SIMBLE SOLUTIONS LIMITED — Interim / Quarterly Report 2017

Feb 19, 2018

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Simble Solutions Limited and its controlled entities ABN 17 608 419 656

Interim Report - 30 June 2017

Simble Solutions Limited and its controlled entities
Contents
30 June 2017
Directors' report	2
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	11
Independent auditor's review report to the members of Simble Solutions Limited	12

1

Simble Solutions Limited and its controlled entities Directors' report 30 June 2017

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Simble Solutions Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the period ended 30 June 2017.

Directors

The following persons were directors of Simble Solutions Limited during the whole of the financial period and up to the date of this report, unless otherwise stated:

David Lawrence Astill Fadi Geha Phillip Said Shamieh

Principal activities

During the financial period, the principal continuing activities of the Group consisted of building technology applications for businesses and individuals that assist with simplifying operations and scalability.

Review of operations

The revenue of the Company for the half year ending 30 June 2017, was $1,508,049 (2016: $577,158), and the loss before income tax expense was $1,435,764 (2016: $586,990). The 2016 results included the acquisition of entities controlled by Incipient Capital Limited (acquired at 1 July 2016), and the Acresta Sub-Group (acquired at 1 September 2016).

During the six-month period to 30 June 2017, the Company continued the integration of the various entities acquired through the above transactions, including the offshore research and development capability with the Australian team. The growth strategy of the Company continued, as the development of its Energy, Mobility and Business Agility software advanced.

The Company intends to make an Initial Public Offer (‘IPO’) on the Australian Securities Exchange (‘ASX’) in or around December 2017.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the Group during the financial period.

This report is made in accordance with a resolution of directors.

On behalf of the directors

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_________ Fadi Geha Director

6 December 2017 Sydney

2

Simble Solutions Limited and its controlled entities Statement of profit or loss and other comprehensive income For the period ended 30 June 2017

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Note Revenue Revenue 4 Other income 5 Total revenue Cost of sales Gross margin Expenses Marketing Administration Finance costs Loss before income tax expense Income tax expense Loss after income tax expense for the period attributable to the owners of Simble Solutions Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income for the period, net of tax Total comprehensive income for the period attributable to the owners of Simble Solutions Limited Basic earnings per share 10 Diluted earnings per share 10	Consolidated 30 Jun 2017 30 Jun 2016 $ $ 1,160,033 126,369 348,016 450,789	Consolidated 30 Jun 2017 30 Jun 2016 $ $ 1,160,033 126,369 348,016 450,789
	1,508,049 (359,326)	577,158 (258,653)
	1,148,723	318,505
	(62,116) (2,316,548) (205,823)	(281,175) (611,910) (12,410)
	(1,435,764) (265)	(586,990) -
	(1,436,029) 10,776	(586,990) 1,488
	10,776	1,488
	(1,425,253)	(585,502)
	Cents (5.70) (5.70)	Cents (4.09) (4.09)

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

3

Simble Solutions Limited and its controlled entities Statement of financial position As at 30 June 2017

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Note Assets Current assets Cash and cash equivalents Trade and other receivables Loans receivable from related parties Other Total current assets Non-current assets Available-for-sale financial assets 6 Property, plant and equipment Intangibles Deferred tax Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Other financial liabilities 7 Income tax Provisions Loans payable to related parties Deferred revenue Accrued expenses Total current liabilities Non-current liabilities Deferred tax Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Shares to be issued Common control reserve Foreign currency translation reserve Accumulated losses Total equity	Consolidated 30 Jun 2017 31 Dec 2016 $ $ 182,378 275,064 1,052,672 721,858 - 19,691 523,267 693,854 1,758,317 1,710,467 1,695 38,059 68,839 73,075 5,147,264 4,711,483 19,220 19,220 5,237,018 4,841,837 6,995,335 6,552,304 1,582,485 1,181,951 3,334,684 1,880,729 140,027 146,849 309,084 174,738 14,157 - 978,172 942,438 67,408 210,039 6,426,017 4,536,744 235,200 235,200 46,857 74,024 282,057 309,224 6,708,074 4,845,968 287,261 1,706,336 100 100 4,200,000 4,200,000 257,014 250,836 (4,242) (15,018) (4,165,611) (2,729,582) 287,261 1,706,336
	1,758,317
	1,695 68,839 5,147,264 19,220
	5,237,018
	6,995,335
	1,582,485 3,334,684 140,027 309,084 14,157 978,172 67,408
	6,426,017
	235,200 46,857
	282,057
	6,708,074
	287,261
	100 4,200,000 257,014 (4,242) (4,165,611)
	287,261

The above statement of financial position should be read in conjunction with the accompanying notes

4

Simble Solutions Limited and its controlled entities Statement of changes in equity For the period ended 30 June 2017

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Consolidated Balance at 1 January 2016 Loss after income tax expense for the period Other comprehensive income for the period, net of tax Total comprehensive income for the period Balance at 30 June 2016 Consolidated Balance at 1 January 2017 Loss after income tax expense for the period Other comprehensive income for the period, net of tax Total comprehensive income for the period Transactions with owners in their capacity as owners: Common control transaction Balance at 30 June 2017	Issued capital $ 1 - -	Shares to be issued $ - - -	Common control reserve $ - - -	Foreign currency translation reserve $ (1,516) - 1,488	Accumulated losses $ (482,170) (586,990) -	Total deficiency in equity $ (483,685) (586,990) 1,488
	-	-	-	1,488	(586,990)	(585,502)
	1	-	-	(28)	(1,069,160)	(1,069,187)
	Issued capital $ 100 - -	Shares to be issued $ 4,200,000 - -	Common control reserve $ 250,836 - -	Foreign currency translation reserve $ (15,018) - 10,776	Accumulated losses $ (2,729,582) (1,436,029) -	Total equity $ 1,706,336 (1,436,029) 10,776
	- -	- -	- 6,178	10,776 -	(1,436,029) -	(1,425,253) 6,178
	100	4,200,000	257,014	(4,242)	(4,165,611)	287,261

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

5

Simble Solutions Limited and its controlled entities Statement of cash flows For the period ended 30 June 2017

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Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Research and development recovered Interest and other finance costs paid Income taxes paid Net cash from/(used in) operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles Proceeds from disposal of investments Proceeds from release of security deposits Net cash used in investing activities Cash flows from financing activities Proceeds from issue of convertible notes Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial period	Consolidated 30 Jun 2017 30 Jun 2016 $ $ 817,749 4,810 (1,856,318) (430,957) (1,038,569) (426,147) 2,059 - 321,739 450,789 (205,823) (12,410) (7,087) - (927,681) 12,232 (5,255) (772) (747,860) - 62,641 - 54,560 - (635,914) (772) 1,460,133 - 1,460,133 - (103,462) 11,460 275,064 - 10,776 (28) 182,378 11,432
	(1,038,569) 2,059 321,739 (205,823) (7,087)
	(927,681)
	(5,255) (747,860) 62,641 54,560
	(635,914)
	1,460,133
	1,460,133
	(103,462) 275,064 10,776
	182,378

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

6

Simble Solutions Limited and its controlled entities Notes to the financial statements 30 June 2017

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Note 1. General information

The financial statements cover Simble Solutions Limited as a Group consisting of Simble Solutions Limited and the entities it controlled at the end of, or during, the period. The financial statements are presented in Australian dollars, which is Simble Solutions Limited's functional and presentation currency.

Simble Solutions Limited is an unlisted public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 12 6-10 O'Connell Street Sydney NSW 2000

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 6 December 2017.

Note 2. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 30 June 2017 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' as appropriate for forprofit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 31 December 2016.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Going concern

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

The statement of profit or loss and other comprehensive income for the six months ended 30 June 2017 reflects a consolidated Group loss of $1,436,029 and the statement of financial position reflects an excess of current liabilities over current assets of $4,667,700. The statement of cash flows reflects net cash outflows from operations of $927,681.

Included in current liabilities are convertible notes amounting to $3,334,684.

Subsequent to 30 June 2017, the Company raised a further $600,000 by way of convertible notes.

The Group intends to make an Initial Public Offering ('IPO') of shares in around December 2017, and to list its shares on the Australian Securities Exchange.

The Company expects to raise capital of at least $5,000,000 under the IPO. In addition, all the convertible notes will convert to equity on the occurrence of the IPO.

The Directors have reviewed the profit and loss and cash flow budget through to December 2018. The forecast indicates that the Group will operate at or near a net profit before depreciation, tax, depreciation and amortisation during this period.

7

Simble Solutions Limited and its controlled entities Notes to the financial statements 30 June 2017

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Note 2. Significant accounting policies (continued)

If the Group is unable to generate sufficient cash flows from operations and to successfully raise the minimum capital under the IPO, then significant uncertainty would exist as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business.

The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amount nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

Note 3. Operating segments

Identification of reportable operating segments

The Group operates in one segment, based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

As a result, the operating segment information is disclosed in the statement and notes to the financial statements.

Note 4. Revenue

Rendering of services Interest Other revenue Total revenue Note 5. Other income Net gain on disposal of investments Research and development tax offset Total other income	Consolidated 30 Jun 2017 30 Jun 2016 $ $ 1,145,718 126,369 2,059 - 12,256 - 1,160,033 126,369 Consolidated 30 Jun 2017 30 Jun 2016 $ $ 26,277 - 321,739 450,789 348,016 450,789
	348,016

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Simble Solutions Limited and its controlled entities Notes to the financial statements 30 June 2017

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Note 6. Non-current assets - available-for-sale financial assets

Listed shares Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial period are set out below: Opening fair value Additions Disposals Impairment of assets Closing fair value Note 7. Current liabilities - other financial liabilities Convertible notes - at fair value	Consolidated 30 Jun 2017 31 Dec 2016 $ $ 1,695 38,059	Consolidated 30 Jun 2017 31 Dec 2016 $ $ 1,695 38,059
	38,059 - - (36,364)	- 55,875 (8,284) (9,532)
	1,695	38,059
	Consolidated 30 Jun 2017 31 Dec 2016 $ $ 3,334,684 1,880,729

Note 7. Current liabilities - other financial liabilities

Convertible notes - at fair value

During the period, the Company issued convertible notes.

The notes will be converted to shares in the Company or redeemed on 31 December 2017. The notes will be converted to ordinary shares as a result of the occurrence of a liquidity event, being a backdoor listing or initial public offering of the ordinary shares in the capital of the issuer. The convertible notes outstanding as of the balance date carry an interest rate of 14% and are due to mature 31 December 2017. None of the notes were redeemed as of the balance date as the proceeds were being utilised for working capital.

On a liquidity event, each convertible note will be converted at a 20% discount to face value.

Note 8. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial period.

Note 9. Contingent liabilities

The Group has no contingent liabilities at 30 June 2017 and 31 December 2016.

Note 10. Earnings per share

Loss after income tax attributable to the owners of Simble Solutions Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share	Consolidated 30 Jun 2017 30 Jun 2016 $ $ (1,436,029) (586,990)	Consolidated 30 Jun 2017 30 Jun 2016 $ $ (1,436,029) (586,990)
	Number 25,194,302	Number 14,360,752
	25,194,302	14,360,752

9

Simble Solutions Limited and its controlled entities Notes to the financial statements 30 June 2017

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Note 10. Earnings per share (continued)

Basic and diluted earnings per share for the periods ended 30 June 2017 and 30 June 2016 have taken into account the issue of completion shares and the share split that occurred since the year end in accordance with AASB 133 'Earnings per Share'.

No dilution has been included as losses were incurred in the current and previous period.

Note 11. Events after the reporting period

Since the period end, a further $600,000 was raised from the issue of additional convertible notes.

The Group is advanced on plans to raise additional capital to support its business plans by undertaking an Initial Public Offering ('IPO') on the Australian Securities Exchange ('ASX'), which is scheduled to take place in December 2017.

No other matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

10

Simble Solutions Limited and its controlled entities Directors' declaration 30 June 2017

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In the directors' opinion:

• the attached financial statements and notes comply with Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2017 and of its performance for the financial period ended on that date; and

• there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors.

On behalf of the directors

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_________ Fadi Geha Director

6 December 2017 Sydney

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Deloitte Touche Tohmatsu ABN 74 490 121 060

Phone: +61 2 9322 7000 www.deloitte.com.au

Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Independent Auditor’s Review Report to the Members of Simble Solutions Limited

Report on the Half Year Financial Report

We have reviewed the accompanying half-year financial report of Simble Solutions Limited, which comprises the condensed consolidated statement of financial position as at 30 June 2017, the condensed consolidated statement of profit or loss, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, selected explanatory notes and, the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 3 to 11. The consolidated entity comprises the company Simble Solutions Limited and the entities it controlled at the end of the half-year or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the entity are responsible for the preparation and fair presentation of the half-year financial report and have determined that the basis of preparation described in Note 1 is appropriate to meet the financial reporting requirements of the Australian Accounting Standards and is appropriate to meet the needs of the directors. The directors’ responsibility also includes such internal control as the directors determine is necessary for the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

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, anything has come to our attention that causes us to believe that the half-year financial report is not presented fairly, in all material respects, in accordance with the Australian Accounting Standards. As the auditor of Simble Solutions Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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.

Conclusion

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the half-year financial report of Simble Solutions Limited does not present fairly, in all material respects, the consolidated entity’s financial position as at 30 June 2017 and of its financial performance for the half-year ended on that date in accordance with Australian Accounting Standards AASB134 Interim Financial Reporting.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

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Material Uncertainty Related to Going Concern

We draw your attention to Note 2 Going Concern in the financial report which indicates that the consolidated entity incurred a loss after tax of $1,436,029 and had net cash outflows from operating activities of $927,681 during the half year ended 30 June 2017, and had an excess of current liabilities over current assets as at that date of $4,667,700. These conditions, along with other matters as set forth in Note 2 Going Concern, indicate that a material uncertainty exists that may cast significant doubt on the ability of the consolidated entity to continue as a Going Concern. Our conclusion is not modified in respect of this matter.

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DELOITTE TOUCHE TOHMATSU

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Alfred Nehama Partner Chartered Accountants Sydney, 6 December 2017

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