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FINDI LIMITED Interim / Quarterly Report 2022

Nov 29, 2021

64934_rns_2021-11-29_e6b03058-350b-4437-8e22-a30f1c8306ca.pdf

Interim / Quarterly Report

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Vortiv Limited

ABN 98 057 335 672

Appendix 4D – 30 September 2021 Half-Year Report

1. Results for Announcement to the Market.

30 Sep’ 2021 30 Sep’ 2020 % Change
$000 $000
2.1 Revenue from ordinary
activities (excluding interest
income)
31 53 -42%
2.2 Profit/(loss) from
continuing operations after tax
attributable to members.
(395) (61) 548%
2.3 Net profit/(loss) for the
period attributable to
members.
(395) 770 -151%
2.4 Amount per security and
franked amount per security
of interim dividend.
$5.55 per share
2.5 Record date for
determining entitlements to
the dividends and payment
date.
17thMarch 2021
2.6 Brief explanation of any of
the figures in 2.1 to 2.4
necessary to enable the
figures to be understood.
See Directors Report – Financial Report for the
Half-Year Ended 30 September 2021.

2. Net Tangible Assets per Security

30 Sep’2021 30 Sep’ 2020
Cents Cents
Net tangible assets per security 4.6 5.1

Vortiv Limited Appendix 4D – 30 September 2021 Page 1

3. Details of Dividend and Distribution Payments

A fully franked dividend of $5.55 cents per share was paid during the period with a record date of 17[th] March 2021.

4. Dividend Reinvestment Plans

There are no dividend or distribution reinvestment plans in operation.

5. Associates and Joint Venture Entities

Not applicable

6. Foreign Entities

The Group includes the following overseas entity:

TSI Investments (Mauritius) Pty Ltd (Mauritius)

7. Audit Dispute or Qualification

None.

Vortiv Limited Appendix 4D – 30 September 2021 Page 2

Vortiv Limited ABN 98 057 335 672

Financial Statements

For the Half Year Ended 30 September 2021

Vortiv Limited

ABN 98 057 335 672

Contents

For the Half Year Ended 30 September 2021

Page
Financial Statements
Directors' Report 1
Statement of Profit or Loss and Other Comprehensive Income 3
Statement of Financial Position 4
Statement of Changes in Equity 5
Statement of Cash Flows 6
Notes to the Financial Statements 7
Directors' Declaration 15
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 16

ABN 98 057 335 672

Vortiv Limited

Directors' Report

30 September 2021

Your directors of Vortiv Limited ("VOR or the Company") submit herein the interim financial report of the Group for the half year ended 30 September 2021. To comply with the provisions of the Corporation Act 2001, the Director's Report is as follows.

Information on directors

The names of each person who has been a director during the half year and to the date of this report are: Mr Nicholas Smedley - Non-executive Chairman (appointed 12 April 2021)

Mr Simon Vertullo - Non-executive Director (appointed 19 April 2021)

Mr Jason Titman - Non-executive Director (appointed 19 April 2021)

Mr Phillip MacLeod - Company Secretary (appointed as Non-executive Director on 16 December 2020/ resigned as Non-executive Director on 30 April 2021)

Review of operations

The following events have occurred during the half-year:

  • On 9 April 2021, a fully franked dividend of $7.799 million (5.55 cents per share) was paid to shareholders with a record date of 17 March 2021.

  • During the half year period, a return of capital payment of $13.485 million (10 cents per share) was paid to shareholders.

The Company continues to hold its interest in TSI India and to seek other business opportunities.

Summary Financial Results

Prior period results include the discontinued operations of Decipher Works Pty Ltd ("DWX") and Cloudten Industries Pty Ltd ("C10"). With the approval of shareholders, the Company sold 100% of the shares of DWX and C10 to CyberCX Pty Ltd effective 16 December 2020 for $25 million.

Vortiv continues to hold its 24.89% investment and non-controlling interest in Transaction Solutions International (India) Private Limited ("TSI India").

During the half year ending 30 September 2021 TSI India delivered unaudited revenue of INR 1,181.4 million which converts to AUD $21.3 million compared to INR 1,124.4 million or AUD $21.8 million for the six months to September 2020. Underlying EBITDA for the current half year was INR 187.6 million which converts to AUD $3.4 million compared to INR 201.7 million which converts to AUD $3.9 million for the September 2020 half year period.

Net debt has decreased in the current half year to AUD $3.2 million (INR 173.5 million) at 30 September 2021 compared to AUD $5.3 million (INR 296.8 million) at 31 March 2021.

The directors obtained an independent expert's valuation report to measure the fair value of the investment at 31 March 2021. The directors are of the opinion there has been no material change to the investment in the 6-month period and that all assumptions in the valuation remain valid. The directors have resolved to leave the carrying value unchanged as at 30 September 2021.

1

ABN 98 057 335 672

Vortiv Limited

Directors' Report

30 September 2021

Auditor's independence declaration

The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the half year ended 30 September 2021 has been received and can be found on page 16 of the financial report.

ASIC corporations instrument 2016/191 rounding of amounts

The Company is an entity to which ASIC Corporations (Rounding in Financial/Directors' Report) Instrument 2016/191 applies and, accordingly, amounts in the financial statements and directors' report have been rounded to the nearest thousand dollars.

This report is signed in accordance with a resolution of the Board of Directors.

Director: ..............................................

Dated this 29th day of November 2021

2

ABN 98 057 335 672

Vortiv Limited

Statement of Profit or Loss and Other Comprehensive Income For the Half Year Ended 30 September 2021

Note
Gross revenue
6
Employee benefits expenses
Professional services
Depreciation expenses
Depreciation of right of use assets
Finance costs
Fair value adjustment on contingent consideration
Other expenses
Loss before tax from continuing operations
Income tax benefit/(expense)
Loss after tax from continuing operations
Profit from discontinued operations
7
Profit after tax for the half year
Other comprehensive income, net of income tax
Items that will be reclassified to profit or loss when specific
conditions are met
Foreign currency movement in translation of foreign operations
Other comprehensive income for the half year, net of tax
Total comprehensive income for the half year
Earnings/(Loss) per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Half Year Ended
30 September
2021
000's
$
Half Year Ended
30 September
2020
000's
$
34
54
(216)
(251)
(187)
(230)
(1)
(1)
-
(31)
-
(45)
-
473
(29)
(30)
(399)
(61)
4
-
(395)
(61)
-
831
(395)
770
(3)
4
(3)
4
(398)
774
0.0028
0.55
0.0028
0.55

The accompanying notes form part of these financial statements.

3

ABN 98 057 335 672

Vortiv Limited

Statement of Financial Position

As At 30 September 2021

Note
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
9
Contract assets
Income tax receivable
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Financial assets at fair value through other comprehensive income (FVOCI)
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
11
Dividend payable
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
30 September
2021
000's
$
31 March
2021
000's
$
1,091
22,709
35
124
-
7
-
37
47
7
1,173
22,884
1
2
6,100
6,100
6,101
6,102
7,274
28,986
803
265
-
7,799
803
8,064
803
8,064
6,471
20,922
27,936
41,989
799
802
(22,264)
(21,869)
6,471
20,922
6,471
20,922

The accompanying notes form part of these financial statements.

4

ABN 98 057 335 672

Vortiv Limited

Statement of Changes in Equity For the Half Year Ended 30 September 2021

Balance at 1 April 2020
Net profit/(loss) for the period
Total other comprehensive income/(expense)
Transactions with owners in their capacity as owners
Issue of shares
Convertible note reserve transferred to accumulated losses
Expired options transferred to accumulated losses
Balance at 30 September 2020
Balance at 1 April 2021
Net profit/(loss) for the period
Total other comprehensive income/(expense)
Return of capital
Balance at 30 September 2021
Contributed
equity
000's
$
Convertible
note reserve
000's
$
Foreign
currency
translation
reserve
000's
$
FVOCI
reserve
000's
$
Share-based
payment
reserve
000's
$
Accumulated
losses
000's
$
Total equity
000's
$
41,789
52
(17)
226
124
(24,632)
17,542
-
-
-
-
-
770
770
-
-
4
-
-
-
4
200
-
-
-
-
-
200
-
(52)
-
-
-
52
-
-
-
-
-
(99)
99
-
41,989
-
(13)
226
25
(23,711)
18,516
Contributed
equity
000's
$
Convertible
note reserve
000's
$
Foreign
currency
translation
reserve
000's
$
FVOCI
reserve
000's
$
Share-based
payment
reserve
000's
$
Accumulated
losses
000's
$
Total
000's
$
41,989
-
(13)
796
19
(21,869)
20,922
-
-
-
-
-
(395)
(395)
-
-
(3)
-
-
-
(3)
(14,053)
-
-
-
-
-
(14,053)
27,936
-
(16)
796
19
(22,264)
6,471

The accompanying notes form part of these financial statements.

5

ABN 98 057 335 672

Vortiv Limited

Statement of Cash Flows

For the Half Year Ended 30 September 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
Payments to employees
Payments to suppliers
Interest received
Income taxes received/(paid)
Net cash provided by/(used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash inflow/(outflow) on sale of business
Payment for property, plant and equipment
Net cash provided by/(used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible notes
Principal elements of lease payments
Dividends paid by parent entity
Return of capital paid
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at beginning of year
Effect of exchange rate movements
Cash and cash equivalents at end of the half year
Half Year Ended
30 September
2021
000's
$
Half Year Ended
30 September
2020
000's
$
32
7,833
(161)
(3,235)
(266)
(2,908)
2
1
42
(11)
(351)
1,680
20
-
-
(76)
20
(76)
-
(765)
-
(48)
(7,799)
-
(13,485)
-
(21,284)
(813)
(21,615)
791
22,709
1,054
(3)
-
1,091
1,845

The 30 September 2020 cash flows are inclusive of the discontinued operations of Decipher Works Pty Ltd and Cloudten Industries Pty Ltd up to the date of disposal of subsidiaries. Refer to Note 7 for further details.

The accompanying notes form part of these financial statements.

6

ABN 98 057 335 672

Vortiv Limited

Notes to the Financial Statements For the Half Year Ended 30 September 2021

1 General Information

Corporate information

Vortiv Limited is a company domiciled in Australia. These consolidated financial statements comprise Vortiv Limited, a company incorporated in Australia and its subsidiaries ("the Group") as at and for the six months ended 30 September 2021.

The annual financial report of the Company for the year ended 31 March 2021 is available on ASX: VOR.

Statement of compliance

This financial report complies with Australian Accounting Standards, which include equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that financial statements and notes of the Group comply with International Financial Reporting Standards (IFRS).

Components of the Company

The Company financial statements represent the financial position of Vortiv Limited, and the other entities within the Company at 30 September 2021 and their financial performance, cash flows and changes in equity for the half year ended on that date.

The Company comprises of the following entities:
Accounting parent
Vortiv Limited ("VOR")
Extent of Control Extent of Control Extent of Control Extent of Control
Incorporation 30 Sep
2021
31 Mar
2021
30 Sep
2020
Australia
Controlled entities
Transaction Solutions International Pty Ltd
Transaction Solutions International
(Mauritius) Pty Limited
Decipher Works Pty Ltd
Cloudten Industries Pty Ltd
Australia
Mauritius
Australia
Australia
100%
100%
0%
0%
100%
100%
0%
0%
100%
100%
100%
100%

The Company retains a non-controlling 24.89% interest in TSI India.

7

Vortiv Limited

ABN 98 057 335 672

Notes to the Financial Statements For the Half Year Ended 30 September 2021

2 Summary of Significant Accounting Policies

(a) Going concern

The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activities, the realisation of assets and the settlement of liabilities in the ordinary course of business.

For the half-year ended 30 September 2021, the Group generated a loss after tax of $394,857 (30 September 2020: income of $770,380) and net cash outflows from operating activities of $351,155 (30 September 2020: net cash inflows of $1,680,497) and working capital is $370,286 as at 30 September 2021 (31 March 2021: $14.820 million).

The following events have occurred during the half-year end:

  • On 9 April 2021, a fully franked dividend of $7.799 million (5.55 cents per share) was paid to shareholders with a record date of 17 March 2021.

  • During the half year period, a return of capital payment of $13.485 million (10 cents per share) was paid to shareholders.

Following the disposal of the Group's DWX and C10 businesses, the Group has minimal commitments as it seeks other business opportunities. The directors have prepared a cash flow forecast, which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirement for 12-month period from the date of signing this financial report. In the event the Board identifies an acquisition opportunity, the Company may need to raise funds from equity or debt sources or realise funds from its investments.

3 Comparative Amounts

Comparatives are consistent with prior years, unless otherwise stated.

4 Rounding of amounts

The Company is an entity to which ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 applies and, accordingly amounts in the financial statements and Directors' Report have been rounded to the nearest thousand dollars.

8

Vortiv Limited

ABN 98 057 335 672

Notes to the Financial Statements For the Half Year Ended 30 September 2021

5 Basis of Preparation

This condensed interim financial report for the reporting period ending 30 September 2021 has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting .

The interim financial report is intended to provide users with an update on the latest annual financial statements of Vortiv Limited. As such it does not contain information that represents relatively insignificant changes occurring during the half year within Vortiv Limited. This condensed financial report does not include all the notes normally included in an annual financial report. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of Vortiv Limited for the year ended 31 March 2021, together with any public announcements made during the half year.

The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.

The financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Significant accounting policies adopted in the preparation of these financial statements are presented below and are consistent with prior reporting periods unless otherwise stated.

6 Revenue and Other Income

An operating segment is a component of an entity that engages in business activities from which it may earn revenue and incur expenses and whose operating results are regulary reviewed by the Company's Chief Operating Decision Maker (CODM) in order to effectively allocate Group resources and assess performance.

The Company has idenified one segment, being holder of a minority interest in TSI India, a specialist in providing solutions in the payments, electronic surveillance and managed service space.

Revenue from continuing operations

Revenue from continuing operations
Finance income
Other income
Total Revenue
Half Year Ended
30 September
2021
000's
$
Half Year Ended
30 September
2020
000's
$
3
1
31
53
34
54

9

Vortiv Limited

ABN 98 057 335 672

Notes to the Financial Statements For the Half Year Ended 30 September 2021

7 Discontinued Operations

Disposal of international operations and security businesses

On 27 February 2020, the Company announced the closure of the international operations in the United Kingdom (UK) and Singapore.

On the 22nd of October 2020, the Company announced the proposed sale of both DWX and C10 to CyberCX Pty Ltd for $25 million. The sale was complete effective 16 December 2020. The Financial performance and cash flow information presented below is for the prior half year period from 1 April 2020 through 30 September 2020 and the half year ended 30 September 2021 .

Analysis of loss for the year from discontinued operations

The combined results of the discontinued operations (DWX and C10) are included in the profit for the year are set out below. The comparative profit and cash flows from discontinued operations have been represented to include those operations classified as discontinued in the current year .

Profit for the half year from discontinued operations

Profit for the half year from discontinued operations
Revenue
Cost of sales
Gross profit
Employee benefits expenses
Professional services
Research & development
Depreciation expenses
Depreciation of right of use assets
Other expenses
Profit before tax
Attributable income tax benefit/(expense)
Profit after income tax of discontinued
operations
Cash flows from discontinued operations
Net cash inflows from operating activities
Net cash outflows from investing activities
Net cash outflows from financing activities
Effect of exchange rate movements
Net cash outflows
Half Year Ended
30 September
2021
000's
$
Half Year Ended
30 September
2020
000's
$
-
6,729
-
(2,065)
-
4,664
-
(3,335)
-
(112)
-
(46)
-
(21)
-
(31)
-
(179)
-
940
-
(109)
-
831
-
2,190
-
(2,419)
-
(30)
-
(4)
-
(263)

10

ABN 98 057 335 672

Vortiv Limited

Notes to the Financial Statements For the Half Year Ended 30 September 2021

8 Income Tax Expense

  • (a) The major components of income tax recognised in profit or loss comprise:
Current tax expense/(income) in respect of the current year
Adjustments recognised in the current year in relation to the current
tax of prior years
Deferred tax expense/(income) in respect of current year
Tax expense attributable to discontinued operations
Total income tax expense
(b) Reconciliation of income tax to accounting profit:
Profit/(loss) for the year
Income tax using the Australia tax rate of 26% (2021: 26%)
Tax effect of:
- Effect of different tax rate in Mauritius of 15%
- Effect of permanent non-deductible items
- Effect of permanent non-assessable items
- Effect of previously unrecognised deferred tax assets now recognised
- Effect of previously recognised deferred tax assets no unrecognised
- Accounting profit on sale of businesses
- Sale of business - Capital Gain
- Deferred tax impact of sold businesses
- Adjustment to deferred tax assets as a result in change of tax rate
- Adjustments recognised in the current year in relation to the current tax of
prior years
- Under recognition in prior years of deferred tax assets not brought to
account as future income tax benefits
- Tax expense attributable to discontinued operations
Tax expense recognised in Statement of profit or loss and other
comprehensive income relating to continuing operations
30 September
2021
000's
$
31 March
2021
000's
$
-
1,925
(4)
41
-
1,264
-
(3,230)
(4)
-
30 September
2021
000's
$
(399)
31 March
2021
000's
$
13,636
-
3,545
-
(8)
-
(165)
-
60
-
(1,724)
-
906
-
(3,354)
-
3,573
-
286
-
69
(4)
41
-
1
-
(3,230)
(4)
-
(4)
-

11

Vortiv Limited

ABN 98 057 335 672

Notes to the Financial Statements For the Half Year Ended 30 September 2021

8 Income Tax Expense

(c) Income tax recognised in other comprehensive income

Capital raising costs
Total income tax relating to components of
other comprehensive income
(d)
Deferred tax assets and liabilites
Trade and other receivables
Trade payables and accrued expenses
Business acquisition costs
Capital raising costs
Employee Entitlements
Right of use assets
Tax losses
Net tax assets
Unrecognised tax assets and liabilities during the year
Unrecognised tax assets at the end of the financial year
9
Trade and Other Receivables
CURRENT
Trade receivables
Security deposits
Other receivables
Total current trade and other receivables
30
September
2021
000's
$
31 March
2021
000's
$
19
26
19
26
30
September
2021
000's
$
31 March
2021
000's
$
-
(2)
2
14
-
-
22
41
-
4
-
-
986
849
1,010
906
1,010
906
1,010
-
30 September
2021
000's
$
31 March
2021
000's
$
13
7
-
41
22
76
35
124

12

Vortiv Limited

ABN 98 057 335 672

Notes to the Financial Statements For the Half Year Ended 30 September 2021

10 Other Financial Assets

(a) Financial assets at fair value through other comprehensive income (FVOCI)

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 31 March 2021.

Details of the independent expert's valuation report were disclosed in note 9 of the group's annual financial statements for the year ended 31 March 2021.

The directors are of the opinion there has been no material change to the investment in the 6-month period and that all assumptions in the valuation remain valid. The directors have resolved to leave the carrying value unchanged.

Reconciliation of movements in 'Level 3' financial instruments

Reconciliation of movements in 'Level 3' financial instruments
Balance at the beginning of the year
Movement in fair value of financial instruments
30 September
2021
000's
$
31 March
2021
000's
$
6,100
5,530
-
570
6,100
6,100

11 Trade and Other Payables

CURRENT
Trade payables
Employee entitlements
30 September
2021
000's
$
211
23
31 March
2021
000's
$
229
34
Return of capital withheld 568 -
Other payables 1 2
803 265

Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances.

13

ABN 98 057 335 672

Vortiv Limited

Notes to the Financial Statements

For the Half Year Ended 30 September 2021

12 Contingencies

In the opinion of the Directors, the Company did not have any contingencies at 30 September 2021 (31 March 2021:None).

13 Events Occurring After the Reporting Date

The financial report was authorised for issue on 29 November 2021 by the board of directors.

No matters or circumstances have arisen since the end of the financial half year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

14 Statutory Information

The registered office and principal place of business of the company is: Vortiv Limited Unit 9, 88 Forrest Street Cottesloe WA 6011

14

ABN 98 057 335 672

Vortiv Limited

Directors' Declaration

The directors of the Company declare that:

  1. The financial statements and notes, as set out on pages 4 to 14 are in accordance with the Corporations Act 2001 , including:

  2. (a) complying with Accounting Standard AASB 134: Interim Financial Reporting; and

  3. (b) give a true and fair view of the Company's financial position as at 30 September 2021 and of its performance for the half-year ended on that date.

  4. In the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

Director .........................................................

Dated 29 November 2021

15

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To the Board of Directors

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

As lead audit partner for the review of the financial statements of Vortiv Limited for the half year ended 30 September 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

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

Yours faithfully

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HALL CHADWICK WA AUDIT PTY LTD CHRIS NICOLOFF CA Chartered Accountants Partner

Dated at Perth this 29[th] day of November 2021

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Independent Auditor’s Review Report

To the Members of Vortiv Limited

Conclusion

We have reviewed the accompanying half-year financial report of Vortiv Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 30 June 2021, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Vortiv Limited and Controlled Entities does not comply with the Corporations Act 2001 including:

  • a. Giving a true and fair view of the Vortiv Limited financial position as at 30 June 2021 and of its performance for the half-year ended on that date; and

  • b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company 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 that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

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Independent Auditor’s Review Report To the Members of Vortiv Limited (Continued)

Responsibility of the Directors for the Financial Report

The directors of the Vortiv Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2021 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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HALL CHADWICK WA AUDIT PTY LTD Chartered Accountants

CHRIS NICOLOFF CA Partner

Dated at Perth this 29[th] day of November 2021