JCURVE SOLUTIONS LTD — Interim / Quarterly Report 2022

Feb 22, 2022

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JCurve Solutions Limited Half Year Report 31 December 2021

JCurve Solutions Limited ABN 63 088 257 729

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JCurve Solutions Limited

Contents	Page
Directors’ Report	3
Auditor’s Independence Declaration	6
Consolidated Statement of Profit or Loss and Other Comprehensive Income	7
Consolidated Statement of Financial Position	8
Consolidated Statement of Changes in Equity	9
Consolidated Statement of Cash Flows	10
Notes to the Financial Statements	11
Directors’ Declaration	20
Independent Auditor’s Review Report	21

The information contained in the half year financial report should be read in conjunction with the Company’s Annual Financial Report for the year ended 30 June 2021.

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JCurve Solutions Limited

DIRECTORS’ REPORT

Your directors present their report on the consolidated entity (referred to hereafter as “Jcurve”) consisting of JCurve Solutions Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2021.

Directors

The names of directors who held office during or since the end of the half-year and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated.

Mark Jobling Non-Executive Chairman Bruce Hatchman Non-Executive Director Graham Baillie Non-Executive Director Martin Green Non-Executive Director David Franks Company Secretary

Principal Activities

During the half year, the principal continuing activities of Jcurve consisted of:

• 1) the sale, implementation and support of Enterprise Resource Planning (ERP) solutions, which consisted of: (i) the Oracle NetSuite mid-market and enterprise editions (in Australia, New Zealand and South East Asia); (ii) the exclusively licensed small business edition of Oracle NetSuite, JCurveERP (in Australia and New Zealand);

• 2) the sale and support of proprietary Telecommunications Expense Management Solutions;

• 3) the continued development of quicta (formerly Riyo), Jcurve’s proprietary owned Service Management Platform including the sale and support of the platform to paying customers; and

• 4) the sale of digital marketing services.

Review of Operations

Summarised financial result and position

The first half of the financial year result saw significant growth across multiple business divisions, culminating in a record half year of sales of $6.7m, a 37% increase on the comparative result from 31 December 2020. The growth was achieved both organically (23%) and from acquisitions in June 2021 and July 2021.

Business expenditure excluding cost of sales, depreciation and amortisation for the half year period ended 31 December 2021 increased by 23% from $4.3m in the corresponding comparative period to $5.3m. This increase in business expenditure was inclusive of $0.25m relating to the recognition of the interim deferred payment payable on the acquisition of Rapid Thailand as an employee benefit expense. The primary driver for the increase in business expenditure was an increase in salaries and wages with head count increasing by 48% over the past six months as the business expands into new markets and solution offerings.

Jcurve recognised a net profit after tax of $118,500 for the half year period ended 31 December 2021 (2020: $129,310 loss).

Net cash inflows from operating activities for the 6-month period ended 31 December 2021 totalled $0.1m (2020 comparative half year period: $0.7m operating cash inflows).

At 31 December 2021, Jcurve held cash reserves of $4.5m. During 1HY2022 Jcurve paid S$300,000 as the completion payment for the business and assets of Rapid e-Suite Thailand. The 1HY2022 cash outflow and increased level of unearned income over the period reflects the seasonality of the Jcurve business and the increased timeline to complete projects as the mix of larger projects sold continues to grow. The record level of unearned income at $4.1m is expected to strongly flow into statutory profit in 2HY2022 as open projects are delivered.

In addition to holding strong cash reserves, Jcurve continues to remain debt free, providing the opportunity for both further organic growth and growth by acquisition in future periods.

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JCurve Solutions Limited

DIRECTORS’ REPORT (continued)

The underlying EBITDA for the half year period ended 31 December 2021 was $1,013,445 (2020: $354,929), which has been determined as follows:

Statutory profit/(loss) after income tax for the half year period Add back: non-cash expenses: Depreciation / amortisation Total non-cash expenses Income tax expense Interest income Finance costs Underlying EBITDA profit for the half year period	Half-year 2021 2020 $ $
	118,500 (129,310)
	544,023 426,442
	544,023 426,442
	298,047 40,672 (2,304) (2,968) 55,178 20,093
	1,013,444 354,929

Underlying EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and represents the profit under AAS adjusted for specific items. The table above summarises key items between the statutory loss after tax and underlying EBITDA. The directors use underlying EBITDA to assess the performance of Jcurve.

Underlying EBITDA has not been subject to any specific review procedures by our auditor but has been extracted from the accompanying auditor reviewed financial report.

Strategic Priorities

Jcurve is focused on achieving the following four strategy priorities.

• (i) Profitably grow Jcurve in Asia Pacific from our existing operations, new product and service lines, as well as through acquisition

We will achieve our strategic priority by focusing on:

• Continuing to win mid-market new customers in Australia;

• Growing our sales team in Singapore and the Philippines;

• Elevating the customer experience delivered to improve our customer retention levels and customer advocacy;

• Growing our Philippines delivery centre of excellence to control our costs as we scale; and

• Continuing to look for business management solution M&A opportunities.

(ii) Rapidly grow our Quicta subscriber numbers and focus on product enhancements

We will achieve our strategic priority by focusing on:

• Releasing Quicta Zero Touch, a version of Quicta that complements the current enterprise solution that has been growing in strength across a range of verticals and companies across multiple countries;

• Further development of the platform with more verticalisation of the solution so we can tackle specific industries;

• Establishing a channel referral network and channel partnerships;

• Increase the integrations with ERP and other point solutions;

• Increased levels of marketing campaigns; and

• Rapidly growing our user numbers.

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JCurve Solutions Limited

(iii) Expand our Business Consulting and Advisory service (Vyzeri).

We will achieve our strategic priority by focusing on:

• Rapidly building business consulting sales and delivery capabilities in Australia, Singapore and the Philippines through recruitment of experienced consulting resources and retraining existing talent; and

• Promoting the importance of digital transformation as businesses recover from the COVID-19 pandemic.

(iv) Markedly increase shareholder value

We will achieve our strategic priority by focusing on:

• Delivering an exponential growth in sales from existing operations;

• Focusing on complementary technology business merger and acquisition opportunities;

• Enhancing our customer experience to be the best in the space; and

• Building investor relations.

Significant changes in the state of affairs

On 9 July 2021, Jcurve purchased the business assets of Rapid E-Suite Pte Ltd’s Thailand operations resulting in the expansion of operations into Thailand, a market which Jcurve has assessed to have significant digital transformation opportunities, opportunities which have been further accelerated by the COVID pandemic.

There were no other significant changes in the state of affairs of Jcurve during the half year ended 31 December 2021.

Auditor’s Independence Declaration

Section 307C of the Corporations Act 2001 requires our auditors, Grant Thornton Audit Pty Ltd, to provide the directors of Jcurve with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on page 6 and forms part of this directors’ report for the half-year ended 31 December 2021.

This report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001 .

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Mark Jobling Chairman Dated 23 February 2022

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Level 17, 383 Kent Street Sydney NSW 2000

Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230

T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of JCurve Solutions Limited

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of JCurve Solutions Limited for the half-year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been:

• a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• b no contraventions of any applicable code of professional conduct in relation to the review.

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Grant Thornton Audit Pty Ltd Chartered Accountants

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P J Woodley Partner – Audit & Assurance

Sydney, 23 February 2022

Grant Thornton Audit Pty Ltd ACN 130 913 594

www.grantthornton.com.au

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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JCurve Solutions Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

FOR THE HALF-YEAR ENDED 31 DECEMBER 2021
Notes Revenue 3 Cost of sales Gross profit Other income 3 Employee benefit expenses Other employee related expenses IT and communications expenses Advertising and marketing expenses Professional fees Occupancy expenses Travel (expenses)/refunds Depreciation and amortisation expenses Finance costs Bad debt (expense)/write back Due diligence costs Other expenses Profit/(loss) before income tax Income tax expense Profit/(loss) after tax for the half year period Other comprehensive income (exchange differences on translation of foreign operations) Total comprehensive profit/(loss) for the half year period Basic earmings/(loss) per share (cents per share) 14 Diluted earnings/(loss) per share (cents per share) 14	Consolidated half-year ($) 2021 2020 6,716,005 4,896,065 (917,122) (627,303) 5,798,883 4,268,762 416,631 335,071 (3,531,497) (2,959,810) (264,223) (244,058) (263,238) (252,391) (138,774) (21,730) (681,191) (484,156) - (89,232) (11,130) 1,300 (544,023) (426,442) (55,178) (20,093) (98,417) 699 - (22,873) (211,296) (173,685)
	416,547 (88,638) (298,047) (40,672)
	118,500 (129,310) (6,939) (55,865)
	111,561 (185,175)
	0.04 (0.04) 0.04 (0.04)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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JCurve Solutions Limited

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021

Notes Assets Current Assets Cash and cash equivalents Trade and other receivables 4 Contract assets 5 Other financial assets 6 Prepayments 7 Total Current Assets Non-Current Assets Property, plant and equipment 8 Right-of-use assets 9 Intangible assets 10 Deferred tax assets Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade and other payables 11 Contract liabilities - unearned income 12 Current tax liability Lease liabilities Provisions Total Current Liabilities Non-Current Liabilities Contract liabilities - unearned income 12 Deferred tax liabilities Lease liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital 13 Reserves Accumulated losses Total Equity	Consolidated ($) 31 Dec 2021 30 June 2021
	4,541,410 5,101,831 1,938,659 1,112,529 2,914,840 1,273,770 244,225 244,595 538,878 235,681
	10,178,012 7,968,406
	186,983 133,942 1,430,264 1,719,227 3,405,958 3,057,735 1,194,823 1,568,848
	6,218,028 6,479,752
	16,396,040 14,448,158
	3,552,911 2,318,443 4,009,984 2,682,868 196,737 502,422 449,076 524,391 555,302 445,877
	8,764,010 6,474,001
	87,655 136,027 1,163,436 1,373,385 1,052,171 1,253,181 119,865 137,138
	2,423,127 2,899,731
	11,187,137 9,373,732
	5,208,903 5,074,426
	17,586,326 17,586,326 1,705,243 1,689,266 (14,082,666) (14,201,166)
	5,208,903 5,074,426

The above consolidated statement of financial position should be read in conjunction with the accompanying notes. The classification of some prior period comparatives have been adjusted in the current period.

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JCurve Solutions Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

Balance as at 1 July 2020 Loss after tax for the half year period Other comprehensive income (exchange differences on translation of foreign operations) Total comprehensive loss for the half year Transactions with owners, recorded directly in equity Share based payment expenses Reclassification of expired options and performance rights Total transactions with owners Balance as at 31 December 2020 Balance as at 1 July 2021 Profit after tax for the half year period Other comprehensive income (exchange differences on translation of foreign operations) Total comprehensive profit for the half year Transactions with owners, recorded directly in equity Share based payment expenses Total transactions with owners Balance as at 31 December 2021	Consolidated ($) Issued Capital Accumulated Losses Reserves Total Equity
	17,588,248 (14,453,815) 1,825,051 4,959,484 - (129,310) - (129,310) - - (55,865) (55,865)
	- (129,310) (55,865) (185,175) - - 5,308 5,308 - 100,394 (100,394) -
	- 100,394 (95,086) 5,308
	17,588,248 (14,482,731) 1,674,100 4,779,617
	Consolidated ($) Issued Capital Accumulated Losses Reserves Total Equity
	17,586,326 (14,201,166) 1,689,266 5,074,426 - 118,500 - 118,500 - - (6,939) (6,939)
	- 118,500 (6,939) 111,561 - - 22,916 22,916
	- - 22,916 22,916
	17,586,326 (14,082,666) 1,705,243 5,208,903

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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JCurve Solutions Limited

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

Notes Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Income tax paid Net interest received Net cash from operating activities Cash flows used in investing activities Purchase of property, plant and equipment Proceeds from the sale of property, plant and equipment Cash paid for the purchase of the the Rapid Thailand business and assets 20 Net cash used in investing activities Cash flows used in financing activities Repayment of principal of leases Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the half-year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the half-year	Consolidated half-year ($) 31 Dec 2021 31 Dec 2020 6,707,755 5,912,743 (6,041,378) (5,011,758) (530,099) (215,684) 1,102 560
	137,380 685,861
	(91,993) (60,661) 2,098 2,200 (298,263) -
	(388,158) (58,461)
	(307,962) (287,066)
	(307,962) (287,066)
	(558,740) 340,334 5,101,831 4,152,349 (1,681) (7,863)
	4,541,410 4,484,820

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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JCurve Solutions Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation of half-year report

The consolidated half year financial statements have been prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134: Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

The half-year report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of Jcurve as in the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2021 and any public announcements made by Jcurve Solutions Limited and its subsidiaries during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

The accounting policies and methods of computation adopted are consistent with those of the previous financial year and corresponding interim reporting period. These accounting policies are consistent with Australian Accounting Standards and International Financial Reporting Standards.

(b) Significant accounting judgments and key estimates

The preparation of interim financial reports requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

Significant judgments made by management in applying Jcurve’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the year ended 30 June 2021. They include:

• (1) Revenue recognition - Identification of performance obligations;

• (2) Revenue recognition - Satisfaction of performance obligations;

• (3) Useful life of intangible assets

• (4) Impairment of intangibles with indefinite useful lives;

• (5) Useful life of the quicta Platform;

• (6) Share-based payment transactions;

• (7) Recovery of deferred tax assets.

(c) New and amended standards adopted by Jcurve

The Directors have reviewed all of the new and revised accounting standards and interpretations issued by the Australian Accounting Standards Board for annual reporting periods beginning or after 1 July 2021. The Directors have concluded that there is no impact, material or otherwise for Jcurve from these new and revised accounting standards and interpretations.

(d) Impact of standards issued but not yet applied by Jcurve

Jcurve will adopt the revised accounting standard, AASB 2020-1 Amendments to Australian Accounting Standards – Classification of liabilities as current or non current from 1 July 2022.

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JCurve Solutions Limited

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 2: SEGMENT REPORTING

(a) Accounting policy

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors and Executive Management Team of JCurve Solutions.

(b) Description of segments

AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about the components of Jcurve that are reviewed by the chief operating decision maker in order to allocate resources to the segment and assess its performance.

Jcurve sells a portfolio of solutions and derives its revenues and profits from a variety of sources.

The Board and Executive Management Team for the year ended 30 June 2021, considered the business from a product perspective and identified five reportable segments:

• ERP – AU: ERP cloud-based Business Management solutions and associated consulting services sold to Australian and New Zealand customers; and

• ERP – Asia: ERP cloud-based Business Management solutions and associated consulting services sold to South East Asian customers;

• TEMS - The development and marketing of Telecommunications Expense Management Solutions (JTEL and Full Circle Group) sold to Australian customers; and

• Riyo – The development and sale of service management and scheduling software

• Dygiq – Providing digital marketing services

All other segments – the development business unit and group/head office are cost centres and are not reportable operating segments. The results of these operations are included in the unallocated column in the segment information below.

Jcurve operates in two geographical segments being Australasia (Australia and New Zealand) along with South East Asia.

Jcurve reports internally on the assets and liabilities of Jcurve on a consolidated basis.

No individual end user customers comprise more than 10% of the Jcurve’s total revenue.

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

(c) Segment information provided to the chief operating decision maker

The segment information provided to the Board and the Executive Management Team for the reportable segments for the six month period ended 31 December 2021 (including the comparative period) is as follows:

Half Year ended 31 December 2021 Total revenue Total cost of sales Gross profit Other income Interest income Finance costs Employee benefit expenses and other employee related expenses Professional fees Depreciation and amortisation expenses All other expenses Total profit/(loss) before tax Income tax expense Total profit/(loss) after tax EBITDA	NetSuite ERP TEMS Quicta JCS Asia Dygiq All other segments Total
	4,315,404 709,279 87,951 1,097,659 505,712 - 6,716,005 (410,432) - (3,272) (220,950) (282,468) - (917,122)
	3,904,972 709,279 84,678 876,710 223,244 - 5,798,883
	- 254,009 777 149,991 9,550 - 414,327 - 2,167 - 137 - - 2,304 - (418) - - - (54,760) (55,178) (1,802,257) (235,579) (322,911) (902,239) (210,868) (321,866) (3,795,720) (44,190) (94,084) (132,547) (160,503) (246) (249,621) (681,191) (12,426) (517) (60,517) (123,693) (37,954) (308,916) (544,023) (298,411) (158,579) (88,743) (61,894) - (115,228) (722,855)
	1,747,688 476,278 (519,263) (221,491) (16,274) (1,050,391) 416,547
	- - - 5,719 - (303,766) (298,047)
	1,747,688 476,278 (519,263) (215,772) (16,274) (1,354,157) 118,500
	1,760,115 475,046 (458,747) (97,936) 21,680 (686,714) 1,013,444

Half Year ended 31 December 2020 Total revenue Total cost of sales Gross profit Other income Interest income Finance costs Employee benefit expenses and other employee related expenses Professional fees Depreciation and amortisation expenses All other expenses Total profit/(loss) before tax Income tax expense Total profit/(loss) after tax EBITDA	NetSuite ERP TEMS Quicta JCS Asia Dygiq All other segments Total
	3,435,058 822,891 47,004 591,112 - - 4,896,065 (491,472) - - (135,831) - - (627,303)
	2,943,586 822,891 47,004 455,281 - - 4,268,762
	- 304,500 659 - - 27,586 332,745 - 2,259 - 67 - - 2,326 - (1,632) - - - (18,461) (20,093) (1,883,411) (186,823) (295,608) (376,267) - (461,760) (3,203,868) (17,543) (67,527) (91,460) (37,845) - (269,781) (484,156) - - - (33,506) - (392,936) (426,442) (417,559) (159,667) (142,617) (179,326) - 341,258 (557,912)
	625,073 714,001 (482,022) (171,596) - (774,094) (88,638)
	- - - - - (40,672) (40,672)
	625,073 714,001 (482,022) (171,596) - (814,766) (129,310)
	625,073 713,374 (482,022) (138,158) - (363,338) 354,929

The presentation of the prior period comparatives have been adjusted in the current period for comparability purposes.

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 3: REVENUE AND OTHER INCOME (*)

NOTE 3: REVENUE AND OTHER INCOME (*)
Enterprise Resource Planning (ERP) solutions – JCurve ERP and NetSuite Quicta solutions Telecommunications expense management solutions Digital marketing services Other Income Interest income Sundry income JobSaver/JobKeeper Subsidy () Gain on bargin purchase (*)	Consolidated ($) 31 Dec 2021 31 Dec 2020
	5,413,063 4,026,170 87,951 47,004 709,279 822,891 505,712 -
	6,716,005 4,896,065
	2,304 2,968 20,541 27,603 250,476 304,500 143,310 -
	416,631 335,071

(*) Reflects revenue in accordance with AASB 15.

(**) $250,476 of government subsidies from the JobSaver Payment were received and recognised during the half year ended 31 December 2021. $304,500 of government subsidies from the JobKeeper Payment were received and recognised during the half year ended 31 December 2020.

(***) Gain from the bargin purchase arose on the purchase of Rapid E-Suite Thailand. Refer to note 20 for further details.

NOTE 4: TRADE AND OTHER RECEIVABLES

NOTE 4: TRADE AND OTHER RECEIVABLES
Current Trade receivables Allowance for expected credit losses Sundry debtors NOTE 5: CONTRACT ASSETS Current Accrued revenue/commissions receivable Deferred expenditure		Consolidated ($) 31 Dec 2021 30 June 2021
		2,000,457 1,135,335 (144,838) (44,779) 83,040 21,973
		1,938,659 1,112,529
		Consolidated ($) 31 Dec 2021 30 June 2021 2,125,263 839,542 789,577 434,228 2,914,840 1,273,770

NOTE 6: OTHER FINANCIAL ASSETS

Current Term deposit Rental Bond	Consolidated ($) 31 Dec 2021 30 June 2021 217,050 217,835 27,175 26,760 244,225 244,595

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 7: PREPAYMENTS

NOTE 7: PREPAYMENTS
Current Prepayments	Consolidated ($) 31 Dec 2021 30 June 2021
	538,878 235,681
	538,878 235,681

NOTE 8: PROPERTY, PLANT AND EQUIPMENT

At 1 July 2021, net of accumulated depreciation Additions Foreign currency revaluation Depreciation At 31 December 2021, net of accumulated depreciation	Plant and Equipment Make Good Assets Total
	105,969 27,973 133,942 91,993 13,086 105,079 (966) - (966) (33,266) (17,806) (51,072)
	163,730 23,253 186,983

NOTE 9: RIGHT-OF-USE-ASSET

NOTE 9: RIGHT-OF-USE-ASSET
At 1 July 2021, net of accumulated depreciation Additions Depreciation At 31 December 2021, net of accumulated depreciation (i)	Buildings Equipment Total
	1,647,443 71,784 1,719,227 1,632 - 1,632 (275,926) (14,669) (290,595)
	1,373,149 57,115 1,430,264

(i) The consolidated entity leases buildings for its offices, under agreements of between one to five years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. Jcurve also leases office equipment under agreements of less than five years.

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 10: INTANGIBLE ASSETS

At 1 July 2021, net of accumulated amortisation and impairment Additions (ii) Amortisation FX revaluation At 31 December 2021, net of accumulated depreciation and impairment	Licences (i) Quicta Platform Goodwill Customer relationships NetSuite customer contracts E-Commerce connector Total
	2,302,857 230,000 232,204 230,760 1,914 60,000 3,057,735 - - - 239,946 292,069 - 532,015 - (60,000) - (61,276) (71,080) (10,000) (202,356) - - 7,249 7,304 4,011 - 18,564
	2,302,857 170,000 239,453 416,734 226,914 50,000 3,405,958

(i) The licenses intangible asset reflects the carrying value of the ERP relationship with Oracle NetSuite. The licenses intangible asset reflects the carrying value of the ERP relationship with Oracle NetSuite.

(ii) On 9 July 2021, JCurve Solutions Asia Pte Ltd, a 100% owned subsidiary of JCurve Solutions Limited, purchased the business assets of Rapid E-Suite Pte Ltd’s Thailand operations, a NetSuite Solution Provider in Thailand. The purchase price was allocated to customer contracts and customer relationships. The customer contracts intangible asset was assessed as having a useful live of 2 years and the customer relationships intangible assets was assessed as having a useful live of 7 years, both of which reflects the period in which the intangible assets are being amortised over on a straight line basis.

NOTE 11: TRADE AND OTHER PAYABLES

Current Trade payables Other payables Accrued expenses NOTE 12: CONTRACT LIABILITIES - UNEARNED INCOME Current Enterprise Resource Planning (ERP) solutions – JCurve ERP and NetSuite (Australasia) (1) Enterprise Resource Planning (ERP) solutions – NetSuite (South East Asia) Telecommunications expense management solutions Quicta solutions Digital marketing services Non Current Enterprise Resource Planning (ERP) solutions – JCurve ERP and NetSuite (Australasia) (1) Quicta solutions Total Contract Liabilities - Unearned Income

Consolidated ($) 31 Dec 2021 30 June 2021 2,063,327 1,268,183 298,011 272,421 1,191,573 777,839 3,552,911 2,318,443 Consolidated ($) 31 Dec 2021 30 June 2021 2,149,205 1,713,301 1,256,063 720,067 365,832 182,066 196,273 67,434 42,611 - 4,009,984 2,682,868 77,578 136,027 10,077 - 87,655 136,027 4,097,639 2,818,895

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 13: ISSUED CAPITAL

Ordinary shares issued and fully paid Unissued shares NOTE 14: EARNINGS/(LOSS) PER SHARE Profit/(loss) used for calculation of basic and diluted earnings per share Basic profit/(loss) from operations Weighted average number of shares used for calculation of basic and diluted EPS Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share)	Consolidated ($) 31 Dec 2021 30 June 2021 17,380,969 17,380,969 205,357 205,357 17,586,326 17,586,326 Consolidated ($) 31 Dec 2021 31 Dec 2020 118,500 (129,310) 118,500 (129,310) Number Number 328,343,446 327,856,900 0.04 (0.04) 0.04 (0.04)

NOTE 15: DIVIDENDS PAID AND PROPOSED

Dividends Paid

A final dividend was not declared or paid for the half year ended 31 December 2021.

Dividends Declared

Jcurve advises at this stage that it does not intend to declare an interim dividend for the financial year ending 30 June 2022 and it will consider reinstating the dividend policy in the future, subject to performance.

NOTE 16: SHARE-BASED PAYMENT PLANS

Shares issued under Equity Incentive Plan

The equity incentive plan was approved by shareholders at the Annual General Meeting held on 19 November 2019. The share based payment expense is recognised in the Statement of Profit or Loss and Other Comprehensive Income evenly over the vesting period.

On 1 February 2022, 3,100,000 of the performance rights which were issued lapsed and were cancelled.

NOTE 17: CONTINGENCIES

(a) Contingent Liabilities

Jcurve does not have any contingent liabilities as at 31 December 2021 which have not been recognised in the Half Year Report.

NOTE 18: RELATED PARTY TRANSACTIONS

Transactions with Subsidary Company Directors

During the half-year ended 31 December 2021, legal fees were paid to Calimag Law Office, a firm run by one of the JCurve Solutions Philippines Inc. Directors, Erinne Ann B. Calimag. The legal fees include a monthly retainer of PHP20,000 per month and other legal work charged on normal commercial terms and conditions. Jcurve was invoiced PHP$220,750 (A$6,149) during the half year for the Philippines companies legal work for the period July 2021 to December 2021.

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JCurve Solutions Limited

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

NOTE 19: GOING CONCERN

Jcurve generated an after tax profit for the period of $118,500 (31 December 2020: $129,310 loss). At the balance date, Jcurve had cash assets of $4,541,410 (30 June 2021: $5,101,831) and a positive working capital position of $1,414,002 (30 June 2021: $1,494,405). The working capital of $1,414,002 includes current contract liabilities – unearned income of $4,009,984 and contract assets of $2,914,840 (30 June 2021: $2,682,868 and $1,112,529).

Whilst the recognition of unearned income and deferred expenditure acknowledges there are future obligations in terms of services to be provided this does not represent a future cash outlay with the payments made upfront from both the customer and to NetSuite being non-refundable and recognised in accordance with the accounting standards. Jcurve has prepared cashflow forecasts based on expected future cash inflows and expected future cash outlays and, on the basis of these cash forecasts, and with reference to the cashflow statement incorporated into these financial statements, in the opinion of the Directors, Jcurve will be able to pay its debts as and when they fall due.

NOTE 20: BUSINESS COMBINATION

(a) Current period

Acquisition of the business and assets of Rapid Thailand – Provisional Accounting

On 9 July 2021, JCurve Solutions Asia Pte Ltd, a 100% owned subsidiary of JCurve Solutions Limited, purchased the business assets of Rapid E-Suite Pte Ltd’s Thailand operations, a NetSuite Solution Provider in Thailand. The purchase price was allocated to customer contracts and customer relationships.

The purchase price is to be paid across an initial completion cash payment of S$250,000 (paid on the 9/7/2021 in cash), a milestone completion cash payment of S$50,000 (paid on the 15/9/2021 in cash), an interim deferred payment in February 2022 and a final deferred payment in August 2022. The deferred payments are based on the level of income generated in the Thailand territory for 12 months immediately after the acquisition date and are capped at a deferred payment of S$500,000. The deferred payments required the vendor to sign a consultancy agreement before the completion date with JCurve Solutions Asia. The Asset Purchase Agreement stipulated that the interim and final deferred payments are subject to a clause of forefeiture should the vendor terminate the consultancy agreement before the end of their twelve month consultancy period.

Due diligence costs in respect of the acquisition totalling $4,967 were included in the Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021. There were no due diligence costs in respect of the acquisition incurred in the six month period ended 31 December 2021.

The assets purchased as part of the acquisition include Rapid E-Suite Pte Ltd’s existing 20 customers in Thailand and the associated business contracts.

The provisionally determined fair values of the assets and liabilities of Rapid E-Suite Thailand acquired as part of the acquisition as at the date of acquisition are as follows:

NetSuite customer contracts Customer relationships Deferred tax liability Fair value of identifiable net assets Gain on bargain purchase Consideration	Fair value at acquisition date (S$) Fair value at acquisition date (A$)
	293,770 292,069 241,344 239,946 (90,969) (90,442)
	444,145 441,573 (144,145) (143,310)
	300,000 298,263

Contingent consideration

The interim and final deferred payments are subject to a clause of forefeiture should the vendor terminate the consultancy agreement before the end of their twelve month consultancy period. In accordance with the requirements of AASB 3 paragraph 55A, the deferred payment is remuneration and is included in the employee benefits expense line item in the Statement of Comprehensive income. The deferred payment is expected to be paid in full and is being recognised evenly across the 12 month consultancy period to match the consultancy payments which are being made. Accordingly, for the six months ended 31 December 2021, an employee benefits expense of $250,000 was recognised in the Statement of Comprehensive Income.

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JCurve Solutions Limited

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

As a consequence of recognising the deferred payment as an employee benefits expense in the Statement of Comprehensive Income, a gain on bargain purchase of $143,310 was recognised as other income in the Statement of Comprehensive Income, reflecting the excess value of the fair value of assets acquired compared to the purchase price.

Net cash outflow arising on acquisition

The cash outflow on acquisition was $298,263 (S$300,000) with a further deferred payments to be paid in February 2022 and August 2022 based on the performance factor and continuing service as a consultant as outlined above.

The acquisition of Rapid Thailand affected the period ended 31 December consolidated result as follows:

Revenue Cost of sales Gross profit Other income Operating expenses Profit/(loss) before income tax	31 December 2021 $
	275,367 (26,864)
	248,503 6,083 (211,127)
	43,459

For the period to 31 December 2021 the acquisition of Rapid Thailand contributed sales $741,620 with the majority of sales relating to projects which remained in progress and yet to met their performance obligation as at 31 December 2021, with the sales recorded in unearned income – contract liability as at 31 December 2021.

Jcurve has not disclosed the revenue or profit or loss as though the acquisition date for business combination occurred at the start of the financial year as such disclosure would not be reliable with the acquired entities financial statements being unaudited.

The useful life of the NetSuite customer contracts intangible asset was assessed as 2 years, with the intangible asset being amortised from 9 July 2021 on a straight line basis over the 2 year period.

The useful life of the customer relationships intangible asset was assessed as 7 years, with the intangible asset being amortised from 9 July 2021 on a straight line basis over the 7 year period.

(b) Prior period

Acquisition of the business and assets of Creative Quest

On 4 June 2021, JCurve Solutions Philippines Inc., a 100% owned subsidiary of the Group purchased the business assets of Creative Quest Events and Marketing Services (Creative Quest), a full-service digital marketing agency domiciled in Philippines.

Details of this business combination were disclosed in note 27 of Jcurve’s Annual Financial Report for the year ended 30 June 2021.

NOTE 21: SUBSEQUENT EVENTS

On 1 February 2022, 3,100,000 of the performance rights lapsed and were cancelled.

No other matters or circumstances have arisen since 31 December 2021 that significantly affect, or may significantly affect:

• (a) Jcurve’s operations in future financial years, or

• (b) the results of those operations in future financial years, or

• (c) Jcurve’s state of affairs in future financial years.

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JCurve Solutions Limited

DIRECTORS’ DECLARATION

The directors of JCurve Solutions Limited declare that:

1. The financial statements and notes set out on pages 7 to 19 are in accordance with the Corporations Act 2001 and:

2. a. Comply with Accounting Standards and AASB 134 Interim Financial Reporting; and

3. b. give a true and fair view of the consolidated entity’s financial position as at 31 December 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 JCurve Solutions Limited 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.

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Mark Jobling Chairman Dated 23 February 2022

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Level 17, 383 Kent Street Sydney NSW 2000

Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230

T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au

Independent Auditor’s Review Report

To the Members of JCurve Solutions Limited

Report on the review of the half-year financial report

Conclusion

We have reviewed the accompanying half-year financial report of JCurve Solutions Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2021, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half year ended on that date, a description of accounting policies, 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 accompanying half-year financial report of JCurve Solutions Limited does not comply with the Corporations Act 2001 including:

(a) giving a true and fair view of JCurve Solution Limited’s financial position as at 31 December 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 the 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 Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) 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.

Directors’ responsibility for the half-year financial report

The Directors of the Company 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 internal 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.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, 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 Group’s financial position as at 31 December 2021 and its performance for the halfyear 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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Grant Thornton Audit Pty Ltd Chartered Accountants

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P J Woodley Partner – Audit & Assurance Sydney, 23 February 2022

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