	Cents
From continuing operations
Basic loss per share	5	(0.07)	(0.06)
Diluted loss per share	5	(0.07)	(0.06)

This statement should be read in conjunction with accompanying notes to the accounts

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 16

Consolidated statement of financial position

As at 31 March 2017

	Notes	31 March 2017	31 March 2016
		$	$
ASSETS
CURRENT ASSETS
Cash and cash equivalents	6	2,537,646	1,883,929
Trade and other receivables	7	44,217	41,566
Other assets		10,410	4,584
TOTAL CURRENT ASSETS		2,592,273	1,930,079
NON-CURRENT ASSETS
Available for sale financial assets	8	9,750,000	9,750,000
Plant & equipment	9	3,339	2,383
TOTAL NON-CURRENT ASSETS		9,753,339	9,752,383
TOTAL ASSETS		12,345,612	11,682,462
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	10	114,139	125,197
TOTAL CURRENT LIABILITIES		114,139	125,197
TOTAL LIABILITIES		114,139	125,197
NET ASSETS		12,231,473	11,557,265
EQUITY
Contributed equity	11	34,179,407	32,654,210
Reserves	12	5,026,722	4,574,841
Accumulated losses		(26,974,656)	(25,671,786)
TOTAL EQUITY		12,231,473	11,557,265

This statement should be read in conjunction with accompanying notes to the accounts

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 17

Consolidated statement of cash flows For the year ended 31 March 2017

		Year ended	Year ended
	Notes	31 March 2017 ~~$~~	31 March 2016 ~~$~~
Cash flows from operating activities
Receipts from customers		40,283	193,668
Payments to suppliers and employees		(1,012,178)	(927,109)
Interest received		47,845	30,214
Net cash used in operating activities	6	(924,050)	(703,227)
Cash flows from investing activities
Acquisition of plant and equipment		(2,023)	-
Net cash used in investing activities		(2,023)	-
Cash flows from financing activities
Proceeds from the issue of shares		1,700,000	500,000
Share issue costs		(121,211)	(31,580)
Net cash provided by financing activities		1,578,789	468,420
Net decrease in cash held		652,716	(234,807)
Cash and cash equivalents at the beginning of
the financial year		1,883,929	2,120,345
Effect of exchange rates on cash balances		1,001	(1,609)
Cash and cash equivalents at the end of the financialyear	6	2,537,646	1,883,929

This statement should be read in conjunction with accompanying notes to the accounts

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 18

Consolidated statement of changes in equity For the year ended 31 March 2017

Contributed equity Share based payment reserve	Foreign currency translation reserve	Available for sale reserve	Merger reserve Accumulated losses Total equity
$ $	$	$	$ $ $
Balance at 1 April 2015 32,185,790 -	(4,790)	340,715	24,828 (24,677,819) 7,868,724
Net loss for the year - - Other comprehensive income for the year - -	- 4,790	- 4,105,147	- (993,967) (993,967) (24,828) - 4,085,109
Total comprehensive income for the year - -	4,790	4,105,147	(24,828) (993,967) 3,091,142
Issue of shares 500,000 -	-	-	- - 500,000
Share issue costs (31,580) -	-	-	- - (31,580)
Share based payments - 128,979	-	-	- - 128,979
Balance at 31 March 2016 32,654,210 128,979	-	4,445,862	- (25,671,786) 11,557,265
Net loss for the year - - Other comprehensive income for the year - -	- 5,620	- -	- (1,302,870) (1,302,870) - - 5,620
Total comprehensive income for the year - -	5,620	-	- (1,302,870) (1,297,250)
Issue of shares for cash 1,700,000 -	-	-	- - 1,700,000
Share issue costs (174,803) 53,593	-	-	- - (121,210)
Share based payments - 392,668	-	-	- - 392,668
Balance at 31 March 2017 34,179,407 575,240	5,620	4,445,862	- (26,974,656) 12,231,473

This statement should be read in conjunction with accompanying notes to the accounts

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 19

Notes to the financial statements For the year ended 31 March 2017

1. General information

(a) Corporate information

Transaction Solutions International Limited (the “Company”) is a company domiciled in Australia. These consolidated financial statements comprise Transaction Solutions International Limited, a company incorporated in Australia and its subsidiaries including the Company as at and for the year ended 31 March 2017.

The Company’s principal activity during the year was to hold a non-controlling interest in TSI India, a company installing and managing a network of ATMs on behalf of major banks in India.

This financial report was approved and was authorised for issue by the Directors on the date of the Directors’ declaration.

(b) Components of the Group

The Group financial statements represent the financial position of Transaction Solutions International Limited, and the other entities within the Group at 31 March 2017 and their financial performance, cash flows and changes in equity for the year ended on that date.

The Group comprises of the following entities:

he Group comprises of the following entities:
		Extent of control
	Incorporation	31 Mar 2017	31 Mar 2016
Accounting parent
Transaction Solutions International Limited
(“TSI Limited)	Australia
Controlled entities
Transaction Solutions International Pty Ltd	Australia	100%	100%
Transaction Solutions International
(Mauritius) Pty Limited	Mauritius	100%	100%
The Group retains a non-controlling 24.89%	interest TSI India.

(c) Basis of preparation

The financial statements have been prepared on the basis of historical costs, unless specifically stated otherwise in the notes. Historical costs are based on the fair value of the consideration given or received at the time of the transaction.

The financial statements have been presented in Australian dollars.

(d) Statement of compliance

These financial statements are ‘for-profit’ general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law.

Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with A-IFRS ensures that the financial statements and notes of the company comply with International Financial Reporting Standards (‘IFRS’).

(e) Critical accounting judgements and key sources of estimation and uncertainty

In the application of Australian Accounting Standards, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 20

various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing 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.

Fair value measurements - Valuation of Available for Sale investments

The Group has investments in unlisted shares that are not traded in an active market but that are classified as Available for Sale (AFS) financial assets and stated at fair value (because the directors consider that fair value can be reliably measured). Fair value is determined in the manner described in note 8. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the investments revaluation reserve, with the exception of impairment losses where the losses exceed prior revaluation increments, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets, which are recognised in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

Benefit from carried forward tax losses

The future recoverability of the carried forward tax losses are dependent upon Group’s ability to generate taxable profits in the future in the same tax jurisdiction in which the losses arise. This is also subject to determinations and assessments made by the taxation authorities. The recognition of a deferred tax asset on carried forward tax losses (in excess of taxable temporary differences) is dependent on management’s assessment of these two factors. The ultimate recoupment and the benefit of these tax losses could differ materially from management’s assessment. (refer Note 4)

Share-based payments

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 of options is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in Note 14.

(f) Application of new and revised International Financial Reporting Standards (AASBs)

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current year.

In the current year, the Group has applied a number of amendments to AASBs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2016.

Amendments to AASB 101 Disclosure Initiative

The Group has applied these amendments for the first time in the current year. The amendments clarify that an entity need not provide a specific disclosure required by an AASB if the information resulting from that disclosure is not material, and give guidance on the bases of aggregating and disaggregating information for disclosure purposes. However, the amendments reiterate that an entity should consider providing additional disclosures when compliance with the specific requirements in AASB is insufficient to enable users of financial statements to understand the impact of particular transactions, events and conditions on the entity’s financial position and financial performance.

In addition, the amendments clarify that an entity’s share of the other comprehensive income of associates and joint ventures accounted for using the equity method should be presented separately from those arising from the Group, and should be separated into the share of items that, in accordance with other AASBs: (i) will not be reclassified subsequently to profit or loss; and (ii) will be reclassified subsequently to profit or loss when specific conditions are met.

As regards the structure of the financial statements, the amendments provide examples of systematic ordering or grouping of the notes.

The application of these amendments has not resulted in any impact on the financial performance or financial position of the Group.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 21

Amendments to AASB 116 and AASB 138 Clarification of Acceptable Methods of Depreciation and Amortisation

The Group has applied these amendments for the first time in the current year. The amendments to AASB 116 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to AASB 138 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. This presumption can only be rebutted in the following two limited circumstances:

• a) when the intangible asset is expressed as a measure of revenue; or

• b) when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated.

As the Group already uses the straight-line method for depreciation and amortisation for its property, plant and equipment, and intangible assets respectively, the application of these amendments has had no impact on the Group's consolidated financial statements.

Standards and interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but notyet effective.	At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but notyet effective.
AASB 9	Financial Instruments2
AASB 15	Revenue from Contracts with Customers (and the related Clarifications)2
AASB 16	Leases3
Amendments to AASB 2	Classification and Measurement of Share-based Payment Transactions2
Amendments to AASB 10 and AASB 128	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture4
Amendments to AASB 107	Disclosure Initiative1
Amendments to AASB 112	Recognition of Deferred Tax Assets for Unrealised Losses1

1 Effective for annual periods beginning on or after 1 January 2017, with earlier application permitted.

2 Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted.

3 Effective for annual periods beginning on or after 1 January 2019, with earlier application permitted.

4 Effective for annual periods beginning on or after a date to be determined.

The directors have yet to assess the potential impact of the standards not yet adopted.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 22

2. Significant accounting policies

a) Basis of consolidation

The consolidated financial statements comprise the financial statements of Transaction Solutions International Limited and its controlled entities. The Group has control when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

All intra-group balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the group and ceases when the Company loses control of the subsidiary. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent has control.

Accounting for subsidiaries in parent financial statements

The investments in subsidiaries are measured at costs less any accumulated impairment.

b) Translation of foreign operations

The functional currencies of the each individual component of the Group are their respective economic currencies.

As at the reporting date the assets and liabilities of foreign operations are translated into the presentation currency at the rate of exchange ruling at the reporting date and the statement of comprehensive income, statement cash flows and statement of changes in equity are translated at the weighted average exchange rates for the year.

The exchange differences arising on the retranslation are recognised in other comprehensive income and accumulated balances are carried forward as a separate component of equity.

On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation is reclassified to profit or loss.

c) Transactions in foreign currencies

In preparing the financial statements of each individual group entity, transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date, and gain or loss in exchange rate movements are recognised in profit or loss.

Non monetary items

Non monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

d) Revenue

Revenue is measured at the fair value of the consideration received or receivable.

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

e) Employee benefits

Employee benefits such as salary and wages are measured at the rate at which the Group expects to settle the liability; and recognised during the period over which the employee services are being rendered.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 23

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

f) Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses over the period of the lease on a straight line basis.

g) Income tax

Deferred tax

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year 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 the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

h) Other taxes

Revenues, expenses and assets are recognised net of the amount of indirect taxes except:

• where the taxes incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case those taxes are recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables are stated with the amount of taxes included.

The net amount of taxes recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the indirect tax component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of indirect taxes recoverable from, or payable to, the taxation authority.

i) Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 24

potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

The weighted average number of shares outstanding during the reporting period represents the equity structure of the legal parent, i.e. Transaction Solutions International Limited (“TSI Limited”).

j) Financial instruments

Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument. The de-recognition of a financial instrument takes place when the Group no longer controls the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party.

The financial instruments of the group comprise of (i) cash and cash equivalents; (ii) trade and other receivables; (ii) loans and receivable; (iv) available for sale financial assets and (v) trade and other payables.

k) Cash and cash equivalents

Cash comprises cash at bank and in hand and short term deposits with an original maturity of three months or less.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

l) Trade and other receivables

Receivables are recognised and carried at original costs less an allowance for any uncollectible amounts.

An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

m) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. The assets are depreciated over the following period in the current and prior reporting periods:

	Life
Computer related equipment	2 to 3 years
Office equipment	5 to 7 years

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the profit or loss in the period the item is derecognised.

n) Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or group of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 25

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.

o) Available for sale financial assets

The investments in equity instruments of other entities (other than subsidiaries) are designated as available-for-sale (AFS) financial assets.

AFS financial assets are initially recognised at their fair value plus their transaction costs. After initial recognition AFS financial assets are measured at fair value with gains or losses including any related foreign currency component, being recognised in other comprehensive income and as a separate component of equity until the asset is derecognised or until the asset is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

p) Trade and other payables

Liabilities are recognised for amounts to be paid in the future for goods and services received. Liabilities expected to be settled within the normal trading cycle are carried at cost, and those expected to be settled beyond 12 months are measured at amortised cost.

q) Share based payments

Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of valuation techniques. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

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, with a corresponding increase in equity. 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 equity settled employee benefits reserve.

r) Issued capital

Issued and paid up capital are recognised at the consideration received by the Group.

Expenses (including the tax effect) incurred directly in relation to the issue of the equity instruments are deducted from equity.

3. Profit and loss items

	Year ended Year ended
	31 Mar 2017 31 Mar 2016
	$ $
Loss for the year includes: Auditors' remuneration Paid/payable to parent entity auditor, Bentleys (WA) Pty Ltd (2016: Deloitte Touche Tohmatsu, Australia) For audit and review of financial statements For taxation services Paid/payable to auditors of subsidiary entities For audit and review of financial statements For taxation services	32,000 38,019 5,000 6,825
	37,000 44,844
	7,503 7,818 1,965 4,079
	9,468 11,897

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 26

4. Income taxes relating to continuing operations

Income tax recognised in profit or loss:

	Year ended Year ended
	31 Mar 2017 31 Mar 2016
	$ $
Loss for theyear from continuingoperations Tax benefit at effective tax rate Adjustment for: Permanent non-deductible items Deferred tax on carried forward losses Tax benefit recognised in Statement of profit and loss and other comprehensive income relating to continuing operations The effective corporate tax rate in Australia is 30%. In Mauritius the effective corporate tax rate is 15%. Components of deferred tax:	(1,302,870) (993,967)
	(385,161) (294,400) 1,234,910 977,164 (849,749) (682,764)
	- -
	31 Mar 2017 31 Mar 2016
	$ $
Deferred tax liability Trade and other receivables Deferred tax asset Trade and other payables Carried forward tax losses Net deferred taxes	5,615 2,275
	5,615 2,275
	31,766 2,275 (26,151) -
	5,615 2,275
	- -

Unrecognised deferred taxes:

	31 Mar 2017 31 Mar 2016
	$ $
On carried forward tax loss	5,461,961 4,250,715

The tax benefits of the above deferred tax assets will only be obtained if:

(a) the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;

(b) the Group continues to comply with the conditions for deductibility imposed by law; and

(c) no changes in income tax legislation adversely affect the Company in utilising the benefits.

The directors do not consider that the Group would have sufficient taxable profits in the foreseeable future to recoup the tax losses. Hence no deferred tax asset has been recognised.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 27

5. Loss per share

5.Loss per share
	Year ended Year ended 31 Mar 2017 31 Mar 2016 $ $ (1,302,870) (993,967) (1,302,870) (993,967) No. No. 1,904,881,071 1,799,350,082 (0.07) (0.06)
Net loss attributable to equity holders from continuing operations
Net loss attributable to equity holders from continuing and discontinued operations
Weighted average number of shares for basic and diluted loss per share
From continuing operations
Loss per share (cents)
6.Cash and cash equivalents
	31 Mar 2017 31 Mar 2016
	$ $
Cash and cash equivalent consists of: Cash in hand and on demand deposits Reconciliation of net loss to operating cash flows:* Net loss for the year Adjustments for: Depreciation expense Share based payments Foreign exchange gains Movement in working capital items: (Increase) / decrease in trade and other receivables (Increase) / decrease in prepayments Increase /(decrease)in trade and otherpayables	2,537,646 1,883,929
	2,537,646 1,883,929
	(1,302,870) (993,967) 1,067 2,420 392,668 128,979 4,619 (18,428) (2,651) 126,645 (5,825) 1,098 (11,058) 50,026
	(924,050) (703,227)

*Includes $20,000 held as security for credit card facility

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 28

7. Trade and other receivables

		31 Mar 2017 31 Mar 2016
		$ $
	Security deposits Other receivables	25,500 25,500 18,717 16,066
		44,217 41,566

8. Available for sale financial assets

	31 Mar 2017 31 Mar 2016
	$ $
Shareholding in TSI India	9,750,000 9,750,000
	9,750,000 9,750,000

Fair value methodology

Shares in TSI India are not publicly traded and the directors are not aware of any reliable information regarding independent third party share transactions to assess the fair value.

The fair value of investments in TSI India is measured on a recurring basis at each reporting date.

The assessment of fair value of those investments is a ‘Level 3’ hierarchy under AASB 13 ‘ Fair Value Measurement ’. The measurement of fair value under Level 3 hierarchy is based on significant unobservable inputs.

The directors have obtained an independent expert’s valuation report to measure the fair value of the investment at balance date. The fair value measurement model is based on the Sum–of-parts methodology comprising the following:

• Discounted Cash Flows (DCF) method for valuation of the TSI India business; and

The value of other assets and liabilities of TSI India

The DCF method estimates the fair value of the business by discounting the future cash flows arising from the business of TSI India. The application of DCF method requires significant assumptions to be made regarding the various inputs. The key assumptions of the existing business are:

• The future cash flows for the period of 5 years have been applied;

• At balance date, TSI India’s existing ATM networks comprise of 14,346 machines installed for three major Indian banks. Over the forecast period an additional 1,207 ATMs are expected to be installed across the network and the DCF is adjusted for this expected increase.

• TSI India’s revenue is primarily generated in the form of fee per ATM transaction. This fee varies among the banks and also the location of the ATM machines. A range based on historical averages has been applied.

• The transaction volumes per ATM machines have historically ranged from 3,000 to 6,000 on a monthly basis. The DCF valuation model has been based on a reasonable estimate of 4,000 transactions per month.

• Transaction volumes at ATM sites have been assumed to increase 4% year on year over the forecast period;

• Operating cost assumptions regarding the fixed costs and direct and indirect site expenses have been based on historical expenses of FY2016 and FY2017.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 29

• The terminal value of the ATMs at the end of 5 years are computed based on no growth into perpetuity

In addition:

• A discount rate of 15.00% has been applied based on the cost of equity. This discount rate has been applied having regard to Indian Government’s 10 year bond yield at 6.68%, an equity beta of 1.00 and an equity risk premium of 8.00%.

• The inflation rate has been assumed at 4% based on recent historical economic data from, and inflation rate targets set by, the Reserve Bank of India.

The valuation of the Company’s investment in TSI India is predominantly based on prospective financial information. Since forecasts relate to the future, they may be affected by unforeseen events and they depend, in part, on the effectiveness of managements actions in implementing the plans on which the forecasts are based. Accordingly actual results may vary materially from the forecast.

Reconciliation of movement in ‘Level 3’ financial instruments

	31 Mar 2017 31 Mar 2016
	$ $
Balance at the beginning of the year Movement in fair value of financial instruments	9,750,000 5,644,853 - 4,105,147
	9,750,000 9,750,000

The directors have concluded that, even though the Group (TSN) has a 24.89% equity interest in TSI India, it does not exert significant influence over the operations of the investee. The reasons are stated below:

• Board representation: TSN has one seat on a Board of 7 directors. The decisions of the Board are taken by a majority vote. TSN has no significant ability to influence decision making at Board level.

• Material transactions: Other than a partial reimbursement of costs which expired in June 2015 there have been no material transactions between TSN and the investee.

• Interchange of Managerial personnel: Other than the involvement of non-executive director, Gary Foster on the Board of the investee there has been no interchange of managerial personnel between TSN and the investee.

• Provision of essential technical information: There has been no provision of essential technical information between TSN and the investee

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 30

9. Plant and equipment

	31 Mar 2017 31 Mar 2016
	$ $
Plant and equipment At cost Accumulated depreciation Movement in plant and equipment Balance at the beginning of the year Additions during the year Depreciation for theyear Balance at the end of the year 10.Trade and other payables	29,367 27,344 (26,028) (24,961)
	3,339 2,383
	2,383 4,803 2,023 - (1,067) (2,420)
	3,339 2,383
	31 Mar 2017 31 Mar 2016
	$ $
Tradepayables and accruals	114,139 125,197
	114,139 **125,197 **

The trading terms with the creditors generally provide for 30 days credit.

11. Contributed equity

	31 Mar 2017 31 Mar 2016
	$ $
Issued and paid up capital 1,945,136,208(2016: 1,838,886,208)ordinaryshares	34,179,407 32,654,210
	34,179,407 32,654,210
	Nos. $
Movement in ordinary shares Opening balance Issued for cash Costs of issue Balance at 31 March 2016 Opening balance Issued for cash Costs of issue Balance at 31 March 2017	1,780,062,679 32,185,790 58,823,529 500,000 (31,580)
	1,838,886,208 32,654,210
	1,838,886,208 32,654,210 106,250,000 1,700,000 (174,803)
	1,945,136,208 **34,179,407 **

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 31

Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.

12. Reserves

	31 Mar 17 31 Mar 16
	$ $
Available for sale reserve Share based payment reserve Foreign currencytranslation reserve	4,445,862 4,445,862 575,240 128,979 5,620 -
	5,026,722 4,574,841

Available for sale reserve

The available for sale reserve represents the cumulative gains and losses including foreign currency gains or losses, arising on the revaluation of available for sale financial assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.

Share based payment reserve

The share-based payment reserve relates to share options granted by the Company to its employees. Further information about share-based payments to employees is set out in note 14.

Foreign currency translation reserve

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (ie. Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.

13. Operating segments

Information reported to the chief operating decision makers for the purposes of resource allocation and assessment of segment performance focuses on the business in India. The Group’s reportable segment under AASB 8 as at 31 March 2017 comprise only one segment as follows:

• Segment comprising TSI Limited and TSI (Australia) Pty Ltd to manage the corporate affairs of the group.

There were no inter-segment transactions affecting the segment revenue or the results.

14. Share based payments

The following share based compensation was granted to Sanlam Private Wealth during the year.

Name	Granted	Exercise	Expiry date	Vesting
	Nos.	price		(from grant date)
Sanlam Private Wealth	7,500,000	3 cents	30 June 2018	24 August 2016

The options have been granted as part consideration for services performed as Lead manager in a capital raising undertaken by the Company.

An expense of $53,593 was recognised during the year in relation to this share based payment.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 32

The inputs to the options valuation were:

	Options
	expiring
	30/6/2018
Grant date share price	2.0 cents
Expected volatility	91%
Time to maturity	1.85 years
Dividend yield	0%
Risk-free interest rate	1.41%

An expense of $392,668 was also recognised during the year in relation to options granted in the prior year vesting on 15 August 2016.

15. Financial Instruments

Board policy on financial instruments

The Group’s financial instruments arise directly from its operations and through the fund raising activities. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.

The financial instruments expose the group to certain risks. The nature and extent of such risks, and the management's risk management strategy are noted below.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Given the nature and size of the business, no formal risk management committees have been established, however responsibility for control and risk management is delegated to the appropriate level of management with the chief executive officer and chief financial officer (or their equivalent) having ultimate responsibility to the Board for the risk management and control framework.

Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of the operations and financial position of the Group. The Board also reviews risks that relate to operations and financial instruments as required, but at least every six months.

Given the uncertainty as to the timing and amount of cash inflows and outflows, the Group has not implemented any additional strategies to mitigate the financial risks and no hedging has been put in place. As the Group's operations change, the Directors will review this policy periodically going forward.

The Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains.

Capital Management Policy

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. The Group is currently examining new business opportunities where acquisition/working capital requirements of a new project may involve additional funding in some format (which may include debt, where appropriate).

The Board manages the paid up share capital as its capital base. (2017: $34,179,407; 2016: $32,654,210)

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 33

Fair value of financial instruments

	31 Mar 17 31 Mar 16
	$ $
Cash and cash equivalent Trade and other receivables (1) Available for sale financial assets(Refer note 8) Total Trade and otherpayables(1)	2,537,646 1,883,929 44,217 41,566 9,750,000 9,750,000
	12,331,863 11,675,495
	(114,139) (125,197)
	12,217,724 11,550,298

(1) The fair values closely approximate their carrying amount on account of the short maturity cycle.

Credit risk

The Group's credit risks arise from potential default of trade and other receivables. The maximum credit exposure is limited to the carrying amount of trade and other receivables of $44,217 (2016: $41,566) at reporting dates.

	31 Mar 17 31 Mar 16
	$ $
Ageing analysis of trade and other receivables:	44,217 41,566 - - - -
Recoverable within 3 months
Recoverable after 3 months
Bad and doubtful debts
Total	44,217 41,566

Trade and other receivables comprise receivables from a bank and the Australian Taxation Office. The Board monitors the recoverability through an aged receivable schedules and inputs from the management team.

There are no significant concentrations of credit risks.

Liquidity risk

The Group's liquidity risks arise from potential inability of the group to meet its financial obligations as and when they fall due, generally due to shortage of cleared funds. The Group is exposed to liquidity risk on account of trade and other payables. The Group manages its liquidity risk through continuously monitoring the cleared funds position; and by utilising short term cash budgets.

The contractual maturity analysis of the Group's financial liabilities is as follows:

	<3 months >3 months **Total **
	$ $ $
31 March 2017	114,139 - 114,139
Trade and otherpayables
	114,139 - 114,139
31 March 2016	125,197 - 125,197
Trade and otherpayables
	125,197 - **125,197 **

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 34

Interest rate risk

Interest rate risk is the risk that fair values and cash flows of the Group’s financial instruments will be affected by changes in the market interest rates.

The Group’s cash and cash equivalents are impacted by interest rate risks. Other receivables and payables have short maturities and are non-interest bearing. Management believes that the risk of interest rate movement would not have a material impact of the Group’s operations.

Management periodically reviews the interest rates offered on cash and cash equivalents. The Group’s primary objective is on developing the core business rather than earning interest income. The cash balances are invested at the prevailing short term market interest rates with credit worthy financial institutions.

The sensitivity of the interest bearing financial instruments to a 1% change in market interest rate is:

	31 Mar 17 31 Mar 16
	$ $
	2,537,646 1,883,929
Cash and cash equivalents
	2,537,646 1,883,929 25,376 18,839 (25,376) (18,839)
Impact on profit and equity +1% movement
Impact on profit and equity -1% movement

Foreign currency risk

The Group has exposure to Indian Rupees on account of the geographical location of the investment.

	31 Mar 17 31 Mar 16
	$ $
Indian rupee denominated financial instruments	9,750,000 9,750,000
Available for sale financial assets
	9,750,000 9,750,000
	50,265 646,827 (16,507) (25,164)
US dollar denominated financial instruments
Cash and cash equivalents
Trade and otherpayables
	33,758 621,663

The Board does not currently engage in hedging these foreign currency risks.

The sensitivity of the foreign currency denominated financial instruments to a 10% change in market exchange rate are:

Impact on profit or loss	31 Mar 17 31 Mar 16
	$ $
Appreciation of A$ by 10%	975,000 975,000 3,376 62,166
Indian rupees
US dollars
	978,376 1,037,166
Depreciation of A$ by 10%	(975,000) (975,000) (3,376) (62,166)
Indian Rupees
US dollars
	(978,376) (1,037,166)

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 35

16. Key Management Personnel Disclosure

Key Management Personnel

The KMP of the Group during the current year and prior financial year were:

Name	Role
Mr.GaryFoster	Chairman,non-executive director(Managing directorto 31 March 2017)
Mr. Paul Boyatzis	Non-executive director (Chairman to 31 March 2017)
Mr. Yew SengKwa	Non-executive director
Mr. JeffreyLai	Chief executive officer(appointed 20 March 2017)
Mr James Carroll	Non-executive director(resigned 31 March 2016)

All KMP of the Group were in office for the entire year unless stated otherwise.

The aggregate compensation made to directors and other members of key management personnel of the company and the Group is set out below:

	31 Mar 17 31 Mar 16
	$ $
Short-term employee benefits	389,815 455,430 24,677 29,820
Post-employment benefits
	414,492 485,250

Loans to Key Management Personnel

There were no loans made to KMPs during the year (2016: Nil)

Other balances and transactions with Key Management Personnel

The Group did not engage in any other transactions with the KMPs, other than in their capacity as shareholders of the Group.

17. Commitments

Capital commitments:

At 31 March 2017, the Group had no capital commitments.

Operating lease commitments:

The Group has operating lease commitments in relation to office premises. The existing commitments in relation to non-cancellable operating leases at reporting dates were:

	31 Mar	2017	31 Mar 2016
	$		$
Payable within 1 year	31,680		73,633
Between 1 and 5 years		2,640	-
Beyond 5 years		-	-
Total	34,320		73,633

18. Contingent assets and liabilities

At 31 March 2017 there are no contingent assets or liabilities within the Group.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 36

19. Events after balance sheet date

Subsequent to the balance date the Company announced it had entered into an exclusive agreement with a subsidiary of Novatti Group Limited to target the Indian digital payments market by establishing and marketing a range of mobile and online payment services.

The Company also announced the decision not to exercise or seek a further extension to the CX Partners option agreement for TSN to purchase the remaining 75% equity of TSI India, which expired on 30 April 2017. The Company will continue to monitor the investment opportunity.

Other than the above no matters or circumstances have arisen since the end of the year which have significantly affected or may significantly affect the operations or the state of affairs of the Group in the future financial years.

20. Parent entity information

The following details information related to the parent entity, TSI Limited at 31 March 2017. The information presented here has been prepared using consistent accounting policies as presented in note 2.

	31 Mar 17 31 Mar 16
	$ $
Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity Financial Performance Profit/(Loss) for the year Other comprehensive income Total comprehensive income for the year	2,539,111 1,281,620 7,905,220 4,397,521
	10,444,331 5,679,141
	251,469 255,580
	251,469 255,580
	10,192,863 **5,423,561 **
	34,179,407 32,654,210 2,579,361 2,133,100 (26,565,905) (29,363,749)
	10,192,863 **5,423,561 **
	2,797,844 (4,888,490) - 1,974,907
	2,797,844 (2,913,583)

No guarantees have been entered into by TSI Limited in relation to the debts of its subsidiaries.

TSI Limited had no commitments to purchase property, plant and equipment or contingent liabilities at year end.

Transaction Solutions International Limited ANNUAL FINANCIAL REPORT 2017 37

To The Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

As lead audit director for the audit of the financial statements of Transaction Solutions International Limited for the financial year ended 31 March 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of:

==> picture [6 x 10] intentionally omitted <==

• the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

==> picture [6 x 10] intentionally omitted <==

• any applicable code of professional conduct in relation to the audit.

Yours faithfully

==> picture [64 x 58] intentionally omitted <==

==> picture [103 x 21] intentionally omitted <==

----- Start of picture text -----

BENTLEYS
Chartered Accountants
----- End of picture text -----

==> picture [149 x 61] intentionally omitted <==

==> picture [91 x 21] intentionally omitted <==

----- Start of picture text -----

CHRIS NICOLOFF CA
Director
----- End of picture text -----

Dated at Perth this 9[th] day of June 2017

Independent Auditor's Report

To the Members of Transaction Solutions International Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Transaction Solutions International Limited (“the Company”) and its subsidiaries (“the Consolidated Entity”), which comprises the consolidated statement of financial position as at 31 March 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion:

• a. the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the Consolidated Entity ’s financial position as at 31 March 2017 and of its financial performance for the year then ended; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

• b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. 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 Consolidated Entity 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.

Independent Auditor’s Report To the Members of Transaction Solutions International Limited (Continued)

==> picture [73 x 36] intentionally omitted <==

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Share based payments - $392,668 Refer to Note 14 Share based payments The share based payment expense has been deemed a key audit matter as a result of the judgement involved in determining the inputs to the valuation model and the fact that it is material to the financial statements. As disclosed in Note 14, during the period the entity granted options to its lead manager for the capital raising conducted during the period. Further to this in the prior period options were granted to employees as an incentive and these vested during the current period. These options are subject to the measurement and recognition criteria of AASB_2 “Share-based_ Payments”. There are various inputs applied to the model used to calculate the value of the options.	Our procedures included, amongst others: Obtaining a reconciliation of the share based payments in existence during the period. Enquiring with management whether there have been any new options issued during the period. Obtaining managements calculation of the fair value of options issued and assessing the inputs. Assessing the amount recognised during the period against the vesting conditions of the options. Enquiring with management about the vesting of options issued in prior periods. Assessing the amount recognised in the current period against the original terms of options issued in prior periods. Ensuring disclosure is complete and accurate
Available for Sale Financial Assets - $9,750,000 Refer to Note 8 – Available for sale financial assets We focused on this area and deemed it a key audit matter due to the size of the balance and the inherent judgement involved in determining the fair value of financial instruments with significant unobservable inputs. As at 31 March 2017 the available-for-sale financial assets were valued at $9,750,000 (2016: $9,750,000).	In assessing this key audit matter we involved valuation specialists. Our procedures included, amongst others: Agreeing the existence and number of shares held of available-for-sale security balances at 31 March 2017 to share certificates. Obtaining the independent expert’s valuation of available for sale financial assets. We evaluated the methodology for determining the recoverable amount of the investment in Transaction Solutions International (India) Private Limited by comparing the model with generally accepted valuation methodology and accounting standard requirements.

Independent Auditor’s Report To the Members of Transaction Solutions International Limited (Continued)

==> picture [73 x 36] intentionally omitted <==

Key audit matter

How our audit addressed the key audit matter

The available for sale financial assets are “level 3” financial instruments in accordance with the classification under Australian Accounting Standards where values are derived from significant unobservable inputs. The valuation therefore requires a higher degree of judgement. The available for sale financial asset relates to the 24.89% equity interest in Transaction Solutions International (India) Private Limited.

We checked the mathematical accuracy of the model and recalculated the recoverable amount. We performed sensitivity analysis on key assumptions such as the discount rate and expected growth in transactions to identity the assumptions relative to the risk of impairment and material misstatement and focus our audit effort thereon. We ensure the disclosures were in accordance with AASB 14 “Fair Value Measurement”. We challenged the key assumptions in the model by: Assessing estimated future transactions against existing contractual arrangements and industry trends. Corroborating inputs of the discount rate calculated to external market data.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 31 March 2017, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial report complies with International Financial Reporting Standards.

In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to

Independent Auditor’s Report To the Members of Transaction Solutions International Limited (Continued)

==> picture [73 x 36] intentionally omitted <==

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 Consolidated Entity or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

==> picture [5 x 8] intentionally omitted <==

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

==> picture [5 x 8] intentionally omitted <==

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Entity’s internal control.

==> picture [5 x 8] intentionally omitted <==

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

==> picture [5 x 8] intentionally omitted <==

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to continue as a going concern.

==> picture [5 x 8] intentionally omitted <==

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

==> picture [5 x 8] intentionally omitted <==

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion.

Independent Auditor’s Report To the Members of Transaction Solutions International Limited (Continued)

==> picture [73 x 36] intentionally omitted <==

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 31 March 2017. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s300A 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.

Auditor’s Opinion

In our opinion, the Remuneration Report of Transaction Solutions International Limited, for the year ended 31 March 2017, complies with section 300A of the Corporations Act 2001 .

==> picture [64 x 59] intentionally omitted <==

BENTLEYS Chartered Accountants

==> picture [149 x 61] intentionally omitted <==

CHRIS NICOLOFF CA Director

Dated at Perth this 9[th] day of June 2017