As filed with the Securities
and Exchange Commission on January 12, 2026
Registration
No. 333-291410
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2 to
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Braiin
Limited
(Exact
Name of Registrant as Specified in its Charter)
| Australia |
|
6770 |
|
98-1850021 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
283
Rokeby Road
Subiaco,
Western Australia 6008
+61
412 474 180
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
+1
800-221-0102
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Michael
J. Blankenship, Esq.
Beniamin
D. Smolij, Esq.
Winston
& Strawn LLP
800
Capitol Street, Suite 2400
Houston,
TX 77002
Telephone:
(713) 651-2600
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission acting pursuant to said section 8(a), may determine.
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012. |
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated JANUARY 12, 2026
PRELIMINARY
PROSPECTUS
68,696,076
Ordinary Shares
Braiin
Limited
Ordinary
Shares
This
prospectus relates to the registration of the resale of up to 68,696,076 ordinary shares (the “ordinary shares”) by our shareholders
identified in this prospectus (the “Registered Shareholders”). Unlike an initial public offering, the resale by the Registered
Shareholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not,
elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders
utilize a broker-dealer in the sale of the ordinary shares being offered by this prospectus on the Nasdaq Global Market (the “Primary
Exchange”), such broker-dealer may receive commissions in the form of discounts, concessions, or commissions which may be in excess
of those customary in the types of transactions involved. See “Plan of Distribution.” If the Registered Shareholders
choose to sell their ordinary shares, we will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders.
No
public market for our ordinary shares currently exists, and our ordinary shares have a limited history of trading in private transactions.
Recent purchase prices of our ordinary shares in private transactions may have little or no relation to the opening public price
of our ordinary shares on the Primary Exchange or the subsequent trading price of our ordinary shares on the Primary
Exchange. We have sold ordinary shares in private transactions for a price of $40.68 per share. See “Sale Price History of Our
Capital Stock” below. Further, the listing of our ordinary shares on the Primary Exchange, without a firm-commitment underwritten
offering, is a novel method for commencing public trading in ordinary shares, and consequently, the trading volume and price of ordinary
shares may be more volatile than if ordinary shares were initially listed in connection with an initial public offering underwritten
on a firm-commitment basis.
On
the day that our ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing,
pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on
the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only”
period, is disseminated, along with other indicative imbalance information, to market participants by the Primary Exchange on its NOII
and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Maxim Group
LLC (the “Advisor” or “Maxim”), in its capacity as our financial advisor, must notify the Primary Exchange that
our shares are “ready to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready to
trade, the Primary Exchange will confirm the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange
rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed
at such price and regular trading of our ordinary shares on the Primary Exchange will commence, subject to the Primary Exchange conducting
validation checks in accordance with the Primary Exchange rules. Under the Primary Exchange rules, the “Current Reference Price”
means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price
at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders
to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under
(ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our ordinary
shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined
by the Primary Exchange in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price
exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation
provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. The Registered Shareholders
will not be involved in the Primary Exchange’s price-setting mechanism, including any decision to delay or proceed with trading,
nor will they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our ordinary
shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and
price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume
will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For
more information, see “Plan of Distribution.”
We are considered a “controlled company”
within the meaning of the Primary Exchange’s corporate governance rules because Mr. Balasubramanian, our Founder and Chief Executive
Officer, controls approximately 61% of our combined voting power. As a result of Mr. Balasubramanian’s voting control, Mr. Balasubramanian
will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of
directors, mergers and acquisitions, payment of dividends and other matters of corporate or management policy. As a controlled
company, we are permitted to elect not to comply with certain corporate governance requirements of the Primary Exchange, including the
requirements that our board of directors be comprised of a majority of independent directors and that we establish fully independent
compensation and nominating and corporate governance committees. While we qualify for these exemptions, we do not currently intend to
rely on any exemptions. Accordingly, although we are a controlled company, we believe our governance structure will provide shareholders
with meaningful independent oversight while allowing us to retain the stability and long-term vision associated with founder leadership.
We expect to remain a controlled company until
Mr. Balasubramanian no longer controls more than 50% of our combined voting power.
We
have applied to list our ordinary shares on the Primary Exchange under the symbol “BRAI.” We expect our ordinary shares to
begin trading on the Primary Exchange on or about , 2026.
We
are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with
reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging
growth company.
Investing
in our ordinary shares involves risks. See the “Risk Factors” section beginning on page 26 for risks you should consider
before investing in our ordinary shares.
Neither
the Securities and Exchange Commission nor any state securities commission has approved, or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus
dated January 12, 2026
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities
and Exchange Commission (the “SEC”). Neither we nor any of the Registered Shareholders have authorized anyone to provide
any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses
we have prepared. Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, shares
of their ordinary shares only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary
shares. Our business, financial condition, results of operations and prospects may have changed since such date.
Through
and including February [__], 2026 (approximately the 25th day after the listing date of our ordinary shares), all dealers
effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.
For
investors outside the United States: Neither we nor any of the Registered Shareholders have done anything that would permit the use of
or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose
is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform
themselves about, and observe any restrictions relating to, the offering of the shares of our ordinary shares by the Registered Shareholders
and the distribution of this prospectus outside the United States.
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”),
using a “shelf” registration or continuous offering process. Under this process, the Registered Shareholders may, from time
to time, sell the ordinary shares covered by this prospectus in the manner described in the section titled “Plan of Distribution.”
Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus,
including the section titled “Plan of Distribution”. You may obtain this information without charge by following the
instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this
prospectus and any prospectus supplement before deciding to invest in our ordinary shares.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”
PROSPECTUS
SUMMARY
This
summary highlights select information contained elsewhere in this prospectus and does not contain all the information you should consider
before making an investment decision. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,”
“Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and our financial statements and the accompanying notes included elsewhere in this prospectus before
making an investment decision. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to outstanding shares and all references to “we,” “us,” “our,” the “Company,” “Braiin”
and similar terms refer to Braiin Limited.
Company
Overview
Braiin
Limited is an Australian technology company leveraging proprietary intellectual property and patented artificial intelligence/machine
learning (“AI/ML”) technologies to deliver actionable insights across high-growth verticals: Agriculture, Property Technology,
and Customer Experience as a Service (“CXaaS”). Our platforms are designed to address inefficiencies and drive data-backed
decision-making across traditionally analog sectors. Our first commercial focus is on the agriculture technology sector, where
we have successfully deployed our AI-powered solutions across multiple implementations.
As of the date of this prospectus, the Company has executed long-term contracts for its AI/ML-powered robotic services
amounting to approximately US$35.93 million over a five-year term and has also entered into non-binding Memoranda of Understanding (“MoUs”)
representing an additional US$111.98 million in potential contract value. These agreements relate to autonomous spraying, precision agriculture,
and UAV-based analytics services. Deployment, integration, and customer onboarding for these agreements is underway. The Company began
generating initial revenue in Q4 of calendar year 2025, following the commencement of deployment and customer onboarding under its long-term
commercial agreements. The Company expects revenue to further scale up from Q1 of calendar year 2026.
1.
Our AI Enabled AgTech Platform
Our
AgTech platform uses autonomous aerial robots, AI/ML-based analytics, and internet of things (“IoT”) integration to
provide real-time insights into crop health, irrigation, soil conditions, pest detection, yield prediction, and weather risk management.
Braiin was the first company in the world to be certified by a national aviation authority to operate fully autonomous aerial drones
for crop spraying. These robots are capable of generating multispectral maps and executing precision spraying, significantly reducing
chemical use and increasing efficiency.
AI
Dashboard and Insights
Our
AI-powered dashboard integrates satellite and drone imagery, IoT sensors, and predictive models to offer actionable insights in real-time.
Users can visualize vegetation health, pest risks, irrigation needs, and expected yield via a unified platform. Technologies like EfficientNet,
ResNet-50, YOLOv8, and LSTM are used for image recognition, anomaly detection, weather forecasting, and yield prediction. Farmers receive
real-time alerts and intelligent recommendations.
ERP
and Smart Farm Automation
Braiin’s
enterprise resource platform (“ERP”) system provides end-to-end farm management, from inventory and financial tracking to
crop scheduling and weather risk mitigation. Drones and AI models continuously collect and learn from new data, enabling automated and
optimized responses for resource allocation, crop spraying, and harvesting. This system supports sustainability by minimizing pesticide
usage and maximizing resource efficiency.
Market Opportunity
The
agriculture technology sector presents the largest near-term opportunity for Braiin. With the global AgTech market expected to
reach $74 billion by 20341, precision farming solutions are in high demand. The integration of AI, aerial robotics,
and IoT represents a major leap forward for global food production and sustainability efforts.
Platform
Architecture and Technology Stack
The
core technology stack includes AI/ML frameworks like TensorFlow and PyTorch, spectral imaging with OpenCV and Google Earth Engine, and
cloud solutions such as AWS SageMaker. IoT integration is enabled via AWS Greengrass and Apache Kafka for real-time analytics and edge
computing capabilities.
1
Exploding Topics. (n.d.). AgTech Market: Growth, Trends & Forecast. Retrieved from https://explodingtopics.com/blog/agtech-market.
Expanded
Detail:
Agriculture
Technology Sector:
One
of our flagship offerings is our Autonomous Aerial Robots, equipped with advanced sensors, cameras, and AI/ML capabilities. We believe
these robots have the potential to revolutionize agriculture by providing real-time insights into crop health, soil conditions, and other
variables, which assists with optimizing farming practices, reducing resource wastage, and maximizing yields. Braiin was the first company
in the world to be certified by a country to operate fully Autonomous Aerial Robots for crop spraying.
In
the agriculture technology sector, our Autonomous Aerial Robots collect data on crop health and soil conditions, enabling farmers
to make data-driven decisions. The maps captured from Braiin’s Autonomous Aerial Robots are used for analysis and monitoring of
crop harvests. The Autonomous Aerial Robots can produce both two-dimensional and three-dimensional maps using data from hyper spectral,
multispectral light detecting and ranging or thermal sensors. By employing AI/ML algorithms, these robots offer actionable recommendations
for irrigation, fertilization, and pest management, with the goal of providing increased productivity and reduced environmental impact.
The
Autonomous Aerial Robots are capable of scanning an entire plantation for plant health, seven to ten days before human eyes can identify
any hydration, insect or herbicide issues. This information can be used to determine how to reallocate plant treatment and when to pick
crops, which subsequently increases yields.
The
data collected from our Autonomous Aerial Robots can also be used to pre-plan estate development. The Autonomous Aerial Robots can scan
drainage elevation across a plantation, which can then be used to optimize irrigation, drainage and determine whether any topography
changes are needed and determine where to put the next field.
Plant
and Land Health Scanning Map
Our
Autonomous Aerial Drones are used for more than just collecting data. We also provide customized Autonomous Aerial Drones for crop spraying
that can cover 2-3 hectares per hour and carry 50 kilograms of chemicals. The Autonomous Aerial Drones have the capability to spray crops
based on some or all insights provided in our ERP (described further below). By utilizing the Autonomous Aerial Drones, crops can be
sprayed at up to 15 times the speed of humans while using less chemicals, which has the potential to save both time and money. We believe
that using the Autonomous Aerial Drone for spraying is also safer than using human labor to spray crops and limits pesticide exposure
risk to humans.
Autonomous
Aerial Drones Spraying Crops
While
we recognize the potential of AI/ML across the various sectors in which we operate, we also acknowledge the need for a balanced approach
to address our customers’ diverse needs and requirements. For example, we offer a comprehensive ERP platform that offers quality
control services, production and post-production planning services, and inventory, sales and analytic services that is currently tailored
for the agriculture technology sector but has the potential to be expanded for use across other industries. By integrating processes
such as inventory management, sales, and financial reporting, we believe our ERP platform enables farmers and agribusinesses to manage
their farming operations, supply chains, and financial transactions efficiently in a single platform, thereby enhancing productivity,
reducing errors, and improving decision-making capabilities.
The
single-user friendly dashboard can enable a user to easily make decisions based on our technology’s actionable insights. For example,
our Autonomous Aerial Drones may alert one of our users of a specific weather pattern resulting in abnormally high rainfall amounts,
resulting in a certain portion of the user’s farm receiving more water than is typical. This insight could be displayed on the
ERP platform, allowing the user to make adjustments to react to the data, such as adjustments to reduce the amount of water being used
in irrigation. These types of insights help farmers identify and act on decisions, increasing productivity and reducing negative environmental
impacts through lowering pesticide or water usage, for example. Each Autonomous Aerial Drone incorporates AI/ML by running continually
and adding to the dataset available to our users and further improving the quality of the actionable intelligence and reporting.
Industry
Overview and Market Opportunity
We
believe that we operate at the forefront of technology, targeting a range of industries, including agriculture, finance, insurance, and
telecommunications among others. With our innovative solutions and commitment to excellence, we believe that we are poised to seize market
opportunities and establish ourselves as leaders in the technology industry.
Drone
services market size by industry ($ billions)
Agriculture
Technology Sector
The
agriculture technology sector (“AgTech”) represents the largest market opportunity for Braiin. As the global population
is expected to reach 9.7 billion by 2050, there is mounting pressure to increase food production while minimizing environmental impact.
We expect that the integration of agricultural technology solutions that integrate IoT and aerial robotics, among other technologies,
will play a crucial role in addressing these challenges. According to market research, the global AgTech market is currently worth
approximately $26.27 billion and is expected to reach $74 billion by 2034, growing at a CAGR of 12.2%.2
The
total addressable market for AgTech solutions like IoT and aerial robotics in crop spraying is substantial. According to market research,
the global smart agriculture market size is projected to grow from $15.7 billion in 2025 to $23.38 billion by 2029,
with a CAGR of 10.2% during the forecast period.3 This growth is primarily driven by the increasing adoption
of precision farming techniques and the need for sustainable agricultural practices.
Within
the smart agriculture market, the IoT segment is expected to experience significant growth. The integration of IoT devices in agriculture
enables farmers to monitor and control various aspects of their operations remotely. IoT sensors can collect data on soil moisture, temperature,
humidity, and other environmental factors, providing farmers with valuable insights for informed decision-making. The global market for
IoT in agriculture is estimated to reach $15.95 billion by 2025, with a CAGR of 14.32% and $31.08 billion by 2030.4
In
addition to IoT, aerial robotics for crop spraying also has a substantial global market. While traditional crop spraying methods often
involve the indiscriminate use of chemicals, resulting in wastage and potential harm to the environment, our Autonomous Aerial Robots
have the potential to revolutionize crop spraying processes. These Autonomous Aerial Robots can precisely apply pesticides and fertilizers,
minimizing chemical wastage and reducing the environmental impact. This technology not only enhances the effectiveness of crop protection
but also promotes sustainable farming practices. The market for agricultural drones, which includes aerial robots used for crop spraying,
is projected to grow from $6.10 billion in 2024 to $23.78 billion by 2032, with a CAGR of 18.5% during the forecast period.5
2
Exploding Topics. (n.d.). AgTech Market: Growth, Trends & Forecast. Retrieved from https://explodingtopics.com/blog/agtech-market.
3
MarketsandMarkets. (2024). Smart Agriculture Market by Precision Farming, Livestock Monitoring, Precision Aquaculture, On-Cloud,
On-Premises, System Integration & Consulting, Harvesting Management, HVAC Management and Water and Fertilizer Management –
Global Forecast to 2029. Retrieved from https://www.marketsandmarkets.com/Market-Reports/smart-agriculture-market-239736790.html.
4
360iResearch. (2025). Agriculture IoT Market by Application, Component, Technology, Farm Type, Connectivity – Global Forecast
2025–2030. Retrieved from https://www.360iresearch.com/library/intelligence/agriculture-iot
5
Fortune Business Insights. (2025). Agriculture Drone Market Size, Share & Industry Analysis, By Offering, Components, Payload
Capacity, Application, and Regional Forecast, 2024–2032. Retrieved from https://www.fortunebusinessinsights.com/agriculture-drones-market-102589.
Braiin’s
AgTech platform is built from the ground up using proprietary AI/ML models, integrating aerial robotics, edge IoT sensors, and
a full-service ERP. Unlike standalone drone or sensor vendors, Braiin unifies data collection, real-time processing, and predictive analytics
into one seamless decision-making system for farmers.
Our
AI models power disease detection, irrigation optimization, fertilization recommendation, and yield forecasting. The platform continuously
learns from incoming sensor and image data, fine-tuning recommendations and increasing operational efficiency. These tools directly impact
farmer profitability, sustainability, and risk management.
2.
AI Enabled Customer Experience and Employee Experience Sector
Braiin
currently owns a patent on a Semi-supervised question answering machine (Patent number #10650818), which Braiin believes has significant
applicability is the CXaaS industry. See “Intellectual Property” below. Through the acquisition of VIS Private Networks Limited
(“VIS Networks”) (as described below), Braiin will significantly expanding our capabilities in the CX and EX as a
Service sector. VIS Networks is a global provider of unified communications, contact center solutions, video conferencing, audio-visual
systems, and AI-powered customer engagement tools, with operations across Singapore, Malaysia, the United Kingdom, Oman, and other jurisdictions.
Our
CXaaS platform is an AI-powered, end-to-end solution designed to transform how enterprises engage with customers and manage internal
teams. By integrating cloud-based CRM, workforce management, and contact center technologies, our platform delivers a unified, intelligent
customer engagement experience.
Through
advanced analytics, speech recognition, sentiment analysis, call routing, and real-time behavioral insights, the platform captures every
customer and agent interaction to generate predictive insights and next-best-action recommendations. These tools empower frontline teams
to personalize experiences, resolve issues faster, and improve customer satisfaction and retention.
Our
proprietary AI/ML engines continuously learn from interactions, enhancing operational intelligence through behavioral analytics at the
individual, team, and enterprise levels. This learning capability enables rapid adaptation to changing customer demands while driving
efficiency across all service touchpoints. VIS’s advanced capabilities include:
| ● | AI-driven
speech analytics and intelligent call routing. |
| ● | Secure,
scalable CX platforms supporting high-volume enterprise environments. |
| ● | Cloud-native
integration across multiple customer interaction channels. |
| ● | End-to-end
consulting and system design for large-scale CX transformation programs. |
Through
VIS Networks and our proprietary AI frameworks, we deliver comprehensive contact center management solutions via a consulting-led approach
that provides clients with deep insights into their operational challenges and actionable recommendations for improvement.
With
this combination of VIS Networks’ global scale and Braiin’s proprietary AI/ML capabilities, our CXaaS platform is
positioned to deliver a complete, integrated, and future-ready solution that spans:
| ● | CX
Design & Consulting — Understanding what customers and employees want, then
designing connected journeys supported by the right people, processes, and technology. |
| ● | CX
Products & Platforms — A comprehensive suite of products and platforms delivering
highly connected experiences in an agile and cost-effective way. |
| ● | CX
Services & Digital — Orchestrating CX operations across applications, infrastructure,
and network domains, wrapped in digital-first, microservices-based architectures. |
| ● | CX
Cloud — Pre-built integrations with leading contact center and CX solutions to
simplify and de-risk cloud adoption without sacrificing performance or control. |
| ● | Analytics,
Automation & AI — Leveraging analytics and automation to enhance CX and EX
in real time across all channels. |
This
unified approach allows us to deliver scalable, cloud-native tools that are customizable, agile, and deeply embedded in our clients’
business workflows — providing measurable return on investment, stronger customer retention, and increased enterprise agility.
OUR
SOLUTION
Customer
Experience as a Service Sector
System
integration as a cloud service is a relatively new market opportunity to combine professional services-based software development
with cloud-based service delivery as well as provide unified user and application management and business insights as high-margin
value added services. While system integration as a cloud service is generic and applicable to multiple business processes, it is particularly
attractive in the customer engagement and agent experience management market where customer relationship management and contact center
solutions are provided by different software service vendors thus necessitating integration and customization of these applications
to suit the business needs of the enterprise.
With
the signing of a binding term sheet to acquire VIS Private Networks Limited — an acquisition that will complete upon effectiveness
of a Registration Statement with the SEC — we are expanding our capabilities in the CX and EX as a Service sector. Through
this acquisition and our proprietary technologies, we are well-positioned to deliver comprehensive contact
center management solutions via a consulting-led framework that provides clients with detailed insights into their existing challenges
and actionable recommendations for improvement. With the growth trajectory in the similar space, we plan to expand into other related
areas of marketing technology, automation and customer relationship management, which creates a significant opportunity to scale. The
below tables depict the total addressable market for the customer experience space and way to expand further.
3.
AI-Enabled Property Technology Platform
Utility
Connections, Comparison and Billing Infrastructure
With
the signing of a binding share sale agreement to acquire Connect Simple — an acquisition that will complete upon effectiveness
of a Registration Statement with the SEC — we are expanding our capabilities in the Property Technology Sector. Our
property technology (“PropTech”) division is focused on simplifying residential service delivery and billing through an AI-powered,
white-labelled platform. This platform serves as a digital infrastructure layer for utility connections, bill comparison, and ongoing
household expense management, with applications across rental, ownership, and agency-managed properties.
Using
AI-trained assistants and proprietary application programming interface (“APIs”), the platform automates the process of connecting
essential services (electricity, gas, broadband, insurance, and more) at the point of property transaction, such as leasing, purchasing,
or moving. Customers interact through a unified portal that facilitates connections and enables ongoing bill tracking and payments. AI
also personalizes the customer journey, offering hyper-relevant product suggestions, optimized based on usage and household
composition.
Key
technologies include:
| |
● |
Real-time
API integrations with service providers for automated switching and provisioning. |
| |
● |
AI-driven
lead routing and call center support, informed by 15+ years of behavioral insights. |
| |
● |
Digital
assistant interface that enables non-technical users to manage multiple services in one place. |
| |
● |
Secure
payment infrastructure, supported by a regulated digital wallet partner, enabling card issuance, transaction analytics, and bill
smoothing. |
The
PropTech platform acts as the connective tissue between property movements and downstream services. By embedding into tenancy applications,
bond deposit processes, or conveyancing platforms, it captures high-intent customers at the ideal moment and converts them into recurring
bill management users.
Customer
platform can support:
| |
● |
Household
energy usage. |
| |
● |
Home
warranty and protection add-ons. |
| |
● |
SME
(small business) product lines for landlord and commercial property services. |
As
a high-cash-flow, data-rich business, the PropTech unit complements our broader AI strategy and contributes to long-term revenue resilience
through repeat billing, embedded finance, and cross-selling opportunities for home services and devices (e.g security, cameras, doorbells,
smart devices).
OCR-Powered
Bill Comparison Engine
Bill
Comparison platform includes proprietary Optical Character Recognition (“OCR”) technology that automatically scans uploaded
utility bills, extracting key data such as usage, supply charges, tariff structures, and billing periods. This data is then matched in
real time against a curated panel of service providers. By analyzing cost structures and plan suitability, the system identifies
and recommends better-value options tailored to each customer’s profile. This AI-enhanced process simplifies switching, ensures
customers remain on competitive rates, and eliminates manual data entry, delivering both savings and convenience.
Energy
and Home Insurance Sectors
The
Company’s core platform is designed to engage high-intent consumers at key transition moments, particularly when moving home and
to capitalize on recurring service needs across the energy and home insurance sectors. These two verticals represent foundational
pillars in the household services ecosystem, offering strong revenue predictability and natural alignment with the Company’s embedded
referral model.
United
Kingdom
The
UK energy sector is one of the most active switching environments globally, with over 1 million electricity customers changing providers
annually. Regulatory mandates for price transparency and consumer protections have led to a fragmented but competitive retail energy
landscape. New challenger brands are winning share, creating demand for comparison engines that offer clarity and trust. Our ability
to plug directly into tenancy and mover data streams allows the business to reach customers at their moment of need — resulting
in high conversion, low churn, and low acquisition cost.
United
States
Energy
market deregulation across key states like Texas, New York, and Ohio opens up an addressable market of over 20 million households.6
While energy switching rates vary by region, the combination of rising energy prices, climate-focused product innovation, and policy-driven
customer empowerment is fueling demand for comparison and concierge switching services. The US strategy involves operating in
deregulated states. The Company’s AI agent and API stack allows for rapid onboarding of partners and customers alike.
Australia
& New Zealand
In
Australia and New Zealand, we believe utility switching is increasingly digital, with growing consumer interest in comparing energy
and telco plans. We already operate with over 50 integrated real estate and property platforms in this region. This B2B2C model has proven
efficient in reaching moving customers and delivering a high return per referral through commission-based revenue models. The platform’s
success here serves as a blueprint for replication in larger markets.
6
U.S. Energy Information Administration. (n.d.). Texas - State Energy Profile Overview., from https://www.eia.gov/electricity/state/Texas/
and U.S. Energy Information Administration. (2024). Electric Power Annual, from https://www.eia.gov/electricity/annual/pdf/epa.pdf
United
Kingdom: The UK home insurance market shows high product penetration7 but suffers from customer fatigue due to policy
complexity and inconsistent claims experiences.8 By embedding curated insurance options within the onboarding and bill
management workflows, the platform delivers simplicity, speed, and better alignment with customer needs. This approach can drive incremental
revenue while maintaining low acquisition cost through digital automation.
United
States: With a fragmented insurance landscape and a rise in direct-to-consumer models, the US market is ripe for disruption.9
Renters in particular remain underserved — creating a clear opportunity to offer bundled insurance options at the point of utility
or broadband activation.10 Our unified service experience positions it to introduce embedded insurance into the user
journey, increasing wallet share and deepening engagement.
Australia
& New Zealand: The Australia and New Zealand operation has secured exclusive distribution relationships with innovative underwriters,
allowing the Company to offer unique insurance propositions within our tenancy and property ecosystem. These offers are built
into real estate and finance partner journeys, with referral flows built directly into CRMs and lease platforms. The rollout of contents
insurance, landlord protection, and home warranty products has already begun, delivering a new recurring revenue layer.
Strategic
Alignment: The integration of energy and home insurance within a single customer platform enhances both customer experience and business
performance. These services are not only essential — they are expected. By embedding them into the property journey via CRM integrations,
referral APIs, and AI-powered bill management tools, Connect Simple (as defined below) becomes the default hub for setting up and managing
the home. As product verticals mature, cross-sell opportunities will further increase customer lifetime value and partner monetization.
By
the end of 2023, North America’s installed base of smart electricity meters had reached nearly 146 million units, with penetration
surpassing 80%. Forecasts anticipate continued growth, with both installed units and penetration climbing towards the low- to mid-90s
by the end of the decade.11
7
MarkWide Research. (n.d.). UK Home Insurance Market., from https://markwideresearch.com/uk-home-insurance-market.
8
Financial Conduct Authority. (2025, July 22). Home and travel claims handling arrangements: good practice and areas for improvement.
Retrieved from https://www.fca.org.uk/publications/good-and-poor-practice/home-travel-claims-handling-arrangement.
9
William Blair Equity Research. (2025). Insurance Distribution: Expanding Opportunities and Evolving Business Models. Retrieved
from https://www.williamblair.com/-/media/downloads/eqr/2025/williamblair-insurance-distribution-expanding-opportunities-and-evolving-business-models.pdf
10
Assurant. (n.d.). Renters Affinity Market Opportunity [Infographic]. Retrieved August 27, 2025, from https://www.assurant.com/documents/assurant/multifamily-housing-docs/renters-affinity-market-opportunity-infographic.pdf
11
Spencer Jones, J. (2024, June 11). Smart meter penetration surpasses 80% in North America. Smart Energy International. Retrieved
from https://www.smart-energy.com/industry-sectors/smart-meters/smart-meter-penetration-surpasses-80-in-north-america.
Projections
indicate that the global smart meter market will grow from around 1.06 billion in 2023 to over 1.75 billion by 2030, driven
by an approximate 6% CAGR.12
These
sectors present significant opportunities for growth, driven by recurring customer needs and the increasing demand for streamlined digital
solutions. By embedding essential services into the customer journey — particularly during high-intent moments like moving —
we provide meaningful value to both end users and strategic partners. With strong foundations already in place and scalable infrastructure,
we are well-positioned to expand our impact, enhance customer retention, and increase the long-term value of every relationship we support.
Unified
Technology Stack
Single
IP Spine: All platforms leverage the same architecture for ingestion, insight generation, and automation — enabling speed to
market across verticals
Raptor300,
Inc.
Raptor300
Inc. (“Raptor”), established in 2015, holds the core intellectual property underpinning our Autonomous Aerial Robots
(see “— Intellectual Property” below). For a detailed overview of these technologies and the market segments they serve,
refer to “Diverse Range of Services and Products — Agriculture Technology Sector” below.
Raptor’s
customer base is primarily composed of enterprises within the agricultural industry. Raptor has secured binding long-term contracts for
its AI/ML-powered robotic services totaling $35.93 million over a five-year term, and has also executed non-binding Memoranda of Understanding
(“MoUs”) representing an additional $111.98 million in potential contract value. Raptor’s operations are headquartered
in Subiaco, Western Australia.
On
July 26, 2022, Braiin acquired 100% of Raptor’s outstanding equity, making it a wholly owned subsidiary of Braiin.
Connect
Simple Pty Ltd
Connect
Simple Pty Ltd (“Connect Simple”) was incorporated in Australia on December 01, 2023 having registered office in Melbourne,
Victoria Australia. It has business operations in Australia, New Zealand, UK and the United States. Connect Simple is focused on simplifying
residential service delivery and billing through an AI-powered, white-labelled platform. This platform serves as a digital infrastructure
layer for utility connections, bill comparison, and ongoing household expense management, with applications across rental, ownership,
and agency-managed properties.
Pursuant to the Share
Sale Agreement, dated December 8, 2025, by and among Braiin and Gomazz Pty. Ltd. as trustee for the Georgiou Family Trust, Braiin
agreed to acquire 100% of the issued shares of Connect Simple for aggregate consideration of $98 million, payable in Braiin ordinary
shares issued at a price of $10.17 per share at settlement. Completion of the transaction is subject to customary conditions. The
consideration shares to be issued to the seller will be subject to a 12-month lock-up from the date of issue.
12
Krishnan, A. (2024, February 21). Smart electricity meter market 2024: Global adoption landscape. IoT Analytics. Retrieved August
27, 2025, from https://iot-analytics.com/smart-meter-adoption.
VIS
Networks Private Limited
VIS
Networks Private Limited (“VIS Networks”) was Incorporated on April 18, 2011, and headquartered in Bangalore, Karnataka,
VIS Networks has evolved into a global provider of next-generation communication and CX technologies. The company operates through its
subsidiaries across Singapore, Malaysia, the United Kingdom, Oman, and other jurisdictions, delivering enterprise-grade solutions to
a diverse international client base.
VIS
Networks is recognized as a trusted partner for organizations seeking to modernize and optimize their CX infrastructure. Its comprehensive
offering spans unified communications, contact center solutions, video conferencing, and audio-visual systems.
More recently, VIS has expanded into AI-powered CX innovation, including speech analytics, intelligent call routing,
and machine learning — driven customer engagement tools.
With
a strong focus on secure, scalable, and efficient platforms, VIS Networks supports clients across industries in building resilient and
future-ready communication ecosystems.
Pursuant
to the binding Amended and Restated Heads of Agreement, dated December 4, 2025, by and between Braiin and VIS Networks,
Braiin will acquire 100% of the shares of VIS Networks (the “VIS Acquisition”) for an aggregate consideration of $24 million
(the “VIS Agreement”), $12 million of which will be paid on the closing date of the VIS Acquisition, $7.2 million of which
will be paid on the 12 month anniversary of the VIS Acquisition, and $4.8 million of which will be paid on the 24 month anniversary of
the VIS Acquisition. VIS Networks’ business relates to technology services. Also on December 4, 2025, Braiin and VIS Networks
entered into a binding Heads of Agreement whereby certain owners of VIS Networks shares will be issued $44.57 million of Braiin Shares.
The consummation of the transactions contemplated by the VIS Agreement are subject to customary closing conditions, including effectiveness
of a Registration Statement with the SEC. The shares will also be subject to lock-up period as described in the VIS Agreement, dated
as of December 4, 2025. The VIS Agreement may be terminated if a Share Subscription Agreement is not executed by the later
of January 31, 2026 or the listing of Braiin’s securities on the Primary Exchange (the “VIS End Date”), by mutual
agreement of all Parties in writing, or by VIS or Braiin communicating at any time prior to the VIS End Date of their intent not to pursue
the transactions described in the VIS Agreement. The shares issued to VIS are subject to a lock-up agreement as found in the VIS Agreement,
dated as of December 4, 2025.
Vega
Global Technologies Limited
Vega
is a holding company formed in 2023 that will hold all of the outstanding equity interests of Nisus and Mirragin RAS Consulting Pty
Limited (“Mirragin”) following the Direct Listing. Vega, through its subsidiaries, will be a technology company specializing
in providing AI and coding language services to farmers. Vega holds proprietary intellectual property in AI-enabled drone fleet management,
predictive maintenance, autonomous navigation, and multispectral analytics. These capabilities are expected to generate incremental value
when integrated into Nisus’s and Mirragin’s existing operations. See “Diverse Range of Services and Products
— Agriculture Technology Sector” and “Diverse Range of Services and Products — Finance and Insurance Sectors”
below for additional information on Vega’s products and services. On September 16, 2023, Braiin entered into a binding heads of agreement contract with Vega, which
was terminated on September 2, 2025.
On
December 10, 2025, Braiin and Vega entered into a new binding heads of agreement contract (the “Vega Agreement”) that
supersedes all previously signed agreements, pursuant to which Braiin will acquire 100% of the shares of Vega for consideration of
US $82,606,096 of Braiin shares and $2,393,904 in cash consideration. The consummation of the transactions contemplated by the
Vega Agreement are subject to customary closing conditions, including
effectiveness of a Registration Statement with the SEC. The Vega Agreement may be terminated on the later of October 30, 2025,
or the listing of Braiin’s securities on the Primary Exchange if the conditions precedent have not been satisfied or waived.
Pursuant to the Restated Share
Sale Agreement, dated December 5, 2025, by and among Vega, Ni Family Investments Pty Ltd, Nisus, Xiaolong Ni, and Braiin, Vega agreed
to acquire 100% of the issued shares in the Nisus Companies for aggregate consideration consisting of AUD $3,000,000 in cash and Vega
ordinary shares having a value of US $3,160,000 based on US $10.17 per share (the “Nisus Acquisition”). Completion of the
Nisus Acquisition is subject to customary closing conditions and regulatory approvals. Following settlement, Nisus will be wholly owned
by Vega, and Vega will be a wholly owned subsidiary of Braiin.
Upon
the consummation of the share sale agreement with Nisus, Nisus will be wholly owned by Vega. Nisus is a specialist technology
provider focused on delivering advanced data science, cybersecurity, and secure communication solutions to Australian government
agencies, defense, emergency services, and enterprise clients. With a strong track record in supporting public sector digital transformation,
Nisus designs and implements mission-critical systems that protect sensitive information and enable informed decision-making.
In
addition to its cybersecurity and analytics capabilities, Nisus supplies a comprehensive range of secure hardware and mobility solutions
that enhance communication and operational readiness across high-security environments. Its client base spans government departments,
agriculture, defense, emergency services, large enterprises, and mobile network carriers, as well as small to medium-sized
businesses.
Headquartered
in Australia, Nisus plays a key role in strengthening national digital resilience through its expertise in data governance, threat intelligence,
and secure infrastructure. See “Diverse Range of Services and Products — Customer Experience and Employee Experience Sector”
below for additional information related to Nisus’s products and services. Nisus’s facilities are located in Canberra, Australia.
Pursuant to the binding Share Sale Agreement,
dated December 5, 2025, by and among Vega, Relms Consolidated Pty Ltd as trustee for the Sutton Family Trust, and Mirragin (the
“Mirragin Agreement”), Vega will acquire 100% of the shares of Mirragin for aggregate consideration comprising (i)
353,982 fully paid ordinary shares of Vega and (ii) AUD $550,000 in cash, payable at settlement. Following settlement, Mirragin will be a wholly owned subsidiary of Vega, and Vega will be a wholly owned subsidiary of
Braiin.
Upon
the consummation of the Mirragin Agreement, Mirragin will be wholly-owned by Vega. Mirragin was established in Australia, on April 01,
2011, and operates under a business license issued by Australian Securities Exchange. The registered address of the Company is QLD, 4074
Australia. Mirragin is a specialist Australian consulting and technology firm focused on the deployment of high-end aerial robotics,
autonomous systems, and AI/ML-driven solutions for mission-critical applications. With deep expertise in agriculture, defense,
emergency response, and industrial operations, Mirragin helps organizations design and implement advanced autonomous technologies that
reduce operational risk, lower costs, and enhance decision-making capabilities.
The
company is a recognized leader in the integration of drone-based systems with artificial intelligence and machine learning for use cases
such as real-time surveillance, precision logistics, and situational awareness. Mirragin’s multidisciplinary team supports
both government and enterprise clients in accelerating the adoption of robotics programs through end-to-end support — from concept
development to deployment.
Mirragin’s
solutions are built to operate in complex, high-stakes environments, making it a key partner in Australia’s push for innovation
in defense tech, aviation, and critical infrastructure resilience.
Our
Anticipated Structure
Diverse
Range of Services and Products
Our
proprietary technology is currently being used in various sectors, including agriculture, CXaaS, and PropTech. We believe that our technology
has the potential to span a variety of industries and sectors to increase efficiency and provide user-friendly solutions for our customers.
Environmental
Impact
In
recent years, there has been an increased global focus on environmental consciousness, digital efficiency, and sustainability. At Braiin,
we believe our integrated AI-driven platforms across Agriculture, CXaaS, and PropTech are aligned with these broader sustainability goals.
AgTech
Solutions:
Our
AgTech platforms are designed to promote precision farming practices through the use of autonomous aerial robots, AI/ML analytics,
and IoT integration. These technologies help reduce chemical usage, optimize water consumption, and minimize environmental degradation.
Features such as multispectral imaging, real-time weather-based recommendations, and ERP integration ensure efficient use of pesticides
and fertilizers, resulting in increased crop yields and reduced environmental footprint. Our blockchain-enabled transparency mechanisms
also allow consumers to verify the sustainability and origin of their food, enabling ethical choices and promoting traceability in the
global food chain.
CXaaS
Platform:
Our
CXaaS division leverages AI to improve customer and employee experience while minimizing energy and resource waste through process automation.
By integrating cloud-native contact centers, AI-driven analytics, and automated digital assistants, our systems reduce the carbon footprint
associated with traditional legacy infrastructure and physical service centers. These platforms offer real-time insights that enable
businesses to streamline operations, reduce customer service cycles, and eliminate redundancies — thus optimizing digital resource
consumption. Furthermore, our Smart Hub product minimizes documentation waste by creating a centralized digital knowledge base accessible
on demand, removing the need for printed manuals, long training sessions, or repetitive customer inquiries.
PropTech
Platform:
Our
AI-enabled Property Technology platform streamlines residential utility connections, energy switching, and bill management through an
intelligent digital interface. This solution not only promotes operational efficiency for property managers and tenants but also supports
environmental goals by enabling users to select greener energy providers and monitor household energy consumption in real time. The platform’s
AI-powered OCR engine ensures accurate utility comparisons, helping customers transition to more sustainable and cost-effective service
options. By integrating into tenancy applications and CRM workflows, we reduce administrative overhead and help homes become more energy-aware
and carbon-efficient. Additionally, embedded smart home integrations — such as intelligent thermostats, security, and connected
devices — empower users to reduce waste and energy use without compromising convenience.
Cross-Sector
Strategy:
Across
all three verticals, Braiin’s unified approach combines AI/ML, real-time data processing, and automation to address pressing environmental
challenges. Whether through reducing chemical runoff in farming, streamlining digital communication in enterprises, or helping households
choose eco-friendly utility options, our goal is to drive sustainability and long-term impact. Our platforms are not only revenue-generating
— they are impact-focused and designed to promote smarter decisions at every level of the value chain.
As
environmental regulations continue to evolve, we are committed to remaining ahead of the curve — ensuring that our solutions help
clients meet their environmental, social and governance (“ESG”) goals, while contributing to a more sustainable, transparent,
and resilient global ecosystem.
Competition
We
operate at the intersection of artificial intelligence and industry-specific verticals — AgTech, CxaaS, and PropTech —
each of which is characterized by rapid innovation, evolving customer demands, and increasing investment in digital transformation.
In
the AgTech sector, we face competition from both established players and emerging startups that are leveraging AI, ML, IoT, and
drone-based technologies to deliver precision agriculture solutions. Competitors in this space are continuously developing proprietary
platforms to improve crop yields, optimize inputs, and provide predictive insights — many of which are adjacent to or overlap with
our current offerings.
In
the CxaaS space, we compete with companies offering AI-based customer service, voice intelligence, and personalized engagement solutions.
This is a fast-evolving vertical, with traditional CRM and contact center platforms integrating AI features and newer entrants offering
focused, verticalized AI customer solutions.
In
PropTech, we expect to face competition from startups and established software as a service (“SaaS”) companies deploying
AI to improve asset management, rental automation, predictive maintenance, and tenant engagement.
As
a general AI technology company operating across multiple verticals, we anticipate increasing competition from a diverse range of players
— ranging from large incumbents expanding their feature sets to domain-specific startups bringing focused innovations. Many of
these competitors dedicate substantial resources to research and development and have established customer bases, brand recognition,
and deeper capital reserves. To maintain our competitive advantage, we continue to invest in proprietary technology, deep vertical expertise,
and differentiated platform capabilities tailored to the unique needs of each industry we serve.
Competitive
Strengths
We
believe that we have five main competitive strengths that set us apart from the current market:
| |
● |
Technological
Integration: Our integration of advanced technologies from Raptor, Connect Simple and Vega, including our Autonomous Aerial Robots,
AI/ML, IoT, and ERP, allows us to deliver end-to-end solutions that cater to diverse industry needs. |
| |
● |
Proven
Track Record: We have a successful history of conducting trials and forming partnerships with industry leaders, demonstrating our capability
to execute projects and deliver positive outcomes. |
| |
● |
Intellectual
Property: We hold essential patents and regulatory certifications, providing a barrier to entry for potential competitors and enhancing
our credibility as an industry leader. |
| |
● |
Experienced
Leadership: Our management team is comprised of experienced professionals with deep expertise in technology, data science, and investment
in emerging markets. |
| |
● |
Collaborative
Culture: Our multidisciplinary team fosters a culture of collaboration, creativity, and continuous improvement, allowing us to develop
innovative solutions for complex challenges. |
Growth
Strategy
Our
growth strategy encompasses:
| |
● |
Continuous
Innovation: We invest in research and development in key areas such as AI/ML, robotics, and software to remain at the forefront of
technological advancements. |
| |
● |
Geographical
Expansion: We are expanding into new sectors, countries, and markets, with a focus on developed markets like USA, UK, Australia and
New Zealand and emerging markets like India, UAE and Sri Lanka. |
| |
● |
Cross-Selling:
We leverage synergies between divisions to offer comprehensive and integrated solutions to our clients. |
| |
● |
Targeted
Sales Approach: We identify potential customers’ pain points and challenges and develop tailored solutions to meet their specific
needs. |
| |
● |
Strategic
Acquisitions and Investments: We seek partnerships and collaborations with complementary technology companies to access new markets,
expand our customer base, and enhance our capabilities. |
With
these strategies, we aim to strengthen our market presence, capture new opportunities, and deliver sustainable growth in the technology
industry. We remain committed to delivering value to clients and shareholders while driving innovation and achieving long-term success.
Research
and Development Policies
Over
the past three years, Braiin has maintained a strong commitment to innovation through continued investment in research and development
activities across our core verticals: AgTech, CXaaS, and PropTech, which will be strengthened by the acquisition of Connect Simple.
Mirragin, Nisus Australia, Nisus Payroll and VIS Networks. Our research and development initiatives have focused on the development and
enhancement of proprietary technologies including autonomous aerial robotics, AI/ML-driven analytics platforms, voice and speech recognition
engines, and ERP and utility-switching platforms. These efforts have supported the advancement of our autonomous agricultural drones,
AI-powered call center solutions, and intelligent tenant service automation tools.
Our
research and development policies emphasize internal capability building, strategic collaborations with external domain experts, and
iterative development informed by customer feedback and pilot deployments. We have prioritized agile methodologies and cross-functional
innovation sprints to rapidly bring enhancements to market while maintaining product reliability and regulatory compliance.
Intellectual
Property
Overview
We
own certain intellectual property rights that we use in connection with our business.
OWNER
OF
INTELLECTUAL
PROPERTY |
|
JURISDICTION |
|
SERIAL
AND APPLICATION
NUMBER/TITLE |
|
STATUS |
|
EXPIRATION
DATE |
| Raptor300 |
|
USA |
|
● |
Unmanned
Aerial System Autonomous Tank Refilling
|
|
Pending |
|
— |
| |
|
|
|
● |
Application
#63/829,259 |
|
|
|
|
| Raptor300 |
|
USA |
|
● |
Unmanned
Aerial System Vectorized Spraying System
|
|
Pending |
|
— |
| |
|
|
|
● |
Application
#63/830,023 |
|
|
|
|
| Flamingo
AI (1) |
|
USA |
|
● |
Semi-supervised
question answering machine |
|
Granted
May 12, 2020 |
|
November
12, 2027 |
| |
|
|
|
● |
Application
#16/119,400
Patent
number #10650818 |
|
|
|
|
With
the signing of a share sale agreement to acquire Connect Simple Pty Ltd, we expect
to acquire the proprietary intellectual property it owns upon effectiveness of a Registration
Statement with the SEC.
|
| Connect
Simple |
|
USA |
|
● |
Energy
Comparison IP Framework
|
|
|
|
|
| |
|
|
|
● |
Application
# 1-14951669111 |
|
Pending |
|
— |
| Connect
Simple |
|
USA |
|
● |
Connect
Easy Information Technology Infrastructure |
|
Pending |
|
— |
| |
|
|
|
● |
Application
#1-14952069191 | |
|
|
|
| Connect
Simple |
|
USA |
|
● |
Proptech
Integration IP Framework |
|
Pending |
|
— |
| |
|
|
|
● |
Application
#: 1-14952018321 | |
|
|
|
| |
(1) |
Mr.
Balasubramanian and Mr. McVean were owners of this patent through Flamingo AI prior to incorporation of Braiin and sold 100 percent
of the rights to the patent to Braiin on October 31,2022 for $1. |
Government
Regulation
Overview
Our
business operations and product offerings span multiple jurisdictions and are subject to an evolving landscape of international, federal,
and local laws and regulations. These regulatory requirements affect not only our autonomous aerial robotics activities, but also our
AI-powered customer experience platforms and property technology services.
Rapidly
Evolving Drone and Aviation Regulations
Our
AgTech division relies on the operation of fully autonomous aerial robots, which are subject to stringent and evolving aviation
regulations in each jurisdiction where we operate. Regulatory authorities may impose restrictions or additional licensing requirements
relating to drone flight paths, chemical spraying, remote operations, airspace access, or safety standards. Failure to comply with these
regulations, or delays in receiving appropriate certifications, could adversely impact our ability to deploy or scale our UAV-based offerings.
Inconsistent rules across jurisdictions may further complicate international expansion of our aerial robotics services.
Compliance
with Data Privacy and AI Governance Frameworks
Our
CXaaS and PropTech platforms collect and process significant volumes of personal and behavioral data, which subjects us to an array of
data privacy and protection laws including the General Data Protection Regulation (“GDPR”) in the EU, the California Consumer
Privacy Act (“CCPA”) in the U.S., and equivalent laws in Australia, India, and the United Kingdom. These laws regulate data
collection, storage, transfer, and use, and impose significant obligations on data controllers and processors. Additionally, emerging
frameworks surrounding AI governance, such as the EU AI Act, may impose transparency, explainability, and fairness requirements on machine
learning systems embedded in our platforms. Non-compliance could result in fines, enforcement actions, or reputational harm.
Regulatory
Complexity in Property Technology and Embedded Services
Our
PropTech offerings involve integration with third-party utilities, insurers, and financial service providers to enable utility switching,
embedded finance, and digital billing. These operations are subject to licensing, consumer protection, anti-money laundering, and financial
services regulations in multiple regions. For example, the provision of comparison and switching services in the energy and insurance
markets may require specific licenses, adherence to advertising standards, and mandated disclosures. In addition, partnerships with digital
wallet providers and embedded payment infrastructure must comply with payment processing regulations and cybersecurity standards. Regulatory
changes, investigations, or restrictions in any of these domains could impair our product delivery or monetization strategies.
Cross-Border
and Industry-Specific Regulatory Risks
Given
the global nature of our operations, we are subject to diverse compliance regimes across jurisdictions where we deliver services, including
laws governing:
| |
● |
Taxation
and transfer pricing; |
| |
|
|
| |
● |
Consumer
protection and advertising; |
| |
|
|
| |
● |
Telecommunications
and electronic communications; |
| |
|
|
| |
● |
E-commerce
and online contracting; |
| |
|
|
| |
● |
Environmental
regulation related to electronic devices and UAV operations; and |
| |
|
|
| |
● |
Workplace
safety and labor laws, particularly for UAV field deployments. |
Certain
jurisdictions may also impose restrictions on cross-border data flows, foreign ownership of technology providers, or classify certain
drone or AI systems as dual-use or export-controlled technologies.
Operational
and Financial Impact of Regulatory Non-Compliance
Failure
to maintain compliance with applicable laws and regulations may lead to fines, audits, license revocation, business suspension, or civil
and criminal penalties. Moreover, the cost of ongoing compliance — including legal fees, internal controls, cybersecurity, and
policy development — could increase as regulatory scrutiny intensifies globally. If we are required to significantly change our
business practices or technologies to meet evolving legal requirements, we may experience operational delays, increased costs, or lost
business opportunities.
We
proactively monitor regulatory developments and engage in internal compliance reviews to minimize these risks. However, given the pace
and complexity of global regulatory change, there is no assurance that we will always be in full compliance, or that new laws will not
adversely affect our ability to operate or expand.
Environmental
We
are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge,
treatment, storage, disposal and remediation of hazardous substances and wastes. We could also be affected by future laws and regulations
relating to climate change, including laws related to greenhouse gas emissions, chemical use, and regulating energy efficiency. These
laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new
and/or additional investment in designs and technologies. We continually assess our compliance status and
management of environmental matters to ensure our operations are in compliance with all applicable environmental laws and regulations.
Investigation, remediation and operation and maintenance costs associated with environmental compliance and management of sites are a
normal, recurring part of our operations. While environmental protection regulations have not had a significant adverse effect on our
overall operations, it is possible that costs incurred to ensure continued environmental compliance in the future could have a material
impact on our results of operations, financial condition or cash flows if additional work requirements or more stringent clean-up standards
are imposed by regulators, new areas of soil, air and groundwater contamination are discovered and/or expansion of work scope are prompted
as a result of investigations.
Manufacturing
We
assemble our Autonomous Aerial Robots at our facilities in Sri Lanka or, in certain cases, purchase off-the-shelf drones, that we optimize
for our customers’ purposes. All parts of our Autonomous Aerial Robots are manufactured by third parties.
Employees
and Human Capital
As
of June 30, 2025, the Company has 5 employees and 21 consultants. Our human capital objectives include identifying, recruiting,
retaining, incentivizing, and integrating both our existing and additional employees to drive our company’s success.
Facilities
Our
corporate headquarters are located in Subiaco, Western Australia. We believe that our existing facilities are adequate for our near-term
needs but expect to need additional space as we grow. We believe that suitable additional or alternative space would be available as
required in the future on commercially reasonable terms.
Legal
Proceedings
Although
we may be subject to litigation in the ordinary course, we are not currently a party to any material legal proceedings.
Summary
of Risk Factors
Our
business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those
highlighted in the section entitled “Risk Factors” in this prospectus. These risks include, but are not limited to,
the following:
| |
● |
If
Braiin does not effectively manage our growth and the associated demands on our operational, risk management, sales and
marketing, technology, compliance and finance and accounting resources, our business may be adversely impacted. |
| |
● |
Braiin
has identified internal control deficiencies which result in material weaknesses in our internal control over financial reporting
which, if not corrected, could affect the reliability of Braiin’s consolidated financial statements, and have other adverse consequences. |
| |
● |
Braiin’s
future growth depends significantly on our marketing efforts, and if our marketing efforts are not successful, our
business and results of operations will be harmed. |
| |
● |
Adverse
economic conditions may adversely affect Braiin’s business. |
| |
● |
Braiin
may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism,
that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately
protect Braiin from a serious disaster. |
| |
● |
Significant
political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our
financial condition or results of operations. |
| |
● |
Customers
may rescind or back out of non-binding agreements due to various reasons which could adversely affect our revenue streams, project
timelines, and overall financial performance. |
| |
● |
Acquisitions,
joint ventures or other strategic transactions create certain risks and may adversely affect Braiin’s business, financial condition
or results of operations. |
| |
● |
We
may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate
acquisition targets, which could hurt our ability to grow our business, develop new products or sell our products. |
| |
● |
The
overall agricultural industry is susceptible to commodity and raw material price changes. |
| |
● |
The
agricultural industry is highly seasonal, which may cause Braiin’s sales and operating results to fluctuate significantly. |
| |
● |
We
may have product liability claims if our agricultural products damage individuals or property and may need to recall items which do
or could cause such damage. |
| |
● |
Compliance
with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could
result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows. |
| |
● |
If
we are unable to develop and release technology enhancements and new technologies to respond to rapid technological change, or to develop
new designs and technologies for our unmanned aerial vehicles (“UAVs”) in a timely and cost-effective manner, our
business, financial condition and results of operations could be harmed. |
| |
● |
Braiin
faces both external and internal cybersecurity threats. |
| |
● |
Cyberattacks
and security breaches of Braiin’s systems, or those impacting our customers or third parties, could adversely impact our
brand and reputation and our business, operating results and financial condition. |
| |
● |
Because
of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure. |
| |
● |
Successful
technical development of Braiin’s products does not guarantee successful commercialization. |
| |
● |
Braiin’s
intellectual property rights are valuable, and any inability to protect them could adversely impact Braiin’s business, operating
results, and financial condition. |
| |
● |
In
the future Braiin may be sued by third parties for alleged infringement of their proprietary rights. |
| |
● |
The
nature of Braiin’s business involves significant risks and uncertainties that may not be covered by insurance or indemnity. |
| |
● |
Braiin
is subject to governmental export and import controls that could impair our ability to compete in international markets due
to licensing requirements and subject Braiin to liability if it is not in compliance with applicable laws. |
| |
● |
Braiin
is subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations,
and non-compliance with such laws can subject Braiin to criminal and civil liability and harm our business. |
| |
● |
Government
regulation is evolving, and unfavorable changes could harm our business. |
| |
● |
As
a foreign private issuer, Braiin will be exempt from a number of rules under the Exchange Act, Braiin will be permitted to file less
information with the SEC than domestic companies and permitted to follow home country practice in lieu of the listing requirements
of the Primary Exchange, subject to certain exceptions. Accordingly, there may be less publicly available information concerning Braiin
than there is for issuers that are not foreign private issuers. |
| |
● |
It
may be difficult to enforce a judgment in the United States against Braiin and our officers and directors, assert U.S. securities
laws claims in Australia or serve process on Braiin’s officers and directors. |
| |
● |
Braiin
may be affected by fluctuations in currency exchange rates. |
| |
● |
The
direct listing process differs from an initial public offering underwritten on a firm-commitment basis. |
| |
● |
Our
ordinary shares currently have no public market. An active trading market may not develop or continue to be liquid and the market price
of shares of our ordinary shares may be volatile. |
| |
● |
Future
sales of ordinary shares by our Registered Shareholders and other existing shareholders could cause our share price to decline. |
| |
● |
You
may be diluted by future issuances of preferred stock or additional ordinary shares in connection with our incentive plans, acquisitions
or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock
price. |
| |
● |
We
are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth
companies and smaller reporting companies may make our ordinary shares less attractive to investors. |
| |
● |
The
public price of our ordinary shares, upon listing on the Primary Exchange, may have little or no relationship to the historical sales
prices of our ordinary shares in private transactions. |
| |
● |
The
uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and
pricing challenges for our ordinary shares. |
| |
● |
The
direct listing process differs from an initial public offering underwritten on a firm-commitment basis and the impact of awareness
of our brand and investor recognition of our Company on the demand for our ordinary shares is unpredictable and our marketing and brand
development efforts may not be successful. |
| |
● |
We
have not agreed to indemnify the Registered Shareholders for claims arising in connection with sales of our ordinary shares in this
offering, however, claims for indemnification by our directors and officers may reduce the amount of money available to us. |
Implications
of being an emerging growth company and a smaller reporting company
We
are an “emerging growth company” as defined in the Securities Act of 1933 (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take, and intend to take,
advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth
companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements
with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We
will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of this
offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last
day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our ordinary shares held
by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on
which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
In
addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and,
as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-public companies instead of the dates required for other public companies.
We
are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies until the fiscal year following the determination that our voting and non-voting ordinary shares held by non-affiliates
is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million
during the most recently completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is $700 million or
more measured on the last business day of our second fiscal quarter.
Corporate
Information
We
were incorporated under the laws of Australia in July 2022. The mailing address and telephone of the principal executive offices of Braiin
is 283 Rokeby Road, Subiaco, Western Australia 6008, +61 412 474 180 and our website address is www.braiin.com. Information contained
on or that can be accessed through our website is neither a part of, nor incorporated by reference into, this prospectus, and you should
not consider information on our website to be part of this prospectus. Our website address is included in this prospectus as an inactive
textual reference only.
SUMMARY
FINANCIAL AND OTHER DATA
The
summary financial and other data set forth below should be read together with our financial statements and the related notes to those
statements, as well as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section of this prospectus.
The
following tables present Braiin’s summary consolidated financial data. We present our consolidated financial statements in accordance
with IFRS. The summary historical consolidated statement of comprehensive income for the fiscal years ended June 30, 2025 and
2024, and the consolidated statement of financial position as of June 30, 2025, have been derived from our consolidated
financial statements, which are included elsewhere in this registration statement. Our consolidated financial statements were prepared
on a basis consistent with our audited consolidated financial statements and include, in our opinion, all adjustments, consisting only
of normal recurring adjustments that we consider necessary for the fair statement of the financial information set forth in those statements.
Our historical results for any prior period are not necessarily indicative of results expected in any future period.
The
financial data set forth below should be read in conjunction with, and is qualified by reference to, “Braiin’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto
included elsewhere in this registration statement.
STATEMENTS
OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| | |
Braiin Ltd. | |
| | |
Year Ended June 30, | |
| | |
2025 | | |
2024 | |
| Income | |
| — | | |
| — | |
| | |
| | | |
| | |
| Expenses | |
| | | |
| | |
| Administration and other expenses | |
| 477,075 | | |
| 268,307 | |
| Audit fees | |
| 201,871 | | |
| 232,454 | |
| Professional and legal fees | |
| 590,149 | | |
| 798,466 | |
| Rent | |
| 248,800 | | |
| - | |
| Depreciation and amortization | |
| 113,370 | | |
| 148,313 | |
| Interest expense | |
| 317,103 | | |
| 82,755 | |
| Loss on deconsolidation | |
| - | | |
| 5,469 | |
| Loss on loan forgiveness | |
| - | | |
| 175,386 | |
| Loss on foreign currency exchange | |
| 24,585 | | |
| 4,225 | |
| Total expenses | |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| | |
| | | |
| | |
| Loss before income tax expense | |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| Income tax | |
| — | | |
| — | |
| Loss after tax from continuing operations | |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| Foreign currency translation | |
| 19,896 | | |
| 19,967 | |
| Total comprehensive loss for the year | |
| (1,953,058 | ) | |
| (1,695,408 | ) |
STATEMENTS
OF FINANCIAL POSITION
| | |
Braiin Ltd. | |
| | |
As of
June 30, 2025 | | |
As of
June 30, 2024 | |
| Total assets | |
| 294,004 | | |
| 844,848 | |
| Total liabilities | |
| 5,073,270 | | |
| 3,671,056 | |
| Net assets/(liabilities) | |
| (4,779,266 | ) | |
| (2,826,208 | ) |
| Total equity | |
| (4,779,266 | ) | |
| (2,826,208 | ) |
STATEMENTS
OF CASH FLOWS
| | |
Braiin Ltd. | |
| | |
Year Ended June 30, | |
| | |
2025 | | |
2024 | |
| Net cash from (used in) operating activities | |
| (1,177,659 | ) | |
| (706,870 | ) |
| Net cash from (used in) investing activities | |
| (24,000 | ) | |
| (885 | ) |
| Net cash from (used in) financing activities | |
| 715,024 | | |
| 63,826 | |
| Net increase (decrease) in cash and cash equivalents | |
| (486,636 | ) | |
| (643,929 | ) |
RISK
FACTORS
An
investment in our ordinary shares involves a high degree of risk. You should carefully consider the following risks and uncertainties,
together with all of the other information contained in this prospectus, including our financial statements and related notes appearing
elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. The occurrence of one or more of the events or
circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse
effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could
lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only
ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business
operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note
Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these
forward-looking statements as a result of certain factors, including those described below.
Risks
Relating to Braiin’s Business and Industry
If
Braiin does not effectively manage its growth and the associated demands on its operational, risk management, sales and marketing, technology,
compliance and finance and accounting resources, its business may be adversely impacted.
Braiin
will experience recent significant growth through its acquisition of Connect Simple, VIS Networks and Vega. These acquisitions
make Braiin’s business more complex by expanding the services it offers. To effectively manage and capitalize on Braiin’s
growth, it must continue to expand its information technology and financial, operating, and administrative systems and controls, and
continue to manage headcount, capital, and processes efficiently. Braiin’s continued growth could strain its existing resources,
and it could experience ongoing operating difficulties in managing its business as it expands across numerous jurisdictions, including
difficulties in hiring, training, and managing an employee base. Failure to scale and preserve Braiin’s company culture with growth
could harm its future success, including its ability to retain and recruit personnel and to effectively focus on and pursue its corporate
objectives. If Braiin does not adapt to meet these evolving challenges, or if its management team does not effectively scale with its
growth, Braiin may experience erosion to its brand, the quality of its products and services may suffer, and its company culture may
be harmed. Moreover, the failure of Braiin systems and processes could undermine its ability to provide accurate, timely, and reliable
reports on its financial and operating results, including the financial statements provided herein, and could impact the effectiveness
of its internal controls over financial reporting. In addition, Braiin’s systems and processes may not prevent or detect all errors,
omissions, or fraud, though Braiin has experienced no such material errors, omissions or fraud in the past. For example, Braiin’s
employees may fail to identify transaction errors or fraudulent information provided by its customers. Any of the foregoing operational
failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of relationships that could
substantially impair or even suspend company operations.
Braiin
intends to continue to develop its technology. Successful implementation of this strategy may require significant expenditures before
any substantial associated revenue is generated and Braiin cannot guarantee that these increased investments will result in corresponding
and offsetting revenue growth. Braiin’s growth may not be sustainable and depends on its ability to retain existing customers,
attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.
A
customer’s use of Braiin’s services may decrease for a variety of reasons, including the customer’s level of satisfaction
with its products and services, the expansion of business to offer new products and services, the effectiveness of its support services,
the pricing of its products and services, the pricing, range and quality of competing products or services, the effects of global economic
conditions, regulatory limitations, trust, or perception and interest in our products and services. Furthermore, the complexity and costs
associated with switching to a competitor may not be significant enough to prevent a customer from switching service providers, especially
for larger customers.
Any
failure by Braiin to retain existing customers, attract new customers, and increase revenue from both new and existing customers could
materially and adversely affect its business, financial condition, results of operations and prospects. These efforts may require substantial
financial expenditures, commitments of resources, developments of Braiin’s processes, and other investments and innovations.
Braiin
has identified internal control deficiencies which result in material weaknesses in its internal control over financial reporting which,
if not corrected, could affect the reliability of Braiin’s consolidated financial statements, and have other adverse consequences.
Braiin
has identified internal control deficiencies which result in material weaknesses in its internal control over financial reporting which,
if not corrected, could affect the reliability of Braiin’s consolidated financial statements, and have other adverse consequences.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of Braiin’s consolidated financial statements would not be prevented or detected
on a timely basis.
Specifically,
we have identified two material weaknesses being:
| |
1. |
the
lack of a formally implemented system of internal control over financial reporting and limited or no associated written documentation
of our internal control policies and procedures, and |
| |
2. |
the
lack of sufficient resources and key accounting personnel with sufficient knowledge and experience in reporting and compliance with
the SEC and PCAOB |
The
identified material weaknesses, if not corrected, could result in a material misstatement to Braiin’s consolidated financial statements
that may not be prevented or detected. Given that Braiin operated as a private company prior to the Direct Listing, it did not have the
necessary formalized processes to effectively implement review controls within its internal control over financial reporting. If we fail
to remediate the material weaknesses or experience additional material weaknesses in the future or fail to otherwise maintain effective
financial reporting systems and processes, we may be unable to accurately and timely report our financial results or comply with the
requirements of being a public company, which could cause investors to lose confidence in our financial information and the price of
our common shares could decline. We cannot assure you that the measures we have taken to date, and are continuing to implement, will
be sufficient to remediate the material weaknesses. Moreover, we cannot be certain that we will not in the future have additional material
weaknesses in our internal control over financial reporting, or that we will successfully remediate any that we find. See “Internal
Control over Financial Reporting” below for additional information.
The
material weaknesses did not result in a material misstatement of Braiin’s consolidated financial statements.
We
will be required pursuant to Section 404 of the Sarbanes-Oxley Act, as amended, or Section 404, to maintain internal control over financial
reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses
identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance
with the International Financial Reporting Standards, our internal accounting controls may not meet all standards applicable to companies
with publicly traded securities. If we fail to implement any required improvements to our internal control over financial reporting or
disclosure controls and procedures, we may be obligated to report control deficiencies, in which case we could become subject to regulatory
sanction or investigation. Further, such an outcome could damage investor confidence in the accuracy and reliability of our financial
statements, which may adversely affect the value of our ordinary shares.
Effective
internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure
controls and procedures, are designed to prevent fraud. Any failure to implement required or improved controls, or difficulties encountered
in their implementation, could cause us to fail to meet our reporting obligations.
Braiin’s
future growth depends significantly on its marketing efforts, and if its marketing efforts are not successful, its business and results
of operations will be harmed.
Braiin
has dedicated some, and intends to significantly increase, resources to marketing efforts. Braiin’s ability to attract and retain
customers depends in large part on the success of these marketing efforts and the success of the marketing channels it uses to promote
its products and services. Braiin’s marketing channels include, but are not limited to, social media, traditional media such as
the press, online affiliations, search engine optimization, search engine marketing, and offline partnerships.
While
Braiin’s goal remains to increase the strength, recognition and trust in its brand by increasing its customer base and expanding
its products and services, if any of its current marketing channels becomes less effective, if Braiin is unable to continue to use any
of these channels, if the cost of using these channels was to significantly increase or if Braiin is not successful in generating new
channels, it may not be able to attract new customers in a cost-effective manner or increase the use of its products and services. If
Braiin is unable to recover its marketing costs through increases in the size, value or other product selection and utilization, it could
have a material adverse effect on its business, financial condition, results of operations, cash flows and future prospects.
Adverse
economic conditions may adversely affect Braiin’s business.
Braiin’s
performance is subject to general economic conditions, and their impact on the industries in which Braiin operates, as well as its customers.
Australia, the United States and other key European and other international economies have experienced cyclical downturns from time to
time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in
financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on Braiin’s
business is highly uncertain and dependent on a variety of factors, including market activity, global economic trends, and other events
beyond Braiin’s control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity
and levels of unpredictability globally and increase the volatility of global financial markets. To the extent that conditions in the
general economic markets materially deteriorate, Braiin’s ability to attract and retain customers may suffer.
Braiin
may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism,
that could disrupt its business operations, and its business continuity and disaster recovery plans may not adequately protect Braiin
from a serious disaster.
Natural
disasters or other catastrophic events may also cause damage or disruption to Braiin’s operations, international commerce, and
the global economy, and could have an adverse effect on its business, operating results, and financial condition. Braiin’s business
operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond its control.
In
addition, Braiin’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics,
which could harm our business and cause its operating results to suffer. For example, the events like the COVID-19 pandemic and/or the
precautionary measures that Braiin has adopted in the past or may adopt in the future have resulted, and could result in the future,
in difficulties or changes to Braiin’s customer support, or create operational or other challenges, any of which could adversely
impact its business and operating results.
Further,
war, acts of terrorism, labor activism and other geopolitical unrest could cause disruptions in Braiin’s business or the businesses
of its partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane,
or a catastrophic event such as a fire, power loss, or telecommunications failure, Braiin may be unable to continue its operations and
may endure system interruptions, reputational harm, delays in development of its products and services, lengthy interruptions in service,
breaches of data security, and loss of critical data, all of which could have an adverse effect on its future operating results.
Escalating
global tensions, including the conflict between Russia and Ukraine, could negatively impact Braiin.
The
ongoing conflict between Russia and Ukraine has led to disruption, instability and volatility in global markets and industries that could
negatively impact Braiin’s operations. The Australian government and other governments in jurisdictions in which Braiin operates
have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls.
The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect
Braiin’s business, partners or customers.
Significant
political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial
condition or results of operations.
Significant
political, trade, or regulatory developments, including tariffs, such as those stemming from the change in U.S. federal administration,
are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical
landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. Political
tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between
major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial
markets. Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies,
could have a material adverse effect on our financial condition or results of operations.
Customers
may rescind or back out of non-binding agreements due to various reasons which could adversely affect our revenue streams, project timelines,
and overall financial performance.
We
have entered into, and may continue to enter into non-binding agreements, such as memoranda of understandings, a letter of interest with
customers for the purchase of services or to collaborate on projects. These memorandums of understanding and letters of interest are
non-binding, and the underlying contracts may not come to fruition as a result of among other things, changes in business priorities,
financial constraints, regulatory changes, force majeure events, failure to obtain necessary approvals, or failure to meet contractual
obligations by either party. The termination of these agreements could adversely affect our business. Additionally, loss of planned customers
or projects may negatively impact our reputation and future business prospects.
There
can be no guarantee that Braiin will complete any or all of the acquisition of Vega, Nisus, Mirragin, Isidore, VIS and Connect Simple.
There can be no assurance that any or all of the acquisitions of Vega, Nisus,
Mirragin, Isidore, VIS and Connect Simple will close or that the transactions will take place as planned or at all. If one or more of
the acquisitions do not close, the Company will not acquire any or all of its planned acquisitions and will not have the benefit of the
acquisitions as it seeks to expand its business. Additionally, if the acquisitions do not close, it may result in the loss of business
opportunities and potential disruption to the Company’s strategic plans.
Acquisitions,
joint ventures or other strategic transactions create certain risks and may adversely affect Braiin’s business, financial condition
or results of operations.
Acquisitions,
partnerships and joint ventures are part of Braiin’s growth strategy. Braiin evaluates and expects in the future to evaluate potential
strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. Braiin may not
be successful in identifying acquisition, partnership and joint venture targets. In addition, Braiin may not be able to successfully
finance or integrate any businesses, services or technologies that it acquires or with which it forms a partnership or joint venture.
Braiin
may not be able to identify suitable acquisition candidates or complete acquisitions in the future, which could adversely affect its
future growth; or businesses that it acquires may not perform as well as expected or may be more difficult or expensive to integrate
and manage than expected, which could adversely affect Braiin’s business and results of operations. In addition, the process of
integrating these acquisitions may disrupt Braiin’s business and divert its resources.
In
addition, acquisitions outside Braiin’s current operating jurisdictions often involve additional or increased risks including,
for example:
| |
● |
Managing
geographically separated organizations, systems and facilities; |
| |
● |
integrating
personnel with diverse business backgrounds and organizational cultures; |
| |
● |
complying
with foreign regulatory requirements; |
| |
● |
fluctuations
in exchange rates; |
| |
● |
enforcement
and protection of intellectual property in some foreign countries; |
| |
● |
difficulty
entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and |
| |
● |
general
economic and political conditions. |
These
risks may arise for a number of reasons: Braiin may not be able to find suitable businesses to acquire at affordable valuations or on
other acceptable terms; Braiin may face competition for acquisitions from other potential acquirers; Braiin may need to borrow money
or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to Braiin; changes
in accounting, tax, securities or other regulations could increase the difficulty or cost for Braiin to complete acquisitions; Braiin
may incur unforeseen obligations or liabilities in connection with acquisitions; Braiin may need to devote unanticipated financial and
management resources to an acquired business; Braiin may not realize expected operating efficiencies or product integration benefits
from an acquisition; Braiin could enter markets where it has minimal prior experience; and it may experience decreases in earnings as
a result of non-cash impairment charges.
Braiin
cannot ensure that any acquisition, partnership or joint venture it makes will not have a material adverse effect on its business, financial
condition and results of operations.
We
may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate
acquisition targets, which could hurt our ability to grow our business, develop new products or sell our products.
We
have acquired and invested and may continue to do so in businesses that offer products, services and technologies that we believe will
help expand or enhance our existing strategic objectives. Acquisitions or investments involve significant challenges and risks and could
impair our ability to grow our business, develop new products or services or sell our products or services and ultimately could have
a negative impact on our financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions
that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays
and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical
talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place which
could reduce the anticipated benefits of the transaction and negatively impact our business.
Additional
risks related to acquisitions or strategic investments include, but are not limited to:
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● |
difficulty
in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including
key personnel, of the acquired business; |
| |
● |
diversion
of capital and other resources, including management’s attention; |
| |
● |
assumption
of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets; |
| |
● |
integrating
accounting, forecasting and controls, procedures and reporting cycles; |
| |
● |
coordinating
and integrating operations, particularly in countries in which we do not currently operate; |
| |
● |
difficulty
in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; |
| |
● |
difficulty
or inability in obtaining governmental, regulatory approval or restrictions or other consents and approvals or financing; |
| |
● |
stock
price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable
to close an acquisition; |
| |
● |
legal
proceedings initiated as a result of an acquisition or investment; |
| |
● |
potential
issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants
or other restrictions; |
| |
● |
the
potential for our acquisitions to result in dilutive issuances of our equity securities; |
| |
● |
the
potential variability of the amount and form of any performance-based consideration; |
| |
● |
negative
changes in general economic conditions in the regions or the industries in which we or our target operate; |
| |
● |
exposure
to additional cybersecurity risks and vulnerabilities; |
| |
● |
potential
failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are acquiring;
and |
| |
● |
impairment
of relationships with, or loss of our or our target’s employees, vendors and customers. |
For
example, when integrating acquisition target systems into our own, we may experience challenges including lengthy and costly systems
integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other
processes with our key suppliers and customers, and training and changing management needs of integration personnel. These challenges
may impact our results of operations.
Risk
Related to the Agricultural Industry
The
overall agricultural industry is susceptible to commodity and raw material price changes.
Prices
for agricultural commodities and their byproducts are often volatile and sensitive to local and international changes in supply and demand
caused by a variety of factors, including general economic conditions, farmer planting and selling decisions, government agriculture
programs and policies, global and local inventory levels, demand for biofuels, weather and crop conditions, food safety concerns, government
regulations, and demand for and supply of, competing commodities and substitutes. As a result, Braiin may not be able to anticipate or
react to changing costs by adjusting its practices, which could cause its operating results to deteriorate. Braiin may engage in hedging
or other financial transactions to mitigate these risks. If these efforts are not successful, it could materially affect Braiin’
business, operating results and prospects and cause the value of its securities to decline.
The
agricultural industry is highly seasonal, which may cause Braiin’s sales and operating results to fluctuate significantly.
The
sale of agricultural products is dependent upon growing and harvesting seasons, which vary from year to year and across geographies as
a result of weather-related shifts in planting schedules and purchase patterns of farmers. Seasonality in the agricultural industry is
expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Braiin’s
business and may be further impacted by climate change.
Seasonality
also relates to the limited windows of opportunity that farmers have to complete required tasks at each stage of crop cultivation. Weather
and environmental conditions and natural disasters, such as heavy rains, hurricanes, hail, floods, tornadoes, freezing conditions, excessively
hot or cold weather, drought or fire, affect decisions by farmers about the types and amounts of seeds to plant and the timing of harvesting
and planting such seeds. Should adverse conditions occur during key growing and harvesting seasons, such conditions could substantially
impact demand for agricultural inputs. Any delayed or cancelled orders as a result of such conditions would negatively affect the quarter
in which they occur and cause fluctuations in Braiin’s operating results.
Any
decline in agricultural production could have a material adverse effect on the market for our services and on our results of operations
and financial position.
Conditions
in the agricultural industry will significantly impact demand for our products. The agricultural industry has contracted in recent periods,
and can be affected by a number of factors, including weather patterns and field conditions, current and projected agricultural inventories
and prices, domestic and international demand for agricultural products and governmental policies regarding trade in agricultural products.
Governmental policies, including farm subsidies and commodity support programs, as well as increases in costs of agricultural production
and the prices at which agricultural goods may be sold, may also directly or indirectly influence the demand for our services.
We
may have product liability claims if our agricultural products damage individuals or property and may need to recall items which do or
could cause such damage.
If
our products or services are used for an application they are not intended for or become adulterated or mislabeled, we
may need to recall such products. A widespread product recall could result in significant losses due to the costs of a recall, the destruction
of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant
product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity,
damage to our reputation, and a loss of confidence in our products, which could have an adverse effect on our business, results of operations
and financial condition and the value of our brands.
Compliance
with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could
result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.
International,
federal, state, territorial, provincial and local laws and regulations relating to environmental, health and safety matters affect us
in several ways in light of the ingredients that are used in our services. The failure by one of our partners to obtain or the cancellation
of any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on our businesses,
the severity of which would depend on the products involved, whether other products could be substituted and whether our competitors
were similarly affected.
In
addition, the end user application or use of certain pesticide products is regulated by various international, federal, state, provincial
and local environmental and public health agencies. Although we strive to educate the end user with such laws and regulations, we may
be unable to prevent violations of these or other laws and regulations from occurring. Even if we are able to comply with all applicable
laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products we distribute could be alleged
to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The costs of
compliance, noncompliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products
liability, personal injury or other lawsuits could have a material adverse impact on our reputation, businesses, financial position,
results of operations and cash flows.
Risks
Related to the Customer Experience as a Service (CXaaS) Sector
A
substantial part of our business depends on clients continuing their use of our services. Any decline in our client retention would harm
our future operating results.
Revenue
from CXaaS is often linked to client usage volumes, such as call traffic or number of active agents. Economic downturns, client restructuring,
or shifts in service models may reduce usage and in turn lower revenue. High client switching and pilot-based procurement models also
create volatility and may delay meaningful scale.
Recruiting
and retaining talent in the highly specialized fields of AI and robotics is a challenge we face. The departure of key personnel could
disrupt our operations and slow our pace of innovation.
Delivering
advanced CX solutions requires ongoing access to skilled professionals in AI, cloud infrastructure, and human-centered design. Talent
shortages or retention issues in these critical areas may delay product roadmaps, affect service quality, and slow down implementation
for enterprise clients.
The
highly competitive market for our services may continue and create adverse price pressures.
The
CXaaS space is intensely competitive, with a growing number of global and regional providers offering overlapping functionalities. Many
competitors offer aggressive pricing, bundling, or free trials that may pressure Braiin to discount or increase customer acquisition
costs. Failure to differentiate on value, functionality, or outcomes may limit our ability to expand market share.
Risks
Related to the Property Technology Sector
The
insurance and energy industries are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws
or regulations could impact our clients and, in turn, materially and adversely impact our business or may reduce our profitability.
The
PropTech platform operates across highly regulated verticals, including energy retail and home insurance, in multiple jurisdictions such
as Australia, the United Kingdom, and the United States. Each region has distinct regulatory frameworks regarding pricing transparency,
switching protocols, and customer data handling. Non-compliance or sudden regulatory changes may result in penalties, loss of market
access, or increased operational complexity and costs.
A
decline in general economic conditions or a disruption of financial markets may affect property markets or the discretionary income of
consumers, which in turn could adversely affect our profitability.
Our
revenue model relies on reaching consumers at key moments — typically during property transactions such as leasing or moving. A
downturn in the real estate market or changes in consumer behavior could reduce the volume of high-intent leads entering the platform.
Economic conditions, interest rates, or housing policy shifts may adversely impact transaction flow and reduce referral-based income.
If
we fail to maintain our relationships with our partners, our business, results of operations, financial condition and business prospects
could be materially and adversely affected.
A
significant portion of PropTech revenues is derived from commissions and referral fees paid by service providers. Changes to commercial
terms, partner insolvency, or shifts in pricing models (e.g., regulatory caps on commissions) could materially impact profitability.
The company’s reliance on a relatively small number of high-volume partners may further amplify this risk.
Defects
or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face
warranty, indemnity, and product liability claims arising from defective products.
While
the platform aims to simplify service setup and management, any errors in recommendation algorithms (e.g., mismatched utility plans or
insurance products) could result in negative customer outcomes. Dissatisfaction could lead to refund claims, reputational harm, or regulatory
complaints, particularly in jurisdictions with strong consumer protections.
Risks
Related to Technology
Our
results of operations and ability to grow could be materially negatively affected if we cannot successfully keep pace with technological
changes in the development and implementation of our services and solutions.
The
markets in which we operate are subject to continuous innovation and rapid evolution. If we are unable to develop and release enhancements
to our aerial robotics systems, CXaaS platforms, or PropTech infrastructure in a timely and cost-effective manner, our competitive position
and financial performance could be materially impacted. Competitors may introduce technologies that outperform or replace our offerings
in fields such as predictive analytics, natural language processing, optical recognition, or energy management. Delays in innovation
cycles or failure to meet customer expectations could result in revenue shortfalls, lost market share, or higher churn.
We
incorporate AI technologies into some of our products and services, which may present operational and reputational risks.
Our
platforms rely heavily on proprietary artificial intelligence and machine learning models. Developing and maintaining performant AI systems
— whether for crop spraying optimization, speech analytics in contact centers, or household utility management — requires
access to high-quality training data, compute resources, and specialist talent. Inaccurate model outputs, ethical concerns such as algorithmic
bias, or regulatory restrictions on AI use could hinder adoption and diminish customer trust in our systems.
We
rely on third parties to integrate with our offerings and as a result, our business also depends on the measures that such third parties
take to ensure the continuity of their services.
Our
CXaaS and PropTech platforms rely on a complex ecosystem of third-party integrations, including cloud service providers, payment processors,
customer relationship management vendors, IoT devices, and national utility APIs. Failures in any part of this interconnected system
— including API deprecations, cybersecurity breaches, or latency issues — may cause disruption to our end-user experience,
erode partner confidence, and impact recurring revenues. Similarly, our aerial robotics systems depend on sensor components, edge processors,
and embedded firmware that must evolve in parallel to stay competitive.
Our
products may become obsolete and decreased availability or increased costs of key logistics and supply chain inputs, including third-party
supplies of equipment and materials could impact our ability to keep pace with current innovations.
Designing
and maintaining our autonomous aerial robots for the agriculture technology sector is both capital-intensive and technically demanding.
Changes in sensor availability, battery technology, or regulatory certification requirements could render existing units obsolete. Moreover,
adding new payloads or sensors may reduce drone endurance or performance, which could affect commercial viability. We may face delays
in manufacturing or supply chain disruptions that limit our ability to scale.
Rapid
advancements in robotics and AI technology can potentially outpace our current offerings. Failure to manage our resources effectively
and continue to innovate could negatively affect our competitive edge.
Developing
cutting-edge solutions across three sectors — agriculture, customer experience, and property technology — requires substantial
investment in engineering, design, support, and compliance. Balancing innovation pipelines across diverse verticals may strain internal
resources and increase customer support costs. These factors may compress margins and extend time-to-market for key enhancements, particularly
if we cannot achieve efficient cross-platform reuse or economies of scale.
Our
business is dependent on consumer awareness and market acceptance of our products. We may not be able to anticipate and react to trends
within the industries we target in a timely manner or accurately assess the impact that such trends may have on consumer preferences.
There
is no assurance that our future technologies — whether in UAV automation, speech intelligence, or AI-driven utility switching —
will gain market acceptance. Customers may prefer more established or lower-cost alternatives, especially during economic downturns.
Even successful technology launches may cannibalize revenue from existing services or require changes in pricing strategy, which could
result in temporary or permanent revenue dilution.
Data
privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and
subject us to possible sanctions and other penalties.
The
platform processes large volumes of sensitive customer and employee data. Non-compliance with global data privacy regulations —
including the GDPR, the CCPA, and other jurisdiction-specific frameworks — could result in substantial fines, lawsuits, and reputational
damage. A cybersecurity breach or misuse of AI-generated recommendations could further erode customer trust and lead to legal liabilities.
Braiin
faces both external and internal cybersecurity threats.
Braiin
faces external threats from sophisticated cybercriminals, state-sponsored actors, and hacktivists attempting to gain unauthorized access,
disrupt operations, or steal sensitive data. Braiin also faces insider threats, whether intentional or unintentional, that pose a substantial
risk. These could stem from disgruntled employees, inadequate access controls, or negligent behaviors.
In
the future, we may use “open source” software components in our solutions as well as other licensed software, which may require
that we release the source code of certain software subject to open source licenses or subject us to possible litigation or other actions
that could adversely affect our business.
In
the future, we may utilize software that is licensed under so-called “open source,” “free” or other similar licenses,
or that contain components that are licensed in such manner. Any use of open source software may entail different or greater risks than
use of third-party commercial software. Open source licensors sometimes do not provide warranties or other contractual protections regarding
infringement claims or the quality of the code, and open source software is sometimes made available to the general public on an “as-is”
basis under the terms of a non-negotiable license. In addition, if we combine our proprietary software with open source software in a
certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the
public. We do not believe we have combined any of our proprietary software with open source software in such a manner, but if that were
to occur this would allow our competitors to create similar offerings with lower development effort and time.
In
the future, we may also face claims alleging noncompliance with open source license terms or other license terms, or infringement or
misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly license or require
us to devote additional research and development resources to change our software, any of which would have a negative effect on our business
and results of operations. Few courts have interpreted open source licenses and these licenses could be construed in a way that could
impose unanticipated conditions or restrictions on our ability to use our proprietary software. We cannot guarantee that we will incorporate
open source or other software in our software in a manner that will not subject us to liability or require us to release the source code
of our proprietary software to the public.
Braiin’s
vulnerability assessment focuses and mitigation strategies may not be effective.
Braiin
is undertaking a vulnerability assessment focusing on three main areas:
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Network
Security: Vulnerabilities within the network infrastructure, including outdated software, unpatched systems, or misconfigured devices,
create entry points for potential breaches; |
| |
● |
Data
Security: Storage, transmission, and handling of sensitive data may be vulnerable to breaches if encryption protocols, data classification,
and access controls are not robustly implemented; and |
| |
● |
Third-party
Risks: Dependencies on third-party vendors or partners may introduce vulnerabilities if their security standards do not align with
Braiin’s. |
Braiin
is also developing the following mitigation strategies to minimize the cyber risk to Braiin:
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● |
Cybersecurity
Framework: Implementing a robust cybersecurity framework (to identify, protect, detect, respond to, and recover from cyber threats; |
| |
● |
Regular
Assessments and Audits: Conducting frequent security assessments, penetration testing, and audits to identify and remediate vulnerabilities; |
| |
● |
Employee
Training and Awareness: Continuous training programs to educate employees about cybersecurity best practices and the importance of
adhering to security protocols; |
| |
● |
Incident
Response Plan: Developing and regularly testing an incident response plan to ensure a swift and coordinated response to cyber incidents; |
| |
● |
Cyberattacks
and security breaches of Braiin’s systems, or those impacting its customers or third parties, could adversely impact its brand
and reputation and its business, operating results and financial condition; |
| |
● |
Because
of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure; and |
| |
● |
Successful
technical development of Braiin’s products does not guarantee successful commercialization. |
There
can be no guarantee that Braiin’s assessments and minimization strategies will be effective at identifying and protecting Braiin
from cybersecurity attacks.
Cyberattacks
and security breaches of Braiin’s systems, or those impacting its customers or third parties, could adversely impact its brand
and reputation and its business, operating results and financial condition.
Braiin’s
business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider
and other personal data, as well as information required to access customer assets. Any actual or perceived security breach of Braiin
or its third-party partners may:
| |
● |
harm
its reputation and brand; |
| |
● |
result
in its systems or services being unavailable and interrupt its operations; |
| |
● |
result
in improper disclosure of data and violations of applicable privacy and other laws; |
| |
● |
result
in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure; |
| |
● |
cause
Braiin to incur significant remediation costs; |
| |
● |
lead
to theft of irretrievable loss of its or its customers’ assets; |
| |
● |
reduce
customer confidence in, or decreased use of, its products and services; |
| |
● |
divert
the attention of management from the operation of its business; |
| |
● |
result
in significant compensation or contractual penalties from Braiin to its customers or third parties as a result of losses to them or
claims by them; and |
| |
● |
adversely
affect its business and operations results. |
Further,
any actual or perceived breach or cybersecurity attack directed at other similar institutions, whether or not Braiin is directly impacted,
could lead to a general loss of customer confidence in the use of its technology, which could negatively impact Braiin including the
market perception of the effectiveness of its security measures and technology infrastructure.
An
increasing number of organizations, including large businesses, technology companies and financial institutions, as well as government
institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted
attacks, including on their websites, mobile applications, and infrastructure. Attacks upon systems across a variety of industries are
increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded,
and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access
to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems
are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched
against a target. These attacks may occur on Braiin’s systems or those of its third-party service providers or partners. Certain
types of cyberattacks could harm Braiin even if its systems are left undisturbed. For example, attacks may be designed to deceive employees
and service providers into releasing control of Braiin’s systems to a hacker, while others may aim to introduce computer viruses
or malware into Braiin’s systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed
to remain dormant or undetectable until launched against a target and Braiin may not be able to implement adequate preventative measures.
Although
Braiin does not have a past history of material security breaches or cyberattacks and does not believe it is a target of such breaches
or attacks, Braiin has developed systems and processes designed to protect the data it manages, prevent data loss and other security
breaches, effectively respond to known and potential risks. Braiin expects to continue to expend significant resources to bolster these
protections, but there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.
Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage,
and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated
and difficult to detect. As a result, Braiin’s costs and the resources it devotes to protecting against these advanced threats
and their consequences may increase over time.
Although
Braiin maintain insurance coverage that it believes is adequate for its business, it may be insufficient to protect Braiin against all
losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from
such events. Outages and disruptions of Braiin’s systems, including any caused by cyberattacks, may harm our reputation and Braiin’s
business, operating results, and financial condition.
Braiin
have developed the Braiin Security Management Plan to address the issues of cyber risk to the Company. The Security Management Plan for
Braiin provides a robust framework for safeguarding information assets and responding effectively to cyber threats. Through preventive
measures, enhanced detection capabilities, and a well-defined incident response plan, Braiin aims to ensure the ongoing integrity and
security of its operations.
| |
● |
Braiin
addresses the risks of security breaches, cyberattacks, and other types of unlawful activity by: |
| |
|
● |
Engaging
with a team of security experts who are constantly working to identify and mitigate threats. |
| |
|
● |
Using
a variety of security measures, such as firewalls, intrusion detection systems, and data encryption. |
| |
|
● |
Has
a business continuity plan in place to ensure that the company can continue to operate in the event of a security breach. |
| |
|
● |
Regularly
training its employees on cybersecurity best practices. |
Because
of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure.
Potential
investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems
include, but are not limited to, unanticipated technical problems that extend the time and cost of product development, or unanticipated
problems with the operation of Braiin’s technology or that with which Braiin is licensing that also extend the time and cost of
product development.
Successful
technical development of Braiin’s products does not guarantee successful commercialization.
Braiin
may successfully complete the technical development for one or all of its product development programs, but still fail to develop a commercially
successful product for a number of reasons, including among others the following:
| |
● |
Ineffective
distribution and marketing; |
| |
● |
Lack
of sufficient cooperation from its partners; and |
| |
● |
Demonstrations
of the products not aligning with or meeting customer needs. |
Braiin’s
success in the market for the products it develops will depend largely on its ability to prove its products’ capabilities. Upon
demonstration, Braiin’s products and/or technology may not have the capabilities they were designed to have or that Braiin believed
they would have. Furthermore, even if Braiin does successfully demonstrate its products’ capabilities, potential customers may
be more comfortable doing business with a larger, more established, more proven company than Braiin. Moreover, competing products may
prevent Braiin from gaining wide market acceptance of its products. Significant revenue from new product investments may not be achieved
for a number of years, if at all.
Risks
Related to Intellectual Property
Braiin’s
intellectual property rights are valuable, and any inability to protect them could adversely impact Braiin’s business, operating
results, and financial condition.
Braiin’s
business depends in large part on its proprietary technology and its brand. Braiin relies on, and expects to continue to rely on, a combination
of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with
its employees, contractors, consultants, and third parties with whom it has relationships, to establish and protect its brand and other
intellectual property rights.
Braiin’s
efforts to protect its intellectual property rights may not be sufficient or effective. Braiin’s proprietary technology and trade
secrets could be lost through misappropriation or breach of its confidentiality and license agreements, and any of its intellectual property
rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance
that Braiin’s intellectual property rights will be sufficient to protect against others offering products, services, or technologies
that are substantially similar to ours and that compete with its business.
As
Braiin grows, it will seek to obtain and protect its intellectual property rights in an increasing number of countries, a process that
can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental
intellectual property agencies require compliance with a number of procedural requirements to complete the trademark application process
and to maintain issued trademarks, and noncompliance or non-payment could result in abandonment or lapse of a trademark or trademark
application, resulting in partial or complete loss of trademark rights in a relevant jurisdiction. Further, intellectual property protection
may not be available to us in every country in which Braiin’s products and services are available. Braiin may also agree to license
its intellectual property to third parties as part of various agreements. Those licenses may diminish Braiin’s ability, though,
to counter-assert its intellectual property rights against certain parties that may bring claims against it.
In
the future Braiin may be sued by third parties for alleged infringement of their proprietary rights.
In
recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development
activity, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large
financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose
of making claims of infringement to extract settlements from companies like ours. Braiin’s use of third-party intellectual property
rights also may be subject to claims of infringement or misappropriation.
Braiin
cannot guarantee that its internally developed or acquired/licensed technologies and content do not or will not infringe the intellectual
property rights of others. From time to time, Braiin’s competitors or other third parties may claim that it is infringing upon
or misappropriating their intellectual property rights, and Braiin may be found to be infringing upon such rights. Any claims or litigation
could cause Braiin to incur significant expenses and, if successfully asserted against Braiin, could require that Braiin pay substantial
damages or ongoing royalty payments, prevent Braiin from offering its products or services or using certain technologies, force Braiin
to implement expensive work-arounds, or impose other unfavorable terms. Braiin’s exposure to damages resulting from infringement
claims could increase and this could further exhaust its financial and management resources. Further, during the course of any litigation,
Braiin may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and
investors regard these announcements as negative, the market price of Braiin’s Ordinary Shares may decline. Even if intellectual
property claims do not result in litigation or are resolved in Braiin’s favor, these claims, and the time and resources necessary
to resolve them, could divert the resources of its management and require significant expenditures. Any of the foregoing could prevent
Braiin from competing effectively and could have an adverse effect on its business, operating results, and financial condition.
If
Braiin fails to protect its intellectual property rights, it could lose its ability to compete in the marketplace.
Braiin’s
intellectual property and proprietary rights are important to its ability to remain competitive and for the success of its products and
its business. Braiin relies on, and in the future may rely on, a combination of patent, trademark and trade secret laws as well as confidentiality
agreements and procedures, non-compete agreements and other contractual provisions to protect its intellectual property, other proprietary
rights and its brand. Braiin has confidentiality agreements in place with its consultants, customers and certain business suppliers and
plans to require future employees to enter into confidentiality and non-compete agreements. Braiin has little protection when its must
rely on trade secrets and nondisclosure agreements. Braiin’s intellectual property rights may be challenged, invalidated or circumvented
by third parties. Braiin may not be able to prevent the unauthorized disclosure or use of its technical knowledge or other trade secrets
by employees or competitors. Furthermore, Braiin’s competitors may independently develop technologies and products that are substantially
equivalent or superior to its technologies and/or products, which could result in decreased revenues. Moreover, the laws of foreign countries
may not protect Braiin’s intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to
enforce Braiin’s intellectual property rights which could result in substantial costs to it and substantial diversion of management
attention.
If
Braiin does not adequately protect its intellectual property, its competitors could use it to enhance their products. Braiin’s
inability to adequately protect its intellectual property rights could adversely affect its business and financial condition, and the
value of its brand and other intangible assets.
Other
companies may claim that Braiin infringes their intellectual property, which could materially increase our costs and harm Braiin’s
ability to generate future revenue and profit.
Braiin
does not believe that it infringes the proprietary rights of any third party, but claims of infringement are becoming increasingly common,
and third parties may assert infringement claims against Braiin. It may be difficult or impossible to identify, prior to receipt of notice
from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States
or in foreign jurisdictions. Any such assertion may result in litigation or may require Braiin to obtain a license for the intellectual
property rights of third parties. If Braiin is required to obtain licenses to use any third-party technology, Braiin would have to pay
royalties, which may significantly reduce any profit on its products. In addition, any such litigation could be expensive and disruptive
to Braiin’s ability to generate revenue or enter into new market opportunities. If any of Braiin’s products were found to
infringe other parties’ proprietary rights and Braiin was unable to come to terms regarding a license with such parties, Braiin
may be forced to modify its products to make them non-infringing or to cease production of such products altogether.
The
nature of Braiin’s business involves significant risks and uncertainties that may not be covered by insurance or indemnity.
Braiin
develops and sells products where insurance or indemnification may not be available, including:
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Designing
and developing products using advanced technologies in intelligence and homeland security applications that are intended to operate
in high demand, high risk situations; and |
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Designing
and developing products to collect, distribute and analyze various types of information. |
Certain
products may raise questions with respect to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and
similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure
of technologies developed or deployed may be available in certain circumstances but not in others. Braiin is not able to maintain insurance
to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of its product, or
liability arising from its products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available
or was not obtained) could harm Braiin’s financial condition, cash flows, and operating results. Any accident, even if fully covered
or insured, could negatively affect Braiin’s reputation among our customers and the public, and make it more difficult for Braiin
to compete effectively.
Risks
Related to Legal, Compliance and Regulations
Braiin
is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing
requirements and subject Braiin to liability if it is not in compliance with applicable laws.
Exports
of Braiin’s technologies must be made in compliance with laws in regulations in the jurisdictions in which it operates. If Braiin
fails to comply with these laws and regulations, Braiin and certain of its employees could be subject to substantial civil or criminal
penalties, including the possible loss of export or import privileges; fines, which may be imposed on Braiin and the responsible employees
or managers; and, in extreme cases, the incarceration of the responsible employees or managers.
In
addition, changes in Braiin’s technologies or changes in applicable export or import laws and regulations may create delays in
the introduction and sale of products containing Braiin’s technologies in international markets, prevent Braiin’ customers
from deploying their products or, in some cases, prevent the export or import of Braiin’ technologies to certain countries, governments
or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations,
or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased
use of Braiin’ technologies, or in its decreased ability to export or sell its products to existing or potential customers. Any
decreased use of Braiin’ technologies or limitation on Braiin’ ability to export or sell such technologies would likely adversely
affect its business, financial condition and results of operations.
Braiin
is subject to anti-corruption and anti-money laundering laws with respect to both its domestic and international operations, and non-compliance
with such laws can subject Braiin to criminal and civil liability and harm its business.
Braiin
is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. §
201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it
conducts activities. Anti-corruption laws are interpreted broadly and prohibit Braiin from authorizing, offering, or directly or indirectly
providing improper payments or benefits to recipients in the public or private sector. Braiin may have direct and indirect interactions
with government agencies and state affiliated entities and universities in the course of its business. Braiin may also have certain matters
come before public international organizations such as the United Nations. Braiin uses third-party contractors, strategic commercial
partners, law firms, and other representatives for certain aspects of regulatory compliance, patent registration, lobbying, deregulation
advocacy, field testing, and other purposes in a variety of countries. Braiin can be held liable for the corrupt or other illegal activities
of these third-parties, Braiin’s employees, representatives, contractors and agents, even if Braiin does not explicitly authorize
such activities. In addition, although Braiin has implemented policies and procedures to ensure compliance with anti-corruption and related
laws, there can be no assurance that all of its employees, representatives, contractors, partners, or agents will comply with these laws
at all times. Noncompliance with these laws could subject Braiin to whistleblower complaints, investigations, sanctions, settlements,
prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions,
suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm,
adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other
sanctions are imposed, or if Braiin does not prevail in any possible civil or criminal litigation, its business, results of operations
and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant
diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions
and sanctions could further harm Braiin’ business, results of operations and financial condition.
Government
regulation is evolving, and unfavorable changes could harm our business.
We
are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, e-commerce,
electronic devices, and other services. Existing and future laws and regulations may impede establishment of our business and our growth.
These regulations and laws could cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications,
electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications,
competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered
Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and
the commercial operation of UAVs. It is not clear how existing laws governing issues such as property ownership, libel, and personal
privacy apply to the Internet, e-commerce, digital content, and web services. Jurisdictions may regulate consumer-to-consumer online
businesses, including certain aspects of our seller programs. Unfavorable regulations and laws could diminish the demand for our products
and services and increase our cost of doing business.
Risks
Related to Australia
As
a foreign private issuer, Braiin will be exempt from a number of rules under the Exchange Act, Braiin will be permitted to file less
information with the SEC than domestic companies and permitted to follow home country practice in lieu of the listing requirements of
the Primary Exchange, subject to certain exceptions. Accordingly, there may be less publicly available information concerning Braiin
than there is for issuers that are not foreign private issuers.
As
a foreign private issuer, Braiin will be exempt from certain rules under the Exchange Act, including certain disclosure and procedural
requirements applicable to proxy solicitations under Section 14 of the Exchange Act, Braiin’s Board, officers and principal shareholders
are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act, and Braiin
is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities
are registered under the Exchange Act but are not foreign private issuers. Foreign private issuers are also not required to comply with
Regulation Fair Disclosure (“Regulation FD”), which restricts the selective disclosure of material non-public information.
Accordingly, there may be less publicly available information concerning Braiin than there is for companies whose securities are registered
under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by
such companies.
In
addition, certain information may be provided by Braiin in accordance with Australian law, which may differ in substance or timing from
such disclosure requirements under the Exchange Act. As a foreign private issuer, under the Primary Exchange rules Braiin is subject
to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the Primary Exchange permit a foreign
private issuer to follow its home country practice in lieu of the listing requirements of the Primary Exchange, including, for example,
certain internal controls as well as board, committee and director independence requirements. If Braiin determines to follow Australian
corporate governance practices in lieu of the Primary Exchange corporate governance standards, Braiin will disclose each the Primary
Exchange rule that Braiin does not intend to follow and describe the Australian practice that we will follow in lieu thereof.
It
may be difficult to enforce a judgment in the United States against Braiin and its officers and directors, assert U.S. securities laws
claims in Australia or serve process on Braiin’s officers and directors.
Braiin
is incorporated in Australia. The majority of Braiin’s directors and executive officers are and will be non-residents of the United
States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not
be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments
obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is
doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil
liabilities to the extent predicated upon the federal securities laws of the United States. In Australia, civil liability of directors
and officers is dealt with by both common law and by various statutes, including the Corporations Act and the Civil Liability Act 2003
(Qld).
Braiin
may be affected by fluctuations in currency exchange rates.
Braiin
is potentially exposed to adverse as well as beneficial movements in currency exchange rates. An increase in the value of the dollar
could increase the real cost to Braiin’s customers of its products in those markets outside the U.S. where Braiin sells in dollars,
and a weakened dollar could increase the cost of local operating expenses from sources outside the United States, and overseas capital
expenditures. Braiin also conducts certain investing and financing activities in local currencies. Therefore, changes in exchange rates
could harm Braiin’s financial condition and results of operations.
Risks
Related to This Offering and Ownership of Our Ordinary Shares
The
direct listing process differs from an initial public offering underwritten on a firm-commitment basis.
This
is not an underwritten initial public offering of ordinary shares. This listing of our ordinary shares on the Primary Exchange differs
from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:
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There
are no underwriters engaged on a firm-commitment basis. Consequently, prior to the opening of trading on the Primary Exchange, there
will be no traditional book building process and no price at which underwriters initially sold shares to the public to help inform
efficient and sufficient price discovery with respect to the opening trades on the Primary Exchange. Therefore, buy and sell orders
submitted prior to and at the opening of trading of our ordinary shares on the Primary Exchange will not have the benefit of being
informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case
in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment
underwritten basis assuming risk in connection with the initial resale of shares of our ordinary shares. In an initial public offering
underwritten on a firm-commitment basis, the underwriters may engage in “covered” short sales in an amount of shares
representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase
shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of
shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option
to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may
undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will
be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could
be greater volatility in the public price of our ordinary shares during the period immediately following the listing. See also “—
Our ordinary shares have no prior public market. An active trading market may not develop or continue to be liquid and the market
price of our ordinary shares may be volatile.” |
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There
is not a fixed number of ordinary shares available for sale. Therefore, there can be no assurance that any Registered Shareholders
or other existing shareholders will sell any or all of their ordinary shares and there may initially be a lack of supply of, or demand
for, our ordinary shares on the Primary Exchange. Alternatively, we may have a large number of Registered Shareholders or other existing
shareholders who choose to sell their ordinary shares in the near term resulting in an oversupply of our ordinary shares, which could
adversely impact the public price of our ordinary shares once listed on the Primary Exchange and thereafter. |
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None
of our Registered Shareholders or other existing shareholders have entered into contractual lock-up agreements or other contractual restrictions
on transfer, except for existing Registered Shareholders holding 10,000 shares or more immediately prior to the effectiveness of
this Registration Statement (“Lock-Up Shareholders”). Such shareholders are subject to a 12-month transfer restriction,
commencing on the date the Company’s ordinary shares begin trading on the Nasdaq Stock Market. In a firm-commitment
underwritten initial public offering, it is customary for an issuer’s officers, directors, and most of its other shareholders
to enter into a 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such
initial public offering. Consequently, any of our shareholders with the exception of Lock-Up Shareholders, including our
directors and officers who own our ordinary shares and other significant shareholders, may sell any or all of their ordinary shares
at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a
significant volume in a short period of time following our listing, it may result in an oversupply of our ordinary shares in the
market, which could adversely impact the public price of our ordinary shares. |
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We
will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on the Primary Exchange.
Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor
day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to
investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow
presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees
that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow”
conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price
discovery with respect to our ordinary shares or sufficient demand among investors immediately after our listing, which could result
in a more volatile public price of our ordinary shares |
Such
differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our ordinary shares
and uncertain trading volume, which may adversely affect your ability to sell any ordinary shares that you may purchase.
Our
ordinary shares currently have no public market. An active trading market may not develop or continue to be liquid and the market
price of shares of our ordinary shares may be volatile.
We
expect our ordinary shares to be listed and traded on the Primary Exchange. Prior to the listing on the Primary Exchange, there has not
been a public market for any of our securities, and an active market for our ordinary shares may not develop or be sustained after the
listing, which could depress the market price of shares of our ordinary shares and could affect the ability of our shareholders to sell
our ordinary shares. In the absence of an active public trading market, investors may not be able to liquidate their investments in our
ordinary shares. An inactive market may also impair our ability to raise capital by selling shares of our ordinary shares, our ability
to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using
shares of our ordinary shares as consideration.
In
addition, we cannot predict the prices at which our ordinary shares may trade on the Primary Exchange following the listing of our ordinary
shares, and the market price of our ordinary shares may fluctuate significantly in response to various factors, some of which are beyond
our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial
public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares
to the public to help inform efficient price discovery with respect to the opening trades on the Primary Exchange. On the day that our
ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing, pre-opening
buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders.
The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along
with other indicative imbalance information, to market participants by the Primary Exchange on its NOII and BookViewer tools. Following
the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial
advisor to perform the functions under the Primary Exchange Rule 4120(c)(8), must notify the Primary Exchange that our shares are “ready
to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready to trade, the Primary Exchange
will calculate the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange rules. If the Advisor then
approves proceeding at the Current Reference Price, the Primary Exchange will conduct a price validation test in accordance with the
Primary Exchange Rule 4120(c)(8). As part of conducting such price validation test, the Primary Exchange may consult with the Advisor,
if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation
tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered
will be executed at such price and regular trading of shares of our ordinary shares on the Primary Exchange will commence. The Advisor
will determine when our ordinary shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations
of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable
amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference
Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening
buy and sell interest), the Advisor will request that the Primary Exchange delay the open until such a time that sufficient price discovery
has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”
Additionally,
prior to the opening trade, there will not be a price at which underwriters initially sold ordinary shares to the public as there would
be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact
the range of buy and sell orders collected by the Primary Exchange from various broker-dealers. Consequently, upon listing on the Primary
Exchange, the public price of our ordinary shares may be more volatile than in a firm-commitment underwritten initial public offering
and could decline significantly and rapidly.
Furthermore,
because of our novel listing process on the Primary Exchange, the Primary Exchange’s rules for ensuring compliance with its initial
listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior
active public trading market for our ordinary shares, if the price of our ordinary shares or our market capitalization falls below those
required by the Primary Exchange’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be
required to delist.
In
addition, because of our novel listing process and the potential consumer awareness and brand recognition of Braiin, individual
investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our ordinary
shares on the Primary Exchange and may participate more in our initial trading than is typical for a firm-commitment underwritten initial
public offering. These factors could result in a public price of our ordinary shares that is higher than other investors (such as institutional
investors) are willing to pay, which could cause volatility in the trading price of our ordinary shares and an unsustainable trading
price if the price of our ordinary shares significantly rises upon listing and institutional investors believe our ordinary shares is
worth less than retail investors, in which case the price of our ordinary shares may decline over time. Further, if the public price
of our ordinary shares is above the level that investors determine is reasonable for our ordinary shares, some investors may attempt
to short our ordinary shares after trading begins, which would create additional downward pressure on the public price of our ordinary
shares. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce
the value of our ordinary shares and cause volatility in the trading price of our ordinary shares.
The
public price of our ordinary shares following the listing also could be subject to wide fluctuations in response to the risk factors
described in this prospectus and others beyond our control, including:
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changes
in the industries in which we operate; |
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variations
in our operating performance and the performance of our competitors in general; |
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or anticipated fluctuations in our quarterly or annual operating results; |
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publication
of research reports by securities analysts about us or our competitors or our industry; |
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the
public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
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our
failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to
the market; |
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additions
and departures of key personnel; |
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changes
in laws and regulations affecting our business; |
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commencement
of, or involvement in, litigation involving us; |
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changes
in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
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the
volume of shares of our ordinary shares available for public sale; and |
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general
economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs,
social, political and economic risks and acts of war or terrorism. |
In
addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices
of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance
of those companies. These fluctuations may be even more pronounced in the trading market for our ordinary shares shortly following the
listing of our ordinary shares on the Primary Exchange as a result of the supply and demand forces described above. In the past, shareholders
have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities
litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our
business, results of operations and financial condition.
Future
sales of ordinary shares by our Registered Shareholders and other existing shareholders could cause our share price to decline.
We
currently expect our ordinary shares to be listed and traded on the Primary Exchange. Prior to listing on the Primary Exchange, there
has been no public market for our ordinary shares and there has not been a sustained history of trading in our ordinary shares in “over-the-counter”
markets. While our ordinary shares may be sold after our listing on the Primary Exchange by the Registered Shareholders pursuant to this
prospectus or by our other existing shareholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten
initial public offering, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their
ordinary shares and there may initially be a lack of supply of, or demand for, ordinary shares on the Primary Exchange. As described
herein, certain shares of our ordinary shares outstanding as of the date hereof will be registered under this registration statement.
There can be no assurance that the Registered Shareholders and other existing shareholders will not sell all of their ordinary shares,
resulting in an oversupply of our ordinary shares on the Primary Exchange. In the case of a lack of supply of our ordinary shares, the
trading price of our ordinary shares may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing
our ordinary shares if they are unable to purchase a block of our ordinary shares in the open market due to a potential unwillingness
of our existing shareholders to sell a sufficient amount of ordinary shares at the price offered by such institutional investors and
the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our ordinary
shares, the market for our ordinary shares may be more volatile without the influence of long-term institutional investors holding significant
amounts of our ordinary shares. In the case of a lack of market demand for our ordinary shares, the trading price of our ordinary shares
could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our ordinary shares
may not initially develop or be sustained, which could significantly depress the public price of our ordinary shares and/or result in
significant volatility, which could affect your ability to sell your ordinary shares.
Limitations
on investors’ ability to trace their shares to this registration statement may preclude claims under Sections 11 and 12 of the
Securities Act, potentially reducing our liability exposure and limiting investors’ remedies.
In
connection with this direct listing, we are registering 68,696,076 ordinary shares, all of which may be sold into the public market.
Unlike in a traditional initial public offering, where all shares sold in the public market are issued pursuant to a registration statement,
in a direct listing, both registered and unregistered shares may become freely tradeable simultaneously. As a result, purchasers in the
public market following our direct listing may not be able to determine whether their shares were issued pursuant to this registration
statement.
The
ability to bring a claim under Section 11 of the Securities Act of 1933 requires that the security purchased be traceable to the allegedly
defective registration statement. In Slack Technologies, LLC v. Pirani, 598 U.S. 759 (2023), the U.S. Supreme Court held that Section
11 applies only to shares that are actually issued pursuant to the registration statement. The U.S. Court of Appeals for the Ninth Circuit,
in its 2025 opinion on remand, confirmed that the tracing requirement applies in the context of direct listings and that tracing shares
to a registration statement is particularly difficult where registered and unregistered shares begin trading at the same time.
Accordingly,
if you purchase our ordinary shares in the open market following this direct listing, you may not be able to assert claims under
Section 11 or Section 12(a)(2) of the Securities Act for any material misstatements or omissions in this registration statement or related
prospectus. This limitation may reduce the potential remedies available to investors, limit recovery in the event of a violation of the
federal securities laws, and adversely affect the market price of our ordinary shares. Moreover, because our potential liability
under the Securities Act may be reduced as compared to a traditional IPO, investors may face greater risk in the event of inaccurate
or incomplete disclosures.
We
may not be able to satisfy listing requirements of the Primary Exchange or obtain or maintain a listing of our ordinary shares on the
Primary Exchange.
We
intend to apply to list our ordinary shares on the Primary Exchange, however there can be no guarantee our ordinary shares will be approved
for listing. If our ordinary shares are listed on the Primary Exchange, we must meet certain financial and liquidity criteria to obtain
and maintain such listing. If we violate the Primary Exchange’s listing requirements, or if we fail to meet any of the Primary
Exchange’s listing standards, our ordinary shares may be delisted. In addition, our board of directors may determine that the cost
of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ordinary shares
from the Primary Exchange may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an
adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary
shares could significantly impair our ability to raise capital and the value of your investment.
We
may not be able to meet each of the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for direct listings.
We
have applied to have our ordinary shares listed on Nasdaq Global Market. In order for Nasdaq Global Market to approve our listing application,
we will need to meet the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for direct listings, as
provided in Nasdaq Listing Rules 5405(a) and 5405(b)(3) and IM-5405-1. While we expect to meet all listing requirements, no assurance
can be that we will meet all such requirements or that our application will be approved by Nasdaq. In the event that we were unable to
meet such requirements or if our ordinary shares were otherwise not approved for listing by Nasdaq, our ordinary shares would not be
listed on Nasdaq Global Market. If this were to occur, we could face significant material adverse consequences, including:
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A
limited availability of market quotations for our securities; |
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Reduced
liquidity for our securities; |
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A
determination that our ordinary share is “penny stock” that will require brokers trading in our ordinary shares to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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A
limited to no amount of new and analyst coverage; and |
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A
limited ability to issue additional securities or to obtain financing in the future. |
Furthermore,
if our ordinary shares are not listed on Nasdaq Global Market or any other national securities exchange, we will not be able to qualify
for certain federal preemption and would be subject to laws and regulations in each state in which we offer our securities.
You
may be diluted by future issuances of preferred stock or additional ordinary shares in connection with our incentive plans, acquisitions
or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock
price.
Prior
to the effectiveness of the registration statement of which this prospectus forms a part, we adopted an amended and restated certificate
of incorporation which will authorize us to issue ordinary shares and options, rights, warrants and appreciation rights relating to our
ordinary shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We
could issue a significant number of ordinary shares in the future in connection with investments or acquisitions. Any of these issuances
could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse
effect on the market price for the shares of our ordinary shares.
The
future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our
ordinary shares, either by diluting the voting power of our ordinary shares if the preferred stock votes together with the ordinary shares
as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class
vote, even if the action were approved by the holders of our shares of our ordinary shares.
The
future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable
to the holders of preferred stock could adversely affect the market price for our ordinary shares by making an investment in the ordinary
shares less attractive. For example, investors in the ordinary shares may not wish to purchase ordinary shares at a price above the conversion
price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase
ordinary shares at the lower conversion price, causing economic dilution to the holders of ordinary shares.
Because
we have no current plans to pay cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your
ordinary shares for a price greater than that which you paid for it.
We
currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business,
and therefore we do not anticipate declaring or paying any cash dividends on our ordinary shares in the foreseeable future. Any future
determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition,
operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Our future ability to pay cash dividends on our ordinary shares may also be limited by the terms of any future debt securities or credit
facility. As a result, capital appreciation, if any, of the ordinary shares you purchase in this offering will be your sole source of
gain for the foreseeable future.
Upon the completion of this offering, we
will be a “controlled company” within the meaning of the corporate governance rules of the Primary Exchange and, as a result,
will qualify for exemptions from certain corporate governance requirements. Although we do not currently intend to rely on any such exemptions,
we may do so in the future and if we utilize any of the exemptions, you will not have the same protections as those afforded to shareholders
of companies that are subject to such governance requirements.
Upon the completion of this offering, our founder
and Chief Executive Officer, Natraj Balasubramanian, will control approximately 61% of total voting power. As a result, we will be a
“controlled company” under the rules of the Primary Exchange. Under these rules, a listed company of which more than 50%
of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company”
and is not required to comply with certain corporate governance requirements, including the requirements that, within one year of the
date of the listing of our ordinary shares, we have a:
| ● | board
of directors that is composed of a majority of “independent directors,” as defined
under the rules of such exchange; |
| ● | compensation
committee that is composed entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and |
| ● | nominating
and corporate governance committee that is composed entirely of independent directors with
a written charter addressing the committee’s purpose and responsibilities. |
Although we do not currently intend to rely on
any such exemptions, we may do so in the future and if we utilize any of the “controlled company exemptions,” you will
not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements
of the Primary Exchange.
We
are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth
companies and smaller reporting companies may make our ordinary shares less attractive to investors.
We
are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies
that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards,
(iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements
and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer
an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other
public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the
extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private
companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements
of other companies who have adopted the new or revised accounting standards.
We
will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of this
offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last
day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange
Act, which would occur if the market value of our ordinary shares held by non-affiliates was $700.0 million or more as of the last business
day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period.
We
are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies until the fiscal year following the determination that our voting and non-voting ordinary shares held by non-affiliates
is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million
during the most recently completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is $700 million or
more measured on the last business day of our second fiscal quarter.
It
is possible that some investors will find our ordinary shares less attractive as a result of the foregoing, which may result in a less
active trading market for our ordinary shares and higher volatility in our stock price.
The
public price of our ordinary shares, upon listing on the Primary Exchange, may have little or no relationship to the historical sales
prices of our ordinary shares in private transactions.
Prior
to listing on the Primary Exchange, there has been no public market for our ordinary shares. Recent purchase prices of our ordinary
shares in private transactions may have little or no relation to the opening public price of our ordinary shares on the Primary
Exchange or the subsequent trading price of our ordinary shares on the Primary Exchange. Our ordinary shares have a limited
history of trading in private transactions. See “Sale Price History of our Capital Stock” below. However, this information
may have little or no relation to broader market demand for our ordinary shares and thus the initial public price of our ordinary shares
on the Primary Exchange once trading begins. As a result, you should not place undue reliance on these historical sales prices as they
may differ materially from the opening public prices and subsequent public prices of our ordinary shares on the Primary Exchange. For
additional details about how the initial listing price on the Primary Exchange will be determined, see “Plan of Distribution.”
The
uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and
pricing challenges for our ordinary shares.
Few
companies have conducted direct listings, and the process by which shares of our ordinary shares will be listed on the Primary Exchange
is a novel process. The absence of a traditional underwritten offering may result in a less orderly market for our ordinary shares, increased
volatility in the trading price, and potential difficulties in achieving a stable market price. Unlike an initial public offering, there
is no firm-commitment underwritten offering to help inform efficient and sufficient price discovery. Consequently, the public price of
our ordinary shares may be more volatile than it would be if shares were initially listed in connection with a firm-commitment underwritten
initial public offering. In addition, the trading volume and price of shares of our ordinary shares may be more volatile and subject
to greater fluctuations due to the direct listing method.
The
direct listing process differs from an initial public offering underwritten on a firm-commitment basis and the impact of awareness of
our brand and investor recognition of our Company on the demand for our ordinary shares is unpredictable and our marketing and brand
development efforts may not be successful.
We
will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our ordinary shares on the
Primary Exchange. Instead, we may engage in certain investor presentations and educational meetings to enhance our brand awareness and
investor recognition of our Company. In advance of any investor presentation or educational meeting, we will announce the date for such
presentation or meeting through financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare
an electronic presentation for any investor presentation or educational meeting that we hold, and will make the presentation publicly
available, without restriction, on a website.
There
can be no assurance that any investor presentations or other educational meetings that we hold will have the same impact on awareness
of our brand and investor recognition of our Company as a traditional “roadshow” conducted in connection with a firm-commitment
underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our ordinary shares or
sufficient demand among investors immediately following our listing, which could result in a more volatile public price of our ordinary
shares.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements
of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position,
business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations,
future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In
some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain
these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:
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●
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the
implementation of our business model and our strategic plans for our business, product, services and technology; |
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our
commercialization and marketing capabilities and strategy; |
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●
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our
competitive position; |
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|
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●
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the
scope of protection that we able to establish and maintain for intellectual property rights covering our products, services and technology; |
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|
|
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●
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developments
and projections relating to our competitors and our industry; |
| |
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|
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●
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our
estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| |
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|
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●
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the
period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and
capital expenditure requirements; and |
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|
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●
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the
impact of new or existing laws and regulations on our business and strategy. |
We
have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which
we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and
these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only
as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, including, but not limited to,
those described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking
statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved
or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable
law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus,
whether as a result of any new information, future events or otherwise.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and you are cautioned not to unduly rely upon these statements.
MARKET
AND INDUSTRY DATA
This
prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and
the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based
on our management’s knowledge and experience in the markets in which we operate, together with currently available information
obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade
and business organizations, and other contacts in the markets in which we operate and which were not commissioned by the Company.
Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal
research.
In
presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources
and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry
data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data
is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other
limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance
of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described
in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors
could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are
cautioned not to place undue reliance on such market and industry data or any other such estimates.
TRADEMARKS,
SERVICE MARKS AND TRADENAMES
We
own or otherwise have rights to the trademarks, including those mentioned in this prospectus, used in conjunction with the operation
of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well
as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience,
trademarks, trade names and service marks referred to in this prospectus may appear without the ®, TM or SM
symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent
under applicable law, its rights to these trademarks, service marks and tradenames. We do not intend our use or display of other entities’
trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other entities.
OFFER
STATISTICS AND EXPECTED TIMETABLE
The
ordinary shares offered by this prospectus are registered for the account of the Registered Shareholders named in this prospectus. There
is no expected issue price. The Registered Shareholders may sell the ordinary shares at fixed prices, at prevailing market prices at
the time of sale or at negotiated prices. The approximate date of proposed sale of the ordinary shares is from time to time after the
registration statement of which this prospectus forms a part becomes effective, in amounts and on terms determined at the time of the
sale.
USE
OF PROCEEDS
The
Registered Shareholders may, or may not, elect to sell shares of our ordinary shares covered by this prospectus. To the extent any Registered
Shareholder chooses to sell shares of our ordinary shares covered by this prospectus, we will not receive any proceeds from any such
sales of our ordinary shares. See “Principal and Registered Shareholders.”
DIVIDEND
POLICY
We
have never declared or paid dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings
to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any dividends
on our ordinary shares in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will
be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results,
financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Our future ability to pay dividends on our ordinary shares may also be limited by the terms of any future debt securities or credit facility.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025, as follows:
| |
● |
on
an actual basis; |
| |
|
|
| |
● |
on
a pro forma basis to reflect adjustments that primarily reflect the conversion of convertible and SAFE notes into ordinary shares,
recognition of equity financing, and issuance of shares as purchase consideration. |
This
table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes,
and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing
elsewhere in this prospectus.
| | |
As of June 30, 2025 | |
| | |
Actual | | |
Pro Forma | |
| | |
(Unaudited) | |
| | |
(in thousands, except per share numbers) | |
| Cash and cash equivalents | |
$ | 111 | | |
$ | 4,284 | |
| Total Indebtedness | |
$ | 3,634 | | |
$ | 20,442 | |
| | |
| | | |
| | |
| Shareholders’ equity: | |
| | | |
| | |
| Ordinary shares, of which 11,069,578 shares are issued and outstanding,
actual; 68,696,076* shares issued and outstanding, pro forma | |
| 4 | | |
| 247,311 | |
| Foreign exchange reserve | |
| 45 | | |
| 45 | |
| Accumulated deficit | |
| (4,829 | ) | |
| (23,050 | ) |
| Total shareholders’ equity | |
$ | (4,780 | ) | |
$ | 224,306 | |
| Total capitalization (Total shareholder equity+Total indebtedness) | |
$ | (1,146 | ) | |
$ | 244,748 | |
*On
November 7, 2025, the Company effected a 4 for 1 stock split of its ordinary shares, whereby each outstanding share of ordinary shares
was converted into four ordinary shares for all periods presented. The pro forma adjusted column in the tables above reflects
the stock split described above. All share and per-share amounts in the pro-forma financial statements that are presented on a per share
basis have been retroactively adjusted for all periods presented to reflect the stock split.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION
Introduction
Braiin
is providing the following unaudited pro forma condensed consolidated combined financial statements to aid you in your analysis of the
financial aspects of the Direct Listing.
The
unaudited pro forma condensed consolidated combined financial information has been derived from and should be read in conjunction with,
the historical financial statements and related notes of Braiin, Nisus, Mirragin, VIS Networks and Connect Simple for the applicable
periods included elsewhere in this prospectus.
The
unaudited pro forma condensed consolidated combined financial statements have been presented for illustrative purposes only and do not
necessarily reflect what the combined company’s financial condition or results of operations would have been had the Acquisitions
occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated combined financial information may not be useful
in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations
may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Description
of the Proposed Transactions
Acquisition
of Vega Group (including Nisus and Mirragin RAS Consulting Pty Ltd)
On December 10, 2025, Braiin and
Vega entered into a new binding Heads of Agreement (the “Vega Agreement”), pursuant to which Braiin will acquire 100% of
the shares of Vega for an aggregate consideration of approximately $85,000,000, which is comprised of cash consideration of $2,393,904
and fully paid ordinary shares of Braiin equal to $82,606,096. The number of consideration shares shall be the quotient of $82,606,096
divided by $10.17. The consummation of the transactions contemplated by the Vega Agreement is subject to customary closing conditions,
including the effectiveness of a Registration Statement with the SEC. The Vega Agreement may be terminated on the later of October 30,
2025 or listing on the Primary Exchange if the conditions precedent have not been satisfied or waived.
Vega
has also entered into the following agreements to expand its group prior to its acquisition by Braiin:
●
On December 5, 2025, Vega and Nisus entered into an Amended and Restated Share Sale Agreement pursuant to which Vega will acquire
100% of the shares of Nisus for consideration of AUD $3,000,000 in cash and US $3,160,000 (the “Nisus Agreement”).
The completion of the transactions under the Nisus Agreement is subject to customary closing conditions. Nisus is a specialist technology
provider focused on delivering advanced data science, cybersecurity, and secure communication solutions to Australian government agencies,
defense, emergency services, and enterprise clients. With a strong track record in supporting public sector digital transformation, Nisus
designs and implements mission-critical systems that protect sensitive information and enable informed decision-making.
●
On December 5, 2025, Vega entered into Share Sale Agreement with Mirragin RAS Consulting Pty Ltd, pursuant to which Vega
will acquire 100% of the shares of Mirragin, and on December 5, 2025, Vega entered into the Share Sale Agreement with Mirragin
Project Isidore, pursuant to which Vega will acquire 100% of the shares of Isidore, together for an aggregate consideration of AUD $7
million (the “Mirragin Agreement”). The completion of the transactions under the Mirragin Agreement is subject to customary
closing conditions.
Upon
completion of the Nisus and Mirragin acquisitions, these entities will form part of the Vega Group, which will subsequently be acquired
by Braiin under the Vega Agreement.
Acquisition
of VIS
Pursuant
to the binding Amended and Restated Heads of Agreement, dated December 4, 2025, by and between Braiin and VIS Networks PVT LTD
(“VIS Networks”) Braiin will acquire 100% of the shares of VIS Networks for an aggregate consideration of $24 million (the
“VIS Agreement”) $12 million of which will be paid on the closing date of the VIS Acquisition, $7.2 million of which will
be paid on the 12 month anniversary of the VIS Acquisition, and $4.8 million of which will be paid on the 24 month anniversary of the
VIS Acquisition. VIS Networks’ business relates to technology services. Also on December 4, 2025, Braiin and VIS Networks
entered into a binding Heads of Agreement whereby certain owners of VIS Networks shares will be issues $44.57 million of Braiin Shares.
The consummation of the transactions contemplated by the VIS Agreement are subject to customary closing conditions.
Acquisition
of Connect Simple Pty Ltd
Pursuant
to the Share Sale Agreement, dated December 8, 2025, by and between Braiin and Connect Simple Pty Ltd., Braiin will acquire
100% of the shares of Connect Simple upon the effectiveness of this registration statement on Form F-1 for an aggregate consideration
of $98 million (the “Connect Simple Agreement”). The number of consideration shares shall be the quotient of $98 million
divided by $10.17. The consummation of the transactions contemplated by the Connect Simple Agreement are subject to customary closing
conditions.
Connect
Simple is focused on simplifying residential service delivery and billing through an AI-powered, white-labelled platform. This platform
serves as a digital infrastructure layer for utility connections, bill comparison, and ongoing household expense management, with applications
across rental, ownership, and agency-managed properties.
Accounting
for the Acquisition of Nisus Australia Pty Ltd, Nisus Payroll and Mirragin (Collectively referred to as Vega), VIS, and Connect Simple
The
management of Braiin has concluded that the transaction represents a business combination pursuant to IFRS 3, Business Combinations.
In the proposed Business Combination, Braiin issuing shares and consideration at the closing of the Business Combination for the net
assets of VIS, Connect Simple and Vega (Collectively termed as “Target Group”), Braiin has been determined to be the accounting
acquirer and predecessor based on evaluation of the following facts and circumstances under IFRS 3, paragraphs B15–B17:
| ● | Braiin’s
shareholders will have the largest voting interest in combined company; |
| | |
| ● | The
board of directors of the combined company has 5 members, and Braiin has the ability to nominate
the majority of the members of the board of directors; |
| | |
| ● | Braiin’s
senior management remains senior management post business combination as well; |
| | |
| ● | Braiin
contributes 62.06% of the aggregate fair value post business combination, demonstrating that
the major portion of the business is represented by Braiin. |
Considering
the determination of the predecessor, the Company considered the authoritative guidance in Rule 405 of Regulation C, the interpretive
guidance of the staff of the SEC, including factors for registrants to consider in determining the predecessor, and analyzed the following:
(1)
the order in which the entities were acquired,
Prior
to direct listing i.e. receipt of pre-approval from The Primary Exchange of Braiin’s Ordinary Shares to be issued in connection
with the Business Combination to be listed on the Primary Exchange, Braiin will acquire VIS, Connect Simple and Vega (Collectively termed
as “Target Group”) and these entities will continue as wholly owned subsidiaries of Braiin. Braiin has initiated, negotiated,
and structured the acquisitions of Vega, VIS, and Connect Simple as part of its broader strategy to consolidate complementary technologies
and prepare for a public listing. Braiin’s management and advisors led all stages of the business combination process, including
sequencing, diligence, and transaction terms.
Considering
the sequence of events, Braiin will become the Holding Company of the Target Group and will continue to be the Holding Company post Business
Combination as well, the Company concluded that Braiin is the Predecessor under Regulation C, Rule 405.
(2)
the size of the entities,
The
quantitative analysis (basis audited financial statements of June 30, 2025 as a percentage total is summarized below:
| Items | |
%
of Braiin to Total | | |
%
of VIS Networks to Total | | |
%
of Connect Simple to Total | | |
%
of Vega* to Total | | |
Total | |
| Assets | |
| 0.59 | % | |
| 92.55 | % | |
| 0.80 | % | |
| 6.05 | % | |
| 100 | % |
| Liabilities | |
| 15.35 | % | |
| 76.18 | % | |
| 0.64 | % | |
| 7.83 | % | |
| 100 | % |
| Expenses | |
| 2.48 | % | |
| 74.84 | % | |
| 0.56 | % | |
| 22.12 | % | |
| 100 | % |
| Revenue | |
| 0.00 | % | |
| 76.41 | % | |
| 0.66 | % | |
| 22.93 | % | |
| 100 | % |
| Operating
Income/(Loss) | |
| (116.49 | )% | |
| 150.01 | % | |
| 5.52 | % | |
| 60.96 | % | |
| 100 | % |
| Absolute
Value | |
| 34.98 | % | |
| 45.05 | % | |
| 1.66 | % | |
| 18.31 | % | |
| 100 | % |
*
Vega will complete the acquisitions of Nisus Australia, Nisus Payroll, and Mirragin Ras Consulting prior to its acquisition
by Braiin.
Therefore, while VIS is historically larger, this
factor does not override the broader analysis required under Rule 405 based on which VIS does not outrightly qualify to be the predecessor.
Further, VIS’s operations are not the principal focus of the combined company.
(3)
the fair value of the entities,
The
Company evaluated the relative fair value of the entities to determine which entity contributes significantly to the aggregate fair value
of all entities in the Business Combination.
Rule
405 focuses on the business that forms the primary ongoing operations of the registrant. On this basis, Braiin, constitutes
the principal business of the combined company.
Key
considerations include:
| ● | Braiin
has executed binding multi-year commercial contracts totaling approximately $35.93 million
across anonymous spraying, precision agriculture, and UAV-based analytics. |
| ● | Braiin
maintains a validated non-binding revenue pipeline of approximately $111.98 million. |
| ● | Braiin
has already started generating revenue in Q4 2025 which is expected to further scale up in
Q1 2026, following deployment and integration milestones. |
| ● | Braiin
owns the core proprietary IP in AI, autonomy, robotics, and UAV systems that form the Company’s
long-term value drivers. |
The fair valuation structure is summarized below:
| Entity | |
% | |
| Braiin Limited | |
| 62.06 | % |
| VIS Networks Private Limited (“VIS”) | |
| 12.17 | % |
| Connect Simple Pty Limited (“Connect Simple”) | |
| 14.09 | % |
| Vega Global Technologies Limited (“Vega”) | |
| 11.67 | % |
| Total | |
| 100 | % |
As
determined above, Braiin contributes 62.06% of the aggregate fair value post business combination, while the remaining is represented
by VIS Networks Private Limited, Vega Global Technologies Limited and Connect Simple Pty Limited, demonstrating that the major portion
of the business is represented by Braiin and thus indicates Braiin is the Predecessor under Regulation C, Rule 405.
(4)
the historical and ongoing management structure, and
Composition
of Board of Directors
Upon
the consummation of Business Combination, Braiin’s board of directors will consist of 5 directors, all of which will be designated
by Braiin. Out of these 3 directors will be independent directors.
| Name |
|
Position |
| Natraj
Balasubramanian |
|
Chief
Executive Officer, Director |
| Chetan
V Saligrama |
|
President,
COO, Director |
Usha Murphy
|
|
Independent Director |
Ragur Kuppuswamy
|
|
Independent
Director
|
| Stephen Christopher Buehler |
|
Independent
Director
|
Management
structure
The
current management structure of Braiin is listed below and will continue after the consummation of the Business Combination:
| Name |
|
Position |
| Natraj
Balasubramanian |
|
Chief
Executive Officer, Director |
| Chetan
V Saligrama |
|
President,
COO, Director |
| Jay
Stephenson |
|
Chief
Financial Officer |
| Rohit
Jhamb |
|
Chief
Business Officer |
| Samir
Pandey |
|
Chief
Strategy Officer |
Voting
power:
Existing
Braiin shareholders will collectively hold the largest voting interest in the combined company as follows:
| | |
% of Ownership | |
| | |
| |
| Shareholders | |
| | |
| Existing Braiin Shareholders | |
| 64 | % |
| Conversion of SAFEs, Convertible notes and Loans | |
| 0 | % |
| Shares issued to Maxim | |
| 2 | % |
| Private Placement | |
| 1 | % |
| Former Shareholders of Vega | |
| 12 | % |
| Former Shareholders of VIS | |
| 6 | % |
| Former Shareholders of Connect Simple | |
| 14 | % |
| Total | |
| 100 | % |
Based on the
above assessment, including (i) the continuity of Braiin’s senior management following the business combination, (ii) Braiin’s
exclusive right to designate the entire post-combination Board of Directors, and (iii) the fact that existing Braiin shareholders will
collectively hold the largest voting interest in the combined company, Braiin’s senior management remains senior management post
business combination. Accordingly, Braiin is the Predecessor under Regulation C, Rule 405
(5)
Future business plan and strategy
Braiin
specializes in cutting-edge solutions across diverse domains with expertise in artificial intelligence and machine learning, robotics,
internet of things, and mission-critical enterprise software and hardware applications.
Given
the advanced and patented generative AI technology that Braiin possesses, the Company anticipates a significant increase in its operational
impact in the near future. Braiin has significant long-term commitments and potential revenue contracts, including five-year contracts
valued at $35.93 million, and has signed a Memorandum of Understanding worth $111.98 million. These agreements are aimed at supporting
farmers through state-of-the-art precision farming techniques, offering end-to-end solutions that enhance crop productivity and have
driven the significantly larger fair value of Braiin. Braiin has already started generating revenue in Q4 2025 which is expected to
further scale up in Q1 2026, following deployment and integration milestones. Considering the above, the Company expects that Braiin’s
operations will continue to be the most significant in the near future.
Staff
guidance and general market practice indicates that no one factor should be determinative when assessing the predecessor, but rather
the assessment should be based upon a collective evaluation of all factors based on the facts and circumstances. In considering the foregoing
principles of predecessor determination in light of the specific facts and circumstances outlined above, the Company concluded that the
overwhelming weight of the majority of factors indicates that Braiin is the Predecessor and accounting acquirer for accounting purposes.
Further,
the Company has also evaluated the factors set forth in IFRS 3.B15–B16. Specifically, the Company has already evaluated the composition
of the governing body, the composition of the senior management of the combined entity, and the relative size of the entities, as discussed
above in the assessment of the Predecessor. In addition, the Company has assessed the relative voting rights in the combined entity following
the business combination and concluded that Braiin holds a majority shareholding as reflected in the beneficial ownership table included
under ‘Principal and Registered Shareholders’ of the registration statement.
The
transaction will be accounted using the acquisition method of accounting for business combinations under the guidance of IFRS 3. Accordingly,
Braiin will record the identified acquired tangible and intangible assets and liabilities at their fair value as of the closing date.
In addition, the excess of the consideration transferred over the estimated fair values of the net assets acquired, if applicable, will
be recorded as goodwill.
Acquisition
costs related to the acquisition (i.e., advisory, legal, valuation, and other professional fees) are not included as a component of the
consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. The unaudited pro forma condensed
financial information does not reflect any cost savings, operating synergies or revenue enhancements that Braiin may achieve as a result
of the acquisitions or the costs to integrate our operations. All of this transaction costs related to the Acquisition have been recognized
as expenses in statements of profit or loss, and additional pro forma adjustments were recognized related to additional transaction costs
expected to be incurred by management.
The
Management has estimated the preliminary purchase price because it has not yet completed an external valuation analysis of the fair market
value of VIS Networks, Vega and Connect Simple assets to be acquired and liabilities to be assumed. As a result, management has estimated
the allocation of the preliminary purchase price for these entities’ assets and liabilities. This preliminary purchase price allocation
has been used to prepare the pro forma adjustments in the unaudited pro forma condensed combined balance sheets and income statements.
The final purchase price allocation, fair value of the acquired assets and liabilities and any other studies and calculations deemed
necessary have not yet been completed. The final purchase consideration and purchase price allocation could differ materially from the
preliminary purchase price and purchase price allocation used to prepare the pro forma financial statement and related adjustments. Also
affecting the determination of the final purchase price and its allocation are the results of changes to assets and liabilities and to
the ultimate purchase consideration, caused by operations during the intervening period to the closing of the transaction.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
As of June 30, 2025 (US$ in thousands)
| |
|
Braiin Limited (IFRS
Historical) |
|
|
Nisus Australia Pty
Ltd (IFRS Historical) |
|
|
Nisus Payroll Pty
Limited (IFRS Historical) |
|
|
Mirragin Ras Consulting
Pty Ltd. (IFRS Historical) |
|
|
Vega (IFRS Historical) |
|
|
VIS Networks Private
Limited (IFRS Historical) |
|
|
Connect Simple Pty
Limited (IFRS Historical) |
|
|
Transaction Accounting
Adjustments |
|
|
|
|
Remove pre-merger
equity balances |
|
|
Consideration |
|
|
|
|
Pro Forma Combined |
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property, plant and equipment |
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
6,109 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,110 |
|
| Intangible assets |
|
|
58 |
|
|
|
- |
|
|
|
- |
|
|
|
243 |
|
|
|
- |
|
|
|
1,353 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
241,415 |
|
|
D |
|
|
243,069 |
|
| Investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
1,045 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,045 |
|
| Right of Use asset |
|
|
64 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
171 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235 |
|
| Other non current assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
77 |
|
|
|
|
|
|
|
512 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
589 |
|
| Non-current assets |
|
|
123 |
|
|
|
- |
|
|
|
- |
|
|
|
320 |
|
|
|
- |
|
|
|
9,190 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,048 |
|
| Other current assets |
|
|
29 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
12,184 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,213 |
|
| Inventory |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
3,209 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,209 |
|
| Trade and other receivables |
|
|
28 |
|
|
|
856 |
|
|
|
858 |
|
|
|
182 |
|
|
|
|
|
|
|
18,371 |
|
|
|
90 |
|
|
|
(858 |
) |
|
E |
|
|
|
|
|
|
|
|
|
|
|
|
19,527 |
|
| Prepayment |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
| Cash and cash equivalents |
|
|
111 |
|
|
|
523 |
|
|
|
182 |
|
|
|
58 |
|
|
|
- |
|
|
|
2,806 |
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,394 |
) |
|
C |
|
|
4,284 |
|
| |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
17,400 |
|
|
B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,325 |
) |
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,758 |
) |
|
H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25 |
) |
|
G |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400 |
|
|
I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
J |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current assets |
|
|
171 |
|
|
|
1,379 |
|
|
|
1,040 |
|
|
|
240 |
|
|
|
- |
|
|
|
36,570 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,236 |
|
| TOTAL ASSETS |
|
|
294 |
|
|
|
1,379 |
|
|
|
1,040 |
|
|
|
560 |
|
|
|
- |
|
|
|
45,760 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,284 |
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share capital |
|
|
4 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
544 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
(544 |
) |
|
|
- |
|
|
|
|
|
247,311 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,556 |
|
|
G |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,575 |
|
|
A |
|
|
|
|
|
|
225,176 |
|
|
C |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
J |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share premium |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
| General reserve |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
| Other reserves |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
61 |
|
|
|
|
|
|
|
(1,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
1,388 |
|
|
|
|
|
|
|
|
|
- |
|
| FX Revaluation reserve |
|
|
45 |
|
|
|
- |
|
|
|
- |
|
|
|
12 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
45 |
|
| Accumulated loss |
|
|
(4,829 |
) |
|
|
329 |
|
|
|
4 |
|
|
|
- |
|
|
|
|
|
|
|
21,662 |
|
|
|
184 |
|
|
|
|
|
|
|
|
|
(22,180 |
) |
|
|
|
|
|
|
|
|
(23,050 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,325 |
) |
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,581 |
) |
|
G |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(314 |
) |
|
H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
| Shareholders’ current account |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
| Non-controlling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4 |
) |
|
|
|
|
|
|
(170 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174 |
|
C |
|
|
|
|
|
| Equity |
|
|
(4,780 |
) |
|
|
329 |
|
|
|
4 |
|
|
|
69 |
|
|
|
- |
|
|
|
20,587 |
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,306 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
| Accrued expenses |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
|
| Due to related party |
|
|
16 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
| Trade and other payables |
|
|
796 |
|
|
|
973 |
|
|
|
157 |
|
|
|
58 |
|
|
|
|
|
|
|
12,334 |
|
|
|
|
|
|
|
(858 |
) |
|
E |
|
|
|
|
|
|
|
|
|
|
|
|
13,460 |
|
| Lease liability |
|
|
18 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
| Unearned revenue |
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588 |
|
| Financial liabilities |
|
|
3,618 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
2,822 |
|
|
|
|
|
|
|
(2,575 |
) |
|
A |
|
|
|
|
|
|
|
|
|
|
|
|
2,821 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,444 |
) |
|
H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400 |
|
|
I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other current liabilities |
|
|
- |
|
|
|
77 |
|
|
|
- |
|
|
|
256 |
|
|
|
|
|
|
|
7,296 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,670 |
|
| Current liabilities |
|
|
5,036 |
|
|
|
1,050 |
|
|
|
157 |
|
|
|
314 |
|
|
|
- |
|
|
|
22,485 |
|
|
|
212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,777 |
|
| Loan payable |
|
|
- |
|
|
|
- |
|
|
|
879 |
|
|
|
177 |
|
|
|
|
|
|
|
2,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,205 |
|
| |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
14,400 |
|
|
B |
|
|
|
|
|
|
|
|
|
|
|
|
14,400 |
|
| Lease liability |
|
|
38 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183 |
|
| Other non-current liabilities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
394 |
|
| Deferred tax liability |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,888 |
|
|
C |
|
|
12,888 |
|
| Deferred Consideration |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,131 |
|
|
C |
|
|
10,131 |
|
| Non-current liabilities |
|
|
38 |
|
|
|
- |
|
|
|
879 |
|
|
|
177 |
|
|
|
- |
|
|
|
2,688 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,201 |
|
| Total liabilities |
|
|
5,074 |
|
|
|
1,050 |
|
|
|
1,036 |
|
|
|
491 |
|
|
|
- |
|
|
|
25,173 |
|
|
|
212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,978 |
|
| TOTAL LIABILITIES AND EQUITY |
|
|
294 |
|
|
|
1,379 |
|
|
|
1,040 |
|
|
|
560 |
|
|
|
- |
|
|
|
45,760 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,284 |
|
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
As
of June 30, 2025
| | |
Braiin Limited
(IFRS Historical) | | |
Nisus Australia Pty Ltd
(IFRS
Historical) | | |
Nisus Payroll Pty Limited
(IFRS
Historical) | | |
Mirragin Ras Consulting Pty Ltd.
(IFRS Historical) | | |
Vega | | |
VIS Networks Private Limited
(IFRS Historical) | | |
Connect Simple Pty Limited
(IFRS
Historical) | | |
Transaction Accounting Adjustments | | |
| |
Pro Forma Combined | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| Revenue | |
| - | | |
| 9,274 | | |
| 7,690 | | |
| 1,620 | | |
| - | | |
| 61,980 | | |
| 538 | | |
| (7,690 | ) | |
(AA) | |
| 73,412 | |
| Cost of goods sold | |
| - | | |
| (7,690 | ) | |
| (7,686 | ) | |
| (1,020 | ) | |
| - | | |
| (41,184 | ) | |
| (330 | ) | |
| 7,690 | | |
(AA) | |
| (50,220 | ) |
| Gross profit | |
| - | | |
| 1,584 | | |
| 4 | | |
| 600 | | |
| - | | |
| 20,796 | | |
| 208 | | |
| | | |
| |
| 23,191 | |
| General and Administrative | |
| (1,269 | ) | |
| (609 | ) | |
| (18 | ) | |
| (524 | ) | |
| - | | |
| (18,256 | ) | |
| (112 | ) | |
|
309
| | |
(EE) | |
| (35,035 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (14,556 | ) | |
(FF) | |
| | |
| Sales and Marketing | |
| | | |
| (9 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2 | ) | |
| | | |
| |
| (11 | ) |
| Depreciation and amortization | |
| (113 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (10,032 | ) | |
(BB) | |
| (10,145 | ) |
| Net Income (Loss) Before Other Income | |
| (1,382 | ) | |
| 966 | | |
| (14 | ) | |
| 76 | | |
| - | | |
| 2,540 | | |
| 94 | | |
| (24,279 | ) | |
| |
| (21,999 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Other Income (Expenses) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Other Income | |
| - | | |
| - | | |
| 5 | | |
| 4 | | |
| - | | |
| 297 | | |
| - | | |
| | | |
| |
| 306 | |
| Interest Income (Expense), Net | |
| (317 | ) | |
| 15 | | |
| 4 | | |
| (42 | ) | |
| - | | |
| (298 | ) | |
| - | | |
| (2,000 | ) | |
(DD) | |
| (2,638 | ) |
| Other expenses | |
| (273 | ) | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| - | | |
| (3,350 | ) | |
(CC) | |
| (3,623 | ) |
| Share of net profit of associates and joint ventures accounted for using the equity
method | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (39 | ) | |
| - | | |
| | | |
| |
| (39 | ) |
| Profit/(loss) before Tax | |
| (1,972 | ) | |
| 981 | | |
| (5 | ) | |
| 38 | | |
| - | | |
| 2,500 | | |
| 94 | | |
| (29,629 | ) | |
| |
| (27,992 | ) |
| Income tax benefit / (expense) | |
| - | | |
| (245 | ) | |
| - | | |
| (2 | ) | |
| - | | |
| (591 | ) | |
| (30 | ) | |
| | | |
| |
| (868 | ) |
| Net Income/(loss) | |
| (1,972 | ) | |
| 736 | | |
| (5 | ) | |
| 36 | | |
| - | | |
| 1,909 | | |
| 64 | | |
| (29,629 | ) | |
| |
| (28,861 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Net (loss)/income per share – basic | |
| (0.18 | ) | |
| 7,360 | | |
| (42 | ) | |
| 3.65 | | |
| - | | |
| 0.49 | | |
| 637 | | |
| | | |
| |
| (0.42 | ) |
| Net (loss)/income per share – diluted | |
| (0.18 | ) | |
| 7,360 | | |
| (42 | ) | |
| 3.65 | | |
| - | | |
| 0.49 | | |
| 637 | | |
| | | |
| |
| (0.42 | ) |
NOTES
TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Note
1 — Basis of Presentation
The
unaudited pro forma condensed combined statement of financial position as of June 30, 2025 combines the historical statement of
financial position of Braiin and entities involved in the transaction, on a pro forma basis as if the transactions had been consummated
on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025 combines
the historical statements of operations of Braiin and entities involved in the transaction for such period on a pro forma basis as if
the Direct Listing and related transactions had been consummated on July 1, 2024 the beginning of the earliest period presented.
The
historical financial information of Braiin was derived from Braiin’s audited consolidated financial statements as of June 30,
2025 and for the year ended June 30, 2025, included elsewhere in this proxy statement/prospectus.
The
historical financial statements of Braiin, VIS Networks, Mirragin Ras Consulting, and Connect Simple have been prepared in
accordance with IFRS as issued by the IASB and in its presentation and reporting currency of the United States Dollars ($). The
historical financial statements of Vega, Nisus Payroll and Nisus Australia have been prepared in accordance with IFRS as issued by
the IASB and presented in their functional currency of Australian dollars. For purposes of the unaudited pro forma condensed
combined financial information, the financial statements of Vega, Nisus Payroll and Nisus Australia have been translated into United
States Dollars.
The
financial statements of these entities have been translated into United States dollars for the purposes of presentation in the unaudited
pro forma condensed combined financial information (“As Converted”) using the exchange rates shown below. Foreign exchange
differences arising on translation are recognized directly in the statement of operations in other comprehensive income and within the
accumulated loss balance in the balance sheet.
| ● | at
the end of the exchange rate as of June 30, 2025 of A$1.00 to $0.655 for the unaudited
pro forma condensed combined balance sheet; and, |
| | | |
| ● | the
average exchange rate for the period from July 1, 2024 through June 30, 2025 of A$1.00
to $0.6471 for the unaudited pro forma condensed combined statement of operations
for the year ended June 30, 2025. |
The
adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide
relevant information necessary for an accurate understanding of Braiin after giving effect to the Direct Listing. Management has made
significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined
financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the
information presented.
The
pro forma adjustments reflecting the consummation of the Direct Listing are based on certain currently available information and certain
assumptions and methodologies that Braiin management believes are reasonable under the circumstances. The unaudited condensed pro forma
adjustments, which are described in the accompanying notes, include preliminary estimates of the purchase consideration and purchase
price allocation for the acquisitions of VIS Networks, Vega and Connect Simple and may be revised as additional information becomes
available and is evaluated.
Although
the applicable acquisition agreements specify a fixed number of ordinary shares to be issued for each transaction based on an agreed
reference price of $10.17 per share (also refer Material Assumptions and Areas of Judgment section below), the purchase consideration
for each acquisition will be measured at the acquisition-date fair value of the ordinary shares issued in accordance with IFRS 3 Business
Combinations. As a result, the acquisition-date fair value of such equity instruments may differ from the reference price used to
determine the number of shares to be issued, which may result in changes to the final purchase consideration and more or less goodwill
recorded.
Accordingly,
it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material.
Braiin believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the
Direct Listing based on information available to Braiin’s management at this time and that the pro form adjustments give appropriate
effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The
unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and
financial position would have been had the Direct Listing taken place on the dates indicated, nor are they indicative of the future consolidated
results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial
statements and notes thereto of Braiin and entities involved in the transaction.
The
unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as
based on the statutory rate in effect for the historical periods presented. Braiin’s management believes this unaudited pro forma
condensed combined financial information to not be meaningful given the pro forma combined entity incurred significant cumulative net
losses during the historical periods presented, resulting in the Company concluding that any deferred taxes recognized would not be probable
of being realized per IAS 12.
On
November 7, 2025, the Company effected a 4 for 1 stock split of its ordinary shares, whereby each outstanding share of ordinary shares
was converted into four ordinary shares for all periods presented. All share and per-share amounts in the financial statements
that are presented on a per share basis have been retroactively adjusted for all periods presented to reflect the stock split.
Note
4 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X.
The
Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of financial position as of June
30, 2025 are as follows:
| A | Represents
the conversion of convertible notes and SAFE Notes into Braiin’s ordinary shares. |
| B | Reflects
the recognition of liabilities totaling $17.4 million comprising (i) a $14.4 million secured
loan from TWCC VIC Pty Limited to fund the VIS Networks acquisition and related debt repayments,
bearing interest at 14% per annum with a 15-month principal moratorium and a four-year term,
and (ii) a $3.0 million equity subscription under a Share Sale Agreement with Chetan Saligrama
/ Chetan Family Trust, priced at $10.17 (after considering share split). The shares issued
to Mr. Saligrama are subject to a lock-up period of 12 months. |
| | | |
| | C | Reflects
the adjustment to issuance of shares and cash as consideration to acquire VIS Networks, Connect
Simple and Vega entities. |
| D | Reflects
(i) the recognition of goodwill representing the excess of the total purchase consideration
over the fair value of the identifiable net assets acquired and (ii) the recognition of separately
identifiable intangible assets, including intellectual property rights, exclusive arrangements
and customer relationships. |
| E | Reflects
the elimination of intercompany balances and transactions between Nisus Australia Pty Ltd
and Nisus Payroll Pty Ltd. |
| F | Reflects
estimated transaction costs to be incurred by Braiin in connection with the transaction. |
| G | Reflects
the issuance of shares to Maxim and other advisors in connection with the listing
and the reimbursement of certain expenses to Maxim, up to a maximum of $25,000. |
| H | Reflects the repayment of promissory notes at the time of listing, in line with the terms of the promissory note
agreement, and assumes repayment takes place when the listing occurs. |
| I | Reflects
the adjustment to issuance of SAFE notes by Braiin subsequent to June 30, 2025. |
| | | |
| | J | Reflects
the adjustment to issuance of shares against agreement to raised equity amounting to $2M. |
Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for year ended June 30, 2025.
| (AA) | Reflects
pro forma adjustment to eliminate the intercompany transactions between Nisus Payroll and
Nisus Australia. |
| (BB) | Amortization
expense for identified intangible assets has been recognized for the year ended June 30,
2025. |
| (CC) | Reflects
estimated transaction costs to be incurred by Braiin in connection with the transaction. |
| (DD) | Reflects
the pro forma adjustment for interest expense on the $14.4 million secured loan from TWCC
VIC Pty Ltd, calculated at the committed annual coupon rate of 14%, for the fiscal year ended
June 30, 2025. |
| (EE) | This
reflects a pro forma adjustment to remove interest expense, assuming that the promissory notes are repaid and the SAFE note, Convertible
Notes, and loan facilities are converted into equity at the beginning of the period. |
| | | |
| | (FF) | Reflects
the expense related to the issuance of shares to Maxim and other advisors in connection with
the listing. |
We
performed a preliminary valuation analysis of the fair value of assets acquired and liabilities assumed. This preliminary valuation has
been used to prepare pro forma transaction accounting adjustments in the unaudited pro forma condensed statements of financial position.
The
final measurement may include changes in the measurement of goodwill and changes in the fair value of intangible assets. We have estimated
the fair value to such assets and liabilities, based on available information and certain estimates and assumptions and, therefore, the
actual effects of these transactions may differ from pro forma transaction accounting adjustments.
Methodology
Customer
Relationships and Exclusive Arrangements — Exclusive arrangements comprise of contractual rights benefiting the acquired
business. These arrangements restrict counterparties from engaging with competitors and secure continued access to customers, suppliers,
or distribution channels. Such exclusive arrangements and customer relationships have been recognized as identifiable intangible
assets, separate from goodwill, as they are expected to contribute to future economic arrangements is determined using Multi-period Excess
Earnings Method (MPEEM). The MPEEM involves projecting the future earnings of the company, including any excess earnings that can be
attributed to the intangible asset being valued. Please also refer to the note below for the nature of exclusive arrangements and
methodology used.
Note
on Exclusive arrangements:
Exclusive
Arrangements
The
Company allocated $38.0 million of the purchase price to the Exclusive arrangements in connection with the Connect Simple acquisition.
These arrangements consist primarily of a five-year Exclusive Collaboration Agreement with Home, which grants Connect Simple the sole
right to provide core home services to approximately 4.5 million UK households. The agreement restricts counterparties from engaging
with competitors and secures continued access to Home’s customers, suppliers, and distribution channels, providing value not yet
reflected in historical operations.
Valuation
Methodology
The
fair value of the Exclusive arrangements was determined using the Multi-period Excess Earnings Method (“MPEEM”), consistent
with IFRS 3, paragraphs B40 and B43. Under this method, projected revenues and EBITDA over the five-year agreement term were used, and
contributory asset charges were applied to supporting assets.
Management
considered assumptions that a market participant would evaluate when pricing such an intangible asset, including:
| ● | projected
revenues and EBITDA attributable to Exclusive arrangement; |
| ● | weighted-average
cost of capital reflecting the risk profile; |
| ● | the
incremental value of exclusivity and future cash flows attributable solely to the arrangement;
and |
| ● | the
contribution of supporting tangible and intangible assets required to generate the cash flows. |
These
assumptions, combined with the projected cash flows, reflect the expected economic benefits of the Exclusive arrangements over the term
of the agreement. Applying the MPEEM under these assumptions resulted in a fair value of USD 38.0 million.
Patents
— Intellectual Property Rights — The fair value for the same is determined using the Relief from Royalty method — the
asset value is estimated based on the total revenue for which the royalties are paid.
The following summarizes preliminary allocation
of the estimated purchase price as if the Merger had been completed on June 30, 2025 (in ‘000):
| | |
Vega | | |
VIS
Networks | | |
Connect
Simple | | |
Total | |
| Property,
plant and equipment | |
$ | - | | |
$ | 6,109 | | |
$ | - | | |
$ | 6,109 | |
| Cash
and cash equivalents | |
$ | 763 | | |
$ | 2,806 | | |
$ | 306 | | |
$ | 3,875 | |
| Accounts
receivable (net) | |
$ | 1,896 | | |
$ | 18,371 | | |
$ | 90 | | |
$ | 20,357 | |
| Intangibles | |
$ | - | | |
$ | 1,353 | | |
$ | - | | |
$ | 1,353 | |
| Other
assets | |
$ | 320 | | |
$ | 17,121 | | |
$ | - | | |
$ | 17,441 | |
| Accounts
payable and accrued expenses | |
$ | (1,188 | ) | |
$ | (12,334 | ) | |
$ | (171 | ) | |
$ | (13,693 | ) |
| Debt
and other liabilities | |
$ | (1,389 | ) | |
$ | (12,839 | ) | |
$ | (41 | ) | |
$ | (14,269 | ) |
| Net
assets acquired | |
$ | 402 | | |
$ | 20,587 | | |
$ | 184 | | |
$ | 21,173 | |
| Less:
preliminary purchase price | |
$ | 85,000 | | |
$ | 66,701 | | |
$ | 98,000 | | |
$ | 249,701 | |
| |
$ | 84,598 | | |
$ | 46,114 | | |
$ | 97,816 | | |
$ | 228,528 | |
| Allocated
to: | |
| | | |
| | | |
| | | |
| | |
| Intellectual
Property Rights | |
$ | 4,100 | | |
$ | 1,830 | | |
$ | 1,470 | | |
$ | 7,400 | |
| Customer
relationships | |
$ | 850 | | |
$ | 5,300 | | |
| | | |
$ | 6,150 | |
| Exclusive
arrangements | |
| | | |
| | | |
$ | 38,000 | | |
$ | 38,000 | |
| Total
intangible assets identified | |
$ | 4,950 | | |
$ | 7,130 | | |
$ | 39,470 | | |
$ | 51,550 | |
| | |
| | | |
| | | |
| | | |
| | |
| Deferred
tax liability | |
$ | 1,238 | | |
$ | 1,783 | | |
$ | 9,868 | | |
$ | 12,888 | |
| | |
| | | |
| | | |
| | | |
| | |
| Goodwill | |
$ | 80,886 | | |
$ | 40,766 | | |
$ | 68,214 | | |
$ | 189,865 | |
| Total | |
$ | 84,598 | | |
$ | 46,114 | | |
$ | 97,816 | | |
$ | 228,528 | |
| 1. | Represents
deferred tax liability on the intangible assets recorded in Entry (D) other than goodwill
in the unaudited pro forma balance sheet of Braiin using a tax rate of 25% |
The
below table summarizes the estimated useful life of the intangibles identified:
| | |
Vega | | |
VIS | | |
Connect Simple | | |
Total | |
| Intellectual Property Rights | |
$ | 4,100 | | |
$ | 1,830 | | |
$ | 1,470 | | |
$ | 7,400 | |
| - Useful life (years) | |
| 15 | | |
| 4 | | |
| 9 | | |
| - | |
| Customer relationships | |
$ | 850 | | |
$ | 5,300 | | |
| - | | |
$ | 6,150 | |
| - Useful life (years) | |
| 4 | | |
| 4 | | |
| | | |
| | |
| Exclusive arrangements | |
$ | - | | |
$ | - | | |
$ | 38,000 | | |
$ | 38,000 | |
| - Useful life (years) | |
| - | | |
| - | | |
| 5 | | |
| | |
The
following summaries the consideration transferred to each target:
Number
| Consideration | |
Vega | | |
VIS Networks | | |
Connect Simple | | |
Total | |
| Cash | |
| 2,393,904 | | |
$ | 12,000,000 | | |
$ | - | | |
$ | 14,393,904 | |
| Deferred Consideration (Refer note 1 below) | |
$ | - | | |
$ | 10,130,785 | | |
$ | - | | |
$ | 10,130,785 | |
| Shares value | |
$ | 82,606,096 | | |
$ | 44,570,000 | | |
$ | 98,000,000 | | |
$ | 225,176,096 | |
| | |
$ | 85,000,000 | | |
$ | 66,700,785 | | |
$ | 98,000,000 | | |
$ | 249,700,785 | |
| Share price (Refer note 2 below) | |
$ | 10.17 | | |
$ | 10.17 | | |
$ | 10.17 | | |
| | |
| Shares | |
$ | 8,122,728 | | |
$ | 4,382,604 | | |
$ | 9,636,424 | | |
| | |
Note:
| 1. | As
per the agreement, the Total Consideration consists of- |
| a. | 79.7%
of the issued and paid-up share capital of VIS Networks as of the Execution Date, for a purchase
consideration, payable in cash, of USD 12 Million (First Settlement Date). |
| b. | On
the date that is 12 months after the First Settlement Date (Second Settlement Date), 12.2%
of the issued and paid-up share capital of VIS Networks as of the Execution Date, for a purchase
consideration, payable in cash, of USD 7.2 Million. |
| c. | On
the date that is 24 months after the First Settlement Date (Third Settlement Date), 8.1%
of the issued and paid-up share capital of VIS Networks as of the Execution Date, for a purchase
consideration of USD 4.8 Million. |
| d. | Equity
Consideration consists of USD $44.57 million worth fully paid-up ordinary shares in the equity
capital of Braiin Limited. |
| e. | The
rate at which deferred consideration is to be discounted is the rate which the acquirer would
obtain for a similar borrowing. The discount rate of 13% is used to discount the deferred
consideration |
| 2. | The
estimated stock price used to determine the fair value of the ordinary shares to be
issued in connection with the acquisition has been calculated based on an implied price per
share of $10.17 after considering an effect 4 for 1 stock split of its ordinary shares, whereby
each outstanding ordinary share was converted into four ordinary shares for
all periods presented . This estimated price reflects the most recent practicable trading
date of June 30, 2025, which is the latest date prior to the filing for which data was available
and reasonably reliable for use in estimating the fair value of the shares consistent
with the requirement under Rule 11-02(a)(6)(i)(A) of Regulation S-X to use the most recent
practicable date when preparing pro forma transaction accounting adjustments. |
Material
Assumptions and Areas of Judgment:
In
determining the implied per-share price, management considered several factors relevant to Braiin’s business and capital structure,
including:
| ● | the
pricing and terms of the Company’s most recent equity financings and SAFE conversions; |
| ● | valuation
multiples of comparable publicly traded companies used in the Newbridge Securities valuation
report analysis; and |
| ● | arm’s
length negotiated per-share price between independent parties acting as market participants
to discharge the consideration for acquisition of Vega, VIS Networks and Connect Simple. |
Although
the use of valuation multiples of comparable publicly traded companies in the Newbridge Securities valuation report involves significant
judgment, the Company’s most recent equity financings, SAFE conversions, and recent investor transactions support the implied per-share
price used to determine the preliminary estimated purchase price of the ordinary shares to be issued in connection with the acquisitions.
The acceptance of this per-share price by unrelated sophisticated counterparties, along with consistent pricing across transactions,
further supports the implied fair value and provides strong market validation for the US $703 million valuation.
Although the applicable acquisition agreements
specify a fixed number of ordinary shares to be issued for each transaction based on an agreed reference price of $10.17 per share, the
purchase consideration for each acquisition will be measured at the acquisition-date fair value of the ordinary shares issued in accordance
with IFRS 3 Business Combinations. As a result, the acquisition-date fair value of such equity instruments may differ from the reference
price used to determine the number of shares to be issued, which may result in changes to the final purchase consideration and more or
less goodwill recorded
Impact
of Public Trading:
Following
the commencement of public trading of our ordinary shares, these valuation estimates will no longer be necessary, as fair value will
be determined based on observable market prices.
Goodwill
The
pro forma adjustments reflect the recognition of goodwill arising from the acquisitions of Vega, VIS, and Connect Simple. Goodwill represents
the excess of purchase consideration over the fair value of the net assets acquired, including identifiable intangible assets such as
intellectual property, customer relationships, and exclusive arrangement, and is primarily attributable to qualitative factors that are
not separately recognized as intangible assets.
Vega
Goodwill
recognized in connection with the Vega acquisition reflects expected benefits from the combination of operations with Nisus and Mirragin,
including:
| ● | anticipated
operational synergies and cost efficiencies from shared R&D, engineering resources, and
reduced duplication of platform development; |
| ● | opportunities
to cross-sell solutions across combined government and commercial customer bases; and |
| ● | Expansion
of addressable markets by uniting defense-grade and commercial UAV applications under one
platform. |
VIS
Goodwill
recognized in connection with the VIS acquisition reflects anticipated benefits from combining operations, including:
| ● | Operational
Synergies – Integration of VIS’s AI-powered conversational analytics with Braiin’s
Flamingo AI is expected to enhance customer engagement, drive higher automation rates, and
reduce service costs for enterprise clients. |
| ● | operational
synergies from integrating VIS’s digital workforce capabilities into the Company’s
CXaaS platform; |
| ● | Expansion
of Enterprise Customer Base – VIS has established relationships with major financial
institutions, telecom providers, and government clients across Australia and Asia. Combining
these relationships with Braiin’s existing client base creates cross-selling opportunities
and accelerates entry into new markets. |
Connect
Simple
Goodwill
recognized in connection with the Connect Simple acquisition reflects expected benefits from combining operations, including:
The
integration of Connect Simple’s proprietary property-technology platform with the Company’s broader AI-enabled PropTech ecosystem
is expected to reduce customer acquisition costs, improve conversion rates, enable cross-selling of multiple home services, and streamline
service delivery.
| ● | Distribution
Channels and Expansion Opportunities |
Connect
Simple’s partnerships with estate agents, CRM providers, property managers, and institutional landlords are expected to provide
efficient entry points into high-volume rental and resale markets, supporting scalable expansion in the United Kingdom and beyond.
| ● | Brand
Recognition and Growth Potential |
The
Company also recognized goodwill attributable to the value of Connect Simple’s brand, reputation, and market positioning in the
UK PropTech sector, which the Company expects to leverage for geographic expansion into the United States, Australia, and other markets.
Pro
Forma Basic and diluted earnings per share
Basic
loss per share is calculated by dividing the net loss attributable to the owners of the Company by the weighted average of outstanding
common shares. Diluted loss per share is calculated by adjusting the weighted average of outstanding common shares, assuming that all
potential common shares that would cause dilution are converted. i. Basic and diluted earnings per share.
| | |
For the Year Ended
June 30, 2025 | |
| | |
($ in 000s, except share and
per share
data)* | |
| Numerator: | |
| | |
| Pro forma net profit/(loss) | |
| (28,861 | ) |
| Denominator: | |
| | |
| Total weighted average shares outstanding – basic and diluted | |
| 68,696,076 | |
| Net profit/(loss) per share – basic and diluted | |
| (0.42 | ) |
*The number of outstanding
shares, per-share data in this prospectus give effect to the forward stock split of our ordinary shares at a ratio of 4-for-1,
which became effective on November 7, 2025, for all periods presented. The pro forma and pro forma as adjusted columns in the
tables above reflect the stock split described above. All share and per-share amounts in the financial statements that are presented
on a per share basis have been retroactively adjusted for all periods presented to reflect the stock split.
The
composition of the ordinary shares outstanding following the business combination after giving effect to the stock split: -
| |
Number of Shares | | |
% of Ownership | |
| | |
| | |
| |
| Shareholders | |
| | |
| |
| Existing Braiin Shareholders | |
| 44,278,312 | | |
| 64 | % |
| Conversion of SAFEs, Convertible notes and Loans | |
| 353,094 | | |
| 0 | % |
| Shares issued to Maxim | |
| 1,346,980 | | |
| 2 | % |
| Private Placement | |
| 575,934 | | |
| 1 | % |
| Former Shareholders of Vega | |
| 8,122,728 | | |
| 12 | % |
| Former Shareholders of VIS | |
| 4,382,604 | | |
| 6 | % |
| Former Shareholders of Connect Simple | |
| 9,636,424 | | |
| 14 | % |
| Total | |
| 68,696,076 | | |
| 100 | % |
BRAIIN’S
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations together with our financial statements
and related notes and other financial information appearing elsewhere in this prospectus. Some of the information contained in this discussion
and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business,
includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth
in the “Risk Factors” section of this prospectus, our actual results could differ materially from the results described in
or implied by the forward-looking statements contained in the following discussion and analysis.
Prior
to Braiin’s formation in July 2022, the principal activities of Braiin were carried out by Raptor300. In July 2023, Raptor300
transferred all of its operations to Braiin, (collectively, the “Reorganization”). See Note 3 to Braiin’s audited consolidated
financial statements included elsewhere in this registration statement for more information.
Braiin
has also entered into Amended and Restated Share Sale Agreements with Vega, pursuant to which Braiin will acquire all of the outstanding
equity interests of Vega (the “Vega Acquisition”). The Vega Acquisition is conditioned upon the effectiveness of this Registration
Statement..
Overview
Braiin
Limited is an Australian technology company leveraging proprietary intellectual property and patented artificial
intelligence/machine learning (“AI/ML”) technologies to deliver actionable insights across high-growth verticals:
Agriculture Technology (“AgTech”), Property Technology (“PropTech”), and Customer Experience as a Service
(“CXaaS”). Our platforms are designed to address inefficiencies and drive data-backed decision-making across
traditionally analog sectors. Our first commercial focus is on the agriculture technology sector, where we have successfully
deployed our AI-powered solutions across multiple implementations.
Braiin’s
Business Model
We
believe that we operate at the forefront of technology, targeting a range of industries, including agriculture, finance, insurance, telecommunications
and property technology among others. With our innovative solutions and commitment to excellence, we believe that we are poised to seize
market opportunities and establish ourselves as leaders in the technology industry.
Our
growth strategy encompasses:
| ● | Geographical
Expansion: We are expanding into new sectors, countries, and markets, with a focus on
both developed markets like US, UK and Australia & emerging markets like India and Sri
Lanka. |
| ● | Cross-Selling:
We leverage synergies between divisions to offer comprehensive and integrated solutions
to our clients. |
| ● | Targeted
Sales Approach: We identify potential customers’ pain points and challenges and
develop tailored solutions to meet their specific needs. |
| ● | Strategic
Acquisitions and Investments: We seek partnerships and collaborations with complementary
technology companies to access new markets, expand our customer base, and enhance our capabilities. |
With
these strategies, we aim to strengthen our market presence, capture new opportunities, and deliver sustainable growth in the technology
industry. We remain committed to delivering value to clients and shareholders while driving innovation and achieving long-term success.
Key
Factors Affecting Our Performance
Competition
We
operate at the intersection of artificial intelligence and industry-specific verticals — AgTech, CxaaS, and PropTech —
each of which is characterized by rapid innovation, evolving customer demands, and increasing investment in digital transformation.
In
the AgTech sector, we face competition from both established players and emerging startups that are leveraging AI, ML, IoT, and drone-based
technologies to deliver precision agriculture solutions. Competitors in this space are continuously developing proprietary platforms
to improve crop yields, optimize inputs, and provide predictive insights — many of which are adjacent to or overlap with our current
offerings.
In
the CxaaS space, we compete with companies offering AI-based customer service, voice intelligence, and personalized engagement solutions.
This is a fast-evolving vertical, with traditional CRM and contact center platforms integrating AI features and newer entrants offering
focused, verticalized AI customer solutions.
In
PropTech, we expect to face competition from startups and established SaaS companies deploying AI to improve asset management, rental
automation, predictive maintenance, and tenant engagement.
As
a general AI technology company operating across multiple verticals, we anticipate increasing competition from a diverse range of players
— ranging from large incumbents expanding their feature sets to domain-specific startups bringing focused innovations. Many of
these competitors dedicate substantial resources to research and development and have established customer bases, brand recognition,
and deeper capital reserves. To maintain our competitive advantage, we continue to invest in proprietary technology, deep vertical expertise,
and differentiated platform capabilities tailored to the unique needs of each industry we serve.
Competitive
Strengths
We
believe that we have five main competitive strengths that set us apart from the current market:
| ● | Technological
Integration: Our integration of advanced technologies from Raptor and Vega, including
our Autonomous Aerial Robots, AI/ML, IoT, and ERP, allows us to deliver end-to-end solutions
that cater to diverse industry needs. |
| ● | Proven
Track Record: We have a successful history of conducting trials and forming partnerships
with industry leaders, demonstrating our capability to execute projects and deliver positive
outcomes. |
| ● | Intellectual
Property: We hold essential patents and regulatory certifications, providing a barrier
to entry for potential competitors and enhancing our credibility as an industry leader. |
| ● | Leadership:
Our management team is comprised of experienced professionals with deep expertise in
technology, data science, and investment in emerging markets. |
| ● | Collaborative
Culture: Our multidisciplinary team fosters a culture of collaboration, creativity, and
continuous improvement, allowing us to develop innovative solutions for complex challenges. |
Regulatory
Landscape
Our
business operates at the intersection of advanced aerial robotics, AI-driven customer engagement, and intelligent property technology,
and is therefore subject to a broad and evolving set of regulations across multiple jurisdictions. These include, but are not limited
to, laws and regulations related to aviation, telecommunications, data privacy, AI governance, financial services, and environmental
standards.
In
the AgTech vertical, our autonomous aerial robots are subject to stringent and rapidly evolving aviation regulations governing drone
operations, remote chemical spraying, flight path management, and operator certification. Regulatory frameworks in this area continue
to develop and differ substantially by country, and any changes could impact our deployment timelines, cost of compliance, or ability
to operate in certain markets.
In
the CXaaS vertical, we operate across digital communications, speech analytics, and cloud-based contact center platforms — all
of which are subject to regulations concerning data privacy, voice recording, AI transparency, and cross-border data transfer. As AI
regulation becomes more formalized globally (e.g., EU AI Act, Australian AI Ethics Framework), we expect increased compliance requirements
relating to algorithmic accountability, explainability, and bias mitigation.
In
our PropTech vertical, we facilitate digital onboarding, utility switching, embedded payments, and energy comparison services.
These activities may fall under consumer protection, financial conduct, telecommunications, and energy regulation, depending on jurisdiction.
Additionally, elements of our platform that involve processing payments or handling utility accounts may be subject to licensing requirements,
anti-money laundering (“AML”) regulations, and embedded finance regulations in certain markets.
Across
all verticals, our operations may be impacted by a range of additional regulatory areas including taxation, electronic contracts, environmental
and energy usage standards, digital advertising, web accessibility, cybersecurity, consumer rights, mobile communications, electronic
waste, and device certification. In certain jurisdictions, new or proposed laws may also regulate the ethical use of AI/ML systems and
autonomous technologies in both consumer and enterprise settings.
We
continually assess and update our compliance strategies and internal controls to meet evolving legal and regulatory requirements. While
we strive to maintain full compliance, the pace of technological innovation often outpaces regulatory clarity, and there can be no assurance
that unforeseen changes or jurisdictional inconsistencies will not adversely affect our operations or expansion efforts.
Environmental
We
are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge,
treatment, storage, disposal and remediation of hazardous substances and wastes. We could also be affected by future laws and regulations
relating to climate change, including laws related to greenhouse gas emissions, chemical use, and regulating energy efficiency. These
laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new
and/or additional investment in designs and technologies. We continually assess our compliance status and management of environmental
matters to ensure our operations are in compliance with all applicable environmental laws and regulations. Investigation, remediation
and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of
our operations. While environmental protection regulations have not had a significant adverse effect on our overall operations, it is
possible that costs incurred to ensure continued environmental compliance in the future could have a material impact on our results of
operations, financial condition or cash flows if additional work requirements or more stringent clean-up standards are imposed by regulators,
new areas of soil, air and groundwater contamination are discovered and/or expansion of work scope are prompted as a result of investigations.
Components
of Results of Operations
The
following briefly describes the components of revenue and expenses as presented in our consolidated statements of operations.
It
is noted that on 27 July 2022, Braiin Limited acquired Raptor300 Inc. and its controlled entities. The transaction comprises a group
restructuring that does not result in any change of economic substance. The results shown in this document comprise the consolidated
results for Braiin Limited and its controlled entities.
Revenue
As
of 30 June 2025, Braiin is pre-revenue, with the exception of $588,000 received under a signed Purchase Order for ongoing software usage.
This amount, related to services to be provided to a single customer, has been classified as unearned revenue and is being recognized
progressively as the associated performance obligations are fulfilled over the contract term.
Braiin
entered into binding commercial contracts with multiple counterparties, representing a total contracted value of approximately $35.93
million. These contracts relate to our drone-as-a-service platform and related technology offerings, which utilize a subscription-based
model requiring no upfront capital expenditure (CAPEX) or ongoing operational expenditure (OPEX) for our customers. The services under
these agreements are expected to generate revenue once contract milestones and delivery obligations are met.
In
addition, Braiin has signed non-binding Memorandums of Understanding (“MoUs”) with prospective customers representing a potential
contract value of approximately $111.98 million. While these MoUs do not represent guaranteed revenue, they reflect market interest and
may convert into binding agreements as our capabilities scale.
The
MOU by and between Braiin and Sri Lankan Tea Factory Owners Association, dated November 17, 2022, has a duration of five years, unless
terminated by mutual consent, without penalty.
The
Service Agreement by and between Raptor300, Inc. and Sri Lankan Tea Factory Owners Association, dated January 24, 2025, and the Services
Agreement by and between Raptor300, Inc. and Sri Lankan Tea Factory Owners Associated, dated April 10, 2025, each has a term of
five years and is terminable by either party upon a material breach by the other. Each party may be entitled to claim damages in the
case of a termination due to a material breach.
The
Statement of Work by and between Raptor300, Inc. and Maskeliya Plantations PLC, dated October 14, 2022, has a term of five years and
is terminable by either party upon a material breach by the other. Each party may be entitled to claim damages in the case of a termination
due to a material breach.
The
Service Agreement by and between Raptor300, Inc. and Namunukula Plantations PLC, dated October 18, 2022, has a term of five years and
is terminable by either party without penalty upon one month’s written notice or, if either party materially breaches, upon 60
days’ written notice of such breach without cure.
The
Service Agreement by and between Raptor300, Inc. and Kegalle Plantations PLC, dated October 18, 2022, has a term of five years and is
terminable by either party without penalty upon one month’s written notice or, if either party materially breaches, upon
60 days’ written notice of such breach without cure.
The
Service Agreement by and between Raptor300, Inc. and Kelani Valley, Talawakelle & Horana Plantations PLC, dated August 1, 2019, has
a term of five years and is terminable by either party upon a 60-day notice of a material breach by the other, without cure. Each party
may be entitled to claim damages in the case of a termination due to a material breach.
The
Service Agreement by and between Raptor300, Inc. and Assam Company India Limited, dated June 28, 2021, has a term of five years and is
terminable by either party upon a 60 days’ notice of a material breach by the other, without cure. Each party may be entitled to
claim damages in the case of a termination due to a material breach. Assam Company India Limited is also entitled to terminate at any
time upon 30 days’ written notice without penalty.
Our
vision is to lead the way in transforming the landscape of drone services, and we are excited to embark on this journey with the support
of our valued stakeholders.
Cost
of Sales
We
anticipate our Cost of Sales will predominantly encompass expenses related to drone components and parts, such as batteries, raw materials,
direct labor costs, warranty expenses, and the operational costs associated with our assembly facilities, which include equipment depreciation
and amortization. Anticipating our expansion, we project an absolute increase in our Cost of Goods Sold to accommodate our growth.
Nevertheless,
as we continue to scale our business, we foresee a positive shift. Over time, we expect our Cost of Goods Sold to decrease as a percentage
of revenue. This decline is a direct outcome of our efforts to optimize operations, enhance efficiency, and leverage economies of scale.
Such measures will contribute to a more favorable cost structure as we progress in our mission.
Operating
Expenses
Administration
and Other Expenses
Administration
and other expenses consist of the costs associated with managing the Company’s operations during the period leading up to its proposed
direct listing on the Primary Exchange. These expenses are expected to increase as the Company advances toward listing and scale its
activities in preparation for post-listing operations.
Professional
and legal fees
Professional
and legal fees expenses consist of the costs associated with the Direct Listing and associated activity.
Depreciation
and amortization
Depreciation
and amortization expenses result from the depreciation of drones over a two-year period, the lease associated with a premises leased
in Sri Lanka, the depreciation of a newly acquired motor vehicle lease, and the commencement of amortization of capitalized software
development costs.
Other
expenses
Other expenses include staffing costs
together with a range of general operating and administrative expenses such as office and compliance costs, professional subscriptions
and memberships, insurance, technology and communication costs, travel, and various costs associated with the Company’s operations
in Sri Lanka.
Interest
Expense
Convertible
Notes
As
at 30 June 2025, the Group had on issue unsecured convertible notes with a total face value of $39,320 (the “Convertible Notes”).
These notes accrue interest at a rate of 10% per annum, calculated daily on the outstanding subscription amount, with interest capitalized
monthly and payable at the time of conversion or maturity. As at 30 June 2025, the total accrued interest on the convertible notes was
$10,035 (30 June 2024: 6,410).
The
Convertible Notes are recognized as a financial liability in accordance with IFRS 9. On initial recognition, the liability is
measured at fair value and subsequently at amortized cost. The Convertible Notes contain an embedded derivative related to the
conversion feature, which is separated from the host contract and measured at fair value through profit or loss. Changes in the fair
value of the embedded derivative are recognized in the consolidated statement of profit or loss and other comprehensive income.
The
Convertible Notes have a maturity of 18 months from the subscription date but are mandatorily convertible upon the occurrence of an IPO.
Promissory
Notes
The
Company issued unsecured promissory notes during the year ended 30 June 2025, with a total principal amount of $1,154,188. This comprised
$500,000 issued in the prior period and $636,355 received, $10,000 repaid and foreign exchange movements of $8,334 in the current
period. These are accounted for at amortized cost under IFRS 9. Interest accrues monthly and is calculated using the effective
interest method. Total interest accrued on the promissory notes is $289,736 (2024: $25,815).”
Loan
Facilities
The
Company has issued unsecured loan facilities during the year ended 30 June 2025, with a total principal amount including interest of
USD $195,499. Interest is paid at the end of each quarter at an interest rate of 25% per annum. As of 30 June 2024, the total
loan facility balance was USD $181,168.
Results
of Operations
Comparison
of the years ended June 30, 2025 and 2024:
The
following table summarizes our historical results of operations for the periods indicated.
| | |
2025 | | |
2024 | | |
% Change | |
| Income | |
| — | | |
| — | | |
| — | |
| Expenses: | |
| | | |
| | | |
| | |
| Administration and other expenses | |
| 477,075 | | |
| 268,307 | | |
| 78 | % |
| Audit fees | |
| 201,871 | | |
| 232,454 | | |
| -13 | % |
| Professional and legal fees | |
| 590,149 | | |
| 798,466 | | |
| -26 | % |
| Rent | |
| 248,800 | | |
| — | | |
| 100 | % |
| Depreciation and amortization | |
| 113,370 | | |
| 148,313 | | |
| -24 | % |
| Interest expense | |
| 317,103 | | |
| 82,755 | | |
| 283 | % |
| Loss on deconsolidation | |
| — | | |
| 5,469 | | |
| 100 | % |
| Loss on loan forgiveness | |
| — | | |
| 175,386 | | |
| 100 | % |
| Loss on foreign currency exchange | |
| 24,585 | | |
| 4,225 | | |
| 482 | % |
| Total expenses | |
| 1,972,954 | | |
| 1,715,375 | | |
| 15 | % |
| | |
| | | |
| | | |
| | |
| Loss before income tax expense | |
| (1,972,954 | ) | |
| (1,715,375 | ) | |
| 15 | % |
| Income tax (benefit)/expense | |
| — | | |
| — | | |
| | |
| Loss after tax from continuing operations | |
| (1,972,954 | ) | |
| (1,715,375 | ) | |
| 15 | % |
| | |
| | | |
| | | |
| | |
| Items that may be classified subsequently to profit and loss | |
| | | |
| | | |
| | |
| Foreign currency translation | |
| 19,896 | | |
| 19,967 | | |
| 19 | % |
| Other comprehensive gain/(loss) | |
| 19,896 | | |
| 19,967 | | |
| 19 | % |
| | |
| | | |
| | | |
| | |
| Total comprehensive loss for the period | |
| (1,953,058 | ) | |
| (1,695,408 | ) | |
| 15 | % |
Variance
Analysis
It
is noted that all activity for the year ended June 30, 2025 primarily relates to costs incurred in connection with the Direct Listing,
restructuring activities, and interest costs related to convertible and promissory notes.
Items
that had variances are detailed below:
Administration
and Other Expenses
Administrative
expenses increased by $208,768, or 78%, to $477,075 for the year ended 30 June 2025, compared to $268,307 for the year ended 30 June
2024. This increase was mainly driven by higher staffing costs ($186,210), general expenses ($11,304), travel ($10,870), repairs
& maintenance ($8,620) and office expenses ($8,437). Some of the main items that offset this increase included memberships ($5,039), drone related expenses
($8,039), dues and subscriptions ($2,394).
Audit
Fees
Audit
fees decreased by $30,583, or 13%, to $201,871 for the year ended 30 June 2025, compared to $232,454 for the year ended 30 June 2024.
The reduction reflects efficiencies achieved in the audit process and stabilization of the Company’s reporting framework
following the additional work undertaken in the prior year to prepare for the direct listing on the Primary Exchange and related regulatory
requirements.
Professional
and Legal Fees
Professional
and legal fees decreased by $208,317, or 26%, to $590,149 for the year ended 30 June 2025, compared to $798,466 in the prior year. The
reduction reflects lower reliance on external advisors following the completion of significant preparatory work in the United States
during the previous year to support the Group’s planned direct listing on the Primary Exchange.
Rent
Rent
expenses were $248,800 for the year ended 30 June 2025, compared to $0 in the year ended 30 June 2024. This reflects a new short
term lease arrangement for office and operational premises commenced during 2025 in preparation for expansion and operational
scaling.
Depreciation
and amortization
Depreciation
and amortization decreased by $34,943, or 24%, to $113,370 for the year ended 30 June 2025, compared to $148,313 for the year ended 30
June 2024. The decrease reflects the fully depreciated assets of Raptor300, the commencement of depreciation on a motor vehicle lease
acquired during the half year and the commencement of the amortization of software and development assets.
Finance
Costs — Interest Expense
Finance
costs increased by $234,348, or 283%, to $317,103 for the year ended 30 June 2025, compared to $82,755 during the year ended June 30,
2024. This was primarily due to interest accrued on new promissory notes issued in 2025, with interest rates ranging
up to 12% per annum on the promissory notes.
Loss
on Deconsolidation
There
was no loss on deconsolidation in the current period, compared to $5,469 in the year ended 30 June 2024. The prior period reflected a
one-off restructuring transaction where Raptor300 Australia Pty Ltd was deconsolidated following an internal transfer of assets and shares.
Loss
(Gain) on Foreign Currency Exchange
Loss
on foreign currency exchange increased by $20,360 from $4,225 during the year ended June 30, 2024 to $24,585 during the year ended
June 30, 2025. The loss arose primarily from a $10,833 revaluation of a GBP issued promissory note and movements in the Australian
dollar and Sri Lankan rupee against the U.S. dollar during the reporting period.
Loss on Loan Forgiveness
Loss on loan forgiveness decreased
to $nil for the year ended June 30, 2025, compared to $175,386 for the year ended June 30, 2024. This was due to a one-off instance of
loan forgiveness during the prior year.
Liquidity
and Capital Resources
We
have incurred net losses since inception and to date have not generated any revenue from the operations of drones. To date, we have funded
our operations primarily through shareholder loans, Loan facilities, Promissory Notes, SAFE notes and Convertible Notes.
As
of June 30, 2025, we had cash and cash equivalents of $110,779. We incurred a net loss after tax for the year ended June 30, 2025, of
$1,972,954 and of $1,715,375 for the year ended June 30, 2024. As of June 30, 2025, the Company had a net working capital deficit
of $4,863,959 and a net liability position of $4,779,266.
However, the financial statements have been prepared
on a going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement
of liabilities in the ordinary course of business. Accordingly, our financial statements do not include adjustments relating to the recoverability
and classification of the recorded assets and liabilities amounts that might be necessary should the Group not continue as going concern.
The
Directors have assessed the Group’s ability to continue as a going concern and are satisfied that the going concern basis of preparation
is appropriate. While the Group recorded a net loss after tax for the year ended 30 June 2025 of $1,972,954 (2024: $1,715,375), a net
operating cash outflow of $1,177,659 (2024: $706,870), and a net liability position of $4,779,266 (2024: $2,826,208), subsequent events
and current funding provide sufficient basis to conclude that the Group has adequate resources to meet its obligations over the next
twelve months.
During
the year, the Group entered into Promissory Note Agreements with investors totaling $636,355 of which $10,000 was repaid. In addition,
since year end, the Directors have issued SAFE notes totaling $375,000. The Group is also actively progressing a direct listing
on the Primary Exchange, with the intention to complete the listing before 31 December 2025. An F-1 registration statement has been lodged
with the U.S. Securities and Exchange Commission (SEC), and the Group is prepared to respond comprehensively to subsequent queries. The
Board has also advanced discussions with strategic investors and financing partners and
has prepared detailed budgets and financial forecasts demonstrating sufficient liquidity to support operations for at least twelve months
from the date of this report.
Key
subsequent developments supporting this assessment include:
| ● | In
September 2025, the Group successfully completed a $3,000,000 equity placement, providing
additional liquidity to fund operations and strategic objectives. |
| ● | In
September 2025, the Company entered into amendments to the Promissory Notes originally on
issue on 30 June 2025. The amendments extend maturity terms to the original instruments.
This significantly strengthens the Group’s financing position and improves future cash
flow forecasts. |
| ● | SAFE
Notes on issue as of 30 June 2025 were converted into equity following the September
placement, reducing the Group’s debt obligations and simplifying its capital structure. |
| | | |
| | ● | In
November 2025, the Group successfully completed a $2,000,000 equity placement, providing
additional liquidity to fund operations and strategic objectives. |
These
subsequent events provide tangible evidence of investor support and improved financing conditions. Taken together, they reinforce the
Directors’ confidence that the Group has sufficient resources to meet its obligations as they fall due. Accordingly, the financial
statements have been prepared on a going concern basis.
Separately,
the Company entered into a loan arrangement with TWCC VIC Pty Limited pursuant to a Binding Term Sheet dated March 11, 2025, to raise
funding of US$14.4 million. In addition, the Company executed a Share Sale Agreement with Chetan Saligrama / Chetan Family Trust to issue
shares of Braiin for a total purchase price of US$3.0 million.
As
of our latest assessment, management anticipates that from the time of our direct listing until the achievement of projected profitability,
we will require an estimated $20.8 million (net of transaction costs). This funding will be critical to executing our comprehensive business
plan, which encompasses several key components:
| ● | Servicing
of Contracts: We plan to facilitate the successful execution of contracts in Sri Lanka by
acquiring and deploying advanced drone technology, which will be a cornerstone of our operations. |
| ● | Capital
Expenditure: Purchase of drone components and parts, such as batteries, raw materials, warranty
expenses |
| ● | Employment
of the Required Labor Force: We intend to assemble a skilled and dedicated workforce, essential
for the efficient and effective implementation of our business strategies. |
| ● | Hiring
of the Required Administration and Finance Personnel: We will also allocate funds towards
recruiting and retaining competent professionals in administration and finance, whose expertise
will be pivotal in our journey toward profitability. |
This
capital allocation will enable us to navigate the path towards realizing our strategic objectives.
| ● | Future
Revenue Projections and Contract Deliverables: Our confidence in sustaining operations
without additional financing for the next twelve months and subsequently maintaining operational
levels in the future years is based on firm contracts that are expected to generate approximately
$35.93 million in revenue. This revenue is anticipated to significantly bolster our cash
reserves and address the working capital deficit. |
Until
we generate sufficient operating cash flow to cover our operating expenses, working capital needs and planned capital expenditures, or
if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future
capital needs. If we raise funds by issuing equity securities, there may be dilution to our shareholders. Any equity securities issued
may also provide for rights, preferences or privileges senior to those of holders of ordinary shares. If we raise funds by issuing debt
securities, these debt securities may have rights, preferences, and privileges senior to those of preferred and common shareholders.
The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past,
and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.
Our
principal uses of cash in recent periods have been funding activities and other personnel costs as well as costs associated with the
Direct Listing. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount
of cash received from our customers, the expansion of sales and marketing activities, the timing and extent of spending to support our
development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products and technologies.
We may be required to seek additional equity or debt financing. In the event that we require additional financing we may not be able
to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary
to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would
harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our
expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects
and results of operations.
Cash
Flows
Cash
flows for the fiscal year ended June 30 is as follows:
| | |
2025 | | |
2024 | | |
% Change | |
| Net cash used in operating activities | |
| (1,177,659 | ) | |
| (706,870 | ) | |
| 67 | % |
| Net cash used in investing activities | |
| (24,000 | ) | |
| (885 | ) | |
| 2,612 | % |
| Net cash generated by financing activities | |
| 715,024 | | |
| 63,826 | | |
| 1,020 | % |
Net
cash used in operating activities
Net
cash used in operating activities decreased by $470,789, or 67%, from $706,870 for the year ended 30 June 2024 to $1,177,659 for the
year ended 30 June 2025. This reduction reflects stronger cash flow management despite ongoing costs associated with the Company’s
operations in Sri Lanka and Australia. While expenses remain elevated in preparation for the Company’s planned direct listing on
the Primary Exchange, there was no material increase in headcount or infrastructure expenditure during the period. Operating cash flows
also included an inflow of $120,000, which has been recognized as unearned revenue in the statement of financial position.
Net
cash used in investing activities
Net
cash used in investing activities increase by $23,115 or 2,612% from an outflow of $885 during the year ended June 30, 2024 to an outflow of $24,000 for the year ended 30 June 2025. This
reflects a bond paid during the current year for an office premises in New York.
Net
cash generated from financing activities
Net
cash generated from financing activities increase by $651,198 or 1,020%. The net inflow was $715,024 for the year ended 30 June
2025, compared to $63,826 in the year ended 30 June 2024. The changes were primarily due to the increase in promissory notes payable
and the payback of the director loan during the period.
Contractual
Obligations and Commitments
We
have signed five-year contracts potentially worth $35.93 million with nine large agricultural companies in Sri Lanka. We have executed
six contracts involving a total of nine publicly listed companies. Specifically, we engaged with the Hayleys Group, which is the holding
company for three publicly listed companies: Kelani Valley Plantations PLC, Talawakelle Tea Estates PLC, and Horana Plantations PLC.
Similarly, Lankem Tea and Rubber Plantations Ltd is the holding company for two publicly listed companies: Agarapathana Plantations Limited
and Kotagala Plantation PLC. The remaining contracts involved Namunukula Plantations PLC, Kegalle Plantations PLC, Maskeliya Plantations
PLC, Sri lanka Tea Factory Owners Association and Assam Company India Limited. We have successfully completed the mapping of all the
designated areas pursuant to these contracts and have recently commenced operations to fulfill such contracts. We have also executed
non-binding Memoranda of Understanding (“MoUs”) representing an additional $111.98 million in potential contract value.
See “— components of Operations — Revenue” above for a description of the terms of these contracts.
Off-Balance
Sheet Arrangements
Other
than as described below, we do not have any off-balance-sheet arrangements other than the signing of five-year contracts worth $35.93
million for the future provision of drone services.
As
of 30 June 2025, the Company had a short-term lease arrangement with monthly payments of USD $24,000, totaling approximately USD
$288,000 over a 12-month period. The lease has a term of less than 12 months and does not include a purchase option. As such, it qualifies
for exemption from lease liability recognition and is not recorded on the statement of financial position. This lease is considered an
off-balance sheet arrangement, with the expense recognized on a straight-line basis over the lease term.
Critical
Accounting Policies and Significant Judgments and Estimates
The
application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities
that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates. Further information on this topic can be
accessed from note 1 to the consolidated financial statements.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimate is
revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods.
Certain
Differences Between IFRS Accounting Standards and GAAP
IFRS
differs from GAAP in certain respects, including differences related to financial liabilities such as convertible notes and SAFE notes,
intangible assets, income tax and earnings per share. Management has not assessed the materiality of differences between IFRS and GAAP.
Our significant accounting policies are described in Note 2 to our consolidated financial statements and the related notes thereto included
elsewhere in this prospectus.
Quantitative
and Qualitative Disclosures About Market Risk
Credit
risk
Exposure
to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that
could lead to a financial loss to the Company.
The
Company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments
entered into by the Company.
Credit
risk exposures
The
maximum exposure to credit risk is to its alliance partners, which risk is limited to the carrying amount, net of any provisions for
impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.
Credit
risk related to balances with banks and other financial institutions is managed by the Company in accordance with approved Board policy.
Such policy requires that surplus funds are only invested with reputable financial institutions, wherever possible.
Generally,
trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor
to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1
year.
Interest
Risk
The
Company is not exposed to material interest rate risk. The interest rate related to promissory notes, convertible notes and loan
facilities is fixed per the agreements.
Liquidity
Risk
The
Company adopts prudent liquidity risk management by maintaining sufficient cash and obtaining continuous funding through capital raising
as and when necessary to enable the Company to pay its debts as and when they become due and payable.
The
table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the
reporting period date to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows. Balances
due within 12 months approximate their carrying balances, as the impact of discounting is not significant.
| 30 June 2025 | |
Weighted
average
interest
rate
% | | |
Less than
1 year
$ | | |
More than
1 year
$ | | |
Total
$ | |
| Trade and other payables | |
| — | | |
| 796,207 | | |
| — | | |
| 796,207 | |
| Lease liability | |
| 16.87 | % | |
| 20,159 | | |
| 40,318 | | |
| 60,477 | |
| Loan facility | |
| 18.00 | % | |
| 163,837 | | |
| — | | |
| 163,837 | |
| Loan Interest | |
| — | | |
| 31,662 | | |
| — | | |
| 31,662 | |
| Accrued Interest | |
| — | | |
| 10,035 | | |
| — | | |
| 10,035 | |
| Promissory Notes and accrued interest | |
| — | | |
| 1,154,188 | | |
| — | | |
| 1,154,188 | |
| Promissory note interest | |
| — | | |
| 289,736 | | |
| — | | |
| 289,736 | |
| Convertible notes | |
| 10.00 | % | |
| 39,321 | | |
| — | | |
| 39,321 | |
| SAFE notes | |
| — | | |
| 1,929,667 | | |
| — | | |
| 1,929,667 | |
| Total | |
| | | |
| 4,434,812 | | |
| 40,318 | | |
| 4,475,130 | |
Fair
values
The
fair values of financial assets and financial liabilities as presented above can be compared to their carrying values as presented in
the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’s length transaction.
Internal
Control over Financial Reporting
In
connection with the preparation of our consolidated financial statements for the periods ended June 30, 2025 and 2024, we identified
several material weaknesses in the design and operation of our internal control over financial reporting. Please see “Risk Factors
— Risks Related to Braiin’s Business.
We
have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses
is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls
in the future, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public
company in a timely manner. Specifically, we have identified two material weaknesses being:
| 1. | the
lack of a formally implemented system of internal control over financial reporting and limited
or no associated written documentation of our internal control policies and procedures, and |
| 2. | the
lack of sufficient resources and key accounting personnel with sufficient knowledge and experience
in reporting and compliance with the SEC and PCAOB. |
Remediation
Activities
Braiin
Limited is actively addressing the material weakness identified in our internal control over financial reporting. As a Foreign Private
Issuer preparing our consolidated financial statements in accordance with IFRS as issued by the IASB, we recognize the importance of
establishing and maintaining effective internal controls suitable for a company preparing to operate as a U.S.-listed public company.
We
are in the process of hiring additional finance and accounting personnel with the requisite technical expertise in IFRS and public company
reporting expectations. These efforts are aimed at improving segregation of duties, formalizing internal accounting policies and procedures,
and enhancing our ability to address complex accounting matters in accordance with IFRS.
While
we have initiated steps to remediate the identified material weakness, full remediation will require successful implementation of these
enhancements and evidence that they are operating effectively over a sustained period. Management remains committed to continuously improving
the design and operation of our internal control environment and will monitor progress on an ongoing basis.
This
material weakness will be considered remediated only once the relevant controls have been implemented, operated for a sufficient period,
and management has concluded that they are operating effectively.”
JOBS
Act
We
are an emerging growth company, as defined in the JOBS Act. We intend to rely on certain reduced reporting and other requirements that
are otherwise generally applicable to public companies. As an emerging growth company, we are not required to, among other things, (i)
provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act, which would otherwise be required beginning with our second annual report on Form 20-F, and (ii) comply with
any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement
to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).
CONNECT
SIMPLE PTY LTD
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Overview
Connect
Simple offers a complimentary home moving service. If you’re relocating, Connect Simple simplifies the process by assisting you
in locating suppliers in your vicinity and organizing services seamlessly. Our service covers connections for electricity, gas, internet,
phone, pay TV, and more.
Business
Model
Our
Platform
Connect
Simple is an innovative AI and technology-powered utility services platform that provides white-label digital solutions for partners
including finance brokers, SME consultants, and comparison sites. Our platform enables these partners to offer fully branded, seamless
customer journeys for energy, gas, and broadband service signups.
Our
Mission
To
revolutionize utility connections for residential and SME clients through intelligent, automated online platforms that simplify the entire
process from discovery to sign up.
Core
Offerings
| ● | Energy
Services: Streamlined connections for electricity and gas providers through our partner network |
| ● | Broadband
Solutions: Integrated signup processes for internet service providers |
| ● | Energy
Efficiency Programs: Participation in government-backed initiatives like the Victorian Energy
Upgrades (VEU) program |
| ● | Insurance
Partnerships: Recently secured contract with Honey Insurance for home insurance offerings |
| ● | Our
Technology Advantage |
| ● | White-label
platform enabling partners to maintain their brand identity |
| ● | AI-driven
customer journey optimization |
| ● | Deep
B2B2C integrations with utility providers |
| ● | Fully
automated onboarding and verification processes |
Our
unique value proposition combines cutting-edge technology with deep industry partnerships to create:
| ● | Frictionless
customer experiences |
| ● | Higher
conversion rates for partners |
| ● | Comprehensive
utility service offerings in one platform |
| ● | Government-approved
energy efficiency solutions |
| ● | We
are committed to delivering: |
| ● | Customizable
white-label solutions |
| ● | Real-time
performance analytics |
| ● | Dedicated
support for implementation |
| ● | Ongoing
platform enhancements |
With
our recently secured Honey Insurance partnership and VEU program participation, we are positioned for significant growth in FY2025. Our
roadmap includes:
| ● | Expanding
our partner network |
| ● | Adding
new utility and home services |
| ● | Enhancing
our AI capabilities for personalized recommendations |
| ● | At
Connect Simple, we prioritize: |
| ● | Seamless
integration for our partners |
| ● | Exceptional
end-user experiences |
| ● | Continuous
innovation in utility technology solutions |
| ● | Compliance
with all regulatory requirements. |
We
offer a comprehensive range of consulting services, including:
| ● | Electricity
& Gas Connections Seamless setup with trusted Australian providers, ensuring competitive
rates and reliable supply. |
| ● | Pay
TV & Entertainment Customized solutions for Foxtel, Fetch, and streaming services. |
| ● | Single-Point
Coordination Manage all utility setups through one platform—no need for multiple calls
or negotiations. |
| ● | Trusted
Supplier Network Access to Australia’s top utility providers for quality service and
cost efficiency. |
| ● | Local
& Interstate Moves Tailored solutions whether relocating nearby or across states. |
| ● | Time
& Stress Savings Eliminates research, paperwork, and service delays for a faster move-in. |
Key
Factors Affecting Our Performance
Competition
Connect
Simple operates in a competitive utility’s connection market, competing with direct providers, comparison platforms, and relocation
services. Our core customers include homeowners, renters, and real estate partners.
Key
Risks
| ● | Changes
in utility regulations or pricing |
| ● | Shifts
in government energy/infrastructure policies |
| ● | Disruption
from digital platforms |
| ● | Fluctuations
in housing market activity |
Components
of Results of Operations
Revenue
Connect
Simple Pty Ltd delivers end-to-end utility connection and relocation solutions, with core revenue from residential relocation packages
and corporate utility management contracts. We serve diverse clients including private renters, property managers, real estate chains,
and business relocation partners throughout Australia.
Cost
of Sales
Our
Cost of Sales is Commission paid by the Company to its business partners. It also includes direct expenses incurred to earn revenue.
Results
of Operations
For
the year ended June 30, 2025
| (in US dollars) | |
Year
ended June
30, 2025 | | |
Period
from Dec
1, 2023, to June
30, 2024 | | |
Change % | |
| Revenue | |
| 537,762 | | |
| 335,690 | | |
| 60 | % |
| Cost of sales | |
| (330,046 | ) | |
| (108,064 | ) | |
| 205 | % |
| Gross profit | |
| 207,716 | | |
| 227,626 | | |
| (9 | )% |
| Operating expenses | |
| | | |
| | | |
| | |
| General and administrative | |
| (112,491 | ) | |
| (67,048 | ) | |
| (68 | )% |
| Sales and marketing | |
| (1,764 | ) | |
| (1,112 | ) | |
| (59 | )% |
| Operating income before Taxes | |
| 93,461 | | |
| 159,466 | | |
| (41 | )% |
| Tax expense | |
| (30,288 | ) | |
| (39,866 | ) | |
| (24 | )% |
| Net income for the year / period | |
| 63,174 | | |
| 119,600 | | |
| (47 | )% |
Revenue
Revenue
increased by 60% to USD 537,762 for in the year ended June 30, 2025, compared to USD 335,690 for the period of seven months from inception
to June 30, 2024. The revenue increase was due to a full year of operation as compared to the 7 months of initial operations. Additionally,
the Company also managed to grow its number of customers during the current year.
Cost
of Sales
Cost
of Sales increased to USD 330,046 in the year ended June 30, 2025, compared to USD 108,064 in the period of 7 months ended June 30,
2024, or 205%. This was mainly due to the increase in revenue. More than proportional increase in cost of sales was mainly due to
higher commissions paid by the Company during the current year.
General
and Administrative
Our
General and Administrative expenses increased by 68% to USD 112,491 for the year ended June 30, 2025, as compared to USD 67,048 for the
period of 7 months ended June 30, 2024. This was mainly due to USD 42,083 increase in professional fee incurred. Additionally, the increase
in expenses is in line with effect of full year operations in comparison to only 7 months of operations during the prior year.
Sales
and Marketing
Sale
and Marketing expenses increased by 59% to USD 1,764 for the year ended June 30, 2025, as compared to USD 1,112 for the period of 7 months
ended June 30, 2024. This increase in sales and marketing expenses is in line with effect of full year operations in comparison to only
7 months of operations during the prior year.
Cash
Flows
Cash
flows for the year ended June 30, 2025 is as follows:
| (in USD dollars) | |
Year
ended June
30, 2025 | | |
Period
from Dec
1, 2023, to June
30, 2024 | | |
Change % | |
| Cash flows from operating activities | |
| 231,463 | | |
| 74,815 | | |
| 209 | % |
| Cash flows from investing activities | |
| - | | |
| - | | |
| - | |
| Cash flows from financing activities | |
| - | | |
| 66 | | |
| 100 | % |
Net
cash flows from operating activities
Net
cash generated from operating activities was USD 231,463 for the year ended June 30, 2025, which was 209% higher than USD 74,815 of cash
generated during the period of 7 months ended June 30, 2024. This was mainly due to increase of USD 163,927 in accrued and other liabilities,
decrease of USD 85,240 in trade receivable and other current assets, offset by a decrease of USD 67,557 in trade payables during the
year ended June 30, 2025.
Net
cash used in financing activities
Net
cash from financing activities decreased to USD 0 for the year ended June 30, 2025 in comparison to USD 66 received on issuance of share
capital during the comparative period.
Liquidity
and Capital Resources
The
company commenced operations on December 1, 2023, and has since established regular revenue streams and a stable financial foundation.
As of June 30, 2025, the company reported retained earnings of USD 185,325 reflecting a profitable operation from the very beginning.
As of June 30, 2025, the Company maintained a healthy cash balance of USD 306,344 and a positive working capital of USD 185,391,
indicating that the company has sufficient current assets to meet its short-term obligations. Given the absence of significant liabilities
and the presence of consistent income, the company’s liquidity position is sound. The management remains focused on maintaining
this positive trajectory by continuing to secure long-term customer contracts, which provide predictable cash inflows, and by implementing
prudent financial management practices to ensure sustained growth and operational stability. The current liquid resources and the positive
operating cash flows are sufficient to sustain the Company’s operations for over a year’s time. With a very promising business
model, the management is fully committed to fund company’s financial requirements as it grows its operations.
Additionally,
the company primarily operates in the utility services sector through its digital platform, which serves as the core driver of revenue.
The platform enables seamless customer onboarding for services such as electricity, gas, and broadband, under white-label arrangements
with partners. This business model allows for consistent and recurring income streams, driven by a network of brokers, consultants, and
affiliate sites. The utility services environment provides a predictable and stable source of revenue, with long-term partner relationships
contributing to reliable cash inflows. The company maintains healthy gross margins and consistently generates sufficient operating profits
to cover its expenses. In the event of any short-term liquidity needs, the company has access to financial facilities that ensure the
continued smooth operation of its business activities.
Quantitative
and Qualitative Disclosures About Market Risk
We
are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our
financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations
in interest rates and foreign currency exchange rates.
VIS
NETWORKS PRIVATE LIMITED
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Overview
VIS
Networks Private Limited (the ‘company’), established in 2011, has grown into a trusted partner for businesses seeking advanced
communication and customer experience (CX) management solutions. VIS provides services like Unified Communication, Contact Center, Video
Conferencing, and Audio-Visual Solutions, catering to global businesses. With a focus on enhancing CX management through state-of-the-art
technology, VIS serves diverse industries, ensuring secure, reliable, and efficient communication infrastructures.
Business
Model
VIS
Networks Private Limited (VIS Networks or the Company) operates as a key player in the global communication and CX management space,
providing advanced technological solutions to diverse business sectors. The company specializes in designing, setting up, and managing
integrated communication systems tailored to meet the unique needs of clients across the globe. With over a decade of experience and
a growing client base, VIS is recognized for its customer-centric approach, high-quality service delivery, and focus on long-term partnerships.
Headquartered in Bangalore (India), VIS has been catering to thousands of businesses from all corners of the world across. The business
model of the company is structured around the following pillars:
| ● | Technological
Advancement: VIS Networks consistently invests in the latest communication technologies,
staying at the forefront of innovation in Unified Communication, Video Conferencing, and
CX management solutions. By focusing on integrating cutting-edge technologies, the company
ensures that its solutions evolve with the changing demands of its clients. |
| ● | Global
Market Penetration: VIS Networks has expanded its reach across international markets, serving
clients in various regions. The company continues to build its presence in both established
and emerging markets, enabling businesses to adopt advanced communication infrastructures
that enhance their operational efficiency. |
| ● | Integrated
Solutions: VIS provides end-to-end, customized solutions that cater to the unique communication
infrastructure needs of its clients. By leveraging strong partnerships with leading technology
providers, the company offers seamless experience that includes consultancy, design, implementation,
and post-sales support. |
| ● | Customer-Centric
Approach: VIS’s business model is built around delivering exceptional customer experience.
The company prides itself on its ability to provide scalable, reliable, and secure solutions,
backed by superior post-sales support and a dedicated team of professionals. |
Key
Factors Affecting Performance
Several
key factors influence the performance of VIS Networks, shaping both its operational and financial outcomes:
| ● | Technological
Innovation and Investment: In a highly competitive and fast-evolving industry, staying ahead
with the latest technologies is critical. VIS Networks continuously invests in technological
advancements to maintain its competitive edge, but this also requires significant capital
expenditure, which must be balanced with profitability. |
| ● | Global
Economic Conditions: As a company with a global footprint, VIS Networks is exposed to the
impact of global economic fluctuations. Exchange rate volatility, inflationary pressures,
and shifts in market demand can affect the company’s revenue streams and profitability. |
| ● | Operational
Efficiency and Cost Management: Managing rising operational costs, particularly in the areas
of administrative expenses and financing costs, remains a key challenge. While VIS is focused
on streamlining operations and optimizing costs, increased expenditure in employee costs
and technology upgrades could influence its bottom line if not managed effectively. |
| ● | Market
Competition: The communication and CX management solutions market is highly competitive,
with both established players and emerging startups vying market share. VIS Networks needs
to continuously innovate and offer differentiated, value-driven solutions to maintain and
grow its customer base. |
| ● | Debt
Management: With rising financing costs due to increased borrowings for capital expenditures,
managing debt levels is crucial to ensure that the company can continue to invest in growth
without negatively impacting liquidity and profitability. |
| ● | Customer
Retention and Satisfaction: As a service-oriented company, maintaining high levels of customer
satisfaction is vital for sustaining long-term relationships and securing repeat business.
VIS Networks’ commitment to superior customer service and post-sales support is a core
driver of its success. |
Components
of Results of Operations
Revenue
We
recognize revenue from sales of products, subscription of products, sale/ distribution of licenses, annual maintenance charges and staffing
support services.
Cost
of Sales
Our
Cost of Sales includes expenses directly related to the earning of revenue. It predominantly encompasses costs related to products and
licenses, AMC support services and technical support services.
Operating
Expenses
Our
operating expenses mainly include distribution expenses, administrative expenses and staff costs. Main administrative expenses are employee
benefits, depreciation and other expenses.
Results
of Operations
For
the year ended June 30
| (Amount in USD) | |
2025 | | |
2024 | | |
Change% | |
| Revenue | |
| 61,980,366 | | |
| 55,573,321 | | |
| 12 | % |
| Cost of sales | |
| (41,184,132 | ) | |
| (35,251,638 | ) | |
| 17 | % |
| Gross profit | |
| 20,796,234 | | |
| 20,321,684 | | |
| 2 | % |
| Expenses | |
| | | |
| | | |
| | |
| Distribution costs | |
| (267,398 | ) | |
| (372,789 | ) | |
| (28 | )% |
| Administrative expenses | |
| (17,988,208 | ) | |
| (15,936,735 | ) | |
| 13 | % |
| Operating profit | |
| 2,540,628 | | |
| 4,012,160 | | |
| (37 | )% |
| Other income – net | |
| 296,513 | | |
| 551,000 | | |
| (46 | )% |
| Finance costs – net | |
| (297,791 | ) | |
| (412,307 | ) | |
| (28 | )% |
| Share of net profit / (loss) of associates and joint ventures accounted for using the equity method | |
| (38,665 | ) | |
| (170,476 | ) | |
| 77 | % |
| Profit before income tax | |
| 2,500,684 | | |
| 3,980,377 | | |
| (37 | )% |
| Income tax expense | |
| (591,457 | ) | |
| (1,373,495 | ) | |
| 57 | % |
| Profit for the period | |
| 1,909,227 | | |
| 2,606,882 | | |
| (27 | )% |
-Revenue
| Particulars | |
2025 | | |
2024 | | |
Change % | |
| Sale of products | |
| 28,615,321 | | |
| 23,703,751 | | |
| 21 | % |
| Subscription of products | |
| 185,088 | | |
| 229,954 | | |
| (20 | )% |
| Sale/subscription of licenses | |
| 6,245,317 | | |
| 3,987,219 | | |
| 57 | % |
| Revenue from annual maintenance charges (“AMC”) | |
| 12,041,336 | | |
| 15,494,915 | | |
| (22 | )% |
| Manpower and Staffing support services | |
| 14,893,305 | | |
| 12,157,482 | | |
| 23 | % |
| | |
| 61,980,366 | | |
| 55,573,321 | | |
| 12 | % |
Total
revenue has increased by USD 6,407,045, or 12%, to USD 61,980,366 for the year ended June 30, 2025, compared to USD 55,573,321 for the
year ended June 30, 2024. This increase in revenue was due to a USD 4,911,570 increase in Sale of Products, USD 2,258,098 increase in
Sale/subscription of licenses, and USD 2,735,822 increase in manpower and staffing support services. This increase was
offset by a USD 3,453,580 decrease in revenue from revenue from annual maintenance charges (“AMC”) and a USD 44,866
decrease in subscription of products.
Cost
of Sales
Cost
of sales increased by USD 5,932,495, or 17%, to USD 41,184,132 for the year ended June 30, 2025, compared to USD 35,251,637 for the year
ended June 30, 2024. Increase in cost of sales is due to the increase in revenue. However, this increase of 17% slightly outpaced the
revenue growth of 12%, reflecting higher input costs. The increase in cost of sales was due to a USD 5,098,785 increase in costs of products
sold, USD 2,998,210 increase in cost of technical support services, and USD 2,697,563 increase in costs incurred for licenses. These
increases were compensated by a decrease of USD 4,862,063 in costs related to AMC support services.
Distribution
Costs
Distribution
costs has decreased by USD 105,390, or 28%, to USD 267,398 for the year ended June 30, 2025, compared to USD 372,789 for the year ended
June 30, 2024.This reflected an effort towards cost management efforts.
Administrative
Expenses
Administrative
expenses increased by USD 2,051,473, or 13%, to USD 17,988,208 for the year ended June 30, 2025, compared to USD 15,936,735 for the year
ended June 30, 2024. This increase indicates higher overhead and operational costs, primarily driven by increased employee salary and
benefits expenses that increased by USD 983,346 to USD 11,908,344 for the year ended June 30, 2025, compared to USD 10,924,998 for the
year ended June 30, 2024. Additionally, other expenses increased by USD 1,216,895 from USD 11,908,345 in 2025 from USD 4,385,046
in year ended June 30, 2024.
Other
Income
Other
income decreased by USD 254,487, or 46%, to USD 296,513 for the year ended June 30, 2025, compared to USD 551,000 for the year
ended June 30, 2024. This decrease was primarily due to lower gains on the sale of investments and reduced foreign exchange gains, offset
slightly by interest income received on income tax refund.
Finance
Costs
Finance
costs have decreased by USD 114,516, or 28%, to USD 297,791 for the year ended June 30, 2025, compared to USD 412,307 for the year ended
June 30, 2024. The decrease in finance costs is primarily due to lower interest expenses and decreased utilization of financial facilities
where interest cost decreased by USD 88,190 and other bank charges decreased by USD 16,741.
Income
Tax Expense
Income
tax expense has decreased by USD 782,038 or 57%, to USD 591,457 for the year ended June 30, 2025, compared to USD 1,373,495 for the year
ended June 30, 2024. The fall in tax expense is consistent with the decrease in pre-tax profit.
Cash
Flows
Analysis
of cash flows for the fiscal years ended June 30 is as follows:
| (Amount in USD) | |
2025 | | |
2024 | | |
Change% | |
| Cash flows generated by (used in) operating activities | |
| 546,915 | | |
| (187,946 | ) | |
| 391 | % |
| Cash flows generated by (used in) investing activities | |
| (663,131 | ) | |
| (544,101 | ) | |
| -22 | % |
| Cash flows generated by (used in) financing activities | |
| (321,279 | ) | |
| 1,110,659 | | |
| -129 | % |
Net
Cash flows Generated by (Used in) Operating Activities
Net
cash inflow from operating activities increased by USD 734,861 to USD 546,915 for the year ended June 30, 2025, compared to USD 187,946
for the year ended June 30, 2024. This change was primarily driven by a significant decrease in cash generation from operations, which
declined by USD 1,700,543, reflecting increased working capital requirements. However, the decrease was partially offset by income tax
refund received during the year of USD 882,554 as compared to the income tax paid of USD 1,552,850 in the prior year.
Net
Cash flows Generated by (used in) Investing Activities
Net
cash outflow from investing activities increases by USD 119,030 to a net outflow of USD (663,131) for the year ended June 30, 2025, compared
to an outflow of USD (544,101) in the previous year. This was primarily due to an increase in payments for property, plant, and
equipment and intangible assets, where there was net outflow of only USD 780,135 during the year ended June 30, 2025 in comparison to
a net outflow of USD 651,809 during the year ended June 30, 2024.
Net
Cash flows Generated by (Used in) Financing Activities
Net
cash inflow from financing activities decreased by USD 1,431,938 to USD (321,279) for the year ended June 30, 2025, compared to a net
inflow of USD 1,110,659 in the previous year. The reduction in cash inflows was mainly due to lower proceeds from borrowings (USD 169,466
in 2025 vs. USD 1,722549 in 2024).
Liquidity
and Capital Resources
Liquidity
and Capital Resources: As of June 30, 2025, the Company maintained a cash balance of USD 2,806,056 and a positive working capital position
of USD 14,087,723, supported by shareholders’ equity of USD 20,588,987. For the year ended June 30, 2025, the Company generated
net cash inflows from operating activities of USD 546,915, reflecting operational efficiency and disciplined cash management.
The
Company believes that its currently available capital resources—including cash on hand, anticipated operating cash flows, and access
to committed credit facilities—are sufficient to fund operations and meet all financial obligations for at least the next 12 months
from the reporting date. The Company does not anticipate the need to raise additional capital to support ongoing operations during this
period.
In
addition to maintaining positive operating margins, the Company continues to optimize working capital and diversify funding sources to
mitigate liquidity risks and support long-term financial stability. Management remains focused on prudent capital allocation and sustaining
a resilient financial position to support strategic growth initiatives.
Quantitative
and Qualitative Disclosures About Market Risk
The
Company is exposed to certain market risks in the ordinary course of its business, primarily related to fluctuations in interest rates,
foreign exchange rates, and liquidity risks. Market risk represents the potential for financial loss due to adverse changes in financial
market conditions.
Interest
Rate Risk
The
Company’s avails financial facilities and pays interest on these facilities. The Company is exposed to the risk of changes in interest
rates. The Company actively monitors interest rate fluctuations and manages its exposure through a combination of fixed and floating
rate borrowings.
Foreign
Exchange Risk
The
Company operates in global markets and is exposed to foreign exchange fluctuations that may impact revenue and costs. The Company regularly
assesses its exposure and implements hedging strategies where necessary to mitigate risks.
Liquidity
Risk
The
Company experienced a net cash inflow of USD 546,915 from operating activities in 2025, compared to an outflow of USD 187,946 in 2024
and maintains a strong liquidity position. As of June 30, 2025, the Company had a cash balance of USD 2,806,056, a positive working capital
balance of USD 14,087,234 and a positive equity position, ensuring the ability to meet its financial obligations.
The
Company actively manages market risks by diversifying its funding sources, optimizing working capital, and monitoring global economic
conditions to mitigate any adverse financial impacts.
MIRRAGIN
RAS CONSULTING PTY LTD
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Overview
Mirragin
RAS Consulting Pty Ltd (“Mirragin” or for the purpose of this section, “the Company”) was established in Australia,
on April 01, 2011, and operates under a business license issued by Australian Securities Exchange. Mirragin is a specialist technology
consulting company, with a primary focus on robotics and autonomous systems. Mirragin helps implement technology programs, in order to
reduce costs, increase capability and save lives. With a focus on delivering tailored solutions to meet the unique needs of each client,
Mirragin leverages industry expertise and innovative strategies to drive success.
Mirragin’s
primary customers include Defense, Federal, State and Local Government, and large commercial businesses.
Business
Model
| ● | Core
Methodology: Our core methodology is to “define, design, and deliver”. |
| ● | Define:
The success of any technology program starts with an in-depth understanding of our client
and the key challenges they’re facing. In this phase, we understand the problem or
opportunity in detail, including identification of the operational scenarios, user requirements,
constraints and limitations and the existing system. This phase may also include the development
of strategic roadmaps and/or market scans. |
| ● | Design:
Armed with a deep insight into the opportunity, we then design a technology program that
leverages the client’s existing technology, systems, processes, and people. We help
the client to select the appropriate technology to meet their needs, based on our knowledge
of the robotics and autonomous systems ecosystem. This includes not just the platform, but
also the payloads, control system and the data processing tools. In addition, we design the
appropriate workforce to operate the system, analyze the data and make decisions (which address
the opportunity). The design phase also includes all the requisite enablers, such as operations,
facilities, legal, financial, engineering, maintenance, supply and facilities support. |
| ● | Deliver:
Should a customer require, we are also able to help them implement the capability within
their organization. This includes aspects such as helping them obtain the required operating
approvals, developing and training a workforce, writing and implementing procedures, and
integration of the new capability into their existing system. |
Our
three services arms are:
| ● | Consulting
Services: We provide consulting advice and support to our clients to unlock the potential
of drone technology as a powerful business asset. Improve visibility, decrease costs, and
increase productivity on our client’s next project. |
| ● | Training:
We provide support to our clients to train and develop their workforce in the operation of
robotics and autonomous systems technology. This may include the provision of technology
education, basic training such as Remotely Piloted Aircraft Operation Licenses (RePL) (through
our partner organizations), or more advanced mission training. |
| ● | Testing
& Assurance Services: Successful implementation of a technology program requires
a strong test and assurance program, to reduce the risk of incorrect technology selection
or poor integration. Our test team has credentials from leading Test and Evaluation schools,
and we have deep experience in this area. Our test and assurance services span from assisting
our customers to conduct trials to better understand the technology, through to assurance
activities to ensure that delivered capability is safe and fit for purpose. |
Key
Factors Affecting Our Performance
At
Mirragin we have a focus on strategy and project management, we partner with our clients to increase capability, prioritize safety and
reduce costs. As a specialized technology company, we face limited direct competition. Due to rapid technological advancement in drone
technology and AI, Mirragin distinguishes itself by producing the “Australian Drone Ecosystem Directory,” which is a comprehensive
listing of drone service providers in the country, showcasing its central role in the industry. This not only highlights its expertise
but also positions it as a key player in shaping the future of drone technology in Australia. The team at Mirragin is composed of highly
experienced professionals, many of whom have extensive experience in the defense, government, and commercial sectors. We have also been
a significant sponsor of local drone and robotics related events, such as the World of Drones and Robotics Congress.
Robotics
and autonomous systems are still considered emerging technology. As such, we face a challenge in convincing our customers that these
systems will deliver significant benefits, such as cost savings or safety outcomes, compared to the existing status quo. We also need
to convince them that the technology is sufficiently complex and that they need external support to help them to implement the technology.
Components
of Results of Operations
Revenue
We
recognize revenue from the following major sources which are Consulting services provided to diversified sectors such as agriculture,
mining, airports, commercial aviation & infrastructure, government & emergency services, construction, etc. We also offer training
services, testing, and assurance services.
Cost
of Sales
Our
Cost of Sales predominantly encompasses salaries paid to the company’s employees that are directly attributable to our revenue
generating activities, costs related to subcontractors and travel expenses incurred for the purpose of providing services to our customers.
Operating
Expenses
Our
General and Administrative expenses primarily include our employees’ salaries and benefits, fee and subscriptions expenses, travel
expenses, legal and professional charges and marketing expenses incurred during the periods presented.
Results
of Operations
For
the year ended June 30
| (Amounts in USD) | |
2025 | | |
2024 | | |
%age Change | |
| Revenue | |
| 1,619,998 | | |
| 2,730,635 | | |
| (41 | )% |
| Cost of sales | |
| (1,020,458 | ) | |
| (1,846,059 | ) | |
| (45 | )% |
| Gross profit | |
| 599,540 | | |
| 884,576 | | |
| (32 | )% |
| Expenses | |
| | | |
| | | |
| | |
| General and administrative | |
| (523,957 | ) | |
| (873,578 | ) | |
| (40 | )% |
| Operating profit/ (loss) | |
| 75,583 | | |
| 10,998 | | |
| 587 | % |
| Other income | |
| 3,677 | | |
| 5,703 | | |
| (36 | )% |
| Finance cost | |
| (41,768 | ) | |
| (14,962 | ) | |
| 179 | % |
| Profit/(loss) before taxation | |
| 37,492 | | |
| 1,739 | | |
| 2,056 | % |
| Taxation | |
| (2,484 | ) | |
| (710 | ) | |
| 250 | % |
| Profit/(loss) after taxation | |
| 35,008 | | |
| 1,029 | | |
| 3,302 | % |
Revenue
The
following table presents our revenue breakdown for the periods indicated:
| (Amounts in USD) | |
2025 | | |
2024 | | |
%age Change | |
| Consulting services | |
| 1,600,982 | | |
| 2,374,514 | | |
| (33 | )% |
| Testing and Assurance services | |
| 19,016 | | |
| 254,060 | | |
| (93 | )% |
| Other Revenue | |
| - | | |
| 27,305 | | |
| (100 | )% |
| Services Commission | |
| - | | |
| 74,756 | | |
| (100 | )% |
| | |
| 1,619,998 | | |
| 2,730,635 | | |
| (41 | )% |
Total
revenue decreased by 41%, to USD 1,619,998 in 2025, compared to USD 2,730,623 in 2024. This decline is primarily attributable to the
loss of significant customers, including Air Service Australia and SEG. Additionally, a high rate of employee turnover has also contributed
to the reduction in revenue.
Cost
of Sales
Cost
of sales was USD 1,020,458 in 2025 compared to USD 1,846,059 in 2024, showing a 45% decrease year over year. The cost of sales
followed the 41% decline in revenue. This decrease was mainly attributable to the decrease of USD 832,498 in direct wages and subcontractors
cost compared to previous year to compensate for the workload and provide support to its internal resources. Additionally, there was
a decrease in travel cost of USD 7,642 in 2025 as compared to 2024.
General
and Administrative
General
and administrative expenses decreased by 40% or USD 349,621 in 2025, to USD 523,957 compared to USD 873,578 in 2024. The decrease
in general and administrative costs was primarily related to a decrease in scale and activities necessary to support the
decline in revenue. This decrease in G&A expenses was attributed to decrease in salaries and benefits of USD 351,921, decrease in
legal & professional charges of USD 16,289, decrease in traveling cost of USD 13,345, compensated by increase of USD 11,225 in fee
and subscription and increase of USD 22,868 in amortization cost.
Other
Income
Other
income decreased to USD 3,677 in 2025 compared to USD 5,703 in 2024, or 36%.
Interest
Expense
Interest
expense increased to USD 41,768 in 2025 compared to USD 14,962 in 2024, or 179%. This was due to higher utilization of financial facilities
during the year ended June 30, 2025, in comparison to the prior year.
Cash
Flows
Cash
flows for the fiscal year ending June 30 is as follows:
| (Amounts in USD) | |
2025 | | |
2024 | | |
Change % | |
| Cash flows generated by/ (used in) operating activities | |
| (213,508 | ) | |
| 340,038 | | |
| (163 | )% |
| Cash flows generated by (used in) investing activities | |
| (74,209 | ) | |
| (237,504 | ) | |
| 69 | % |
| Cash flows generated by (used in) financing activities | |
| 135,012 | | |
| (47,680 | ) | |
| 383 | % |
Net
cash used in operating activities
For
the year ended 30 June 2025, the company recorded a net profit after tax of USD 35,008. After adjustments for non-cash items, such as
depreciation and amortization of USD 60,103 in the operating cash flow before changes in working capital amounted to USD 95,111.
During
the year ended June 30, 2025, the company generated USD 553,546 less cash as compared to the year ended June 30, 2024, from its operating
activities. This was primarily due to a decrease in current liabilities of USD 396,311 offset by a decrease of USD 87,692 in current
assets.
Net
cash generated from investing activities
Net
cash used in investing activities stood at USD 74,209 in 2025 compared to an outflow of USD 237,504 in 2024. This decline in outflow
of cash was mainly due to spending on developing intangible assets in 2024.
Net
cash used in financing activities
Net
cash flows from financing activities stood at USD 135,012 in 2025 compared to net cash outflow of USD 47,680 in 2024. This was mainly
due to availing new financials facilities during the current year.
Liquidity
and Capital Resources
The
Company has regular revenue streams and a stable financial outlook. It is a profitable company where the revenue inflows fully covers
its costs. The Company generates positive cash flow and is financially stable with a regular customer base and stable revenue outlook.
The management focuses on enhancing the Company’s liquidity management practices, ensuring adequate funding for our operations
and obligations. This includes optimizing working capital management and diversifying funding sources to mitigate liquidity risks. Our
sources of liquidity include cash and cash equivalents, cash from operations and amounts available under credit facilities. As of June
30, 2025, the Company had a cash balance of USD 57,996 and a working capital deficit of USD 73,585. However, its long-term and short-term
financials facilities and stable flow of income will effectively support its operating activities for the foreseeable future. It regularly
generates sufficient operating margin with a positive gross margin of approximately 37% that sufficiently contributes to covering its
operating expenses.
Quantitative
and Qualitative Disclosures About Market Risk
We
are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our
financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations
in interest rates.
NISUS
AUSTRALIA PTY LIMITED
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Overview
Nisus
Australia Pty Ltd is a customer-centric company that specializes in ICT recruitment and ICT consulting services. Nisus Australia has
a fast growing and strong customer base which encompasses Australian Government and private sector customers.
Business
Model
Recruitment
Services
Our
recruitment services are fueled by a deep understanding of ICT and a passion for personalized solutions. As a team of enthusiastic ICT
specialists, each with extensive experience in project delivery, we bring a unique perspective to the recruitment process.
Being
a trusted member of multiple Australian Government panels and a preferred supplier of ICT contractors to Australian Federal and State/Territory
government agencies, Nisus excels in providing recruitment services that cater specifically to the ICT sector. Our comprehensive range
of recruitment services covers the following roles:
| ● | Business
and System Analysts: We specialize in identifying talented professionals who possess
the high level analytical and communication skills necessary to focus on business outcome
and drive business and system improvements. |
| ● | Data
Analysts and Data Scientists: Our expertise in data analytics allows us to connect organizations
with skilled individuals who can unlock the value hidden within their data. |
| ● | Solution
and Enterprise Architects: Nisus has a network of exceptional architects who can design and
implement innovative and scalable solutions that align with business objectives. |
| ● | Developers:
Our recruitment services encompass a wide range of software development roles, connecting
organizations with talented developers who excel in various programming languages
and technologies. |
| ● | Test
Analysts: We understand the critical role testing plays in ensuring the quality and reliability
of ICT systems. Our recruitment process identifies skilled manual and automation test analysts
who can execute thorough and efficient testing strategies. |
| ● | Integration
Specialists: We specialize in sourcing experts who possess the knowledge and experience
to seamlessly integrate diverse systems and cloud technologies. |
| ● | Other
ICT Specialists: Our recruitment services extend to various other ICT specialties, ensuring
that we can meet your unique staffing needs across the entire ICT spectrum. |
What
sets Nisus apart from other competitors is our commitment to adding genuine value to the job application process and career advancement
of our candidates. We openly share and leverage our own ICT expertise, providing guidance and support to candidates throughout their
journey.
For
our client organizations, we are committed to delivering quality over quantity. Nisus takes the time to thoroughly understand their job
requirements and only submits the most suitable candidates. Our post-placement follow-ups with both customers and the placed personnel
ensure that the placement has been successful, fostering long-term partnerships built on trust and satisfaction.
ICT
Consulting Services
At
Nisus, we prioritize building effective relationships with our client organizations. Our customer-centric approach to service coordination
and delivery ensures that we invest time and effort in understanding our clients’ unique business domains, project requirements,
and resource needs. This deep understanding allows us to tailor our services specifically to meet customers’ evolving needs. Nisus
continues to expand its services and personnel to meet the demands of our rapidly growing market share, we steadfastly maintain our position
as a trusted and sought-after partner for ICT personnel services, particularly in the Australian Government sector. Our commitment to
delivering customer-centric services, coupled with our unwavering pursuit of ICT technical excellence, drives our growth and sets us
apart in the industry. We strive to be the go-to choice for organizations seeking a reliable and innovative partner who can seamlessly
integrate recruitment and ICT consulting services to drive their success.
We
offer a comprehensive range of consulting services, including:
| ● | ICT
Governance and Strategy Advisory: Our experts provide guidance and strategic advice to
help organizations develop robust ICT governance frameworks and align their technology
strategies with business objectives. |
| ● | IT
Procurement and Tender Evaluation: We assist clients in navigating the complex landscape
of IT procurement, ensuring fair and transparent processes while evaluating tenders to identify
the best-fit solutions for their specific requirements. |
| ● | Project
Management: Our skilled program and project managers leverage industry best practices
to ensure the successful planning, execution, and delivery of ICT projects, keeping stakeholders
informed and projects on track. |
| ● | Business
Analysis: We employ a systematic and agile approach to analyze business needs,
business processes, identify areas for improvement, and put forward recommendations that
drive efficiency, productivity, and innovation. |
| ● | Data
Analysis and Data Science: Our data experts help organizations unlock the power
of data through advanced analytics, artificial intelligence, machine learning, and data science
techniques, enabling data-driven decision-making and business optimization. |
| ● | Solution
Design and Architecture: We design scalable and robust ICT solutions tailored to our
clients› unique needs, ensuring alignment with industry standards, security requirements,
and future growth potential. |
| ● | Testing:
We employ rigorous manual or automation testing methodologies to ensure the reliability,
functionality, and security of ICT systems and applications, reducing risks and ensuring
a seamless user experience. |
| ● | Cyber
Security: Our experts provide comprehensive cyber security services, including risk assessments,
iRAP assessment, vulnerability management, incident response, and proactive measures to protect
critical information assets. |
We
are expanding our services into new sectors, states and markets, with a focus on markets in other government and private organizations
to further diverse our customer base.
Key
Factors Affecting Our Performance
Competition
As
a recruitment and ICT consulting service provider, we face significant competition as we expand our services and market share for government
and private sector contracts. Our competitors include ICT recruitment firms as well as ICT consulting companies ranging from “Big
4” consultancy firms to small and medium-sized businesses.
Our
largest customers are Australian Government organizations. Significant changes to the government’s spending in hiring contractors
or consultants, government panel arrangement and procurement policies could be key factors affecting the ICT recruitment and ICT consulting
services market in the public sector and therefore pose significant risks to our performance and revenue.
Competitive
Strengths
We
believe that we have the following competitive strengths that set us apart from the current market:
| |
- | Leadership
with ICT expertise: our management team is comprised of highly experienced ICT professionals
who possess an average of over 15 years of relevant experience, particularly in the market
working with government organizations. |
| |
| |
| |
- | Proven
Track Record: we have a successful history of delivering services and forming partnerships
with Australian Federal and State government organizations, demonstrating a deep understanding
of government regulations, policies, ICT systems, digital service standards, delivery methodologies,
and culture. We have proven experience in successfully delivering services with over 25 government
and private organizations and producing positive outcomes. |
| |
| |
| |
- | Enhancing
customer panel memberships and market reach: Based on our track record in delivering
services in the government sector, we are an approved vendor on several major whole-of-government
panels. We are further expanding our panel memberships by increasing the coverage of service
categories in the current panels as well as plan to apply to enter new panels as they become
available. These comprehensive panel memberships provide us with valuable opportunities to
access personnel recruitment opportunities and ICT service delivery tenders, strengthening
our position in the market. |
| |
| |
| |
- | Expanding
our managed service offering: Managed service arrangement with the Australian government
allows us to provide services to customers via direct sourcing. Nisus is in the process of
expanding our manager service offering. |
These
developments further strengthen our position as a preferred vendor for government agencies and enhance the growth potential.
Components
of Results of Operations
Revenue
Nisus
Australia offers recruitment and ICT Consulting services, with its primary revenue streams stemming from recruitment service contracts
and ICT managed service contracts. The customer base encompasses a diverse range of customers, spanning Australian Federal Government,
State Government, and private sector organizations.
Cost
of Sales
Our
Cost of Sales predominantly encompasses wages and expenses paid to personnel provided by Nisus Payroll Pty Ltd.
Additionally,
it includes expenses incurred by Nisus Australia Pty Ltd and directly attributed to the cost of servicing existing contracts.
Results
of Operations
For
the year ended June 30
| (in Australian dollars) | |
2025 | | |
2024 | | |
Change % | |
| Revenue | |
| 14,330,997 | | |
| 12,673,128 | | |
| 13 | % |
| Cost of sales | |
| (11,883,620 | ) | |
| (10,757,811 | ) | |
| 10 | % |
| Gross profit | |
| 2,447,377 | | |
| 1,915,317 | | |
| 28 | % |
| General and administrative | |
| (940,509 | ) | |
| (720,098 | ) | |
| 31 | % |
| Sales and marketing | |
| (14,005 | ) | |
| (14,938 | ) | |
| (6 | )% |
| Operating profit / (loss) | |
| 1,492,862 | | |
| 1,180,281 | | |
| 26 | % |
| Interest income | |
| 22,530 | | |
| 20,495 | | |
| 10 | % |
| Profit / (loss) before taxation | |
| 1,515,392 | | |
| 1,200,776 | | |
| 26 | % |
| Taxation | |
| (379,317 | ) | |
| (300,682 | ) | |
| 26 | % |
| Profit / (loss) after taxation | |
| 1,136,075 | | |
| 900,094 | | |
| 26 | % |
Revenue
Revenue
increased to A$14,330,997 in fiscal 2025 compared to A$12,673,128 in fiscal year 2024, or 13%. The increase in revenue is due to expanding
our customer base to include additional governmental entities and private clients and overall expansion in operations.
Cost
of Sales
Cost
of Sales increased to A$11,883,620 in fiscal year 2025 compared to A$10,757,811 in fiscal year 2024, or 10%. The increase in Cost of
Sales is due largely to our expanded customer base and the normal increase in associated personnel costs.
General
and Administrative expenses
General
and Administrative expenses increased by A$220,411 to A$940,509 in fiscal year 2025 compared to A$720,098 in fiscal 2024 or a 31% increase.
This increase in General and Administrative expenses is primarily due to an A$155,895 increase in professional fee, an increase of A$74,415
in salaries and benefits, compensated by decrease of A$6,118 in insurance and A$3,478 in travel expenses. The main increase in professional
consultancy fees and salaries and benefits was driven by our revenue growth and higher level of activities during the year.
Sales
and Marketing expenses
Sale
and Marketing expenses remained relatively consistent at A$14,005 in fiscal 2025 compared to A$14,938 in fiscal year 2024, or with a
slight decrease of 6%. The Company managed to successfully increase revenues with hardly any additional expenditure on marketing efforts
during 2025.
Interest
Income
Our
Interest income increased to A$22,530 in fiscal year 2025 compared to A$20,495 in fiscal year 2024, or 10%. This was due to a higher
bank interest earned as the balance held in bank accounts during the year ended June 30, 2025 was higher than that for the year ended
June 30, 2024.
Cash
Flows
Cash
flows for the years ended June 30 is as follows:
| (in Australian dollars) | |
2025 | | |
2024 | | |
Change % | |
| Cash flows generated by operating activities | |
| 974,968 | | |
| 868,644 | | |
| 12 | % |
| Cash flows generated by (used in) investing activities | |
| - | | |
| - | | |
| - | |
| Cash flows (used in) financing activities | |
| (970,000 | ) | |
| (1,424,423 | ) | |
| 32 | % |
Net
cash used in operating activities
Net
cash generated from operating activities was A$974,968 in fiscal year 2025 compared to A$868,644 in fiscal year 2024, or a 12% increase.
The increase was primarily due to a A$235,981 increase in net profit after tax.
Net
cash used in financing activities
Net
cash used in financing activities was A$970,000 in fiscal year 2025 compared to A$1,424,423 in fiscal 2024, or a 32 % change. The decrease
in cash flows used in financing activities was mainly due to the lesser amount of dividend paid during the year.
Liquidity
and Capital Resources
Nisus
Australia Pty Ltd continues to be a profitable organization with strong, recurring cash flow, primarily driven by contracts with the
Australian Government. Furthermore, with our long-term relationships with our customers, we can reasonably leverage such relationships
to generate future revenue that is recurring in nature. Our personnel are also contracted at times where revenue and labor demands are
higher, therefore allowing us to align our costs with our revenues more closely and variable in nature to ensure a profit, as opposed
to having high fixed costs. Our workforce is deployed strategically to align labor costs with revenue-generating periods, thereby minimizing
fixed overhead and ensuring that personnel expenses remain variable and directly linked to revenue cycles. Personnel costs continue to
be our largest expense, but they are managed effectively through this variable cost model.
During
the year ended June 30, 2025, the Company generated positive net cash from operating activities. The Company’s working capital
as of June 30, 2025, stood at A$503,369. Given our long-standing relationships with government clients and the recurring nature of our
revenue, we are confident in our ability to maintain stable cash flow going forward.
Our
closing cash balance of A$797,919 as of June 30, 2025, is sufficient to support ongoing operations. For context, our gross profits in
the range of A$2.5M a healthy cash balance and positive working capital is well above our typical operating expense levels, which stood
at A$954,515 for the year ended June 30, 2025.
Contractual
Obligations and Commitments
As
of June 30, 2025, we have a large number of active contracts with a diverse range of Australian Government and private customers. We
have a consistently high contract renewal rate for existing contracts due to the high performing services provided.
Quantitative
and Qualitative Disclosures About Market Risk
Our
largest customers are Australian Government organizations. Significant changes to the government’s spending in hiring contractors
or consultants, government panel arrangement and procurement policies could be key factors affecting the ICT recruitment and consulting
services market in the public sector and therefore pose significant risks to our performance and revenue. However, based on experience,
generally government contracts provide a stable revenue stream and there is a low likelihood of a significant downturn in our engagement.
Nisus
does not have or expect any material credit and liquidity risk exposure to any single receivable or group of receivables.
NISUS
PAYROLL PTY LIMITED
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Overview
Nisus
Payroll Pty Ltd is engaged in hiring contract-based employees to support the staffing requirements of its related entity, Nisus Australia
Pty Ltd which is the sole customer to Nisus Payroll. Nisus Payroll Pty Ltd charges payments to Nisus Australia Pty Ltd and the payments
are used to pay its contractors and sub-contractors and also cover associated costs in payroll administration.
Both
Nisus Australia Pty Ltd and Nisus Payroll Pty Ltd are sister concerns wholly owned by the same shareholder.
Key
Factors Affecting Our Performance
Please
refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nisus Australia for an
in-depth discussion on the group’s key factors affecting performance. As Nisus Payroll is a direct support to Nisus Australia,
the group’s key factors affecting performance would align with that of Nisus Australia given its payroll and payment revenues depend
on the group’s revenue with external customers.
Components
of Results of Operations
Revenue
Nisus
Payroll Pty Ltd generates revenue from its contracts with Nisus Australia Pty for supplying skilled professionals. The Company’s
business model is to provide temporary staff required for Nisus Australia’s operations. Company will provide qualified personnel,
meeting specific needs and requirements of Nisus Australia Pty Ltd. Company will charge Nisus Australia the number of salaries or wages
paid to the manpower supplied.
Expenses
For
Nisus Payroll Pty Ltd, Expenses primarily consist of remunerations to contractors. Payroll processing fees and business insurance are
the other administrative costs.
Results
of Operations
For
the year ended June 30
| (in Australian dollars) | |
2025 | | |
2024 | | |
Change % | |
| Revenue | |
| 11,883,620 | | |
| 10,820,706 | | |
| 10 | % |
| Cost of sales | |
| (11,876,908 | ) | |
| (10,774,956 | ) | |
| 10 | % |
| Gross profit | |
| 6,712 | | |
| 45,750 | | |
| (85 | )% |
| General and administrative | |
| (27,561 | ) | |
| (37,419 | ) | |
| (26 | )% |
| Operating profit / (loss) | |
| (20,849 | ) | |
| 8,331 | | |
| (350 | )% |
| Other income | |
| 7,584 | | |
| 490 | | |
| 1,447 | % |
| Interest Income | |
| 6,126 | | |
| 4,791 | | |
| 28 | % |
| Profit / (loss) before taxation | |
| (7,139 | ) | |
| 13,612 | | |
| (152 | )% |
| Taxation | |
| - | | |
| - | | |
| 0 | % |
| Profit / (loss) after taxation | |
| (7,139 | ) | |
| 13,612 | | |
| (152 | )% |
Revenue
Revenue
increased to A$11,883,620 in fiscal 2025 compared to A$10,820,706 in fiscal 2024, or 10%. As a related entity to Nisus Australia, Nisus
Payroll has seen growth in its customer base this year, which has led to a need for more staff. This has resulted in an increase in revenue
for Nisus Payroll.
Cost
of Sales
Cost
of Sales increased to A$11,876,908 in fiscal 2025 compared to A$10,774,956 in fiscal 2024, or 10%. This increase is in line with the
increase in revenue.
General
and Administrative Expenses
Our
General and Administrative expenses decreased to A$27,561 in fiscal 2025 compared to A$37,419 in fiscal 2024, or 26%. The decrease in
General and Administrative costs is mainly due to increase of A$12,828 in office expenses and the reversal of excess accrual on account
of superannuation expenses in the previous year compensated by a decrease of A$41,843 in travel costs.
Other
Income
There
was an increase of A$7,094 in fiscal year 2025 compared to A$490 in fiscal year 2024 or a 1448% increase. This is due to recovery
of vehicle leasing costs from employees and a higher amount of interest earned on average bank deposits maintained by the Company during
the year.
Cash
Flows
Cash
flows for the fiscal year ending June 30 is as follows:
| (in Australian dollars) | |
2025 | | |
2024 | | |
Change % | |
| Cash flows from / (used in) operating activities | |
| (86,779 | ) | |
| 219,858 | | |
| (139 | )% |
| Cash flows from generated by investing activities | |
| - | | |
| - | | |
| | |
| Cash flows from / (used in) financing activities | |
| - | | |
| (16,500 | ) | |
| 100 | % |
Net
cash generated from / (used in) operating activities
The
Company used A$86,779 in operating activities in fiscal 2025 compared to a net inflow from operating activities of A$219,858 in 2024.
The difference can be attributed to a net loss of A$7,139 decrease in trade and other payables of A$275,741 compensated by the decrease
in trade and other receivables of A$196,102.
Net
cash used in financing activities
The
Company did not use or generated any cash from investing or financing activities during year ended June 30, 2025 in comparison to the
A$16,500 cash used in financing activities during the previous year. This was due to the payment of dividend during the previous year.
Liquidity
and Capital Resources
As
at June 30, 2025 Nisus Payroll had a cash balance of A$278,265 that is sufficient current assets to pay its liabilities and meet its
expenses. Its cashflows depend upon recovery from Nisus Australia which has sufficient liquidity and long terms contracts to settle Nisus
Payroll’s invoices accordingly. The Company charges it expenses to Nisus Australia and its operating costs are accordingly fully
supported.
Contractual
Obligations and Commitments
Nisus
Payroll is contractually committed to pay the personnel hired for onward placement with Nisus Australia’s customers.
Quantitative
and Qualitative Disclosures About Market Risk
The
company only hires personnel after receiving a firm mandate from Nisus Australia Pty Ltd. As a result, our costs are correlated with
market demand fluctuations and therefore our market risk is typically minimal.
BUSINESS
Company
Overview
Braiin
Limited is an Australian technology company leveraging proprietary intellectual property and patented artificial
intelligence/machine learning (“AI/ML”) technologies to deliver actionable insights across high-growth verticals:
Agriculture, Property Technology, and Customer Experience as a Service (“CXaaS”). Our platforms are designed to address
inefficiencies and drive data-backed decision-making across traditionally analog sectors. Our first commercial focus is on the
agriculture technology sector, where we have successfully deployed our AI-powered solutions across multiple
implementations.
2.
Our AI Enabled AgTech Platform
Our
AgTech platform uses autonomous aerial robots, AI/ML-based analytics, and internet of things (“IoT”) integration to
provide real-time insights into crop health, irrigation, soil conditions, pest detection, yield prediction, and weather risk management.
Braiin was the first company in the world to be certified by a national aviation authority to operate fully autonomous aerial drones
for crop spraying. These robots are capable of generating multispectral maps and executing precision spraying, significantly reducing
chemical use and increasing efficiency.
AI
Dashboard and Insights
Our
AI-powered dashboard integrates satellite and drone imagery, IoT sensors, and predictive models to offer actionable insights in real-time.
Users can visualize vegetation health, pest risks, irrigation needs, and expected yield via a unified platform. Technologies like EfficientNet,
ResNet-50, YOLOv8, and LSTM are used for image recognition, anomaly detection, weather forecasting, and yield prediction. Farmers receive
real-time alerts and intelligent recommendations.
ERP
and Smart Farm Automation
Braiin’s
enterprise resource platform (“ERP”) system provides end-to-end farm management, from inventory and financial tracking to
crop scheduling and weather risk mitigation. Drones and AI models continuously collect and learn from new data, enabling automated and
optimized responses for resource allocation, crop spraying, and harvesting. This system supports sustainability by minimizing pesticide
usage and maximizing resource efficiency.
Market
Opportunity
The
agriculture technology sector presents the largest near-term opportunity for Braiin. With the global AgTech market expected to reach
$74 billion by 2034,13 precision farming solutions are in high demand. The integration of AI, aerial robotics, and
IoT represents a major leap forward for global food production and sustainability efforts.
Platform
Architecture and Technology Stack
The
core technology stack includes AI/ML frameworks like TensorFlow and PyTorch, spectral imaging with OpenCV and Google Earth Engine, and
cloud solutions such as AWS SageMaker. IoT integration is enabled via AWS Greengrass and Apache Kafka for real-time analytics and edge
computing capabilities.
13
Exploding Topics. (n.d.). AgTech Market: Growth, Trends & Forecast. Retrieved from https://explodingtopics.com/blog/agtech-market.
Expanded
Detail:
Agriculture
Technology Sector:
One
of our flagship offerings is our Autonomous Aerial Robots, equipped with advanced sensors, cameras, and AI/ML capabilities. We believe
these robots have the potential to revolutionize agriculture by providing real-time insights into crop health, soil conditions, and other
variables, which assists with optimizing farming practices, reducing resource wastage, and maximizing yields. Braiin was the first company
in the world to be certified by a country to operate fully Autonomous Aerial Robots for crop spraying.
In
the agriculture technology sector, our Autonomous Aerial Robots collect data on crop health and soil conditions, enabling farmers
to make data-driven decisions. The maps captured from Braiin’s Autonomous Aerial Robots are used for analysis and monitoring of
crop harvests. The Autonomous Aerial Robots can produce both two-dimensional and three-dimensional maps using data from hyper spectral,
multispectral light detecting and ranging or thermal sensors. By employing AI/ML algorithms, these robots offer actionable recommendations
for irrigation, fertilization, and pest management, with the goal of providing increased productivity and reduced environmental impact.
The
Autonomous Aerial Robots are capable of scanning an entire plantation for plant health, seven to ten days before human eyes can identify
any hydration, insect or herbicide issues. This information can be used to determine how to reallocate plant treatment and when to pick
crops, which subsequently increases yields.
The
data collected from our Autonomous Aerial Robots can also be used to pre-plan estate development. The Autonomous Aerial Robots can scan
drainage elevation across a plantation, which can then be used to optimize irrigation, drainage and determine whether any topography
changes are needed and determine where to put the next field.
Plant
and Land Health Scanning Map
Our
Autonomous Aerial Drones are used for more than just collecting data. We also provide customized Autonomous Aerial Drones for crop spraying
that can cover 2-3 hectares per hour and carry 50 kilograms of chemicals. The Autonomous Aerial Drones have the capability to spray crops
based on some or all insights provided in our ERP (described further below). By utilizing the Autonomous Aerial Drones, crops can be
sprayed at up to 15 times the speed of humans while using less chemicals, which has the potential to save both time and money. We believe
that using the Autonomous Aerial Drone for spraying is also safer than using human labor to spray crops and limits pesticide exposure
risk to humans.
Autonomous
Aerial Drones Spraying Crops
While
we recognize the potential of AI/ML across the various sectors in which we operate, we also acknowledge the need for a balanced approach
to address our customers’ diverse needs and requirements. For example, we offer a comprehensive ERP platform that offers quality
control services, production and post-production planning services, and inventory, sales and analytic services that is currently tailored
for the agriculture technology sector, but has the potential to be expanded for use across other industries. By integrating processes
such as inventory management, sales, and financial reporting, we believe our ERP platform enables farmers and agribusinesses to manage
their farming operations, supply chains, and financial transactions efficiently in a single platform, thereby enhancing productivity,
reducing errors, and improving decision-making capabilities.
The
single-user-friendly dashboard can enable a user to easily make decisions based on our technology’s actionable insights.
For example, our Autonomous Aerial Drones may alert one of our users of a specific weather pattern resulting in abnormally high rainfall
amounts, resulting in a certain portion of the user’s farm receiving more water than is typical. This insight could be displayed
on the ERP platform, allowing the user to make adjustments to react to the data, such as adjustments to reduce the amount of water being
used in irrigation. These types of insights help farmers identify and act on decisions, increasing productivity and reducing negative
environmental impacts through lowering pesticide or water usage, for example. Each Autonomous Aerial Drone incorporates AI/ML by running
continually and adding to the dataset available to our users and further improving the quality of the actionable intelligence and reporting.
Industry
Overview and Market Opportunity
We
believe that we operate at the forefront of technology, targeting a range of industries, including agriculture, finance, insurance, and
telecommunications among others. With our innovative solutions and commitment to excellence, we believe that we are poised to seize market
opportunities and establish ourselves as leaders in the technology industry.
Drone
services market size by industry ($ billions)
Agriculture
Technology Sector
The
agriculture technology sector (“AgTech”) represents the largest market opportunity for Braiin. As the global population
is expected to reach 9.7 billion by 2050, there is mounting pressure to increase food production while minimizing environmental impact.
We expect that the integration of agricultural technology solutions that integrate IoT and aerial robotics, among other technologies,
will play a crucial role in addressing these challenges. According to market research, the global AgTech market is currently worth
approximately $26.27 billion and is expected to reach $74 billion by 2034, growing at a CAGR of 12.2%.14
The
total addressable market for AgTech solutions like IoT and aerial robotics in crop spraying is substantial. According to market research,
the global smart agriculture market size is projected to grow from $15.7 billion in 2025 to $23.38 by 2029, with
a CAGR of 10.2% during the forecast period.15 This growth is primarily driven by the increasing adoption of
precision farming techniques and the need for sustainable agricultural practices.
Within
the smart agriculture market, the IoT segment is expected to experience significant growth. The integration of IoT devices in agriculture
enables farmers to monitor and control various aspects of their operations remotely. IoT sensors can collect data on soil moisture, temperature,
humidity, and other environmental factors, providing farmers with valuable insights for informed decision-making. The global market for
IoT in agriculture is estimated to reach $15.95 billion by 2025, with a CAGR of 14.32% and $31.08 billion by 2030.16
In
addition to IoT, aerial robotics for crop spraying also has a substantial global market. While traditional crop spraying methods often
involve the indiscriminate use of chemicals, resulting in wastage and potential harm to the environment, our Autonomous Aerial Robots
have the potential to revolutionize crop spraying processes. These Autonomous Aerial Robots can precisely apply pesticides and fertilizers,
minimizing chemical wastage and reducing the environmental impact. This technology not only enhances the effectiveness of crop protection
but also promotes sustainable farming practices. The market for agricultural drones, which includes aerial robots used for crop spraying,
is projected to grow from $6.10 billion in 2024 to $23.78 billion by 2032, with a CAGR of 18.5% during the forecast period.17
14
Exploding Topics. (n.d.). AgTech Market: Growth, Trends & Forecast. Retrieved from https://explodingtopics.com/blog/agtech-market.
15
MarketsandMarkets. (2024). Smart Agriculture Market by Precision Farming, Livestock Monitoring, Precision Aquaculture, On-Cloud, On-Premises,
System Integration & Consulting, Harvesting Management, HVAC Management and Water and Fertilizer Management – Global Forecast
to 2029. Retrieved from https://www.marketsandmarkets.com/Market-Reports/smart-agriculture-market-239736790.html.
16
360iResearch. (2025). Agriculture IoT Market by Application, Component, Technology, Farm Type, Connectivity – Global Forecast
2025–2030. Retrieved from https://www.360iresearch.com/library/intelligence/agriculture-iot
17
Fortune Business Insights. (2025). Agriculture Drone Market Size, Share & Industry Analysis, By Offering, Components, Payload
Capacity, Application, and Regional Forecast, 2024–2032. Retrieved from https://www.fortunebusinessinsights.com/agriculture-drones-market-102589.
Braiin’s
AgTech platform is built from the ground up using proprietary AI/ML models, integrating aerial robotics, edge IoT sensors, and
a full-service ERP. Unlike standalone drone or sensor vendors, Braiin unifies data collection, real-time processing, and predictive analytics
into one seamless decision-making system for farmers.
Our
AI models power disease detection, irrigation optimization, fertilization recommendation, and yield forecasting. The platform continuously
learns from incoming sensor and image data, fine-tuning recommendations and increasing operational efficiency. These tools directly impact
farmer profitability, sustainability, and risk management.
4.
AI Enabled Customer Experience and Employee Experience Sector
Braiin
currently owns a patent on a Semi-supervised question answering machine (Patent number #10650818), which Braiin believes has significant
applicability is the CXaaS industry. See “Intellectual Property” below. Through the acquisition of VIS Private Networks Limited
(“VIS Networks”) (as described below), Braiin will significantly expanding its capabilities in the CX and EX as a Service
sector. VIS Networks is a global provider of unified communications, contact center solutions, video conferencing, audio-visual systems,
and AI-powered customer engagement tools, with operations across Singapore, Malaysia, the United Kingdom, Oman, and other jurisdictions.
Our
CXaaS platform is an AI-powered, end-to-end solution designed to transform how enterprises engage with customers and manage internal
teams. By integrating cloud-based CRM, workforce management, and contact center technologies, our platform delivers a unified, intelligent
customer engagement experience.
Through
advanced analytics, speech recognition, sentiment analysis, call routing, and real-time behavioral insights, the platform captures every
customer and agent interaction to generate predictive insights and next-best-action recommendations. These tools empower frontline teams
to personalize experiences, resolve issues faster, and improve customer satisfaction and retention.
Our
proprietary AI/ML engines continuously learn from interactions, enhancing operational intelligence through behavioral analytics at the
individual, team, and enterprise levels. This learning capability enables rapid adaptation to changing customer demands while driving
efficiency across all service touchpoints. VIS’s advanced capabilities include:
| ● | AI-driven
speech analytics and intelligent call routing. |
| ● | Secure,
scalable CX platforms supporting high-volume enterprise environments. |
| ● | Cloud-native
integration across multiple customer interaction channels. |
| ● | End-to-end
consulting and system design for large-scale CX transformation programs. |
Through
VIS Networks and our proprietary AI frameworks, we deliver comprehensive contact center management solutions via a consulting-led approach
that provides clients with deep insights into their operational challenges and actionable recommendations for improvement.
With
this combination of VIS Network’s global scale and Braiin’s proprietary AI/ML capabilities, our CXaaS platform is positioned
to deliver a complete, integrated, and future-ready solution that spans:
| ● | CX
Design & Consulting — Understanding what customers and employees want, then
designing connected journeys supported by the right people, processes, and technology. |
| ● | CX
Products & Platforms — A comprehensive suite of products and platforms delivering
highly connected experiences in an agile and cost-effective way. |
| ● | CX
Services & Digital — Orchestrating CX operations across applications, infrastructure,
and network domains, wrapped in digital-first, microservices-based architectures. |
| ● | CX
Cloud — Pre-built integrations with leading contact center and CX solutions to
simplify and de-risk cloud adoption without sacrificing performance or control. |
| ● | Analytics,
Automation & AI — Leveraging analytics and automation to enhance CX and EX
in real time across all channels. |
This
unified approach allows us to deliver scalable, cloud-native tools that are customizable, agile, and deeply embedded in our clients’
business workflows — providing measurable return on investment, stronger customer retention, and increased enterprise agility.
OUR
SOLUTION
Customer
Experience as a Service Sector
System
integration as a cloud service is a relatively new market opportunity to combine professional services-based software development
with cloud-based service delivery as well as provide unified user and application management and business insights as high-margin
value added services. While system integration as a cloud service is generic and applicable to multiple business processes, it is particularly
attractive in the customer engagement and agent experience management market where customer relationship management and contact center
solutions are provided by different software service vendors thus necessitating integration and customization of these applications
to suit the business needs of the enterprise.
With
the signing of a binding term sheet to acquire VIS Private Networks Limited — an acquisition that will complete upon effectiveness
of a Registration Statement with the SEC — we are expanding our capabilities in the CX and EX as a Service sector. Through
this acquisition and our proprietary technologies, we are well-positioned to deliver comprehensive contact center management solutions
via a consulting-led framework that provides clients with detailed insights into their existing challenges and actionable recommendations
for improvement. With the growth trajectory in the similar space, we plan to expand into other related areas of marketing technology,
automation and customer relationship management, which creates a significant opportunity to scale. The below tables depict the total
addressable market for the customer experience space and way to expand further.
5.
AI-Enabled Property Technology Platform
Utility
Connections, Comparison and Billing Infrastructure
With
the signing of a share sale agreement to acquire Connect Simple — an acquisition that will complete upon effectiveness
of a Registration Statement with the SEC, we are expanding our capabilities in the Property Technology Sector. Our property technology
(“PropTech”) division is focused on simplifying residential service delivery and billing through an AI-powered, white-labelled
platform. This platform serves as a digital infrastructure layer for utility connections, bill comparison, and ongoing household expense
management, with applications across rental, ownership, and agency-managed properties.
Using
AI-trained assistants and proprietary application programming interface (“APIs”), the platform automates the process of connecting
essential services (electricity, gas, broadband, insurance, and more) at the point of property transaction, such as leasing, purchasing,
or moving. Customers interact through a unified portal that facilitates connections and enables ongoing bill tracking and payments. AI
also personalizes the customer journey, offering hyper-relevant product suggestions, optimized based on usage and household
composition.
Key
technologies include:
| |
● |
Real-time API integrations
with service providers for automated switching and provisioning. |
| |
● |
AI-driven
lead routing and call center support, informed by 15+ years of behavioral insights. |
| |
● |
Digital assistant interface
that enables non-technical users to manage multiple services in one place. |
| |
● |
Secure payment infrastructure,
supported by a regulated digital wallet partner, enabling card issuance, transaction analytics, and bill smoothing. |
The
PropTech platform acts as the connective tissue between property movements and downstream services. By embedding into tenancy applications,
bond deposit processes, or conveyancing platforms, it captures high-intent customers at the ideal moment and converts them into recurring
bill management users.
Customer
platform can support:
| |
● |
Household energy usage. |
| |
● |
Home warranty and protection
add-ons. |
| |
● |
SME (small business) product
lines for landlord and commercial property services. |
As
a high-cash-flow, data-rich business, the PropTech unit complements our broader AI strategy and contributes to long-term revenue resilience
through repeat billing, embedded finance, and cross-selling opportunities for home services and devices (e.g security, cameras, doorbells,
smart devices).
OCR-Powered
Bill Comparison Engine
Bill
Comparison platform includes proprietary Optical Character Recognition (“OCR”) technology that automatically scans uploaded
utility bills, extracting key data such as usage, supply charges, tariff structures, and billing periods. This data is then matched in
real time against a curated panel of service providers. By analyzing cost structures and plan suitability, the system identifies
and recommends better-value options tailored to each customer’s profile. This AI-enhanced process simplifies switching, ensures
customers remain on competitive rates, and eliminates manual data entry, delivering both savings and convenience.
Energy
and Home Insurance Sectors
The
Company’s core platform is designed to engage high-intent consumers at key transition moments, particularly when moving home and
to capitalize on recurring service needs across the energy and home insurance sectors. These two verticals represent foundational
pillars in the household services ecosystem, offering strong revenue predictability and natural alignment with the Company’s embedded
referral model.
United
Kingdom
The
UK energy sector is one of the most active switching environments globally, with over 1 million electricity customers changing providers
annually. Regulatory mandates for price transparency and consumer protections have led to a fragmented but competitive retail energy
landscape. New challenger brands are winning share, creating demand for comparison engines that offer clarity and trust. Our ability
to plug directly into tenancy and mover data streams allows the business to reach customers at their moment of need — resulting
in high conversion, low churn, and low acquisition cost.
United
States
Energy
market deregulation across key states like Texas, New York, and Ohio opens up an addressable market of over 20 million households.18
While energy switching rates vary by region, the combination of rising energy prices, climate-focused product innovation, and policy-driven
customer empowerment is fueling demand for comparison and concierge switching services. The US strategy involves operating in
deregulated states. The Company’s AI agent and API stack allows for rapid onboarding of partners and customers alike.
Australia
& New Zealand
In
Australia and New Zealand, we believe utility switching is increasingly digital, with growing consumer interest in comparing energy
and telco plans. We already operate with over 50 integrated real estate and property platforms in this region. This B2B2C model has proven
efficient in reaching moving customers and delivering a high return per referral through commission-based revenue models. The platform’s
success here serves as a blueprint for replication in larger markets.
United
Kingdom: The UK home insurance market shows high product penetration19 but suffers from customer fatigue due to
policy complexity and inconsistent claims experiences20. By embedding curated insurance options within the onboarding
and bill management workflows, the platform delivers simplicity, speed, and better alignment with customer needs. This approach can drive
incremental revenue while maintaining low acquisition cost through digital automation.
United
States: With a fragmented insurance landscape and a rise in direct-to-consumer models, the US market is ripe for disruption.21
Renters in particular remain underserved — creating a clear opportunity to offer bundled insurance options at the point of utility
or broadband activation.22 Our unified service experience positions it to introduce embedded insurance into the user journey,
increasing wallet share and deepening engagement.
Australia
& New Zealand: The Australia and New Zealand operation has secured exclusive distribution relationships with innovative underwriters,
allowing the Company to offer unique insurance propositions within its tenancy and property ecosystem. These offers are built into real
estate and finance partner journeys, with referral flows built directly into CRMs and lease platforms. The rollout of contents insurance,
landlord protection, and home warranty products has already begun, delivering a new recurring revenue layer.
18
U.S. Energy Information Administration. (n.d.). Texas - State Energy Profile Overview., from https://www.eia.gov/electricity/state/Texas/
and U.S. Energy Information Administration. (2024). Electric Power Annual, from https://www.eia.gov/electricity/annual/pdf/epa.pdf
19
MarkWide Research. (n.d.). UK Home Insurance Market., from https://markwideresearch.com/uk-home-insurance-market.
20
Financial Conduct Authority. (2025, July 22). Home and travel claims handling arrangements: good practice and areas for improvement.
Retrieved from https://www.fca.org.uk/publications/good-and-poor-practice/home-travel-claims-handling-arrangement.
21
William Blair Equity Research. (2025). Insurance Distribution: Expanding Opportunities and Evolving Business Models. Retrieved
from https://www.williamblair.com/-/media/downloads/eqr/2025/williamblair-insurance-distribution-expanding-opportunities-and-evolving-business-models.pdf
22
Assurant. (n.d.). Renters Affinity Market Opportunity [Infographic]. Retrieved August 27, 2025, from https://www.assurant.com/documents/assurant/multifamily-housing-docs/renters-affinity-market-opportunity-infographic.pdf
Strategic
Alignment: The integration of energy and home insurance within a single customer platform enhances both customer experience and business
performance. These services are not only essential — they are expected. By embedding them into the property journey via CRM integrations,
referral APIs, and AI-powered bill management tools, Connect Simple (as defined below) becomes the default hub for setting up and managing
the home. As product verticals mature, cross-sell opportunities will further increase customer lifetime value and partner monetization.
By
the end of 2023, North America’s installed base of smart electricity meters had reached nearly 146 million units, with penetration
surpassing 80%. Forecasts anticipate continued growth, with both installed units and penetration climbing towards the low- to mid-90s
by the end of the decade.23
23
Spencer Jones, J. (2024, June 11). Smart meter penetration surpasses 80% in North America. Smart Energy International. Retrieved
from https://www.smart-energy.com/industry-sectors/smart-meters/smart-meter-penetration-surpasses-80-in-north-america.
Projections
indicate that the global smart meter market will grow from around 1.06 billion in 2023 to over 1.75 billion by 2030, driven
by an approximate 6% CAGR.24
These
sectors present significant opportunities for growth, driven by recurring customer needs and the increasing demand for streamlined digital
solutions. By embedding essential services into the customer journey — particularly during high-intent moments like moving —
we provide meaningful value to both end users and strategic partners. With strong foundations already in place and scalable infrastructure,
we are well-positioned to expand our impact, enhance customer retention, and increase the long-term value of every relationship we support.
Unified
Technology Stack
Single
IP Spine: All platforms leverage the same architecture for ingestion, insight generation, and automation — enabling speed to
market across verticals
Raptor300,
Inc.
Raptor300
Inc. (“Raptor”), established in 2015, holds the core intellectual property underpinning our Autonomous Aerial Robots
(see “— Intellectual Property” below). For a detailed overview of these technologies and the market segments they serve,
refer to “Diverse Range of Services and Products — Agriculture Technology Sector” below.
Raptor’s
customer base is primarily composed of enterprises within the agricultural industry. Raptor has secured binding long-term contracts for
its AI/ML-powered robotic services totaling $35.93 million over a five-year term and has also executed non-binding Memoranda of Understanding
(“MoUs”) representing an additional $111.98 million in potential contract value. Raptor’s operations are headquartered
in Subiaco, Western Australia.
On
July 26, 2022, Braiin acquired 100% of Raptor’s outstanding equity, making it a wholly owned subsidiary of Braiin.
Connect
Simple Pty Ltd
Connect
Simple Pty Ltd (“connect Simple”) was incorporated in Australia on December 01, 2023 having registered office in Melbourne,
Victoria Australia. It has business operations in Australia, New Zealand, UK and the United States. Connect Simple is focused on simplifying
residential service delivery and billing through an AI-powered, white-labelled platform. This platform serves as a digital infrastructure
layer for utility connections, bill comparison, and ongoing household expense management, with applications across rental, ownership,
and agency-managed properties.
24
Krishnan, A. (2024, February 21). Smart electricity meter market 2024: Global adoption landscape. IoT Analytics. Retrieved August
27, 2025, from https://iot-analytics.com/smart-meter-adoption.
VIS
Networks Private Limited
VIS
Networks Private Limited (“VIS Networks”) was Incorporated on April 18, 2011, and headquartered in Bangalore, Karnataka,
VIS Networks has evolved into a global provider of next-generation communication and CX technologies. The company operates through
its subsidiaries across Singapore, Malaysia, the United Kingdom, Oman, and other jurisdictions, delivering enterprise-grade solutions
to a diverse international client base.
VIS
Networks is recognized as a trusted partner for organizations seeking to modernize and optimize their CX infrastructure. Its comprehensive
offering spans unified communications, contact center solutions, video conferencing, and audio-visual systems.
More recently, VIS has expanded into AI-powered CX innovation, including speech analytics, intelligent call routing,
and machine learning — driven customer engagement tools.
With
a strong focus on secure, scalable, and efficient platforms, VIS Networks supports clients across industries in building resilient and
future-ready communication ecosystems.
Vega
Global Technologies Limited
Vega
is a holding company formed in 2023 that will hold all of the outstanding equity interests of Nisus and Mirragin following the Direct
Listing. Vega, through its subsidiaries, will be a technology company specializing in providing AI, and coding language services to farmers.
Vega holds proprietary intellectual property in AI-enabled drone fleet management, predictive maintenance, autonomous navigation,
and multispectral analytics. These capabilities are expected to generate incremental value when integrated into Nisus’s and Mirragin’s
existing operations. See “Diverse Range of Services and Products — Agriculture Technology Sector” and “Diverse
Range of Services and Products — Finance and Insurance Sectors” below for additional information on Vega’s products
and services.
On
December 5, 2025, Nisus and Vega entered into an Amended and Restated Share Sale Agreement pursuant to which Vega will acquire
100% of the shares of Nisus for an aggregate consideration of $6,160,000 (the “Nisus Agreement”). The consideration will
be settled through cash and fully paid ordinary shares of Vega. The consummation of the transactions contemplated by the Nisus Agreement
are subject to customary closing conditions. The shares will also be subject to lock-up as described in the Nisus Agreement, dated as
of December 5, 2025. The Nisus Agreement may be terminated on the later of January 31, 2026 or the listing of Braiin’s
securities on the Primary Exchange if the conditions precedent have not been satisfied or waived Upon the consummation of the Share Sale
Agreement with Nisus, Nisus will be wholly owned by Vega.
On December 10, 2025, Braiin and Vega entered
into a new binding Heads of Agreement (the “Vega Agreement”), pursuant to which Braiin will acquire 100% of the shares of
Vega for an aggregate consideration of approximately $85,000,000 which comprises of cash consideration of $2,393,904 and fully paid ordinary
shares of Braiin equal to the value of $82,606,096. The number of Consideration Shares shall be the quotient of $82,606,096 divided by
$10.17. The consummation of the transactions contemplated by the Vega Agreement is subject to customary closing conditions, including
the effectiveness of a Registration Statement with the SEC. The Vega Agreement may be terminated on the later of October 30, 2025 or
listing on the Primary Exchange if the conditions precedent have not been satisfied or waived.
Upon
the consummation of the share sale agreement with Nisus, Nisus will be wholly owned by Vega. Nisus is a specialist technology
provider focused on delivering advanced data science, cybersecurity, and secure communication solutions to Australian government
agencies, defense, emergency services, and enterprise clients. With a strong track record in supporting public sector digital transformation,
Nisus designs and implements mission-critical systems that protect sensitive information and enable informed decision-making.
In
addition to its cybersecurity and analytics capabilities, Nisus supplies a comprehensive range of secure hardware and mobility solutions
that enhance communication and operational readiness across high-security environments. Its client base spans government departments,
agriculture, defense, emergency services, large enterprises, and mobile network carriers, as well as small to medium-sized
businesses.
Headquartered
in Australia, Nisus plays a key role in strengthening national digital resilience through its expertise in data governance, threat intelligence,
and secure infrastructure. See “Diverse Range of Services and Products — Customer Experience and Employee Experience Sector”
below for additional information related to Nisus’s products and services. Nisus’s facilities are located in Canberra, Australia.
On
December 5, 2025, Vega entered into the Share Sale Agreement by and between Vega and Mirragin, pursuant to which Vega will
acquire 100% of the shares of Mirragin and on December 5, 2025, Vega entered into the Share Sale Agreement with Mirragin
Project Isidore, (“Isidore”) pursuant to which Vega will acquire 100% of the shares of Isidore for an aggregate consideration
of AUD $7 million (together, the “Mirragin Agreement”). The consideration will be settled through cash and fully paid
ordinary shares of Vega. The consummation of the transactions contemplated by the Mirragin Agreement are subject to customary closing
conditions. The Mirragin Agreement may be terminated on the later of January 31, 2026 or the listing of Braiin’s
securities on the Primary Exchange if the conditions precedent have not been satisfied or waived. The shares issued to Isidore and Mirragin,
the terms of which, are disclosed in the Mirragin Agreement.
Upon
the consummation of the Mirragin Agreement, Mirragin will be wholly-owned by Vega. Mirragin was established in Australia, on April 01,
2011, and operates under a business license issued by Australian Securities Exchange. The registered address of the Company is QLD, 4074
Australia. Mirragin is a specialist Australian consulting and technology firm focused on the deployment of high-end aerial robotics,
autonomous systems, and AI/ML-driven solutions for mission-critical applications. With deep expertise in agriculture, defence,
emergency response, and industrial operations, Mirragin helps organizations design and implement advanced autonomous technologies that
reduce operational risk, lower costs, and enhance decision-making capabilities.
The
company is a recognized leader in the integration of drone-based systems with artificial intelligence and machine learning for use cases
such as real-time surveillance, precision logistics, and situational awareness. Mirragin’s multidisciplinary team supports
both government and enterprise clients in accelerating the adoption of robotics programs through end-to-end support — from concept
development to deployment.
Mirragin’s
solutions are built to operate in complex, high-stakes environments, making it a key partner in Australia’s push for innovation
in defence tech, aviation, and critical infrastructure resilience.
Our
Anticipated Structure
Diverse
Range of Services and Products
Our
proprietary technology is currently being used in various sectors, including agriculture, CXaaS, and PropTech. We believe that our technology
has the potential to span a variety of industries and sectors to increase efficiency and provide user-friendly solutions for our customers.
Environmental
Impact
In
recent years, there has been an increased global focus on environmental consciousness, digital efficiency, and sustainability. At Braiin,
we believe our integrated AI-driven platforms across Agriculture, CXaaS, and PropTech are aligned with these broader sustainability goals.
AgTech
Solutions:
Our
AgTech platforms are designed to promote precision farming practices through the use of autonomous aerial robots, AI/ML analytics,
and IoT integration. These technologies help reduce chemical usage, optimize water consumption, and minimize environmental degradation.
Features such as multispectral imaging, real-time weather-based recommendations, and ERP integration ensure efficient use of pesticides
and fertilizers, resulting in increased crop yields and reduced environmental footprint. Our blockchain-enabled transparency mechanisms
also allow consumers to verify the sustainability and origin of their food, enabling ethical choices and promoting traceability in the
global food chain.
CXaaS
Platform:
Our
CXaaS division leverages AI to improve customer and employee experience while minimizing energy and resource waste through process automation.
By integrating cloud-native contact centers, AI-driven analytics, and automated digital assistants, our systems reduce the carbon footprint
associated with traditional legacy infrastructure and physical service centers. These platforms offer real-time insights that enable
businesses to streamline operations, reduce customer service cycles, and eliminate redundancies — thus optimizing digital resource
consumption. Furthermore, our Smart Hub product minimizes documentation waste by creating a centralized digital knowledge base accessible
on demand, removing the need for printed manuals, long training sessions, or repetitive customer inquiries.
PropTech
Platform:
Our
AI-enabled Property Technology platform streamlines residential utility connections, energy switching, and bill management through an
intelligent digital interface. This solution not only promotes operational efficiency for property managers and tenants but also supports
environmental goals by enabling users to select greener energy providers and monitor household energy consumption in real time. The platform’s
AI-powered OCR engine ensures accurate utility comparisons, helping customers transition to more sustainable and cost-effective service
options. By integrating into tenancy applications and CRM workflows, we reduce administrative overhead and help homes become more energy-aware
and carbon-efficient. Additionally, embedded smart home integrations — such as intelligent thermostats, security, and connected
devices — empower users to reduce waste and energy use without compromising convenience.
Cross-Sector
Strategy:
Across
all three verticals, Braiin’s unified approach combines AI/ML, real-time data processing, and automation to address pressing environmental
challenges. Whether through reducing chemical runoff in farming, streamlining digital communication in enterprises, or helping households
choose eco-friendly utility options, our goal is to drive sustainability and long-term impact. Our platforms are not only revenue-generating
— they are impact-focused, and designed to promote smarter decisions at every level of the value chain.
As
environmental regulations continue to evolve, we are committed to remaining ahead of the curve — ensuring that our solutions help
clients meet their environmental, social and governance (“ESG”) goals, while contributing to a more sustainable, transparent,
and resilient global ecosystem.
Competition
We
operate at the intersection of artificial intelligence and industry-specific verticals — AgTech, CxaaS, and PropTech —
each of which is characterized by rapid innovation, evolving customer demands, and increasing investment in digital transformation.
In
the AgTech sector, we face competition from both established players and emerging startups that are leveraging AI, ML, IoT, and
drone-based technologies to deliver precision agriculture solutions. Competitors in this space are continuously developing proprietary
platforms to improve crop yields, optimize inputs, and provide predictive insights — many of which are adjacent to or overlap with
our current offerings.
In
the CxaaS space, we compete with companies offering AI-based customer service, voice intelligence, and personalized engagement solutions.
This is a fast-evolving vertical, with traditional CRM and contact center platforms integrating AI features and newer entrants offering
focused, verticalized AI customer solutions.
In
PropTech, we expect to face competition from startups and established software as a service (“SaaS”) companies deploying
AI to improve asset management, rental automation, predictive maintenance, and tenant engagement.
As
a general AI technology company operating across multiple verticals, we anticipate increasing competition from a diverse range of players
— ranging from large incumbents expanding their feature sets to domain-specific startups bringing focused innovations. Many of
these competitors dedicate substantial resources to research and development and have established customer bases, brand recognition,
and deeper capital reserves. To maintain our competitive advantage, we continue to invest in proprietary technology, deep vertical expertise,
and differentiated platform capabilities tailored to the unique needs of each industry we serve.
Competitive
Strengths
We
believe that we have five main competitive strengths that set us apart from the current market:
| |
● |
Technological Integration:
Our integration of advanced technologies from Raptor, Connect Simple and Vega, including our Autonomous Aerial Robots, AI/ML, IoT,
and ERP, allows us to deliver end-to-end solutions that cater to diverse industry needs. |
| |
● |
Proven Track Record: We have
a successful history of conducting trials and forming partnerships with industry leaders, demonstrating our capability to execute projects
and deliver positive outcomes. |
| |
● |
Intellectual Property: We
hold essential patents and regulatory certifications, providing a barrier to entry for potential competitors and enhancing our credibility
as an industry leader. |
| |
● |
Experienced Leadership: Our
management team is comprised of experienced professionals with deep expertise in technology, data science, and investment in emerging
markets. |
| |
● |
Collaborative Culture: Our
multidisciplinary team fosters a culture of collaboration, creativity, and continuous improvement, allowing us to develop innovative
solutions for complex challenges. |
Growth
Strategy
Our
growth strategy encompasses:
| |
● |
Continuous Innovation: We
invest in research and development in key areas such as AI/ML, robotics, and software to remain at the forefront of technological advancements. |
| |
● |
Geographical Expansion: We
are expanding into new sectors, countries, and markets, with a focus on developed markets like USA, UK, Australia and New Zealand and
emerging markets like India, UAE and Sri Lanka. |
| |
● |
Cross-Selling: We leverage
synergies between divisions to offer comprehensive and integrated solutions to our clients. |
| |
● |
Targeted Sales Approach:
We identify potential customers’ pain points and challenges and develop tailored solutions to meet their specific needs. |
| |
● |
Strategic Acquisitions and
Investments: We seek partnerships and collaborations with complementary technology companies to access new markets, expand our customer
base, and enhance our capabilities. |
With
these strategies, we aim to strengthen its market presence, capture new opportunities, and deliver sustainable growth in the technology
industry. We remain committed to delivering value to clients and shareholders while driving innovation and achieving long-term success.
Research
and Development Policies
Over
the past three years, Braiin has maintained a strong commitment to innovation through continued investment in research and development
activities across its core verticals: AgTech, CXaaS, and PropTech, which will be strengthened by the acquisition of Connect Simple.
Mirragin, Nisus Australia and Nisus Payroll and VIS Networks. Our research and development initiatives have focused on the development
and enhancement of proprietary technologies including autonomous aerial robotics, AI/ML-driven analytics platforms, voice and speech
recognition engines, and ERP and utility-switching platforms. These efforts have supported the advancement of our autonomous agricultural
drones, AI-powered call center solutions, and intelligent tenant service automation tools.
Our
research and development policies emphasize internal capability building, strategic collaborations with external domain experts, and
iterative development informed by customer feedback and pilot deployments. We have prioritized agile methodologies and cross-functional
innovation sprints to rapidly bring enhancements to market while maintaining product reliability and regulatory compliance.
Intellectual
Property
Overview
We
own certain intellectual property rights that we use in connection with our business.
OWNER
OF
INTELLECTUAL
PROPERTY |
|
JURISDICTION |
|
SERIAL
AND APPLICATION
NUMBER/TITLE |
|
STATUS |
|
EXPIRATION
DATE |
| Raptor300 |
|
USA |
|
● |
Unmanned
Aerial System Autonomous Tank Refilling |
|
Pending |
|
— |
| |
|
|
|
● |
Application #63/829,259 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Raptor300 |
|
USA |
|
● |
Unmanned
Aerial System Vectorized Spraying System |
|
Pending |
|
— |
| |
|
|
|
● |
Application #63/830,023 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Flamingo
AI (1) |
|
USA |
|
●
●
|
Semi-supervised
question answering machine
Application
#16/119,400
Patent number #10650818 |
|
Granted
May 12,
2020 |
|
November
12,
2027 |
|
With
the signing of a share sale agreement to acquire Connect Simple Pty Ltd, we expect
to acquire the proprietary intellectual property it owns upon effectiveness of a Registration
Statement with the SEC.
|
| Connect
Simple |
|
USA |
|
●
● |
Energy
Comparison IP Framework
Application
# 1-14951669111 |
|
Pending |
|
— |
| |
|
|
|
|
|
|
|
|
|
| Connect
Simple |
|
USA |
|
●
● |
Connect
Easy Information Technology Infrastructure
Application
#1-14952069191 |
|
Pending |
|
— |
| |
|
|
|
|
|
|
|
|
|
| Connect
Simple |
|
USA |
|
●
● |
Proptech
Integration IP Framework
Application
#: 1-14952018321 |
|
Pending |
|
— |
| (1) | Mr.
Balasubramanian and Mr. McVean were owners of this patent through Flamingo AI prior to incorporation
of Braiin and sold 100 percent of the rights to the patent to Braiin on October 31,2022 for
$1. |
Government
Regulation
Overview
Our
business operations and product offerings span multiple jurisdictions and are subject to an evolving landscape of international, federal,
and local laws and regulations. These regulatory requirements affect not only our autonomous aerial robotics activities, but also our
AI-powered customer experience platforms and property technology services.
Rapidly
Evolving Drone and Aviation Regulations
Our
AgTech division relies on the operation of fully autonomous aerial robots, which are subject to stringent and evolving aviation
regulations in each jurisdiction where we operate. Regulatory authorities may impose restrictions or additional licensing requirements
relating to drone flight paths, chemical spraying, remote operations, airspace access, or safety standards. Failure to comply with these
regulations, or delays in receiving appropriate certifications, could adversely impact our ability to deploy or scale our UAV-based offerings.
Inconsistent rules across jurisdictions may further complicate international expansion of our aerial robotics services.
Compliance
with Data Privacy and AI Governance Frameworks
Our
CXaaS and PropTech platforms collect and process significant volumes of personal and behavioral data, which subjects us to an array of
data privacy and protection laws including the General Data Protection Regulation (“GDPR”) in the EU, the California Consumer
Privacy Act (“CCPA”) in the U.S., and equivalent laws in Australia, India, and the United Kingdom. These laws regulate data
collection, storage, transfer, and use, and impose significant obligations on data controllers and processors. Additionally, emerging
frameworks surrounding AI governance, such as the EU AI Act, may impose transparency, explainability, and fairness requirements on machine
learning systems embedded in our platforms. Non-compliance could result in fines, enforcement actions, or reputational harm.
Regulatory
Complexity in Property Technology and Embedded Services
Our
PropTech offerings involve integration with third-party utilities, insurers, and financial service providers to enable utility switching,
embedded finance, and digital billing. These operations are subject to licensing, consumer protection, anti-money laundering, and financial
services regulations in multiple regions. For example, the provision of comparison and switching services in the energy and insurance
markets may require specific licenses, adherence to advertising standards, and mandated disclosures. In addition, partnerships with digital
wallet providers and embedded payment infrastructure must comply with payment processing regulations and cybersecurity standards. Regulatory
changes, investigations, or restrictions in any of these domains could impair our product delivery or monetization strategies.
Cross-Border
and Industry-Specific Regulatory Risks
Given
the global nature of our operations, we are subject to diverse compliance regimes across jurisdictions where we deliver services, including
laws governing:
| |
● |
Taxation and transfer pricing; |
| |
● |
Consumer protection and advertising; |
| |
● |
Telecommunications and electronic
communications; |
| |
● |
E-commerce and online contracting; |
| |
● |
Environmental regulation
related to electronic devices and UAV operations; and |
| |
● |
Workplace safety and labor
laws, particularly for UAV field deployments. |
Certain
jurisdictions may also impose restrictions on cross-border data flows, foreign ownership of technology providers, or classify certain
drone or AI systems as dual-use or export-controlled technologies.
Operational
and Financial Impact of Regulatory Non-Compliance
Failure
to maintain compliance with applicable laws and regulations may lead to fines, audits, license revocation, business suspension, or civil
and criminal penalties. Moreover, the cost of ongoing compliance — including legal fees, internal controls, cybersecurity, and
policy development — could increase as regulatory scrutiny intensifies globally. If we are required to significantly change our
business practices or technologies to meet evolving legal requirements, we may experience operational delays, increased costs, or lost
business opportunities.
We
proactively monitor regulatory developments and engage in internal compliance reviews to minimize these risks. However, given the pace
and complexity of global regulatory change, there is no assurance that we will always be in full compliance, or that new laws will not
adversely affect our ability to operate or expand.
Environmental
We
are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge,
treatment, storage, disposal and remediation of hazardous substances and wastes. We could also be affected by future laws and regulations
relating to climate change, including laws related to greenhouse gas emissions, chemical use, and regulating energy efficiency. These
laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new
and/or additional investment
in
designs and technologies. We continually assess our compliance status and management of environmental matters to ensure our operations
are in compliance with all applicable environmental laws and regulations. Investigation, remediation and operation and maintenance costs
associated with environmental compliance and management of sites are a normal, recurring part of our operations. While environmental
protection regulations have not had a significant adverse effect on our overall operations, it is possible that costs incurred to ensure
continued environmental compliance in the future could have a material impact on our results of operations, financial condition or cash
flows if additional work requirements or more stringent clean-up standards are imposed by regulators, new areas of soil, air and groundwater
contamination are discovered and/or expansion of work scope are prompted as a result of investigations.
Manufacturing
We
assemble our Autonomous Aerial Robots at our facilities in Sri Lanka or, in certain cases, purchase off-the-shelf drones, that we optimize
for our customers’ purposes. All parts of our Autonomous Aerial Robots are manufactured by third parties.
Employees
and Human Capital
As
of June 30, 2025, the Company has 2 employees and 21 consultants. Our human capital objectives include identifying,
recruiting, retaining, incentivizing, and integrating both our existing and additional employees to drive our company’s success.
Facilities
Our
corporate headquarters are located in Subiaco, Western Australia. We believe that our existing facilities are adequate for our near-term
needs but expect to need additional space as we grow. We believe that suitable additional or alternative space would be available as
required in the future on commercially reasonable terms.
MANAGEMENT
Executive
Officers
The
following table sets forth certain information, as of the date of this prospectus, concerning our executive officers:
| Name |
|
Age |
|
Position |
| Natraj
Balasubramanian |
|
55 |
|
Chief
Executive Officer, Director |
| Jay
Stephenson |
|
59 |
|
Chief
Financial Officer, Director |
| Chetan
V Saligrama |
|
46 |
|
President
and COO, Director |
| Rohit
Jhamb |
|
61 |
|
Chief
Business Officer, Director |
| Samir
Pandey |
|
43 |
|
Chief
Strategy Officer |
Natraj
Balasubramanian, Chief Executive Officer and Director
Mr.
Balasubramanian serves as the Chief Executive Officer of Braiin Limited, a position he has held since 2022. Prior to this role, he served
as the Chief Executive Officer of Raptor300 from its founding in 2015 until its acquisition by Braiin in 2022. Since 2021, Mr. Balasubramanian
has also served as a director of Flamingo AI, an artificial intelligence company focused on enterprise solutions. Before founding Raptor300,
Mr. Balasubramanian was the Founder and Chief Executive Officer of Clerysys Inc., a leading SaaS and IT solutions provider headquartered
in the United States, with operations across India, the Philippines, Thailand, and Vietnam. Under his leadership from 2005 to 2012, Clerysys
grew into a globally recognized enterprise technology firm, which he successfully exited in 2012. He has also held leadership and advisory
roles in various early-stage ventures focused on developing disruptive technologies and creating new market categories. Mr. Balasubramanian
holds an MBA from Symbiosis Institute of Management Studies in Pune, India, and completed Harvard Business School’s Advanced Management
Program. He is qualified to serve on Braiin’s Board of Directors due to his extensive executive leadership experience and deep
expertise in building and scaling technology enterprises.
Jay
Stephenson, Chief Financial Officer
Mr.
Stephenson serves as Braiin’s Chief Financial Officer, a role he has held since July 2022. Mr. Stephenson has also served as the
founder and director of Brainhealth Products since January 2019. Mr. Stephenson has also served as owner and director of Forest House
Accountants and Advisors since September 2016, as Chief Financial Officer of Evolution Energy Minerals Limited from March 2024 to April
2025, as director of Wolfstar Group Corporate Advisory from August 2002 to September 2016, as a non-executive director of Traka Resources
Limited, Exploration Company since July 2024, as a non-executive director of Stonehorse Energy Limited from July 2011 to June 2025, as
a non-executive director of Dragon Mountain Gold, Exploration Company from February 2011 to June 2025, as a non-executive director of
Strategic Minerals Corp NL, Advanced Gold Exploration Company from August 2009 to March 2021 and as a director of Fiji Kava Limited from
December 2018 to August 2020. Mr. Stephenson holds a Master of Business Administration, is a Chartered Accountant, Fellow of Certified
Practicing Accountants Australia, A Fellow of the Governance Institute of Australia, a member of the Australian Institute of Company
Directors, a member of Chartered Professional Accountants and Certified Management Accountants in Canada.
Chetan
V Saligrama, President, COO and Director
Mr.
Saligrama has served as the President, Chief Operating Officer and a director of Braiin since July 2025. He also has served as the Chief
Executive Officer of Compare & Connect since its inception in October 2014, one of Australia’s leading platforms for bill management
and utility connection services. Under his leadership, the companies completed several strategic acquisitions and entered into joint
ventures — including one with Australia’s largest real estate and brokerage group — and expanded operations into New
Zealand. Mr. Saligrama also led a strong push into integrating PropTech CRM platforms across the property sector in Australia. His focus
on data-driven decision-making and automation positioned Compare & Connect ahead of its competitors, delivering both operational
efficiency and market leadership.
A
technologist at heart, Mr. Saligrama holds a Bachelor’s degree in Instrumentation and Electronics Engineering from BMS College
of Engineering, Bengaluru (2001) and a Master’s in Electronics from RMIT University, Melbourne (2002 – 2004). Mr. Saligrama
was selected to serve as a director due to his deep expertise in fund raising & building and scaling technology enterprises.
Rohit
Jhamb, Chief Business Officer and Director
Mr.
Rohit Jhamb has served as our Chief Business Officer and a director since July 2025. He also has served as senior commander of Air India
since January 2023 as served as joint general manager of Air India from January 2020 to January 2023. He has been working in the aviation
industry for over three decades. Throughout his career he has focused on driving technology and innovation. For the past 3 years his
primary focus has been unmanned aerial system integration into the commercial market. His operational experience from managing 100 plus
employees in Air India, aeronautical integration platforms and unmanned aerial system operations is a key component to our large-scale
operations. Rohit is very passionate about helping farmers in India increase their produce and make a decent living. This led
him to be involved in all stages of farming thereby giving him in depth firsthand experience of crop management in various crops,
which he leverages in his aerial driven approach to agricultural management. Rohit is an accomplished pilot and UAS enthusiast. He has
currently logged over 10,000 hours of commercial flying and UAS operations domestically and internationally. Mr. Jhamb was selected to
serve as a director due to his expertise in the unmanned aerial system and the agricultural industry.
Samir
Pandey, Chief Strategy Officer
Samir
Pandey is a seasoned finance professional with over 17 years of experience spanning corporate finance, entrepreneurship, M&A, and
strategic advisory. An Oxford MBA, Mr. Pandey has successfully navigated both the buy side and sell side of the investment landscape
— working across corporate strategy, deal origination, private equity fundraising, structured finance, and end-to-end M&A execution.
During his entrepreneurial journey, he scaled his frozen desserts company from USD 1 million to USD 8 million in revenue within three
years and successfully exited to Cure Foods — India’s second-largest food tech company and a soonicorn — in what was
widely regarded as the largest M&A deal in the segment during the COVID era. Over the course of his career, he has executed transactions
exceeding $1.25B, including several marquee deals above $175M. His expertise spans a broad range of transaction types, from private equity
investments and exits to strategic acquisitions and complex debt raises. Mr. Pandey was selected to serve as a director due to his strong
relationships with mid to large corporates, family-owned businesses, and private equity investors across sectors, making him a valuable
connector within the investment ecosystem.
Board
of Directors
Composition
The
current board of directors is comprised of Natraj Balasubramanian, Chetan Saligrama, Jay Stephenson, and Rohit Jhamb, and the terms of
the current directors will expire at the annual general meeting of shareholders to be held in 2026. Upon listing on the Primary Exchange,
the Board will consist of five directors, namely,
Natraj Balasubramanian, Chetan Saligrama, Usha Murphy, Ragur Kuppuswamy Padmanabhan, and Stephen Christopher Buehler. At the
time of listing, Mr. Stephenson and Mr. Jhamb will no longer be directors. Of the initial five directors, three will be independent.
Director
Independence
Three
directors namely Usha Murphy, Ragur Kuppuswamy Padmanabhan, and Stephen Christopher Buehler
are “independent directors” as defined in the applicable rules of the Primary Exchange. Pursuant to applicable rules, an
independent director is one who has no direct or indirect relationship with the Company that could, in the view of the board of directors,
be reasonably expected to interfere with a director’s independent judgment.
Usha
Murphy, Independent Director
Dr.
Usha Chundru Murphy, 51, is a board-certified diagnostic radiologist and healthcare executive with more than 20 years of clinical and
leadership experience, with a focus on musculoskeletal imaging, healthcare operations, and the integration of artificial intelligence
in diagnostic imaging. She was born on August 17, 1974. Since June 2024, Dr. Murphy has served as Chairman of Diagnostic Imaging for
Contra Costa County, where she oversees radiology services across a full-service hospital and nine outpatient imaging centers and is
responsible for departmental operations, strategic growth initiatives, budgeting, capital equipment procurement, vendor contract negotiations,
and technology integration. Since May 2025, she has also served on the AGFA HealthCare Clinical Advisory Board, advising on PACS systems
and AI workflow integration. From 2018 to June 2024, Dr. Murphy practiced as a Musculoskeletal Radiologist with Bay Imaging Consultants
in Walnut Creek, California. Earlier in her career, she served as Musculoskeletal Section Chief and Associate Program Director of Residency
at NYC Health + Hospitals/Harlem Hospital and held an academic appointment as an Assistant Professor in the Columbia University Department
of Radiology. She previously practiced as a musculoskeletal radiologist at Maimonides Medical Center and as a diagnostic radiologist
and partner at Imaging Partners Medical Group in San Francisco. Dr. Murphy received her M.D. from Temple University School of Medicine
and an M.B.A. from Harvard Business School. Her post-graduate training includes a Diagnostic Radiology Residency at Beth Israel Medical
Center and a Musculoskeletal Imaging Fellowship at Maimonides Medical Center. Dr. Murphy is a Diplomate of the American Board of Radiology
and a member of the American College of Radiology and the Radiological Society of North America.
Dr.
Murphy has not held any directorships in publicly listed companies during the past five years. Dr. Murphy has disclosed that she is not
related to any director, executive officer, nominee, or 5% or greater shareholder of the Company or its affiliates, was not selected
pursuant to any arrangement or understanding, and has reported no criminal convictions, regulatory sanctions, or other matters requiring
disclosure.
Ragur
Kuppuswamy Padmanabhan, Independent Director
Mr.
Ragur Kuppuswamy Padmanabhan, 66, has served as Chief Executive Officer and Executive Director of Maidee Agro and Infrastructure Private
Limited since November 2020. Since January 20, 2024, he has been a Founder and Director of the Sustainable and Vedic Agriculture Network
Foundation, and since July 22, 2025, he has served as an Additional Director of Novo Epay India Private Limited. He previously served
as Honorary Treasurer of The Bombay Presidency Golf Club Limited from 2020 to 2022. Mr. Padmanabhan has extensive experience in financial
regulation, law enforcement, and public administration. From 2011 to 2016, he held senior leadership roles at the Securities and Exchange
Board of India (SEBI), where he led the Investigations, Information Technology, Market Intermediaries and Supervision, and Internal Vigilance
functions. During this period, he was involved in advancing regulatory reforms relating to initial public offerings, insider trading,
and forensic audits, oversaw the integration of commodities intermediaries following the merger of the Forward Markets Commission with
SEBI, and represented SEBI on committees of the International Organization of Securities Commissions (IOSCO). Prior to his tenure at
SEBI, Mr. Padmanabhan held several senior policing positions with the Government of Maharashtra, including Additional Director General
of Police (Traffic) for the State of Maharashtra from 2016 to 2018, Commissioner of Police for Pimpri–Chinchwad from 2018 to 2019,
and Additional Commissioner of Police (South Region), Mumbai from 2008 to 2010. He also held vigilance and security leadership roles
at the Maharashtra Housing and Area Development Authority (MHADA) from 2010 to 2011 and Air India Limited from 2005 to 2008. Earlier
in his career, he served on a United Nations peacekeeping mission in Kosovo from 2001 to 2002. Mr. Padmanabhan holds a Bachelor of Science
degree from the University of Madras and a Postgraduate Diploma in Mass Communication from the Indian Institute of Mass Communication,
New Delhi.
Within
the past five years, other than the positions noted above, he reports no directorships in publicly held companies.
Stephen
Christopher Buehler, Independent Director
Mr.
Buehler, 48, is the founder and managing member of Astra Ventures Investment Partners LLC, an investment management and advisory business
that services high-net-worth individuals and institutional accounts, a role he has held since January 2020. In this capacity, he acts
as an investment adviser and manager, with executive responsibilities overseeing investment and advisory activities. Previously, Mr. Beuhler spent nearly a decade at Blackstone, where he served as Managing Director and Chief Operating
Officer of a business initiative focused on high-net-worth investors, working across investments, portfolio management, and strategic
initiatives. Earlier in his career, he held roles at Arthur Anderson and KPMG, including service as a Senior Manager in assurance and
advisory. During the past
five years, Mr. Buehler’s principal occupation has been his leadership of Astra Ventures Investment Partners LLC. He brings more
than 25 years of experience spanning business operations and strategy, corporate acquisitions, and accounting and financial governance,
which the Company considers relevant to his service on the Board. He also has substantial financial oversight expertise, including understanding
of GAAP, internal control over financial reporting, and audit committee functions, gained through education and experience supervising
finance and accounting functions. Mr. Buehler received an MBA in Finance, Management and Strategy from Northwestern University (Kellogg) and holds
a B.B.A. and Bachelor of Accountancy from Mississippi State University.
Mr.
Buehler has not held any directorships in publicly-held companies in the past five years. He reports no family relationships (as first
cousin or closer) with any director, 5% or greater stockholder, executive officer, or person nominated or chosen to become a director
or executive officer of the Company, its parent, or its subsidiaries. He was not selected to serve in his present or expected capacity
with the Company pursuant to any arrangement or understanding with any person (other than directors or officers of the Company acting
solely in their capacities as such). Mr. Buehler has not been a promoter of the Company in the past five years, and he reports no related
person transactions with the Company requiring disclosure. He has not been subject to any of the disqualifying legal proceedings over
the past ten years. He does not beneficially own any equity securities of the Company.
Board
Committees
The
Board will have an audit committee, a compensation committee, and a nominations committee, described below. As a foreign
private issuer, under the listing requirements and rules of the Primary Exchange, we are not required to have independent directors on
our board of directors, except that our audit committee is required to consist fully of independent directors, subject to certain phase-in
schedules.
Audit
Committee
The
audit committee will consist of Usha Murphy, Ragur Kuppuswamy Padmanabhan and Stephen Christopher Buehler. Stephen Christopher
Buehler will be the chairperson of the audit committee. Braiin has determined that satisfies the criteria of an audit committee financial
expert as set forth under the applicable rules of the SEC. Each of and satisfies the requirements for an “independent director”
within the meaning of the listing rules of the Primary Exchange and the criteria for independence set forth in Rule 10A-3 of the Exchange
Act.
The
audit committee will oversee the Company’s accounting and financial reporting processes. The audit committee will be responsible
for, among other things:
| |
● |
overseeing the relationship
with the Company’s independent auditors, including: |
| |
● |
appointing, retaining and
determining the compensation of the Company’s independent auditors; |
| |
● |
approving auditing and pre-approving
non-auditing services permitted to be performed by the independent auditors; |
| |
● |
discussing with the independent
auditors the overall scope and plans for their audits and other financial reviews; |
| |
● |
reviewing a least annually
the qualifications, performance and independence of the independent auditors; |
| |
● |
reviewing reports from the
independent auditors regarding all critical accounting policies and practices to be used by the Company and all other material written
communications between the independent auditors and management; and |
| |
● |
reviewing and resolving any
disagreements between management and the independent auditors regarding financial controls or financial reporting; |
| |
● |
overseeing the internal audit
function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment
of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal
audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified
restrictions or limitations on the internal audit function and that it has sufficient resources; |
| |
● |
reviewing and recommending
all related party transactions to the Board for approval, and reviewing and approving all changes to the Company’s related party
transactions policy; |
| |
● |
reviewing and discussing
with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of the Company’s
internal controls; |
| |
● |
overseeing risks and exposure
associated with financial matters; and |
| |
● |
establishing and overseeing
procedures for the receipt, retention and treatment of complaints received from employees regarding accounting, internal accounting
controls or audit matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting, auditing
and internal control matters. |
Compensation Committee
The
Board intends to establish a compensation committee. It is expected that the compensation committee will consist of Usha Murphy
and Ragur Kuppuswamy Padmanabhan with Usha Murphy serving as the chairperson of the compensation committee. The compensation
committee will have a written charter and will oversee compensation of the Company’s executive officers and directors. The compensation
committee will assist the board in determining its responsibilities in relation to remuneration, including making recommendations to
the board on the Company’s policy on executive compensation, determining the individual remuneration and benefits package of each
of the executive directors, and recommending and monitoring the remuneration of senior management below board level, as the board so
directs.
Nominations Committee
The Board intends to establish a nominations committee.
It is expected that the nominations committee will consist of Ragur Kuppuswamy Padmanabhan, Usha Murphy, and Stephen Christopher Buehler
with Ragur Kuppuswamy Padmanabhan serving as the chairperson of the nominations committee. The nominations committee will have a written
charter and will oversee the nomination of the Company’s directors.
Indemnification
of Directors and Officers
Braiin
intends to enter into similar indemnification agreements with each of its directors and certain officers.
Corporate
Governance Practices
The
Company is a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private
issuer, we will be permitted to comply with corporate governance practices of the law of Australia (collectively, “Home
Country Practice”) instead of certain corporate governance rules of the Primar Exchange, provided that we disclose which requirements
we will not follow and the equivalent Home Country Practice that we will comply with instead.
We
intend to rely on this “foreign private issuer exemption” in lieu of certain of the rules of the Primary Exchange, provided
that we nevertheless comply with certain rules of the Primary Exchange. We intend to comply with the Primary Exchange’s corporate
governance rules applicable to foreign private issuers, which means that we are permitted to follow certain corporate governance rules
that conform to Australian requirements in lieu of many of the Primary Exchange corporate governance rules. Accordingly, our shareholders
will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements
of the Primary Exchange. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
Because
the Company is a foreign private issuer, its directors and senior management are not subject to short-swing profit and insider trading
reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share
ownership under Section 13 of the Exchange Act and related SEC rules.
Family
Relationships
There
are no family relationships among any of Braiin’s executive officers or directors.
Code
of Business Conduct and Ethics
The
Company will adopt a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of its directors, officers
and employees. The Code of Conduct will set out the Company’s fundamental values and standards of behavior that are expected from
the Company’s directors, officers and employees with respect to all aspects of the Company’s business. The objective of the
Code of Conduct will be to provide guidelines for maintaining the Company’s integrity, reputation and honesty with a goal of honoring
others’ trust in the Company at all times. The Code of Conduct will set out guidance with respect to conflicts of interest, protection
and proper use of corporate assets and opportunities, confidentiality of corporate information, fair dealing with third parties, compliance
with laws and reporting of any illegal or unethical behavior.
The
audit committee is responsible for reviewing and evaluating the Code of Conduct periodically and will recommend any necessary or appropriate
changes thereto to the board of directors for consideration. The audit committee will also assist the Board with the monitoring of compliance
with the Code of Conduct, and will be responsible for considering any waivers of the Code of Conduct (other than waivers applicable to
the Company’s directors or executive officers, which shall be subject to review by the board of directors as a whole).
A
copy of the Code of Conduct will be available on the Company’s website.
Related
Party Transactions
| 4. |
Related
Party Transactions |
In
accordance with IAS 24 – “Related Party Disclosures”, the company has identified the following related party transactions
during the reporting period:
Amounts
Due from Related Parties
As
of the reporting date, the following balance was outstanding and receivable from related parties:
| Related
parties |
|
Relationship |
|
Nature
of Transaction |
|
As
of June 30, 2025 |
|
|
As
of June 30, 2024 |
|
| |
|
|
|
|
|
USD |
|
|
USD |
|
| Due
From related party |
|
|
|
|
|
|
|
|
|
|
|
|
| Arun
Saligrama |
|
Shareholder |
|
Loan
Receivable |
|
|
|
|
|
|
18,178 |
|
| Sneha
Krishnaswamy |
|
Shareholder |
|
Loan
Receivable |
|
|
|
|
|
|
18,178 |
|
| |
|
|
|
|
|
|
|
|
|
|
36,356 |
|
| Due
to related party |
|
|
|
|
|
|
|
|
|
|
|
|
| Arun
Saligrama |
|
Shareholder |
|
Loan
Payable |
|
|
17,884 |
|
|
|
|
|
| Sneha
Krishnaswamy |
|
Shareholder |
|
Loan
Payable |
|
|
17,884 |
|
|
|
|
|
| |
|
|
|
|
|
|
35,768 |
|
|
|
|
|
According
to IAS 24, as of June 30, 2024, there were amounts due from related parties (Arun Saligrama and Sneha Krishnaswamy) totaling $36,356
for loans received.
However,
as of June 30, 2025, the amounts due from related parties are zero. This suggests that the loans have been repaid. If, as you mentioned,
there’s now an “excess pay” and it has become “Due to related party,” this would mean that the company
has either repaid more than it owed or received new loans from the related parties, making the company the debtor. This would typically
be reflected as a liability on the balance sheet and disclosed in the related party note.
Loans
to related parties
The
Group has provided loans to Sutton Family Trust which wholly owns the Group, Defining Films and RELMS Business Services Pty Ltd which
are also owned by the Shareholder. These transactions have been carried out on normal commercial terms and conditions and at market rates.
Details of these loans are as follows:
| |
|
Amount |
|
|
Repayment
Period |
|
Interest
Rate |
|
| Loan
- Sutton Family Trust - 2025 |
|
|
36,577 |
|
|
On
demand |
|
|
8.77 |
% |
| Loan
- RELMS Business Services Pty Ltd |
|
|
21,615 |
|
|
On
demand |
|
|
8.77 |
% |
| Loan
- Defining Films |
|
|
973 |
|
|
On
demand |
|
|
8.77 |
% |
Nature
of Relationship
Sutton
Family Trust is considered a related party as it wholly owns the Company. The transactions have been made under terms that are equivalent
to those that prevail in arm’s length transactions. Defining Films and RELMS Business Services Pty Ltd are also owned by the Sole
Shareholder/Managing Director.
Outstanding
Balances
| | |
As
at June
30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| As of the reporting date, the following balances were outstanding: | |
| | | |
| - | |
| Loan - Sutton Family Trust – 2025 | |
| 51,621 | | |
| - | |
| Loan - Defining Films | |
| 973 | | |
| - | |
| Loan - RELMS Business Services Pty Ltd | |
| 21,615 | | |
| - | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Transactions
with Key Management Personnel
| Related Party | |
Description | | |
For
the year ended June
30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
| | |
USD | | |
USD | |
| Robert Sutton | |
| Salary | | |
| 157,465 | | |
| 119,941 | |
| Laura Sutton | |
| Salary | | |
| 16,752 | | |
| 63,405 | |
| Robert Sutton | |
| Loan | | |
| - | | |
| 2,764 | |
Key
Management Personnel Compensation
Total
compensation paid to key management personnel during the year is as follows:
| Component | |
For
the year ended June
30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| Salary | |
| 174,217 | | |
| 183,346 | |
Related Party Transactions
Nisus
Australia Pty Ltd and Nisus Payroll Pty Ltd are entities under common control, wholly owned by the same shareholder. Nisus Payroll Pty
Ltd was established to manage employment services and payroll processing for Nisus Australia Pty Ltd. Under this arrangement, Nisus Payroll
Pty Ltd serves as the employer of record for all personnel—including employees and contractors—who are engaged to fulfil
customer contracts on behalf of Nisus Australia Pty Ltd. Accordingly, all employment-related payments, including salaries, wages, and
contractor fees, are administered through Nisus Payroll Pty Ltd.
| Related parties | |
Relationship | |
As
of June
30, 2025 | | |
As of
June 30, 2024 | |
| | |
| |
AUD | | |
AUD | |
| Cost of sales | |
| |
| | | |
| | |
| Nisus Payroll Pty Ltd | |
Entity under common control | |
| 11,876,908 | | |
| 10,774,956 | |
| | |
| |
| | | |
| | |
| Payables | |
| |
| | | |
| | |
| Nisus Payroll Pty Limited | |
Entity under common control | |
| 1,310,587 | | |
| 1,505,785 | |
| | |
| |
| | | |
| | |
| Related party transactions were made on normal commercial terms and conditions. Outstanding
balances are unsecured, interest-free, and repayable on demand, and no guarantees have been given or received in respect of these
balances. | |
| | |
| |
| | | |
| | |
| Key Management Personnel Compensation | |
| |
| | | |
| | |
| Short-term employee benefits | |
CEO | |
| 6,364 | | |
| 7,549 | |
| | |
| |
| | | |
| | |
| During the year, the Company incurred expenses of AUD 6,364 on behalf of the Chief
Executive Officer (CEO). These transactions have been disclosed as related party transactions in accordance with the requirements
of the applicable accounting standards. |
Related Party Transactions
Nisus
Payroll Pty Ltd and Nisus Australia Pty Ltd are entity under common control, wholly owned by the same shareholders. Nisus Payroll
Pty Ltd was incorporated to provide payroll and staffing services exclusively to Nisus Australia Pty Ltd. All revenues of Nisus
Payroll are derived from providing contract-based employees to Nisus Australia. Further, these transactions also occurred on arm
length basis.
The
Company considers these transactions to be related party transactions and has disclosed them in accordance with applicable accounting
standards.
| Related parties | |
Relationship | |
As
of June
30, 2025 | | |
As of
June 30, 2024 | |
| Revenue | |
| |
AUD | | |
AUD | |
| Nisus Australia Pty limited | |
Entity under common control | |
| 11,876,908 | | |
| 10,774,956 | |
| | |
| |
| | | |
| | |
| Receivable | |
| |
| | | |
| | |
| Nisus Australia Pty Limited | |
Entity under common control | |
| 1,310,587 | | |
| 1,505,785 | |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Related
party transactions were made on normal commercial terms and conditions. Outstanding balances are unsecured, interest-free, and repayable
on demand, and no guarantees have been given or received in respect of these balances.
| Key Management Personnel Compensation | |
| |
| | |
| |
| | |
| |
| | | |
| | |
| Short-term employee benefits | |
CEO’s Son | |
| 28,280 | | |
| - | |
During
the year, CEO’s son was employed during the year and received wages of AUD 25,363, along with superannuation contributions at the
rate of 11.5% (AUD 2,917). This transaction has been disclosed as related party transactions in accordance with the requirements of the
applicable accounting standards.
In
accordance with IAS 24 Related Party Disclosures, the Company has identified the following related party relationships and transactions:
Key
Management Personnel
Natraj
Balasubramanian serves as a director of the Company. As such, Natraj Balasubramanian is considered a related party.
Transactions
with Related Parties
During
the year ended 10 July 2023, the Company acquired intellectual property (IP) from Natraj Balasubramanian. Under a Heads of Agreement,
Natraj Balasubramanian assigned 100% of the legal and beneficial ownership of the IP to the Company.
Consideration
for the IP assignment was AUD 1 (inclusive of GST).
Legal
title to the IP transferred on settlement, two business days after execution of the agreement.
The
IP has been recognized in the Company’s Statement of Financial Position as an intangible asset at cost (AUD 1)
No
other transactions were undertaken with Natraj Balasubramanian in their capacity as a director.
EXECUTIVE
AND DIRECTOR COMPENSATION
Executive
Compensation
For
the fiscal year ended June 30, 2025, Braiin’s Chief Financial Officer, Jay Stephenson, received AUD $90,000 per annum and
Braiin’s Chief Executive Officer, Natraj Balasubramanian received USD $283,243 per annum. Braiin did not pay any compensation
or make any equity awards to any other executive officers.
Braiin
intends to adopt an executive compensation program designed to align compensation with the Company’s business objectives and the
creation of shareholder value, while enabling the Company to attract, motivate, and retain individuals who contribute to the long-term
success of the Company. This program will be administered by the compensation committee of the Board.
Director
Compensation
For
the fiscal year ended June 30, 2025, Braiin did not pay any compensation or make any equity awards in respect of directors’
services in their capacity as directors. The amounts disclosed above relate solely to compensation paid for executive services performed
by individuals who also hold directorships. As such, Braiin has omitted the 2025 Director Compensation Table and the corresponding
narrative disclosure, as no separate director fees were paid.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The
following is a summary of transactions or series of transactions since inception, or currently proposed transactions or series of transactions,
to which we were, or will be, a party, in which the amount involved exceeded, or will exceed, $120,000, and in which any of our directors,
executive officers, or to our knowledge, beneficial owners of 5% or more of our capital stock, or any member of the immediate family
of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Mr.
Jay Stephenson holds shares in Vega, representing less than 1% (approximately 0.001%) of its outstanding equity. Mr. Natraj Balasubramanian
does not hold any equity interest in Vega. Further, Mr. Balasubramanian and Mr. Stephenson both serve as directors of Vega as well. These
board roles do not reflect or confer any material equity ownership or control position in Vega prior to the acquisition by Braiin.
Pursuant
to a subscription agreement effective as of September 1, 2025, Chetan Saligrama subscribed for $3 million shares of the Company. Mr.
Saligrama is the Company’s President and Chief Operations Officer, as well as a director. The terms of the subscription were agreed
upon prior to Mr. Saligrama’s appointment as President, Chief Operations Officer and director.
Related
Person Transactions Policy Following the Direct Listing
Upon
consummation of the Direct Listing, it is anticipated that the Board will adopt a written Related Person Transactions Policy that sets
forth Braiin’s policies and procedures regarding the identification, review, consideration and oversight of “related person
transactions.” For purposes of Braiin’s policy only, a “related person transaction” is a transaction, arrangement
or relationship (or any series of similar transactions, arrangements or relationships) in which Braiin or any of its subsidiaries are
participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.
Transactions
involving compensation for services provided to Braiin as an employee, consultant or director will not be considered related person transactions
under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any
class of Braiin’s voting securities, including any of their immediate family members and affiliates, including entities owned or
controlled by such persons.
Under
the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of Braiin’s
voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person
transaction to Braiin’s audit committee (or, where review by Braiin’s audit committee would be inappropriate, to another
independent body of the Braiin Board) for review. To identify related person transactions in advance, Braiin will rely on information
supplied by Braiin’s executive officers, directors and certain significant unitholders. In considering related person transactions,
Braiin’s audit committee will take into account the relevant available facts and circumstances, which may include, but are not
limited to:
| |
● |
the potential conflicts with
the interests of Braiin; |
| |
● |
the risks, costs, and benefits
to Braiin; |
| |
● |
the impact on a director’s
independence in the event the related person is a director, immediate family member of a director or an entity with which a director
is affiliated; |
| |
● |
the terms of the transaction; |
| |
● |
the availability of other
sources for comparable services or products; and |
| |
● |
the terms available to or
from, as the case may be, unrelated third parties. |
Braiin’s
audit committee will approve only those transactions that it determines are fair to us and in Braiin’s best interests. All of the
transactions described above were entered into prior to the adoption of such policy.
PRINCIPAL
AND REGISTERED SHAREHOLDERS
The
following table sets forth certain information with respect to the beneficial ownership of our ordinary shares as of the date of this
prospectus for:
| |
● |
each person or group of affiliated persons known by
us to be the beneficial owner of more than 5% of our ordinary shares; |
| |
|
|
| |
● |
each of our directors and named executive officers; |
| |
|
|
| |
● |
all of our directors and named executive officers as
a group; and |
| |
|
|
| |
● |
the number of shares of our ordinary shares and ordinary
shares held by the Registered Shareholders and registered as ordinary shares for resale by means of this prospectus for the Registered
Shareholders. |
Information
concerning the Registered Shareholders may change from time to time and any changed information will be set forth in supplements to this
prospectus, if and when necessary. The Registered
Shareholders may, or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine.
The Registered Shareholders may offer, sell or distribute all or a portion of the ordinary shares hereby registered publicly or through
private transactions at prevailing market prices or at negotiated prices. The Registered Shareholders may elect to sell their shares
in connection with this Direct Listing and in market transactions following this Direct Listing. As such, we will have no input if and
when any Registered Shareholder may, or may not, elect to sell their ordinary shares or the prices at which any such sales may occur.
See “Plan of Distribution.”
Information
concerning the Registered Shareholders may change from time to time and any changed information will be set forth in supplements to this
prospectus, if and when necessary.
The
Registered Shareholders are not entitled to any registration rights with respect to our ordinary shares. However, we currently intend
to use our reasonable efforts to keep the registration statement effective for a period of 90 days after the effectiveness of the registration
statement. We are not party to any arrangement with any Registered Shareholder or any broker-dealer with respect to sales of ordinary
shares by the Registered Shareholders. However, we will engage a financial advisor with respect to certain other matters relating to
our listing. See “Plan of Distribution.”
We
have based percentage of beneficial ownership for the following table on 68,696,076 ordinary shares. In addition, in accordance
with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities issuable within 60 days
of December 1, 2025. As such, ordinary shares issuable pursuant to options and warrants that may be exercised or settled within
60 days of December 1, 2025 are deemed to be outstanding for purposes of computing the percentage of the class beneficially owned
by the person holding such securities but are not deemed to be outstanding for purposes of computing the percentage of the class beneficially
owned by any other person.
The
Registered Shareholders have not, nor have they within the past three years had, any position, office, or other material relationship
with us, other than as disclosed in this prospectus. See “Management’s Discussion & Analysis of Financial Results
and Condition” and “Certain Relationships and Related Party Transactions” for further information regarding
the Registered Shareholders.
Except
as otherwise indicated in the footnotes to the table set forth below, all persons listed have sole voting power and investment power,
except to the extent that authority is shared by spouses under applicable law, and record and beneficial ownership of their ordinary
shares. Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o Braiin Limited, 283
Rokeby Road, Subiaco, Western Australia 6008.
| | |
Ordinary Shares | | |
Percentage
of Total Voting | | |
Ordinary
Shares Being | |
| Name
of Beneficial Owner | |
Number | | |
% | | |
Power† | | |
Registered | |
| Executive
Officers and Directors | |
| | | |
| | | |
| | | |
| | |
| Natraj
Balasubramanian | |
| 40,891,020 | | |
| 59.52 | % | |
| 59.52 | % | |
| 40,891,020 | |
| Darren
McVean | |
| 3,174,756 | | |
| 4.62 | % | |
| 4.62 | % | |
| 3,174,756 | |
| Jay
Stephenson | |
| 212,536 | | |
| * | | |
| 0.31 | % | |
| 212,536 | |
| Chetan
Saligrama | |
| 294,992 | | |
| * | | |
| 0.43 | % | |
| 294,992 | |
| Rohit
Jhamb | |
| 61,480 | | |
| * | | |
| 0.09 | % | |
| 61,480 | |
| Samir
Pandey | |
| - | | |
| * | | |
| 0.00 | % | |
| 0 | |
| 5%
Shareholders | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Other
Registered Shareholders: | |
| | | |
| | | |
| | | |
| | |
| Vega
Global Technologies Limited (2) | |
| 8,122,728 | | |
| 11.82 | % | |
| 11.82 | % | |
| 8,112,728 | |
| Connect
Simple (3) | |
| 9,636,424 | | |
| 14.03 | % | |
| 14.03 | % | |
| 9,636,424 | |
| VIS
Networks (4) | |
| 4,382,604 | | |
| 6.38 | % | |
| 6.38 | % | |
| 4,382,604 | |
| Maxim
Partners LLC (5) | |
| 1,346,980 | | |
| 1.96 | % | |
| 1.96 | % | |
| 1,346,980 | |
| All
other Registered Shareholders | |
| 572,556 | | |
| * | | |
| 0.83 | % | |
| 572,556 | |
| Total | |
| 68,696,076 | | |
| | | |
| | | |
| 68,696,076 | |
| (1) | These
shares will be issued to the entity listed upon the closing of their acquisition, which will
occur prior to the consummation of this Direct Listing and have been calculated based on
an implied price per share of $10.17. |
| | |
| (2) | Vega
Global Technologies Limited is the record and beneficial owner of the securities set forth
in the table. Messrs. Natraj Balasubramanian, Jay Stephenson, and Chetan Saligrama are directors
of Vega Global Technologies Limited and, in such capacities, share dispositive power over
the securities held by Vega Global Technologies Limited. Each such individual disclaims beneficial
ownership of the securities held by Vega Global Technologies Limited except to the extent
of his pecuniary interest therein. The address for the registered shareholder is 283
Rokeby Road, Subiaco, Western Australia 6008. |
| | |
| (3) | Connect
Simple is the record and beneficial owner of the securities set forth in the table. The Georgiou
Family Trust controls Connect Simple. The trustee of the Georgiou Family Trust namely Gomazz
Pty. Ltd exercise dispositive power over the securities held by Connect Simple. Each such
person disclaims beneficial ownership of the securities held by Connect Simple except to
the extent of his or her pecuniary interest therein.
The address for the registered shareholder is 7 Merrafields Ct, Taylor Lakes VIC 3038. |
| | |
| (4) | VIS
Networks is the record and beneficial owner of the securities set forth in the table. Vijetha
Umashankar, Swetha Keshava Acharya, Kasaragod Suresh Kamath, and Prajwal Thekkade Sukumar
are directors of VIS Networks and, in such capacities, share dispositive power over the securities
held by VIS Networks. Each such individual disclaims beneficial ownership of the securities
held by VIS Networks except to the extent of his or her pecuniary interest therein.
The address for the registered shareholder is #94, 4th Cross, 2nd Block
Koramangala, Bangalore, 560034 Karnataka India. |
| | |
| (5) | Maxim
Partners LLC is the record and beneficial owner of the securities set forth in the table.
MJR Holdings LLC is the managing member of Maxim Partners LLC. Cliff Teller is the Chief
Executive Officer of MJR Holdings LLC and has dispositive power over the securities held
by Maxim Partners LLC. Mr. Teller disclaims beneficial ownership over any securities owned
by Maxim Partners LLC and MJR Holdings LLC except to the extent of his pecuniary interest
therein.
The address for the registered shareholder is 300 Park Avenue, New York, New York 10022. |
As
of the date of the prospectus, we have 15 shareholders of record, 3 of whom are located in the United States. We are not aware
of any arrangement that may, at a subsequent date, result in a change of control of our company.
DESCRIPTION
OF CAPITAL STOCK
General
As
of December 11, 2025, 45,096,761, fully paid ordinary shares were issued.
Holders
of our ordinary shares are entitled to one vote per share on all matters requiring shareholder approval. Our ordinary shares do not carry
cumulative voting rights. Subject to any special rights attaching to shares that may be issued in the future (including preference shares),
holders of ordinary shares are entitled to receive dividends as declared by the board of directors out of profits legally available for
distribution. In the event of the Company’s winding up, holders of ordinary shares are entitled to participate equally and ratably
in the distribution of the surplus assets of the Company, after satisfaction of all liabilities and any preferential entitlements.
All
issued ordinary shares are fully paid and non-assessable. The rights and obligations of shareholders are governed by the Company’s
Constitution and the Corporations Act 2001 (Cth).
We
may issue additional ordinary shares from time to time, subject to the limitations imposed by applicable law, our Constitution, and shareholder
approvals where required.
Listing
We
have applied to list our ordinary shares on the Primary Exchange under the symbol “BRAI”.
Transfer
Agent and Registrar
The
transfer agent and registrar for our ordinary shares is Lucky Lucko, Inc. The transfer agent and registrar’s address is 415 Mission
St., San Francisco, CA 94105. The transfer agent and registrar can be contacted by phone at: +1 (626) 688-5200.
SHARES
ELIGIBLE FOR FUTURE SALE
Prior
to the listing of our ordinary shares on the Primary Exchange, there has been no public market for our ordinary shares. Sales of a substantial
number of our ordinary shares in the public market, following our listing on the Primary Exchange, or the perception that such
sales could occur, could adversely affect the public price of our ordinary shares and may make it more difficult for you to sell your
shares at a time and price that you deem appropriate. We will have no input if and when any Registered Shareholders may, or may not,
elect to sell their shares or the prices at which any such sales may occur.
After
the Direct Listing, a total of 68,696,076 shares of our ordinary shares will be outstanding, including 68,696,076 shares
of our ordinary shares registered for resale under the registration statement of which this prospectus forms a part. Any shares not registered
hereunder will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted
securities are eligible for public sale only if they are registered under the Securities Act, including, but not limited to, the shares
registered hereunder, or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act,
which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with
Rule 904 of Regulation S. With the exception of shares owned by our directors, officers and certain shareholders, substantially all of
our ordinary shares may be sold after our initial listing on the Primary Exchange, either by the Registered Shareholders pursuant to
this prospectus or by our other existing shareholders in accordance with Rule 144 of the Securities Act.
Immediately
upon the effectiveness of this registration statement and prior to the commencement of trading, we will complete the acquisition of Vega
Global Technologies Ltd pursuant to the Binding Heads of Agreement. Vega is a related party to the Company, and the acquisition is a
committed transaction that will close automatically upon SEC effectiveness, without further conditions. Vega currently has approximately
500 shareholders, the majority of whom hold their shares in round-lot quantities, and these shareholders will become shareholders of
Braiin immediately prior to the commencement of trading. Accordingly, Vega shareholders will be included in the calculation of our shareholders
for purposes of satisfying the Nasdaq initial listing requirements relating to public holders, round-lot holders, and public float.
Lock-Up
Agreement
Braiin
Limited Pre-Listing Shareholders
The
Company has adopted a lock-up policy applicable to all existing shareholders of Braiin Limited holding 10,000 shares or more immediately
prior to the effectiveness of this Registration Statement. Under this policy, such shareholders (including affiliates and non-affiliates)
are subject to a 12-month transfer restriction, commencing on the date the Company’s ordinary shares begin trading on the Nasdaq
Stock Market.
During
the lock-up period, the Company may refuse to register any transfer of such shares, and the Company’s transfer agent will not remove
any restrictive legends or otherwise permit any transfer, except as expressly permitted under the lock-up policy.
This
lock-up does not affect economic ownership, voting rights, or proportional equity, and solely restricts the ability to transfer such
shares during the applicable
Vega
Global Limited Shareholders (Primary Source of Public Float)
Separately,
the Company has adopted a lock-up policy applicable to all existing shareholders of Vega Global Limited holding 10,000 shares or more
immediately prior to the effectiveness of this Registration Statement. Under this policy, such shareholders (including affiliates and
non-affiliates) are also subject to a 12-month transfer restriction, commencing on the date the Company’s ordinary shares begin
trading on the Nasdaq Stock Market.
The
lock-up applies uniformly to all Vega Global Limited shareholders holding 10,000 shares or more, except for the Company’s designated
free-float non-affiliate shareholders and approximately 439 retail shareholders, each of whom will remain unrestricted to satisfy Nasdaq
free-float and liquidity requirements.
This
ensures that Vega contributes the Company’s initial public float for trading and price formation purposes.
Target
Acquisition Shareholders
Shareholders
of the entities acquired or to be acquired by the Company are not subject to the lock-up policies applicable to Braiin Limited
or Vega Global Limited shareholders.
Instead,
transfer restrictions applicable to these shareholders arise under the contractual lock-up, escrow, earn-out, and staged release
provisions contained in the applicable Share Sale Agreement or Binding Heads of Agreement for each acquisition.
These
contractual lock-up arrangements:
| ● | Apply
from the first share issued (there is no 10,000-share threshold), |
| ● | And
include fixed or staged release periods, typically including: |
| ◌ | 12-month
full lock-ups, and/or |
| ◌ | 18-month
and 24-month staged vesting or release schedules. |
Rule
144
In
general, under Rule 144 as currently in effect, once we have been subject to and in compliance with public company reporting requirements
of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible shareholder is entitled to sell such shares without
complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information
requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates
for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the ordinary shares
proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person
has beneficially owned the ordinary shares proposed to be sold for at least one year, including the holding period of any prior owner
other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
In
general, under Rule 144, as currently in effect, our affiliates or persons selling ordinary shares on behalf of our affiliates are entitled
to sell shares 90 days after we become a reporting company. Within any three-month period, such shareholders may sell a number of shares
that does not exceed the greater of:
| |
● |
1% of the number of ordinary shares then outstanding, which
will equal approximately shares immediately after our registration; or |
| |
● |
the average weekly trading volume of our ordinary shares during
the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. |
Sales
under Rule 144 by our affiliates or persons selling ordinary shares on behalf of our affiliates also are subject to certain manner of
sale provisions and notice requirements and to the availability of current public information about us.
Rule
701
Rule
701 generally allows a shareholder who was issued shares under a written compensatory plan or contract and who is not deemed to have
been our affiliate during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required
to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our
affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders
of Rule 701 shares, however, are required by that rule to wait until 90 days after we become a reporting company before selling those
shares under Rule 701.
SALE
PRICE HISTORY OF OUR CAPITAL STOCK
We
have applied to list our ordinary shares on the Primary Exchange. Prior to the listing of our ordinary shares on the Primary Exchange,
there has been no public market for our ordinary shares. Recent purchase prices of our ordinary shares in private transactions
may have little or no relation to the opening public price of our ordinary shares on the Primary Exchange. or the subsequent trading
price of our ordinary shares on the Primary Exchange. Our ordinary shares have a limited history of trading in private transactions.
Please refer to Item 15 of Part II of the Registration Statement where details of the private transactions are disclosed.
While
Maxim Group LLC, in its capacity as our financial advisor, is expected to consider this information in connection with setting
the opening public price of our ordinary shares, this information may have little or no relation to broader market demand for our ordinary
shares and thus the opening public price and subsequent public price of our ordinary shares on the Primary Exchange. As a result, you
should not place undue reliance on these historical private sale prices as it may differ materially from the opening public price and
subsequent public price of our ordinary shares on the Primary Exchange.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF Ordinary Shares
The
following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the
acquisition, ownership, and disposition of our ordinary shares. This discussion is not a complete analysis of all potential U.S. federal
income tax consequences relating thereto, does not address the potential application of the Medicare contribution tax on net investment
income or the alternative minimum tax, and does not address any estate or gift tax consequences or any tax consequences arising under
any state, local, or foreign tax laws, or any other U.S. federal tax laws. This discussion is based on the U.S. Internal Revenue Code
of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, and published rulings
and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as in effect as of the date of this prospectus.
These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax
consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and
the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements
and conclusions.
This
discussion is limited to non-U.S. holders who purchase our ordinary shares pursuant to this prospectus and who hold our ordinary shares
as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion
does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s
particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders
subject to special rules under the U.S. federal income tax laws, including:
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certain former citizens or long-term residents of the United
States; |
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partnerships or other pass-through entities (and investors
therein); |
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“controlled foreign corporations;” |
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“passive foreign investment companies;” |
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corporations that accumulate earnings to avoid U.S. federal
income tax; |
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banks, financial institutions, investment funds, insurance
companies, brokers, dealers, or traders in securities; |
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tax-exempt organizations and governmental organizations; |
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tax-qualified retirement plans; |
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persons subject to special tax accounting rules under Section
451(b) of the Code; |
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persons who hold or receive our ordinary shares pursuant to
the exercise of any employee stock option or otherwise as compensation; |
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“qualified foreign pension funds” as defined in
Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; |
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persons that own, or have owned, actually or constructively,
more than 5% of our ordinary shares; |
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persons who have elected to mark securities to market; and |
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persons holding our ordinary shares as part of a hedging or
conversion transaction or straddle, or a constructive sale, or other risk reduction strategy or integrated investment. |
If
an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our ordinary shares, the U.S.
federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of
the partnership. Partnerships holding our ordinary shares and the partners in such partnerships are urged to consult their own tax advisors
about the particular U.S. federal income tax consequences to them of holding and disposing of our ordinary shares.
THIS
DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING
THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF OUR ORDINARY SHARES, AS WELL AS
ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS. IN ADDITION, SIGNIFICANT
CHANGES IN U.S. FEDERAL TAX LAWS WERE RECENTLY ENACTED. PROSPECTIVE INVESTORS SHOULD ALSO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT
TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING CHANGES IN STATE TAX LAWS.
Definition
of Non-U.S. Holder
For
purposes of this discussion, a non-U.S. holder is any beneficial owner of our ordinary shares that is not a “U.S. person”
or a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is
any person that, for U.S. federal income tax purposes, is or is treated as any of the following:
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an individual who is a citizen or resident of the United States; |
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a corporation (or any entity treated as a corporation for U.S.
federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; |
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an estate, the income of which is subject to U.S. federal income
tax regardless of its source; or |
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a trust (i) whose administration is subject to the primary
supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the
trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. |
Distributions
on Our Ordinary Shares
As
described under the section titled “Dividend Policy,” we have never declared or paid dividends on our ordinary shares
and do not anticipate paying dividends in the foreseeable future. However, if we make cash or other property distributions on our ordinary
shares, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles. Amounts that exceed such current and accumulated earnings
and profits and, therefore, are not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and
will first be applied against and reduce a holder’s tax basis in our ordinary shares, but not below zero. Any excess amount distributed
will be treated as gain realized on the sale or other disposition of our ordinary shares and will be treated as described under the section
titled “— Gain On Disposition of Our Ordinary Shares” below.
Subject
to the discussion below regarding effectively connected income, backup withholding and FATCA (as defined under the section titled “—
Withholding on Foreign Entities” below), dividends paid to a non-U.S. holder of our ordinary shares generally will be subject
to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income
tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish us or our withholding agent a valid IRS Form
W-8BEN or IRS Form W-8BEN-E (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification
must be provided to us or our withholding agent before the payment of dividends and must be updated periodically. If the non-U.S. holder
holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will
be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our withholding
agent, either directly or through other intermediaries.
If
a non-U.S. holder holds our ordinary shares in connection with the conduct of a trade or business in the United States, and dividends
paid on our ordinary shares are effectively connected with such holder’s U.S. trade or business (and are attributable to such holder’s
permanent establishment or fixed base in the United States if required by an applicable tax treaty), the non-U.S. holder will be exempt
from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish a valid IRS Form W-8ECI (or applicable
successor form) to the applicable withholding agent.
However,
any such effectively connected dividends paid on our ordinary shares generally will be subject to U.S. federal income tax on a net income
basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S.
holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified
by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.
Non-U.S.
holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund
of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Non-U.S.
holders should consult their own tax advisors regarding any applicable income tax treaties that may provide for different rules.
Gain
on Disposition of Our Ordinary Shares
Subject
to the discussion below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income
tax on any gain realized on the sale or other disposition of our ordinary shares, unless:
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the gain is effectively connected with the non-U.S. holder’s
conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent
establishment or fixed base maintained by the non-U.S. holder in the United States; |
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|
|
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the non-U.S. holder is a nonresident alien individual present
in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or |
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|
|
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our ordinary shares constitutes a “United States real
property interest” by reason of our status as a United States real property holding corporation (“USRPHC”), for U.S.
federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s
holding period for our ordinary shares, and our ordinary shares is not regularly traded on an established securities market during the
calendar year in which the sale or other disposition occurs. |
Determining
whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our
other trade or business assets and our foreign real property interests. We believe that we are not currently and do not anticipate becoming
a USRPHC for U.S. federal income tax purposes, although there can be no assurance we will not in the future become a USRPHC.
Gain
described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S.
federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign
corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income
tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Gain described in
the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable
income tax treaty), but may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident
of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Gain described in the third bullet point above will generally be subject to U.S. federal income tax in the same manner as gain that is
effectively connected with the conduct of a U.S. trade or business (subject to any provisions under an applicable income tax treaty),
except that the branch profits tax generally will not apply. Non-U.S. holders should consult their tax advisors regarding any applicable
income tax treaties that may provide for different rules.
Information
Reporting and Backup Withholding
Annual
reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of dividends on our ordinary
shares paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements
apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S.
trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available
under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.
Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. holder of dividends on or the gross proceeds
of a disposition of our ordinary shares provided the non-U.S. holder furnishes the required certification
for
its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI (or applicable successor form),
or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder
is a U.S. person who is not an exempt recipient.
Backup
withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult
with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s
U.S. federal income tax liability, if any.
Withholding
on Foreign Entities
Sections
1471 through 1474 of the Code and the Treasury regulations promulgated thereunder (collectively, “FATCA”) impose a U.S. federal
withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules)
unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide
to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain
equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption
applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity
unless such entity either certifies that it does not have any “substantial United States owners” as defined in the Code or
provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies.
An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain
circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. The withholding provisions described above currently
apply to payments of dividends on our ordinary shares. Prior to the issuance of proposed Treasury regulations described below, withholding
taxes under FATCA would have also applied to gross proceeds from sales or other disposition of our ordinary shares. However, the U.S.
Treasury Department’s proposed regulations that, if finalized in their present form, would eliminate the federal withholding tax
of 30% applicable to the gross proceeds of a sale or other disposition of our ordinary shares. In its preamble to such proposed regulations,
the U.S. Treasury Department stated that taxpayers (including withholding agents) may generally rely on the proposed regulations until
they are revoked or final regulations are issued.
Under
certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors should consult
with their own tax advisors regarding the possible implications of FATCA on an investment in our ordinary shares.
PLAN
OF DISTRIBUTION
The
Registered Shareholders, and their pledgees, donees, transferees, assignees, or other successors in interest may sell their ordinary
shares covered hereby pursuant to brokerage transactions on the Primary Exchange, or other public exchanges or registered alternative
trading venues, at prevailing market prices at any time after the ordinary shares are listed for trading. We are not party to any arrangement
with any Registered Shareholder or any broker-dealer with respect to sales of ordinary shares by the Registered Shareholders, except
we have engaged a financial advisor with respect to certain other matters relating to the registration of our ordinary shares and listing
of our ordinary shares, as further described below. As such, we do not anticipate receiving notice as to if and when any Registered Shareholder
may, or may not, elect to sell their ordinary shares or the prices at which any such sales may occur, and there can be no assurance that
any Registered Shareholders will sell any or all of their ordinary shares covered by this prospectus.
We
will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders. We will recognize costs related to
this direct listing and our transition to a publicly traded company consisting of professional fees and other expenses. We will
expense these amounts in the period incurred and not deduct these costs from net proceeds to the issuer as they would be in an
initial public offering.
We
have engaged Maxim Group LLC (the “Advisor”), as our financial advisor to advise and assist us with respect to
certain matters relating to our direct listing (the “Direct Listing”). The services expected to be performed by the Advisor
will include providing advice and assistance with respect to defining objectives, analyzing, structuring and planning the Direct Listing,
developing and assisting with our investor communication strategy in relation to the Direct Listing, and being available to consult with
the Primary Exchange, including on the day that our ordinary shares are initially listed on the Primary Exchange. We have also engaged
Newbridge Securities Corporation, an independent third party, to provide a valuation report.
In
addition, the Advisor will determine when our ordinary shares are ready to trade and to approve proceeding with the opening of trading
at the Current Reference Price (as defined below). However, the Advisor has not been engaged to participate in investor meetings or to
otherwise facilitate or coordinate price discovery activities or sales of our ordinary shares in consultation with us, except as described
herein.
On
the day that our ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing,
pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted
orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated,
along with other indicative imbalance information, to market participants by the Primary Exchange on its NOII and BookViewer tools. Following
the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial
advisor to perform the functions under applicable Primary Exchange rules, must notify the Primary Exchange that our shares are “ready
to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready to trade, the Primary Exchange
will calculate the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange rules. If the Advisor then
approves proceeding at the Current Reference Price, the Primary Exchange will conduct a price validation test in accordance with applicable
Primary Exchange Rules. As part of conducting such price validation test, the Primary Exchange may consult with the Advisor, if the price
bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield
a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will then be
executed at such price and regular trading of our ordinary shares on the Primary Exchange will commence.
Under
the Primary Exchange rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders
to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched,
then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would
remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified
price entered in an order by a customer to buy or sell) at which our ordinary shares will remain unmatched (i.e. will not be bought
or sold); and (iv) if more than one price exists under (iii), a price determined by the Primary Exchange in consultation with the Advisor
in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation
rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including
Regulation M, or applicable relief granted thereunder.
In
determining the Current Reference Price, the Primary Exchange’s cross algorithms will match orders that have been entered into
and accepted by the Primary Exchange’s system. This occurs with respect to a potential Current Reference Price when orders to buy
ordinary shares at an entered bid price that is greater than or equal to such potential Current Reference Price are matched with orders
to sell a like number of ordinary shares at an entered asking price that is less than or equal to such potential Current Reference Price.
To illustrate, as a hypothetical example of the calculation of the Current Reference Price, if the Primary Exchange’s cross algorithms
matched all accepted orders as described above, and two limit orders remained — a limit order to buy 500 ordinary shares at an
entered bid price of $10.01 per share and a limit order to sell 200 ordinary shares at an entered asking price of $10.00 per share —
the Current Reference Price would be selected as follows:
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Under clause (i), if the Current Reference Price is $10.00,
then the maximum number of additional shares that can be matched is 200. If the Current Reference Price is $10.01, then the maximum number
of additional shares that can be matched is also 200, which means that the same maximum number of additional shares would be matched
at the price of either $10.00 or $10.01. |
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Because more than one price under clause (i) exists, under
clause (ii), the Current Reference Price would be the price that minimizes the imbalance between orders to buy or sell (i.e., minimizes
the number of shares that would remain unmatched at such price). Selecting either $10.00 or $10.01 as the Current Reference Price would
create the same imbalance in the limit orders that cannot be matched, because at either price 300 shares would not be matched. |
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Because more than one price under clause (ii) exists, under
clause (iii), the Current Reference Price would be the entered price at which orders for ordinary shares at such entered price will remain
unmatched. In such case, choosing $10.01 would cause 300 shares of the 500-share limit order with the entered price of $10.01 to remain
unmatched, compared to choosing $10.00, where all 200 shares of the limit order with the entered price of $10.00 would be matched, and
no shares at such entered price remain unmatched. Thus, the Primary Exchange would select $10.01 as the Current Reference Price, because
orders for shares at such entered price will remain unmatched. The above example (including the prices) is provided solely by way of
illustration. |
The
Advisor, as the designated financial advisor under applicable Primary Exchange Rules, will determine when our ordinary shares are ready
to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular,
the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the
opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does
not approve proceeding at the Current Reference Price (for example, due to the absence of adequate pre-opening buy and sell interest),
the Advisor will request that the Primary Exchange delay the opening until such a time that sufficient price discovery has been made
to ensure that a reasonable amount of volume crosses on the opening trade.
Further,
in the highly unlikely event that the Primary Exchange consults with the Advisor as described in clause (iv) of the definition of Current
Reference Price, the Advisor would request that the Primary Exchange delay the opening to ensure a single opening price within clauses
(i), (ii) or (iii) of the definition of the Current Reference Price. Under the Primary Exchange rules, in the event of such delay, prior
to terminating such delay, there will be a 10-minute “Display Only” period during which market participants may enter quotes
and orders in shares of our ordinary shares in the Primary Exchange systems. In addition, beginning at 4:00 a.m., market participants
may enter orders in shares of our ordinary shares on the Primary Exchange. Such orders will be accepted and entered into the system.
After the conclusion of the 10-minute “Display Only” period, our ordinary shares will enter a “Pre-Launch” period
of indeterminate duration. The “Pre-Launch” period will end and shares of our ordinary shares will be released for trading
by the Primary Exchange when certain conditions are met, including the Primary Exchange’s receipt of notice from the Advisor that
our ordinary shares are ready to trade, after which the Primary Exchange system will calculate the Current Reference Price at that time
and display it to the Advisor. If the Advisor then approves proceeding, the Primary Exchange system will conduct certain validation checks.
The Advisor, with concurrence of the Primary Exchange, may determine at any point during the delay process up through the conclusion
of the “Pre-Launch” period to postpone and reschedule the Direct Listing. Neither we nor the Registered Shareholders will
be involved in the Primary Exchange’s price-setting mechanism, nor will we or they coordinate or be in communication with
the Advisor including with respect to any decision by the Advisor to delay or proceed with trading.
Similar
to the Primary Exchange-listed firm-commitment underwritten initial public offering, in connection with the listing of our ordinary
shares, buyers and sellers who have subscribed will have access to the Primary Exchange’s Order Imbalance Indicator (the “Net
Order Imbalance Indicator”), a widely available, subscription-based data feed, prior to submitting buy or sell orders. The Primary
Exchange’s electronic trading platform simulates auctions every second to calculate a Current Reference Price, the number of ordinary
shares that can be paired off the Current Reference Price, the number of ordinary shares that would remain unexecuted at the Current
Reference Price and whether a buy-side or sell-side imbalance exists, or whether there is no imbalance, to disseminate that information
continuously to buyers and sellers via the Net Order Imbalance Indicator data feed.
However,
because this is not an initial public offering being conducted on a firm-commitment underwritten basis, there will be no traditional
book building process (that is, an organized process pursuant to which buy and sell interest is coordinated in advance to some prescribed
level — the “book”). Moreover, prior to the opening trade, there will not be a price at which underwriters initially
sold ordinary shares to the public, as there would be in a firm-commitment underwritten initial public offering. The lack of an initial
public offering price could impact the range of buy and sell orders collected by the Primary Exchange from various broker-dealers. Consequently,
the public price of our ordinary shares may be more volatile than in an initial public offering underwritten on a firm-commitment basis
and could, upon being listed on the Primary Exchange, decline significantly and rapidly.
In
addition, to list on the Primary Exchange, we are also required to have at least three registered and active market makers. We expect
that the Advisor will act as a registered and active market maker and will engage other market makers.
In
addition to sales made pursuant to this prospectus, the ordinary shares covered by this prospectus may be sold by the Registered Shareholders
in private transactions exempt from the registration requirements of the Securities Act. Under the securities laws of some states, ordinary
shares may be sold in such states only through registered or licensed brokers or dealers.
A
Registered Shareholder may from time to time transfer, distribute (including distributions in kind by Registered Shareholders that are
investment funds), pledge, assign, or grant a security interest in some or all the ordinary shares owned by it and, if it defaults in
the performance of its secured obligations, the transferees, distributees, pledgees, assignees, or secured parties may offer and sell
the ordinary shares from time to time under this prospectus, or under an amendment to this prospectus under applicable provisions of
the Securities Act amending the list of the Registered Shareholders to include the transferee, distributee, pledgee, assignee, or other
successors in interest as Registered Shareholders under this prospectus. The Registered Shareholders also may transfer the shares in
other circumstances, in which case the transferees, distributes, pledgees, or other successors in interest will be the registered beneficial
owners for purposes of this prospectus.
A
Registered Shareholder that is an entity may elect to make an in-kind distribution of ordinary shares to its members, partners, or shareholders
pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus.
If
any of the Registered Shareholders utilize a broker-dealer in the sale of the ordinary shares being offered by this prospectus, such
broker-dealer may receive commissions in the form of discounts, concessions or commissions from such Registered Shareholder or commissions
from purchasers of the ordinary shares for whom they may act as agent or to whom they may sell as principal.
In
connection with its engagement as our financial advisor, the Advisor received 110,696 shares of our ordinary shares, which is
equal to 1% of our outstanding ordinary shares, on a fully diluted basis, as of the date of our engagement letter with the Advisor. In
addition, the Advisor will be entitled to a cash fee of $300,000 (payable upon the Company’s first financing transaction with Maxim
of $5 million) and that number of ordinary shares equal to 1% of the issued and outstanding ordinary shares upon the successful consummation
of the Direct Listing. The Advisor will also be entitled to an expense reimbursement for all reasonable, documented expenses incurred
by the Advisor in connection with its engagement, provided that such expenses, other than legal fees, may not exceed $25,000 without
our prior authorization.
In
addition, pursuant to our agreement with the Advisor, for a period of 18 months from the date of the consummation of the Direct Listing,
if we propose to (i) effect a public offering of our securities on a major U.S. exchange, (ii) effect a private placement of our securities,
(iii) enter into certain financing transactions with third parties introduced to us by the Advisor or (iv) propose to enter into certain
other transactions with third parties introduced to us by the Advisor, including, without limitation, a merger, acquisition or sale of
stock or assets, or other similar transaction, we are obligated to offer to retain the Advisor as our lead underwriter and book running
manager, our lead placement or sales agent, or our lead, as applicable, in connection with such financing or transaction, upon such reasonable
and customary terms as the Advisor and we may mutually agree, with such terms to be set forth in a separate engagement letter or other
agreement between the Advisor and us.
The
Advisor will not be engaged to otherwise facilitate or coordinate price discovery activities or the solicitation or sales of shares of
our ordinary shares in consultation with us, and will not be permitted to, and will not be instructed by us to, plan or actively participate
in any investor education activities, except as described herein.
Prior
to the financial advisory services provided by the Advisor to us in connection with the listing of our securities, neither the Advisor
nor any affiliates of the Advisor have provided services of any kind to us.
EXPENSES
RELATED TO THE OFFERING
Set
forth below is an itemization of the total expenses which are expected to be incurred in connection with this offering. With the exception
of the registration fee payable to the SEC, the Primary Exchange listing fee and the filing fee payable to FINRA, all amounts are estimates.
| Securities
and Exchange Commission Registration Fee |
|
USD$ |
96,482 |
| FINRA
Fee |
|
USD$ |
0 |
| Primary
Exchange Fee |
|
USD$ |
25,000 |
| Legal
Fees and Expenses |
|
USD$ |
2,079,374 |
| Accounting
Fees and Expenses |
|
USD$ |
550,000 |
| Other Advisory Expenses & Professional Charges |
|
USD$ |
15,085,843 |
| Miscellaneous
Expenses |
|
USD$ |
69,144 |
| Total
Expenses |
|
USD$ |
17,905,843 |
LEGAL
MATTERS
Winston
& Strawn LLP, Houston, Texas, is our legal advisor. Certain Australian legal matters will be passed upon for Braiin by Steinepreis
Paganin.
EXPERTS
The
audited consolidated financial statements of Braiin Limited for the year ended June 30, 2025 and 2024, included in this prospectus
have been so included in reliance on the report of BDO Audit Pty Ltd, Level 25, 252 Pitt Street, Sydney NSW 2000 Australia, an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The
audited financial statements of Connect Simple Pty Limited, VIS Networks Private Limited, Mirragin RAS Consulting Pty Limited, Nisus
Australia Pty Limited, Nisus Payroll Pty Limited, and Vega Global Technologies Limited for the year ended June 30, 2025 and 2024
included in this prospectus have been so included in reliance on the report of AM Advisory, an independent auditor, given on the authority
of said firm as experts in auditing and accounting.
The
audited consolidated financial statements for the year ended June 30, 2025 and 2024 included in this prospectus have been so included
in reliance on the report of AM Advisory, an independent auditor, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-1 under the Securities Act, with respect to the ordinary shares covered by
this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set
forth in the registration statement or the exhibits filed therewith. For further information about us and our ordinary shares, we refer
you to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of
any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each
instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. The SEC maintains
a website that contains reports, proxy, and information statements, and other information regarding registrants that file electronically
with the SEC. The address of the website is www.sec.gov.
Immediately
upon the effectiveness of the registration statement of which this prospectus forms a part, we will become subject to the information
and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other
information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying
at the website of the SEC referred to above. We also maintain a website at www.braiin.com. Upon the effectiveness of the
registration statement of which this prospectus forms a part, you may access these materials free of charge as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC. The inclusion of our website address in this prospectus is an inactive
textual reference only. The information contained in or accessible through our website is not part of this prospectus or the registration
statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase shares
of our ordinary shares.
INDEX
TO FINANCIAL STATEMENTS
Braiin
Limited
Connect
Simple Pty Limited
VIS
Networks Private Limited
Mirragin
RAS Consulting Pty Limited
Nisus
Australia Pty Limited
Nisus
Payroll Pty Limited
Vega
Global Technologies Limited
BRAIIN
LIMITED
And
Consolidated Entities
ACN
660 713 093
FINANCIAL
REPORT
FOR
THE YEARS ENDED
30
JUNE 2025
F-5 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
CORPORATE
DIRECTORY
DIRECTORS
Natraj
Balasubramanian (Executive Director)
Jay
Stephenson (Non-Executive Director)
Chetan
Saligrama (Non-Executive Director) – appointed 3 July 2025
Rohit
Jhamb (Non-Executive Director) – appointed 3 July 2025
COMPANY
SECRETARY
Jay
Stephenson
REGISTERED
OFFICE and
PRINCIPAL
PLACE OF BUSINESS
283
Rokeby Road
Subiaco
WA 6005
AUDITORS
BDO
Audit Pty Ltd
Level
25, 252 Pitt Street
Sydney
NSW 2000
CONTACT
INFORMATION
Tel:
+61 412 474 180
F-6 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
 |
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au |
Parkline Place
Level 25, 252 Pitt Street
Sydney NSW 2000
Australia |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Braiin Limited
Subiaco WA 6008
Opinion on Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position
of Braiin Limited and Controlled Entities (the Company) as of June 30, 2025 and 2024, the related consolidated statements of profit or
loss and other comprehensive income, statements of changes in equity, and statements of cash flows for each of the two years in the period
ended June 30, 2025, and the related notes and schedules (collectively referred to as the ‘consolidated financial statements’).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June
30, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IFRS Accounting
Standards’).
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.
/s/ BDO Audit Pty Ltd
We have served as the Company’s auditor since 2023.
Sydney, Australia
September 26, 2025, except for the effects of the
stock split discussed in Note 2 and Note 22 of the financial statements, as to which the date is November 10, 2025 and equity placement
discussed in Note 22 of the financial statements, as to which the date is January 12, 2026.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
F-7 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS AND
OTHER
COMPREHENSIVE INCOME
for
the year ended 30 June 2025
| | |
Note | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| | |
| |
| | |
| |
| Revenue | |
| |
| - | | |
| - | |
| | |
| |
| | | |
| | |
| Expenses | |
| |
| | | |
| | |
| Administration and other expenses | |
4 | |
| 477,075 | | |
| 268,307 | |
| Audit fees | |
4 | |
| 201,871 | | |
| 232,454 | |
| Professional and legal fees | |
4 | |
| 590,149 | | |
| 798,466 | |
| Rent | |
4 | |
| 248,800 | | |
| - | |
| Depreciation and amortization | |
4b | |
| 113,370 | | |
| 148,313 | |
| Interest expense | |
4b | |
| 317,103 | | |
| 82,755 | |
| Loss on deconsolidation | |
3 | |
| - | | |
| 5,469 | |
| Loss on loan forgiveness | |
5 | |
| - | | |
| 175,386 | |
| Loss on foreign currency exchange | |
4b | |
| 24,585 | | |
| 4,225 | |
| Total Expenses | |
| |
| 1,972,954 | | |
| 1,715,375 | |
| Loss before income tax expense | |
| |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| Income tax expense | |
8 | |
| - | | |
| - | |
| Loss after tax from continuing operations | |
| |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| | |
| |
| | | |
| | |
| Items that may be reclassified subsequently to profit and loss | |
| |
| | | |
| | |
| Foreign currency translation | |
| |
| 19,896 | | |
| 19,967 | |
| | |
| |
| | | |
| | |
| Other comprehensive income | |
| |
| 19,896 | | |
| 19,967 | |
| | |
| |
| | | |
| | |
| Total comprehensive loss for the year | |
| |
| (1,953,058 | ) | |
| (1,695,408 | ) |
The
consolidated statement of profit and loss and other comprehensive income is to be read in conjunction with the notes to the consolidated
financial statements.
F-8 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
As
at 30 June 2025
| | |
Note | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $
| |
| | |
| |
| | |
| |
| Current assets | |
| |
| | | |
| | |
| Cash and cash equivalents | |
9 | |
| 110,779 | | |
| 577,518 | |
| Trade and other receivables | |
10 | |
| 28,332 | | |
| 15,329 | |
| Prepayments | |
| |
| 2,904 | | |
| - | |
| Related party loan | |
19 | |
| - | | |
| 108,677 | |
| Loans | |
19 | |
| 3,367 | | |
| 1,770 | |
| Deposit on Premises | |
| |
| 25,638 | | |
| 1,638 | |
| Total current assets | |
| |
| 171,020 | | |
| 704,932 | |
| | |
| |
| | | |
| | |
| Fixed assets | |
14 | |
| 1,079 | | |
| 48,755 | |
| Software development | |
15 | |
| 58,386 | | |
| 89,092 | |
| Right of Use Assets | |
16 | |
| 63,518 | | |
| 2,069 | |
| Non-current assets | |
| |
| 122,984 | | |
| 139,916 | |
| Total assets | |
| |
| 294,004 | | |
| 844,848 | |
| | |
| |
| | | |
| | |
| Trade and other payables | |
11 | |
| 796,208 | | |
| 518,641 | |
| Unearned revenue | |
12 | |
| 588,000 | | |
| 468,000 | |
| Lease liability | |
16 | |
| 17,760 | | |
| 1,351 | |
| Financial liabilities | |
13 | |
| 3,618,446 | | |
| 2,683,062 | |
| Related party loan | |
19 | |
| 14,565 | | |
| - | |
| Current liabilities | |
| |
| 5,034,979 | | |
| 3,671,054 | |
| | |
| |
| | | |
| | |
| Non-current liabilities | |
| |
| | | |
| | |
| Lease Liability | |
16 | |
| 38,291 | | |
| 2 | |
| Total Non-current liabilities | |
| |
| 38,291 | | |
| 2 | |
| | |
| |
| | | |
| | |
| Total liabilities | |
| |
| 5,073,270 | | |
| 3,671,056 | |
| | |
| |
| | | |
| | |
| Net liabilities | |
| |
| (4,779,266 | ) | |
| (2,826,208 | ) |
| | |
| |
| | | |
| | |
| Equity | |
| |
| | | |
| | |
| Issued capital | |
2 | |
| 3,641 | | |
| 3,641 | |
| Foreign exchange reserve | |
| |
| 44,922 | | |
| 25,026 | |
| Accumulated losses | |
| |
| (4,827,829 | ) | |
| (2,854,875 | ) |
| Total Equity | |
| |
| (4,779,266 | ) | |
| (2,826,208 | ) |
The
consolidated statement of financial position is to be read in conjunction with the notes to the consolidated financial statements.
F-9 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
for
the year ended 30 June 2025
| | |
Issued
Capital $ | | |
Reserves $ | | |
Accumulated
Losses $ | | |
Total
Equity $ | |
| | |
| | |
| | |
| | |
| |
| Balance at 1 July 2024 | |
| 3,641 | | |
| 25,026 | | |
| (2,854,875 | ) | |
| (2,826,208 | ) |
| Loss for the year | |
| - | | |
| - | | |
| (1,972,954 | ) | |
| (1,972,954 | ) |
| Other comprehensive income | |
| - | | |
| 19,896 | | |
| - | | |
| 19,896 | |
| Total comprehensive loss for the period | |
| - | | |
| 19,896 | | |
| (1,972,954 | ) | |
| (1,953,058 | ) |
| Balance as at 30 June 2025 | |
| 3,641 | | |
| 44,922 | | |
| (4,827,829 | ) | |
| (4,779,266 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Balance at 1 July 2023 | |
| 3,641 | | |
| 5,059 | | |
| (1,139,500 | ) | |
| (1,130,800 | ) |
| Loss for the year | |
| - | | |
| - | | |
| (1,715,375 | ) | |
| (1,715,375 | ) |
| Other comprehensive income | |
| - | | |
| 19,967 | | |
| - | | |
| 19,967 | |
| Total comprehensive loss for the period | |
| - | | |
| 19,967 | | |
| (1,715,375 | ) | |
| (1,695,408 | ) |
| Balance as at 30 June 2024 | |
| 3,641 | | |
| 25,026 | | |
| (2,854,875 | ) | |
| (2,826,208 | ) |
The
consolidated statement of changes in equity is to be read in conjunction with the notes to the consolidated financial statements.
F-10 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
CONSOLIDATED
STATEMENTS OF CASH FLOWS
for
the year ended 30 June 2025
| | |
Note | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| | |
| |
| | |
| |
| Cash flows from operating activities | |
| |
| | | |
| | |
| Payments to suppliers and employees | |
| |
| (1,294,241 | ) | |
| (1,131,380 | ) |
| Finance costs | |
| |
| (3,418 | ) | |
| (43,490 | ) |
| Receipts from customers | |
| |
| 120,000 | | |
| 468,000 | |
| Net cash used in operating activities | |
9.1 | |
| (1,177,659 | ) | |
| (706,870 | ) |
| | |
| |
| | | |
| | |
| Cash flows from investing activities | |
| |
| | | |
| | |
| Deposit on Premises | |
| |
| (24,000 | ) | |
| - | |
| Purchase of plant and equipment | |
14 | |
| - | | |
| (885 | ) |
| Net Cash used in investing activities | |
| |
| (24,000 | ) | |
| (885 | ) |
| | |
| |
| | | |
| | |
| Cash flows from financing activities | |
| |
| | | |
| | |
| Advances from/(repaid) to directors | |
19 | |
| 123,243 | | |
| (189,800 | ) |
| Lease repayments | |
| |
| (18,910 | ) | |
| (1,569 | ) |
| Finance costs | |
| |
| (25,664 | ) | |
| - | |
| Convertible notes repaid | |
13 | |
| - | | |
| (69,805 | ) |
| Promissory Notes received | |
13 | |
| 646,355 | | |
| 500,000 | |
| Promissory Notes repaid | |
13 | |
| (10,000 | ) | |
| | |
| Promissory Notes issued | |
5 | |
| - | | |
| (175,000 | ) |
| Net cash from financing activities | |
| |
| 715,024 | | |
| 63,826 | |
| | |
| |
| | | |
| | |
| Net decrease in cash and cash equivalents | |
| |
| (486,636 | ) | |
| (643,929 | ) |
| | |
| |
| | | |
| | |
| Cash and cash equivalents at the beginning of the year | |
| |
| 577,518 | | |
| 1,202,698 | |
| Effects of exchange rate changes on cash and cash equivalents | |
| |
| 19,896 | | |
| 18,749 | |
| Cash and cash equivalents at the end of the year | |
9 | |
| 110,779 | | |
| 577,518 | |
The
consolidated statement of cash flows is to be read in conjunction with the notes to the consolidated financial statements.
F-11 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
GENERAL
INFORMATION
Braiin
Limited (Braiin or the “Company”) and its subsidiaries (the “Group”) is a for-profit company
limited by shares, domiciled and incorporated in Australia. Braiin’s expertise spans artificial intelligence and machine learning
(“AI/ML”), robotics, internet of things (“IoT”), and mission-critical enterprise software and hardware applications.
The functional currency of the Group is AUD and the presentation currency is in the USD currency.
The
Company was incorporated on 4 July 2022.
These
consolidated financial statements are general purpose financial statements which have been prepared in accordance with Accounting Standards
and Interpretations.
The
Company is an unlisted public company, incorporated and operating in Australia. The financial report is presented in United States dollars.
The
Company is a for profit entity for financial reporting purposes under IFRS Accounting Standards as issues by the International Accounting
Standards Board (IFRS Accounting Standards).
Historical
cost convention
The
financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial
assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income and derivative
financial instruments.
Critical
accounting estimates
The
preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note
1.3.
Foreign
currency translation
The
functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which
that entity operates. The consolidated financial statements are presented in United States dollars. The legal parent entity’s functional
and presentation currency is Australian Dollars.
Foreign
currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign
currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried
at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the
date when fair values were determined.
Exchange
differences arising on the translation of monetary items are recognised in the profit or loss except where deferred in equity as a qualifying
cash flow or net investment hedge.
Exchange
differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that
the gain or loss is directly recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit
or loss.
The
accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated.
F-12 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Foreign
operations
The
financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency
are translated as follows:
| ● | assets
and liabilities are translated at year-end exchange rates prevailing at that reporting date; |
| ● | income
and expenses are translated at average exchange rates for the period; and |
| ● | retained
earnings are translated at the exchange rates prevailing at the date of the transaction. |
Exchange
differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve
in the consolidated statement of financial position. These differences are recognised in the profit or loss in the period in which the
operation is disposed.
| 1.1. | ADOPTION
OF NEW AND REVISED STANDARDS |
| 1.1.1. | Changes
in accounting policies on initial application of Accounting Standards |
Standards
and interpretations applicable to 30 June 2025
In
the year ended 30 June 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the IFRS
Accounting Standards that are relevant to the Group’s operations and effective for the current financial reporting period.
It
has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations
on its business and, therefore, no change is necessary to Group accounting policies.
Standards
and interpretations on issue not yet effective and adopted
The
Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended
30 June 2025. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and
revised Standards and Interpretations issued but not yet effective and adopted on its business and, therefore, no further disclosures
have been made in this regard.
F-13 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 1.2. | STATEMENT
OF COMPLIANCE |
The
financial report was authorised by the Board of Directors for issue on xx September 2025.
The
financial report complies with Australian equivalents to the International Financial Reporting Standards (AIFRS). Compliance with AIFRS
ensures that the financial report, comprising the financial statements and notes thereto, complies with IFRS Accounting Standards.
MATERIAL
ACCOUNTING POLICY INFORMATION
| 1.3. | CRITICAL
ACCOUNTING ESTIMATES AND JUDGEMENTS |
The
application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities
that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is
revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Fair
value measurement hierarchy
The
Group is required to classify all assets and liabilities, measured at fair value. Considerable judgement is required to determine what
is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
Estimation
of useful lives of assets
The
Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and
finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event.
The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically
obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Impairment
of non-financial assets other than goodwill and other indefinite life intangible assets
The
Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date
by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists,
the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which
incorporate a number of key estimates and assumptions.
Income
tax
The
Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision
for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate
tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group’s current
understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will
impact the current and deferred tax provisions in the period in which such determination is made.
Recovery
of deferred tax assets
Deferred
tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts
will be available to utilise those temporary differences and losses.
F-14 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Lease
term
The
lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in
determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised,
or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining
the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a
termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the
Group’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence
of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably
certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change
in circumstances.
Incremental
borrowing rate
Where
the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease
payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates
it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with
similar terms, security and economic environment.
Derivative
Financial Instruments
Derivatives
are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair
value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as
a hedging instrument, and if so, the nature of the item being hedged.
Promissory
Notes
Under
IFRS 9, promissory notes issued by a company are recognised as financial liabilities and initially recorded at fair value, which is usually
the cash or other considerations received. Typically classified as measured at amortised cost, the effective interest rate (EIR) method
is used to account for the interest expense over the note’s life, adjusting the carrying amount for any premium embedded as an
implied interest rate. Transaction costs, such as structuring fees paid via equity issuance, are deducted from the initial carrying value
and recognised based on the measurability of their fair value and the completion of any contingent events. This ensures financial statements
accurately reflect the company’s obligations and costs associated with promissory notes in compliance with IFRS 9.
| 1.4. | PRINCIPLES
OF CONSOLIDATION |
As
at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements
as well as their results for the interim period. Where controlled entities have entered (left) the Consolidated Group during the year,
their operating results have been included (excluded) from the date control was obtained (ceased).
The
consolidated financial statements incorporate the assets, liabilities and results of the parent, Braiin Limited and its subsidiaries.
Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has right to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries
is provided in Note 17.
The
assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on
which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany
transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting
policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted
by the group.
Equity
interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as non-controlling interests. The Group
initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate
share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate
share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of
profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section
of the statement of financial position and statement of comprehensive income.
F-15 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
The
charge for current income tax expense is based on the result for the year adjusted for any non-assessable or disallowed items. It is
calculated using tax rates that have been enacted or are substantively enacted by the balance date or reporting date.
Deferred
tax is accounted for in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding
a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred
tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred
tax is credited to profit or loss except where it relates to items that may be credited directly to equity, in which case the deferred
tax is adjusted directly against equity.
Deferred
income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible
temporary differences can be utilised.
The
amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur
in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit
to be realised and comply with the conditions of deductibility imposed by the law.
| 1.6. | FINANCIAL
INSTRUMENTS |
| 1.6.1. | Financial
Instruments – assets |
The
Group classifies its financial assets in the following measurement categories:
| ● | those
to be measured subsequently at fair value (either through OCI or through profit or loss),
and |
| ● | those
to be measured at amortised cost. |
The
classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For
assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments
that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition
to account for the equity investment at fair value through other comprehensive income (FVOCI).
The
Group reclassifies debt investments when and only when its business model for managing those assets changes.
F-16 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| b. | Recognition
and derecognition |
Regular
way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the
asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred
and the Group has transferred substantially all the requirements of ownership.
At
initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVTPL are expensed in profit or loss.
Financial
assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal
and interest.
| ● | The
Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and losses on equity investments in OCI,
there is no subsequent reclassification of fair value gains and losses to profit or loss
following the derecognition of the investment. Dividends from such investments continue to
be recognised in profit or loss as other income when the Group’s right to receive payments
is established. |
| ● | Changes
in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in
the statement of profit or loss as applicable. Impairment losses (and reversal of impairment
losses) on equity investments measured at FVOCI are not reported separately from other changes
in fair value. |
The
Group assesses on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost
and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For
trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
| 1.6.2 | Financial
Instruments - Liabilities |
The
Group classifies its financial liabilities in the following measurement categories:
| ● | those
to be measured subsequently at FVTPL, and |
| ● | those
to be measured at amortised cost. |
The
classification depends on the entity’s business model for managing the financial liabilities and the contractual terms of the cash
flows.
For
financial liabilities measured at FVTPL, gains and losses, including any interest expenses will be recorded in profit or loss. Other
financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange
gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
For
financial liabilities measured at amortised cost, the effective interest method is a method of calculating the amortised cost of a financial
liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter
period, to the amortised cost of a financial liability.
F-17 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| b. | Recognition
and derecognition |
Regular
way purchases of financial liabilities are recognised on trade-date, the date on which the Group commits to purchase the financial liability.
Financial liabilities are derecognised when the Group’s obligations are discharged, cancelled or have expired. The difference between
the carrying amount of the financial liabilities derecognised and the consideration paid and payable is recognised in profit or loss.
At
initial recognition, the Group measures financial liabilities at its fair value plus, in the case of financial liabilities not at fair
value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial liabilities.
Transaction costs of financial liabilities carried at FVTPL are expensed in profit or loss.
The
Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when
annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair value less costs to sell and its value in use, and is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s
value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating
unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating
unit is considered impaired and is written down to its recoverable amount.
In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations
are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued
amount (in which case the impairment loss is treated as a revaluation decrease).
Impairment
testing is performed annually for goodwill and intangible assets.
| 1.7.1. | Financial
assets carried at cost |
If
there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value
(because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such
an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.
Provisions
are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow
of economic benefits will result and that outflow can be reliably measured.
F-18 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 1.9. | CASH
AND CASH EQUIVALENTS |
Cash
and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original
maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities
on the statement of financial position.
Revenue
from contracts with customers
Revenue
is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring
goods or services to a customer. For each contract with a customer, the Company does the following: identifies the contract with a customer;
identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable
consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and recognizes revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Subscription
Revenue
Subscription
revenues consist primarily of fees earned from subscription-based arrangements for providing customers the right to use its drone technology
and underlying services.
Revenue
from subscriptions is recognized over time when the customer obtains access to and is transferred control of the technology, which is
generally from the time of delivery of the drone to the customer and throughout the contract when the customer consumes the benefits
provided by the Company via ongoing access to the technology. The revenue recognition pattern reflects the transfer of control to the
customer, which, for subscriptions, is recognized evenly across the contract period, as performance obligations are met.
The
provision of the technology within the drone is a distinct bundled performance obligation as the customer can derive substantial benefits
from the drone throughout the duration of the contract. Therefore, revenue from subscriptions is recognized over time.
Monthly
Subscriptions: For a monthly subscription service, revenue is recognized monthly as the Company meets performance obligation by giving
the customer access to utilize the Company’s drone technology and underlying services.
Annual
Subscriptions Paid Upfront: If a customer enters into a contract for an annual subscription, the amount received is categorized as “unearned
revenue” and recognized as a liability. The revenue is recognized evenly over the year, with a corresponding reduction from the
unearned revenue account, reflecting the period over which we meet our performance obligation by giving the customer access to utilize
our drone technology and underlying services.
Interest
Interest
revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of
a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial
asset.
F-19 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Leases
are recognised as a right-of-use-asset and a corresponding liability at the date at which the leased asset is available for use by the
Group.
Right
of use Asset
The
Group recognises a right of use asset at the commencement date of the lease. The right of use asset is initially measured at cost. The
cost of right of use assets includes the amount of lease liabilities recognised, adjusted for any lease payments made at or before the
commencement date, plus initial direct costs incurred and an estimate of costs to dismantle, remove or restore the leased asset, less
any lease incentives received
Right-of-use-assets
are measured at cost comprising the following:
| ● | the
amount of the initial measurement of lease liability; |
| ● | any
lease payments made at or before the commencement date less any lease incentives received; |
| ● | any
initial direct costs; and |
Subsequent
to initial measurement, the right of use asset is depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful life. Right of use assets are subject to impairment and are adjusted for any remeasurement of lease liabilities.
At
the commencement date of the lease, the Group recognises lease liabilities at the present value of the lease payments to be made over
the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties
for terminating a lease, if the assessment of lease term reflects the Group exercising the option to terminate. The variable lease payments
that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payments
occurs. The present value of lease payments is discounted using the interest rate implicit in the lease or, if the rate cannot be readily
determined, the Group’s incremental borrowing rate.
The
lease liability is measured at amortised cost using the effective interest method. After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and reduced for the lease payments made.
The
amount of lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if
there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured,
a corresponding adjustment is made to the carrying amount of the right of use asset, or is recognised in profit or loss if the carrying
amount of the right of use asset has been reduced to zero.
The
Group has elected not to recognise right of use assets and lease liabilities for short term leases that have a lease term of 12 months
of less and do not contain a purchase option, and leases of low value assets. The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
F-20 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Items
of property, plant and equipment are measured at cost less accumulated depreciation.
Cost
includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended
use, and the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion
of production overheads.
Where
parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property,
plant and equipment.
Gains
and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment and are recognised net within “other income” in profit or loss.
Depreciation
is calculated on a straight-line basis to write off the next cost of each item of plant and equipment over their expected useful life
as follows:
The
carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from
these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment
and subsequent disposal.
Ordinary
shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as
a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition
of a new business are not included in the cost of acquisition as part of the purchase consideration.
F-21 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
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. Historical cost is generally based on the fair
values of the consideration given in exchange for goods and services.
The
Directors have assessed the Group’s ability to continue as a going concern and are satisfied that the going concern basis of preparation
is appropriate. While the Group recorded a net loss after tax for the year ended 30 June 2025 of $1,972,954 (2024: $1,715,375), a net
operating cash outflow of $1,177,659 (2024: $706,870), and a net liability position of $4,779,266 (2024: $2,826,208), subsequent events
and current funding provide sufficient basis to conclude that the Group has adequate resources to meet its obligations over the next
twelve months.
During
the year, the Group entered into Promissory Note Agreements with investors totalling $655,855. In addition, since year end, the
Directors have issued SAFE notes totalling $375,000. The Group is also actively progressing a direct listing on the Primary Exchange,
with the intention to complete the listing before 31 December 2025. An F-1 registration statement has been lodged with the U.S. Securities
and Exchange Commission (SEC), and the Group is prepared to respond comprehensively to subsequent queries. The Board has also advanced
discussions with strategic investors and financing partners and has prepared detailed budgets and financial forecasts demonstrating sufficient
liquidity to support operations for at least twelve months from the date of this report.
Key
subsequent developments supporting this assessment include:
| ● | In
September 2025, the Group successfully completed a $3,000,000 equity placement, providing
additional liquidity to fund operations and strategic objectives. |
| ● | In
September 2025, the Company entered into amendments to the Promissory Notes originally on
issue at 30 June 2025. The amendments extend maturity terms to the original instruments.
This significantly strengthens the Group’s financing position and improves future cash
flow forecasts. |
| ● | SAFE
Notes on issue as at 30 June 2025 were converted into equity following the September placement,
reducing the Group’s debt obligations and simplifying its capital structure. |
| | ● | In November 2025, the Group successfully completed
a $2,000,000 equity placement, providing additional liquidity to fund operations and strategic
objectives. |
These
subsequent events provide tangible evidence of investor support and improved financing conditions. Taken together, they reinforce the
Directors’ confidence that the Group has sufficient resources to meet its obligations as they fall due. Accordingly, the financial
statements have been prepared on a going concern basis.
Intangible
assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the
acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised
and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation
and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured
as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite
life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Unearned
revenue is recorded as a liability when payments are received before performance obligations relating to a contract have not yet been
met. It is recognised as revenue on the income statement as the corresponding goods or services are provided, reflecting the fulfilment
of the Company’s performance obligations. This method adheres to the accrual basis of accounting, ensuring that revenue recognition
aligns accurately with the delivery of services or goods.
F-22 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| | |
2025 No. | | |
2024 No. | |
| | |
| | |
| |
| Fully paid ordinary shares | |
| 44,278,312 | * | |
| 44,278,312 | * |
| | |
2025 No. | | |
$ | | |
2024 No. | | |
$ | |
| Balance at beginning of the year | |
| 44,278,312 | * | |
| 3,641 | | |
| 44,278,312 | * | |
| 3,641 | |
| | |
| | | |
| | | |
| | | |
| | |
| Balance at end of the year | |
| 44,278,312 | * | |
| 3,641 | | |
| 44,278,312 | * | |
| 3,641 | |
* Subsequent to the end of the reporting
period, Braiin Limited undertook a 4 for 1 stock split of its Fully paid ordinary shares which has been retroactively adjusted.
Ordinary
shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
At
the shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one
vote on a show of hands.
F-23 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 3. | RESTRUCTURE
ACCOUNTING AND COMPARATIVE INFORMATION |
On
23 December 2023, Braiin Limited simplified its structure by the means of transferring the assets from Raptor 300 Australia Pty Ltd to
Braiin Limited and transferring the shares to Darren McVean. This process was completed through a number of internal transactions with
limited impact to the consolidated group.
As
part of the agreement:
| ● | Braiin
Limited acquired drones and software assets from Raptor 300 Australia |
| ● | Raptor
300 Inc transferred its ownership of Raptor 300 Australia to Darren McVean |
The
Net Assets remaining in the entity resulted in a loss of $5,469 which is reflected in the comparative consolidated statement of profit
and loss.
Administration
and other expenses
| | |
2025 $ | | |
2024 $ | |
| Office expenses | |
| 8,437 | | |
| - | |
| Dues and Subscriptions | |
| 7,003 | | |
| 9,397 | |
| General expenses | |
| 20,683 | | |
| 21,908 | |
| Drone related expenses in Sri Lanka | |
| 71,058 | | |
| 79,097 | |
| Other general expenses related to Sri Lank | |
| 11,304 | | |
| - | |
| Insurance | |
| 635 | | |
| - | |
| Memberships | |
| 2,792 | | |
| 7,831 | |
| Postage | |
| 52 | | |
| 1,562 | |
| Telephone and internet | |
| 3,805 | | |
| 1,451 | |
| Repairs and maintenance | |
| 8,620 | | |
| - | |
| ASIC fees | |
| 978 | | |
| 1,616 | |
| Staffing Costs | |
| 283,243 | | |
| 97,033 | |
| Travel | |
| 54,116 | | |
| 43,246 | |
| Bank fees | |
| 4,349 | | |
| 5,166 | |
| | |
| 477,075 | | |
| 268,307 | |
Professional,
audit and legal fees
| | |
2025 $ | | |
2024 $ | |
| Consulting and accounting | |
| 581,610 | | |
| 753,272 | |
| Audit fees | |
| 201,871 | | |
| 232,454 | |
| Legal expenses | |
| 8,539 | | |
| 45,194 | |
| | |
| 792,020 | | |
| 1,030,920 | |
F-24 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
The
Group is organised into three operating segments based on geographical location, Australia, Sri Lanka and USA. These operating segments
are based on internal reports that are viewed and used by the Board of Directors (who are identified as the Chief Operating Decision
Makers (CODM). As the Group is pre-revenue, the CODM review the segment operating expenditure.
| | |
Australia 2025 $ | | |
Sri
Lanka 2025 $ | | |
USA
2025 $ | | |
Total 2025 $ | |
| Office expenses | |
| | | |
| | | |
| 15,367 | | |
| 15,367 | |
| Bank fees | |
| 961 | | |
| | | |
| 3,388 | | |
| 4,349 | |
| Loss on foreign currency exchange | |
| 13,752 | | |
| - | | |
| 15,259 | | |
| 29,011 | |
| Consulting and accounting | |
| 35,806 | | |
| - | | |
| 545,805 | | |
| 581,611 | |
| Interest expense | |
| 44,684 | | |
| - | | |
| 272,419 | | |
| 317,103 | |
| Depreciation and amortisation | |
| 29,192 | | |
| - | | |
| 84,177 | | |
| 113,370 | |
| Drone Related expenses | |
| - | | |
| 82,362 | | |
| - | | |
| 82,362 | |
| Rent1 | |
| - | | |
| - | | |
| 248,800 | | |
| 248,800 | |
| Audit fees | |
| 201,870 | | |
| - | | |
| - | | |
| 201,870 | |
| General expenses | |
| 2,781 | | |
| 9,256 | | |
| 25,602 | | |
| 37,639 | |
| Legal expenses | |
| 2,488 | | |
| 140 | | |
| 5,911 | | |
| 8,539 | |
| Staffing expenses | |
| - | | |
| - | | |
| 283,243 | | |
| 283,243 | |
| Travel | |
| - | | |
| - | | |
| 54,116 | | |
| 54,116 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| 331,534 | | |
| 91,758 | | |
| 1,549,662 | | |
| 1,972,954 | |
| 1. | The
Group’s rental arrangements relate to a lease with a term of less than 12 months. As
the lease is short-term in nature, the practical expedient has been applied and the rental
payments have been recognised as an expense in the statement of profit or loss and other
comprehensive income. |
| | |
Australia 2024 $ | | |
Sri
Lanka 2024 $ | | |
USA
2024 $ | | |
Total 2024 $ | |
| Office expenses | |
| - | | |
| - | | |
| 10,357 | | |
| 10,357 | |
| Bank fees | |
| 2,562 | | |
| - | | |
| 2,604 | | |
| 5,166 | |
| Loss on deconsolidation | |
| 5,469 | | |
| - | | |
| - | | |
| 5,469 | |
| Loss on forgiveness of debt | |
| 175,386 | | |
| - | | |
| - | | |
| 175,386 | |
| Loss on foreign currency exchange | |
| 4,225 | | |
| - | | |
| - | | |
| 4,225 | |
| Consulting and accounting | |
| 124,189 | | |
| - | | |
| 629,083 | | |
| 753,272 | |
| Interest expense | |
| 56,940 | | |
| 186 | | |
| 25,629 | | |
| 82,755 | |
| Depreciation and amortisation | |
| 22,427 | | |
| 580 | | |
| 125,306 | | |
| 148,313 | |
| Audit fees | |
| 232,454 | | |
| - | | |
| - | | |
| 232,454 | |
| General expenses | |
| 4,056 | | |
| - | | |
| 108,450 | | |
| 112,506 | |
| Legal expenses | |
| 38,365 | | |
| | | |
| 6,828 | | |
| 45,193 | |
| Staffing expenses | |
| - | | |
| - | | |
| 97,033 | | |
| 97,033 | |
| Travel | |
| - | | |
| - | | |
| 43,246 | | |
| 43,246 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| 666,073 | | |
| 766 | | |
| 1,048,536 | | |
| 1,715,375 | |
F-25 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 5. | LOSS
ON FOREGIVENESS OF LOAN |
| 5.1 | Northern
Revival Sponsor LLC |
On
April 23, 2024, the Group issued a Promissory Note to Northern Revival Sponsor, LLC, with a principal amount of USD $175,000. Under the
terms of the agreement, the principal amount is subject to forgiveness upon the earlier of the following events:
| 1. | The
effective date of the consummation of the business combination among Braiin Holdings Ltd,
Braiin Limited, Northern Revival Acquisition Corporation, Northern Revival Sponsor LLC, and
certain shareholders of Braiin Limited; or |
The
Promissory Note is non-interest bearing, includes provisions for prepayment, and outlines the consequences of an event of default. The
obligations under this Note rank pari passu with all existing and future indebtedness of the Maker.
Given
the specific contractual terms and the expectation that the principal will be forgiven, the Group has not recognised the $175,000 as
a receivable and has instead recorded the amount at nil in the consolidated financial statements.
This
financial arrangement forms part of the Group’s broader capital and transaction strategy to support the proposed business combination,
providing flexibility while maintaining alignment with strategic objectives.
| 6.1. | CAPITAL
RISK MANAGEMENT |
The
Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance.
The
Group’s overall strategy remains unchanged during the financial year.
Gearing
levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the risks associated
with each class of capital.
F-26 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 6.2. | CATEGORIES
OF FINANCIAL INSTRUMENTS |
| | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| Cash and cash equivalents | |
| 110,779 | | |
| 577,518 | |
| Related party loan | |
| - | | |
| 108,677 | |
| Promissory Note receivable | |
| 7,000 | | |
| | |
| Loans | |
| 3,367 | | |
| 1,770 | |
| | |
| | | |
| | |
| 6.2.2 FINANICAL LIABILITIES | |
| | | |
| | |
| Trade and other payables | |
| 796,207 | | |
| 518,641 | |
| Related party loan | |
| 14,565 | | |
| - | |
| Lease liability | |
| 56,051 | | |
| 1,353 | |
| Loan facility | |
| 163,837 | | |
| 166,669 | |
| Interest payable on loan facility | |
| 31,662 | | |
| 14,500 | |
| Accrued interest | |
| 10,035 | | |
| 6,410 | |
| Promissory Notes | |
| 1,154,188 | | |
| 500,000 | |
| Interest payable on Promissory Note | |
| 289,736 | | |
| 25,815 | |
| Convertible Notes | |
| 39,320 | | |
| 40,001 | |
| SAFE Notes | |
| 1,929,667 | | |
| 1,929,667 | |
| 6.2.3. | FINANCIAL
RISK MANAGEMENT OBJECTIVES |
Credit
risk
Exposure
to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that
could lead to a financial loss to the Group.
The
Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered
into by the Group.
Credit
risk exposures
The
maximum exposure to credit risk is that to its alliance partners and that is limited to the carrying amount, net of any provisions for
impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.
Credit
risk related to balances with banks and other financial institutions is managed by the Group in accordance with approved Board policy.
Such policy requires that surplus funds are only invested with reputable financial institutions, wherever possible.
Generally,
trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor
to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1
year.
Interest
risk
The
Group is not exposed to material interest rate risk. The interest rate related to convertible notes is fixed per the agreements.
Liquidity
risk
The
Group adopts prudent liquidity risk management by maintaining sufficient cash and obtaining continuous funding through capital raising
as and when necessary to enable the Group to pay its debts as and when they become due and payable.
F-27 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
The
table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting
period date to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows. Balances due within
12 months approximate their carrying balances, as the impact of discounting is not significant.
| 30 JUNE 2025 | |
Weighted average interest rate % | | |
Less than 1 year
$ | | |
More than 1 year
$ | | |
Total
$ | |
| Trade and other payables | |
| - | | |
| 796,207 | | |
| - | | |
| 796,207 | |
| Lease liability | |
| 16.87 | % | |
| 20,159 | | |
| 40,318 | | |
| 60,477 | |
| Loan facility | |
| 18.00 | % | |
| 163,837 | | |
| - | | |
| 163,837 | |
| Loan Interest | |
| - | | |
| 31,662 | | |
| - | | |
| 31,662 | |
| Accrued interest | |
| - | | |
| 10,035 | | |
| - | | |
| 10,035 | |
| Promissory notes | |
| - | | |
| 1,154,188 | | |
| - | | |
| 1,154,188 | |
| Promissory note interest | |
| - | | |
| 289,736 | | |
| - | | |
| 289,736 | |
| Convertible notes | |
| 10.00 | % | |
| 39,321 | | |
| - | | |
| 39,321 | |
| SAFE notes | |
| - | | |
| 1,929,667 | | |
| - | | |
| 1,929,667 | |
| Total | |
| | | |
| 4,434,812 | | |
| 40,318 | | |
| 4,475,130 | |
| 30 JUNE 2024 | |
Weighted average interest rate % | | |
Less than 1 year
$ | | |
More than 1 year
$ | | |
Total
$ | |
| Trade and other payables | |
| - | | |
| 518,641 | | |
| - | | |
| 518,641 | |
| Lease liability | |
| 14.06 | % | |
| 1,351 | | |
| 2 | | |
| 1,353 | |
| Loan facility | |
| 18.00 | % | |
| 166,669 | | |
| - | | |
| 166,669 | |
| Loan Interest | |
| - | | |
| 14,500 | | |
| - | | |
| 14,500 | |
| Accrued interest | |
| - | | |
| 6,410 | | |
| - | | |
| 6,410 | |
| Promissory notes | |
| - | | |
| 500,000 | | |
| - | | |
| 500,000 | |
| Promissory note interest | |
| - | | |
| 25,815 | | |
| - | | |
| 25,815 | |
| Convertible notes | |
| 10.00 | % | |
| 40,001 | | |
| - | | |
| 40,001 | |
| SAFE notes | |
| - | | |
| 1,929,667 | | |
| - | | |
| 1,929,667 | |
| Total | |
| | | |
| 3,203,054 | | |
| 2 | | |
| 3,203,056 | |
Fair
values
The
fair values of financial assets and financial liabilities as presented above can be compared to their carrying values as presented in
the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’s length transaction.
The
carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximate fair value. The fair
value at the reporting date of the Company’s financial assets are noted as $117,050 and liabilities are noted as $4,495,858 (see
Note 13).
F-28 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 7. | REMUNERATION
OF AUDITORS |
| | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| Audit and review of the financial reports | |
| | | |
| | |
| 2024 Audit and Half-year review | |
| - | | |
| 232,454 | |
| 2025 Audit and Half-year review | |
| 201,871 | | |
| - | |
| | |
| 201,871 | | |
| 232,454 | |
As
at 30 June 2025, the Group has accrued the audit fees for Braiin Limited and the subsidiary Raptor300 Inc.
There
are no current or deferred tax expenses during the year. The prima facie tax expense on loss from ordinary activities before income tax
is reconciled to income tax is:
| | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| Prima facie tax benefit on profit loss before income tax at 25% (2024:25%) | |
| (493,238 | ) | |
| (428,843 | ) |
| Numerical reconciliation of income tax benefit and tax at the
statutory rate | |
| | | |
| | |
| Accounting loss for income tax benefit | |
| (1,972,954 | ) | |
| (1,715,375 | ) |
| Income tax benefit calculated at 25% (2024: 25%) | |
| 493,238 | | |
| 428,843 | |
| Tax effect of amounts not taxable in calculating income tax
benefit | |
| | | |
| | |
| Temporary differences not recognised | |
| (122,143 | ) | |
| - | |
| Tax effect of losses unrecognised | |
| 371,095 | | |
| 428,843 | |
| | |
| - | | |
| - | |
At
30 June 2025, the Group had unused tax losses of $1,570,104 (2024: $1,715,372) and deductible temporary differences of $488,572 (2024:
$nil) for which no deferred tax assets have been recognised. The benefits of these losses and temporary differences will only be realised
if the conditions for deductibility set out in the accounting policy of Note 1.5 are met. The tax rate used in 2025 and 2024 is based
on the Australian tax rate applicable to Braiin Limited.
Deferred
tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out in the accounting
policy of Note 1.5.
F-29 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 9. | CASH
AND CASH EQUIVALENTS |
For
the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks. Cash and cash equivalents at
the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial
position as follows:
| | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| Cash and cash equivalents | |
| 110,779 | | |
| 577,518 | |
| | |
| | | |
| | |
| 9.1 Cash Flow information | |
| | | |
| | |
| | |
| | | |
| | |
| Reconciliation of cash flow from operations to loss | |
| | | |
| | |
| Operating loss after Income Tax | |
| (1,972,953 | ) | |
| (1,715,375 | ) |
| | |
| | | |
| | |
| Add back non-cash item | |
| | | |
| | |
| Depreciation and amortization | |
| 113,370 | | |
| 148,313 | |
| Interest expense | |
| 288,020 | | |
| 39,265 | |
| (Gain)/Loss on foreign currency exchange | |
| 24,584 | | |
| - | |
| Loss on forgiveness of loan | |
| - | | |
| 175,000 | |
| Other expenses | |
| - | | |
| - | |
| | |
| | | |
| | |
| Movements in working capital | |
| | | |
| | |
| Increase/(decrease) in unearned revenue | |
| 120,000 | | |
| 468,000 | |
| (Increase)/decrease in receivables | |
| (10,834 | ) | |
| 6,893 | |
| Increase/(decrease) in prepayments | |
| (2,904 | ) | |
| - | |
| (Increase)/decrease in loans | |
| (1,597 | ) | |
| 26,886 | |
| Increase/(decrease) in payables | |
| 264,655 | | |
| 144,148 | |
| | |
| | | |
| | |
| Cash outflow from operations | |
| (1,177,659 | ) | |
| (706,870 | ) |
| 10. | TRADE
AND OTHER RECEIVABLES |
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| GST Receivable | |
| 21,332 | | |
| 15,329 | |
| Promissory Note receivable | |
| 7,000 | | |
| - | |
| | |
| 28,332 | | |
| 15,329 | |
F-30 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 11. | TRADE
AND OTHER PAYABLES |
| | |
30 JUNE 2025
$ | | |
30 JUNE 2024
$ | |
| Accounts payable | |
| 595,849 | | |
| 303,411 | |
| Accrued expenses | |
| 122,919 | | |
| 215,230 | |
| Other payable | |
| 77,439 | | |
| - | |
| | |
| 796,207 | | |
| 518,641 | |
| | |
30 JUNE 2025
$ | | |
30 JUNE 2024
$ | |
| Opening Balances | |
| 468,000 | | |
| - | |
| Additions | |
| 120,000 | | |
| 468,000 | |
| Closing Balance | |
| 588,000 | | |
| 468,000 | |
The
Group has classified $588,000 received under a Purchase Order for ongoing software usage as unearned revenue, in compliance with IFRS
15. This amount, linked to software services provided to a single client, is recognised as revenue progressively as the performance obligations
are met over the service period, which is planned to commence following the Group’s successful listing on the Primary Exchange.
In accordance with IFRS 15, revenue from this contract is deferred until the performance obligations begin to be satisfied.
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024 $ | |
| SAFE Notes | |
| | | |
| | |
| Opening balance | |
| 1,929,667 | | |
| 1,929,667 | |
| Additions | |
| - | | |
| - | |
| Closing balance | |
| 1,929,667 | | |
| 1,929,667 | |
| | |
| | | |
| | |
| Loan Facilities | |
| | | |
| | |
| Opening balance | |
| 181,168 | | |
| 166,373 | |
| Additions | |
| - | | |
| - | |
| Interest accrued | |
| 40,959 | | |
| 47,183 | |
| Interest paid during the year | |
| (26,221 | ) | |
| (32,684 | ) |
| Repayments during the year | |
| - | | |
| - | |
| Exchange difference | |
| (407 | ) | |
| 296 | |
| Closing balance | |
| 195,499 | | |
| 181,168 | |
| | |
| | | |
| | |
| Promissory Notes | |
| | | |
| | |
| Opening balance | |
| 525,815 | | |
| - | |
| Additions | |
| 655,855 | | |
| 500,000 | |
| Interest accrued | |
| 263,921 | | |
| 25,815 | |
| Repayments during the year | |
| (10,000 | ) | |
| - | |
| Exchange difference | |
| 8,334 | | |
| - | |
| Closing balance | |
| 1,443,925 | | |
| 525,815 | |
| | |
| | | |
| | |
| Convertible Notes | |
| | | |
| | |
| Opening balance | |
| 46,412 | | |
| 117,266 | |
| Additions | |
| - | | |
| - | |
| Interest accrued | |
| 3,624 | | |
| 6,411 | |
| Repayments during the year | |
| - | | |
| (69,805 | ) |
| Exchange difference | |
| (681 | ) | |
| (7,460 | ) |
| Closing balance | |
| 49,355 | | |
| 46,412 | |
| Total Financial
Liabilities | |
| 3,618,446 | | |
| 2,683,062 | |
Financial
liabilities are current as all categories convert upon a successful listing event which is expected to occur prior to 31 December 2025.
F-31 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
The
Group has issued Simple Agreements for Future Equity (“SAFEs”) to various investors, through its subsidiary Raptor300, Inc.
in a previous financial year as part of its fundraising activities. A SAFE is a financial instrument that represents the right to receive
equity in the Company upon the occurrence of certain triggering events, such as a future equity financing or a liquidity event.
As
of 30 June 2025, the Group has recognized the SAFE debt as a liability in accordance with IFRS Accounting Standards. The liability is
measured at fair value initially and is subsequently measured at amortised cost. Per Note 13.5 below the SAFE Notes contain an embedded
derivative instrument that is recognised at fair value through profit or loss. Changes in the fair value of the embedded derivative of
the SAFE debt are recognized in the statement of profit or loss and other comprehensive income.
Upon
the occurrence of a triggering event specified in the SAFE agreements, the liability is reclassified to equity and recorded as additional
paid-in capital.
The
Group assesses the fair value of the SAFE note derivative liability at the reporting date using an external valuer remains consistent
with conclusions reached at 30 June 2024. The value of the derivative liability remains as nil.
The
main terms of the SAFEs are detailed below:
| ● | If
there is an Equity Financing before the termination of the SAFE, on the initial closing of
such Equity Financing, the SAFE will automatically convert into the number of shares of SAFE
Preferred Stock equal to the Purchase Amount divided by the Discount Price |
| ● | The
Group will use the funds for working capital purposes and to acquire new drones. |
| ● | The
majority of the investors in the SAFE are non-related parties to the Group other than $237,667
in SAFE to Rohit Jhamb, a Director of the Group. |
During
the year, the Group entity entered into loan facility agreements with a total face value of $163,837.
Interest
will accrue on a daily basis at a rate of 25% per annum on the outstanding subscription amount and will capitalise at monthly intervals
and be payable quarterly.
As
of 30 June 2025, the Group has recognized the loan facilities as a liability in accordance with IFRS Accounting Standards. The liability
is measured at fair value initially and is subsequently measured at amortised cost. Per Note 13.5 below the Loan Facilities contain an
embedded derivative instrument that is recognised at fair value through profit or loss. Changes in the fair value of the embedded derivative
of the loan facility are recognized in the statement of profit or loss and other comprehensive income. The value of which remains as
nil.
The
Loan Facilities are automatically convertible into subscription shares upon the successful listing on the Primary Exchange resulting
in the Company’s ordinary shares being exchanged for publicly-listed securities.
The
loan facility are unsecured and have a maturity date of 36 months from the Subscription date, however automatically convert at a listing
event which is expected in the second quarter of 2025.
F-32 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Between
1 January 2025 and 30 April 2025, the Group entered into additional Promissory Notes with 6 separate parties with a total principal
amount of $655,855. Each promissory note issued by Braiin LLC provides for a fixed return by applying a 1.20x multiplier to the
principal amount, referred to as the “payoff amount.” This payoff amount is payable on or before a defined maturity date
or upon consummation of the business combination involving Braiin Holdings Ltd. If the payoff amount is not paid by the maturity date,
interest begins to accrue on the unpaid principal as follows:
| ● | From
the day after the maturity date to a defined secondary date (e.g., July 1 or August 15 depending
on the note): interest accrues at 1% per month on the principal. |
| ● | After
the secondary date, if the note remains unpaid, interest increases to 1.5% per month on all
unpaid sums until fully repaid. |
This
stepped interest structure incentivises prompt repayment while offering investors compensation for delays.
On
27 March 2024, the Group entered into a Note Purchase Agreement with SCP Opportunity XV, LP (“the Buyer”), whereby the Group
agreed to issue and sell to the Buyer one or more promissory notes for a total purchase price of up to $500,000. The principal amount
for each note under this agreement is calculated as 1.25 times the purchase price paid by the Buyer. This calculation forms the basis
for the initial recognition of these notes as financial liabilities at their fair value, which corresponds to the cash received from
the Buyer.
The
interest terms stipulated in the agreement dictate that if the payoff amount of any note is not settled by 1 July 2024, interest will
commence accruing on the principal amount at a rate of 1% per month. Should the payoff amount remain unpaid as of 30 June 2025, the interest
rate will increase to 1.5% per month until full payment is made. The accrued interest is added to the carrying amount of the liability
to reflect the increase in the amount owed to the Buyer over time, under the terms of the contractual agreement.
In
terms of subsequent measurement, the liabilities are measured at amortised cost using the effective interest rate (EIR) method. This
approach involves calculating the interest rate that exactly discounts the estimated future cash payments through the life of the financial
liability back to the net carrying amount on initial recognition. The EIR reflects the actual economic return that the Buyer expects
to receive based on the initial investment. If there is a step-up in interest rates due to non-payment, these changes are treated as
modifications of the financial liabilities. Such modifications are accounted for by recalculating the EIR to reflect the terms of the
modified agreement, adjusting the carrying amount of the debt, and recognising any difference in the profit and loss. Refer to Note 21.2
for contingent liabilities associated with the Promissory note.
The
Group entity has issued convertible notes with a total face value of $39,320.
Interest
will accrue on a daily basis at a rate of 10% per annum on the outstanding subscription amount and will capitalise at monthly intervals
and be payable at the time of conversion.
As
of 30 June 2025, the Group has recognized the Convertible Notes as a liability in accordance with IFRS Accounting Standards. The liability
is measured at fair value initially and is subsequently measured at amortised cost. Per Note 13.5 below the Convertible Notes contain
an embedded derivative instrument that is recognised at fair value through profit or loss. Changes in the fair value of the embedded
derivative of the Convertible debt are recognized in the statement of profit or loss and other comprehensive income.
The
notes are automatically convertible into subscription shares upon the successful completion of a listing on the Primary Exchange
resulting in the Company’s ordinary shares being exchanged for publicly-listed securities.
The
convertible notes are unsecured and have a maturity date of 18 months from the Subscription date, however automatically convert at an
IPO which is expected prior to 31 December 2025.
F-33 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 13.5 | Derivative
Financial Instruments |
The
Group has entered into SAFE and Convertible Note agreements as outline above. These Notes contain embedded financial instruments which
have characteristics of derivative financial instruments. The Group assesses each contract to determine whether any embedded financial
instruments require separate recognition and measurement.
The
Group has identified an embedded financial instrument within each of the SAFE Notes, Convertible Notes and Loan Facilities. The Group
assessed the fair value of the embedded derivatives associated with the SAFE, Convertible Notes and Loan Facility as at 30 June 2025.
As at balance date, the direct listing had not occurred, the underlying listed entity into which the instruments would convert did not
exist, and there was no observable market evidence to support a fair value measurement. Given the continued uncertainty around the listing
outcome and timetable, and the fact that the conversion features were contingent on a successful listing, management has determined that
the embedded derivatives had a nil fair value at 30 June 2025.
Any
changes in the fair value of the embedded financial instrument are recognized in the Statement of Profit and Loss as a gain or loss on
financial instrument derivatives consistent with the Group’s accounting policy for financial instruments.
As
at 30 June 2025, the valuation was determined to be nil on the basis that agreements converting at the future market rate has nil intrinsic
value.
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Plant and Equipment – at cost | |
| 340,817 | | |
| 340,817 | |
| Less: Accumulated depreciation | |
| (338,744 | ) | |
| (292,062 | ) |
| Exchange difference | |
| (994 | ) | |
| - | |
| | |
| 1,079 | | |
| 48,755 | |
| | |
| | | |
| | |
| Opening balance | |
| 48,755 | | |
| 193,666 | |
| Additions | |
| - | | |
| 885 | |
| Disposals | |
| - | | |
| - | |
| Depreciation expense | |
| (47,676 | ) | |
| (147,109 | ) |
| Exchange difference | |
| - | | |
| 1,313 | |
| Closing balance | |
| 1,079 | | |
| 48,755 | |
The
Group records its plant and equipment under the historical cost convention. There have been no impairments during the financial year.
F-34 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Software development at cost | |
| 89,092 | | |
| 89,092 | |
| Less: Accumulated amortisation | |
| (29,192 | ) | |
| - | |
| Exchange difference | |
| (1,514 | ) | |
| - | |
| | |
| 58,386 | | |
| 89,092 | |
| | |
| | | |
| | |
| Opening Balance | |
| 89,092 | | |
| 88,934 | |
| Amortisation | |
| (29,192 | ) | |
| - | |
| Exchange Difference | |
| (1,514 | ) | |
| 158 | |
| Closing balance | |
| 58,386 | | |
| 89,092 | |
Software
development costs relate to the proprietary software, the Raptor Enterprise Resource Platform and AI integration, developed for Raptor300
Inc.
Reconciliations
of written down values at the beginning and end of the current and previous financial year are not required in this financial report
as there has been no write-downs during the financial year.
Software
development costs are capitalised when the recognition criteria are met and are amortised on a straight-line basis over three years from
the date the software is available for use. The Board determined that the software became available for use on 1 July 2024, and accordingly
amortisation commenced from that date. For the year ended 30 June 2025, amortisation expense of approximately $29,000 was recognised.
No additional development costs were capitalised during FY25; subsequent expenditure on enhancements, support and operations was expensed
as incurred, as it did not meet the recognition criteria under IAS 38. Management monitored for impairment indicators throughout the
year and concluded that no impairment existed at 30 June 2025.
| 16.1 | Right
of Use Assets – Motor Vehicle |
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Opening balance | |
| - | | |
| - | |
| Additions | |
| 83,343 | | |
| - | |
| Depreciation | |
| (20,837 | ) | |
| - | |
| Closing balance | |
| 62,506 | | |
| - | |
F-35 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 16.1 | Right
of Use Assets – Premises |
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Opening balance | |
| 2,069 | | |
| 3,244 | |
| Additions | |
| - | | |
| - | |
| Depreciation | |
| (1,057 | ) | |
| (1,204 | ) |
| Foreign currency adjustments | |
| - | | |
| 29 | |
| Closing balance | |
| 1,012 | | |
| 2,069 | |
| 16.2 | Leases
– Motor vehicle |
| Current | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Short-term lease liabilities | |
| | | |
| | |
| Opening balance | |
| - | | |
| - | |
| Additions | |
| 34,655 | | |
| - | |
| Interest | |
| 3,264 | | |
| | |
| Repayments | |
| (20,159 | ) | |
| - | |
| Closing Balance | |
| 17,760 | | |
| - | |
| | |
| | | |
| | |
| Non-Current | |
| | | |
| | |
| Long-term lease liabilities | |
| | | |
| | |
| Opening balance | |
| - | | |
| - | |
| Additions | |
| 38,291 | | |
| - | |
| Repayments | |
| - | | |
| - | |
| Closing Balance | |
| 38,291 | | |
| - | |
The
Group has entered into a lease agreement for a 2024 Mercedes-Benz GLS vehicle under a finance lease arrangement. The lease commenced
on 28 June 2024 and has a fixed term of 48 months, with monthly payments of USD $1,679.90. The leased vehicle is used for business purposes
and is subject to an annual mileage limit of 12,000 miles.
| Current | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| Short-term lease liabilities | |
| - | | |
| 1,351 | |
| | |
| - | | |
| 1,351 | |
| Non-Current | |
| | | |
| | |
| Long-term lease liabilities | |
| - | | |
| 2 | |
| | |
| - | | |
| 2 | |
| | |
| | | |
| | |
| 16.3 IFRS 16 related amounts recognized in the profit or loss and other comprehensive
income | |
| | | |
| | |
| Depreciation charge related to right of use assets | |
| 19,293 | | |
| 1,203 | |
| Interest expense on lease liabilities | |
| 3,282 | | |
| 329 | |
| | |
| 22,575 | | |
| 1,532 | |
F-36 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 17. | INTEREST
IN SUBSIDIARIES |
Shares
in controlled entities are unlisted and comprise:
| | |
Place of Incorporation | |
2025
Holding
% | | |
2025
Amount
$ | | |
2024
Holding
% | | |
2024
Amount
$ | |
| ● Raptor300 Inc | |
Delaware USA | |
| 100 | | |
| 3,641 | | |
| 100 | | |
| 3,641 | |
| ● Braiin LLC | |
Delaware USA | |
| 100 | | |
| 0 | | |
| 100 | | |
| 0 | |
| ● Raptor Sri Lanka | |
Sri Lanka300 Pvt. Ltd. | |
| 100 | | |
| 0 | | |
| 100 | | |
| 0 | |
During
the financial year, the Group incorporated Braiin LLC, a Company based in Delaware USA.
| 18. | KEY
MANAGEMENT PERSONNEL |
The
aggregate compensation made directors and other members of key management personnel of the Group is set out below:
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024 | |
| Short-term employee benefits | |
| 283,243 | | |
| 97,033 | |
| Post-employment benefits | |
| - | | |
| - | |
| Long-term benefits | |
| - | | |
| - | |
| Share based payments | |
| - | | |
| - | |
| | |
| 283,243 | | |
| 97,033 | |
Currently
KMP, Natraj Balasubramanian is paid by the Group under contract. KMP, Jay Stephenson is currently paid as a contractor – refer
to Note 19.
| 19. | RELATED
PARTY AND ASSOCIATE PARTY DISCLOSUE |
Parent
Entity
Braiin
Limited is the Parent Entity
Subsidiaries
Interests
in Subsidiaries are set out in Note 17.
Transactions
with related parties
The
following transactions occurred with related parties:
Director
Neil Saligrama subscribed for $3,000,000 worth of shares in the Group subsequent to the end of the financial year.
F-37 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
Director
Natraj Balasubramanian is owed by the Group $14,565 (2024: owes the Group $108,677) which is owed by Mr Balasubramanian to Subsidiary
Raptor 300 Inc. At present there is no repayment date, however the Group will determine a suitable time to for Mr Balasubramanian to
repay the loan, which is expected to be within 12 months of the reporting date.
| | |
30
JUNE 2025 $ | | |
30 JUNE 2024
$ | |
| Balance as on beginning of period | |
| (108,677 | ) | |
| 81,510 | |
| Net change in loan | |
| 123,242 | | |
| (190,187 | ) |
| Balance as on end of period | |
| 14,565 | | |
| (108,677 | ) |
Director
Jay Stephenson is a director of Forest House Pty Ltd, a company that provides accounting and administrative services to the Group. During
the period, Forest House was paid or is owed $58,981 (2024:60,008) for services.
The
Group has loaned $3,367 (2024: $1,770) to an associated party to pay expenses on behalf of the Group. These expenses have been paid subsequent
to the end of that period.
| 20. | PARENT
ENTITY DISCLOSURE |
| | |
30
JUNE 2025 $ | | |
30
JUNE 2024 $ | |
| 19.1 Financial position of Braiin Limited | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
| 1,148 | | |
| 14,970 | |
| Trade and other receivables | |
| 21,332 | | |
| 15,329 | |
| Related party loan | |
| - | | |
| - | |
| Total current assets | |
| 22,480 | | |
| 30,299 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Software development | |
| 58,386 | | |
| 89,092 | |
| Total assets | |
| 80,866 | | |
| 119,391 | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Trade and other payables | |
| 190,840 | | |
| 248,891 | |
| Financial Liabilities | |
| 241,030 | | |
| 227,579 | |
| Total current liabilities | |
| 431,870 | | |
| 476,470 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Loan from related parties | |
| 984,687 | | |
| 656,187 | |
| Financial Liabilities | |
| - | | |
| - | |
| Total Non-current liabilities | |
| 984,687 | | |
| 656,187 | |
| | |
| | | |
| | |
| Total liabilities | |
| 1,416,557 | | |
| 1,132,657 | |
| | |
| | | |
| | |
| Net liabilities | |
| (1,335,691 | ) | |
| (1,013,266 | ) |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Issued capital | |
| 641 | | |
| 641 | |
| Reserves | |
| 30,143 | | |
| 21,033 | |
| Retained assets | |
| (1,366,475 | ) | |
| (1,034,940 | ) |
| Total Equity | |
| (1,335,691 | ) | |
| (1,013,266 | ) |
| | |
| | | |
| | |
| 19.2 Financial Performance of Braiin Limited. | |
| | | |
| | |
| Loss for year | |
| (331,535 | ) | |
| (549,255 | ) |
| Total Comprehensive Loss | |
| (331,535 | ) | |
| (549,255 | ) |
F-38 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
for
the year ended 30 June 2025
| 21. | COMMITMENTS
AND CONTINGENT LIABILITIES |
No
commitments exist as at 30 June 2025 (2024: nil).
| 21.2 | CONTINGENT
ASSETS AND LIABILITIES |
| 20.2.1 | CONTINGENT
LIABILITIES |
No
contingent liabilities exist as at 30 June 2025 (2024: nil).
No
contingent assets exist as at 30 June 2025 (2024: nil).
Subsequent
to 30 June 2025, the following significant events occurred:
| ● | Mr
Rhohit Jhamb and Mr Neil Saligrama were appointed as Directors of the Company. |
| ● | SAFE
Notes totalling $375,000 were issued during August and September 2025. |
| ● | In
September 2025, the Group successfully raised $3,000,000 through an equity placement with
a related party of the Group. |
| ● | SAFE
Notes that were on issue at 30 June 2025 were converted into equity following the September
placement. |
| ● | In
September 2025, the Company executed amendments to the Promissory Notes that were outstanding
at 30 June 2025. The amendments included revised terms that extend the repayment period and
reduce the effective interest rate compared to the original agreements. These changes represent
a material improvement in the Company’s financing arrangements and are expected to
have a positive impact on future cash flows and liquidity. |
| | | |
| | ● | In November 2025, the Company undertook a
4 for 1 stock split of its fully paid ordinary shares which has been retroactively adjusted. |
| | | |
| | ● | In November 2025, the Group successfully completed
a $2,000,000 equity placement, providing additional liquidity to fund operations and strategic
objectives. |
There
are no other events subsequent to the reporting date.
F-39 | BRAIIN FINANCIAL REPORT 30 JUNE 2025
Connect Simple Pty Ltd
Financial Statements
For the Year Ended June 30, 2025
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the financial statements of Connect Simple Pty Limited (the Company) which comprise the statements of financial position
as at June 30, 2025 and 2024, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash
flows for the year ended June 30, 2025 and the period from December 1, 2023 (Inception) to June 30, 2024, and the related notes to the
financial statements including a summary of significant accounting policies.
In
our opinion, the accompanying financial statements present fairly, in all material respects, the Statements of financial position of
the Company at June 30, 2025 and 2024 and the related statements of profit or loss and other comprehensive income, changes in equity,
and cash flows for the year ended June 30, 2025 and the period from December 1, 2023 (Inception) to June 30, 2024, in accordance with
International Financial Reporting Standards (IFRS).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting
Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users made on the basis of these financial statements.
In
performing an audit in accordance with US GAAS, we:
| ● | Use
professional judgment and exercise professional skepticism throughout the audit. |
| | | |
| ● | Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| | | |
| ● | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| | | |
| ● | Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| | | |
| ● | Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil Sobti, Chartered Accountant –
CAANZ Membership No 449425
AICPA
Membership No 402307223
22 September 2025
Connect
Simple Pty Ltd
Statement of Financial Position
For
the year ended June 30, 2025
| (Amounts in US Dollars) | |
Note | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
| |
| | |
| |
| Assets | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Current assets | |
| |
| | | |
| | |
| Accounts receivables | |
5 | |
| 89,760 | | |
| 138,644 | |
| Due from related parties | |
4 | |
| - | | |
| 36,356 | |
| Cash and cash equivalents | |
6 | |
| 306,344 | | |
| 74,881 | |
| | |
| |
| 396,105 | | |
| 249,881 | |
| | |
| |
| | | |
| | |
| Total assets | |
| |
| 396,105 | | |
| 249,881 | |
| | |
| |
| | | |
| | |
| Equity and liabilities | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Equity | |
| |
| | | |
| | |
| Share capital | |
9 | |
| 66 | | |
| 66 | |
| Retained earnings | |
| |
| 185,325 | | |
| 122,151 | |
| | |
| |
| | | |
| | |
| Total equity | |
| |
| 185,391 | | |
| 122,217 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Trade payables | |
7 | |
| 4,355 | | |
| 71,912 | |
| Due to related parties | |
4 | |
| 35,768 | | |
| - | |
| Accrued and other liabilities | |
8 | |
| 170,590 | | |
| 55,752 | |
| | |
| |
| | | |
| | |
| Total liabilities | |
| |
| 210,714 | | |
| 127,664 | |
| | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Total equity and liabilities | |
| |
| 210,714 | | |
| 127,664 | |
| | |
| |
| | | |
| | |
| Contingencies and commitments | |
17 | |
| - | | |
| - | |
The
accompanying notes are an integral part of these financial statements
Connect
Simple Pty Ltd
Statement of Profit or Loss & Other Comprehensive Income
For
the year ended June 30, 2025
| (Amounts in US Dollars) | |
Note | |
June 30, 2025 | | |
Period from
December 1, 2023
(Inception) to
June 30, 2024 | |
| | |
| |
| | |
| |
| Revenue | |
10 | |
| 537,762 | | |
| 335,690 | |
| Cost of sales | |
11 | |
| (330,046 | ) | |
| (108,064 | ) |
| | |
| |
| | | |
| | |
| Gross profit | |
| |
| 207,716 | | |
| 227,626 | |
| | |
| |
| | | |
| | |
| General and administrative expenses | |
12 | |
| (112,491 | ) | |
| (67,048 | ) |
| Sales and marketing | |
12 | |
| (1,764 | ) | |
| (1,112 | ) |
| Operating profit /(loss) | |
| |
| 93,461 | | |
| 159,466 | |
| | |
| |
| | | |
| | |
| Profit/(loss) before taxation | |
| |
| 93,461 | | |
| 159,466 | |
| Taxation | |
12 | |
| (30,288 | ) | |
| (39,866 | ) |
| Profit/(loss) after taxation | |
| |
| 63,174 | | |
| - | |
| | |
| |
| | | |
| | |
| Other Comprehensive Income for the year | |
| |
| | | |
| | |
| Unrealized foreign exchange gain/(loss) | |
13 | |
| - | | |
| 2,551 | |
| Total other comprehensive income for the year | |
| |
| - | | |
| 2,551 | |
| | |
| |
| | | |
| | |
| Total comprehensive income/(loss) for the year | |
| |
| 63,174 | | |
| 122,151 | |
| | |
| |
| | | |
| | |
| Earnings per share | |
| |
| | | |
| | |
| Basic | |
| |
| 632 | | |
| 1,222 | |
| Diluted | |
| |
| 632 | | |
| 1,222 | |
The
accompanying notes are an integral part of these financial statements
Connect
Simple Pty Ltd
Statement
of Changes in Equity
For
the year ended June 30, 2025
| (Amounts in US Dollars) | |
Share
Capital | | |
Retained Earnings/ (Accumulated profit | | |
Total Equity | |
| | |
| | |
| | |
| |
| Balance as at December 1, 2023 (inception) | |
| 66 | | |
| - | | |
| 66 | |
| Share capital issued | |
| - | | |
| - | | |
| - | |
| Profit for the year | |
| - | | |
| 122,151 | | |
| 122,151 | |
| Balance as at June 30, 2024 | |
| 66 | | |
| 122,151 | | |
| 122,217 | |
| Share capital issued | |
| - | | |
| - | | |
| - | |
| Profit for the year | |
| - | | |
| - | | |
| - | |
| | |
| - | | |
| 63,174 | | |
| 63,174 | |
| Balance as at June 30, 2025 | |
| 66 | | |
| 185,325 | | |
| 185,391 | |
The
annexed notes are integral part of these financial statements
Connect
Simple Pty Ltd
Statement of Cash Flows
For
the year ended June 30, 2025
| (Amounts in US Dollars) | |
June 30,2025 | | |
Period from
December 1, 2023
(Inception) to
June 30,2024 | |
| | |
| | |
| |
| Cash flows from operating activities | |
| | | |
| | |
| Net profit/(loss) before tax | |
| 93,461 | | |
| 159,466 | |
| Adjustment for: | |
| | | |
| | |
| Tax provision | |
| (30,288 | ) | |
| (39,866 | ) |
| Net foreign exchange gain/(loss) | |
| | | |
| 2,551 | |
| | |
| | | |
| | |
| Changes in working capital | |
| | | |
| | |
| (Increase)/decrease in accounts receivables | |
| 48,884 | | |
| (138,644 | ) |
| (Increase)/decrease in other assets | |
| 36,356 | | |
| (36,356 | ) |
| Increase/(decrease) in trade payables | |
| (67,557 | ) | |
| 71,912 | |
| Increase/(decrease) in accrued and other liabilities | |
| 163,927 | | |
| 55,752 | |
| Net Cash generated/(used in) from operating activities | |
| 244,784 | | |
| 74,815 | |
| Tax paid | |
| (13,321 | ) | |
| - | |
| Net cash flows generated by (used in) operating activities | |
| 231,463 | | |
| 74,815 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Other cash items from investing activities | |
| - | | |
| - | |
| Cash generated/(used in) from investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Issuance of share capital | |
| - | | |
| 66 | |
| Net cash from/(used in) financing activities | |
| | | |
| 66 | |
| | |
| | | |
| | |
| Net increase / (decrease) in cash and cash equivalents | |
| 231,463 | | |
| 74,881 | |
| Cash and cash equivalents at inception | |
| 74,881 | | |
| - | |
| Cash and cash equivalents at the end of the year | |
| 306,344 | | |
| 74,881 | |
The
accompanying notes are an integral part of these financial statements
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 1. |
General
information and basis of presentation |
Connect
Simple Pty Ltd (‘the Company’), was incorporated in Australia on December 1, 2023 having registered office at 7 Merrifield’s
Court Taylors Lakes, VIC 3038, Australia
The
financial statements of Connect Simple Pty Ltd are presented in United States Dollar (USD).
The
Company is in the business of providing energy, broadband, and related household and business service comparison and connection solutions.
Basis
of presentation, preparation and compliance
Statement
of compliance
The
financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB). Accounting policies have been consistently applied to all the years presented unless otherwise stated.
Basis
of preparation
These
financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB), under the historical cost convention on an accrual basis, except for certain financial instruments
which are measured at fair value at the end of the reporting period.
Going
concern
The
management have, at the time of approving the financial statements, a reasonable expectation that the company have adequate resources
to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in
preparing the financial statements.
Standards,
interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early adopted
by the Company
The
following standards, amendments would be effective from the dates mentioned below and have not been early adopted by the Group:
| Standards |
|
Standards,
Interpretations and
Amendments |
|
Effective
date (Annual periods beginning on or after) |
| IAS
1 |
|
‘Presentation
of financial statements’,
Classification of liabilities as current or non-
current — (Amendments) |
|
1-Jan-24 |
| IAS
7 |
|
‘Statement
of cash flows’, Changes
regarding supplier finance arrangements —
(Amendments) |
|
1-Jan-24 |
| IFRS
7 |
|
‘Financial
instruments: Disclosures’,
Changes regarding supplier finance
arrangements — (Amendments) |
|
1-Jan-24 |
| IFRS
16 |
|
‘Leases’,
Sale and Leaseback transactions
— (Amendments) |
|
1-Jan-24 |
| IAS
21 |
|
The
Effects of Changes in Foreign
Exchange Rates, Lack of Exchangeability
— (Amendments) |
|
01
January 2025 |
| IFRS
9 |
|
Financial
instruments: Disclosures, to
address matters identified during the post-
implementation review of the classification
and measurement
requirements of IFRS 9
— (Amendments) |
|
01
January 2026 |
| IFRS
17 |
|
Insurance
contracts |
|
01
January 2026 |
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
The
management expects that the adoption of above standards and amendment will not have any material impact on the company’s financial
statements.
Foreign
currency translation
Foreign
currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary
assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising
on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured
in terms of historical cost in foreign currencies are not retranslated.
Functional
and Presentation currency
The
company’s functional currency is Australian Dollars (AUD). However, the standalone financial statements are presented in United
States Dollar (USD), which is not the company’s functional currency. The financial results and position are translated into the
presentation currency in accordance with the principles of IAS 21 – The effects of changes in foreign exchange rates, using the
following approach:
| (a) |
Assets
and liabilities in the statement of financial position (including comparatives) are translated at the closing exchange rate prevailing
at the respective reporting date; |
| (b) |
Income
and expenses in the statement of profit or loss and other comprehensive income (including comparatives) are translated using the
average exchange rates for the reporting period; |
| (c) |
All
resulting exchange differences are recognised in Other Comprehensive Income (OCI) and accumulated in the foreign currency translation
reserve under equity. |
| | |
Average rate | |
| | |
June 30,2025 | | |
June 30,2024 | |
| AUD to USD | |
| 0.6476 | | |
| 0.6557 | |
| | |
Closing rate | |
| | |
June 30,2025 | | |
June 30,2024 | |
| AUD to USD | |
| 0.6503 | | |
| 0.6644 | |
Revenue
recognition
Revenue
from contracts with customers:
The
company recognises revenue from contracts with customers based on a five-step model as set out in IFRS 15 - Revenue from contracts with
customers “(IFRS 15”).
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Step
1. Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable
rights and obligations and sets out the criteria for every contract that must be met.
Step
2. Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer
a good or service to the customer.
Step
3. Determine the transaction price: The transaction price is the amount of consideration to which the company expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Step
4. Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation,
the company will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration
to which the company expects to be entitled in exchange for satisfying each performance obligation.
Step
5. Recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue
towards satisfaction of a performance obligation is measured at the amount of transaction price allocated to that performance obligation.
The company assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The company
has concluded that it is acting as a principal in all of its revenue arrangements.
| Significant revenue areas |
Nature and timing of
satisfaction of performance
obligations |
| Utility
Services Platform |
|
The
business operates a white label digital solution that allows partners such as finance brokers, SME consultants, and comparison sites
to offer branded customer journeys for the signup of energy, gas, and broadband services. The company recognizes revenue when a performance
obligation is satisfied in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied
at a point in time, when services are rendered to the customer. This generally occurs upon completion of the service, as specified
in the contract. |
Taxation
Income
tax expense comprises current and deferred taxes. Income tax expense is recognised in the income statement, except when related to items
that are recognized outside of profit or loss (whether in other comprehensive income or directly in equity) or where related to the initial
accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business
combination.
Current
income taxes are determined based on the respective taxable income of each taxable entity and tax rules applicable for respective tax
jurisdictions.
Deferred
tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets
and liabilities and their respective tax bases, and unutilized tax losses, depreciation carry-forwards and tax credits. Such deferred
tax assets and liabilities are computed separately for each taxable entity and for each taxable jurisdiction. Deferred tax assets are
recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences,
unused tax losses, depreciation carry-forwards and unused tax credits could be utilized. The future profitability is based on the business
plan for each respective entity within the company. The carrying amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Deferred
tax assets and liabilities are measured based on the tax rates that are expected to apply in the year when the asset is realized or the
liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Current
and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current
tax assets and liabilities on a net basis.
The
extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be
available against which the deductible temporary differences and tax loss carry-forwards can be utilised.
Tax
provisions are recognised for uncertain tax positions where a risk of an additional tax liability has been identified and it is probable
that the company will be required to settle that tax. Measurement is dependent on management’s expectations of the outcome of decisions
by tax authorities in the various tax jurisdictions in which the company operates. This is assessed on a case-by-case basis using in-house
experts, professional firms and previous experience. Where no provision is required the exposure is disclosed as a contingent liability
in note 26 unless the likelihood of an outflow of economic benefits is remote.
Judgement
is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.
Cash
and cash equivalents
Cash
and cash equivalents comprise cash on hand, demand deposits and highly liquid investments with an original maturity of up to three months
that are readily convertible into known amounts of cash and that are subject to an insignificant risk of changes in value.
Financial
instruments
Recognition
and derecognition
A
financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. Financial instruments are recognised on the balance sheet when the company becomes a party to the contractual provisions
of the instrument.
The
company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or it transfers the financial
asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains
substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained
interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks
and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises
a collateralised borrowing for the proceeds received. Any gain or loss arising on derecognition is recognised in profit or loss. When
a financial instrument is derecognised, the cumulative gain or loss in equity (if any) is transferred to the consolidated income statement.
Financial
assets are written off when there is no reasonable expectation of recovery. The company reviews the facts and circumstances around each
asset before making a determination. Financial assets that are written off could still be subject to enforcement activities.
Financial
liabilities are derecognised when they are extinguished, that is when the obligation is discharged, cancelled or has expired.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Initial
measurement
Initially,
a financial instrument is recognised at its fair value. Transaction costs directly attributable to the acquisition or issue of financial
instruments are recognised in determining the carrying amount, if it is not classified as at fair value through profit or loss. Transaction
costs of financial instruments carried at fair value through profit or loss are expensed in profit or loss.
Subsequently,
financial instruments are measured according to the category in which they are classified.
Classification
of financial assets is based on the business model in which the instruments are held as well as the characteristics of their contractual
cash flows. The business model is based on management’s intentions and past pattern of transactions. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The company reclassifies financial assets when and only when its business model for managing those assets changes.
Financial
assets are classified into three categories:
Financial
assets at amortised cost are non-derivative financial assets with contractual cash flows that consist solely of payments of principal
and interest and which are held with the intention of collecting those contractual cash flows. Subsequently, these are measured at amortised
cost using the effective interest method less impairment losses, if any. These include cash and cash equivalents, contract assets and
other financial assets.
Financial
instruments
Financial
assets at fair value through other comprehensive income are non-derivative financial assets with contractual cash flows that consist
solely of payments of principal and interest and which are held with the intention of collecting those contractual cash flows as well
as to sell the financial asset. Subsequently, these are measured at fair value, with unrealised gains or losses being recognised in other
comprehensive income apart from any expected credit losses or foreign exchange gains or losses, which are recognised in profit or loss.
This category can also include financial assets that are equity instruments which have been irrevocably designated at initial recognition
as fair value through other comprehensive income. For these assets, there is no expected credit loss recognised in profit or loss.
Financial
assets at fair value through profit or loss are financial assets with contractual cash flows that do not consist solely of payments of
principal and interest. This category includes derivatives, embedded derivatives separated from the host contract and investments in
certain convertible loan notes. Subsequently, these are measured at fair value, with unrealised gains or losses being recognised in profit
or loss, with the exception of derivative instruments designated in a hedging relationship, for which hedge accounting is applied.
Classification
and measurement – financial liabilities
Financial
liabilities are classified as subsequently measured at amortised cost unless they meet the specific criteria to be recognised at fair
value through profit or loss.
Other
financial liabilities are measured at amortised cost using the effective interest method.
Financial
liabilities at fair value through profit or loss include derivatives and embedded derivatives separated from the host contract as well
as financial liabilities held for trading. Subsequent to initial recognition, these are measured at fair value with gains or losses being
recognised in profit or loss. Embedded derivatives relating to prepayment options on senior notes are not considered as closely related
and are separately accounted unless the exercise price of these options is approximately equal on each exercise date to either the amortised
cost of the senior notes or the present value of the lost interest for the remaining term of the senior notes.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Equity
instruments
An
equity instrument is any contract that evidences residual interests in the assets of the company after deducting all of its liabilities.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Investments
in equity instruments are measured at fair value; however, where a quoted market price in an active market is not available, equity instruments
are measured at cost (investments in equity instruments that are not held for trading). The company has not elected to account for these
investments at fair value through other comprehensive income.
Determination
of fair value
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. The
fair value of a financial instrument on initial recognition is normally the transaction price.
In
estimating the fair value of an asset or liability, the company takes into account the characteristics of the asset or liability if market
participants would take those characteristics into account when pricing the asset or liability at the measurement date. Subsequent to
initial recognition, the company determines the fair value of financial instruments that are quoted in active markets using the quoted
bid prices (financial assets held) or quoted ask prices (financial liabilities held) and using valuation techniques for other instruments.
Valuation techniques include the discounted cash flow method and other valuation models.
Earnings
per share
Earnings
per share, diluted earnings per share are measured as follows:
-
basic earnings per share are calculated by dividing profit or loss attributable to owners of the company by the weighted average
number of ordinary shares outstanding during the period, excluding treasury shares. The weighted average number of ordinary shares outstanding
is calculated based on the number of ordinary shares outstanding at the beginning of the period, after deduction of treasury shares,
adjusted on a time-apportioned basis for shares bought back or issue during the period;
-
diluted earnings per share are calculated by dividing profit or loss attributable to owners of the company by the weighted average
number of ordinary shares outstanding during the year as used to calculate basic earnings per share, both items being adjusted on a time-apportioned
basis for the effects of all potentially dilutive financial instruments corresponding to (i) performance shares and (ii) free share grants
until fully vested.
Provisions
and contingent liabilities
Provisions
are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions
are measured at the best estimate of Provisions are recognised when there is a present obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate
of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation
at the Balance sheet date.
If
the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost. The expenditure required to settle the present obligation at the Balance sheet date.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Contingent
liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only
by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present
obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made.
Segment
information
An
entity is required to disclose segment information if it operates in more than one segment, either by geography or business activity,
and if that segment information is regularly reviewed by the entity’s Chief Operating Decision Maker (CODM).
The
company does not have distinct operating segments as defined under IFRS 8, as it operates in a single business activity and/or geographical
location. Accordingly, the Company has no operating or geographical segments that would require separate reporting.
As
such, the company has opted not to present segment information. The financial statements present the financial position, performance,
and cash flows of the entity as a whole.
Events
after the reporting date
Where
events occurring after the balance sheet date provide evidence of conditions that existed as at the end of the reporting period, the
impact of such events is adjusted within the financial statements. Otherwise, events after the balance sheet date of material size or
nature are only disclosed.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 4. |
Related
Party Transactions |
In
accordance with IAS 24 – “Related Party Disclosures”, the company has identified the following related party transactions
during the reporting period:
Amounts
Due from Related Parties
As
of the reporting date, the following balance was outstanding and receivable from related parties:
| Related parties | |
Relationship | |
Nature of Transaction | |
As at June
30, 2025 | | |
As at June
30, 2024 | |
| | |
| |
| |
USD | | |
USD | |
| Due From related party | |
| |
| |
| | | |
| | |
| Arun Saligrama | |
Shareholder | |
Loan Receivable | |
| | | |
| 18,178 | |
| Sneha Krishnaswamy | |
Shareholder | |
Loan Receivable | |
| | | |
| 18,178 | |
| | |
| |
| |
| | | |
| 36,356 | |
| Due to related party | |
| |
| |
| | | |
| | |
| Arun Saligrama | |
Shareholder | |
Loan Payable | |
| 17,884 | | |
| | |
| Sneha Krishnaswamy | |
Shareholder | |
Loan Payable | |
| 17,884 | | |
| | |
| | |
| |
| |
| 35,768 | | |
| | |
According
to IAS 24, as of June 30, 2024, there were amounts due from related parties (Arun Saligrama and Sneha Krishnaswamy) totaling $36,356
for loans received.
However,
as of June 30, 2025, the amounts due from related parties are zero. This suggests that the loans have been repaid. If, as you mentioned,
there’s now an “excess pay” and it has become “Due to related party,” this would mean that the company
has either repaid more than it owed or received new loans from the related parties, making the company the debtor. This would typically
be reflected as a liability on the balance sheet and disclosed in the related party note.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| USD | | |
| USD | |
| | |
| | | |
| | |
| Unbilled receivable | |
| 89,760 | | |
| 138,643 | |
Connect
Simple adopted Simplified Expected Credit Loss Method to assess the provisioning for receivables. As at the reporting date the receivables
due are less than one year. Hence, no loss allowance was recorded as at the reporting date. Further, the company regularly monitors the
credit worthiness of its customers and did not identify any customers whose credit worthiness is impaired.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 6. |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist of the following:
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| USD | | |
| USD | |
| | |
| | | |
| | |
| Cash in Hand | |
| 65 | | |
| 66 | |
| Cash at Bank | |
| 306,279 | | |
| 74,815 | |
| | |
| 306,344 | | |
| 74,881 | |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| USD | | |
| USD | |
| | |
| | | |
| | |
| Trade Payables | |
| 4,355 | | |
| 71,912 | |
| | |
| | | |
| | |
| 8. |
Accrued
and Other Liabilities |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| USD | | |
| USD | |
| | |
| | | |
| | |
| General sales tax (GST) | |
| 372 | | |
| 15,302 | |
| Income tax payable | |
| 28,598 | | |
| 40,397 | |
| Accrued expenses | |
| 128,612 | | |
| 54 | |
| Bill payment | |
| 13,009 | | |
| - | |
| | |
| 170,590 | | |
| 55,752 | |
The
share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of USD 0.66 per share. All shares
are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of the
Company.
| Particulars | |
| | |
As at
30 June 2024 | |
| | |
| No. of
shares | | |
| Amount (USD) | |
| Issued, subscribed and fully paid-up | |
| | | |
| | |
| 100 (June 30, 2025 - 100) equity shares | |
| 66 | | |
| 66 | |
| Total issued, subscribed and fully paid-up share capital | |
| 66 | | |
| 66 | |
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
| | |
For the year ended June 30, 2025 | | |
Period from December 1, 2023 (Inception) to June 30, 2024 | |
| | |
| USD | | |
| USD | |
| | |
| | | |
| | |
| Revenue | |
| 537,762 | | |
| 335,690 | |
The
Company’s revenue is derived solely from commissions and referral fees received from energy, broadband, insurance, and other service
providers when customers connect or switch through the Company’s platform. Given the nature of the business, customer base, and
uniformity of contract terms with providers, revenue has been presented as a single category.
Revenue
is recognised at a point in time, when the customer is successfully connected or contracted with the relevant service provider, as this
is when the Company’s performance obligation is satisfied and entitlement to consideration arises.
| | |
For the year ended June 30, 2025 | | |
Period from December 1, 2023 (Inception) to June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Commission expense | |
| 330,046 | | |
| 108,064 | |
| | |
For the year ended June 30, 2025 | | |
Period from December 1, 2023 (Inception) to June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| General and administrative | |
| 112,492 | | |
| 67,048 | |
| Sales and marketing | |
| 1,764 | | |
| 1,112 | |
| | |
| 114,255 | | |
| 68,161 | |
| | |
| | | |
| | |
| Expenses by nature | |
| | | |
| | |
| | |
| | | |
| | |
| Office expense | |
| 1,184 | | |
| 1,077 | |
| Professional fees | |
| 108,054 | | |
| 65,971 | |
| Foreign exchange gain/(loss) | |
| 3,254 | | |
| | |
| Advertising | |
| 1,764 | | |
| 1,112 | |
| | |
| 114,255 | | |
| 68,161 | |
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 13. |
Foreign
exchange gain/(loss) |
| | |
For the year ended June 30, 2025 | | |
Period from December 1, 2023 (Inception) to June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Unrealized foreign exchange gain/(loss) | |
| - | | |
| 2,551 | |
| | |
For the year ended June 30, 2025 | | |
Period from December 1, 2023 (Inception) to June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Profit /(loss) attributable to the ordinary equity holders of the company | |
| 63,174 | | |
| 122,151 | |
| Weighted average number of ordinary shares | |
| 100 | | |
| 100 | |
| Basic earnings / (loss) per share | |
| 632 | | |
| 1,222 | |
| Diluted earnings / (loss) per share | |
| 632 | | |
| 1,222 | |
| 15. |
Financial
Instruments |
Classes
and categories of financial instruments
The
carrying amounts of financial assets and financial liabilities in each category are as follows:
| | |
As at June 30,2025 | | |
As at
June 30,2024 | |
| | |
USD | | |
USD | |
| Financial Assets | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| - Loans from related parties | |
| - | | |
| 36,356 | |
| - Trade and other receivables | |
| 89,760 | | |
| 138,643 | |
| - Cash and cash equivalents | |
| 306,344 | | |
| 74,881 | |
| | |
| | | |
| | |
| Financial Liabilities | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| - Trade payables | |
| 4,355 | | |
| 71,912 | |
| - Accrued and other liabilities | |
| 170,590 | | |
| 55,752 | |
Fair
Value Measurement
All
financial assets and financial liabilities are measured at amortized cost, and their carrying values approximate their fair values.
Financial
Risk Management Objectives and Policies
The
company’s principal financial liabilities comprise trade payables. The main purpose of these financial liabilities is to finance
the entity’s operations. The company’s principal financial assets include loans, trade receivables, and cash and cash equivalents
that derive directly from its operations.
Connect
Simple Pty Ltd
Notes
to the Financial Statement
For
the year ended June 30, 2025
Market
Risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk. The entity is not exposed to interest
rate risk.
Interest
Rate Risk:
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The entity is not exposure to the risk of changes in market interest rates.
Credit
Risk
Credit
risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The entity is exposed to credit risk from its operating activities primarily trade receivables.
Trade
Receivables
The
company trades only with recognized, creditworthy third parties. It is the company’s policy that all customers who wish to trade
on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with
the result that the entity’s exposure to bad debts is not significant.
Liquidity
Risk
Liquidity
risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The entity monitors its risk to a shortage of funds using a recurring liquidity planning
tool. This tool considers the maturity of both its financial investments and financial assets.
Maturities
of Financial Liabilities:
The
following tables detail the entity’s remaining contractual maturity for its non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the entity can be required
to pay.
| Financial Liabilities | |
< 1 year | | |
1-5 years | | |
> 5 years | |
| Trade payables | |
| 4,355 | | |
| - | | |
| - | |
| Accrued and other liabilities | |
| 170,590 | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
As
per IFRS, segment reporting is required for entities with operating and geographical segments that are regularly reviewed by the Chief
Operating Decision Maker (CODM). The Company has reviewed its operations and determined that it does not operate in multiple geographical
areas or business segments.
The
company operates as a single entity with no separately identifiable operating or geographical segments. Consequently, no segment disclosures
are provided in these financial statements.
| 17. |
Contingent
Liabilities |
As
at June 30, 2025, the company has no contingent liabilities.
Contingent
liabilities are potential liabilities that may arise depending on the outcome of an uncertain future event. They are not recognized in
the financial statements because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the company.
The
company continuously monitors and assesses all potential risks and uncertainties that may impact its financial position. As of the reporting
date, the company has not identified any contingent liabilities that need to be disclosed.
| 18. |
Events
After the Reporting Date |
No
adjusting or significant non-adjusting events have occurred between the June 30, 2025 (reporting date) and the date of authorisation.
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the accompanying consolidated financial statements of VIS Networks Private Limited (the Company) which comprise the consolidated
statements of financial position as at June 30, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive
income, changes in equity, and cash flows for the years then ended, and the related notes to the financial statements including a summary
of significant accounting policies.
In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of June 30, 2025 and 2024 and the results of its operations and its cash flows for each of the years then ended in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting
Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users made on the basis of these financial statements.
In
performing an audit in accordance with US GAAS, we:
| |
● |
Use professional judgment and exercise professional skepticism
throughout the audit. |
| |
|
|
| |
● |
Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| |
|
|
| |
● |
Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| |
|
|
| |
● |
Evaluate the appropriateness of accounting policies used and
the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| |
|
|
| |
● |
Conclude whether, in our judgment, there are conditions or
events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within
one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil
Sobti, Chartered Accountant – CAANZ Membership No 449425
AICPA
Membership No 402307223
22 September 2025
| VIS Networks Private Limited |
| Consolidated statement of financial position as at
30 June 2025 |
| (All amounts are in
$ unless otherwise stated) |
| Particulars | |
Notes | |
As
at 30
June 2025 | | |
As
at 30
June 2024 | |
| Assets | |
| |
| Non-current assets | |
| |
| | | |
| | |
| Property, plant and equipment | |
13 | |
| 6,108,664 | | |
| 6,488,844 | |
| Intangible assets | |
14 | |
| 946,228 | | |
| 379,327 | |
| Intangible under development | |
14A | |
| 406,306 | | |
| 417,090 | |
| Right-of-use assets | |
22 | |
| 170,677 | | |
| 129,336 | |
| Investments | |
17 | |
| 1,045,406 | | |
| 1,092,362 | |
| Other financial assets | |
18 | |
| 47,357 | | |
| 55,671 | |
| Deferred tax assets | |
11 | |
| 324,044 | | |
| 259,785 | |
| Other non-current assets | |
20 | |
| 140,308 | | |
| 85,049 | |
| Total non-current
assets | |
| |
| 9,188,990 | | |
| 8,907,465 | |
| | |
| |
| | | |
| | |
| Current assets | |
| |
| | | |
| | |
| Inventories | |
15 | |
| 3,208,951 | | |
| 4,076,638 | |
| Trade receivables | |
16 | |
| 18,371,012 | | |
| 16,210,475 | |
| Contract assets | |
5 | |
| 707,106 | | |
| 636,357 | |
| Cash and cash equivalents | |
19 | |
| 2,806,056 | | |
| 2,814,719 | |
| Investments | |
17 | |
| 700,566 | | |
| 564,091 | |
| Other financial assets | |
18 | |
| 1,580,526 | | |
| 1,432,316 | |
| Current tax asset | |
21 | |
| 2,598 | | |
| 808,148 | |
| Other current assets | |
20 | |
| 9,193,349 | | |
| 8,721,288 | |
| Total current assets | |
| |
| 36,570,164 | | |
| 35,264,031 | |
| Total assets | |
| |
| 45,759,154 | | |
| 44,171,495 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| Non-current liabilities | |
| |
| | | |
| | |
| Borrowings | |
23 | |
| 2,148,756 | | |
| 2,480,439 | |
| Lease liabilities | |
22 | |
| 144,530 | | |
| 72,978 | |
| Employee benefit obligations | |
25 | |
| 393,951 | | |
| 465,116 | |
| Total non-current liabilities | |
| |
| 2,687,237 | | |
| 3,018,533 | |
| |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Borrowings | |
23 | |
| 2,822,271 | | |
| 2,321,122 | |
| Trade
and other payables | |
24 | |
| 12,331,263 | | |
| 16,226,113 | |
| Employee
benefit obligations | |
25 | |
| 144,058 | | |
| 28,555 | |
| Contract
liabilities | |
5 | |
| 4,935,372 | | |
| 2,576,692 | |
| Lease
liabilities | |
22 | |
| 33,353 | | |
| 65,024 | |
| Current
tax liabilities | |
26 | |
| 2,216,612 | | |
| 1,483,891 | |
| Total current liabilities | |
| |
| 22,482,930 | | |
| 22,701,396 | |
| Total liabilities | |
| |
| 25,170,166 | | |
| 25,719,930 | |
| Net assets | |
| |
| 20,588,987 | | |
| 18,451,566 | |
| | |
| |
| | | |
| | |
| Equity | |
| |
| | | |
| | |
| Share capital and share premium | |
27 | |
| 544,063 | | |
| 544,063 | |
| Retained earnings | |
27(d) | |
| 21,663,556 | | |
| 19,669,845 | |
| Other reserves | |
27(c) | |
| (1,448,575 | ) | |
| (1,676,769 | ) |
| Equity attributable to owners
of the parent | |
| |
| 20,759,044 | | |
| 18,537,139 | |
| Capital and reserves attributable to owners of the parent | |
| |
| 20,759,044 | | |
| 18,537,139 | |
| Non-controlling interests | |
34 | |
| (170,057 | ) | |
| (85,573 | ) |
| Total equity | |
| |
| 20,588,987 | | |
| 18,451,566 | |
VIS Networks Private
Limited
Consolidated statement
of profit or loss and
statement of comprehensive
income for the year ended 30 June 2025
(All amounts are in
$ unless otherwise stated)
| Particulars | |
Notes | |
For
the year ended 30
June 2025 | | |
For
the year ended 30
June 2024 | |
| Revenue from contracts with customers | |
5 | |
| 61,980,366 | | |
| 55,573,321 | |
| Cost of sales | |
6 | |
| (41,184,132 | ) | |
| (35,251,638 | ) |
| Gross profit | |
| |
| 20,796,234 | | |
| 20,321,684 | |
| | |
| |
| | | |
| | |
| Distribution costs | |
6 | |
| (267,398 | ) | |
| (372,789 | ) |
| Administrative expenses | |
6 | |
| (17,988,208 | ) | |
| (15,936,735 | ) |
| Operating profit | |
| |
| 2,540,628 | | |
| 4,012,160 | |
| | |
| |
| | | |
| | |
| Other income | |
7 | |
| 301,773 | | |
| 312,572 | |
| Other gains/(losses) – net | |
8 | |
| (5,261 | ) | |
| 238,428 | |
| | |
| |
| 296,513 | | |
| 551,000 | |
| Finance income | |
9 | |
| 118,451 | | |
| 109,449 | |
| Finance costs | |
9 | |
| (416,242 | ) | |
| (521,756 | ) |
| Finance costs – net | |
| |
| (297,791 | ) | |
| (412,307 | ) |
| Share of net profit/(loss) of associates and joint
ventures accounted for using the equity | |
10 | |
| (38,665 | ) | |
| (170,476 | ) |
| method | |
| |
| | | |
| | |
| Profit before income tax | |
| |
| 2,500,684 | | |
| 3,980,377 | |
| Income tax expense | |
11 | |
| (591,457 | ) | |
| (1,373,495 | ) |
| Profit for
the year | |
| |
| 1,909,227 | | |
| 2,606,882 | |
| | |
| |
| | | |
| | |
| Profit is attributable to: | |
| |
| | |
| |
| Owners of VIS Networks Private Limited | |
| |
| 1,993,711 | | |
| 2,762,643 | |
| Non-controlling interests | |
| |
| (84,484 | ) | |
| (155,761 | ) |
| | |
| |
| 1,909,227 | | |
| 2,606,882 | |
| | |
| |
| | | |
| | |
| Other comprehensive income | |
| |
| | |
| |
| Items that may be reclassified to profit or loss | |
| |
| | |
| |
| Exchange differences on translation of foreign operations | |
27(c) | |
| 184,690 | | |
| (428,171 | ) |
| Income tax relating to these items | |
| |
| | | |
| | |
| Items that will not be reclassified
to profit or loss | |
| |
| | | |
| | |
| Remeasurements of post-employment benefit obligations | |
28 | |
| 58,136 | | |
| (44,636 | ) |
| Income tax relating to these items | |
| |
| (14,632 | ) | |
| 11,234 | |
| Other comprehensive
income for the year, net of tax | |
| |
| 228,194 | | |
| (461,573 | ) |
| Total comprehensive
income for the year | |
| |
| 2,137,421 | | |
| 2,145,309 | |
| | |
| |
| | | |
| | |
| Earnings per share for profit from continuing operations
attributable to the ordinary equity holders of the company: | |
| |
| | |
| |
| Basic earnings per share | |
12 | |
| 0.49 | | |
| 0.68 | |
| Diluted earnings per share | |
12 | |
| 0.49 | | |
| 0.68 | |
| VIS Networks Private Limited |
| Consolidated statement of financial position as at
30 June 2025 |
| (All amounts are in
$ unless otherwise stated) |
| Particulars | |
For
the year ended 30
June 2025 | | |
For
the year ended 30
June 2024 | |
| Cash flows from operating
activities |
| Profit before income
tax for the year | |
| 2,500,684 | | |
| 3,980,377 | |
| Adjustments for: |
| Finance income | |
| (118,451 | ) | |
| (109,449 | ) |
| Liabilities no longer required
written off | |
| - | | |
| (3,788 | ) |
| Finance costs | |
| 416,242 | | |
| 521,756 | |
| Profit on derecognition | |
| - | | |
| (1,973 | ) |
| Depreciation and amortization of
property, plant and equipment and intangible assets | |
| 404,672 | | |
| 538,162 | |
| Depreciation of right-of-use assets | |
| 73,251 | | |
| 88,528 | |
| Share of net profit of associates
and joint ventures accounted for using the equity method | |
| 38,665 | | |
| 170,476 | |
| Net (gain)/loss on sale of non-current
assets | |
| (1,319 | ) | |
| - | |
| Net (gain)/loss on sale of investments
held at fair value through profit or loss | |
| (580 | ) | |
| (25,353 | ) |
| Fair value (gains) on financial
assets at fair value through profit or loss | |
| 87 | | |
| (228,536 | ) |
| Net exchange differences | |
| 7,073 | | |
| 15,461 | |
| | |
| | | |
| | |
| Change in operating assets and liabilities | |
| | | |
| | |
| Decrease/(increase) in inventories | |
| 867,687 | | |
| 851,841 | |
| Decrease/(increase) in trade receivables | |
| (2,160,537 | ) | |
| (4,588,535 | ) |
| Decrease/(increase) in contract assets | |
| (70,749 | ) | |
| (333,699 | ) |
| Decrease/(increase) in financial assets at fair value
through profit or loss | |
| (266,139 | ) | |
| 152,082 | |
| Decrease/(increase) in other assets | |
| (527,321 | ) | |
| (2,047,124 | ) |
| Increase/(decrease) in trade and other payables | |
| (3,894,850 | ) | |
| 4,735,461 | |
| Increase/(decrease) in contract liabilities | |
| 2,358,680 | | |
| (2,491,216 | ) |
| Increase/(decrease) in other liabilities | |
| 37,266 | | |
| 140,433 | |
| Cash generated
from/ (used in) operations | |
| (335,639 | ) | |
| 1,364,904 | |
| Income taxes paid | |
| 882,554 | | |
| (1,552,850 | ) |
| Net cash inflow/
(outflow) from operating activities | |
| 546,915 | | |
| (187,946 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | |
| |
| Payments for property, plant and equipment | |
| (139,330 | ) | |
| (226,809 | ) |
| Payments for intangible assets under development | |
| - | | |
| (417,090 | ) |
| Payments for intangible assets | |
| (640,805 | ) | |
| (7,911 | ) |
| Interest received on financial
assets held as investments | |
| 117,003 | | |
| 107,708 | |
| Net cash (outflow)
from investing activities | |
| (663,131 | ) | |
| (544,101 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | |
| |
| Proceeds from borrowings | |
| 169,466 | | |
| 1,722,549 | |
| Principal elements of lease payments | |
| (85,577 | ) | |
| (101,791 | ) |
| Other finance charges paid | |
| (405,167 | ) | |
| (510,099 | ) |
| Net cash inflow/ (outflow) from
financing activities | |
| (321,279 | ) | |
| 1,110,659 | |
| | |
| | | |
| | |
| Net increase/ (decrease) in cash and cash
equivalents | |
| (437,495 | ) | |
| 378,612 | |
| Cash and cash equivalents at the beginning of the financial year | |
| 2,814,719 | | |
| 2,765,579 | |
| Effects of exchange rate changes on cash and cash
equivalents | |
| 428,832 | | |
| (329,472 | ) |
| Cash and cash equivalents at end
of year | |
| 2,806,056 | | |
| 2,814,719 | |
| VIS Networks Private Limited |
| Consolidated statement of financial position as at 30 June 2025 |
| (All amounts are in $ unless otherwise
stated) |
| | |
| |
| | |
| | |
Other
Reserves | | |
| | |
| | |
| |
| Particulars | |
Notes | |
Share
capital | | |
Retained
earnings | | |
Legal
reserve | | |
Capital
reserve | | |
Remeasurement
of defined benefit plans | | |
Foreign
Currency Translation Reserve | | |
Total
attributable to owners of the parent | | |
Non controlling
interest | | |
Total | |
| Balance at 1 July 2023 | |
| |
| 544,063 | | |
| 16,907,202 | | |
| 2,864 | | |
| 56,370 | | |
| (15,384 | ) | |
| (1,259,045 | ) | |
| 16,236,069 | | |
| 59,294 | | |
| 16,295,363 | |
Non-controlling interests on acquisition of
subsidiary | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 10,894 | | |
| 10,894 | |
| Profit for the year | |
| |
| - | | |
| 2,762,643 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,762,643 | | |
| (155,761 | ) | |
| 2,606,882 | |
| Other comprehensive income | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| (33,402 | ) | |
| (428,171 | ) | |
| (461,573 | ) | |
| - | | |
| (461,573 | ) |
| Legal reserve created | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Gain on bargain purchase | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total comprehensive
income for the year | |
| |
| - | | |
| 2,762,643 | | |
| - | | |
| - | | |
| (33,402 | ) | |
| (428,171 | ) | |
| 2,301,069 | | |
| (144,867 | ) | |
| 2,156,203 | |
| Dividends provided for or paid | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance at 30 June 2024 | |
| |
| 544,063 | | |
| 19,669,845 | | |
| 2,864 | | |
| 56,370 | | |
| (48,786 | ) | |
| (1,687,216 | ) | |
| 18,537,139 | | |
| (85,573 | ) | |
| 18,451,566 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at 1 July 2024 | |
| |
| 544,063 | | |
| 19,669,845 | | |
| 2,864 | | |
| 56,370 | | |
| (48,786 | ) | |
| (1,687,216 | ) | |
| 18,537,139 | | |
| (85,573 | ) | |
| 18,451,566 | |
| Non-controlling interests on acquisition of subsidiary | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Profit for the year | |
| |
| - | | |
| 1,993,711 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,993,711 | | |
| (84,483.97 | ) | |
| 1,909,227 | |
| Other comprehensive income | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| 43,504.49 | | |
| 184,690 | | |
| 228,194 | | |
| - | | |
| 228,194 | |
| Legal reserve created | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Gain on bargain purchase | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total comprehensive
income for the year | |
| |
| - | | |
| 1,993,711 | | |
| - | | |
| - | | |
| 43,504 | | |
| 184,690 | | |
| 2,221,905 | | |
| (84,484 | ) | |
| 2,137,421 | |
| Dividends provided for or paid | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance at 30 June 2025 | |
| |
| 544,063 | | |
| 21,663,556 | | |
| 2,864 | | |
| 56,370 | | |
| (5,282 | ) | |
| (1,502,527 | ) | |
| 20,759,044 | | |
| (170,057 | ) | |
| 20,588,987 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 1 |
General information |
| |
|
| |
VIS Networks Private Limited
(‘the parent’ or VIS Networks), the ultimate holding company of the group, primarily provides sales and services of telecommunication
products, consulting, designing, implementing, training and support for all sort of communication and Cx management solutions. |
| |
|
| |
VIS Networks is incorporated
and domiciled in India on April 18, 2011 having registered office at No.94, 4th Cross, 2nd Block, Koramangala, Bangalore, Karnataka,
India, 560034. |
| |
|
| |
The Parent company has wholly
owned subsidiaries in Singapore for providing services to its global customers and has stepdown subsidiaries in Malaysia, United
Kingdom, Sultanate of Oman, Dubai, USA. |
| |
|
| |
The Company, together with its
subsidiaries and associates, is hereinafter referred to as ‘the Group’. The special purpose consolidated financial statements
(‘CFS’) is presented in United States Dollars (“$” or “USD”) and are rounded to the nearest $. |
| |
|
| 2 |
Accounting policies |
| |
|
| a) |
Statement of compliance |
| |
|
| |
The financial statements have
been prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International
Accounting Standards Board (IASB). Accounting policies have been consistently applied to all the years presented unless otherwise
stated. |
| |
|
| b) |
Basis of preparation |
| |
|
| |
The CFS has been prepared on
a historical cost basis except for certain financial instruments, which are measured at fair value at the end of each reporting period
as explained in the accounting policies in note 30. |
| |
|
| c) |
Going concern |
| |
|
| |
The directors have, at the time
of approving the CFS, a reasonable expectation that the group has adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the CFS. |
| |
|
| d) |
Basis of consolidation |
| |
|
| |
The
CFS incorporates the financial statements of the parent company and entities controlled by
the parent company up to 30 June 2025. Control is achieved when the Parent Company :
(a)
has power over the investee; (b) is exposed or has rights to variable return from its involvement with the investee and
(c)
has the ability to affect those returns through its power to direct relevant activities of the investee. |
| |
|
| |
The parent company reassesses
whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements
of control listed above. |
When
the parent company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when
the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
parent company considers all relevant facts and circumstances in assessing whether or not the parent company’s voting rights in
an investee are sufficient to give it power, including:
| ● | The
size of the parent company’s holding of voting rights relative to the size and dispersion
of holdings of the other vote holders |
| ● | Potential
voting rights held by the parent company, other vote holders or other parties |
| ● | Rights
arising from other contractual arrangements |
| ● | Any
additional facts and circumstances that indicate that the parent company has, or does not
have, the current ability to direct the relevant activities at the time that decisions need
to be made, including voting patterns at previous shareholders’ meetings. |
| |
Consolidation of a subsidiary
begins when the parent company obtains control over the subsidiary and ceases when the parent company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the
parent company gains control until the date when the parent company ceases to control the subsidiary. |
Where
necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the
group’s accounting policies.
All
intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the group
are eliminated on consolidation.
Non-controlling
interests in subsidiaries are identified separately from the group’s equity therein. Those interests of non-controlling shareholders
that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be
measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable
net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured
at fair value.
Subsequent
to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling
interests’ share of subsequent changes in equity.
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 |
Accounting policies (continued) |
| |
|
| d) |
Basis of consolidation (continued) |
| |
|
| |
Profit or loss and each component
of other comprehensive income are attributed to the owners of the parent company and to the non-controlling interests. Total comprehensive
income of the subsidiaries is attributed to the owners of the parent company and to the non-controlling interests even if this results
in the non-controlling interests having a deficit balance. |
| |
|
| |
Changes
in the group’s interests in subsidiaries that do not result in a loss of control are
accounted for as equity transactions. The carrying amount of the group’s interests
and the non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any difference between the amount by which the noncontrolling interests
are adjusted and the fair value of the consideration paid or received is recognised directly
in
equity
and attributed to the owners of the parent company. |
| |
|
| |
When the group loses control
of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate
of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount
of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously
recognised in other comprehensive income in relation to that subsidiary are accounted for as if the group had directly disposed of
the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity
as required/permitted by applicable IFRS Accounting Standards). The fair value of any investment retained in the former subsidiary
at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial
Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture. |
| |
|
| e) |
Foreign currency translation |
| |
|
| |
Foreign
currency transactions are recorded at exchange rates prevailing on the date of the transaction.
Foreign currency denominated monetary assets and liabilities are retranslated at the exchange
rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement
and restatement are recognised in the statement of profit and loss. Non-monetary assets and
liabilities that are measured in terms of historical cost in foreign currencies are not retranslated.
Exchange
differences arising on monetary items that forms part of the parent’s net investment in a foreign subsidiary are recognised
in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign
subsidiary, such exchange differences are recognised initially in OCI. These exchange differences are reclassified from equity to
profit or loss on disposal of the net investment. |
| |
|
| |
Exchange gains and losses on inter-company transactions |
| |
|
| |
The results and financial position
of a foreign subsidiary are included in the Group’s CFS after the elimination of intercompany balances and transactions. However,
a foreign exchange gain or loss arising on an intercompany monetary asset or liability (e.g. an intercompany receivable denominated
in a currency different from the functional currency of the subsidiary) cannot be eliminated. Such foreign exchange gains and losses
are recognised in the income statement or in income and expense recognised directly in equity, if the underlying forms and in integral
part of the net investment in foreign operation. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| e) |
Foreign currency translation (continued) |
| |
|
| |
Presentation currency |
| |
|
| |
The
group has chosen to present the CFS in $ which is not the functional currency of the group. The results
and financial position are translated into a presentation currency using the following procedures:
(a)
assets and liabilities for each statement of financial position presented (ie including comparatives) are translated at the closing
rate at the date of that statement of financial position;
(b)
income and expenses for each statement presenting profit or loss and other comprehensive income (ie including comparatives) are translated
using the average exchange rates for the period; and
(c)
all resulting exchange differences are recognised in other comprehensive income. |
Foreign exchange
rates considered for translation:
| |
Average
rate | | |
Closing
rate | |
| Particulars | |
30 June
2025 | | |
30 June
2024 | | |
30 June | | |
30 June
2024 | |
| INR | |
| 0.0118 | | |
| 0.0121 | | |
| 0.0117 | | |
| 0.0120 | |
| SGD | |
| 0.7604 | | |
| 0.7475 | | |
| 0.7834 | | |
| 0.7374 | |
| AUD | |
| 0.6599 | | |
| 0.6643 | | |
| 0.6529 | | |
| 0.6669 | |
| OMR | |
| 2.5914 | | |
| 2.5895 | | |
| 2.5929 | | |
| 2.5900 | |
| GBP | |
| 1.3181 | | |
| 1.2635 | | |
| 1.3717 | | |
| 1.2644 | |
| MYR | |
| 0.2241 | | |
| 0.2129 | | |
| 0.2364 | | |
| 0.2119 | |
| PHP | |
| 0.0174 | | |
| 0.0176 | | |
| 0.0176 | | |
| 0.0171 | |
| f) |
Use of estimates and judgements |
| |
|
| |
In preparing these financial statements, management
has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates. |
| |
|
| |
Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognised prospectively. |
Judgements
Information
about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial
statements is included in the following notes:
Note 4 - Determination
of reportable operating segments
Note 30 - Fair value
measurement of financial instruments
Note 22 - Leases: whether
an arrangement contains a lease
Note 13 - useful lives
of property, plant and equipment
Note 31 - measurement
of ECL allowance for trade receivables, loans and contract assets
Note 29 - recognition
and measurement of provisions and contingencies
Estimates
Information
about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended 30
June 2025 is included in the following notes:
Note 30 - Fair value
measurement of financial instruments
Note 22 - Leases: whether
an arrangement contains a lease
Note 13 - useful lives
of property, plant and equipment
Note 31 - measurement
of ECL allowance for trade receivables, loans and contract assets
Note 29 - recognition
and measurement of provisions and contingencies
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| |
Revenue from contracts with customers: |
| |
|
| |
The
Group recognises revenue from contracts with customers based on a five step model as set out in IFRS
15 - Revenue from contracts with
customers
“(IFRS 15”). |
| |
|
| |
Step 1. Identify the contract(s) with a customer:
A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the
criteria for every contract that must be met. |
| |
|
| |
Step 2. Identify the performance obligations in
the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. |
| |
|
| |
Step
3. Determine the transaction price: The transaction price is the amount of consideration to which
the Group expects to be entitled in exchange for
transferring
promised goods or services to a customer, excluding amounts collected on behalf of third parties. |
| |
|
| |
Step
4. Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation,
the Group will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to
which the Group expects to be entitled in exchange for satisfying each performance obligation. |
| |
|
| |
Step 5. Recognise revenue when (or as) the entity
satisfies a performance obligation. |
| |
|
| |
Revenue
towards satisfaction of a performance obligation is measured at the amount of transaction price (net
of variable consideration) allocated to that performance obligation. The transaction price of goods
and services rendered is net of variable consideration, if any, and excludes taxes and duties. The
Group assesses its revenue arrangements against specific criteria to determine if it is acting as
principal or agent. The Group has concluded that it is acting as a principal in all of its revenue
arrangements. |
| Significant revenue areas |
|
Nature and timing of satisfaction of performance
obligations |
| Sale/ Subscription of Products |
|
The Group recognises the revenue when a performance obligation is satisfied
in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied over the period of
time as the subscription of products are rendered. Revenue recognised over the period of time is based on a straight-line method,
unless another method better depicts the pattern of transfer of control of the services. Revenue from sale of products is recognised
at point in time once the control over products are passed on to the customer. |
| |
|
|
| Sale/subscription of licenses |
|
The Group recognises the revenue when a performance obligation is satisfied
in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied over the period of
time as the subscription of licenses and maintenance services are rendered. Revenue recognised over the period of time is based on
a straight-line method, unless another method better depicts the pattern of transfer of control of the services. Revenue from sale
of licenses is recognised at point in time once the control over licenses are passed on to the customer. |
| |
|
|
| Manpower and Staffing support services |
|
The Group recognises the revenue when a performance obligation is satisfied
in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied over the period of
time as the professional and support services are rendered. Revenue recognised over the period of time is based on a straight-line
method, unless another method better depicts the pattern of transfer of control of the services. |
| |
|
|
| Revenue from annual maintenance charges |
|
The Group recognises the revenue when a performance obligation is satisfied
in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied over the period of
time as the annual maintenance support services are rendered. Revenue recognised over the period of time is based on a straight-
line method, unless another method better depicts the pattern of transfer of control of the services. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| g) |
Revenue recognition (continued) |
| |
|
| |
Interest income |
| |
|
| |
Interest
income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate.
Interest income is included under the head “Finance income” in the statement of profit and loss. |
| |
Dividend income |
| |
|
| |
Dividend income is recognised when the right to
receive dividend is established, which is generally when the shareholders approve the dividend. |
| h) |
Leases |
| |
|
| |
At
inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. To assess whether a contract conveys the right
to control the use of an identified asset, the Group assesses whether:
i.
The contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be
physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified;
ii.
The Group has the right to substantially all of the economic benefits from the use of the asset throughout the period of use;
and
iii.
The Group has the right to direct the use of the asset. The Group has this right when it has the decision making rights that
are most relevant to changing how and for what purposes the asset is used. In rare cases where the decision about how and for what
purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
-
The Group has the right to operate the asset; or
-
The Group designed the asset in a way that predetermines how and for what purposes it will be used.
At
inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract
to each lease component on the basis of their relative stand-alone prices. |
| |
|
| |
The
Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises of the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is allocated, less any lease incentives received.
The
right-of-use asset is subsequently depreciated using the straight-line method over the shorter of the useful life of the leased asset
and the expected lease term. If ownership of the leased asset is automatically transferred at the end of the lease term or the exercise
of a purchase option is reflected in the lease payments, the right-of-use asset is amortised on a straight-line basis over the expected
useful life of the leased asset. |
| |
|
| |
The
lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group
uses its incremental borrowing rate as a discount rate. The lease liability is measured at amortised
cost using the effective interest method. It is remeasured when there is a change in future lease
payments. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term
leases that have a lease term of 12 months or less and leases of low value assets. The Group recognises
the lease payments associated with these leases as an expense on a straight-line basis over the lease
term.
Lease
payments include fixed payments, i.e. amounts expected to be payable by the group under residual value guarantee, the exercise price
of purchase options and lease payments in relation to lease extension options, if the Company is reasonably certain to exercise purchase
or extension options, and payment of penalties for terminating the lease if the lease term considered reflects that the Company shall
exercise a termination option. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| i) |
Taxation |
| |
|
| |
Income
tax expense comprises current and deferred taxes. Income tax expense is recognised in the consolidated income statement, except
when related to items that are recognised outside of profit or loss (whether in other comprehensive income or directly in equity)
or where related to the initial accounting for a business combination. In the case of a business combination, the tax effect
is included in the accounting for the business combination.
Current
income taxes are determined based on the respective taxable income of each taxable entity and tax rules applicable for respective
tax jurisdictions.
Deferred
tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of
assets and liabilities and their respective tax bases, and unutilised tax losses, depreciation carry-forwards and tax credits. Such
deferred tax assets and liabilities are computed separately for each taxable entity and for each taxable jurisdiction. Deferred tax
assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible
temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilised. The future profitability
is based on the business plan for each respective entity within the Group. The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred
tax assets and liabilities are measured based on the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet
date. |
Current
and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
The
extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be
available against which the deductible temporary differences and tax loss carry-forwards can be utilised.
Tax
provisions are recognised for uncertain tax positions where a risk of an additional tax liability has been identified and it is probable
that the Group will be required to settle that tax. Measurement is dependent on management’s expectations of the outcome of decisions
by tax authorities in the various tax jurisdictions in which the Group operates. This is assessed on a case-by-case basis using in-house
experts, professional firms and previous experience. Where no provision is required the exposure is disclosed as a contingent liability
unless the likelihood of an outflow of economic benefits is remote.
Judgement
is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| j) |
Property, plant and equipment |
| |
|
| |
Property, plant and equipment is stated at cost
of acquisition or construction less accumulated depreciation and accumulated impairment, if any. Land is not depreciated. |
| |
|
| |
Cost includes purchase price, non-recoverable taxes
and duties, labour cost and direct overheads for self-constructed assets and other direct costs incurred up to the date the asset
is ready for its intended use. |
| |
|
| |
Interest cost incurred for constructed assets is
capitalised up to the date the asset is ready for its intended use, based on borrowings incurred specifically for financing the asset
or the weighted average rate of all other borrowings, if no specific borrowings have been incurred for the asset. |
| |
|
| |
Depreciation is charged on a straight-line basis
over the estimated useful lives of the assets. Estimated useful lives of the assets are as follows: |
| Class
of property, plant and equipment |
|
Estimated
useful life |
|
| Land |
|
Not Depreciable |
|
| Buildings |
|
30 years |
|
| Furniture, fittings and equipment |
|
10 years |
|
| Computer equipments |
|
3 years |
|
| Office equipments |
|
5 years |
|
| Motor Car |
|
8 years |
|
| Motor Cycle |
|
10 years |
|
| |
The depreciation period for property, plant and
equipment with finite useful lives is reviewed at least at each year end. Changes in expected useful lives are treated as changes
in accounting estimates. |
| |
|
| |
Assets held under leases are depreciated over their
expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. Freehold land is measured
at cost and is not depreciated. Residual values are reassessed on an annual basis. |
| |
|
| |
An item of property, plant and equipment is derecognised
on disposal or when it is withdrawn from use and no future economic benefits are expected from its disposal. Any gain or loss arising
from derecognition is included in profit or loss. |
| k) |
Intangible assets |
| |
|
| |
Costs
associated with maintaining software licenses are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of identifiable and unique software
licenses controlled by the group are recognised as intangible assets where the following criteria are
met:
i. it is technically feasible to complete the software so that it will be available for use
ii. management intends to complete the software and use or sell it
iii. there is an ability to use or sell the software
iv. it can be demonstrated how the software will generate probable future economic benefits
v. adequate
technical, financial and other resources to complete the development and to use or sell the software are available, and
vi. the expenditure attributable to the software during its development can be reliably measured
vii. Directly
attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads
viii. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for
use |
| l) |
Inventories |
| |
|
| |
Telecom
materials, Telecom licenses and Warranty support are stated at the lower of cost and net realisable
value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and
fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.
Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value
is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale. The costs of individual items of inventory are
determined using weighted average costs. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| m) |
Borrowings |
| |
|
| |
Borrowings
are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are
recognised as transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred until the draw-down
occurs. To the extent there is no evidence that it is probable that some or all of the facility
will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
Preference
shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares
are recognised in profit or loss as finance costs.
The
fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible
bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds.
The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders’ equity,
net of income tax effects. |
| |
|
| |
Borrowings
are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability
that has been extinguished or transferred to another party and the consideration paid, including
any non cash assets transferred or liabilities assumed, is recognised in profit or loss as
other income or finance costs.
Where
the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part
of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between
the carrying amount of the financial liability and the fair value of the equity instruments issued.
Borrowings
are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least
12 months after the reporting period. |
| |
|
| |
General
and specific borrowing costs that are directly attributable to the acquisition, construction
or production of a qualifying asset are capitalised during the period of time that is required
to complete and prepare the asset for its intended use or sale. Qualifying assets are assets
that necessarily take a substantial period of time to get ready for their intended use or
sale.
Investment
income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from
the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| n) |
Impairment of non-financial
assets |
| |
|
| |
Property, plant and equipment
and intangible assets |
| |
|
| |
At
each reporting date, the Group reviews the carrying amounts of its non-financial assets to
determine whether there is any indication of impairment.
If
any such indication exists, then the asset’s recoverable amount is estimated.
For
impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating units (CGUs).
Each CGU represents the smallest company of assets that generates cash inflows that are largely independent of the cash inflows of
other assets or CGUs.
The
recoverable amount of an individual asset or CGU is the higher of its value in use and its fair value less costs of disposal. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or CGU.
An
impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses
are recognised in the statement of profit and loss. |
| |
|
| |
An asset (or cash-generating
unit) impaired in prior years is reviewed at each balance sheet date to determine whether there is any indication of a reversal of
impairment losses recognised in prior years. |
| o) |
Cash and cash equivalents and cash flow statement |
| |
|
| |
Cash and cash equivalents: |
| |
|
| |
Cash and cash equivalents comprise cash on hand,
demand deposits and highly liquid investments with an original maturity of up to three months that are readily convertible into known
amounts of cash and that are subject to an insignificant risk of changes in value. |
| |
|
| |
Cash flow statement: |
| |
|
| |
Cash flows are reported using the indirect method,
whereby net profit/(loss) before tax is adjusted for the effects of transactions of non cash nature and any deferrals or accruals
of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| p) |
Financial instruments |
| |
|
| |
Recognition and derecognition |
| |
|
| |
A
financial instrument is any contract that gives rise to a financial asset of one entity and
a financial liability or equity instrument of another entity. Financial instruments are recognised
on the balance sheet when the Group becomes a party to the contractual provisions of the
instrument.
The
Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers
nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises
its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially
all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and
also recognises a collateralised borrowing for the proceeds received. Any gain or loss arising on derecognition is recognised in
profit or loss. When a financial instrument is derecognised, the cumulative gain or loss in equity (if any) is transferred to the
consolidated income statement. |
| |
|
| |
Financial
assets are written off when there is no reasonable expectation of recovery. The Group reviews
the facts and circumstances around each asset before making a determination. Financial assets
that are written off could still be subject to enforcement activities.
Financial
liabilities are derecognised when they are extinguished, that is when the obligation is discharged, cancelled or has expired. |
| |
|
| |
Initial measurement |
| |
|
| |
Initially,
a financial instrument is recognised at its fair value. Transaction costs directly attributable
to the acquisition or issue of financial instruments are recognised in determining the carrying
amount, if it is not classified as at fair value through profit or loss. Transaction costs
of financial instruments carried at fair value through profit or loss are expensed in profit
or loss.
Subsequently,
financial instruments are measured according to the category in which they are classified. |
| |
Classification and measurement – financial assets |
| |
|
| |
Classification of financial
assets is based on the business model in which the instruments are held as well as the characteristics of their contractual cash
flows. The business model is based on management’s intentions and past pattern of transactions. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Group reclassifies financial assets when and only when its business model for managing those assets changes. |
| |
|
| |
Financial
assets are classified into three categories:
Financial
assets at amortised cost are non-derivative financial assets with contractual cash flows that consist solely of payments of principal
and interest and which are held with the intention of collecting those contractual cash flows. Subsequently, these are measured at
amortised cost using the effective interest method less impairment losses, if any. These include cash and cash equivalents, contract
assets and other financial assets. |
| |
|
| |
Financial assets at fair value
through other comprehensive income are non-derivative financial assets with contractual cash flows that consist solely of payments
of principal and interest and which are held with the intention of collecting those contractual cash flows as well as to sell the
financial asset. Subsequently, these are measured at fair value, with unrealised gains or losses being recognised in other comprehensive
income apart from any expected credit losses or foreign exchange gains or losses, which are recognised in profit or loss. This category
can also include financial assets that are equity instruments which have been irrevocably designated at initial recognition as fair
value through other comprehensive income. For these assets, there is no expected credit loss recognised in profit or loss. |
| |
|
| |
Financial assets at fair
value through profit or loss are financial assets with contractual cash flows that do not consist solely of payments of principal
and interest. This category includes derivatives, embedded derivatives separated from the host contract and investments in certain
convertible loan notes. Subsequently, these are measured at fair value, with unrealised gains or losses being recognised in profit
or loss, with the exception of derivative instruments designated in a hedging relationship, for which hedge accounting is applied. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| p) | Financial
instruments (continued) |
| |
Classification and measurement – financial liabilities |
| |
|
| |
Financial liabilities are classified as subsequently
measured at amortised cost unless they meet the specific criteria to be recognised at fair value through profit or loss. |
| |
|
| |
Other financial liabilities are measured at amortised cost using the
effective interest method. |
| |
|
| |
Financial liabilities at fair value through profit
or loss include derivatives and embedded derivatives separated from the host contract as well as financial liabilities held for trading.
Subsequent to initial recognition, these are measured at fair value with gains or losses being recognised in profit or loss. Embedded
derivatives relating to prepayment options on senior notes are not considered as closely related and are separately accounted unless
the exercise price of these options is approximately equal on each exercise date to either the amortised cost of the senior notes
or the present value of the lost interest for the remaining term of the senior notes. |
| |
|
| |
Impairment |
| |
|
| |
The Group recognises a loss allowance in profit
or loss for expected credit losses on financial assets held at amortised cost or at fair value through other comprehensive income.
Expected credit losses are forward looking and are measured in a way that is unbiased and represents a probability- weighted amount,
takes into account the time value of money (values are discounted using the applicable effective interest rate) and uses reasonable
and supportable information. |
| |
|
| |
Lifetime expected credit losses are calculated
for assets that were deemed credit impaired at initial recognition or have subsequently become credit impaired as well as those where
credit risk has increased significantly since initial recognition. |
| |
|
| |
The Group adopts the simplified approach to apply
lifetime expected credit losses to trade receivables and contract assets. Where credit risk is deemed low at the reporting date or
to have not increased significantly, credit losses for the next 12 months are calculated. |
| |
|
| |
Equity instruments |
| |
|
| |
An equity instrument is any contract that evidences
residual interests in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are
recorded at the proceeds received, net of direct issue costs. |
| |
|
| |
Investments in equity instruments are measured
at fair value; however, where a quoted market price in an active market is not available, equity instruments are measured at cost
(investments in equity instruments that are not held for trading). The Group has not elected to account for these investments at
fair value through other comprehensive income. |
| |
|
| |
Determination of fair value |
| |
|
| |
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless
of whether that price is directly observable or estimated using another valuation technique. The fair value of a financial instrument
on initial recognition is normally the transaction price. |
| |
|
| |
In estimating the fair value of an asset or liability,
the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics
into account when pricing the asset or liability at the measurement date. Subsequent to initial recognition, the Group determines
the fair value of financial instruments that are quoted in active markets using the quoted bid prices (financial assets held) or
quoted ask prices (financial liabilities held) and using valuation techniques for other instruments. Valuation techniques include
the discounted cash flow method and other valuation models. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| q) |
Earnings per share |
| |
|
| |
Earnings per share, diluted earnings per share are
measured as follows: |
| |
|
| |
-
basic earnings per share are calculated by dividing profit or loss attributable to owners
of the company by the weighted average number of ordinary shares outstanding during the period,
excluding treasury shares. The weighted average number of ordinary shares outstanding is
calculated based on the number of ordinary shares outstanding at the beginning of the period,
after deduction of treasury shares, adjusted on a time-apportioned basis for shares bought
back or issue during the period; |
| |
|
| |
- diluted earnings per share
are calculated by dividing profit or loss attributable to owners of the company by the weighted average number of ordinary shares
outstanding during the year as used to calculate basic earnings per share, both items being adjusted on a time-apportioned basis
for the effects of all potentially dilutive financial instruments corresponding to (i) performance shares and (ii) free share grants
until fully vested. |
| r) |
Employee benefits |
| |
|
| |
Short-term
employee benefits
Short-term
employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability
is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated
reliably. |
| |
|
| |
Post-employment benefits |
| |
|
| |
Defined
contribution plans
A
defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and will have no legal or constructive obligation to pay further amounts. The Group makes specified monthly contributions towards
employee provident fund to Government administered provident fund scheme which is a defined contribution plan. Obligations for contributions
to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related
services are rendered by employees. |
| |
|
| |
Defined
benefit plans
A
defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s gratuity benefit
scheme is the defined benefit plan. The Group’s net obligation in respect of defined benefit plan is calculated by estimating
the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the
fair value of any plan assets. The calculation of defined benefit obligation is performed annually by a qualified actuary using the
projected unit credit method. |
| |
|
| |
Remeasurements of the net defined
benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) are recognised in
Other Comprehensive Income (OCI). The Group determines the net interest expense on the net defined benefit liability for the period
by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net
defined benefit liability/(asset), taking into account any changes in the net defined benefit liability during the period as a result
of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in
the statement of profit and loss. |
| |
|
| |
When the benefits of a plan
are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’
or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises
gains and losses on the settlement of a defined benefit plan when the settlement occurs. |
| |
|
| |
Compensated
absences
The
employees can carry-forward a portion of the unutilized accrued compensated absences and utilize it in future service periods or
receive cash compensation on termination of employment. Since the employee has unconditional right to avail the leave, the benefit
is classified as a short term employee benefit. The Group records an obligation for such compensated absences in the period in which
the employee renders the services that increases his entitlement. The obligation is measured on the basis of independent actuarial
valuation using the projected unit credit method. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| 2 | Accounting
policies (continued) |
| s) |
Provisions and contingent
liabilities |
| |
|
| |
Provisions
are recognised when there is a present obligation as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation
and there is a reliable estimate of the amount of the obligation. Provisions are measured
at the best estimate of the expenditure required to settle the present obligation at the
Balance sheet date.
If
the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost. |
| |
|
| |
Contingent liabilities are disclosed
when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or
non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises
from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of
the amount cannot be made. Contingent liabilities are disclosed in the note 30. Contingent assets are not recognised in the CFS. |
| t) |
Segment information |
| |
|
| |
Segment revenues and expenses:
All segment revenues and expenses are directly attributable to the segments. |
| |
|
| |
Segment assets and liabilities:
Segment assets include all operating assets used by a segment and comprise primarily of debtors and fixed assets, net of allowances
and provisions, which are reported as direct offsets in the balance sheet. While most such assets can be directly attributed to individual
segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable
basis. Segment liabilities include all operating liabilities and comprise primarily of creditors and accrued liabilities. |
| |
|
| |
Unallocable expenses/income:
General administrative expenses and other expenses that arise at the enterprise level and relate to the Group as a whole are shown
as unallocable items. |
| |
|
| |
Accounting policies: The accounting
policies consistently used in the preparation of the CFS are also applied to revenues and expenditure in individual segments. |
| |
|
| u) |
Events after the reporting
date |
| |
|
| |
Where
events occurring after the balance sheet date provide evidence of conditions that existed
as at the end of the reporting period, the impact of such
events
is adjusted within the CFS. Otherwise, events after the balance sheet date of material size or nature are only disclosed. |
| v) |
New And
Revised Standards, Interpretations, Pronouncements And Application Guidances |
| |
|
| |
Standards,
interpretations and amendments to approved accounting standards which became effective during the year. |
| |
|
| |
There are
certain amendments to the accounting and reporting standards which became effective during the year and are adopted by the Company
for the financial year beginning on July 01, 2023. However, these amendments do not have any significant impact on the Company’s
financial reporting, and therefore have not been presented in these unconsolidated financial statements. |
| |
|
| |
Standards,
interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early adopted
by the Company |
| |
|
| |
The following
standards, amendments with respect to the approved accounting standards as applicable in Pakistan would be effective from the dates
mentioned below and have not been early adopted by the Company: |
| Effective date (Annual periods beginning
on or after) |
|
| |
|
| Standards |
|
Effective
date |
|
| IAS 1 |
|
1-Jan-24 |
|
| IAS 7 |
|
1-Jan-24 |
|
| IAS 21 |
|
1-Jan-25 |
|
| IFRS 7 |
|
1-Jan-24 |
|
| IFRS 9 |
|
1-Jan-26 |
|
| IFRS 16 |
|
1-Jan-24 |
|
| IFRS 17 |
|
1-Jan-26 |
|
The
management expects that the adoption of above standards and amendment will not have any material impact on the Company’s financial
statements.
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 3 |
List of entities considered for the CFS |
| |
|
| |
VIS Networks Private Limited is the parent company
of what is generally known as ‘the VIS Group’ comprising of 10 companies. The consolidated companies at 30 June 2025
are listed below: |
| List of companies consolidated at 30
June 2025 | |
Country | |
Relationship | |
Date
of Investment | |
% interest | | |
Consolidation method |
| VIS Global Pte.Ltd | |
Singapore | |
Subsidiary | |
12-Dec-12 | |
| 100.00 | % | |
Full consolidation |
| VISNET Global SDN. BHD. | |
Malaysia | |
Subsidiary | |
14-Aug-20 | |
| 100.00 | % | |
Full consolidation |
| VIS Network UK Ltd | |
UK | |
Subsidiary | |
8-Oct-21 | |
| 95.00 | % | |
Full consolidation |
| VIS Global Digital Solutions LLC | |
Oman | |
Subsidiary | |
4-Aug-22 | |
| 54.00 | % | |
Full consolidation |
| VIS Global INC | |
USA | |
Subsidiary | |
30-Nov-23 | |
| 95.00 | % | |
Full consolidation |
| Visnet Technologies LLC | |
Dubai | |
Subsidiary | |
29-Nov-23 | |
| 60.00 | % | |
Full consolidation |
| VIS Global Pty Ltd | |
Australia | |
Associate | |
31-Mar-19 | |
| 45.00 | % | |
Equity method |
| Merykh Technologies Private Limited | |
India | |
Associate | |
4-Feb-20 | |
| 25.00 | % | |
Equity method |
| SmarterHi Communications Private Limited | |
India | |
Associate | |
25-Jan-17 | |
| 20.05 | % | |
Equity method |
| Artiligent Solutions Private Limited | |
India | |
Associate | |
18-Jul-23 | |
| 30.00 | % | |
Equity method |
| List of companies consolidated at 30
June 2024 | |
Country | |
Relationship | |
Date
of Investment | |
% interest | | |
Consolidation method |
| VIS Global Pte.Ltd | |
Singapore | |
Subsidiary | |
12-Dec-12 | |
| 100.00 | % | |
Full consolidation |
| VISNET Global SDN. BHD. | |
Malaysia | |
Subsidiary | |
14-Aug-20 | |
| 100.00 | % | |
Full consolidation |
| VIS Network UK Ltd | |
UK | |
Subsidiary | |
8-Oct-21 | |
| 95.00 | % | |
Full consolidation |
| VIS Global Digital Solutions LLC | |
Oman | |
Subsidiary | |
4-Aug-22 | |
| 54.00 | % | |
Full consolidation |
| VIS Global INC | |
USA | |
Subsidiary | |
30-Nov-23 | |
| 95.00 | % | |
Full consolidation |
| Visnet Technologies LLC | |
Dubai | |
Subsidiary | |
29-Nov-23 | |
| 60.00 | % | |
Full consolidation |
| VIS Global Pty Ltd | |
Australia | |
Associate | |
31-Mar-19 | |
| 45.00 | % | |
Equity method |
| Merykh Technologies Private Limited | |
India | |
Associate | |
4-Feb-20 | |
| 25.00 | % | |
Equity method |
| SmarterHi Communications Private Limited | |
India | |
Associate | |
25-Jan-17 | |
| 20.05 | % | |
Equity method |
| Artiligent Solutions Private Limited | |
India | |
Associate | |
18-Jul-23 | |
| 30.00 | % | |
Equity method |
| 4 |
Segment Information |
| |
|
| |
(a) Business segment: |
| |
|
| |
The
Group’s business activity falls within a single business segment i.e. develop, maintain, assist,
establish, manage, operate business and technology consulting services and software development. Accordingly,
no further disclosures other than those already included in the financial statements are required under
IFRS 8 - ‘Operating Segments’ |
| |
(b) Geographical segments: |
| |
|
| |
The
Group’s secondary segments are the geographical distribution of its activities and they operate
in five principal geographical areas of the world, in India, Singapore, Malaysia, Oman and UK amongst
which India and Singapore are material reportable segments. The following table describes the secondary
segment information by geographical market of the group. |
| Revenue from operations (net) | |
For
the year ended 30
June 2025 | | |
For
the year ended | |
| India | |
| 50,289,726 | | |
| 47,830,119 | |
| Singapore | |
| 5,716,918 | | |
| 7,220,105 | |
| Dubai | |
| 2,813,091 | | |
| 329,511 | |
| USA | |
| 1,449,753 | | |
| 540,431 | |
| Trade receivables (net) | |
30 June
2025 | | |
30 June 2024 | |
| India | |
| 16,198,512 | | |
| 14,410,309 | |
| Singapore | |
| 2,509,489 | | |
| 1,869,981 | |
| Dubai | |
| 125,908 | | |
| 240,958 | |
| USA | |
| 558,074 | | |
| 112,232 | |
| Other assets | |
30 June
2025 | | |
30 June 2024 | |
| India | |
| 9,120,979 | | |
| 7,916,087 | |
| Singapore | |
| 283,042 | | |
| 507,269 | |
| Dubai | |
| 14,578 | | |
| 79,689 | |
| USA | |
| 73,014 | | |
| 180,882 | |
The
geographical segment information relating to revenue and trade receivables is disclosed based on the location of the customers and relating
to other assets is disclosed based on the location of the assets.
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 5 | (a)
Disaggregation of revenue from contracts with customers |
| Particulars | |
For
the year ended 30
June 2025 | | |
For
the year ended 30
June 2024 | |
| External Revenue by Service line | |
| | | |
| | |
| Sale of products | |
| 28,615,321 | | |
| 23,703,751 | |
| Subscription of products | |
| 185,088 | | |
| 229,954 | |
| Sale/subscription of licenses | |
| 6,245,317 | | |
| 3,987,219 | |
| Revenue from annual maintenance charges (“AMC”) | |
| 12,041,336 | | |
| 15,494,915 | |
| Manpower and Staffing support services | |
| 14,893,305 | | |
| 12,157,482 | |
| | |
| 61,980,366 | | |
| 55,573,321 | |
| | |
| | | |
| | |
| External Revenue by timing of revenue | |
| 34,860,638 | | |
| 27,690,970 | |
| At a point in time | |
| 27,119,728 | | |
| 27,882,352 | |
| Over time | |
| 61,980,366 | | |
| 55,573,321 | |
| |
Refer Note 4 for the geographical wise revenue from the
customers |
| |
|
| |
(b) Assets and liabilities related
to contracts with customers |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Current |
| Contract assets | |
| 707,106 | | |
| 636,357 | |
| Total contract assets | |
| 707,106 | | |
| 636,357 | |
| | |
| | | |
| | |
| Current: | |
| | | |
| | |
| Contract liabilities | |
| 4,935,372 | | |
| 2,576,692 | |
| Total contract liabilities | |
| 4,935,372 | | |
| 2,576,692 | |
Notes
to revenue from contract with customers
(i)
Significant changes in contract assets and liabilities
Reasons
for changes in Contract asset
Contract
assets have increased as the group has provided services ahead of the agreed payment schedules for fixed-price contracts.
Reasons
for changes in Contract liabilities
Contract
liabilities has decreased as the group’s practice of billing to its customers in advance for the obligations to be performed is
reduced compared to the PY
(ii)
Adjustment to contracts price
There
are no adjustments to the contracts price.
(iii) Revenue recognised
in relation to contract liabilities
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| At the beginning of the year | |
| 2,576,692 | | |
| 5,067,908 | |
| Revenue reocgnised during the year | |
| (2,576,692 | ) | |
| (5,067,908 | ) |
| Liability recognised during the year | |
| 4,935,372 | | |
| 2,576,692 | |
| | |
| 4,935,372 | | |
| 2,576,692 | |
Note: The contract
liability represents the advance billing to the customer towards performance obligations unfulfilled as at the reporting date. Management
expects that these performance obligations will be met in due course as per the terms of the contract entered with the customers.
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 6 | Breakdown of expenses by nature |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Cost of products sold | |
| 24,001,741 | | |
| 18,902,956 | |
| Cost of licenses sold | |
| 6,746,049 | | |
| 4,048,486 | |
| AMC support services | |
| 1,028,849 | | |
| 5,890,912 | |
| Technical support services | |
| 9,407,493 | | |
| 6,409,283 | |
| Employee benefits expenses | |
| 11,908,345 | | |
| 10,924,998 | |
| Depreciation and amortization | |
| 477,922 | | |
| 626,691 | |
| Distribution expenses | |
| 267,398 | | |
| 372,789 | |
| Other expenses | |
| 5,601,941 | | |
| 4,385,046 | |
| Total cost of sales, distribution cost and administrative expenses | |
| 59,439,738 | | |
| 51,561,162 | |
| | |
| | | |
| | |
| Cost of sales | |
| 41,184,132 | | |
| 35,251,638 | |
| Distribution costs | |
| 267,398 | | |
| 372,789 | |
| Administrative expenses | |
| 17,988,208 | | |
| 15,936,735 | |
| | |
| 59,439,738 | | |
| 51,561,162 | |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Liabilities/provision no longer required written off | |
| - | | |
| 3,788 | |
| Interest income on income tax refund | |
| 59,280 | | |
| - | |
| Profit on derecognition | |
| - | | |
| 1,973 | |
| Other non-operating income | |
| 242,493 | | |
| 306,810 | |
| | |
| 301,773 | | |
| 312,572 | |
| 8 | Other gains/(losses) –
net |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Net gain/(loss) on disposal of property, plant and equipment | |
| 1,319 | | |
| - | |
| Net fair value gain/(loss) on financial assets at fair value through profit or loss | |
| (87 | ) | |
| 228,536 | |
| Gain on sale of investments | |
| 580 | | |
| 25,353 | |
| Net foreign exchange gain/(loss) | |
| (7,073 | ) | |
| (15,461 | ) |
| | |
| (5,261 | ) | |
| 238,428 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 9 | Finance Income and costs |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Interest income on unwinding of security deposits | |
| 1,448 | | |
| 1,741 | |
| Interest income on term deposits | |
| 117,003 | | |
| 107,708 | |
| | |
| 118,451 | | |
| 109,449 | |
| | |
| | | |
| | |
| Finance Costs | |
| | | |
| | |
| Interest on lease liabilities | |
| 11,075 | | |
| 11,657 | |
| Interest and finance charges paid/payable for financial liabilities not at fair value through profit or loss | |
| 343,929 | | |
| 432,120 | |
| Bank charges | |
| 61,238 | | |
| 77,980 | |
| Finance costs expensed | |
| 416,242 | | |
| 521,756 | |
| Net finance costs | |
| (297,791 | ) | |
| (412,307 | ) |
| 10 | Profit share in associates |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Share of profit/(loss) in associates | |
| (38,665 | ) | |
| (170,476 | ) |
| | |
| (38,665 | ) | |
| (170,476 | ) |
| 11 | (a) Income tax expenses |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Amounts recognised in the consolidated income statement | |
| | | |
| | |
| Current tax expense | |
| | | |
| | |
| Current year | |
| 657,655 | | |
| 1,465,432 | |
| Adjustments for prior years | |
| - | | |
| - | |
| Current tax expense | |
| 657,655 | | |
| 1,465,432 | |
| (b) Deferred tax (credit)/ expense |
| |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Origination and reversal of temporary differences | |
| (51,566 | ) | |
| (103,557 | ) |
| Deferred tax (credit)/ expense | |
| (51,566 | ) | |
| (103,557 | ) |
| Total Income tax expense | |
| 606,089 | | |
| 1,361,875 | |
| | |
| | | |
| | |
| Amounts recognised in the consolidated statement of other comprehensive income |
| Deferred tax (credit)/expense on actuarial gains/losses on retirement benefits | |
| (387 | ) | |
| (2,332 | ) |
| Deferred tax credit on change in fair value of cash flow hedges | |
| (17,619 | ) | |
| 8,061 | |
| Deferred tax credit on rate changes | |
| 3,374 | | |
| 5,891 | |
| Deferred tax (credit)/ expense (OCI) | |
| (14,632 | ) | |
| 11,620 | |
| Total tax expense | |
| 591,457 | | |
| 1,373,495 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| (c ) Reconciliation of effective tax rate: | |
| | |
| |
| | |
| | |
| |
| Particulars | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Profit/ (loss) for the year | |
| 1,909,227 | | |
| 2,606,882 | |
| Total income tax expense | |
| 591,457 | | |
| 1,373,495 | |
| Profit/(loss) before tax | |
| 2,500,684 | | |
| 3,980,377 | |
| Income tax expense/(credit) using the tax rates applicable to individual entities of 25.168% (2024: 25.168 | |
| 629,372 | | |
| 1,001,781 | |
| Non-deductible expenses | |
| - | | |
| - | |
| Items charged to tax at other rates | |
| (18,410 | ) | |
| 440,858 | |
| Tax impact of gratuity re-measurement through other comprehensive income | |
| 14,631.72 | | |
| (11,234 | ) |
| Tax on share of profit of equity accounted investments | |
| 9,731 | | |
| 42,905 | |
| Foreign currency and other changes | |
| (43,867 | ) | |
| (100,815 | ) |
| Total income tax expense | |
| 591,457 | | |
| 1,373,495 | |
| (d) Deferred tax assets and liabilities | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| |
| Significant components of deferred tax assets and liabilities for the year ended 30 June 2025 are as follows: |
| |
Particulars | |
Opening Balance | | |
Recognised in profit or loss | | |
Recognised in other comprehensive income | | |
Foreign exchange | | |
Closing Balance | |
| Deferred tax assets | |
| | | |
| | | |
| | | |
| | | |
| | |
| Property, plant & equipment | |
| 141,105 | | |
| 41,081 | | |
| - | | |
| (4,186 | ) | |
| 178,000 | |
| Lease liability | |
| 34,732 | | |
| 11,080 | | |
| - | | |
| (1,043 | ) | |
| 44,770 | |
| Compensated absence and retirement benefits | |
| 122,086 | | |
| 25,590 | | |
| (14,632 | ) | |
| (3,300 | ) | |
| 129,744 | |
| Expenses deductible in future periods | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Tax loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Others | |
| 34,509 | | |
| 20,703 | | |
| - | | |
| (1,535 | ) | |
| 53,678 | |
| Total deferred tax asset | |
| 332,432 | | |
| 98,455 | | |
| (14,632 | ) | |
| (10,064 | ) | |
| 406,191 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
| FVTPL Investments | |
| (40,095 | ) | |
| (134 | ) | |
| - | | |
| 1,038 | | |
| (39,191 | ) |
| Right of use assets | |
| (32,551 | ) | |
| (11,395 | ) | |
| - | | |
| 991 | | |
| (42,956 | ) |
| Total deferred tax liability | |
| (72,646 | ) | |
| (11,530 | ) | |
| - | | |
| 2,029 | | |
| (82,147 | ) |
| Significant components of deferred tax assets and liabilities for the year ended 30 June 2024 are as follows: |
| |
Particulars | |
Opening Balance | | |
Recognised in profit or loss | | |
Recognised in other comprehensive income | | |
Foreign exchange | | |
Closing Balance | |
| Deferred tax assets | |
| | | |
| | | |
| | | |
| | | |
| | |
| Property, plant & equipment | |
| 16,179 | | |
| 126,235 | | |
| - | | |
| (1,310 | ) | |
| 141,105 | |
| Lease liability | |
| 31,239 | | |
| 4,039 | | |
| - | | |
| (546 | ) | |
| 34,732 | |
| FVTPL Investments | |
| 17,230 | | |
| (57,518 | ) | |
| - | | |
| 193 | | |
| (40,095 | ) |
| Compensated absence and retirement benefits | |
| 88,515 | | |
| 24,082 | | |
| 11,234 | | |
| (1,744 | ) | |
| 122,086 | |
| Expenses deductible in future periods | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Tax loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Others | |
| 26 | | |
| (5 | ) | |
| - | | |
| 34,488 | | |
| 34,509 | |
| Total deferred tax asset | |
| 153,188 | | |
| 96,833 | | |
| 11,234 | | |
| 31,081 | | |
| 292,337 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
| Right of use assets | |
| (28,158 | ) | |
| (4,896 | ) | |
| - | | |
| 502 | | |
| (32,551 | ) |
| Total deferred tax liability | |
| (28,158 | ) | |
| (4,896 | ) | |
| - | | |
| 502 | | |
| (32,551 | ) |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Presented as deferred tax asset* | |
| 324,044 | | |
| 259,785 | |
| Presented as deferred tax liability* | |
| - | | |
| - | |
*For balance sheet presentation
purposes, deferred tax assets and deferred tax liabilities are offset to the extent that they relate to the same taxation authority and
are expected to be settled on a net basis.
All
deferred tax assets and deferred tax liabilities at 30 June 2025, 30 June 2024 are presented as non-current.
| | |
For the year ended | | |
For the year ended | |
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| Profit attributable to the ordinary equity holders of the company | |
| 1,993,711 | | |
| 2,762,643 | |
| Weighted average number of ordinary shares | |
| 4,045,080 | | |
| 4,045,080 | |
| | |
| | | |
| | |
| Basic earnings per share | |
| 0.49 | | |
| 0.68 | |
| Diluted earnings per share | |
| 0.49 | | |
| 0.68 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 13 | Property, plant and equipment |
| Particulars | |
Buildings | | |
Furniture, fittings and equipment | | |
Computer and computer equipments | | |
Machinery and vehicles | | |
Land | | |
CWIP | | |
Total | |
| Gross amount (refer note below) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| At 30 June 2023 | |
| 1,285,758 | | |
| 361,038 | | |
| 210,359 | | |
| 713,799 | | |
| 4,736,022 | | |
| - | | |
| 7,306,975 | |
| Additions | |
| 37,899 | | |
| 70,357 | | |
| 70,315 | | |
| 48,140 | | |
| - | | |
| - | | |
| 226,712 | |
| Disposals | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Capitalised during the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| (21,095 | ) | |
| (5,520 | ) | |
| (3,182 | ) | |
| (11,711 | ) | |
| (77,703 | ) | |
| - | | |
| (119,212 | ) |
| At 30 June 2024 | |
| 1,302,562 | | |
| 425,876 | | |
| 277,492 | | |
| 750,227 | | |
| 4,658,318 | | |
| - | | |
| 7,414,475 | |
| Additions | |
| 28,296 | | |
| 63,882 | | |
| 49,170 | | |
| - | | |
| - | | |
| - | | |
| 141,348 | |
| Disposals | |
| - | | |
| (504 | ) | |
| - | | |
| (3,091 | ) | |
| - | | |
| - | | |
| (3,595 | ) |
| Capitalised during the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| (34,409 | ) | |
| (11,945 | ) | |
| (7,223 | ) | |
| (19,317 | ) | |
| (120,440 | ) | |
| - | | |
| (193,334 | ) |
| At 30 June 2025 | |
| 1,296,449 | | |
| 477,308 | | |
| 319,439 | | |
| 727,819 | | |
| 4,537,878 | | |
| - | | |
| 7,358,894 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accumulated depreciation (refer note below) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| At 30 June 2023 | |
| 55,948 | | |
| 120,945 | | |
| 101,102 | | |
| 216,109 | | |
| - | | |
| - | | |
| 494,104 | |
| Charge for the year | |
| 117,430 | | |
| 77,964 | | |
| 94,187 | | |
| 154,778 | | |
| - | | |
| - | | |
| 444,359 | |
| Eliminated on disposals | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| (1,759 | ) | |
| (4,074 | ) | |
| (2,174 | ) | |
| (4,826 | ) | |
| - | | |
| - | | |
| (12,833 | ) |
| At 30 June 2024 | |
| 171,618 | | |
| 194,835 | | |
| 193,115 | | |
| 366,062 | | |
| - | | |
| - | | |
| 925,631 | |
| Charge for the year | |
| 107,662 | | |
| 68,294 | | |
| 60,741 | | |
| 116,881 | | |
| - | | |
| - | | |
| 353,578 | |
| Eliminated on disposals | |
| - | | |
| (436 | ) | |
| - | | |
| (2,460 | ) | |
| - | | |
| - | | |
| (2,896 | ) |
| Exchange difference | |
| (6,370 | ) | |
| (4,267 | ) | |
| (4,348 | ) | |
| (11,098 | ) | |
| - | | |
| - | | |
| (26,084 | ) |
| At 30 June 2025 | |
| 272,910 | | |
| 258,426 | | |
| 249,508 | | |
| 469,386 | | |
| - | | |
| - | | |
| 1,250,230 | |
Carrying amount | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| At 30 June 2024 | |
| 1,130,944 | | |
| 231,040 | | |
| 84,377 | | |
| 384,165 | | |
| 4,658,318 | | |
| - | | |
| 6,488,844 | |
| At 30 June 2025 | |
| 1,023,539 | | |
| 218,882 | | |
| 69,931 | | |
| 258,434 | | |
| 4,537,878 | | |
| - | | |
| 6,108,664 | |
| |
Notes: |
| |
|
| |
1. On transition to IFRS, the Group has elected to continue with the
carrying value of all of its property, plant and equipment as at 1 July 2021 measured as per the previous GAAP and use that carrying
value as the deemed cost of the property, plant and equipment. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| Particulars | |
Goodwill | | |
Internally generated software | | |
Total | |
| Gross amount (refer note below) | |
| | | |
| | | |
| | |
| At 30 June 2023 | |
| 92,813 | | |
| 486,052 | | |
| 578,865 | |
| Additions | |
| - | | |
| 7,911 | | |
| 7,911 | |
| Disposals | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| (31,439 | ) | |
| (31,439 | ) |
| At 30 June 2024 | |
| 92,813 | | |
| 462,524 | | |
| 555,337 | |
| Additions | |
| - | | |
| 640,805 | | |
| 640,805 | |
| Disposals | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| (25,132 | ) | |
| (25,132 | ) |
| At 30 June 2025 | |
| 92,813 | | |
| 1,078,197 | | |
| 1,171,010 | |
| | |
| | | |
| | | |
| | |
| Accumulated depreciation (refer note below) |
| At 30 June 2023 | |
| - | | |
| 88,020 | | |
| 88,020 | |
| Amortisation charge | |
| - | | |
| 93,706 | | |
| 93,706 | |
| Eliminated on disposals | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| (5,717 | ) | |
| (5,717 | ) |
| At 30 June 2024 | |
| - | | |
| 176,010 | | |
| 176,010 | |
| Amortisation charge | |
| - | | |
| 51,093 | | |
| 51,093 | |
| Eliminated on disposals | |
| - | | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| (2,321 | ) | |
| (2,321 | ) |
| At 30 June 2025 | |
| - | | |
| 224,782 | | |
| 224,782 | |
| | |
| | | |
| | | |
| | |
| Carrying amount |
| At 30 June 2024 | |
| 92,813 | | |
| 286,515 | | |
| 379,327 | |
| At 30 June 2025 | |
| 92,813 | | |
| 853,415 | | |
| 946,228 | |
| |
Notes: |
| |
|
| |
1. On transition to IFRS, the Group has elected to continue with the
carrying value of all of its intangible assets as at 1 July 2021 measured as per the previous GAAP and use that carrying value as
the deemed cost of the property, plant and equipment. |
| |
|
| |
2. Internally generated intangible assets include cost incurred for development
of software. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 14A | Intangible assets Under Development |
| Particulars | |
Intangible assets Under Development | | |
Total | |
| Gross amount (refer note below) | |
| | | |
| | |
| At 30 June 2023 | |
| - | | |
| - | |
| Additions | |
| 417,090 | | |
| 417,090 | |
| Disposals | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| - | |
| At 30 June 2024 | |
| 417,090 | | |
| 417,090 | |
| Additions | |
| - | | |
| - | |
| Disposals | |
| - | | |
| - | |
| Exchange difference | |
| (10,784 | ) | |
| (10,784 | ) |
| At 30 June 2025 | |
| 406,306 | | |
| 406,306 | |
| | |
| | | |
| | |
| Accumulated depreciation (refer note below) |
| At 30 June 2023 | |
| - | | |
| - | |
| Amortisation charge | |
| - | | |
| - | |
| Eliminated on disposals | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| - | |
| At 30 June 2024 | |
| - | | |
| - | |
| Amortisation charge | |
| - | | |
| - | |
| Eliminated on disposals | |
| - | | |
| - | |
| Exchange difference | |
| - | | |
| - | |
| At 30 June 2025 | |
| - | | |
| - | |
| | |
| | | |
| | |
| Carrying amount |
| At 30 June 2024 | |
| 417,090 | | |
| 417,090 | |
| At 30 June 2025 | |
| 406,306 | | |
| 406,306 | |
| |
Notes: |
| |
|
| |
1. On transition to IFRS, the Group has elected
to continue with the carrying value of all of its intangible assets as at 1 July 2021 measured as per the previous GAAP and use that
carrying value as the deemed cost of the property, plant and equipment. |
| |
|
| |
2. Internally generated intangible assets include cost incurred for development
of software. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| |
As at | | |
As at | |
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| | |
| | |
| |
| Inventory | |
| 3,208,951 | | |
| 4,076,638 | |
| | |
| 3,208,951 | | |
| 4,076,638 | |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Current | |
| | | |
| | |
| Trade receivables from contracts with customers | |
| 18,401,256 | | |
| 16,228,908 | |
| Less : Loss allowance (Refer note below) | |
| (30,245 | ) | |
| (18,433 | ) |
| | |
| 18,371,012 | | |
| 16,210,475 | |
| |
Note: |
| |
|
| |
The Group adopted simplified expected credit loss method to assess the
provisioning for receivables. As at the reporting date the receivables due are more than one year. Hence, loss allowance was recorded
as at the reporting date. Further, the group regularly monitors the credit worthiness of its customers and did not identify any customers
whose credit worthiness is impaired. |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Investments accounted under equity method | |
| | | |
| | |
| Investments in Associates | |
| 1,006,742 | | |
| 921,887 | |
| Add : Share of profit for the year | |
| 38,665 | | |
| 170,476 | |
| Less : Impairment loss on investment | |
| - | | |
| - | |
| Closing investment in associates | |
| 1,045,406 | | |
| 1,092,362 | |
| | |
| | | |
| | |
| Other current financial assets | |
| | | |
| | |
| Financial assets at fair value through profit or loss | |
| 28,626 | | |
| 29,566 | |
| Investments in securities (quoted) | |
| 671,940 | | |
| 534,524 | |
| Investments in Mutual funds (quoted) | |
| 700,566 | | |
| 564,091 | |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Non current financial assets at amortised cost | |
| | | |
| | |
| Security deposits | |
| 47,357 | | |
| 55,671 | |
| | |
| 47,357 | | |
| 55,671 | |
| Current financial assets at amortised cost | |
| | | |
| | |
| Security deposits | |
| 17,493 | | |
| 7,161 | |
| Balances other than cash and cash equivalents | |
| 1,563,033 | | |
| 1,425,155 | |
| | |
| 1,580,526 | | |
| 1,432,316 | |
| Amounts recognised in profit or loss |
| |
| Particulars | |
As at 30 June 2025 | | |
For the year ended | |
| Fair value gains (losses) on financial insturments at FVPL recognised in other gains/(losses) (Refer note 8) | |
| (87 | ) | |
| 228,536 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 19 | Cash and cash equivalents |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Cash at bank | |
| 2,803,883 | | |
| 2,812,672 | |
| Cash in hand | |
| 2,174 | | |
| 2,046 | |
| | |
| 2,806,056 | | |
| 2,814,719 | |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Other non-current assets | |
| | | |
| | |
| Prepayments-NC | |
| 140,308 | | |
| 85,049 | |
| | |
| 140,308 | | |
| 85,049 | |
| | |
| | | |
| | |
| Other current assets | |
| | | |
| | |
| Prepayments-C | |
| 6,829,403 | | |
| 6,067,279 | |
| Other receivables | |
| 2,363,946 | | |
| 2,654,009 | |
| | |
| 9,193,349 | | |
| 8,721,288 | |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Current tax assets | |
| 2,598 | | |
| 808,148 | |
| | |
| 2,598 | | |
| 808,148 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 22 |
Leases |
| |
|
| |
(i) Amounts recognised in the statement of financial position |
| |
|
| |
Right-of-use assets |
| Particulars | |
Buildings | | |
Total | |
| Gross block | |
| | | |
| | |
| At 30 June 2023 | |
| 253,622 | | |
| 253,622 | |
| Additions | |
| 127,079 | | |
| 127,079 | |
| Exchange differences | |
| (5,002 | ) | |
| (5,002 | ) |
| Deletions | |
| (19,149 | ) | |
| (19,149 | ) |
| At 30 June 2024 | |
| 356,550 | | |
| 356,550 | |
| Additions | |
| 118,527 | | |
| 118,527 | |
| Exchange differences | |
| 4,010 | | |
| 4,010 | |
| Deletions | |
| (14,781 | ) | |
| (14,781 | ) |
| At 30 June 2025 | |
| 464,307 | | |
| 464,307 | |
| | |
| | | |
| | |
| Accumulated depreciation |
| At 30 June 2023 | |
| 141,743 | | |
| 141,743 | |
| Charge for the year | |
| 88,528 | | |
| 88,528 | |
| Exchange differences | |
| (3,058 | ) | |
| (3,058 | ) |
| Deletions | |
| | | |
| - | |
| At 30 June 2024 | |
| 227,213 | | |
| 227,213 | |
| Charge for the year | |
| 73,251 | | |
| 73,251 | |
| Exchange differences | |
| 7,947 | | |
| 7,947 | |
| Deletions | |
| (14,781 | ) | |
| (14,781 | ) |
| At 30 June 2025 | |
| 293,630 | | |
| 293,630 | |
| | |
| | | |
| | |
| Carrying amount |
| At 30 June 2024 | |
| 129,336 | | |
| 129,336 | |
| At 30 June 2025 | |
| 170,677 | | |
| 170,677 | |
| Lease liabilities | |
| | |
| |
| | |
| | |
| |
| |
As at | | |
As at | |
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| | |
| | |
| |
| Current | |
| 33,353 | | |
| 65,024 | |
| Non-current | |
| 144,530 | | |
| 72,978 | |
| | |
| 177,883 | | |
| 138,002 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 22 |
Leases (Continued) |
| |
|
| |
(ii) Amounts recognised in the statement
of profit or loss |
| Particulars | |
Notes | |
For the year ended 30 June 2025 | | |
For the year ended 30 June 2024 | |
| Depreciation charge of right-of-use assets | |
6 | |
| (73,251 | ) | |
| (88,528 | ) |
| Interest expense (included in finance cost) | |
9 | |
| (11,075 | ) | |
| (11,657 | ) |
Expense relating to short-term leases (included in administrative
expenses) | |
6 | |
| 173,574 | | |
| 153,973 | |
Expense relating to leases of low-value assets that are not shown
above as short-term leases (included in administrative expenses) | |
6 | |
| 320 | | |
| - | |
Expense relating to variable lease payments not included in lease
liabilities (included in administrative expenses) | |
6 | |
| - | | |
| - | |
The total cash outflow
for leases during the period 30 June 2025 and 30 June 2024 are USD 85,785 and USD 101,791 respectively.
| The maturity analysis of
the contractual undiscounted cash flows is as follows: |
| |
As at | | |
As at | |
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| | |
| | |
| |
| Less than 1 year | |
| 47,700 | | |
| 64,468 | |
| 1 - 2 years | |
| 42,859 | | |
| 20,014 | |
| 2-5 years | |
| 128,596 | | |
| 46,248 | |
| Over 5 years | |
| - | | |
| 13,215 | |
| Total | |
| 219,155 | | |
| 143,945 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Non-current | |
| | | |
| | |
| Secured | |
| | | |
| | |
| Term loans from bank | |
| 2,138,482 | | |
| 2,462,254 | |
| Other borrowings | |
| 10,274 | | |
| 18,185 | |
| | |
| 2,148,756 | | |
| 2,480,439 | |
| | |
| | | |
| | |
| Current | |
| | | |
| | |
| Secured | |
| 545 | | |
| - | |
| Bank overdraft | |
| 2,554,175 | | |
| 2,028,984 | |
| Other Short term borrowings | |
| 267,552 | | |
| 292,139 | |
| | |
| 2,822,271 | | |
| 2,321,122 | |
| 24 | Trade and other payables |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Current liabilities | |
| | | |
| | |
| Trade payables | |
| 11,166,910 | | |
| 15,134,579 | |
| Payroll taxes and other statutory liabilities | |
| 512,523 | | |
| 326,757 | |
| Salaries and bonus payable | |
| 512,513 | | |
| 662,572 | |
| Other payables | |
| 139,317 | | |
| 102,204 | |
| | |
| 12,331,263 | | |
| 16,226,113 | |
| 25 | Employee benefit obligations |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Non-current | |
| | | |
| | |
| Defined benefit plans: | |
| | | |
| | |
| - Defined pension benefits | |
| 393,951 | | |
| 465,116 | |
| | |
| 393,951 | | |
| 465,116 | |
| Current | |
| | | |
| | |
| Defined benefit plans: | |
| | | |
| | |
| - Defined pension benefits | |
| 144,058 | | |
| 28,555 | |
| | |
| 144,058 | | |
| 28,555 | |
| 26 | Current tax liabilities |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Income tax payable | |
| 2,216,612 | | |
| 1,483,891 | |
| | |
| 2,216,612 | | |
| 1,483,891 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| (a) Share capital | |
| |
| | |
| | |
| | |
| |
| | |
| |
| | |
| | |
| | |
| |
| | |
| |
As at | | |
As at | |
| | |
| |
30 June 2025 | | |
30 June 2024 | |
| Particulars | |
Notes | |
Shares | | |
Amount | | |
Shares | | |
Amount | |
| Ordinary shares | |
| |
| | |
| | |
| | |
| |
| Authorised, issued and fully paid | |
| |
| 4,045,080 | | |
| 544,063 | | |
| 4,045,080 | | |
| 544,063 | |
| | |
| |
| 4,045,080 | | |
| 544,063 | | |
| 4,045,080 | | |
| 544,063 | |
| (i) Movements in ordinary shares |
| |
| Particulars | |
Number of shares | | |
Par value | | |
Total | |
| Balance 30 June 2023 | |
| 4,045,080 | | |
| 10 | | |
| 544,063 | |
| Changes during the year | |
| - | | |
| - | | |
| - | |
| Balance 30 June 2024 | |
| 4,045,080 | | |
| 10 | | |
| 544,063 | |
| Changes during the year | |
| - | | |
| - | | |
| - | |
| Balance 30 June 2025 | |
| 4,045,080 | | |
| 10 | | |
| 544,063 | |
| 27(b) |
The
group has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares
is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.
In the event of
liquidation of the group, the holders of equity shares will be entitled to receive remaining assets of the group, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. |
| Particulars | |
Notes | |
Remeasurement of defined benefit plans | | |
Capital reserve | | |
Legal Reserve | | |
Foreign currency
translation reserve | | |
Total | |
| At 1 July 2023 | |
| |
| (15,384 | ) | |
| 56,370 | | |
| 2,864 | | |
| (1,259,045 | ) | |
| (1,215,196 | ) |
| Depreciation transfer – gross | |
| |
| | | |
| | | |
| | | |
| - | | |
| - | |
| Remeasurements of post-employment benefit | |
| |
| (33,402 | ) | |
| - | | |
| - | | |
| - | | |
| (33,402 | ) |
| Currency translation differences | |
| |
| - | | |
| - | | |
| - | | |
| (428,171 | ) | |
| (428,171 | ) |
| Addition to legal reserve | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| At 30 June 2024 | |
| |
| (48,786 | ) | |
| 56,370 | | |
| 2,864 | | |
| (1,687,216 | ) | |
| (1,676,769 | ) |
Particulars | |
Notes | |
Remeasurement of defined benefit plans | | |
Capital reserve | | |
Legal Reserve | | |
Foreign currency translation reserve | | |
Total | |
| At 1 July 2024 | |
| |
| (48,786 | ) | |
| 56,370 | | |
| 2,864 | | |
| (1,687,216 | ) | |
| (1,676,769 | ) |
| Depreciation transfer – gross | |
| |
| | | |
| - | | |
| - | | |
| - | | |
| - | |
| Remeasurements of post-employment benefit | |
| |
| 43,504 | | |
| - | | |
| - | | |
| - | | |
| 43,504 | |
| Currency translation differences | |
| |
| - | | |
| - | | |
| - | | |
| 184,690 | | |
| 184,690 | |
| Addition to legal reserve | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| At 30 June 2025 | |
| |
| (5,282 | ) | |
| 56,370 | | |
| 2,864 | | |
| (1,502,527 | ) | |
| (1,448,575 | ) |
| 27(d) |
Retained earnings |
| |
|
| |
Movements in retained earnings were as
follows: |
| Particulars | |
As at 30 June 2025 | | |
As at 30 June 2024 | |
| Opening Balance | |
| 19,669,845 | | |
| 16,907,202 | |
| Net profit for the period | |
| 1,993,711 | | |
| 2,762,643 | |
| Closing Balance | |
| 21,663,556 | | |
| 19,669,845 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 28 |
Employee benefit obligations |
| |
|
| |
(i) Defined benefit pension plans |
| |
|
| |
Amounts recognised in the statement
of financial position |
| Particulars | |
Present value of obligation | | |
Fair value of plan assets | | |
Total | |
| As at 1 July 2023 | |
| 483,854 | | |
| 126,828 | | |
| 357,026 | |
| Current service cost | |
| 115,539 | | |
| - | | |
| 115,539 | |
| Interest expense/(income) | |
| 33,931 | | |
| 9,612 | | |
| 24,319 | |
| Total amount recognised in profit or loss | |
| 149,470 | | |
| 9,612 | | |
| 139,857 | |
| Remeasurements | |
| | | |
| | | |
| | |
| Return on plan assets, excluding amounts included in interest (income) | |
| (9,265 | ) | |
| - | | |
| (9,265 | ) |
| (Gain)/Loss due to Experience on defined benefit obligation | |
| 32,027 | | |
| - | | |
| 32,027 | |
| Loss from change in financial assumptions | |
| 23,408 | | |
| - | | |
| 23,408 | |
| Total amount recognised in other comprehensive income | |
| 46,170 | | |
| - | | |
| 46,170 | |
| Exchange differences | |
| (44,850 | ) | |
| 13,676 | | |
| (58,527 | ) |
| As at 30 June 2024 | |
| 634,644 | | |
| 150,117 | | |
| 484,527 | |
| | |
| | | |
| | | |
| | |
| As at 1 July 2024 | |
| 634,644 | | |
| 150,117 | | |
| 484,527 | |
| Current service cost | |
| 118,879 | | |
| | | |
| 118,879 | |
| Interest expense/(income) | |
| 43,906 | | |
| 11,402 | | |
| 32,504 | |
| Total amount recognised in profit or loss | |
| 162,785 | | |
| 11,402 | | |
| 151,383 | |
| Remeasurements | |
| | | |
| | | |
| | |
| Return on plan assets, excluding amounts included in interest (income) | |
| (1,538 | ) | |
| - | | |
| (1,538 | ) |
| (Gain)/Loss due to Experience on defined benefit obligation | |
| (70,004 | ) | |
| - | | |
| (70,004 | ) |
| Loss from change in financial assumptions | |
| 13,405 | | |
| - | | |
| 13,405 | |
| Total amount recognised in other comprehensive income | |
| (58,136 | ) | |
| - | | |
| (58,136 | ) |
| Benefits paid/Contributions to plan assets | |
| (27,561 | ) | |
| 22,146 | | |
| (49,707 | ) |
| Exchange differences | |
| (15,358 | ) | |
| (2,803 | ) | |
| (12,555 | ) |
| As at 30 June 2025 | |
| 696,374 | | |
| 180,862 | | |
| 515,512 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 28 | Employee benefit obligations
(Continued) |
The net liability disclosed
above relates to funded and unfunded plans as follows:
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| Present value of funded obligations | |
| 180,862 | | |
| 150,117 | |
| Present value of unfunded obligations | |
| 515,512 | | |
| 484,527 | |
| Total deficit of defined benefit pension plans | |
| 696,374 | | |
| 634,644 | |
| |
(ii) Post-employment benefits |
| |
|
| |
The significant actuarial assumptions
were as follows: |
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| Discount rate | |
| 7.01 | % | |
| 7.16 | % |
| Salary growth rate | |
| 7.00 | % | |
| 7.00 | % |
| Attrition rate | |
| 5.00 | % | |
| 5.00 | % |
| Mortality rate | |
| Indian Assured | | |
| Indian Assured | |
| | |
| Lives Mortality (2012-14) | | |
| Lives Mortality (2012-14) | |
| |
(iii) Defined benefit liability and employer contributions |
| |
|
| |
The weighted average duration of the
defined benefit obligation is 15.61 years (30 June 2024 – 15.49 years). The expected maturity analysis of undiscounted pension
is as follows: |
| Particulars | |
Less than a year | | |
Between 1–2 years | | |
Between 2–5 years | | |
Over 5 years | | |
Total | |
| 30 June 2025 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Defined benefit obligation | |
| 30,473 | | |
| 34,090 | | |
| 103,557 | | |
| 1,737,720 | | |
| 1,905,842 | |
| | |
| 30,473 | | |
| 34,090 | | |
| 103,557 | | |
| 1,737,720 | | |
| 1,905,842 | |
| 30 June 2024 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Defined benefit obligation | |
| 30,063 | | |
| 30,325 | | |
| 103,245 | | |
| 1,629,907 | | |
| 1,793,540 | |
| | |
| 30,063 | | |
| 30,325 | | |
| 103,245 | | |
| 1,629,907 | | |
| 1,793,540 | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 29 |
Commitments and Contingent liabilities |
| |
|
| |
There are no Commitments and Contingent liabilities as on the date
30 June 2025 and 30 June 2024. |
| 30 | Financial instruments - Recognised
fair value measurements |
| Particulars | |
Amortised cost | | |
FVTPL | | |
FVOCI | | |
Total | |
| At 30 June 2025 | |
| | | |
| | | |
| | | |
| | |
| Financial assets | |
| | | |
| | | |
| | | |
| | |
| Trade and other receivables | |
| 19,078,117 | | |
| - | | |
| - | | |
| 19,078,117 | |
| Cash and cash equivalents | |
| 2,806,056 | | |
| - | | |
| - | | |
| 2,806,056 | |
| Security Deposits | |
| 64,849 | | |
| - | | |
| - | | |
| 64,849 | |
| Bank balances other than above | |
| 1,563,033 | | |
| - | | |
| - | | |
| 1,563,033 | |
| Investments in associates | |
| 1,045,406 | | |
| - | | |
| - | | |
| 1,045,406 | |
| Investments in securities | |
| - | | |
| 700,566 | | |
| | | |
| 700,566 | |
| Financial liabilities | |
| | | |
| | | |
| | | |
| | |
| Trade and other payables | |
| 12,725,214 | | |
| - | | |
| - | | |
| 12,725,214 | |
| Borrowings | |
| 4,971,027 | | |
| - | | |
| - | | |
| 4,971,027 | |
| Lease liabilities | |
| 177,883 | | |
| - | | |
| - | | |
| 177,883 | |
| | |
| | | |
| | | |
| | | |
| | |
| At 30 June 2024 | |
| | | |
| | | |
| | | |
| | |
| Financial assets | |
| | | |
| | | |
| | | |
| | |
| Trade and other receivables | |
| 16,846,832 | | |
| - | | |
| - | | |
| 16,846,832 | |
| Cash and cash equivalents | |
| 2,814,719 | | |
| - | | |
| - | | |
| 2,814,719 | |
| Security Deposits | |
| 62,832 | | |
| - | | |
| - | | |
| 62,832 | |
| Bank balances other than above | |
| 1,425,155 | | |
| - | | |
| - | | |
| 1,425,155 | |
| Investments in associates | |
| 1,092,362 | | |
| - | | |
| - | | |
| 1,092,362 | |
| Investments in securities | |
| - | | |
| 564,091 | | |
| - | | |
| 564,091 | |
| Financial liabilities | |
| | | |
| | | |
| | | |
| | |
| Trade and other payables | |
| 16,691,229 | | |
| - | | |
| - | | |
| 16,691,229 | |
| Borrowings | |
| 4,801,562 | | |
| - | | |
| - | | |
| 4,801,562 | |
| Lease liabilities | |
| 138,002 | | |
| - | | |
| - | | |
| 138,002 | |
| |
(i) Fair value hierarchy |
| |
|
|
Fair value measurement methods for financial and non-financial assets
and liabilities are classified according to the following three fair value levels: |
| |
|
| |
Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities. |
| |
|
| |
Level
2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
| |
|
| |
Level 3 fair value measurements are those
derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable
inputs). |
| Recurring fair value measurements | |
Notes | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| As at 30 June 2025 | |
| |
| | | |
| | | |
| | | |
| | |
| Financial assets | |
| |
| | | |
| | | |
| | | |
| | |
| Financial assets at FVTPL | |
| |
| | | |
| | | |
| | | |
| | |
| Investments in securities | |
17 | |
| 700,566 | | |
| - | | |
| - | | |
| 700,566 | |
| Total financial assets | |
| |
| 700,566 | | |
| - | | |
| - | | |
| 700,566 | |
| Total financial liabilities | |
| |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| As at 30 June 2024 | |
| |
| | |
| | |
| | |
| |
| Financial assets | |
| |
| | | |
| | | |
| | | |
| | |
| Financial assets at FVTPL | |
| |
| | | |
| | | |
| | | |
| | |
| Investments in securities | |
17 | |
| 564,091 | | |
| - | | |
| - | | |
| 564,091 | |
| Total financial assets | |
| |
| 564,091 | | |
| - | | |
| - | | |
| 564,091 | |
| Total financial liabilities | |
| |
| - | | |
| - | | |
| - | | |
| - | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 31 |
Financial risk management |
| |
|
| |
The
group’s management monitors and manages key financial risk relating to the operations of the group by analysing exposures by degree
& magnitude of risk. The risks include market risk, credit risk and liquidity risk. The group’s focus is to foresee the unpredictability
of financial markets and seek to minimise potential adverse effects on it’s financial performance. |
| |
a. Market risks |
| |
|
| |
Market
risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial
instruments affected by market risk include borrowings and other financial instruments (including derivatives). |
(i) Foreign exchange
risk
Exposure
| |
30-Jun-25 | |
| Particulars | |
USD | | |
GBP | | |
OMR | | |
MYR | | |
PHP | |
| Trade receivables | |
| 1,931,204 | | |
| 30,952 | | |
| 57,337 | | |
| 175,229 | | |
| 32,819,761 | |
| Borrowings | |
| - | | |
| - | | |
| (210 | ) | |
| - | | |
| - | |
| Cash and Cash equivalents | |
| 2,268,948 | | |
| 42,924 | | |
| 26,492 | | |
| 95,998 | | |
| 6,595,014 | |
| Contract assets | |
| (0 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Security deposits | |
| - | | |
| 1,450 | | |
| - | | |
| 600 | | |
| - | |
| Trade payables | |
| (1,388,137 | ) | |
| (14,588 | ) | |
| (204,583 | ) | |
| (352,826 | ) | |
| (18,797,356 | ) |
| | |
30-Jun-24 | |
| Particulars | |
USD | | |
GBP | | |
OMR | | |
MYR | | |
PHP | |
| Trade receivables | |
| 1,764,895 | | |
| 150,489 | | |
| 84,963 | | |
| 88,490 | | |
| 6,148,978 | |
| Borrowings | |
| - | | |
| - | | |
| (15,280 | ) | |
| - | | |
| - | |
| Cash and Cash equivalents | |
| 2,429,015 | | |
| 30,405 | | |
| 7,680 | | |
| 458,073 | | |
| 1,499,045 | |
| Contract assets | |
| 122,972 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Security deposits | |
| - | | |
| 1,450 | | |
| - | | |
| - | | |
| - | |
| Trade payables | |
| (2,851,695 | ) | |
| (139,958 | ) | |
| (204,297 | ) | |
| (347,634 | ) | |
| (4,802,254 | ) |
The aggregate net foreign
exchange gains/losses recognised in profit or loss were:
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| Net foreign exchange gain/(loss) included in other gains/(losses) | |
| (7,073 | ) | |
| (15,461 | ) |
| Total net foreign exchange (losses) recognised in profit before income tax for the period | |
| (7,073 | ) | |
| (15,461 | ) |
Sensitivity
A reasonably possible strengthening (weakening) of the INR at 30 June 2024 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The Company’s sensitivity to a 1% increase and 1% decrease in the INR is presented below:
| |
Impact
on post-
tax profit | | |
Impact
on other
components of equity | |
| Particulars | |
Strengthening | | |
Weakening | | |
Strengthening | | |
Weakening | |
| As at 30 June 2025 | |
| | | |
| | | |
| | | |
| | |
| INR/USD (1% movement) | |
| 328 | | |
| (328 | ) | |
| - | | |
| - | |
| GBP/USD (1% movement) | |
| 833 | | |
| (833 | ) | |
| - | | |
| - | |
| OMR/USD (1% movement) | |
| (3,132 | ) | |
| 3,132 | | |
| - | | |
| - | |
| MYR/USD (1% movement) | |
| (191 | ) | |
| 191 | | |
| - | | |
| - | |
| PHP/USD (1% movement) | |
| 3,633 | | |
| (3,633 | ) | |
| - | | |
| - | |
| As at 30 June 2024 | |
| | | |
| | | |
| | | |
| | |
| INR/USD (1% movement) | |
| 356 | | |
| (356 | ) | |
| - | | |
| - | |
| GBP/USD (1% movement) | |
| 2,965 | | |
| (2,965 | ) | |
| - | | |
| - | |
| OMR/USD (1% movement) | |
| 828 | | |
| (828 | ) | |
| - | | |
| - | |
| MYR/USD (1% movement) | |
| 439 | | |
| (439 | ) | |
| - | | |
| - | |
| PHP/USD (1% movement) | |
| 1,473 | | |
| (1,473 | ) | |
| - | | |
| - | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 31 |
Financial risk management (continued) |
| |
|
| |
(ii) Interest rate risk |
| |
|
| |
Interest rate
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates.
The group’s
has borrowings at a fixed rate of interest hence the group has no exposure for the risk of changes in market interest rates. |
| |
b. Credit risk |
| |
Credit
risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the group. Credit
risk arises principally from the group’s receivables from customers. We believe that the company’s credit policies, past
trends and experiences and pattern of realisation of receivables indicate that the receivables will be received in due time; that is
the probability of default is negligible and hence, do not require creation of any lifetime expected credit loss allowance in respect
of the same. |
| |
c. Liquidity risk |
| |
|
| |
Liquidity
risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The group invests surplus funds, including from those from investing
activities by others into the group, from time-to-time in various short-term instruments. It manages liquidity by maintaining
adequate reserves, funding facilities from banks and financial
institutions
and monitoring cash flows. |
| |
|
| |
The following table provides details
regarding the undiscounted contractual maturities of significant financial liabilities at the reporting date: |
| | |
| | |
As at 30 June 2025 | | |
| | |
| |
| Particulars | |
Carrying amount | | |
Less than 1 year | | |
1 - 2 years | | |
2-5 years | | |
Over 5 years | |
| Lease liabilities | |
| 177,883 | | |
| 47,700 | | |
| 42,859 | | |
| 128,596 | | |
| - | |
| Borrowings | |
| 4,971,027 | | |
| 4,971,027 | | |
| - | | |
| - | | |
| - | |
| Trade payables | |
| 12,331,263 | | |
| 12,331,263 | | |
| - | | |
| - | | |
| - | |
| Other financial liabilities | |
| 5,473,382 | | |
| 5,473,382 | | |
| - | | |
| - | | |
| - | |
| | |
| 22,953,555 | | |
| 22,823,372 | | |
| 42,859 | | |
| 128,596 | | |
| - | |
| | |
| | |
As at 30 June 2024 | | |
| | |
| |
| Particulars | |
Carrying amount | | |
Less than 1 year | | |
1 - 2 years | | |
2-5 years | | |
Over 5 years | |
| Lease liabilities | |
| 138,002 | | |
| 64,468 | | |
| 20,014 | | |
| 46,248 | | |
| 13,215 | |
| Borrowings | |
| 4,801,562 | | |
| 4,801,562 | | |
| - | | |
| - | | |
| - | |
| Trade payables | |
| 16,226,113 | | |
| 16,226,113 | | |
| - | | |
| - | | |
| - | |
| Other financial liabilities | |
| 3,070,363 | | |
| 3,070,363 | | |
| - | | |
| - | | |
| - | |
| | |
| 24,236,039 | | |
| 24,162,505 | | |
| 20,014 | | |
| 46,248 | | |
| 13,215 | |
| 32 |
Capital management |
| |
|
| |
(a) Risk management |
| |
|
| |
The group’s objectives when managing capital are to safeguard
their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and maintain an optimal capital structure to reduce the cost of capital. |
In order to maintain
or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
The
gearing ratios at 30 June 2024 and 30 June 2025 were as follows:
| Particulars | |
30 June 2025 | | |
30 June 2024 | |
| Net debt | |
| 4,971,027 | | |
| 4,801,562 | |
| Total equity | |
| 20,759,044 | | |
| 18,537,139 | |
| Net debt to equity ratio | |
| 24 | % | |
| 26 | % |
The increase in the
net debt ratio is attributable to the Group obtaining financing through external debt for incurring capital expenditure, ie, construction
of building premises.
| 33 |
Subsequent events |
| |
|
| |
There have been no material subsequent events after the reporting date which require adjustments/disclosure in these CFS. |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (Amount in Indian Rupees, unless otherwise stated) |
| 34 |
Non-controlling interests (NCI) |
| |
|
| |
Below is the summarised financial information for each subsidiary with
non-controlling interests that are material to the group. |
Summarised
statement of financial
position | |
Visnet Technology Solutions LLC | | |
VIS GLOBAL INC. | | |
VIS Network UK Ltd | | |
VIS Global Digital Solutions LLC | |
| | |
Dubai | | |
USA | | |
UK | | |
Oman | |
| | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | |
| Current assets | |
| 113,070 | | |
| 341,292 | | |
| 673,502 | | |
| 304,455 | | |
| 39,253 | | |
| 327,083 | | |
| 485,781 | | |
| 530,182 | |
| Current liabilities | |
| 124,788 | | |
| 212,818 | | |
| 137,170 | | |
| 168,299 | | |
| 26,639 | | |
| 235,452 | | |
| 315,742 | | |
| 473,808 | |
| Current net assets | |
| (11,718 | ) | |
| 128,473 | | |
| 536,332 | | |
| 136,157 | | |
| 12,614 | | |
| 91,631 | | |
| 170,039 | | |
| 56,374 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current assets | |
| 24,214 | | |
| 1,848 | | |
| 1,850 | | |
| 900 | | |
| 1,989 | | |
| 1,833 | | |
| 19,257 | | |
| 22,021 | |
| Non-current liabilities | |
| (15,563 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,660 | | |
| 5,197 | | |
| 5,927 | |
| Non-current net assets | |
| 39,777 | | |
| 1,848 | | |
| 1,850 | | |
| 900 | | |
| 1,989 | | |
| (826 | ) | |
| 14,060 | | |
| 16,094 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets | |
| 28,059 | | |
| 130,321 | | |
| 538,182 | | |
| 137,057 | | |
| 14,603 | | |
| 90,805 | | |
| 184,099 | | |
| 72,467 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accumulated NCI | |
| (173,201 | ) | |
| (60,441 | ) | |
| 21,142 | | |
| 6,848 | | |
| 2,489 | | |
| 3,315 | | |
| (20,487 | ) | |
| (35,295 | ) |
Summarised statement of comprehensive income | |
Visnet Technology Solutions LLC | | |
VIS GLOBAL INC. | | |
VIS Network UK Ltd | | |
VIS Global Digital Solutions LLC | |
| | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | | |
30 June 2025 | | |
30 June 2024 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
| 2,813,091 | | |
| 329,511 | | |
| 1,449,753 | | |
| 540,431 | | |
| 536,365 | | |
| 446,642 | | |
| 1,999,726 | | |
| 495,036 | |
| Profit for the period | |
| (281,901 | ) | |
| (178,325 | ) | |
| 285,896 | | |
| 136,852 | | |
| (16,519 | ) | |
| (28,510 | ) | |
| 32,191 | | |
| (195,322 | ) |
| Other comprehensive income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total comprehensive income | |
| (281,901 | ) | |
| (178,325 | ) | |
| 285,896 | | |
| 136,852 | | |
| (16,519 | ) | |
| (28,510 | ) | |
| 32,191 | | |
| (195,322 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Profit allocated to NCI | |
| (112,760 | ) | |
| (71,330 | ) | |
| 14,295 | | |
| 6,843 | | |
| (826 | ) | |
| (1,426 | ) | |
| 14,808 | | |
| (89,848 | ) |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
| 35 | Related party disclosure |
| (a) Details of related
parties |
|
|
| |
|
|
| Description of relationship |
|
Names of related parties |
| |
|
Mrs. Vijetha Umashankar, Director |
| |
|
Mrs. Swetha K. Acharaya, Director |
| |
|
Mr. Suresh Kamath, Director |
| Key management personnel (‘KMP’) |
|
Mr. Prajwal T.S., Director |
| |
|
Mr. Hemanth Kurani, Director of Subsidiary/ Associates |
| |
|
Mr. Suresh Vishwanathan, Director of Subsidiary/ Associates |
| |
|
Mrs. Maya Devi, Director of Subsidiary/
Associates |
| |
|
Mr. Umashankar Bantwal |
| Relatives of Key management personnel |
|
Mr. Kiran N. |
| |
Mrs. Vani Kini |
| |
|
Mrs. Poonam |
| |
|
M/s. Ulka Technologies |
| |
|
M/s. Vcloudify Private Limited |
| |
|
M/s. Aasip Technologies Private Limited |
| Enterprises Owned or Significantly Influenced by KMP |
|
M/s. Vion Consulting Private Limited |
| |
|
M/s. Visnet Ventures Private Limited |
| |
|
M/s. Upaya Innovation Private Limited |
| |
|
M/s. Parea Ventures LLP |
| |
(b) Details of transactions
with related parties during the year ended 30 June 2024 and balances outstanding as at 30 June 2025: |
| Name of the related party | |
Nature of transaction | |
1 July 2024 to 30 June 2025 | | |
Receivable/ (Payable) as at 30 June 2025 | | |
1 July 2023 to 30 June 2024 | | |
Receivable/ (Payable) as at 30 June 2024 | |
| M/s. Aasip Technologies Private Limited | |
Purchase of service | |
| 48,050 | | |
| 2,927 | | |
| 82,490 | | |
| 1,139 | |
| M/s. Aasip Technologies Private Limited | |
Sale of service | |
| 3,569 | | |
| 21,444 | | |
| 2,337 | | |
| 279 | |
| M/s. Vion Consulting Private Limited | |
Purchases and training charges | |
| 54,458 | | |
| 851 | | |
| 45,346 | | |
| 6,475 | |
| M/s. Vion Consulting Private Limited | |
Sale of service | |
| 2,390 | | |
| (11,798 | ) | |
| 150,772 | | |
| (2,791 | ) |
| M/s. Vion Consulting Private Limited | |
Rental income | |
| 2,130 | | |
| (2,102 | ) | |
| 2,902 | | |
| (2,878 | ) |
| M/s. Ulka Technologies | |
Purchases and consultancy | |
| 44,763 | | |
| (13,020 | ) | |
| 51,008 | | |
| 4,230 | |
| M/s. Ulka Technologies | |
Sale of service | |
| - | | |
| 6 | | |
| - | | |
| 6 | |
| M/s. Ulka Technologies | |
Manpower Development charges | |
| - | | |
| - | | |
| 4,680 | | |
| (5,012 | ) |
| VIS Global Pty Ltd | |
Purchases and consultancy | |
| - | | |
| - | | |
| - | | |
| - | |
| VIS Global Pty Ltd | |
Sale of service | |
| 85,775 | | |
| 53,169 | | |
| 114,017 | | |
| 73,595 | |
| Merykh technologies Private Limited | |
Purchases and consultancy | |
| 1,845,411 | | |
| 1,406,111 | | |
| 1,263,905 | | |
| (436,762 | ) |
| Merykh technologies Private Limited | |
Sale of service | |
| 1,406,023 | | |
| 2,784,684 | | |
| 1,104,815 | | |
| 1,185,560 | |
| Merykh technologies Private Limited | |
Rental income | |
| 4,548 | | |
| (4,489 | ) | |
| 8,705 | | |
| (8,633 | ) |
| SmarterHi Communications Private | |
Purchases and consultancy | |
| 18,936 | | |
| - | | |
| 25,389 | | |
| - | |
| SmarterHi Communications Private | |
Sale of service | |
| 14,150 | | |
| (1,396 | ) | |
| 35,830 | | |
| - | |
| VIS Networks Private Limited |
| Notes to consolidated financial statements for the year ended 30 June
2025 |
| (All amounts are in $ unless otherwise stated) |
(b) Details of transactions
with related parties during the year ended 30 June 2024 and balances outstanding as at 30 June 2025 (Continued):
| Name of the related party | |
Nature of transaction | |
1 July 2024 to 30 June 2025 | | |
Receivable/ (Payable) as at 30 June 2025 | | |
1 July 2023 to 30 June 2024 | | |
Receivable/ (Payable) as at 30 June 2024 | |
| Mrs. Vijetha Umashankar | |
Director remuneration | |
| 66,020 | | |
| - | | |
| 49,912 | | |
| - | |
| Mrs. Swetha K. Acharaya | |
Director remuneration | |
| 149,121 | | |
| - | | |
| 81,245 | | |
| - | |
| Mr. Suresh Kamath | |
Director remuneration | |
| 186,737 | | |
| - | | |
| 90,414 | | |
| - | |
| Mr. Prajwal T.S. | |
Director remuneration | |
| 182,003 | | |
| - | | |
| 95,854 | | |
| - | |
| Mr. Umashankar Bantwal | |
Salary and incentives | |
| 9,652 | | |
| - | | |
| 86,182 | | |
| - | |
| Mr. Kiran N. | |
Salary and incentives | |
| 10,086 | | |
| - | | |
| 74,766 | | |
| - | |
| Mrs. Vani Kini | |
Consultancy charges | |
| 3,245 | | |
| - | | |
| 50,647 | | |
| - | |
| Mrs. Poonam | |
Consultancy charges | |
| 944 | | |
| - | | |
| 37,348 | | |
| - | |
Mirragin RAS Consulting Pty Limited
Consolidated Financial Statements
For the Year Ended June
30, 2025
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the consolidated financial statements of Mirragin Ras Consulting Pty Limited (the Company) which comprise the consolidated
statements of financial position as at June 30, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive
income, changes in equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements including
a summary of significant accounting policies.
In
our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated Statements
of financial position of the Company at June 30, 2025 and 2024 and the related consolidated statements of profit or loss and other comprehensive
income, changes in equity, and cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the conslidated financial statements in accordance with International Financial
Reporting Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance
of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered
in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after
the date that the financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users made on the basis of these financial statements.
In
performing an audit in accordance with US GAAS, we:
| ● | Use
professional judgment and exercise professional skepticism throughout the audit. |
| ● | Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| ● | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| ● | Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| ● | Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil
Sobti, Chartered Accountant – CAANZ Membership No 449425
AICPA
Membership No 402307223
19
September 2025
Mirragin
Ras Consulting Pty Limited
Consolidated
Statement of Financial Position
As
at June 30, 2025
| Amounts in USD | |
Note | |
As at Jun 30, 2025 | | |
As at
Jun 30, 2024 | |
| | |
| |
| | |
| |
| Assets | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Non-current assets | |
| |
| | | |
| | |
| Right of use assets | |
4 | |
| - | | |
| 25,552 | |
| Intangible assets | |
5 | |
| 243,280 | | |
| 276,385 | |
| Loans to related parties | |
6 | |
| 74,209 | | |
| - | |
| Security deposit | |
7 | |
| 3,098 | | |
| 3,161 | |
| | |
| |
| 320,587 | | |
| 305,098 | |
| Current assets | |
| |
| | | |
| | |
| Accounts receivables | |
8 | |
| 181,606 | | |
| 269,298 | |
| Cash and cash equivalents | |
9 | |
| 57,996 | | |
| 210,701 | |
| | |
| |
| 239,602 | | |
| 479,999 | |
| | |
| |
| | | |
| | |
| Total assets | |
| |
| 560,189 | | |
| 785,097 | |
| | |
| |
| | | |
| | |
| Equity and liabilities | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Capital and reserves | |
| |
| | | |
| | |
| Share capital | |
10 | |
| 1 | | |
| 1 | |
| Foreign currency translation reserve | |
| |
| 13,054 | | |
| 12,109 | |
| Retained earnings | |
| |
| 60,502 | | |
| 17,704 | |
| Equity attributable to equity holders of the company | |
| |
| 73,557 | | |
| 29,814 | |
| Non-controlling interest | |
| |
| (3,803 | ) | |
| 3,549 | |
| Total equity | |
| |
| 69,754 | | |
| 33,363 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Non-current liabilities | |
| |
| | | |
| | |
| Long term loans | |
11 | |
| 177,248 | | |
| 39,472 | |
| Due to related parties | |
12 | |
| - | | |
| 2,764 | |
| | |
| |
| 177,248 | | |
| 42,236 | |
| Current liabilities | |
| |
| | | |
| | |
| Trade and other payables | |
13 | |
| 43,713 | | |
| 30,948 | |
| Credit card payable | |
14 | |
| 13,702 | | |
| 36,506 | |
| Taxes payable | |
15 | |
| 57,054 | | |
| 385,842 | |
| Current portion of long-term loans | |
11 | |
| 55,990 | | |
| 39,817 | |
| Current portion of lease liability | |
4 | |
| - | | |
| 10,928 | |
| Accrued and other liabilities | |
16 | |
| 142,728 | | |
| 205,457 | |
| Total liabilities | |
| |
| 490,435 | | |
| 751,734 | |
| | |
| |
| | | |
| | |
| Total equity and liabilities | |
| |
| 560,189 | | |
| 785,097 | |
| | |
| |
| | | |
| | |
| Contingencies and commitments | |
26 | |
| - | | |
| - | |
The
accompanying notes are an integral part of these financial statements
Mirragin
Ras Consulting Pty Limited
Consolidated
Statement of Profit or Loss & Other Comprehensive Income
For
the year ended June 30, 2025
| Amounts in USD | |
Note | |
For the Year ended June 30, 2025 | | |
For the
Year ended
June 30, 2024 | |
| | |
| |
| | |
| |
| Revenue | |
18 | |
| 1,619,998 | | |
| 2,730,635 | |
| Cost of sales | |
19 | |
| (1,020,458 | ) | |
| (1,846,059 | ) |
| | |
| |
| | | |
| | |
| Gross profit | |
| |
| 599,540 | | |
| 884,576 | |
| | |
| |
| | | |
| | |
| General and administrative expenses | |
20 | |
| (523,957 | ) | |
| (873,578 | ) |
| Operating profit /(loss) | |
| |
| 75,583 | | |
| 10,998 | |
| Finance cost | |
22 | |
| (41,768 | ) | |
| (9,769 | ) |
| Other income | |
21 | |
| 3,628 | | |
| 3,944 | |
| Finance income | |
| |
| 49 | | |
| - | |
| Profit/(loss) before taxation | |
| |
| 37,492 | | |
| 1,739 | |
| Taxation | |
| |
| (2,484 | ) | |
| (710 | ) |
| Profit/(loss) after taxation | |
| |
| 35,008 | | |
| 1,029 | |
Total
other comprehensive income/(loss) for the year | |
| |
| 1,383 | | |
| (203 | ) |
| | |
| |
| | | |
| | |
| Total comprehensive income/(loss) for the year | |
| |
| 36,391 | | |
| 826 | |
| | |
| |
| | | |
| | |
| Total comprehensive income/(loss) attributable to: | |
| |
| | | |
| | |
| Shareholders of the parent | |
| |
| 43,743 | | |
| (2,670 | ) |
| Non-controlling interests | |
| |
| (7,352 | ) | |
| 3,496 | |
| | |
| |
| 36,391 | | |
| 826 | |
| Earnings/ (loss) per share | |
23 | |
| | | |
| | |
| Basic | |
| |
| 3.65 | | |
| (0.22 | ) |
| Diluted | |
| |
| 3.65 | | |
| (0.22 | ) |
The
accompanying notes are an integral part of these financial statements
Mirragin
Ras Consulting Pty Limited
Consolidated
Statement of Changes in Equity
For
the year ended June 30, 2025
| Amounts in USD | |
Share Capital | | |
Retained
Earnings/
(Accumulated
losses) | | |
Foreign
Currency
Translation
Reserve | | |
Non-
controlling
interest | | |
Total Equity | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as at June 30, 2023 | |
| 1 | | |
| 20,137 | | |
| 12,346 | | |
| - | | |
| 32,484 | |
| Share capital | |
| - | | |
| - | | |
| - | | |
| 53 | | |
| 53 | |
| Profit/(loss) for the year | |
| - | | |
| (2,433 | ) | |
| - | | |
| 3,462 | | |
| 1,029 | |
| Other comprehensive income/(loss) for the year | |
| - | | |
| - | | |
| (237 | ) | |
| 34 | | |
| (203 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as at June 30, 2024 | |
| 1 | | |
| 17,704 | | |
| 12,109 | | |
| 3,549 | | |
| 33,363 | |
| Share capital | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Profit/(loss) for the year | |
| - | | |
| 42,798 | | |
| - | | |
| (7,790 | ) | |
| 35,008 | |
| Other comprehensive income/(loss) for the year | |
| | | |
| - | | |
| 945 | | |
| 438 | | |
| 1,383 | |
| Balance as at June 30, 2025 | |
| 1 | | |
| 60,502 | | |
| 13,054 | | |
| (3,803 | ) | |
| 69,754 | |
The
annexed notes are integral part of these financial statements
Mirragin
Ras Consulting Pty Limited
Consolidated
Statement of Cash Flows
For
the year ended June 30, 2025
| Amounts in USD | |
For the Year ended June 30, 2025 | | |
For the
Year ended
June 30, 2024 | |
| | |
| | |
| |
| Cash flows from operating activities | |
| | | |
| | |
| Net Profit/(Loss) after Tax | |
| 35,008 | | |
| 1,029 | |
| Adjustment for: | |
| | | |
| | |
| Depreciation and amortization | |
| 52,599 | | |
| 29,995 | |
| Other comprehensive income/(loss) | |
| 1,383 | | |
| (203 | ) |
| Other non-cash adjustments | |
| 6,121 | | |
| (181 | ) |
| Operating profit/(loss) before working capital changes | |
| 95,111 | | |
| 30,640 | |
| | |
| | | |
| | |
| Changes in working capital | |
| | | |
| | |
| (Increase)/decrease in accounts receivables | |
| 87,692 | | |
| 888,224 | |
| (Increase)/decrease in inventories | |
| - | | |
| 158,244 | |
| (Decrease)/increase in current liabilities | |
| (396,311 | ) | |
| (737,070 | ) |
| Net Cash (Used) / Generated from Operating Activities | |
| (213,508 | ) | |
| 340,038 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Cash Items From Investing Activities | |
| (74,209 | ) | |
| (237,504 | ) |
| Cash (Used) / From Investing Activities | |
| (74,209 | ) | |
| (237,504 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from Loan Financing | |
| 137,776 | | |
| (38,637 | ) |
| Other Cash Items From Financing Activities | |
| (2,764 | ) | |
| (9,043 | ) |
| Net cash (used in) / from financing activities | |
| 135,012 | | |
| (47,680 | ) |
| | |
| | | |
| | |
| Net increase / (decrease) in cash and cash equivalents | |
| (152,705 | ) | |
| 54,854 | |
| Cash and cash equivalents at the beginning of the year | |
| 210,701 | | |
| 155,847 | |
| Cash and cash equivalents at the end of the year | |
| 57,996 | | |
| 210,701 | |
The
accompanying notes are an integral part of these financial statements
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
The
principal activities of Mirragin Ras Consulting Pty Ltd and subsidiaries (the Group) are the provisioning of strategic consulting services
to businesses looking to optimize their operations and achieve sustainable growth. With a focus on delivering tailored solutions to meet
the unique needs of each client, Mirragin Ras Consulting leverages industry expertise and innovative strategies to drive success.
Mirragin
Ras Consulting Pty Ltd, the Group’s ultimate parent company, is a limited liability company incorporated in Australia. Its registered
office and principal place of business is QLD, 4074 Australia.
These
consolidated financial statements of the Group incorporate results of the following subsidiaries:
| Name
of Subsidiary |
|
Percentage
Holding |
|
Country
of Incorporation |
|
Principal
Activities |
| Mirragin
Consultants Pty Limited |
|
100% |
|
Australia |
|
Consulting
services |
| Project
Isidore Pty Limited |
|
68.3%
* |
|
Australia |
|
Technology
services |
*
60% direct ownership and 8.3% indirect ownership, totalling 68.3% ownership interest. The non-controlling interest holds the remaining
31.7% ownership interest in Project Isidore Pty Limited.
| 2. |
Basis
of presentation, preparation and compliance
Statement
of compliance |
The
financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as
issued by the International Accounting Standards Board (IASB)
Standards,
interpretations and amendments to approved accounting standards which became effective during the year
There
are certain amendments to the accounting and reporting standards which became effective during the period and are adopted by the Company
for the financial year beginning on July 01, 2024. However, these amendments do not have any significant impact on the Company’s
financial reporting and therefore have not been presented in these consolidated financial statements.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Standards,
interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early adopted
by the Company
The
following standards, amendments would be effective from the dates mentioned below and have not been early adopted by the Group:
| Standards |
|
Standards,
Interpretations and Amendments |
|
Effective
date (Annual periods beginning on or after) |
| IAS
1 |
|
‘Presentation
of financial statements’, Classification of liabilities as current or non-current — (Amendments) |
|
1-Jan-24 |
| IAS
7 |
|
‘Statement
of cash flows’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-24 |
| IAS
21 |
|
The
Effects of Changes in Foreign Exchange Rates, Lack of Exchangeability — (Amendments) |
|
1-Jan-25 |
| IFRS
7 |
|
‘Financial
instruments: Disclosures’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-24 |
| IFRS
9 |
|
Financial
instruments: Disclosures, to address matters identified during the post-implementation review of the classification and measurement
requirements of IFRS 9 — (Amendments) |
|
1-Jan-26 |
| IFRS
16 |
|
‘Leases’,
Sale and Leaseback transactions — (Amendments) |
|
1-Jan-24 |
| IFRS
17 |
|
Insurance
contracts |
|
1-Jan-26 |
The
management expects that the adoption of the above standards and amendment will not have any material impact on the Group’s financial
statements.
| 3. |
Material
accounting policies |
Going
Concern
The
directors have at the time of approving the financial statements, a reasonable expectation that the Group have adequate resources to
continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing
the financial statements.
Basis
of consolidation
The
Group’s financial statements consolidate those of the parent company and all of its subsidiaries at June 30, 2025.
All
transactions and balances between the Group companies are eliminated on consolidation, including unrealized gains and losses on transactions
between the Group companies. Where unrealized losses on intra-group asset sales are reversed on consolidation, the underlying asset is
also tested for impairment from the Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit
or loss and other comprehensive income of subsidiaries acquired or disposed of during the period are recognized from the effective date
of acquisition, or up to the effective date of disposal, as applicable.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
The
Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests
based on their respective ownership interests.
Climate-related
matters
The
Group has not identified significant risks induced by climate changes that could negatively and materially affect the Group’s financial
statements. Management continuously assesses the impact of climate-related matters.
Assumptions
could change in the future in response to forthcoming environmental regulations, new commitments taken and changing consumer demand.
These changes, if not anticipated, could have an impact on the Group’s future cash flows, financial performance and financial position.
Business
combinations
The
Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control
of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity
interests issued by the Group, which includes the fair value of any asset or liability arising
If
the Group acquires a controlling interest in a business in which it previously held an equity interest, that equity interest is remeasured
to fair value at the acquisition date with any resulting gain or loss recognized in profit or loss or other comprehensive income, as
appropriate.
Consideration
transferred as part of a business combination does not include amounts related to the settlement of pre-existing relationships. The gain
or loss on the settlement of any pre-existing relationship is recognized in profit or loss.
Assets
acquired and liabilities assumed are measured at their acquisition-date fair values
Property
and Equipment
IT
equipment, furniture & fixtures, and office equipment are initially recognized at acquisition cost or manufacturing cost, including
any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in
the manner intended by the Group’s management. Buildings and IT equipment also include leasehold property. IT equipment, furniture
& fixtures, and office equipment are subsequently measured at cost less accumulated depreciation and impairment losses.
The
Group follows a policy of capitalizing tangible assets that have an individual cost exceeding AUD 5,000. Assets with a cost of AUD 5,000
or below are expensed in the period they are incurred. This threshold is reviewed periodically and adjusted if necessary.
Depreciation
is recognized on a straight-line basis to write down the cost less estimated residual value of IT equipment, furniture & fixtures,
and office equipment. The following useful lives are applied:
| |
● |
IT
Equipment: 2–5 years |
| |
● |
Furniture
& Fixtures: 3–5 years |
| |
● |
Office
equipment: 3–5 years. |
In
the case of right-of-use assets, expected useful lives are determined by reference to the lease term. Material residual value estimates
and estimates of useful life are updated as required, but at least annually.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Gains
or losses arising on the disposal of property and equipment are determined as the difference between the disposal proceeds and the carrying
amount of the assets and are recognized in profit or loss either within other income or other expenses.
Intangibles
Initial
Recognition of Intangible Assets
Costs
incurred during the development phase are recognized as intangible assets if they satisfy all of the following criteria:
Development
costs can be measured reliably.
The
project is technically and commercially viable.
The
Group intends to and has sufficient resources to complete the project.
The
Group has the ability to use or sell the project, and.
The
software will generate probable future economic benefits.
Development
costs that do not meet these criteria are expensed as incurred.
Directly
attributable costs eligible for capitalization include employee expenses related to development activities, a proportionate share of
applicable overheads, and any related borrowing costs.
Subsequent
Measurement
Internally
developed projects with a finite useful life are measured using the cost model. Capitalized costs are amortized on a straight-line basis
over their estimated useful life. Residual values and useful lives are reviewed at each reporting date, and the assets are subject to
impairment testing.
The
following useful life applies:
Intellectual
property: 10 years
Software:
3-5 years
Brand
names: 15-20 years
Amortization
and Disposal
Amortization
expenses are reported under “Depreciation, Amortization, and Impairment of Non-Financial Assets.”
When
an intangible asset is disposed of, the resulting gain or loss is calculated as the difference between the disposal proceeds and the
asset’s carrying amount. This gain or loss is recognized in the profit or loss statement under “Other Income” or “Other
Expenses.”
Leases
A
lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period
in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which
are whether:
● The
contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified
at the time the asset is made available to the Group.
● The
Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use,
considering its rights within the defined scope of the contract.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
● The
Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right
to direct ‘how and for what purpose’ the asset is used throughout the period of use.
Each
lease’s term is determined on an individual basis and corresponds to the non-cancellable period of the lease commitment, plus any
option periods that are reasonably certain to be applied.
Measurement
and recognition of leases as a lessee
At
the commencement date, the Group measures the right-of-use asset and the lease liability at the present value of the future lease payments
at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate.
The
Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when
such indicators exist.
Lease
payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments
based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably
certain to be exercised.
Subsequent
to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments.
When
the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use
asset is already reduced to zero.
On
the statement of financial position, right-of-use assets and lease liabilities have been show separately.
Inventories
Inventories
are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out (FIFO) principle
and includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing
them to their existing location and condition.
Costs
related to development projects that are in the process of production for sale are classified as inventories. These costs include direct
materials, direct labor, and an allocation of overheads incurred during the development phase.
Net
realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale
Trade
debts and other receivable
Measurement
Trade
and other receivables are recognized and carried at transaction price less an allowance for impairment.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Impairment
A
provision for the impairment of trade receivables is established when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivables. The amount of the provision is recognized in the statement
of profit or loss. Bad debts are written-off in the statement of profit or loss on identification.
Judgments
and estimates
The
allowance for doubtful debts of the Group is based on the ageing analysis and management’s continuous evaluation of the recoverability
of the outstanding receivables. In assessing the ultimate realization of these receivables, management considers, among other factors,
the creditworthiness and the past collection history of each customer.
Cash
and cash equivalents
Cash
and bank balances comprise cash (i.e. cash on hand and demand deposits), together with other short-term, highly liquid investments maturing
within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant
risk of changes in value. Bank overdrafts are included in liabilities.
Trade
and other payables
Trade
and other payables are recognized initially at fair value plus directly attributable costs, if any, and subsequently measured at amortized
costs.
Loans
to Related Parties
Loans
to related parties are initially recognized at fair value plus transaction costs. They are subsequently measured at amortized cost using
the effective interest method, less provision for impairment.
Loan
Valuation
Management
has assessed that the loans to Sutton Family Trust are not impaired, as the trust is financially stable and have the ability to repay
the loans under the agreed terms.
Borrowings
Borrowings
are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost, any
difference between the proceeds (net of transaction costs) and the redemption value is recognized in the statement of profit and loss
over the period of the borrowings using the effective interest method. Finance costs are accounted for on an accrual basis and are reported
under accrued finance costs to the extent of the amount remaining unpaid.
Borrowings
are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date.
Taxation
In
making the estimate for income taxes payable by the Group, the management considers the applicable laws and the decisions of the appellate
tax authorities on certain issues in the past.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Provisions
Provisions
are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The
amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation.
Where
the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognized at present
value using a pre-tax discount rate. The unwinding of the discount is recognized as finance cost in the statement of profit or loss.
When
some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is
recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.
As
the actual outflows can differ from estimates made for provisions due to changes in laws, regulations, public expectations, technology,
prices and conditions, and can take place many years in the future, the carrying amounts of provisions are reviewed at each reporting
date and adjusted to take account of such changes. Any adjustments to the amount of previously recognized provision are recognized in
the statement of profit or loss unless the provision was originally recognized as part of cost of an asset.
Revenue
recognition
The
Group recognizes revenue from the following major sources:
●Consulting
services provided to diversified sectors such as agriculture, mining, airports, commercial aviation & infrastructure, government
& emergency services, construction, etc.
●Training
Services
●Testing
and Assurance Services
●Services
Commission
To
determine whether to recognize revenue, the Group follows a 5-step process:
1
Identifying the contract with a customer
2.Identifying
the performance obligations
3.Determining
the transaction price
4.Allocating
the transaction price to the performance obligations
5.Recognizing
revenue when/as a performance obligation(s) are satisfied
Revenue
is recognized either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised
services to its customers. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with
a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of the service
to a customer. The Group assesses its revenue arrangements against specific criteria to determine if it is acting as a principal or an
agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements except for the case of Services Commission
where it acts as an agent.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Consulting
Service Revenues
Revenue
from consulting services is recognized over time as services are performed. Project-based revenue is recognized upon completion of milestones
specified in the contract. Retainer fees are recognized over the period services are provided.
Training
Revenues
Revenue
from in-person training sessions is recognized on the date the training is delivered. Online training revenue is recognized over the
access period granted to the customer. Webinar revenue is recognized when the webinar is delivered.
Testing
and Assurance Services Revenues
Revenue
from testing services is recognized as tests are performed and results are delivered. Assurance service revenue is recognized at the
time when the services are rendered.
Services
Commission
Commission
revenue is recognized when the facilitation of a transaction between the principal and the customer is completed. This revenue is recorded
net of any amounts owed to the principal.
Other
Revenue
Other
revenue Includes miscellaneous revenue recognized either at a point in time or over time depending on the nature of the underlying transaction.
Foreign
Currency Transactions and Translations
Foreign
currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary
assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising
on settlement and restatement are recognized in the statement of profit and loss. Non-monetary assets and liabilities that are measured
in terms of historical cost in foreign currencies are not retranslated.
The
results and financial position are translated into a presentation currency using the following procedures:
(a)
assets and liabilities for each statement of financial position presented (i.e. including comparatives) are translated at the closing
rate at the date of that statement of financial position;
(b)
income and expenses for each statement presenting profit or loss and other comprehensive income (i.e. including comparatives) are translated
using the average exchange rates for the period; and
(c)
all resulting exchange differences are recognized in other comprehensive income.
Functional
and Presentation Currency
These
financial statements are presented in United States Dollars (USD), which is the presentation currency of the Group while the functional
currency of Group is Australian Dollars (AUD).
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Financial
Instruments
Financial
Assets
Initial
measurement
All
financial assets and liabilities are initially measured at cost which is the fair value of the consideration given or received. These
are subsequently measured at fair value, amortized cost or cost as the case may be.
The
classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Group’s business model for managing them. With the exception of trade receivables, amounts due from related parties and
bank balances that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs.
Trade
receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured
at the transaction price determined under IFRS 15. Refer to the accounting policy in Revenue Recognition.
In
order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding.
The
Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or
both.
Purchases
or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace
(regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
The
Group’s financial assets include bank balances, trade receivables, amounts due from related parties, deposits and other receivables.
Subsequent
measurement
For
purposes of subsequent measurement, financial assets are classified in four categories:
● Financial
assets at fair value through profit or loss - The Group has not designated any financial asset as fair value through profit or loss.
● Financial
assets at amortized cost (debt instruments) - This category is the most relevant to the Group. The Group subsequently measures financial
assets at amortized cost using EIR method and are subject to impairment. Gains and losses are recognized in the statement of profit or
loss when the asset is derecognized, modified or impaired;
● Financial
assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) -The Group has not designated any financial
asset at fair value through OCI with recycling of cumulative gains and losses; and
● Financial
assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
- The Group has not designated any financial asset at fair value through OCI with no recycling of cumulative gains and losses upon derecognition.
Financial
Liabilities
Financial
liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs
The
Group’s financial liabilities include lease liabilities, trade payables, and loans.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Subsequent
measurement
The
measurement of financial liabilities depends on their classification as described below:
Financial
Liabilities at Fair Value through Profit or Loss
The
Group has not designated any financial liability as fair value through profit or loss.
Loans
and Borrowings
After
initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective Interest Rate
(EIR) method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization
process.
Amortized
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
Payables
Accounts
payable and other payables are measured at amortized cost.
Amortized
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
Fair
Value of Financial Instrument
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In
the principal market for the asset or liability, or
In
the absence of a principal market, in the most advantageous market for the asset or liability
The
principal or the most advantageous market must be accessible to by the Group. The fair value of an asset or a liability is measured using
the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.
The
Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Offsetting
of Financial Instruments
Financial
assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and only if, there
is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis, or to realize
the assets and liabilities simultaneously.
Earnings
per share
Earnings
per share, diluted earnings per share are measured as follows:
Basic
earnings per share are calculated by dividing profit or loss attributable to owners of the Group by the weighted average number of ordinary
shares outstanding during the period, excluding treasury shares. The weighted average number of ordinary shares outstanding is calculated
based on the number of ordinary shares outstanding at the beginning of the period, after deduction of treasury shares, adjusted on a
time-apportioned basis for shares bought back or issue during the period;
Diluted
earnings per share are calculated by dividing profit or loss attributable to owners of the Group by the weighted average number of ordinary
shares outstanding during the year as used to calculate basic earnings per share, both items being adjusted on a time-apportioned basis
for the effects of all potentially dilutive financial instruments corresponding to (i) performance shares and (ii) free share grants
until fully vested.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 4. |
Right
of use assets and liabilities |
The
analysis by type of right of use asset is as follows:
| | |
Building | |
| | |
USD | |
| Gross | |
| | |
| As at June 30, 2024 | |
| 114,996 | |
| Addition during the year | |
| - | |
| As at June 30, 2025 | |
| 114,996 | |
| | |
Building | |
| | |
USD | |
| Accumulated depreciation | |
| | |
| As at June 30, 2024 | |
| 78,619 | |
| Depreciation for the year | |
| 25,047 | |
| As at June 30, 2025 | |
| 103,666 | |
| | |
Building | |
| | |
USD | |
| Carrying amount | |
| | |
| At June 30, 2024 | |
| 25,552 | |
| At June 30 2025 | |
| - | |
| | |
| | |
| Exchange gain/(loss) | |
| | |
| At 30 June 2024 | |
| 10,825 | |
| Add: During the year 2025 | |
| 505 | |
| At 30 June 2025 | |
| 11,330 | |
Lease
Liability
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Current Portion | |
| - | | |
| 10,928 | |
| Non-current portion | |
| - | | |
| - | |
| | |
| - | | |
| 10,928 | |
Maturity
Analysis
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Within 1 year | |
| - | | |
| 10,928 | |
| 1 to 5 years | |
| - | | |
| - | |
| Total | |
| - | | |
| 10,928 | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Details
of the Group’s intangible assets and their carrying amounts are as follows:
| | |
Intellectual Property | |
| As at June 30, 2024 | |
| | |
| Additions – internally Developed | |
| 281,069 | |
| As at June 30, 2025 | |
| 281,069 | |
| (ii) | Accumulated
amortization |
| | |
Intellectual Property | |
As at June 30, 2024 | |
| 4,684 | |
| Amortization charge | |
| 27,552 | |
| Foreign exchange movements | |
| 5,553 | |
| As at June 30, 2025 | |
| 37,789 | |
| Carrying amount | |
| | |
| Carrying amount as at June 30, 2024 | |
| 276,385 | |
| Carrying amount as at June 30, 2025 | |
| 243,280 | |
| 6. |
Loan
to related parties |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| Loans to Sutton Family Trust | |
| 51,621 | | |
| - | |
| Loan - Defining Films | |
| 973 | | |
| - | |
| Loan - RELMS Business Services Pty Ltd | |
| 21,615 | | |
| - | |
| | |
| 74,209 | | |
| - | |
The
Group has provided loans to Sutton Family Trust which wholly owns the Group, Defining Films and RELMS Business Services Pty Ltd which
are also owned by the Shareholder. Refer to Note 17 (Related Party Disclosures) for the details of loans.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Security deposit | |
| 3,098 | | |
| 3,161 | |
| | |
| 3,098 | | |
| 3,161 | |
| 8. |
Trade
and Other Receivables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Accounts Receivable | |
| 181,606 | | |
| 269,298 | |
| | |
| 181,606 | | |
| 269,298 | |
Trade
Receivables
The
average credit period on sales of services is 60 days. No interest is charged on outstanding trade receivables.
The
Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses (ECL). These expected credit
losses are estimated based on past default experience of the debtor, the current financial position of the debtor, and adjusted for factors
specific to the debtors, general economic conditions, and an assessment of both current and forecast conditions at the reporting date.
The
Group uses a simplified approach, recognizing a loss allowance based on lifetime ECL from the initial recognition of the receivables.
The Group periodically reviews the recoverability of receivables and ascertains the possibility of credit losses. Based on this assessment,
the Group creates a provision of doubtful debt that is charged to statement of profit or loss in the period in which these are determined.
| 9. |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist of the following:
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Cash at Bank | |
| 57,995 | | |
| 210,700 | |
| Cash in Hand | |
| 1 | | |
| 1 | |
| | |
| 57,996 | | |
| 210,701 | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
The
share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of USD 0.000115 per share. All shares
are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of the
Company.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Issued, subscribed and fully paid-up | |
| - | | |
| - | |
| 12,000 (June 30, 2024 - 12,000) equity shares | |
| 1 | | |
| 1 | |
| Total issued, subscribed and fully paid-up share capital | |
| | | |
| | |
The
carrying amounts of loans as of December 31, are as follows:
| Current Portion of Loans: | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| NAB Business Markets Loan | |
| 45,850 | | |
| - | |
| Unsecured Loan from American Express | |
| - | | |
| 32,625 | |
| Unsecured Loan from QRIDA | |
| 10,140 | | |
| 7,192 | |
| | |
| 55,990 | | |
| 39,817 | |
| Non-Current Portion of Loans: | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| NAB Business Markets Loan | |
| 148,295 | | |
| - | |
| Unsecured Loan from QRIDA | |
| 28,953 | | |
| 39,472 | |
| | |
| 177,248 | | |
| 39,472 | |
Unsecured
Loan from American Express:
Principal
Amount: USD 106,530 (AUD 150,000)
Interest
Rate: 12.95% fixed
Maturity
Date: January 24, 2025
Guarantee:
Personally guaranteed by Robert Sutton (Managing Director)
Unsecured
Loan from Queensland Rural and Industry Development Authority (QRIDA)
Principal
Amount: USD 55,356 (AUD 79,470)
Interest
Rate: Variable, 0% for the first 12 months from commencement date. Then 2.5% p.a. for the remainder of the loan term.
Maturity
Date: July 13, 2030
Secured
Loan from National Australia Bank Limited (NAB)
Principal
Amount USD 393,000 (AUD 600,000)
Interest
Rate: 6.480% per annum plus 1.500% per annum customer margin.
Maturity
Date: November 18, 2030
Security:
General Security Agreement over all of the present and future rights, property and undertaking of Mirragin Ras Consulting Pty Ltd ACN
149 778 165 over all assets of the business known as Mirragin Unmanned Systems in favour of the NAB over all present and after acquired
property.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
“Guarantee:
Guarantee and Indemnity for AUD 600,000.00 given by Robert Guy Sutton & Laura Danielle Sutton supported by:
●
Registered Mortgage over property situated at 79/35 Ashridge Rd Darra QLD 4076 more particularly described in Certificate of Title Reference
50357554.
●
Registered Mortgage over property situated at 7 Paluna St Riverhills QLD 4074 more particularly described in Certificate of Title Reference
16941020.
●
Registered Mortgage over property situated at 10 Ostrom Street Forrestdale WA 6112 more particularly described in Certificate of Title
Volume 4034 Folio 656.”
| 12. |
Due
to Related Parties |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Rob Sutton | |
| - | | |
| 2,764 | |
| | |
| - | | |
| 2,764 | |
| 13. |
Trade
and Other Payables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Trade Payables | |
| 43,713 | | |
| 30,948 | |
All
amounts are short-term. The carrying values of trade payables are considered to be a reasonable approximation of fair value.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Credit Card Payable | |
| 13,702 | | |
| 36,506 | |
The
Group has credit card facility with American Express, bearing interest rates ranging from 0% to 22.99%. The balances are repayable within
30 days of the statement date. As of June 30, 2025, the carrying amount of credit card payables was USD 57,646 (USD 36,506 as of June
30, 2024)
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Taxes payable | |
| 43,016 | | |
| 364,412 | |
| Payroll tax payable | |
| 13,646 | | |
| 21,430 | |
| Provision for Taxation | |
| 392 | | |
| - | |
| | |
| 57,054 | | |
| 385,842 | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 16. |
Accrued
and Other Liabilities |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Payroll and benefits payable | |
| 113,553 | | |
| 150,918 | |
| Other payables | |
| 29,175 | | |
| 54,539 | |
| | |
| 142,728 | | |
| 205,457 | |
| 17. |
Related Party Transactions
|
Loans to related parties
The
Group has provided loans to Sutton Family Trust which wholly owns the Group, Defining Films and RELMS Business Services Pty Ltd which
are also owned by the Shareholder. These transactions have been carried out on normal commercial terms and conditions and at market rates.
Details of these loans are as follows:
| | |
Amount | | |
Repayment Period | |
Interest Rate | |
| Loan - Sutton Family Trust - 2025 | |
| 36,577 | | |
On demand | |
| 8.77 | % |
| Loan - RELMS Business Services Pty Ltd | |
| 21,615 | | |
On demand | |
| 8.77 | % |
| Loan - Defining Films | |
| 973 | | |
On demand | |
| 8.77 | % |
Nature
of Relationship
Sutton
Family Trust is considered a related party as it wholly owns the Company. The transactions have been made under terms that are equivalent
to those that prevail in arm’s length transactions. Defining Films and RELMS Business Services Pty Ltd are also owned by the Sole
Shareholder/Managing Director.
Outstanding
Balances
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| As of the reporting date, the following balances were outstanding: | |
| | | |
| - | |
| Loan - Sutton Family Trust – 2025 | |
| 51,621 | | |
| - | |
| Loan - Defining Films | |
| 973 | | |
| - | |
| Loan - RELMS Business Services Pty Ltd | |
| 21,615 | | |
| - | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Transactions
with Key Management Personnel
| Related Party | |
Description | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
| |
USD | | |
USD | |
| Robert Sutton | |
Salary | |
| 157,465 | | |
| 119,941 | |
| Laura Sutton | |
Salary | |
| 16,752 | | |
| 63,405 | |
| Robert Sutton | |
Loan | |
| - | | |
| 2,764 | |
Key
Management Personnel Compensation
Total
compensation paid to key management personnel during the year is as follows:
| Component | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| Salary | |
| 174,217 | | |
| 183,346 | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| Disaggregation of Revenue | |
| | | |
| | |
| Consulting Service | |
| 1,600,982 | | |
| 2,374,514 | |
| Testing and Assurance Services | |
| 19,016 | | |
| 254,060 | |
| Other Revenue | |
| - | | |
| 27,305 | |
| Services Commission 18.1 | |
| - | | |
| 44,925 | |
| | |
| 1,619,998 | | |
| 2,730,635 | |
The
Group has a contractual arrangement with one of its customers to provide services wherein the Group acts as an agent. Under this arrangement,
the service commission revenue is recognized at a point in time when the performance obligation is satisfied. This occurs when the Group
facilitates a service transaction between the principal and its customer, and has no further obligations related to the transaction.
Revenue from service commissions is recorded on a net basis, representing the amount of commission earned after deducting any amounts
owed to the principal.
External
revenue by timing of revenue
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Services transferred at a point in time | |
| 19,016 | | |
| 356,121 | |
| Services transferred over time | |
| 1,600,982 | | |
| 2,374,514 | |
| | |
| 1,619,998 | | |
| 2,730,635 | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Salaries, Wages and Benefits | |
| 970,691 | | |
| 1,713,132 | |
| Subcontractors | |
| 20,202 | | |
| 110,259 | |
| Cost of goods | |
| 22,652 | | |
| 8,113 | |
| Travel costs | |
| 6,913 | | |
| 14,555 | |
| | |
| 1,020,458 | | |
| 1,846,059 | |
| 20. |
General
and Administration Expense |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Salaries, Wages and Benefits | |
| 362,633 | | |
| 714,554 | |
| Fee and Subscription | |
| 43,381 | | |
| 32,156 | |
| Facilities Rental | |
| 297 | | |
| 548 | |
| Depreciation - ROU Assets | |
| 25,047 | | |
| 25,311 | |
| Amortization - Intangibles | |
| 27,552 | | |
| 4,684 | |
| Legal and Professional Charges | |
| 6,440 | | |
| 22,729 | |
| Marketing and Advertising Expense | |
| 1,266 | | |
| 7,809 | |
| IT expenses | |
| 28,302 | | |
| 32,471 | |
| Travelling | |
| 1,727 | | |
| 15,072 | |
| Insurance | |
| 3,347 | | |
| 3,453 | |
| Bank charges | |
| 8,475 | | |
| 7,961 | |
| Other sundry expenses | |
| 15,490 | | |
| 6,830 | |
| | |
| 523,957 | | |
| 873,578 | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Other income | |
| 3,636 | | |
| 5,709 | |
| Realized currency gain /(loss) | |
| (8 | ) | |
| (6 | ) |
| | |
| 3,628 | | |
| 5,703 | |
Other
income mainly includes redemption of American Express reward points.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Interest expense | |
| 41,476 | | |
| 13,737 | |
| Interest expense - Lease Liability | |
| 292 | | |
| 1,225 | |
| | |
| 41,768 | | |
| 14,962 | |
| Finance Income | |
| | | |
| | |
| Interest from cash and cash equivalents | |
| 49 | | |
| - | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | | |
| | |
| Profit /(loss) attributable to the ordinary equity holders of the company | |
| 43,743 | | |
| (2,670 | ) |
| Weighted average number of ordinary shares | |
| 12,000 | | |
| 12,000 | |
| Basic earnings / (loss) per share | |
| 3.65 | | |
| (0.22 | ) |
| Diluted earnings / (loss) per share | |
| 3.65 | | |
| (0.22 | ) |
| 24. |
Financial
Instruments |
Classes
and categories of financial instruments
The
carrying amounts of financial assets and financial liabilities in each category are as follows:
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| Financial Assets | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| - Loans to related parties | |
| 74,209 | | |
| - | |
| - Trade and other receivables | |
| 181,606 | | |
| 269,298 | |
| - Cash and cash equivalents | |
| 57,996 | | |
| 210,701 | |
| - Security deposits | |
| 3,098 | | |
| 3,161 | |
| | |
| | | |
| | |
| Financial Liabilities | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| - Loans | |
| 233,238 | | |
| 79,289 | |
| - Trade and other payables | |
| 43,713 | | |
| 30,948 | |
| - Taxes payable | |
| 57,054 | | |
| 385,842 | |
| - Accrued and other liabilities | |
| 142,728 | | |
| 205,457 | |
Fair
Value Measurement
All
financial assets and financial liabilities are measured at amortized cost, and their carrying values approximate their fair values.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Financial
Risk Management Objectives and Policies
The
Group’s principal financial liabilities comprise loans, trade payables, and other payables. The main purpose of these financial
liabilities is to finance the entity’s operations. The Group’s principal financial assets include loans, Investment, trade
and other receivables, and cash and cash equivalents that derive directly from its operations.
The
Group is exposed to market risk, credit risk, and liquidity risk. The Group’s strategic management oversees the management of these
risks.
Market
Risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk. The entity is primarily exposed to
interest rate risk through its variable-rate borrowings from QRIDA.
Interest
Rate Risk:
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The entity’s exposure to the risk of changes in market interest rates relates primarily to the entity’s long-term
debt obligations with floating interest rates (QRIDA Loan).
Credit
Risk
Credit
risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The entity is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks and financial institutions, foreign exchange transactions, and other financial instruments.
Trade
Receivables
The
Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on
credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the
result that the entity’s exposure to bad debts is not significant.
Liquidity
Risk
Liquidity
risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The entity monitors its risk to a shortage of funds using a recurring liquidity planning
tool. This tool considers the maturity of both its financial investments and financial assets (e.g., trade receivables and other financial
assets), and projected cash flows from operations.
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
Maturities
of Financial Liabilities:
The
following tables detail the entity’s remaining contractual maturity for its non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the entity can be required
to pay.
| Financial Liabilities | |
< 1 year | | |
1-5 years | | |
> 5 years | |
| Loans | |
| 55,990 | | |
| 177,248 | | |
| - | |
| Trade and other payables | |
| 43,713 | | |
| - | | |
| - | |
| Taxes payable | |
| 57,054 | | |
| - | | |
| - | |
| Accrued and other liabilities | |
| 142,728 | | |
| - | | |
| - | |
Capital
Management
The
primary objective of the entity’s capital management is to ensure that it maintains a strong credit rating and healthy capital
ratios in order to support its business and maximize shareholder value. The entity manages its capital structure and makes adjustments
to it in light of changes in economic conditions and the risk characteristics of the underlying assets.
The
entity monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The entity includes within net
debt, interest-bearing loans and borrowings, trade and other payables, less cash and cash equivalents.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
USD | | |
USD | |
| | |
| | |
| |
| Interest-bearing loans and borrowings | |
| 233,238 | | |
| 79,289 | |
| Cash and cash equivalents | |
| (57,996 | ) | |
| (210,701 | ) |
| Net Debt | |
| 175,242 | | |
| (131,412 | ) |
| | |
| | | |
| | |
| Total Equity | |
| 69,754 | | |
| 33,363 | |
| Net Debt | |
| 175,242 | | |
| (131,412 | ) |
| | |
| 244,996 | | |
| (98,049 | ) |
| Net debt to adjusted equity ratio | |
| 0.72 | | |
| 1.34 | |
Mirragin
Ras Consulting Pty Limited
Notes
to the Financial Statement
For
the year ended June 30, 2025
| 25. |
Presentation
currency |
For
the purpose of financial statements, the following foreign currency exchange rates were used:
| Closing Rate as at: | |
1 AUD to USD | |
| | |
| |
| 30 June 2024 | |
| 0.6682 | |
| 30 June 2025 | |
| 0.6550 | |
| | |
| | |
| Average Rate for the period ended: | |
| | |
| | |
| | |
| 30 June 2024 | |
| 0.6619 | |
| 30 June 2025 | |
| 0.6471 | |
| 26. |
Contingent
Liabilities |
As
at 30 June 2025, the Group has no contingent liabilities.
Contingent
liabilities are potential liabilities that may arise depending on the outcome of an uncertain future event. They are not recognized in
the financial statements because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Group.
The
Group continuously monitors and assesses all potential risks and uncertainties that may impact its financial position. As of the reporting
date, the Group has not identified any contingent liabilities that need to be disclosed.
| 27. |
Events
After the Reporting Date |
No
adjusting or significant non-adjusting events have occurred between June 30, 2025 (reporting date) and the date of authorisation.
Nisus Australia Pty Limited
Financial Statements
For the year ended June 30, 2025
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the accompanying consolidated financial statements of Nisus Australia Pty Limited (the Company) which comprise the consolidated
statements of financial position as at June 30, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive
income, changes in equity, and cash flows for the years then ended, and the related notes to the financial statements including a summary
of significant accounting policies.
In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of June 30, 2025 and 2024 and the results of its operations and its cash flows for each of the years then ended in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting
Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists.
The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material
if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of
these financial statements.
In
performing an audit in accordance with US GAAS, we:
| ● | Use
professional judgment and exercise professional skepticism throughout the audit. |
| | | |
| ● | Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| | | |
| ● | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| | | |
| ● | Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| | | |
| ● | Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil
Sobti, Chartered Accountant – CAANZ Membership No 449425
AICPA
Membership No 402307223
19
September 2025
Nisus
Australia Pty Limited
Statement
of Financial Position
As
at June 30, 2025
| | |
| |
As at | | |
As at | |
| | |
Notes | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
| |
AUD | | |
AUD | |
| Assets | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Current assets | |
| |
| | | |
| | |
| Trade and other receivables | |
5 | |
| 1,307,320 | | |
| 1,257,561 | |
| Income tax refundable | |
| |
| - | | |
| 3,553 | |
| Cash and cash equivalents | |
4 | |
| 797,919 | | |
| 792,951 | |
| Total current assets | |
| |
| 2,105,239 | | |
| 2,054,065 | |
| Total assets | |
| |
| 2,105,239 | | |
| 2,054,065 | |
| | |
| |
| | | |
| | |
| Equity and liabilities | |
| |
| | | |
| | |
| Equity | |
| |
| | | |
| | |
| Shareholder’s equity | |
6 | |
| 1 | | |
| 1 | |
| Retained earnings | |
| |
| 503,368 | | |
| 337,294 | |
| Total equity | |
| |
| 503,369 | | |
| 337,295 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Trade payables– related party | |
7 | |
| 1,310,587 | | |
| 1,505,785 | |
| Trade and other payables | |
8 | |
| 174,343 | | |
| 210,986 | |
| Accrued and other liabilities | |
9 | |
| 116,940 | | |
| - | |
| Total current liabilities | |
| |
| 1,601,870 | | |
| 1,716,771 | |
| Total equity and liabilities | |
| |
| 2,105,239 | | |
| 2,054,065 | |
The
accompanying notes are an integral part of these financial statements
Nisus Australia Pty Limited
Statements
of profit or loss and other comprehensive income
For
the year ended June 30, 2025
| | |
| |
For the year ended | | |
For the year ended | |
| | |
Notes | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
| |
| | |
| |
| Revenue | |
10 | |
| 14,330,997 | | |
| 12,673,128 | |
| Cost of sales – related party | |
11 | |
| (11,876,908 | ) | |
| (10,774,956 | ) |
| Cost of sales – other | |
11 | |
| (6,712 | ) | |
| 17,145 | |
| Gross profit | |
| |
| 2,447,377 | | |
| 1,915,318 | |
| | |
| |
| | | |
| | |
| General and administrative expenses | |
12 | |
| (940,509 | ) | |
| (720,098 | ) |
| Selling and marketing expenses | |
13 | |
| (14,005 | ) | |
| (14,938 | ) |
| | |
| |
| (954,515 | ) | |
| (735,037 | ) |
| Operating profit | |
| |
| 1,492,862 | | |
| 1,180,281 | |
| | |
| |
| | | |
| | |
| Interest income | |
13 | |
| 22,530 | | |
| 20,495 | |
| Profit before tax | |
| |
| 1,515,392 | | |
| 1,200,776 | |
| Tax expense | |
| |
| (379,317 | ) | |
| (300,682 | ) |
| Profit for the year | |
| |
| 1,136,075 | | |
| 900,094 | |
| | |
| |
| | | |
| | |
| Other comprehensive income | |
| |
| - | | |
| - | |
| Comprehensive profit for the year | |
| |
| 1,136,075 | | |
| 900,094 | |
| | |
| |
| | | |
| | |
Earnings
per share | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Basic | |
14 | |
| 11,361 | | |
| 9,001 | |
| Diluted | |
| |
| 11,361 | | |
| 9,001 | |
The
accompanying notes are an integral part of these financial statements
Nisus
Australia Pty Limited
Statement
of Changes in Equity
For
the year ended June 30, 2025
| | |
Share Capital | | |
Retained Earnings/
(Accumulated losses) | | |
Total Equity | |
| | |
AUD | | |
AUD | | |
AUD | |
| | |
| | |
| | |
| |
| Balance as at June 30, 2023 | |
| 1 | | |
| 861,623 | | |
| 861,624 | |
| Net income for the year | |
| - | | |
| 900,094 | | |
| 900,094 | |
| Dividend paid | |
| - | | |
| (1,424,423 | ) | |
| (1,424,423 | ) |
| Balance as at June 30, 2024 | |
| 1 | | |
| 337,294 | | |
| 337,295 | |
| | |
| | | |
| | | |
| | |
| Net income of the Year | |
| - | | |
| 1,136,075 | | |
| 1,136,075 | |
| Dividend | |
| - | | |
| (970,000 | ) | |
| (970,000 | ) |
| Balance as at June, 2025 | |
| 1 | | |
| 503,368 | | |
| 503,369 | |
The
annexed notes are integral part of these financial statements
Nisus Australia Pty Limited
Statement
of Cash Flows
For
the year ended June 30, 2025
| | |
For
the year ended | | |
For the year ended | |
| | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cash flows from operating activities | |
| | | |
| | |
| Income for the year | |
| 1,136,075 | | |
| 900,094 | |
| Adjustment for non-cash items: | |
| | | |
| | |
| Depreciation | |
| - | | |
| - | |
| | |
| | | |
| | |
| Changes in current assets and current liabilities | |
| | | |
| | |
| (Increase)/decrease in trade and other receivables | |
| (49,759 | ) | |
| (295,596 | ) |
| (Increase)/decrease in other assets | |
| 3,553 | | |
| 74,674 | |
| (Decrease)/increase in trade payables – related party | |
| (195,198 | ) | |
| 63,877 | |
| (Decrease)/increase in trade and other payables | |
| 140,893 | | |
| 210,986 | |
| Cash generated operations | |
| 1,035,564 | | |
| 954,034 | |
| Taxes paid | |
| (60,596 | ) | |
| (85,390 | ) |
| Net cash flows from/ (used in) operating activities | |
| 974,968 | | |
| 868,644 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Cash flows generated by/ (used in) from investing activities | |
| - | | |
| - | |
| Net cash flows from / (used in) investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Other cash items from financing activities | |
| (970,000 | ) | |
| (1,424,423 | ) |
| Net cash flows from/ (used in) financing activities | |
| (970,000 | ) | |
| (1,424,423 | ) |
| | |
| | | |
| | |
| Net increase / (decrease) in cash and cash equivalents | |
| 4,968 | | |
| (555,779 | ) |
| Cash and cash equivalents at the beginning of the year | |
| 792,951 | | |
| 1,348,730 | |
| Cash and cash equivalents at the end of the year | |
| 797,919 | | |
| 792,951 | |
The
accompanying notes are an integral part of these financial statements
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| 1. | General
information and basis of presentation |
Nisus
Australia is in the business of providing personnel recruitment and ICT Consulting services to a wide range of government departments
(e.g. defence), small to medium-sized businesses and individuals.
These
financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities
in the normal course of business as they become due.
The financial statements of Nisus Australia
are presented in Australian dollars (AUD) and are rounded to the nearest AUD.
| 2. | Basis
of presentation, preparation and compliance |
Statement
of compliance
The
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (IASB)
Standards,
interpretations and amendments to approved accounting standards which became effective during the year
There
are certain amendments to the accounting and reporting standards which became effective during the year and are adopted by the Company
for the financial year beginning on July 01, 2024. However, these amendments do not have any significant impact on the Company’s
financial reporting, and therefore have not been presented in these unconsolidated financial statements.
Standards,
interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early adopted
by the Company
The
following standards, amendments with respect to approved accounting standards as applicable in Pakistan would be effective from dates
mentioned below and have not been early adopted by the company:
| Standard
name |
|
Title |
|
Effective
date |
| IAS
1 |
|
Presentation
of financial statements’, Classification of liabilities as current or non-current — (Amendments) |
|
1-Jan-24 |
| IAS
7 |
|
Statement
of cash flows’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-26 |
| IAS
21 |
|
‘The
Effects of Changes in Foreign Exchange Rates’, Lack of exchangeability — (Amendments) |
|
1-Jan-25 |
| IFRS
7 |
|
‘Financial
instruments: Disclosures’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-26 |
| IFRS
9 |
|
‘Financial
instruments: Disclosures’, To address matters identified during the post-implementation review of the classification and measurement
requirements of IFRS 9 — (Amendments) |
|
1-Jan-26 |
| IFRS
16 |
|
Leases’,
Sale and Leaseback transactions — (Amendments) |
|
1-Jan-24 |
| IFRS
17 |
|
‘Insurance
contracts’ |
|
1-Jan-26 |
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| 3. | Material
accounting policies |
Going
Concern
The
management has assessed the company’s ability to continue as a going concern and has concluded that it is appropriate to prepare
the financial statements on a going concern basis. The assessment was based on the company’s current financial position, cash flow
projections, and the availability of financial resources. The financial statements have accordingly been prepared on a going concern
basis, which assumes that the company will continue to operate for the foreseeable future
Foreign
Currency Translation
Monetary
assets and liabilities denominated in foreign currencies are translated into entity’s functional currency as rates of exchange
in effect at the statement of financial position date. Revenues and expenses denominated in foreign currencies are translated into each
entity’s functional currency at rates prevailing on the transaction dates. Gains and losses resulting from translation of monetary
assets and liabilities denominated in currencies other than the Company’s functional currency are included in the determination
of income for the year.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of cash on hand, deposits held with banks and highly liquid short-term securities with maturities of three
months or less at the date of purchase.
Trade
Receivables
Trade
receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing
components when they are recognized at fair value.
Inventories
Inventories
are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price less cost to complete and
applicable selling expenses.
Property,
plant and equipment
Property,
plant and equipment are recorded at cost less accumulated depreciation and impairments. Costs include expenditures that are directly
attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the
cost can be measured reliably. The carrying value of a replaced asset is derecognized when replaced. Maintenance and repairs are expensed
as incurred. Property, plant and equipment are depreciated from the point at which the asset is ready for use. Depreciation is computed
using the methods and rates based on the estimated useful lives of the property.
The
Company follows a policy of capitalizing tangible assets that have an individual cost exceeding AUD 5,000. Assets with a cost of AUD
5,000 or below are expensed in the period they are incurred. This threshold is reviewed periodically and adjusted if necessary. plant
and equipment as outlined below:
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| Class
of fixed assets |
|
Depreciation
rate (%) |
|
Depreciation
method |
| Plant
and equipment |
|
10
to 40 |
|
Diminishing
value |
| Motor
vehicles |
|
10
to 40 |
|
Diminishing
value |
| Leasehold
improvements |
|
2.5
to 25 |
|
Diminishing
value |
| Low
value pool |
|
20
to 40 |
|
Diminishing
value |
Provisions
Provisions
are liabilities of uncertain timing or amount. A provision is recognized if, as a result of a past event, the Company has a present legal
or constructive obligation for which the amount can be estimated reliably, and it is more likely than not that an outflow of economic
benefits will be required to settle the obligation. Provisions are measured at management’s best estimate of the expenditure required
to settle the obligation. When the effect of discounting is significant, the amount of the provision is determined by discounting the
expected cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. Provisions are reviewed at each reporting date and any changes to estimates are reflected in the statement of operations.
Income
Taxes
Income
tax expense comprises current and deferred tax. Current income tax and deferred income tax are recognized in profit or loss except to
the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss),
in which case the current and/or deferred tax is also recognized directly in equity or other comprehensive income (loss). Current income
taxes is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years that are expected to be paid. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
The Company establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
Earnings
per share
Basic
earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the
period. Diluted earnings (loss) per share is calculated by adjusting net income (loss) and weighted average number of shares outstanding
during the period for the effects of dilutive potential shares, which includes any options granted.
Revenue
recognition
Nisus
Australia is in the business of providing personnel recruitment and ICT Consulting services. The revenue is based on the services provided.
Revenue from contracts with customers is recognised when performance obligations of agreed services are met for the customer at an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
To
determine whether to recognize revenue, the Company follows a 5-step process:
1.
Identifying the contract with a customer
2.
Identifying the performance obligations
3.
Determining the transaction price
4.
Allocating the transaction price to the performance obligations
5.
Recognizing revenue when/as a performance obligation(s) are satisfied
For
both personnel recruitment service contracts and ICT Consulting service contracts, the arrangement is through Time & Material Agreements.
Under this type of agreement, revenue is recognized based on the actual time (measured in the number of hours) expended in serving customers
by the conclusion of each invoicing period, typically a month. The process entails Nisus personnel submitting timesheets that are approved
by designated customer delegates at the conclusion of each period. Customers are then invoiced for the accumulated hours worked. The
standard credit term is a 30-day payment window from the issuance date of the invoices. In accordance with the practical expedient for
the invoice method under IFRS 15, the Company recognizes revenue from services at the time of invoicing, provided that it has an enforceable
right to payment and has fulfilled its service obligations to the customer.
Financial
instruments
Financial
Assets
Initial
measurement
All
financial assets and liabilities are initially measured at cost which is the fair value of the consideration given or received. These
are subsequently measured at fair value, amortized cost or cost as the case may be.
The
classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Company’s business model for managing them. With the exception of trade receivables, amounts due from related parties and
bank balances that do not contain a significant financing component or for which the Company has applied the practical expedient, the
Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs.
Trade
receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured
at the transaction price determined under IFRS 15. Refer to the accounting policy in Revenue Recognition.
In
order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding.
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
The
Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets,
or both.
Purchases
or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace
(regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.
The
Company’s financial assets include bank balances and trade receivables.
Subsequent
measurement
For
purposes of subsequent measurement, financial assets are classified in four categories:
- Financial
assets at fair value through profit or loss - The Company has not designated any financial asset as fair value through profit or loss.
- Financial
assets at amortized cost (debt instruments) - This category is the most relevant to the Company. The Company subsequently measures financial
assets at amortized cost using EIR method and are subject to impairment. Gains and losses are recognized in the statement of profit or
loss when the asset is derecognized, modified or impaired;
- Financial
assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) -The Company has not designated any
financial asset at fair value through OCI with recycling of cumulative gains and losses; and
- Financial
assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
- The Company has not designated any financial asset at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition.
Financial
Liabilities
Initial
measurement
Financial
liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs
The
Company’s financial liabilities include accounts payables and accrued and other liabilities.
Subsequent
Measurement
The
measurement of financial liabilities depends on their classification as described below:
Financial
Liabilities at Fair Value through Profit or Loss
The
Company has not designated any financial liability as fair value through profit or loss.
Borrowings
Borrowings
are initially recognized at the fair value of the consideration received less directly attributable transaction costs
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
After
initial recognition, borrowings are subsequently measured at amortized cost using the effective interest rate method (“EIR”).
Gains and losses are recognized in the statement of comprehensive income when the liabilities are derecognized as well as through the
amortization process.
Amortized
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortization is included in finance costs in the statement of comprehensive income.
Instalments
due within one year are shown as a current liability.
Accrued
expenses
Liabilities
are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not
Fair
Value of Financial Instrument
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In
the principal market for the asset or liability, or
In
the absence of a principal market, in the most advantageous market for the asset or liability
The
principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in
their economic best interest.
The
Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Offsetting
of Financial Instruments
Financial
assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and only if, there
is a currently enforceable legal right to offset the recognized amounts and the Company intends to settle on a net basis, or to realize
the assets and liabilities simultaneously.
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| 4. | Cash
and cash equivalents |
| | |
As
at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cash at bank | |
| 797,918 | | |
| 792,950.0 | |
| Cash in hand | |
| 1 | | |
| 1 | |
| | |
| 797,919 | | |
| 792,951.0 | |
| 5. | Trade
and Other Receivables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Accounts receivables | |
| 1,307,320 | | |
| 1,257,561 | |
The
average credit period on rendering of services is 30 days. No interest is charged on outstanding trade receivables.
The
Company measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses (ECL). These expected
credit losses are estimated based on past default experience of the debtor, the current financial position of the debtor, and adjusted
for factors specific to the debtors, general economic conditions, and an assessment of both current and forecast conditions at the reporting
date.
The Company uses a simplified approach, recognizing a loss allowance based on lifetime ECL from the initial recognition
of the receivables. The Company periodically reviews the recoverability of receivables and ascertains the possibility of credit losses.
Based on this assessment, the Company creates a provision of doubtful debt that is charged to the statement of profit or loss in the
period in which these are determined.
The
share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of AUD 1 per share. All shares are
equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of the Company.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Fully paid Ordinary Shares- Numbers | |
| 100 | | |
| 100 | |
| Fully paid Ordinary Shares - Amount (AUD) | |
| 1 | | |
| 1 | |
Dividends
During
the year ended June 30, 2025, Nisus Australia Pty Ltd. paid dividends of AUD 970,000 to its equity shareholders. (June 30, 2024:1,424,423)
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| 7. | Related
Party Transactions |
Nisus
Australia Pty Ltd and Nisus Payroll Pty Ltd are entities under common control, wholly owned by the same shareholder. Nisus Payroll Pty
Ltd was established to manage employment services and payroll processing for Nisus Australia Pty Ltd. Under this arrangement, Nisus Payroll
Pty Ltd serves as the employer of record for all personnel—including employees and contractors—who are engaged to fulfil
customer contracts on behalf of Nisus Australia Pty Ltd. Accordingly, all employment-related payments, including salaries, wages, and
contractor fees, are administered through Nisus Payroll Pty Ltd.
| Related parties | |
Relationship | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| |
AUD | | |
AUD | |
| Cost of sales | |
| |
| | | |
| | |
| Nisus Payroll Pty Ltd | |
Entity under common control | |
| 11,876,908 | | |
| 10,774,956 | |
| | |
| |
| | | |
| | |
| Payables | |
| |
| | | |
| | |
| Nisus Payroll Pty Limited | |
Entity under common control | |
| 1,310,587 | | |
| 1,505,785 | |
| | |
| |
| | | |
| | |
| Related party transactions were made on normal commercial terms and conditions. Outstanding balances are unsecured, interest-free, and repayable on demand, and no guarantees have been given or received in respect of these balances. |
| | |
| |
| | | |
| | |
| Key Management Personnel Compensation | |
| |
| | | |
| | |
| Short-term employee benefits | |
CEO | |
| 6,364 | | |
| 7,549 | |
| | |
| |
| | | |
| | |
| During the year, the Company incurred expenses of AUD 6,364 on behalf of the Chief Executive Officer (CEO). These transactions have been disclosed as related party transactions in accordance with the requirements of the applicable accounting standards. |
| 8. | Trade
and other payables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Trade and other payables – related party | |
| 1,310,587 | | |
| 1,505,785 | |
| Trade and other payables – others | |
| 174,343 | | |
| 210,986 | |
| Trade Payable | |
| 1,484,930 | | |
| 1,716,771 | |
| 9. | Accrued
and other liabilities |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | |
| |
| GST | |
| 56,344 | | |
| - | |
| Income tax payable | |
| 60,596 | | |
| - | |
| | |
| 116,940 | | |
| - | |
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | |
| |
| Consulting services | |
| 14,330,997 | | |
| 12,673,128 | |
The
Company’s revenue is derived solely from the provision of ICT Consulting services under time and materials contracts. Given the
nature of the business and the uniformity of service type, customers, and contract terms, the revenue has been presented as a single
category. Revenue is recognized over time as services are rendered, based on hours incurred and invoiced to the customer, in accordance
with the performance obligations set out in each contract. The Company applies the practical expedient under IFRS 15.121, recognizing
revenue at the time of invoicing, as this corresponds directly with the value of the service transferred to the customer.
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | |
| |
| Management Fees - Subcontractor | |
| 11,809,313 | | |
| 10,757,811 | |
| Management Fees - Processing Fees | |
| 74,307 | | |
| - | |
| | |
| 11,883,620 | | |
| 10,757,811 | |
The cost of sales includes AUD 11,876,908
of related-party expenses for the year ended 30 June 2025 (30 June 2024: AUD 10,774,956). (Ref. note 7, Related party transactions).
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | |
| |
| General and administrative | |
| 940,509 | | |
| 720,098 | |
| Sales and marketing | |
| 14,005 | | |
| 14,938 | |
| | |
| 954,514 | | |
| 735,037 | |
| Expenses by nature | |
| | | |
| | |
| Office expenses | |
| 1,765 | | |
| 2,131 | |
| Interest and bank charges | |
| 160 | | |
| 120 | |
| Professional fees | |
| 271,741 | | |
| 115,846 | |
| Salaries and benefits | |
| 638,464 | | |
| 564,039 | |
| Insurance | |
| 24,364 | | |
| 30,482 | |
| Sales and marketing | |
| 14,005 | | |
| 14,938 | |
| Travel | |
| 1,210 | | |
| 4,688 | |
| Miscellaneous expense | |
| 2,805 | | |
| 2,793 | |
| | |
| 954,514 | | |
| 735,037 | |
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Interest earned | |
| 22,530 | | |
| 20,495 | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | |
| |
| Profit attributable to the ordinary equity holders of the company | |
| 1,136,075 | | |
| 900,094 | |
| Weighted average number of ordinary shares | |
| 100 | | |
| 100 | |
| | |
| | | |
| | |
| Basic earnings / (loss) per share | |
| 11,361 | | |
| 9,001 | |
| Diluted earnings / (loss) per share | |
| 11,361 | | |
| 9,001 | |
Classes
and categories of financial instruments
The
carrying amounts of financial assets and financial liabilities in each category are as follows:
| | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Financial Assets | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| Loans from related parties | |
| - | | |
| - | |
| -Trade and other receivables | |
| 1,307,320 | | |
| 1,257,561 | |
| -Cash and cash equivalents | |
| 797,919 | | |
| 792,951 | |
| Financial Liabilities | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| -Trade and other payables | |
| 1,484,930 | | |
| 1,716,771 | |
| -Accrued and other liabilities | |
| 116,940 | | |
| - | |
Fair
Value Measurement
All
financial assets and financial liabilities are measured at amortized cost, and their carrying values approximate their fair values.
Financial
Risk Management Objectives and Policies
“The
Company’s principal financial liabilities comprise trade payables. The main purpose of these financial liabilities is to finance
the entity’s operations. The Company’s principal financial assets include loans, trade receivables, and cash and cash equivalents
that derive directly from its operation
Nisus
Australia Pty Limited
Notes
to the financial statements
For
the year ended 30 June 2025
Market
Risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk. The entity is not exposed to interest
rate risk
Interest
Rate Risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The entity is not exposure to the risk of changes in market interest rates
Credit
Risk
Credit
risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The entity is exposed to credit risk from its operating activities primarily trade receivables.
Trade
Receivables
The
Company trades only with recognized, creditworthy third parties. It is the Company’s policy that all customers who wish to trade
on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with
the result that the entity’s exposure to bad debts is not significant.
Liquidity
Risk
Liquidity
risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The entity monitors its risk to a shortage of funds using a recurring liquidity planning
tool. This tool considers the maturity of both its financial investments and financial assets.
Maturities
of Financial Liabilities
The
following tables detail the entity’s remaining contractual maturity for its non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the entity can be required
to pay.
| Financial Liabilities | |
< 1 year | | |
1-5 years | | |
> 5 years | |
| Trade and other payables | |
| 1,484,930 | | |
| - | | |
| - | |
| Accrued and other liabilities | |
| 116,940 | | |
| - | | |
| - | |
| 16. | Contingencies
and commitments |
As
at 30 June 2025, the Company has no contingent liabilities
Contingent
liabilities are potential liabilities that may arise depending on the outcome of an uncertain future event. They are not recognized in
the financial statements because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company.
The
Company continuously monitors and assesses all potential risks and uncertainties that may impact its financial position. As of the reporting
date, the Company has not identified any contingent liabilities that need to be disclosed.
| 17. | Events
After the Reporting Date |
No
adjusting or significant non-adjusting events have occurred between the 30 June, 2025 (reporting date) and the date of authorisation.
Nisus
Payroll Pty Limited
Financial
Statements
For
the year ended June 30, 2025
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the accompanying consolidated financial statements of Nisus Payroll Pty Limited (the Company) which comprise the consolidated
statements of financial position as at June 30, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive
income, changes in equity, and cash flows for the years then ended, and the related notes to the financial statements including a summary
of significant accounting policies.
In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of June 30, 2025 and 2024 and the results of its operations and its cash flows for each of the years then ended in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting
Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists.
The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material
if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of
these financial statements.
In
performing an audit in accordance with US GAAS, we:
| ● | Use
professional judgment and exercise professional skepticism throughout the audit. |
| | | |
| ● | Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| | | |
| ● | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| | | |
| ● | Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| | | |
| ● | Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil
Sobti, Chartered Accountant – CAANZ Membership No 449425
AICPA
Membership No 402307223
19
September 2025
Nisus
Payroll Pty Ltd
Statement of financial position
As at June 30, 2025
| | |
| |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
Notes | |
AUD | | |
AUD | |
| Assets | |
| |
| | |
| |
| Current assets | |
| |
| | | |
| | |
| Trade and other receivables – related party | |
4 | |
| 1,310,587 | | |
| 1,505,785 | |
| Cash and bank balances | |
5 | |
| 278,265 | | |
| 365,043 | |
| Income taxes receivable | |
6 | |
| - | | |
| 904 | |
| Total current assets | |
| |
| 1,588,852 | | |
| 1,871,732 | |
| Total assets | |
| |
| 1,588,852 | | |
| 1,871,732 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Trade and other payables | |
7 | |
| 1,342,665 | | |
| 1,343,837 | |
| Accrued and other liabilities | |
8 | |
| 239.408 | | |
| 513,977 | |
| Total current liabilities | |
| |
| 1,582,073 | | |
| 1,857,814 | |
| Total liabilities | |
| |
| 1,582,073 | | |
| 1,857,814 | |
| | |
| |
| | | |
| | |
| Shareholder’s equity | |
| |
| | | |
| | |
| Shared capital | |
9 | |
| 120 | | |
| 120 | |
| Retained earnings | |
| |
| 6,659 | | |
| 13,798 | |
| Total equity | |
| |
| 6.779 | | |
| 13,918 | |
| Total equity and liabilities | |
| |
| 1,588,852 | | |
| 1,871,732 | |
The
annexed notes are an integral part of these financial statements.
Nisus
Payroll Pty Ltd
Statement of profit or loss and other comprehensive income
For the year ended June 30, 2025
| | |
| |
For the year ended June 30, 2025 | | |
For the year
ended
June 30, 2024 | |
| | |
Notes | |
AUD | | |
AUD | |
| | |
| |
| | |
| |
| Revenue from related party | |
11 | |
| 11,876,908 | | |
| 10,774,956 | |
| Revenue – other | |
11 | |
| 6,712 | | |
| 45,750 | |
| Gross revenue | |
| |
| 11,883,620 | | |
| 10,820,706 | |
| Cost of sales | |
12 | |
| (11,876,908 | ) | |
| (10,774,956 | ) |
| Gross profit | |
| |
| 6,712 | | |
| 45,750 | |
| General and administrative expenses | |
13 | |
| (27,561 | ) | |
| (37,419 | ) |
| Operating profit / (loss) | |
| |
| (20,849 | ) | |
| 8,331 | |
| Other income | |
14 | |
| 75,84 | | |
| 490 | |
| Interest income | |
15 | |
| 6,126 | | |
| 4,791 | |
| Profit / (loss) before taxation | |
| |
| (7,139 | ) | |
| 13,612 | |
| Taxation | |
| |
| - | | |
| - | |
| Profit / (loss) after taxation | |
| |
| (7,139 | ) | |
| 13,612 | |
| Other Comprehensive Income for the year | |
| |
| - | | |
| - | |
| Total other comprehensive income for the year | |
| |
| - | | |
| - | |
| Total comprehensive income / (loss) for the year | |
| |
| (7,139 | ) | |
| 13,612 | |
| | |
| |
| | | |
| | |
| Earnings/(loss) per share | |
| |
| | | |
| | |
| Basic | |
16 | |
| (59 | ) | |
| 113 | |
| Diluted | |
| |
| (59 | ) | |
| 113 | |
The
annexed notes are an integral part of these financial statements
Nisus
Payroll Pty Ltd
Statement of Changes in Equity
For the year ended June 30, 2025
| | |
Share Capital | | |
Retained
Earnings/
(Accumulated loss) | | |
Total equity | |
| | |
AUD | | |
AUD | | |
AUD | |
| | |
| | |
| | |
| |
| Balance as at June 30, 2023 | |
| 120 | | |
| 16,686 | | |
| 16,806 | |
| Share capital | |
| - | | |
| - | | |
| - | |
| Dividend | |
| | | |
| (16,500 | ) | |
| (16,500 | ) |
| Profit / (loss) for the year | |
| - | | |
| 13,612 | | |
| 13,612 | |
| Balance as at June 30, 2024 | |
| 120 | | |
| 13,798 | | |
| 13,918 | |
| Share capital | |
| - | | |
| - | | |
| - | |
| Dividend | |
| - | | |
| - | | |
| - | |
| Profit/ (loss) for the year | |
| - | | |
| (7,139 | ) | |
| (7,139 | ) |
| Balance as at June 30, 2025 | |
| 120 | | |
| 6,659 | | |
| 6,779 | |
The
annexed notes are integral part of these financial statements.
Nisus
Payroll Pty Ltd
Statement of Cash Flows
For the year ended June 30, 2025
| | |
For the year ended June 30, 2025 | | |
For the year
ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cash flows from operating activities | |
| | | |
| | |
| Net Profit/(Loss) after tax | |
| (7,139 | ) | |
| 13,612 | |
| Changes in working capital: | |
| | | |
| | |
| (Increase)/decrease in trade receivables – related party | |
| 196,102 | | |
| (1,381,699 | ) |
| (Increase)/decrease in other assets | |
| - | | |
| 137,439 | |
| (Decrease)/increase in trade and other payables | |
| (275,741 | ) | |
| 1,450,506 | |
| Cash flows generated from / (used in) operating activities | |
| (86,779 | ) | |
| 219,858 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Cash flows generated from / (used in) investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Dividend paid | |
| - | | |
| (16,500 | ) |
| Net cash from / (used in) financing activities | |
| - | | |
| (16,500 | ) |
| | |
| | | |
| | |
| Net (decrease) / increase in cash and cash equivalents | |
| (86,779 | ) | |
| 203,358 | |
| Cash and cash equivalents at beginning of the year | |
| 365,043 | | |
| 161,685 | |
| Cash and cash equivalents at end of the year | |
| 278,265 | | |
| 365,043 | |
The
annexed notes are integral part of these financial statements
Nisus
Payroll Pty Ltd
Notes to the Financial Statements
For the year ended June 30, 2025
| 1. | General
information and basis of presentation |
Nisus
Payroll Pty Ltd is in the business of providing ICT Consulting and personnel services.
These
financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities
in the normal course of business as they become due.
The
financial statements of Nisus Payroll are presented in Australian dollars (AUD) and are rounded to the nearest AUD.
| 2. | Basis
of presentation, preparation and compliance |
Statement
of compliance
The
financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as
issued by the International Accounting Standards Board (IASB).
2.1
Standards, interpretations and amendments to approved accounting standards which became effective during the year
There
are certain amendments to the accounting and reporting standards which became effective during the year and are adopted by the Company
for the financial year beginning on July 01, 2023. However, these amendments do not have any significant impact on the Company’s
financial reporting and therefore have not been presented in these unconsolidated financial statements.
2.2
Standards, interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early
adopted by the Company
The
following standards, amendments with respect to the approved accounting standards as applicable in Pakistan would be effective from the
dates mentioned below and have not been early adopted by the Company:
| Standard
name |
|
Standards,
Interpretations and Amendments |
|
Effective
date (Annual periods beginning on or after) |
| IAS
1 |
|
Presentation
of financial statements Classification of liabilities as current or non-current (Amendments). |
|
01-Jan-2024 |
| IAS
7 |
|
Statement
of cash flows, and changes regarding supplier finance arrangements (Amendments). |
|
01-Jan-2026 |
| IAS
21 |
|
The
Effects of Changes in Foreign Exchange Rates Lack of Exchangeability (Amendments). |
|
01-Jan-2025 |
| IFRS
7 |
|
Financial
instruments: Disclosures Changes regarding supplier finance arrangements (Amendments). |
|
01-Jan-2026 |
| IFRS
9 |
|
Financial
instruments: Disclosures To address matters identified during the post-implementation review of the classification and measurement
requirements of IFRS 9 (Amendments). |
|
01-Jan-2026 |
| IFRS
16 |
|
‘Leases’,
Sale and Leaseback transactions — (Amendments) |
|
01
Jan 2024 |
| IFRS
17 |
|
‘Insurance
contracts’ |
|
01
Jan 2026 |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
The
management expects that the adoption of above standards and amendment will not have any material impact on the Company’s financial
statements.
Material
accounting policies
Going
Concern
The
management has assessed the company’s ability to continue as a going concern and has concluded that it is appropriate to prepare
the financial statements on a going concern basis. The assessment was based on the company’s current financial position, cash flow
projections, and the availability of financial resources.
The
financial statements have accordingly been prepared on a going concern basis, which assumes that the company will continue to operate
for the foreseeable future.
Foreign
Currency Translation
Monetary
assets and liabilities denominated in foreign currencies are translated into each entity’s functional currency as rates of exchange
in effect at the statement of financial position date. Revenues and expenses denominated in foreign currencies are translated into each
entity’s functional currency at rates prevailing on the transaction dates. Gains and losses resulting from translation of monetary
assets and liabilities denominated in currencies other than the Company’s functional currency are included in the determination
of income for the year
Cash
and Cash Equivalents
Cash
and cash equivalents comprise cash on hand, demand deposits and short-term investments which are readily convertible to known amounts
of cash, and which are subject to an insignificant risk of change in value.
Trade
Receivables
‘Trade
receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components
when they are recognized at fair value.
Inventories
Inventories
are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price less cost to complete and
applicable selling expenses.
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Property,
plant and equipment
Property,
plant and equipment are recorded at cost less accumulated depreciation and impairments. Costs include expenditures that are directly
attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the
cost can be measured reliably. The carrying value of a replaced asset is derecognized when replaced. Maintenance and repairs are expensed
as incurred. Property, plant and equipment are depreciated from the point at which the asset is ready for use. Depreciation is computed
using the methods and rates based on the estimated useful lives of the property.
The
Company follows a policy of capitalizing tangible assets that have an individual cost exceeding AUD 5,000. Assets with a cost of AUD
5,000 or below are expensed in the period they are incurred. This threshold is reviewed periodically and adjusted if necessary. plant
and equipment as outlined below:
| Class
of fixed assets |
|
Depreciation
rate (%) |
|
Depreciation
method |
| Plant
and equipment |
|
10
to 40 |
|
Diminishing
value |
| Motor
vehicles |
|
10
to 40 |
|
Diminishing
value |
| Leasehold
improvements |
|
2.5
to 25 |
|
Diminishing
value |
| Low
value pool |
|
20
to 40 |
|
Diminishing
value |
Provisions
Provisions
are liabilities of uncertain timing or amount. A provision is recognized if, as a result of a past event, the Company has a present legal
or constructive obligation for which the amount can be estimated reliably, and it is more likely than not that an outflow of economic
benefits will be required to settle the obligation. Provisions are measured at management’s best estimate of the expenditure required
to settle the obligation. When the effect of discounting is significant, the amount of the provision is determined by discounting the
expected cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. Provisions are reviewed at each reporting date and any changes to estimates are reflected in the statement of operations.
Income
Taxes
Income
tax expense comprises current and deferred tax. Current income tax and deferred income tax are recognized in profit or loss except to
the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss),
in which case the current and/or deferred tax is also recognized directly in equity or other comprehensive income (loss). Current income
taxes is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years that are expected to be paid. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
The Company establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Earnings
per share
Basic
earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the
period. Diluted earnings (loss) per share is calculated by adjusting net income (loss) and weighted average number of shares outstanding
during the period for the effects of dilutive potential shares, which includes any options granted.
Revenue
recognition
The
entity generates its revenue from its contracts with Nisus Australia Pty Ltd. for supplying skilled professionals. The Company’s
business model is to provide temporary staff required for Nisus Australia’s operations. Company will provide qualified personnel,
meeting specific needs and requirements of Nisus Australia Pty Ltd.
Revenue
represents amounts charged to Nisus Australia for the amount of salaries or wages paid to the manpower supplied. Company also charges
a markup on the salaries or wages paid to the manpower supplied. This markup covers our operational costs, including recruitment, administrative
overheads
The
Company has concluded that it is the principal in its revenue arrangements because it controls the services before transferring them
to the customer.
The
Company has identified that its performance obligations in the contracts entail sourcing and providing skilled manpower to Nisus Australia
for a specified period. In accordance with the contractual terms, the Company invoices Nisus Australia for the provision of skilled manpower.
These invoices are typically issued on a monthly basis throughout the duration of the contract and are recognized as revenue.
This
revenue recognition practice aligns with the principle of recognizing revenue over time to the extent of the amount the Company is
entitled to. It also corresponds to recognizing revenue over time for the satisfaction of performance obligations over time. This
determination is based on several factors:
| |
● |
Services
are transferred to the customer continuously throughout the duration of the contract. |
| |
● |
The
customer benefits as work progresses, with the skilled manpower contributing to ongoing operations or projects. |
| |
● |
Progress
can be reliably measured by invoicing monthly, providing a clear indication of the services rendered. |
The
Company possesses the enforceable right to payment for the services provided by employees within a given month, further supporting the
recognition of revenue over time.
The
revenue accounted for within Nisus Payroll’s financial statements are captured in the Cost of Sales figure in Nisus Australia’s
financial statements and there is no margin charged to Nisus Australia.
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Financial
Liabilities
Initial
measurement
Financial
liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs
The
Company’s financial liabilities include accounts payables and accrued and other liabilities.
Subsequent
Measurement
The
measurement of financial liabilities depends on their classification as described below:
Financial
Liabilities at Fair Value through Profit or Loss
The
Company has not designated any financial liability as fair value through profit or loss.
Borrowings
Borrowings
are initially recognised at the fair value of the consideration received less directly attributable transaction costs
After
initial recognition, borrowings are subsequently measured at amortised cost using the effective interest rate method (“EIR”).
Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the
amortisation process.
Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance costs in the statement of comprehensive income.
Instalments
due within one year are shown as a current liability.
Accrued
expenses
Liabilities
are recognised for amounts to be paid in the future for goods or services received, whether billed by the supplier or not
Fair
Value of Financial Instrument
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In
the principal market for the asset or liability, Orin the absence of a principal market, in the most advantageous market for the asset
or liability
The
principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in
their economic best interest.
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
The
Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Offsetting
of Financial Instruments
Financial
assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and only if, there
is a currently enforceable legal right to offset the recognized amounts and the Company intends to settle on a net basis, or to realize
the assets and liabilities simultaneously.
| 4. | Trade
receivables – related party |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Accounts receivables | |
| 1,310,587 | | |
| 1,505,785 | |
| | |
| 1,310,587 | | |
| 1,505,785 | |
The
average credit period on sales of services is 30 days. No interest is charged on outstanding trade receivables.
The
Company measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses (ECL). These expected
credit losses are estimated based on past default experience of the debtor, the current financial position of the debtor, and adjusted
for factors specific to the debtors, general economic conditions, and an assessment of both current and forecast conditions at the reporting
date.
The
Company uses a simplified approach, recognizing a loss allowance based on lifetime ECL from the initial recognition of the receivables.
The Company periodically reviews the recoverability of receivables and ascertains the possibility of credit losses. Based on this assessment,
the Company creates a provision of doubtful debt that is charged to statement of profit or loss in the period in which these are determined.
| 5. | Cash
and cash equivalents |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Cash in hand | |
| 120 | | |
| 120 | |
| Cash at banks | |
| 278,145 | | |
| 364,923 | |
| | |
| 278,265 | | |
| 365,043 | |
| 6. | Income
taxes receivable |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Tax refundable | |
| - | | |
| 903 | |
| | |
| - | | |
| 138,342 | |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
| 7. | Trade
and other payables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Wages Payables | |
| 1,342,665 | | |
| 1,343,837 | |
| | |
| 1,342,665 | | |
| 1,343,837 | |
All
amounts are short-term. The carrying values of trade payables are considered to be a reasonable approximation of fair value.
| 8. | Accrued
and other liabilities |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| ATO integrated account | |
| 238,690 | | |
| 513,977 | |
| Payroll and benefits payable | |
| 2 | | |
| - | |
| Lease Liability | |
| 716 | | |
| - | |
| | |
| 239,408 | | |
| 513,977 | |
The
share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of AUD 1 per share. All shares are
equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of the Company.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Fully paid ordinary share capital - amount (AUD) | |
| 120 | | |
| 120 | |
| | |
| 120 | | |
| 120 | |
Dividends
During
the year ended June 30, 2024, Nisus Payroll Pty Ltd. paid dividends of AUD 16,500 to its equity shareholders.
| 10. | Related
Party Transactions |
Nisus
Payroll Pty Ltd and Nisus Australia Pty Ltd are entity under common control, wholly owned by the same shareholders. Nisus Payroll Pty
Ltd was incorporated to provide payroll and staffing services exclusively to Nisus Australia Pty Ltd. All revenues of Nisus Payroll are
derived from providing contract-based employees to Nisus Australia. Further, these transactions are also occurred on arm length basis.
The
Company considers these transactions to be related party transactions and has disclosed them in accordance with applicable accounting
standards.
| Related parties | |
Relationship | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| Revenue | |
| |
AUD | | |
AUD | |
| Nisus Australia Pty limited | |
Entity under common control | |
| 11,876,908 | | |
| 10,774,956 | |
| | |
| |
| | | |
| | |
| Receivable | |
| |
| | | |
| | |
| Nisus Australia Pty Limited | |
Entity under common control | |
| 1,310,587 | | |
| 1,505,785 | |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Related
party transactions were made on normal commercial terms and conditions. Outstanding balances are unsecured, interest-free, and repayable
on demand, and no guarantees have been given or received in respect of these balances.
| Key Management Personnel Compensation | |
| |
| | |
| |
| | |
| |
| | | |
| | |
| Short-term employee benefits | |
CEO’s Son | |
| 28,280 | | |
| - | |
During
the year, CEO’s son was employed during the year and received wages of AUD 25,363, along with superannuation contributions at the
rate of 11.5% (AUD 2,917). This transaction has been disclosed as related party transactions in accordance with the requirements of the
applicable accounting standards.
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Consulting Income | |
| 11,883,620 | | |
| 10,820,706 | |
| | |
| 11,883,620 | | |
| 10,820,706 | |
The
Company’s revenue is derived solely from the provision of ICT Consulting services under time and materials contracts. Given the
nature of the business and the uniformity of service type, customers, and contract terms, the revenue has been presented as a single
category. Revenue is recognized over time as services are rendered, based on hours incurred and invoiced to the customer, in accordance
with the performance obligations set out in each contract. The Company applies the practical expedient under IFRS 15.121, recognizing
revenue at the time of invoicing, as this corresponds directly with the value of the service transferred to the customer.
Revenue
includes AUD 11,876,908 of related-party revenue for the year ended 30 June 2025 (30 June 2024: AUD 10,774,956). (Ref. note 10, Related
party transactions).
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Salaries and wages | |
| 11,876,908 | | |
| 10,774,956 | |
| | |
| 11,876,908 | | |
| 10,774,956 | |
| 13. | General
and administrative expenses |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Office expense | |
| 13,297 | | |
| 469 | |
| Accrued Superannuation | |
| 10,357 | | |
| (8,800 | ) |
| Travel | |
| 3,907 | | |
| 45,750 | |
| | |
| 27,561 | | |
| 37,419 | |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Interest Income | |
| 6,126 | | |
| 4,791 | |
| | |
| 6,126 | | |
| 4,791 | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Other income | |
| 7,584 | | |
| 490 | |
| | |
| 7,584 | | |
| 490 | |
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Profit & loss attributable to the ordinary equity holders of the company | |
| (7,139 | ) | |
| 13,612 | |
| Weighted average number of ordinary shares | |
| 120 | | |
| 120 | |
| | |
| | | |
| | |
| Basic earnings / (loss) per share | |
| (59 | ) | |
| 113 | |
| Diluted earnings / (loss) per share | |
| (59 | ) | |
| 113 | |
Classes
and categories of financial instruments
The
carrying amounts of financial assets and financial liabilities in each category are as follows:
| | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Financial Assets | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| Income taxes receivable | |
| - | | |
| 904 | |
| Trade and other receivables | |
| 1,310,587 | | |
| 1,505,785 | |
| Cash and cash equivalents | |
| 278,265 | | |
| 365,043 | |
| Financial Liabilities | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| Trade and other payables | |
| 1,342,665 | | |
| 1,343,837 | |
| Accrued and other liabilities | |
| 239,408 | | |
| 513,977 | |
Nisus
Payroll Pty Ltd
Notes
to the Financial Statements
For
the year ended June 30, 2025
Fair
Value Measurement
All
financial assets and financial liabilities are measured at amortized cost, and their carrying values approximate their fair values.
Market
Risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk. The entity is not exposed to interest
rate risk.
Interest
Rate Risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The entity is not exposure to the risk of changes in market interest rates
Credit
Risk
Credit
risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The entity is not exposed to credit risk
Liquidity
Risk
Liquidity
risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The entity is not exposed to credit risk
Maturities
of Financial Liabilities
The
following tables detail the entity’s remaining contractual maturity for its non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the entity can be required
to pay.
| Financial Liabilities | |
< 1 year | | |
1-5 years | | |
> 5 years | |
| Trade and other payables | |
| 1,342,665 | | |
| - | | |
| - | |
| Accrued and other liabilities | |
| 239,408 | | |
| - | | |
| - | |
| 18. | Contingencies
and commitments |
As
at June 30, 2025, the Company had no contingent liabilities.
Contingent
liabilities are potential liabilities that may arise depending on the outcome of an uncertain future event. They are not recognized in
the financial statements because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company.
The
Company continuously monitors and assesses all potential risks and uncertainties that may impact its financial position. As of the reporting
date, the Company has not identified any contingent liabilities that need to be disclosed.
| 19. | Events
after the reporting date |
No
adjusting or significant non-adjusting events have occurred between the June 30, 2025 (reporting date) and the date of authorisation.
Vega Global Technologies Pty Ltd
Financial Statements
For the year ended June
30, 2025
Independent
Auditor’s Report
Opinion
on the Financial Statements
We
have audited the financial statements of Vega Global Technologies Pty Limited (the Company) which comprise the statement of financial
position as at June 30, 2025 and 2024, and the related statements of profit or loss and other comprehensive income, changes in equity,
and cash flows for the years ended June 30, 2025 and 2024 and the related notes to the financial statements including a summary of significant
accounting policies.
In
our opinion, the accompanying financial statements present fairly, in all material respects, the Statement of financial position of the
Company at June 30, 2025 and 2024 and the related statements of profit or loss and other comprehensive income, changes in equity, and
cash flows for the periods above mentioned, in accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB).
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company, and have fulfilled our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management and Those Charged with Governance for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting
Standard (IFRS) as issued by International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users made on the basis of these financial statements.
In
performing an audit in accordance with US GAAS, we:
| ● | Use
professional judgment and exercise professional skepticism throughout the audit. |
| | | |
| ● | Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| | | |
| ● | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of internal controls. Accordingly, no such opinion is expressed. |
| | | |
| ● | Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements. |
| | | |
| ● | Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and internal control related matters identified during our audit.
Akhil
Sobti, Chartered Accountant – CAANZ Membership No 449425
AICPA
Membership No 402307223
19
September 2025
Vega
Global Technologies Pty Ltd
Statement
of Financial Position
As
at June 30, 2025
| | |
| |
As at | | |
As at | |
| | |
Notes | |
June 30, 2025 | | |
June 30, 2024 | |
| | |
| |
| AUD | | |
| AUD | |
| Assets | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Non-current assets | |
| |
| | | |
| | |
| Property, plant and equipment | |
| |
| | | |
| | |
| Intangible Assets | |
4 | |
| 1 | | |
| 1 | |
| Total non-current assets | |
| |
| 1 | | |
| 1 | |
| | |
| |
| | | |
| | |
| Current assets | |
| |
| | | |
| | |
| Cash and cash equivalents | |
5 | |
| 100 | | |
| 100 | |
| Total current assets | |
| |
| 100 | | |
| 100 | |
| Total assets | |
| |
| 101 | | |
| 101 | |
| | |
| |
| | | |
| | |
| Equity and liabilities | |
| |
| | | |
| | |
| Equity | |
| |
| | | |
| | |
| Shareholder’s equity | |
6 | |
| 100 | | |
| 100 | |
| Retained earnings | |
| |
| - | | |
| - | |
| Total equity | |
| |
| 100 | | |
| 100 | |
| | |
| |
| | | |
| | |
| Liabilities | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Trade and other payables | |
7 | |
| 1 | | |
| 1 | |
| Total current liabilities | |
| |
| 1 | | |
| 1 | |
| Total equity and liabilities | |
| |
| 101 | | |
| 101 | |
The
accompanying notes are an integral part of these financial statements
Vega
Global Technologies Pty Ltd
Statements
of profit or loss and other comprehensive income
For
the year ended June 30, 2025
| |
|
Notes | |
For the year ended
June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| |
|
| |
AUD | | |
AUD | |
| |
|
| |
| | |
| |
| Revenue |
|
| |
| - | | |
| - | |
| Operating Expenses |
|
| |
| - | | |
| - | |
| Operating income |
|
| |
| - | | |
| - | |
| Other income |
|
| |
| - | | |
| - | |
| income before tax |
|
| |
| - | | |
| - | |
| Tax expense |
|
| |
| - | | |
| - | |
| Net income and total comprehensive income |
|
| |
| - | | |
| - | |
| |
|
| |
| | | |
| | |
| Number of common shares outstanding - basic and diluted |
|
| |
| 1,832,063 | | |
| 1,832,063 | |
| |
|
| |
| | | |
| | |
| Basic and diluted earnings per share |
|
| |
| - | | |
| - | |
The
accompanying notes are an integral part of these financial statements
Vega
Global Technologies Pty Ltd
Statement
of Changes in Equity
For
the year ended June 30, 2025
| | |
Share Capital | | |
Retained Earnings/
(Accumulated losses) | | |
Total Equity | |
| | |
AUD | | |
AUD | | |
AUD | |
| | |
| | |
| | |
| |
| Balance as at June 30, 2023 | |
| 100 | | |
| - | | |
| - | |
| Net income for the year | |
| - | | |
| - | | |
| - | |
| Balance as at June 30, 2024 | |
| 100 | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
| Net income of the Year | |
| - | | |
| - | | |
| - | |
| Balance as at June, 2025 | |
| 100 | | |
| - | | |
| - | |
The
annexed notes are integral part of these financial statements
Vega
Global Technologies Pty Ltd
Statement of Cash Flows
For the year ended June 30, 2025
| | |
For
the year ended
June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cash flows from operating activities | |
| | | |
| | |
| Income for the year | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net Cash generated/(used in) from operating activities | |
| - | | |
| - | |
| | |
| - | | |
| - | |
| Cash flows from investing activities | |
| | | |
| | |
| | |
| | | |
| | |
| Cash generated/(used in) from investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Other cash items from financing activities | |
| - | | |
| - | |
| Cash generated/(used in) financing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net increase / (decrease) in cash and cash equivalents | |
| - | | |
| - | |
| Cash and cash equivalents at beginning of the year | |
| 100 | | |
| 100 | |
| Cash and cash equivalents at end of the year | |
| 100 | | |
| 100 | |
The
accompanying notes are an integral part of these financial statements
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
| 1. | General
information and basis of presentation |
Vega
Global Technologies Pty Ltd (Previously Intelsec Pty Ltd), established in April 11, 2023, is a leading global system integrator and managed
service provider specializing in digital workplace systems, audiovisual solutions, video conferencing, and collaboration technologies.
These
financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities
in the normal course of business as they become due.
The
financial statements of Vega Global Technologies Pty Ltd are presented in Australian dollars (AUD) and are rounded to the nearest
AUD.
| 2. | Basis
of presentation, preparation and compliance |
Statement
of compliance
The
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (“IASB”)
Standards,
interpretations and amendments to approved accounting standards which became effective during the year
There
are certain amendments to the accounting and reporting standards which became effective during the year and are adopted by the Company
for the financial year beginning on July 01, 2024. However, these amendments do not have any significant impact on the Company’s
financial reporting, and therefore have not been presented in these unconsolidated financial statements.
Standards,
interpretations and amendments to approved accounting standards that are issued but not yet effective and have not been early adopted
by the Company
The
following standards, amendments with respect to approved accounting standards as applicable would be effective from dates mentioned below
and have not been early adopted by the company:
| Standard
name |
|
Title |
|
Effective
date |
| IAS
1 |
|
Presentation
of financial statements’, Classification of liabilities as current or non-current — (Amendments) |
|
1-Jan-24 |
| IAS
7 |
|
Statement
of cash flows’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-26 |
| IAS
21 |
|
‘The
Effects of Changes in Foreign Exchange Rates’, Lack of exchangeability — (Amendments) |
|
1-Jan-25 |
| IFRS
7 |
|
‘Financial
instruments: Disclosures’, Changes regarding supplier finance arrangements — (Amendments) |
|
1-Jan-26 |
| IFRS
9 |
|
‘Financial
instruments: Disclosures’, To address matters identified during the post-implementation review of the classification and measurement
requirements of IFRS 9 — (Amendments) |
|
1-Jan-26 |
| IFRS
16 |
|
Leases’,
Sale and Leaseback transactions — (Amendments) |
|
1-Jan-24 |
| IFRS
17 |
|
‘Insurance
contracts’ |
|
1-Jan-26 |
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
| |
3. |
Material accounting policies |
Going
Concern
The
management has assessed the company’s ability to continue as a going concern and has concluded that it is appropriate to prepare
the financial statements on a going concern basis. The assessment was based on the company’s current financial position, cash flow
projections, and the availability of financial resources. The financial statements have accordingly been prepared on a going concern
basis, which assumes that the company will continue to operate for the foreseeable future
Foreign
Currency Translation
Monetary
assets and liabilities denominated in foreign currencies are translated into entity’s functional currency as rates of exchange
in effect at the statement of financial position date. Revenues and expenses denominated in foreign currencies are translated into each
entity’s functional currency at rates prevailing on the transaction dates. Gains and losses resulting from translation of monetary
assets and liabilities denominated in currencies other than the Company’s functional currency are included in the determination
of income for the year.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of cash on hand, deposits held with banks and highly liquid short-term securities with maturities of three
months or less at the date of purchase.
Trade
Receivables
Trade
receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing
components when they are recognized at fair value.
Inventories
Inventories
are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price less cost to complete and
applicable selling expenses.
Property,
plant and equipment
Property,
plant and equipment are recorded at cost less accumulated depreciation and impairments. Costs include expenditures that are directly
attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the
cost can be measured reliably. The carrying value of a replaced asset is derecognized when replaced. Maintenance and repairs are expensed
as incurred. Property, plant and equipment are depreciated from the point at which the asset is ready for use. Depreciation is computed
using the methods and rates based on the estimated useful lives of the property.
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
The
Company follows a policy of capitalizing tangible assets that have an individual cost exceeding AUD 5,000. Assets with a cost of AUD
5,000 or below are expensed in the period they are incurred. This threshold is reviewed periodically and adjusted if necessary. plant
and equipment as outlined below:
| Class
of fixed assets |
|
Depreciation
rate (%) |
|
Depreciation
method |
| Plant
and equipment |
|
10
to 40 |
|
Diminishing
value |
| Motor
vehicles |
|
10
to 40 |
|
Diminishing
value |
| Leasehold
improvements |
|
2.5
to 25 |
|
Diminishing
value |
| Low
value pool |
|
20
to 40 |
|
Diminishing
value |
Provisions
Provisions
are liabilities of uncertain timing or amount. A provision is recognized if, as a result of a past event, the Company has a present legal
or constructive obligation for which the amount can be estimated reliably, and it is more likely than not that an outflow of economic
benefits will be required to settle the obligation. Provisions are measured at management’s best estimate of the expenditure required
to settle the obligation. When the effect of discounting is significant, the amount of the provision is determined by discounting the
expected cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. Provisions are reviewed at each reporting date and any changes to estimates are reflected in the statement of operations.
Income
Taxes
Income
tax expense comprises current and deferred tax. Current income tax and deferred income tax are recognized in profit or loss except to
the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss),
in which case the current and/or deferred tax is also recognized directly in equity or other comprehensive income (loss). Current income
taxes is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years that are expected to be paid. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
The Company establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Earnings
per share
Basic
earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the
period. Diluted earnings (loss) per share is calculated by adjusting net income (loss) and weighted average number of shares outstanding
during the period for the effects of dilutive potential shares, which includes any options granted.
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
Revenue
recognition
Vega
Global is engaged in system integration and provision of managed services, specializing in digital workplace systems, audiovisual solutions,
video conferencing, and collaboration technologies.
Revenue
is derived from the services provided to customers. In accordance with IFRS 15 – Revenue from Contracts with Customers, revenue
is recognized when the Company satisfies its performance obligations by transferring the agreed services to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those services.
For
digital workplace systems, audiovisual solutions, video conferencing, and collaboration technologies, the Company typically enters into
Time & Material Agreements. Under these arrangements, revenue is recognized based on the actual time (measured in hours) incurred
in providing services to customers during each invoicing period, generally on a monthly basis.In line with the practical expedient of
the invoice method under IFRS 15, the Company recognizes revenue from services at the time of invoicing, provided that:
The
Company has an enforceable right to payment
The
Company has fulfilled its service obligations to the customer.
Financial
Liabilities
Initial
measurement
All
financial assets and liabilities are initially measured at cost which is the fair value of the consideration given or received. These
are subsequently measured at fair value, amortized cost or cost as the case may be.
The
classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Company’s business model for managing them. With the exception of trade receivables, amounts due from related parties and
bank balances that do not contain a significant financing component or for which the Company has applied the practical expedient, the
Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs.
Trade
receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured
at the transaction price determined under IFRS 15. Refer to the accounting policy in Revenue Recognition.
In
order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding.
The
Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets,
or both.
Purchases
or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace
(regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.
The
Company’s financial assets include bank balances and trade receivables.
Subsequent
Measurement
The
measurement of financial liabilities depends on their classification as described below:
Financial
Liabilities at Fair Value through Profit or Loss
The
Company has not designated any financial liability as fair value through profit or loss.
Borrowings
Borrowings
are initially recognised at the fair value of the consideration received less directly attributable transaction costs
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
After
initial recognition, borrowings are subsequently measured at amortised cost using the effective interest rate method (“EIR”).
Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the
amortisation process.
Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance costs in the statement of comprehensive income.
Instalments
due within one year are shown as a current liability.
Accrued
expenses
Liabilities
are recognised for amounts to be paid in the future for goods or services received, whether billed by the supplier or not
Fair
Value of Financial Instrument
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In
the principal market for the asset or liability, Orin the absence of a principal market, in the most advantageous market for the asset
or liability
The
principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in
their economic best interest.
The
Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Offsetting
of Financial Instruments
Financial
assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and only if, there
is a currently enforceable legal right to offset the recognized amounts and the Company intends to settle on a net basis, or to realize
the assets and liabilities simultaneously.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cost | |
| 1 | | |
| 1 | |
| | |
| | | |
| | |
| Additions during the year | |
| - | | |
| - | |
| | |
| | | |
| | |
| Accumulated Amortization | |
| - | | |
| - | |
| | |
| | | |
| | |
| Amortization Expense During the year | |
| - | | |
| - | |
| Net Book Value | |
| 1 | | |
| 1 | |
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
On
10 July 2023, the Company entered into a Heads of Agreement with Natraj Balasubramanian (a director of the Company) to acquire 100% of
the intellectual property (IP) legally and beneficially owned by Natraj Balasubramanian. Under the terms of the agreement, Natraj Balasubramanian
assigned full ownership of the IP to the Company, free from encumbrances, in consideration for nominal cash payment of AUD 1 (inclusive
of GST).
Settlement
occurred on 12 July 2023, at which time legal title to the IP was transferred to the Company. The IP was recognized as an intangible
asset at its acquisition cost of AUD 1
The
Company considers the recognition of the IP at nominal value to represent a significant judgment under IAS 1.122, given the unusual nature
of the transaction and the fact that it was not conducted at fair value.
Amortization
and Useful Life
The
IP is not yet being amortised, as management is in the process of determining its useful life and whether it has an indefinite or finite
life. Once determined, the asset will be amortised on a systematic basis over its useful life.
Impairment
Testing
In
accordance with IAS 36, management has assessed the IP for impairment as at 30 June 2025. No impairment indicators were identified, and
the recoverable amount of the IP was not considered to be lower than its carrying value of AUD 1.
| 5. | Cash
and cash equivalents |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| Cash at bank | |
| - | | |
| - | |
| Cash in hand | |
| 100 | | |
| 100 | |
| | |
| 100 | | |
| 100 | |
The
share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of AUD 100 all shares. All shares
are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of the
Company.
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Fully paid Ordinary Shares- Numbers | |
| 1,832,063 | | |
| 1,832,063 | |
| Fully paid Ordinary Shares - Amount (AUD) | |
| 100 | | |
| 100 | |
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
| 7. | Trade
and other payables |
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Trade Payable | |
| 1 | | |
| 1 | |
| 8. | Related
Party Transactions |
In
accordance with IAS 24 Related Party Disclosures, the Company has identified the following related party relationships and transactions:
Key
Management Personnel
Natraj
Balasubramanian serves as a director of the Company. As such, Natraj Balasubramanian is considered a related party.
Transactions
with Related Parties
During
the year ended 10 July 2023, the Company acquired intellectual property (IP) from Natraj Balasubramanian. Under a Heads of Agreement,
Natraj Balasubramanian assigned 100% of the legal and beneficial ownership of the IP to the Company.
Consideration
for the IP assignment was AUD 1 (inclusive of GST).
Legal
title to the IP transferred on settlement, two business days after execution of the agreement.
The
IP has been recognized in the Company’s Statement of Financial Position as an intangible asset at cost (AUD 1)
No
other transactions were undertaken with Natraj Balasubramanian in their capacity as a director.
| | |
For the year ended June 30, 2025 | | |
For the year ended
June 30, 2024 | |
| | |
AUD | | |
AUD | |
| | |
| | | |
| | |
| Profit attributable to the ordinary equity holders of the company | |
| - | | |
| - | |
| Weighted average number of ordinary shares | |
| 1,832,063 | | |
| 1,832,063 | |
| | |
| | | |
| | |
| Basic earnings / (loss) per share | |
| - | | |
| - | |
| Diluted earnings / (loss) per share | |
| - | | |
| - | |
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
Classes
and categories of financial instruments
The
carrying amounts of financial assets and financial liabilities in each category are as follows:
| | |
As at June 30, 2025 | | |
As at
June 30, 2024 | |
| | |
| AUD | | |
| AUD | |
| Financial Assets | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| -Cash and cash equivalents | |
| 100 | | |
| 100 | |
| Financial Liabilities | |
| | | |
| | |
| Measured at amortized cost: | |
| | | |
| | |
| -Trade and other payables | |
| 1 | | |
| 1 | |
Fair
Value Measurement
All
financial assets and financial liabilities are measured at amortized cost, and their carrying values approximate their fair values.
Financial
Risk Management Objectives and Policies
“The
Company’s principal financial liabilities comprise trade payables. The main purpose of these financial liabilities is to finance
the entity’s operations. The Company’s principal financial assets include loans, trade receivables, and cash and cash equivalents
that derive directly from its operation
Market
Risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk. The entity is not exposed to interest
rate risk
Interest
Rate Risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The entity is not exposure to the risk of changes in market interest rates
Credit
Risk
Credit
risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The entity is exposed to credit risk from its operating activities primarily trade receivables.
Trade
Receivables
The
Company trades only with recognized, creditworthy third parties. It is the Company’s policy that all customers who wish to trade
on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with
the result that the entity’s exposure to bad debts is not significant.
Vega
Global Technologies Pty Ltd
Notes
to the financial statements
For
the year ended June 30, 2025
Liquidity
Risk
Liquidity
risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The entity monitors its risk to a shortage of funds using a recurring liquidity planning
tool. This tool considers the maturity of both its financial investments and financial assets.
Maturities
of Financial Liabilities
The
following tables detail the entity’s remaining contractual maturity for its non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the entity can be required
to pay.
| Financial Liabilities | |
< 1 year | | |
1-5 years | | |
> 5 years | |
| Trade and other payables | |
| 1 | | |
| - | | |
| - | |
| 11. | Contingencies
and commitments |
As
at 30 June 2025, the Company has no contingent liabilities
Contingent
liabilities are potential liabilities that may arise depending on the outcome of an uncertain future event. They are not recognized in
the financial statements because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company.
The
Company continuously monitors and assesses all potential risks and uncertainties that may impact its financial position. As of the reporting
date, the Company has not identified any contingent liabilities that need to be disclosed.
| 12. | Events
After The Reporting Date |
No
adjusting or significant non-adjusting events have occurred between June 30, 2025 (reporting date) and the date of authorisation.
The
date of this Prospectus is January 12, 2026
Through
and including February [__], 2026, (approximately the 25th day after the listing date of our ordinary shares),
all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a
prospectus.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable by us in connection with this registration statement and the listing of our
Class A ordinary shares. All amounts shown are estimates except for the SEC registration fee and the Primary Exchange listing fee.
| Securities
and Exchange Commission Registration Fee |
|
USD$ |
96,482 |
|
| FINRA
Fee |
|
USD$ |
0 |
|
| Primary
Exchange Fee |
|
USD$ |
25,000 |
|
| Legal
Fees and Expenses |
|
USD$ |
2,079,374 |
|
| Accounting
Fees and Expenses |
|
USD$ |
550,000 |
|
| Other Advisory Expenses and Professional
Charges |
|
USD$ |
15,085,843 |
|
| Miscellaneous
Expenses |
|
USD$ |
69,144 |
|
| Total
Expenses |
|
USD$ |
17,905,843 |
|
Item
14. Indemnification of Directors and Officers
Australian
law
Australian
law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except
to the extent of any of the following liabilities incurred as an officer or director of the company:
| |
● |
a liability owed to the company
or a related body corporate of the company; |
| |
●
|
a liability for a pecuniary
penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE of Corporations
Act; |
| |
● |
a liability that is owed
to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or |
| |
● |
legal costs incurred in defending
an action for a liability incurred as an officer or director of the company if the costs are incurred: |
| |
● |
in defending or resisting
proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above; |
| |
● |
in defending or resisting
criminal proceedings in which the officer or director is found guilty; |
| |
● |
in defending or resisting
proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have
been established (except costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before
commencing proceedings for a court order); or |
| |
● |
in connection with proceedings
for relief to the officer or a director under the Corporations Act, in which the court denies the relief. |
Constitution
Our
Constitution is consistent with the above provisions in respect of the indemnification of an officer of the company.
Indemnification
and Insurance Agreements
We
have agreed to indemnify our executive officers and non-employee directors against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being such a director or officer. We also maintain insurance policies that
indemnify our directors and executive officers against various liabilities arising under the Securities Act and the Exchange Act that
might be incurred by any director or officer in his or her capacity as such.
SEC
Position
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item
15. Recent Sales of Unregistered Securities
Shares
Already Issued
During
the past three years, the Company issued the following unregistered securities. All issuances were made in private transactions not involving
a public offering, in reliance on Section 4(a)(2) of the Securities Act of 1933, Regulation S, and Rule 701, as applicable.
| A. | Founder
and Early Shareholder Issuances (2022–2023) |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| July 2022 | |
Natraj Balasubramanian | |
Founder issuance | |
| 40,891,020 | |
| July 2022 | |
Darren McVean | |
Early issuance | |
| 3,174,756 | |
| July 2022 | |
Jay Stephenson | |
Early issuance | |
| 212,536 | |
| TOTAL | |
| 44,278,312 | |
| B. | SAFE
Conversions (Voluntary — September 2025) |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| September 2025 | |
Multiple SAFE note holders | |
Issuance against SAFE notes | |
| 326,819 | |
| C. | Private
Placements of Equity |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| September 1, 2025 | |
Accredited investor | |
Private placement | |
| 294,992 | |
| November 6, 2025 | |
Accredited investor | |
Private placement | |
| 196,638 | |
| TOTAL | |
| 491,630 | |
On December 10, 2025, Braiin and Vega entered
into a new binding Heads of Agreement (the “Vega Agreement”), pursuant to which Braiin
will acquire 100% of the shares of Vega for an aggregate consideration of approximately $85,000,000.
Future
Issuance
| A. | Issuance
in Relation with Acquisitions |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| Upon SEC Effectiveness | |
Shareholders of Vega Technologies | |
Acquisition | |
| 8,122,728 | |
| Upon SEC Effectiveness | |
Shareholders of Connect Simple | |
Acquisition | |
| 9,636,424 | |
| Upon SEC Effectiveness | |
Shareholders of VIS Networks | |
Acquisition | |
| 4,382,604 | |
| TOTAL | |
| 22,141,756 | |
| B. | Issuance
to Convertible Note Holders |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| Upon SEC Effectiveness | |
Multiple convertible note holders | |
Issuance against convertible notes | |
| 26,275 | |
| C. | Issuance
of Shares Against Services Rendered |
| Date | |
Recipient | |
Type of Issuance | |
Ordinary shares issued | |
| Upon SEC Effectiveness | |
Multiple service providers | |
Issuance against services provided | |
| 1,431,284 | |
Pursuant
to the Share Sale Agreement, dated December 8, 2025, by and between Braiin and Connect Simple Pty Ltd., Braiin will issue an aggregate
of $98 million to acquire 100% of the shares of Connect Simple.
Item
16. Exhibits and Financial Statement Schedules
Exhibits
See
the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement,
which Exhibit Index is incorporated herein by reference.
Financial
Statement Schedules
All
financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements
or in the accompanying notes.
Item
17. Undertakings
| |
(a) |
The undersigned registrant
hereby undertakes: |
| |
(1) |
To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To include any prospectus
required by Section 10(a)(3) of the Securities Act; |
| |
(ii) |
To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement. |
| |
(iii) |
To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement; |
Provided,
however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in the registration statement.
| |
(2) |
That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
| |
(3) |
To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| |
(4) |
That, for the purpose of
determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
| |
(5) |
That, for the purpose of
determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| |
(ii) |
Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| |
(iii) |
The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(b) |
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| |
(c) |
For purposes of determining
any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| |
(d) |
For the purpose of determining
any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. |
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| 2.1 |
|
Binding
Heads of Agreement Contract by and between Braiin and Vega Global Technologies Pty Ltd dated December 7, 2025 |
| 2.2 |
|
Heads of Agreement, dated September 21, 2024, by and between Braiin and VIS Networks PVT LTD |
| 2.3 |
|
Heads of Agreement, dated September 21, 2024, by and between Braiin and VIS Networks PVT LTD |
| 2.4 |
|
Amended and Restated Heads of Agreement, dated June 27, 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.5 |
|
Amended and Restated Heads of Agreement, dated May 10, 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.6 |
|
Second Amended and Restated Heads of Agreement, dated June 27 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.7 |
|
Third Amended and Restated Heads of Agreement, dated September 5, 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.8 |
|
Third Amended and Restated Heads of Agreement, dated September 5, 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.9 |
|
Fourth Amended and Restated Heads of Agreement, dated December 4, 2025, by and between Braiin and VIS Networks PVT LTD |
| 2.10 |
|
Amended and Restated Share Sale Agreement, dated December 5, 2025, by and among Vega Global Technologies Pty LTD, NI Family Investments PTY LTD, Nisus Australia Pty Ltd, Nisus Payroll Pty Ltd, Xiaolong Ni and Braiin Limited |
| 2.11 |
|
Share Sale Agreement, dated December 5, 2025, by and among Vega Global Technologies Limited, Isidore Project Pty Ltd and Mirragin Project Isidore Pty Ltd |
| 2.12 |
|
Share Sale Agreement, dated
December 5, 2025, by and among Vega Global Technologies Limited, Relms Consolidated Pty Ltd and Mirragin RAS Consulting Pty Ltd |
| 2.13 |
|
Amended and Restated Heads of Agreement, dated December 4, 2025, by and among Braiin and VIS |
| 2.14 |
|
Share Sale Agreement, dated December 8, 2025, by and among Braiin, Gomazz Pty. Ltd. and Connect Simple Pty Ltd |
| 3.1 |
|
Constitution of Braiin Limited |
| 4.1 |
|
Specimen Ordinary Share Certificate of Braiin Limited |
| 5.1 |
|
Opinion as to validity of securities being registered |
| 10.1 |
|
Binding Heads of Agreement Contract between the Company and Raptor300 Inc. |
| 10.2 |
|
Service Agreement, dated October 18, 2022, by and between Raptor300 Inc. and Namunukula Plantations, PLC |
| 10.3 |
|
Service Agreement, dated August 1, 2019, by and between Raptor 300Inc. and Maskeliya Plantations PLC |
| 10.4 |
|
Service Agreement, dated October 18, 2022, by and between Raptor300 Inc. and Kegalle Plantations PLC |
| 10.5 |
|
Service Agreement, dated August 1, 2019, by and between Raptor300 Inc. and Kelani Valley, Talawakelle & Horana Plantations PLC |
| 10.6 |
|
Service Agreement, dated June 28, 2021, by and between Raptor300 Inc. and Assam Company India Limited |
| 10.7 |
|
Service Agreement, dated November 2, 2022, by and between Raptor300 Inc. and Lamken Tea & Rubber Plantations (Private) Limited |
| 10.8 |
|
Service Agreement, dated April 10, 2025, by and between Raptor300 Pvt. Ltd. and Sri Lankan Tea Factory Owners Association |
| 10.9 |
|
Amended
and Restated Subscription Agreement, dated July 2, 2025, by and between Braiin Limited and Chetan Saligrama |
| 10.10 |
|
Binding
Term Sheet, dated March 11, 2025 by and between Braiin Limited and TWCC VIC Pty Ltd. |
| 10.11† |
|
Executive Services Agreement, dated July 3, 2025, by and between Chetan Saligrama and Braiin Limited |
| 10.12† |
|
Executive Services Agreement, dated July 3, 2025, by and between Rohit Jhamb and Braiin Limited |
10.13 |
|
Service Agreement, dated January 24, 2025, by and between Raptor300 Pvt. Ltd. and Sri Lankan Tea Factory Owners Association |
| 10.14 |
|
Amended and Revised Subscription Agreement,
dated November 21, 2025, by and between Braiin Limited and Jasmeet Singh |
* To be filed by amendment
**
Previously filed
†
Management contract, compensatory plan or other arrangement
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of New York, New York on January 12, 2026.
| |
BRAIIN
LIMITED |
| |
|
| |
By: |
/s/
Natraj Balasubramanian |
| |
|
Natraj
Balasubramanian |
| |
|
Chief
Executive Officer |
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Natraj Balasubramanian as his
or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for his or her and in his or her name, place
and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement
on Form F-1 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, acting alone, may lawfully
do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Natraj Balasubramanian |
|
Chief
Executive Officer, Director |
|
January
12, 2026 |
| Natraj
Balasubramanian |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Jay Stephenson |
|
Chief
Financial Officer, Director |
|
January
12, 2026 |
| Jay
Stephenson |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Rohit Jhamb |
|
Director |
|
January
12, 2026 |
| Rohit
Jhamb |
|
|
|
|
| |
|
|
|
|
| /s/
Chetan Saligrama |
|
Director |
|
January
12, 2026 |
| Chetan
Saligrama |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Braiin Limited, has signed
this registration statement or amendment thereto in New York on January 12, 2026.
| |
Authorized
U.S. Representative |
| |
|
| |
Cogency
Global Inc. |
| |
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen
A. De Vries |
| |
Title: |
Senior
Vice President |
Exhibit
2.1
AMENDED
& RESTATED
BINDING
HEADS OF AGREEMENT
PRIVATE AND CONFIDENTIAL
This
Amended and Restated heads of agreement (Agreement) sets out the terms upon which Braiin Limited (ACN 660 713 093) (Braiin)
agrees to make an offer to the shareholders of Vega Global Technologies Pty Ltd (ACN 667 154 261) (Vega) (the Shareholders),
to acquire their fully paid ordinary shares in Vega (Vega Shares) and fully replaces and supersedes any prior agreement between
Braiin and Vega.
The
Directors of Vega have agreed to use their best endeavours to procure that each of the Shareholders accepts the offer when made by Braiin.
This
Agreement supersedes any and all previous correspondence, agreements or understandings between the parties, in respect of the subject
matter of this Agreement and is binding on all of the parties to it (Parties). Vega of the one part, and Braiin of the other part,
must jointly and severally procure that each complies with this Agreement.
| 1. |
Acquisition |
Subject
to the satisfaction or waiver of the conditions precedent set out in clause 4 below (Conditions Precedent), Braiin agrees
to make an offer (Offer) to each of the Shareholders to acquire the Vega Shares, free from encumbrances, for the consideration
referred to in clause 2 below (the Acquisition). |
| |
|
|
| 2. |
Consideration |
Subject
to the terms and conditions of this Agreement, Braiin agrees to issue the Shareholders (or
their nominees) cash consideration of US$ 2,393,904 and fully paid ordinary shares in the
capital of Braiin, which will have an value equal to US$82,606,096 (Consideration Shares).
The number of Consideration Shares shall be the quotient of US$82,606,096 divided by US$10.17.
|
| |
|
|
| |
|
The Consideration Shares
will be issued on settlement of the Listing (Settlement). |
| |
|
|
| 3. |
Restrictions
on Consideration Shares |
Vega
agrees use its best endeavours that each of the Shareholders enter into a restriction agreement with Braiin or its nominee in respect
of the Consideration Shares. |
| |
|
|
| 4. |
Conditions
Precedent |
Settlement
is conditional upon the satisfaction (or waiver) of the following Conditions Precedent: |
| |
|
(a)
|
Offer
acceptance |
| |
|
|
|
| |
|
|
All
of the Shareholders accepting the Offer, which shall be consistent with the terms set out in this Agreement, except to the extent
otherwise agreed by the Parties;and |
| |
|
(b)
|
Approvals: |
| |
|
|
|
| |
|
|
Each
of the Parties obtaining all necessary corporate, shareholder and regulatory approvals necessary to lawfully complete the Acquisition;
and |
| |
|
|
|
| |
|
(c) |
Effectiveness
of Registration Statement: |
| |
|
|
|
| |
|
|
Braiin
has received written notification from the United States Securities and Exchange Commission that its Registration Statement has been
approved and is declared effective. |
| |
|
Condition
Precedent (a) is for the benefit of Braiin and may only be waived by Braiin giving written notice to Vega. Conditions Precedent (b)-(c)
are for the benefit of both Vega and Braiin and may only be waived by mutual agreement in writing of Vega and Braiin. |
| |
|
|
| |
|
If
the Conditions Precedent are not satisfied (or waived b) on or before 5.00pm (WST) on the later of (i) the listing of the securities
on Nasdaq and (ii) 30 October 2025 (or such other date agreed by the Parties in writing), or become incapable of being satisfied
and are not waived (End Date) any Party may terminate this Agreement by notice in writing to the other Parties, in which case,
the agreement constituted by this Agreement will be at end and the Parties will be released from their obligations under this Agreement
(other than in respect of any breaches that occurred prior to termination). |
| |
|
|
| |
|
The
Parties will use their best efforts to ensure that the Conditions Precedent are satisfied before the End Date. |
| 5. |
Settlement |
Settlement
will occur on that date which is one (1) business days (as defined pursuant to the NASDAQ Listing Rules, Business Days) after
the satisfaction (or waiver) of the Conditions Precedent set out in clause 4 (Settlement Date). |
| |
|
|
| |
|
At
Settlement: |
| |
|
(a) |
Braiin
shall allot and issue the Consideration Shares to the Shareholders (or their nominees) and deliver holding statements to the Shareholders
(or their nominees) for those Shares; |
| |
|
|
|
| |
|
(b) |
Vega
must deliver or cause to be delivered to Braiin: |
| |
|
(i)
|
share
certificates in respect of the Vega Shares; |
| |
|
|
|
| |
|
(ii) |
separate
instruments of transfer in registrable form for the Vega Shares in favour of Braiin (as transferee) which have been duly executed
by the Shareholders in
relation to their Vega Shares (as transferors); |
| |
|
(iii) |
the
corporate, legal, technical and financial records for Vega; |
| |
|
|
|
| |
|
(iv) |
the
written resignations of each of the directors and secretary of Vega with effect from the Settlement Date confirming that they each
have no claim for loss of office or otherwise against Vega; |
| |
|
|
|
| |
|
(v) |
a
duly completed authority for the alteration of the signatories of each bank account of Vega in the manner required by Braiin by written
notice before the Settlement Date; and |
| |
|
|
|
| |
|
(vi) |
signed
restriction agreements relating to the Consideration Shares (the Consideration Shares to be escrowed for 180 days); and |
| |
|
(c) |
Vega
must procure that a directors’ meeting of Vega is held to attend to the following matters (as applicable): |
| |
|
(i) |
the
approval of the registration (subject to payment of stamp duty) of the transfers of the Vega Shares and the issue of new share certificates
for the Vega Shares in the name of Braiin (or its nominee); |
| |
|
|
|
| |
|
(ii) |
recording
Braiin (or its nominee) as the holder of the Vega Shares in the relevant register of members; |
| |
|
|
|
| |
|
(iii) |
taking
all other steps required under the company’s constituent documents and applicable laws to constitute and evidence Braiin (or
its nominee) as the sole holder of the Vega Shares; and |
| |
|
|
|
| |
|
(iv) |
accepting
the resignations of each of the directors and secretaries of the relevant company with effect from the Settlement Date and the appointment
as additional directors and secretary of the relevant company of those persons nominated by Braiin by written notice before the Settlement
Date. |
| |
|
The
Parties’ obligations at Settlement are interdependent and must take place simultaneously, as nearly as possible, unless otherwise
agreed by Braiin and Vega. |
| |
|
|
| |
|
If
a Party (Defaulting Party) fails to satisfy its obligations under this clause 5 on the day and at the place and time for Settlement
then, any other Party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those
obligations within a period of ten (10) Business
Days from the date of the notice and declaring time to be of the essence. |
| |
|
Business
Days from the date of the notice and declaring time to be of the essence. |
| |
|
|
| |
|
If
the Defaulting Party fails to satisfy those obligations within those ten (10) Business Days the Notifying Party may, without limitation
to any other rights it may have, terminate this Agreement by giving written notice to the other Parties. |
| |
|
|
| 6. |
Warranties
and Indemnities by the Warrantor |
By
execution of this Agreement, Vega makes the representations and warranties set out in Schedule 1 both as at the date of this Agreement
and on the Settlement Date (except where expressly stated to occur on another date). Vega indemnifies Braiin against all losses,
claims, costs, demands, liabilities and expenses which may be suffered, sustained or incurred by Braiin directly or indirectly as
a result of or in respect of a breach by Vega of any of the warranties or representations set out in Schedule 1 . |
| |
|
|
| |
|
Vega
shall not be liable to Braiin for any consequential loss such as loss of profits, loss of opportunity or the like. |
| |
|
|
| 7. |
Confidentiality |
Each
Party is to keep confidential the terms of this Agreement and any other information obtained from another during the negotiations
preceding the execution date or in the course of furthering the transactions contemplated by this Agreement whether in the course
of conducting due diligence or otherwise (Confidential Information), and is not to disclose it to any person except: |
| |
|
(a) |
to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this
Agreement; |
| |
|
|
|
| |
|
(b) |
with
the consent of the Party or Parties which own the Confidential Information; |
| |
|
|
|
| |
|
(c) |
if
the information is, at the date of this Agreement, lawfully in the possession of the recipient of the information through sources
other than any of the other Parties; |
| |
|
|
|
| |
|
(d) |
if
required by law or a stock exchange; |
| |
|
|
|
| |
|
(e) |
if
strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
| |
|
|
|
| |
|
(f) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
|
| |
|
(g) |
to
a financier or prospective financier (or its advisers) of a Party. |
| |
|
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information
from it do not disclose the Confidential Information except in the circumstances permitted in this clause. |
| |
|
|
| |
|
The
obligations under this clause contain obligations separate and independent from the other obligations of the Parties and remain in
existence for a period of two years from the date of this Agreement, regardless of any termination of this Agreement. |
| |
|
For
the avoidance of doubt, the Parties acknowledge and agree that Braiin or its affiliate, subject to and conditional upon receiving
conditional approval to list on the NASDAQ, will be listed on NASDAQ and will be subject to continuous disclosure obligations applicable
to that exchange. Accordingly, details of this Agreement, Vega and the assets and undertaking of Vega (potentially among other information)
will need to be disclosed in announcements to NASDAQ. |
| |
|
|
| 8. |
Further
Acts |
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Agreement. |
| |
|
|
| 9. |
Governing
Law |
This
Agreement is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to the non-exclusive
jurisdiction of the courts of Western Australia, and the courts competent to determine appeals from those courts with respect to
any proceedings which may be brought at any time relating to this Agreement. |
| |
|
|
| 10. |
Assignment |
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the written consent
of the other Party. |
| |
|
|
| 11. |
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement. |
| |
|
|
| |
|
Vega
will pay any stamp duty assessed on or in respect of this Agreement. |
| 12. |
Tax |
(a)
|
In
the event a supply made by one Party to another under this Agreement is subject to a value added or similar tax, the price stated
in this Agreement is exclusive of such tax and the recipient of such a supply must pay to the other Party an amount equal to the
amount of any such tax in addition to any amount stated in this Agreement and at the same time. |
| |
|
|
|
| |
|
(b) |
Any
payment of such tax is subject to the other Party providing any invoice or similar documentation required by law with respect to
such tax. |
| |
|
|
|
| |
|
(c) |
No
Party makes any representation to the other with regard to the intended tax consequences of the Acquisition. |
| 13. |
Remedies |
The
rights, power and remedies provided in this Agreement are cumulative with and not exclusive to the rights, power or remedies provided
by law independently of this Agreement. |
| |
|
|
| 14. |
Variation |
No
modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of
this Agreement and duly executed by all Parties. |
| 15. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
| |
|
|
| |
|
In
the case of Vega: |
| |
|
Address: |
283
Rokeby Road Subiaco WA 6008 |
| |
|
|
|
| |
|
Email: |
info@Vegaglobal.ai |
| |
|
|
|
| |
|
Attention: |
Jay
Stephenson |
| |
|
In
the case of Braiin: |
| |
|
|
|
| |
|
Address: |
283
Rokeby Road Subiaco WA 6008 |
| |
|
|
|
| |
|
Email: |
natraj@braiin.com |
| |
|
|
|
| |
|
Attention: |
Natraj
Balasubramanian |
| 16. |
Severability |
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Agreement. |
| |
|
|
| 17. |
Waiver |
Without
limiting any other provision of this Agreement, the Parties agree that: |
| |
|
(a) |
failure
to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy
provided by law or under this Agreement by a Party does not preclude, or operate as a waiver of, the exercise or enforcement, or
further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement; |
| |
|
|
|
| |
|
(b) |
a
waiver given by a party under this Agreement is only effective and binding on that Party if it is given or confirmed in writing by
that Party; and |
| |
|
|
|
| |
|
(c) |
no
waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term
of this Agreement. |
| 18. |
Counterparts |
This
Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
my means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| |
|
|
| 19. |
Interpretation |
In
this Agreement: |
| |
|
(a) |
headings
are for convenience only and do not affect its interpretation; |
| |
|
|
|
| |
|
(b) |
specifying
anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
| |
|
and
unless the context otherwise requires: |
| |
|
|
| |
|
(c) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them jointly and each of
them severally; |
| |
|
|
|
| |
|
(d) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
| |
|
(e) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
|
|
|
| |
|
(f) |
a
reference to a body, other than a party to this Agreement whether statutory or not: |
| |
|
(i) |
which
ceases to exist; or |
| |
|
|
|
| |
|
(ii) |
whose
powers or functions are transferred to another body, |
| |
|
|
is
a reference to the body which replaces it or substantially succeed its powers or functions; |
| |
|
(g) |
a
reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; |
| |
|
|
|
| |
|
(h) |
a
reference to any statute or to any statutory provision includes any statutory modification or re- enactment of it or any statutory
provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued
under it; |
| |
|
|
|
| |
|
(i) |
words
importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
|
|
|
| |
|
(j) |
reference
to parties, clauses, schedules, exhibits or annexure are references to parties, clauses, schedules, exhibits and annexure to or of
this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement; |
| |
|
|
|
| |
|
(k) |
where
a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding
meaning; |
| |
|
|
|
| |
|
(l) |
a
reference to time is to Western Standard Time as observed in Perth, Western Australia; |
| |
|
|
|
| |
|
(m) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
|
| |
|
(n) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
|
| |
|
(o) |
if
an act prescribed under this Agreement to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to
be done on the next day; |
| |
|
|
|
| |
|
(p) |
a
reference to a payment is to a payment by bank cheque or such other form of cleared funds the recipient otherwise allows in the relevant
lawful currency specified; |
| |
|
(q) |
a
reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
| |
|
(A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
|
| |
|
(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Agreement; |
| |
|
(ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
|
|
| |
|
(iii) |
agree
to commercially onerous or unreasonable conditions. |
If
the terms and conditions set out above are acceptable, please execute this Agreement in the appropriate place below.
Dated
on this 10 day of December, 2025
EXECUTED
by VEGA GLOBAL
TECHNOLOGIES
PTY LTD
ACN
667 154 261 |
|
| in
accordance with section 127 of the |
|
| Corporations
Act 2001 (Cth) |
|
| /s/ Jay Stephenson |
|
| Signature
of director |
|
| |
|
| Jay
Stephenson |
|
| Name
of director |
|
| |
|
| /s/ Chetan
Saligrama |
|
| Signature
of director |
|
| |
|
| Chetan
Saligrama |
|
| Name
of director |
|
| EXECUTED
by BRAIIN LIMITED |
) |
|
| ACN
660 713 093 |
) |
|
| in
accordance with section 127 of the |
) |
|
| Corporations
Act 2001 (Cth): |
) |
|
| /s/ Natraj Balasubramanian |
|
| Signature
of director |
|
| |
|
| Natraj
Balasubramanian |
|
| Name
of director |
|
| |
|
| /s/
Jay Stephenson |
|
| Signature
of director |
|
| |
|
| Jay
Stephenson |
|
| Name
of director |
|
*please
delete as applicable
SCHEDULE
1 – WARRANTIES
The
representations and warranties given by Vega are as follows:
| (a) |
Title:
The Shareholders are the legal owner of the Vega Shares free of any encumbrance and other third party interests or rights. |
| |
|
| (b) |
Free
of encumbrances: The Shareholders are able to sell and transfer the Shares without the consent of any other person and free of
any encumbrance, pre- emptive rights or rights of first refusal. |
| |
|
| (c) |
Fully
paid: The Vega Shares are fully paid and no money is owing in respect of them. |
| |
|
| (d) |
No
sums owing: No sums are now owing or will at Settlement be owing by Vega to the Shareholders or to any company or person related
to the Shareholders or Vega. |
| |
|
| (e) |
No
legal impediment: The execution, delivery and performance by Vega of this Agreement complies with: |
| |
(i) |
each
law, regulation, authorisation, ruling, judgement, order or decree of any government agency; |
| |
|
|
| |
(ii) |
the
constitution or other constituent documents of Vega; and |
| |
|
|
| |
(iii) |
any
security interest or document, |
| |
which
is binding on Vega. |
| |
|
| (f) |
No
Event of Insolvency: No event of insolvency has occurred in relation to Vega nor is there any act which has occurred or any omission
made which may result in an event of insolvency occurring in relation to Vega. |
| |
|
| (g) |
Power
and capacity: Vega has full power and lawful authority to execute and deliver this Agreement to observe and perform or cause
to be observed and performed all of its obligations in and under this Agreement. |
| |
|
| (h) |
Authority:
The execution and delivery of this Agreement has been duly and validly authorised by all necessary corporate action on behalf of
Vega. |
| |
|
| (i) |
All
material information: Any information known to Vega concerning Vega which might reasonably be regarded as material to for value
of the Vega Shares has been disclosed to Braiin or its advisers and is true and accurate in all material respects, excluding information
that is publicly available. |
| |
|
| (j) |
No
litigation: Vega and its director are not involved in any litigation, arbitration or administrative proceeding relating to claims
or amounts relating to Vega nor is any such litigation, arbitration or administrative proceeding pending or threatened. |
| |
|
| (k) |
Investigations:
Vega is not the subject of any investigation by any regulatory body of any country nor is any such investigation pending or threatened. |
| |
|
| (l) |
Tax
investigations: Vega is not the subject of any investigation or audit by the tax office of any country or state nor is any such
investigation or audit pending or threatened. |
| |
|
| (m) |
Compliance
with laws and agreements: Vega is not in material breach of any provision of any relevant laws or material contract or agreement
to which Vega is a party. |
| (n) |
Consistency:
The terms of this Agreement are not inconsistent with and do not contravene the provisions of any other agreements or contracts to
which Vega is a party. |
| |
|
| (o) |
Records
properly kept: Except as contemplated by the conditions precedent in this Agreement, all books of accounts and other records
of any kind of Vega: |
| |
(i) |
have
been fully, properly and accurately kept on a consistent basis and completed in accordance with proper business and accounting practices
and all applicable statutes; |
| |
|
|
| |
(ii) |
have
not had any material records or information removed from them; |
| |
|
|
| |
(iii) |
do
not contain or reflect any material inaccuracies or discrepancies; |
| |
|
|
| |
(iv) |
give
and reflect a true and fair view of the trading transactions, or the financial and contractual position of Vega and of its assets
and liabilities; and |
| |
|
|
| |
(v) |
are
in the possession of Vega. |
| (p) |
Licenses
and approvals: Vega has all permits, license, authorities, registrations and approvals necessary for properly carrying on its
business and Vega is not aware of any circumstance or fact which may result in the revocation, variation or non- renewal in any material
respect of any such permits, licenses, authorities, registrations and approvals. |
| |
|
| (q) |
Financings:
There are no: |
| |
(i) |
financing
arrangements entered into by or on behalf of Vega for the borrowing of money; |
| |
|
|
| |
(ii) |
debentures,
bonds, notes or similar debt |
| |
|
|
| |
(iii) |
instruments
issued by Vega; |
| |
|
|
| |
(iv) |
encumbrances
over the assets or undertaking of Vega, or its business or securities; or |
| |
|
|
| |
(v) |
financing
arrangements that restrict the disposal of Vega. |
No
Power of Attorney: There are no powers of attorney given by Vega in favour of any person which may come into force in relation to
the business, assets or undertaking of Vega.
Exhibit
2.2
BINDING
HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the Original Heads of Agreement) and the Parties hereby
agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
Braiin
Limited is a pioneering technology company specializing in cutting-edge solutions across diverse domains. This binding heads of agreement
(Binding HOA) sets out the terms upon which the persons set out in Annex A (Investors) will be issued shares in Braiin
Limited or its affiliates (including parent company/ies) (Braiin), by way of subscription to shares of Braiin.
This
Binding HOA dated September 21, 2024 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties)
and is binding on any of the Parties.
| 1. |
Investment |
Subject
to the terms of a formal share subscription agreement (Share Subscription Agreement), the Investors agree to subscribe to, in
accordance with the terms of a Share Subscription Agreement, and Braiin agrees to issue and allot to the Investors, such number of fully
paid-up ordinary shares in equity capital of Braiin (Subscription Shares) worth USD 35.30 Million (Investment Amount).
The Subscription Shares will be issued based on pricing/formula detailed in the Share Subscription Agreement), free and clear of all
encumbrances, except as required by law (the transaction described in this paragraph, Investment).
|
| |
|
|
| |
|
Each
Investor agrees that: (a) 50% of the Subscription Shares held by him/ her shall be subject to a voluntary lock- up for a term of
12 months from Closing (as defined below) during which such Investor shall not sell, dispose of, gift or otherwise transfer such
Subscription Shares; and (b) the remaining 50% of the Subscription Shares held by him/ her shall be subject to a voluntary lock-up
for a term of 24 months from Closing during which he/ she shall not sell, dispose of, gift or otherwise transfer such Subscription
Shares. |
| 2. |
Certain
Share Subscription Agreement Terms |
The
transactions contemplated by this Binding HOA and governed by the Share Subscription Agreement will be conditioned upon the satisfaction
(or waiver) of customary conditions precedent or pre-Settlement actions, including, but not limited to, the following:
|
| |
|
|
|
| |
|
(a)
|
Structure |
| |
|
|
|
| |
|
|
The
Parties shall mutually agree on a structure for the transaction which is efficient from a tax and commercial perspective and in compliance
with the applicable tax and legal framework in the relevant jurisdictions prior to execution of the Share Subscription Agreement. |
| |
|
|
|
| |
|
(b) |
Admission to NASDAQ or NYSE |
| |
|
|
|
| |
|
|
Braiin
receiving conditional approvals or equivalent approvals, to admit the securities of Braiin (including the Subscription Shares) to
trading on NASDAQ or NYSE on terms customary
for listing in connection with business combinations.
|
| |
|
(c) |
Due
Diligence
|
| |
|
|
|
| |
|
|
Completion of legal, technical
and financial due diligence of Braiin and its affiliates, to the absolute satisfaction of the Investors. |
| |
|
|
|
| |
|
(d) |
Approvals |
| |
|
|
|
| |
|
|
The Parties obtaining all
corporate (in respect of a Party which is a corporate entity), shareholder (in respect of a Party which is a corporate entity) and
regulatory approvals necessary to lawfully complete the Investment. |
| |
|
|
|
| |
|
(e) |
Indian Exchange Control |
| |
|
|
|
| |
|
|
Braiin shall provide the
Investors with all documents and information required by the Reserve Bank of India and/ or the authorised dealer banks of the Investors
to enable: (i) the Investors to complete the Investment including remitting the Investment Amount to Braiin; and (ii) the Investors
to report the Investment with the Reserve Bank of India/ authorised dealer banks. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Investment in the Share Subscription Agreement in a tax-efficient manner
and in compliance with all applicable law. The closing of the Investment is referred to herein as the Closing.
|
| |
|
|
| |
|
Braiin: (i) acknowledges
that Indian regulations may require Braiin to take certain actions to issue and allot the Subscription Shares to the Investors in
the manner and in the proportion set out in the Share Subscription Agreement; and (ii) deliver to the Investors, the share certificates
or a holding statement or such other document required under law to evidence the Investors as the owners of such Subscription Shares.
Braiin agrees to co-operate for compliance of the aforesaid Indian regulations. |
| |
|
|
| |
|
Braiin acknowledges that
certain other actions may be required to be undertaken by Braiin under law for the Investors to acquire the free and marketable title
to the relevant Subcription Shares that will be set out in the Share Subscription Agreement. |
| |
|
|
| |
|
Each Investor shall report
their respective Investment with the Reserve Bank of India/ its authorised dealer banks in the form, manner and within the timelines
set out under applicable law. Braiin shall reasonably cooperate with the Investors to enable the Investors to make such reporting. |
| |
|
|
| 4. |
Exclusivity |
During
the period from the Execution Date until the earlier of: (i) execution of the Share Subscription Agreement; (ii) 31 October 2024;
or (iii) termination of this Binding HOA, Braiin agrees that it will not participate in any negotiations or discussions with, or
provide any information to, or accept or enter into any agreement, arrangement or understanding with, any third parties in respect
of a transaction that would materially reduce the likelihood of success of the transactions contemplated by this Binding HOA and
will also cease any existing discussions or negotiations regarding such transactions. |
| 5. |
Confidentiality |
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during
the negotiations preceding the Execution Date or in the course of furthering the transactions contemplated by this
Binding HOA whether in the course of conducting due diligence or otherwise (Confidential Information), and
is not to disclose it to any person except:
|
| |
|
|
|
| |
|
(a) |
to officers, employees, shareholders, legal advisers,
auditors and other consultants requiring the information for the purposes of this Binding HOA; |
| |
|
|
|
| |
|
(b) |
with the consent of the Party or Parties which own
the Confidential Information; |
| |
|
|
|
| |
|
(c) |
if the information is, at the date of this Binding
HOA, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
| |
|
|
|
| |
|
(d) |
if required by law; |
| |
|
|
|
| |
|
(e) |
requirements for disclosure under the rules of the
U.S. Securities and Exchange Commission or under rules of a stock exchange; |
| |
|
|
|
| |
|
(f) |
if strictly and necessarily required in connection
with legal proceedings relating to this Binding HOA; |
| |
|
|
|
| |
|
(g) |
if the information is generally and publicly available
other than as a result of a breach of confidence; or |
| |
|
|
|
| |
|
(h) |
to a financier or prospective financier (or its advisers)
of a Party. |
| |
|
|
|
| |
|
The Investors must not use any Confidential Information provided to it by or on behalf of Braiin: (i) for any purpose other than the proposed Investment; (ii) to the competitive disadvantage or detriment of Braiin. |
| |
|
|
|
| |
|
A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in this Section. |
| |
|
|
|
| |
|
The obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain in existence for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA. |
| |
|
|
|
| 6. |
Further
Acts |
Each Party will promptly do and perform
all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required
by law or reasonably required by the other Party to give effect to this Binding HOA. |
| 7. |
Governing Law |
This Binding HOA
is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of Western Australia, and the courts competent to determine appeals from such court with respect to any proceedings
which may be brought at any time relating to this Binding HOA. |
| |
|
|
| 8. |
Dispute Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation. The mediation is to be conducted by
a mediator who is independent of the Parties and appointed by agreement between the Parties or, failing agreement, within seven days
of receiving any Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore International Mediation
Centre (SIMC). The rules of SIMC shall apply to the mediation. It is a condition precedent to the right of either party to
commence arbitration or litigation, other than for interlocutory relief, that they have first offered to submit the dispute to mediation.
|
| |
|
|
| |
|
In the event the Parties are unable to settle disputes
under this Binding HOA through mediation, the Parties shall refer such dispute to arbitration. which will be administered by the
Singapore International Arbitration Centre (SIAC). Each Party to such dispute shall appoint one arbitrator and the presiding
arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of such arbitration shall be Singapore and the seat
shall be Bangalore, India. |
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| 9. |
Assignment |
No Party may assign, novate
or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent of the other Party. |
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| 10. |
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Binding HOA.
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The Parties shall mutually agree upon, and set out
in the Share Subscription Agreement, the Party(ies) responsible for bearing stamp duty in relation to the agreements and instruments
executed in connection with the Investment. |
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| 11. |
Tax |
No Party makes any representation
to the other with regard to the intended tax consequences of the Investment. |
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| 12. |
Remedies |
The rights, power and remedies
provided in respect of the binding provisions of this Binding HOA are cumulative with and not exclusive to the rights, power or remedies
provided by law independently of this Binding HOA. |
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| 13. |
Variation |
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is:
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(a) made in writing; (b) dated subsequent to the date
of this Binding HOA; and (c) duly executed by all Parties. |
| 14. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
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In the case of Braiin:
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Address: |
283
Rokeby Road Subiaco WA 6008 |
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Email: |
natraj@braiin.com |
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Attention: |
Natraj
Balasubramanian |
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In
the case of the Investors: |
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Address: |
#
94, 4th Cross, 2nd Block Koramangala Bangalore, 560034 Karnataka India |
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Email: |
umashankar@visnet.in |
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Attention: |
Umashankar
Bantwal |
| 15. |
Severability |
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
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| 16. |
Counterparts |
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| 17. |
Interpretation |
In
this Binding HOA:
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(a) |
headings
are for convenience only and do not affect its interpretation; |
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(b) |
specifying
anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
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and
unless the context otherwise requires: |
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(c) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them severally only; |
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(d) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
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(e) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
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(f) |
a
reference to a body, other than a party to this Binding HOA whether statutory or not: |
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(i) |
which
ceases to exist; or |
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(ii) |
whose
powers or functions are transferred to another body, is a reference to the body which replaces it or substantially succeed its powers
or functions; |
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(g) |
a
reference to any document (including this Binding HOA) is to that document as varied, novated, ratified or replaced from time to
time, in accordance with the terms of such document; |
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(h) |
a reference to any statute
or to any statutory provision includes any statutory modification or re- enactment of it or any statutory provision substituted for
it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; |
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(i) |
words importing the singular
include the plural (and vice versa) and words indicating a gender include every other gender; |
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(j) |
reference to parties, clauses,
sections, schedules, exhibits or annexure are references to parties, clauses, sections, schedules, exhibits and annexure to or of
this Binding HOA and a reference to this Binding HOA includes any schedule, exhibit or annexure to this Binding HOA; |
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(k) |
where a word or phrase
is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; |
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(l) |
a reference to time is
to Indian Standard Time as observed in India; |
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(m) |
if a period of time is
specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
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(n) |
a reference to a day is
to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
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(o) |
if an act prescribed under
this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next
day; |
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(p) |
a reference to a payment
is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows in the relevant lawful
currency specified; |
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(q) |
a reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party to: |
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(i) |
pay money: |
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(A) |
in the form of an inducement
or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of
advisers, to procure the relevant thing); or
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(B) |
in circumstances that are
commercially onerous or unreasonable in the context of this Binding HOA; |
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(ii) |
provide other valuable consideration to
or for the benefit of any person; or |
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(iii) |
agree to commercially onerous or unreasonable
conditions. |
18. |
Termination |
This
Binding HOA shall be effective from the Execution Date and shall be terminated:
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(i) |
by
any Party with a written notice to the other Parties, in case the Share Subscription Agreement are not executed by 31 October 2024; |
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(ii) |
automatically,
upon execution of the Share Subscription Agreement; |
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(iii) |
by
mutual agreement of all Parties in writing; or |
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(iv) |
the
Investors/Braiin communicating, at any time prior to 31 October 2024, to Braiin/Investors, of their intent not to pursue the Investment. |
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Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set out
in Clause 5 which will be governed in accordance with the terms of Clause 5) will come to an end and the Parties will be released from
their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA).
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If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
in
accordance with section 127 of the
Corporations
Act 2001 (Cth)
| /s/ Natraj Balasubramanian |
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| Signature of director |
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| Natraj Balasubramanian
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| Name of director |
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EXECUTED
by BRAIIN HOLDINGS LIMITED
| /s/ Aemish Shah |
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Signature of director |
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| Aemish
Shah |
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| Name of director |
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EXECUTED
by the INVESTORS
| /s/ Suresh Kamath |
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| Suresh Kamath (on behalf of the Investors) |
|
Annex
A
Investors
1.
Vijetha Umashankar
2.
Swetha K. Acharya
3.
Suresh Kamath
4.
T S Prajwal
5.
Girija N 6.Nagambika
Exhibit 2.3
AMENDED
AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the Original Heads of Agreement) and the Parties hereby
agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
VIS
NETWORKS PVT LTD (VIS Networks) and its direct and indirect subsidiaries listed in Annex A hereto (Subsidiaries) (collectively,
VIS) are the legal and beneficial owners of various intellectual and technological property rights, relating to, among other things,
technology services.
This
binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Holdings Ltd. (Braiin Holdings) and Braiin
Limited (Braiin Holdings and Braiin Limited, hereinafter collectively referred to as Braiin) agree to acquire 100% of the shares
in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
This
Binding HOA, dated September 21, 2024 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties, including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties),
and is binding on the parties.
| 1. |
Acquisition Terms |
Subject
to the terms and conditions to be set out in a formal share sale agreement (Share Sale Agreement) (to be prepared by Braiin’s
advisors), which shall: (i) be on terms acceptable to the Parties (acting reasonably), including customary warranties to be provided
by the Shareholders and with appropriate limitations on liability for the Shareholders and VIS; and (ii) be consistent with the terms
set out in this Binding HOA, except to the extent otherwise agreed by the Parties, Braiin will purchase and the Shareholders will
sell, all of the fully paid equity shares in the capital of VIS Networks (collectively, VIS Shares), free from encumbrances,
as per a mutually agreeable structure to be set forth in the Share Sale Agreement. The terms of such purchase and sale are set forth
below: |
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(a) |
Braiin
will purchase, and the Shareholders will sell, such portion of the VIS Shares that constitute 79.7% of the issued and paid up share
capital of VIS Networks as of the Execution Date, for a purchase consideration, payable in cash, of USD 12 Million (the purchase
and sale of the portion of VIS Shares described under this Section 1(a), First Settlement) on such date as specified in the
Share Sale Agreement (First Settlement Date). |
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(b) |
On the
date that is 12 months after the First Settlement Date (Second Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of VIS Shares that constitute 12.2% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration, payable in cash, of USD 7.2 Million (the purchase and sale of the portion of VIS Shares described
under this Section 1(b), Second Settlement). |
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(c) |
On
the date that is 24 months after the First Settlement Date (Third Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of the VIS Shares that constitute 8.1% of the issued and paid- up share capital of VIS Networks as of the
Execution Date, for a purchase consideration of USD 4.8 Million (the purchase and sale of the portion of VIS Shares described under
this Section 1(c), Third Settlement). ((a), (b) and (c) above, collectively constitute, Acquisition). |
| 2. |
Certain Share Sale Agreement Terms |
The transactions
contemplated by this Binding HOA and governed by the Share Sale Agreement will be conditioned upon the satisfaction (or waiver) of
customary conditions precedent or pre-Settlement actions, including, but not limited to, the following: |
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(a) |
Formal Shareholders’
Agreement |
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Subject to Section 2(b)
below, the shareholders of VIS Networks as on the First Settlement Date, and VIS Networks, entering into and being bound by a formal
shareholders’ agreement (to be prepared by VIS Networks’ advisors) (Shareholders’ Agreement), which shall
be on terms acceptable to all parties to such Shareholders’ Agreement (acting reasonably) including appropriate minority protections
rights, governance rights and restriction on transferability of shares of all shareholders of VIS Networks as of the First Settlement
Date. |
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(b) |
Structure |
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The Parties shall mutually
agree on a structure for the transaction which is in compliance with the applicable tax and legal framework in the relevant jurisdictions
prior to execution of the Share Sale Agreement and Shareholders’ Agreement. |
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(c) |
Audit |
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VIS to provide VIS’
AICPA standard financial audit reports for the most recent two fiscal years to the absolute satisfaction of Braiin. Subject to a
maximum cap of USD 25,000, VIS Networks shall bear the costs and expenses of the AICPA standard financial audit referred to in this
Section 2(c). |
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(d) |
Admission to NASDAQ
or NYSE |
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Braiin Holdings or its
nominee receiving conditional approvals or equivalent approvals, to admit the securities of Braiin or its nominee to trading on NASDAQ
or NYSE on terms customary for listing in connection with business combinations. |
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(e) |
Due Diligence |
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Completion of financial,
legal and technical due diligence by Braiin on VIS to the absolute satisfaction of Braiin. |
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(f) |
Employment Agreements |
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Certain
key employees of VIS Networks (to be determined in the Share Sale Agreement) having executed employment agreements with VIS Networks
on reasonably customary terms, which terms shall be no less favourable than the existing terms of employment of such key employees.
For avoidance of doubt, it is hereby agreed and clarified that the employment agreements referenced in this Section 2(f) shall,
subject to First Settlement, be effective from the First Settlement Date. |
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(g) |
Approvals |
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The
Parties obtaining all corporate, shareholder and regulatory approvals necessary to lawfully complete the Acquisition. |
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(h) |
Indian Exchange Control |
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Upon the reasonable request by the Shareholders, Braiin
providing VIS Networks and the Shareholders with all documents and information required by the Reserve Bank of India and/ or the
authorised dealer banks of the Shareholders to enable: (i) the Shareholders to complete the Acquisition including receipt of the
consideration for the Acquisition in their bank accounts; and (ii) the Shareholders and VIS Networks to report the Acquisition with
the Reserve Bank of India/ authorised dealer banks. |
| 3. |
Settlement |
The Parties
agree to cooperate in good faith to structure the Acquisition in the Share Sale Agreement in a manner which is compliant with all
applicable laws. |
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Braiin acknowledges that
Indian regulations may require Braiin to execute certain securities transfer forms and/ or open and operationalise an active demat
account in India capable of receiving the VIS Shares as a condition precedent to such transfer of VIS Shares, and Braiin will cooperate
with such Indian regulations. |
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Each Shareholder in respect
of the VIS Shares transferred by him/ her to Braiin (or its nominee) in accordance with the terms of the Share Sale Agreement and
the Shareholders’ Agreement, shall file Form FC-TRS with the Reserve Bank of India/ its authorised dealer banks within the
timelines set out under applicable law. Braiin and VIS Networks agree to reasonably cooperate with the Shareholders to enable the
Shareholders to make such filing. |
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The Parties acknowledge
that the Share Sale Agreement will also capture the appropriate actions required: (i) for payment of consideration as set out in
Section 1 above; and |
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(ii) under law to complete
the transfer of the relevant VIS Shares on the First Settlement Date, Second Settlement Date and the Third Settlement Date for the
consideration set out in Section 1 and register Braiin (or its nominee) as the registered and beneficial owner of the relevant VIS
Shares acquired by Braiin (or its nominee) on the First Settlement Date, Second Settlement Date and Third Settlement Date (as applicable)
or as the beneficial owner in the event shares are in demat form, in each case in accordance with and subject to the terms of the
Share Sale Agreement and Shareholders’ Agreement. |
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| 4. |
Future Funding |
The
Share Sale Agreement or the Shareholders’ Agreement will contain terms regarding Braiin’s infusion of funds into VIS
Networks after the First Settlement Date for the purposes of growth
capital. The terms and conditions of such infusion by Braiin (including amounts required towards such infusion) shall be mutually
agreed between the Parties and set out in the Shareholders’ Agreement. |
| 5. |
Standstill |
The Share Sale Agreement will contain customary
standstill obligations/ covenants on VIS to maintain status quo, on and from the date of execution of the Share Sale Agreement till
the First Settlement Date, such as: |
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(a) |
incur any material liability other than in the ordinary
course of business; |
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(b) |
dispose of the whole,
or a substantial part, of its business or assets; |
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(c) |
vary or reduce its
capital structure; |
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(d) |
issue,
or agree to issue, any equity or debt securities, or grant or agree to grant any rights over existing issued capital, or rights
to be issued securities;
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(e) |
alter
or agree to alter its constitution or constituent documents;
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(f) |
declare
any dividends or distribute any assets; |
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(g) |
cause
to occur, by act or omission, an event or series of events, whether related or not, which may have a material adverse effect
on the business, assets or financial condition of VIS or on the transactions contemplated by this Binding HOA; and
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(h) |
create
or permit the creation of any encumbrance over the assets of VIS, other than in the ordinary course of business. |
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Notwithstanding
anything contained herein, the standstill obligations in Section 5(c) above shall not apply to any actions undertaken by VIS and/
or the Shareholders for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA. |
6.
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Exclusivity
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During
the period from the Execution Date until the earlier of (i) execution of the Share Sale Agreement; (ii) 31 October 2024; (iii)termination
of this Binding HOA; or (iv) Braiin communicating, any time prior to 31 October 2024, to VIS or any of the Shareholders of its intent
not to pursue the Acquisition, each of VIS Networks and the Shareholders agree that: |
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(a) |
they
will not participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement,
arrangement or understanding with, any third parties in respect of a transaction that may materially reduce the likelihood of success
of the transactions contemplated by this Binding HOA and will also cease any existing discussions or negotiations regarding such
transactions; |
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(b) |
they
will not engage with any other third party other than advisors, accountants or lawyers in connection with the sale of all or any VIS
Shares, or any of VIS’ business, assets or undertaking other than in the ordinary course of business or other than in a manner
as may be disclosed by the Shareholders/ VIS to Braiin in writing; and |
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(c) |
they
will not provide any third party with any information regarding VIS or its business, assets or undertakings in connection with (a)
and/ or (b) above, other than in the ordinary course of its ordinary business. |
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Notwithstanding
anything contained herein, the exclusivity obligations in Section 6 shall not apply to any actions undertaken by VIS and/ or the
Shareholders for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA. |
| 7. |
Confidentiality |
Each Party is to keep confidential the
terms of this Binding HOA and any other information obtained from another during the negotiations preceding the Execution Date or
in the course of furthering the transactions contemplated by this Binding HOA whether in the course of conducting due diligence or
otherwise (Confidential Information), and is not to disclose it to any person except: |
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(a) |
to officers, employees, shareholders, legal advisers,
auditors and other consultants requiring the information for the purposes of this Binding HOA; |
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(b) |
with the consent of the Party or Parties which own
the Confidential Information; |
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(c) |
if the information is, at the date of this Binding
HOA, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
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(d) |
if required by law, |
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(e) |
requirements
for disclosure under the rules of the U.S. Securities and Exchange Commission or under rules of a stock exchange;
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(f) |
if
strictly and necessarily required in connection with legal proceedings relating to this Binding HOA; |
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(g) |
if the information is generally and publicly available
other than as a result of a breach of confidence; or |
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(h) |
to a financier or prospective financier (or its advisers)
of a Party. |
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Braiin must not use any Confidential
Information provided to it by or on behalf of VIS (i) for any purpose other than the proposed Acquisition; (ii) to the competitive
disadvantage or detriment of VIS. VIS Networks must not use any Confidential Information provided to it by or on behalf of Braiin
(i) for any purpose other than the proposed Acquisition; (ii) to the competitive disadvantage or detriment of Braiin. |
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A Party disclosing Confidential Information must use
all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential
Information except in the circumstances permitted in this Section. |
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The
obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain
in existence for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA. |
| 8. |
Further Acts |
Each Party will promptly do and
perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party)
required by law or reasonably required by the other Party to give effect to this Binding HOA. |
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| 9. |
Governing Law |
This Binding HOA is governed by and construed in accordance
with the laws of India. Each Party irrevocably submits to the exclusive jurisdiction of the courts of India, and the courts competent
to determine appeals from such court with respect to any proceedings which may be brought at any time relating to this Binding HOA. |
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| 10. |
Dispute Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation. The mediation is to be conducted
by a mediator who is independent of the Parties and appointed by agreement between the Parties or, failing agreement, within
seven days of receiving any Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation. It is a condition precedent to
the right of either party to commence arbitration or litigation, other than for interlocutory relief, that they have first offered
to submit the dispute to mediation.
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In
the event the Parties are unable to settle disputes under this Binding HOA through mediation, the Parties shall refer such dispute
to arbitration. which will be administered by the Singapore International Arbitration Centre (SIAC). Each Party to such
dispute shall appoint one arbitrator and the presiding arbitrator(s) shall be appointed in accordance
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with the rules of SIAC. The venue of such arbitration
shall be Singapore and the seat shall be Bangalore, India. |
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| 11. |
Assignment |
No Party may assign, novate or otherwise transfer any
of its rights or obligations under this Binding HOA without the written consent of the other Party. |
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| 12. |
Costs |
Braiin
shall bear its own, and VIS Networks shall bear for itself and the Shareholders, legal costs of and incidental to the preparation,
negotiation and execution of this Binding HOA. |
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The Parties shall mutually agree upon, and set out
in the Share Sale Agreement or the Shareholders’ Agreement (as applicable), the Party(ies) responsible for bearing stamp duty
in relation to the agreements or instruments executed in connection with the Acquisition. |
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| 13. |
Tax |
No Party makes any representation to the other with
regard to the intended tax consequences of the Acquisition. |
14.
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Remedies
|
The
rights, power and remedies in respect of the provisions of this Binding HOA are cumulative with and not exclusive to the rights,
power or remedies provided by law independently of this Binding HOA. |
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15.
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Variation
|
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is: (a) made in writing;
(b) dated subsequent to the date of this Binding HOA; and (c) duly executed by all Parties. |
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16.
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Notices
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Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
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In the case of Braiin: |
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Address:
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283
Rokeby Road Subiaco WA 6008 |
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Email: |
natraj@braiin.com |
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Attention: |
Natraj
Balasubramanian In
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the
case of VIS and the Shareholders: |
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Address:
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#
94, 4th Cross,
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2nd
Block Koramangala
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Bangalore,
560034 Karnataka India
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Email:
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umashankar@visnet.in
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Attention: |
Umashankar
Bantwal |
17.
|
Severability
|
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not
affect any other term or provision of this Binding HOA. |
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18.
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Counterparts
|
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures by
means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| 19. |
Interpretation |
In this Binding HOA: |
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(a) |
headings are for convenience only
and do not affect its interpretation; |
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(b) |
specifying anything after the words “include”
or “for example” or similar expressions does not limit what else is included; |
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and unless the context otherwise requires: |
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(c) |
an obligation or liability assumed by, or a right conferred
on, two or more Parties binds or benefits all of them severally only; |
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(d) |
the expression person includes an individual,
the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated),
a partnership and a trust; |
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(e) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any
person taking by way of novation;
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(f) |
a
reference to a body, other than a party to this Binding HOA whether statutory or not:
|
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(i) |
which ceases to exist; or |
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(ii) |
whose powers or functions are transferred to another
body, is a reference to the body which replaces it or substantially succeed its power or functions; |
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(g) |
a reference to any document (including
this Binding HOA) is to that document as varied, novated, ratified or replaced from time to time, in accordance with the terms of
such document; |
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(h) |
a reference to any statute or to any statutory provision
includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws,
regulations, rules and statutory instruments (however described) issued under it; |
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(i) |
words
importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
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(j) |
reference to parties, clauses, sections, schedules,
exhibits or annexure are references to parties, clauses, sections, schedules, exhibits and annexure to or of this Binding HOA and
a reference to this Binding HOA includes any schedule, exhibit or annexure to this Binding HOA; |
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(k) |
where a word or phrase is given a defined meaning,
any other part of speech or grammatical form of that word or phrase has a corresponding meaning; |
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(l) |
a reference to time is to Indian Standard Time as observed
in India; |
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(m) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
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(n) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
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(o) |
if
an act prescribed under this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to
be done on the next day; |
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(p) |
a
reference to a payment is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows
in the relevant lawful currency specified; |
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(q) |
a
reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
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(i) |
pay money: |
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(A) |
in the form of an inducement or
consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers,
to procure the relevant thing); or |
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(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Binding HOA;
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(ii) |
provide other valuable consideration to
or for the benefit of any person; or |
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(iii) |
agree to commercially onerous or unreasonable
conditions. |
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19.2 |
As used herein, the term “nominee” includes an affiliate of Braiin who may be potential acquirer of Braiin and/or the VIS Shares. For avoidance of doubt, the nominee shall, at all times, be bound by, and subject to, the same obligations and restrictions in this HOT as applicable to Braiin. Further, the nominee shall not be entitled to any rights superior or incremental to what Braiin is entitled to. |
| 20. |
Termination |
This
Binding HOA shall be effective from the Execution Date and shall be terminated: |
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|
(i) |
by
any Party with a written notice to the other Party, in case the Share Sale Agreement and the Shareholders’ Agreement are not executed
by 31 October 2024; |
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(ii) |
automatically,
upon execution of the Share Sale Agreement and Shareholders’ Agreement; |
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(iii) |
by
mutual agreement of all Parties in writing; or |
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(iv) |
Braiin/
VIS Networks communicating, any time prior to 31 October 2024, to VIS/Braiin or any of the Shareholders of its intent not to
pursue the Acquisition. |
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|
Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set
out in Clause 7 which will be governed in accordance with the terms of Clause 7) will come to an end and the Parties will be released
from their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA).
|
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN HOLDINGS LIMITED
| /s/ Aemish Shah |
|
| Signature of director |
|
| |
|
| Aemish
Shah |
|
| Name of director |
|
| EXECUTED
by BRAIIN LIMITED |
|
| |
|
| in accordance with section 127 of
the |
|
| Corporations Act 200 I (Cth) |
|
| /s/
Natraj Balasubramanian |
|
| Natraj Balasubramanian |
|
| Name of director |
|
EXECUTED
for and on behalf of VIS NETWORKS PVT LTD
| /s/ Suresh Kamath |
|
|
| Signature |
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| Name and Designation |
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|
| Suresh Kamath |
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| (Director) |
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|
This
signature page forms an integral part of the heads of agreement executed by and between: (i) Braiin Holdings Limited, (ii) Braiin Limited,
(iii) Vis Networks Private Limited, (iv) Vijetha Umashankar, (v) Swetha K. Acharya, (vi) Suresh Kamath, (vii) T S Prajwal, (viii) Girija
N and (ix) Nagambika.
EXECUTED
by Girija N as part of the SHAREHOLDERS
EXECUTED
by Nagambika as part of the SHAREHOLDERS
EXECUTED
by T S Prajwal as part of the SHAREHOLDERS
| /s/
T S Prajwal |
|
| T S Prajwal |
|
EXECUTED
by Suresh Kamath as part of the SHAREHOLDERS
| /s/
Suresh Kamath |
|
| Suresh Kamath |
|
Executed
by Swetha K. Acharya as part of the SHAREHOLDERS
| /s/
Swetha K. Acharya |
|
| Swetha
K. Acharya |
|
EXECUTED
by Vijetha Umashankar as part of the SHAREHOLDERS
| /s/
Vijetha Umashankar |
|
| Vijetha Umashankar |
|
Annex
A
Subsidiaries
| ENTITY | |
COUNTRY OF ORIGIN | |
% OF SHAREHOLDING OF VIS NETWORKS | |
| VIS GLOBAL PTE LTD | |
SINGAPORE | |
| 99.98 | % |
| VIS NET TECHNOLGIES PLC | |
PHILIPPINES | |
| 100 | % |
VIS GLOBAL DIGITAL
SOLUTIONS | |
OMAN | |
| 54 | % |
| VIS GLOBAL INC | |
USA | |
| 95 | % |
| VIS NETWORKS UK LTD | |
UK | |
| 95 | % |
| VIS GLOBAL SDN BHD | |
MALASIA | |
| 100 | % |
| VIS GLOBAL PTY LTD | |
AUSTRALIA | |
| 45 | % |
VIS NET TECHONOLOGY
LLC | |
UAE | |
| 60 | % |
MERYKH TECHNOGIES PVT.
LTD | |
INDIA | |
| 25 | % |
| Artiligent Solutions Private Limited | |
INDIA | |
| 30 | % |
For
the avoidance of doubt, it is hereby clarified, that Smarterhi Communications Private Limited will not be considered as Subsidiary
for the purposes of the Acquisition.
Annex
B
VIS
Shareholders
| Name
of Shareholder | |
No.
of equity shares of face value INR 10 each | | |
%
holding | |
| l.
Vijetha Umashankar | |
| 9,73,380 | | |
| 24.06 | % |
| 2. Swetha
K. Acharya | |
| 8,73,340 | | |
| 21.59 | % |
| 3. Suresh
Karnath | |
| 4,33,340 | | |
| 10.71 | % |
| 4. T
S Prajwal | |
| 3,13,300 | | |
| 7.75 | % |
| 5. Girija
N | |
| 8,73,340 | | |
| 21.59 | % |
| 6.Nagambika | |
| 5,33,380 | | |
| 13.19 | % |
| Holders
of shares pursuant to exercise of ESOPs | |
| 45,000 | | |
| 1.11 | % |
| Total | |
| 40,45,080 | | |
| 100 | % |
Annex
C Proposed Share Transfers
| 1. |
Transfer
of shares amounting to 12% of the share capital of VIS Networks (UK) Limited held by VIS Networks to any one of its associate companies/
affiliates (Share Transfer 1). For avoidance of doubt, pursuant to Share Transfer 1, VIS Networks shall continue to hold shares
equivalent to 83% of the share capital of VIS Networks (UK) Limited. |
| |
|
| 2. |
Transfer
of shares/ ownership interest amounting to: (i) 12% of the share capital/ ownership interest of VIS Global Inc. held by VIS Networks
to any one of its associate companies/ affiliates (Share Transfer 2); and (ii) 20% of the share capital/ ownership interest
of VIS Global Inc. held by VIS Networks to a specified individual (Share Transfer 3). For avoidance of doubt, pursuant to Share
Transfer 2 and Share Transfer 3, VIS Networks shall continue to hold shares/ ownership interest equivalent to 63% of the share capital/
ownership interest of VIS Global Inc. |
Exhibit
2.4
SECOND
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the May Heads of Agreement), as amended by the amended
and restated Heads of Agreement, dated September 21, 2024, (together with the May Heads of Agreement, the Original Heads of Agreement”)
and the Parties hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
VIS
NETWORKS PVT LTD (VIS Networks) and its direct and indirect subsidiaries listed in Annex A hereto (Subsidiaries) (collectively,
VIS) are the legal and beneficial owners of various intellectual and technological property rights, relating to, among other things,
technology services.
This
binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of
the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
This
Binding HOA, dated June 27, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties, including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties),
and is binding on the parties.
| Acquisition
Terms |
Subject
to the terms and conditions to be set out in a formal share sale agreement (Share Sale Agreement) (to be prepared by Braiin’s
advisors), which shall: (i) be on terms acceptable to the Parties (acting reasonably), including customary warranties to be provided
by the Shareholders and with appropriate limitations on liability for the Shareholders and VIS; and (ii) be consistent with the terms
set out in this Binding HOA, except to the extent otherwise agreed by the Parties, Braiin will purchase and the Shareholders will
sell, all of the fully paid equity shares in the capital of VIS Networks (collectively, VIS Shares), free from encumbrances,
as per a mutually agreeable structure to be set forth in the Share Sale Agreement. The terms of such purchase and sale are set forth
below: |
| |
(a) |
Braiin
will purchase, and the Shareholders will sell, such portion of the VIS Shares that constitute 79.7% of the issued and paid up share
capital of VIS Networks as of the Execution Date, for a purchase consideration, payable in cash, of USD 12 Million (the purchase
and sale of the portion of VIS Shares described under this Section 1(a), First Settlement) on such date as specified in the
Share Sale Agreement (First Settlement Date). |
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|
|
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(b) |
On
the date that is 12 months after the First Settlement Date (Second Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of VIS Shares that constitute 12.2% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration, payable in cash, of USD 7.2 Million (the purchase and sale of the portion of VIS Shares described
under this Section 1(b), Second Settlement). |
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|
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(c) |
On
the date that is 24 months after the First Settlement Date (Third Settlement Date),
Braiin will purchase, and the Shareholders will sell, such portion of the VIS Shares that
constitute 8.1% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration of USD 4.8 Million (the purchase and sale of the portion
of VIS Shares described under this Section 1(c), Third Settlement).
((a),
(b) and (c) above, collectively constitute, Acquisition). |
| Certain
Share Sale Agreement Terms | The
transactions contemplated by this Binding HOA and governed by the Share Sale Agreement will be conditioned
upon the satisfaction (or waiver) of customary conditions precedent or pre-Settlement actions, including,
but not limited to, the following: |
| |
(a) |
Formal
Shareholders’ Agreement |
| |
|
|
| |
|
Subject
to Section 2(b) below, the shareholders of VIS Networks as on the First Settlement Date, and VIS Networks, entering into and being
bound by a formal shareholders’ agreement (to be prepared by VIS Networks’ advisors) (Shareholders’ Agreement),
which shall be on terms acceptable to all parties to such Shareholders’ Agreement (acting reasonably) including appropriate
minority protections rights, governance rights and restriction on transferability of shares of all shareholders of VIS Networks as
of the First Settlement Date. |
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|
|
| |
(b) |
Structure |
| |
|
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| |
|
The
Parties shall mutually agree on a structure for the transaction which is in compliance with the applicable tax and legal framework
in the relevant jurisdictions prior to execution of the Share Sale Agreement and Shareholders’ Agreement. |
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|
|
| |
(c) |
Audit |
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|
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|
VIS
to provide VIS’ AICPA standard financial audit reports for the most recent two fiscal years to the absolute satisfaction of
Braiin. Subject to a maximum cap of USD 25,000, VIS Networks shall bear the costs and expenses of the AICPA standard financial audit
referred to in this Section 2(c). |
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(d) |
Admission
to NASDAQ or NYSE |
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|
Braiin
Holdings or its nominee receiving conditional approvals or equivalent approvals, to admit the securities of Braiin or its nominee
to trading on NASDAQ or NYSE on terms customary for listing in connection with business combinations. |
| |
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|
| |
(e) |
Due
Diligence |
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|
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|
Completion
of financial, legal and technical due diligence by Braiin on VIS to the absolute satisfaction of Braiin. |
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|
|
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(f) |
Employment
Agreements |
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|
Certain
key employees of VIS Networks (to be determined in the Share Sale Agreement) having executed
employment agreements with VIS Networks on reasonably customary terms, which terms shall
be no less favourable than the existing terms of employment of such key employees. For avoidance
of doubt, it is hereby agreed and clarified that the employment agreements referenced in
this Section 2(f) shall, subject to First Settlement, be effective from the First Settlement
Date.
|
| |
(g) |
Approvals |
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|
The
Parties obtaining all corporate, shareholder and regulatory approvals necessary to lawfully complete the Acquisition. |
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(h) |
Indian
Exchange Control |
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| |
|
Upon
the reasonable request by the Shareholders, Braiin providing VIS Networks and the Shareholders with all documents and information
required by the Reserve Bank of India and/ or the authorised dealer banks of the Shareholders to enable: (i) the Shareholders to
complete the Acquisition including receipt of the consideration for the Acquisition in their bank accounts; and (ii) the Shareholders
and VIS Networks to report the Acquisition with the Reserve Bank of India/ authorised dealer banks. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Acquisition in the Share Sale Agreement
in a manner which is compliant with all applicable laws.
Braiin
acknowledges that Indian regulations may require Braiin to execute certain securities transfer forms and/ or open and operationalise
an active demat account in India capable of receiving the VIS Shares as a condition precedent to such transfer of VIS Shares, and
Braiin will cooperate with such Indian regulations.
Each
Shareholder in respect of the VIS Shares transferred by him/ her to Braiin (or its nominee) in accordance with the terms of the Share
Sale Agreement and the Shareholders’ Agreement, shall file Form FC-TRS with the Reserve Bank of India/ its authorised dealer
banks within the timelines set out under applicable law. Braiin and VIS Networks agree to reasonably cooperate with the Shareholders
to enable the Shareholders to make such filing.
The
Parties acknowledge that the Share Sale Agreement will also capture the appropriate actions required: (i) for payment of consideration
as set out in Section 1 above; and (ii) under law to complete the transfer of the relevant VIS Shares on the First Settlement Date,
Second Settlement Date and the Third Settlement Date for the consideration set out in Section 1 and register Braiin (or its nominee)
as the registered and beneficial owner of the relevant VIS Shares acquired by Braiin (or its nominee) on the First Settlement Date,
Second Settlement Date and Third Settlement Date (as applicable) or as the beneficial owner in the event shares are in demat form,
in each case in accordance with and subject to the terms of the Share Sale Agreement and Shareholders’ Agreement. |
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|
|
| 4. |
Future
Funding |
The
Share Sale Agreement or the Shareholders’ Agreement will contain terms regarding Braiin’s infusion of funds into VIS
Networks after the First Settlement Date for the purposes of growth capital. The terms and conditions of such infusion by Braiin
(including amounts required towards such infusion) shall be mutually agreed between the Parties and set out in the Shareholders’
Agreement. |
| 5. |
Standstill |
The
Share Sale Agreement will contain customary standstill obligations/ covenants on VIS to maintain status quo, on and from the date
of execution of the Share Sale Agreement till the First Settlement Date, such as: |
| |
(a) |
incur
any material liability other than in the ordinary course of business; |
| |
|
|
| |
(b) |
dispose
of the whole, or a substantial part, of its business or assets; |
| |
|
|
| |
(c) |
vary
or reduce its capital structure; |
| |
|
|
| |
(d) |
issue,
or agree to issue, any equity or debt securities, or grant or agree to grant any rights over existing issued capital, or rights to
be issued securities; |
| |
|
|
| |
(e) |
alter
or agree to alter its constitution or constituent documents; |
| |
|
|
| |
(f) |
declare
any dividends or distribute any assets; |
| |
|
|
| |
(g) |
cause
to occur, by act or omission, an event or series of events, whether related or not, which may have a material adverse effect on the
business, assets or financial condition of VIS or on the transactions contemplated by this Binding HOA; and |
| |
|
|
| |
(h) |
create
or permit the creation of any encumbrance over the assets of VIS, other than in the ordinary course of business. |
| |
|
|
| |
Notwithstanding
anything contained herein, the standstill obligations in Section 5(c) above shall not apply to any actions undertaken by VIS and/
or the Shareholders for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA. |
| 6. | Exclusivity | During
the period from the Execution Date until the earlier of (i) execution of the Share Sale Agreement; (ii) the later of (a) the
listing of the securities on NASDAQ or NYSE and (b) 30 September, 2025 (the End Date); (iii)termination of this Binding HOA;
or (iv) Braiin communicating, any time prior to the End Date, to VIS or any of the Shareholders of its intent not to pursue the
Acquisition, each of VIS Networks and the Shareholders agree that: |
| |
(a) |
they
will not participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement,
arrangement or understanding with, any third parties in respect of a transaction that may materially reduce the likelihood of success
of the transactions contemplated by this Binding HOA and will also cease any existing discussions or negotiations regarding such
transactions; |
| |
|
|
| |
(b) |
they
will not engage with any other third party other than advisors, accountants or lawyers in connection with the sale of all or any
VIS Shares, or any of VIS’ business, assets or undertaking other than in the ordinary course of business or other than in a
manner as may be disclosed by the Shareholders/ VIS to Braiin in writing; and |
| |
|
|
| |
(c) |
they
will not provide any third party with any information regarding VIS or its business, assets
or undertakings in connection with (a) and/ or (b) above, other than in the ordinary course
of its ordinary business.
|
| | Notwithstanding
anything contained herein, the exclusivity obligations in Section 6 shall not apply to any
actions undertaken by VIS and/ or the Shareholders for the purposes of execution and consummation
of transactions specified in Annexure C of this Binding HOA. |
| 7. |
Confidentiality |
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during the negotiations
preceding the Execution Date or in the course of furthering the transactions contemplated by this Binding HOA whether in the course
of conducting due diligence or otherwise (Confidential Information), and is not to disclose it to any person except: |
| |
(a) |
to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this
Binding HOA; |
| |
|
|
| |
(b) |
with
the consent of the Party or Parties which own the Confidential Information; |
| |
|
|
| |
|
|
| |
(c) |
if
the information is, at the date of this Binding HOA, lawfully in the possession of the recipient of the information through sources
other than any of the other Parties; |
| |
|
|
| |
(d) |
if
required by law, |
| |
|
|
| |
(e) |
requirements
for disclosure under the rules of the U.S. Securities and Exchange Commission or under rules of a stock exchange; |
| |
|
|
| |
(f) |
if
strictly and necessarily required in connection with legal proceedings relating to this Binding HOA; |
| |
|
|
| |
(g) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
| |
(h) |
to
a financier or prospective financier (or its advisers) of a Party. |
| Braiin
must not use any Confidential Information provided to it by or on behalf of VIS (i) for any
purpose other than the proposed Acquisition; (ii) to the competitive disadvantage or detriment
of VIS. VIS Networks must not use any Confidential Information provided to it by or on behalf
of Braiin (i) for any purpose other than the proposed Acquisition; (ii) to the competitive
disadvantage or detriment of Braiin. |
| | |
| A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that
persons receiving the Confidential Information from it do not disclose the Confidential Information
except in the circumstances permitted in this Section. |
| | |
| The
obligations under this Section contain obligations separate and independent from the other
obligations of the Parties and remain in existence for a period of two years from the date
of this Binding HOA, regardless of any termination of this Binding HOA. |
| 8. |
Further
Acts |
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Binding HOA. |
| |
|
|
| 9. |
Governing
Law |
This
Binding HOA is governed by and construed in accordance with the laws of India. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of India, and the courts competent to determine appeals from such court with respect to any proceedings which may be
brought at any time relating to this Binding HOA. |
| |
|
|
| 10. |
Dispute
Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation.
The mediation is to be conducted by a mediator who is independent of the Parties and appointed
by agreement between the Parties or, failing agreement, within seven days of receiving any
Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation.
It is a condition precedent to the right of either party to commence arbitration or litigation,
other than for interlocutory relief, that they have first offered to submit the dispute to
mediation.
In
the event the Parties are unable to settle disputes under this Binding HOA through mediation, the Parties shall refer such dispute
to arbitration. which will be administered by the Singapore International Arbitration Centre (SIAC). Each Party to such dispute
shall appoint one arbitrator and the presiding arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of
such arbitration shall be Singapore and the seat shall be Bangalore, India. |
| |
|
|
| 11. |
Assignment |
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent
of the other Party. |
| |
|
|
| 12. |
Costs |
Braiin
shall bear its own, and VIS Networks shall bear for itself and the Shareholders, legal costs
of and incidental to the preparation, negotiation and execution of this Binding HOA.
The
Parties shall mutually agree upon, and set out in the Share Sale Agreement or the Shareholders’ Agreement (as applicable),
the Party(ies) responsible for bearing stamp duty in relation to the agreements or instruments executed in connection with the Acquisition. |
| |
|
|
| 13. |
Tax |
No
Party makes any representation to the other with regard to the intended tax consequences of the Acquisition. |
| 14. |
Remedies |
The
rights, power and remedies in respect of the provisions of this Binding HOA are cumulative with and not exclusive to the rights,
power or remedies provided by law independently of this Binding HOA. |
| |
|
|
| 15. |
Variation |
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is: (a) made in writing;
(b) dated subsequent to the date of this Binding HOA; and (c) duly executed by all Parties. |
| |
|
|
| 16. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered
personally or sent by properly addressed prepaid mail in each case addressed to the Party
at its address set out in below:
In
the case of Braiin:
|
| |
Address: |
283
Rokeby Road Subiaco WA 6008 |
| |
Email: |
natraj@braiin.com |
| |
Attention: |
Natraj
Balasubramanian In the case of VIS and the Shareholders: |
| |
Address: |
#
94, 4th Cross, |
| |
|
2nd
Block Koramangala Bangalore, 560034 Karnataka India |
| |
Email: |
umashankar@visnet.in |
| |
Attention: |
Umashankar
Bantwal |
| 17. |
Severability |
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
| |
|
|
| 18. |
Counterparts |
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| |
(m) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
| |
(n) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
| |
(o) |
if
an act prescribed under this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken
to be done on the next day; |
| |
|
|
| |
(p) |
a
reference to a payment is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows
in the relevant lawful currency specified; |
| |
|
|
| |
(q) |
a
reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
| |
(A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
| |
(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Binding HOA; |
| |
(ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
|
| |
(iii) |
agree
to commercially onerous or unreasonable conditions. |
| |
19.2
|
As
used herein, the term “nominee” includes an affiliate of Braiin who may be potential acquirer of Braiin and/or the VIS
Shares. For avoidance of doubt, the nominee shall, at all times, be bound by, and subject to, the same obligations and restrictions
in this HOT as applicable to Braiin. Further, the nominee shall not be entitled to any rights superior or incremental to what Braiin
is entitled to. |
| 20. |
Termination |
This
Binding HOA shall be effective from the Execution Date and shall be terminated: |
| |
(i) |
by
any Party with a written notice to the other Party, in case the Share Sale Agreement and the Shareholders’ Agreement are not
executed by the End Date; |
| |
|
|
| |
(ii) |
automatically,
upon execution of the Share Sale Agreement and Shareholders’ Agreement; |
| |
|
|
| |
(iii) |
by
mutual agreement of all Parties in writing; or |
| |
|
|
| |
(iv) |
Braiin/
VIS Networks communicating, any time prior to the End Date, to VIS/Braiin or any of the Shareholders of its intent not to pursue
the Acquisition. |
| | Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than
terms in respect of Confidentiality set out in Clause 7 which will be governed in accordance
with the terms of Clause 7) will come to an end and the Parties will be released from their
obligations under this Agreement (other than in respect of any prior breaches of binding
provisions of this Binding HOA). |
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
in
accordance with section 127 of the
Corporations
Act 200 I (Cth)
| /s/
Natraj Balasubramanian |
|
| |
|
| Natraj
Balasubramanian |
|
| Name
of director |
|
EXECUTED
for and on behalf of
VIS
NETWORKS PVT LTD
| /s/
Suresh Kamath |
|
| Signature |
|
| |
|
| |
|
| Name
and Designation |
|
| Suresh
Kamath (Director) |
|
This
signature page forms an integral part of the heads of agreement executed by and between: (i) Braiin Limited, (ii) Vis Networks Private
Limited, (iii) Vijetha Umashankar, (iv) Swetha K. Acharya, (v) Suresh Kamath, (vi) T S Prajwal, (vii) Girija N and (viii) Nagambika.
EXECUTED
by Girija N as part of the SHAREHOLDERS
EXECUTED
by Nagambika as part of the SHAREHOLDERS
EXECUTED
by T S Prajwal as part of the
| /s/
T S Prajwal |
|
| T
S Prajwal |
|
EXECUTED
by Suresh Kamath as part of the SHAREHOLDERS
| /s/
Suresh Kamath |
|
| Suresh
Kamath |
|
EXECUTED
by Swetha K. Acharya as part
| /s/
Swetha K. Achary |
|
| Swetha
K. Acharya |
|
EXECUTED
by Vijetha Umashankar as part of the SHAREHOLDERS
| /s/
Vijetha Umashankar |
|
| Vijetha
Umashankar |
|
Annex
A
Subsidiaries
| ENTITY |
|
COUNTRY
OF ORIGIN |
|
%
OF SHAREHOLDING OF
VIS
NETWORKS |
| VIS
GLOBAL PTE LTD |
|
SINGAPORE |
|
99.98% |
| VIS
NET TECHNOLGIES PLC |
|
PHILIPPINES |
|
100% |
VIS
GLOBAL DIGITAL
SOLUTIONS |
|
OMAN |
|
54% |
| VIS
GLOBAL INC |
|
USA |
|
95% |
| VIS
NETWORKS UK LTD |
|
UK |
|
95% |
| VIS
GLOBAL SDN BHD |
|
MALASIA |
|
100% |
| VIS
GLOBAL PTY LTD |
|
AUSTRALIA |
|
45% |
VIS
NET TECHONOLOGY
LLC |
|
UAE |
|
60% |
MERYKH
TECHNOGIES PVT.
LTD |
|
INDIA |
|
25% |
| Artiligent
Solutions Private Limited |
|
INDIA |
|
30% |
For
the avoidance of doubt, it is hereby clarified, that Smarterhi Communications Private Limited will not be considered as Subsidiary
for the purposes of the Acquisition.
Annex
B
VIS
Shareholders
| Name
of Shareholder | |
No.
of equity shares of face value INR 10 each | | |
%
holding | |
| l.
Vijetha Umashankar | |
| 9,73,380 | | |
| 24.06 | % |
| 2.
Swetha K. Acharya | |
| 8,73,340 | | |
| 21.59 | % |
| 3.
Suresh Karnath | |
| 4,33,340 | | |
| 10.71 | % |
| 4.
T S Prajwal | |
| 3,13,300 | | |
| 7.75 | % |
| 5.
Girija N | |
| 8,73,340 | | |
| 21.59 | % |
| 6.
Nagambika | |
| 5,33,380 | | |
| 13.19 | % |
| Holders
of shares pursuant to exercise of ESOPs | |
| 45,000 | | |
| 1.11 | % |
| Total | |
| 40,45,080 | | |
| 100 | % |
Annex
C
Proposed
Share Transfers
| 1. |
Transfer
of shares amounting to 12% of the share capital of VIS Networks (UK) Limited held by VIS Networks to any one of its associate companies/
affiliates (Share Transfer 1). For avoidance of doubt, pursuant to Share Transfer 1, VIS Networks shall continue to hold shares
equivalent to 83% of the share capital of VIS Networks (UK) Limited. |
| |
|
| 2. |
Transfer
of shares/ ownership interest amounting to: (i) 12% of the share capital/ ownership interest of VIS Global Inc. held by VIS Networks
to any one of its associate companies/ affiliates (Share Transfer 2); and (ii) 20% of the share capital/ ownership interest
of VIS Global Inc. held by VIS Networks to a specified individual (Share Transfer 3). For avoidance of doubt, pursuant to
Share Transfer 2 and Share Transfer 3, VIS Networks shall continue to hold shares/ ownership interest equivalent to 63% of the share
capital/ ownership interest of VIS Global Inc. |
Exhibit
2.5
NON-BINDING
HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
Braiin
Limited is a pioneering technology company specializing in cutting-edge solutions across diverse domains. This non-binding heads of agreement
(Non-Binding HOA) sets out the terms upon which the persons set out in Annex A (Investors) will be issued shares in Braiin
Limited or its affiliates (including parent company/ies)(Braiin), by way of subscription to shares of Braiin.
This
Non-Binding HOA dated May 10, 2024 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties in respect of the subject matter of this Non-Binding HOA (Parties) and, except as otherwise expressly stated
herein, is not binding on any of the Parties.
| 1. |
Investment |
Subject
to the terms of a formal share subscription agreement (Share Subscription Agreement),
the Investors agree to subscribe to, in accordance with the terms of a Share Subscription
Agreement, and Braiin agrees to issue and allot to the Investors, such number of fully paid-up
ordinary shares in equity capital of Braiin (Subscription Shares) worth USD 35 Million
(Investment Amount). The Subscription Shares will be issued based on pricing/formula
detailed in the Share Subscription Agreement), free and clear of all encumbrances (the transaction
described in this paragraph, Investment).
Each
Investor agrees that: (a) 50% of the Subscription Shares held by him/ her shall be subject to a voluntary lock-up for a term of 12
months from Closing during which such Investor shall not sell, dispose of, gift or otherwise transfer such Subscription Shares; and
(b) the remaining 50% of the Subscription Shares held by him/ her shall be subject to a voluntary lock-up for a term of 24 months
from Closing (defined below) during which he/ she shall not sell, dispose of, gift or otherwise transfer such Subscription Shares. |
| |
|
|
| 2. |
Certain
Share Subscription Agreement Terms |
The
transactions contemplated by this Non-Binding HOA and governed by the Share Subscription Agreement will be conditioned upon the satisfaction
(or waiver) of customary conditions precedent or pre-Settlement actions, including, but not limited to, the following: |
| |
|
(a) |
Structure |
| |
|
|
|
| |
|
|
The
Parties shall mutually agree on a structure for the transaction which is efficient from a tax and commercial perspective and in compliance
with the applicable tax and legal framework in the relevant jurisdictions prior to execution of the Share Subscription Agreement. |
| |
|
|
|
| |
|
(b) |
Admission
to NASDAQ or NYSE |
| |
|
|
|
| |
|
|
Braiin
receiving conditional approvals or equivalent approvals, to admit the securities of Braiin (including the Subscription Shares) to trading
on NASDAQ or NYSE on terms customary for listing in connection with business combinations. |
| |
|
|
|
| |
|
(c) |
Due
Diligence |
| |
|
|
|
| |
|
|
Completion
of legal, technical and financial due diligence of Braiin and its affiliates, to the absolute satisfaction of the Investors. |
| |
|
(d) |
Approvals |
| |
|
|
|
| |
|
|
The
Parties obtaining all corporate (in respect of a Party which is a corporate entity), shareholder (in respect of a Party which is a
corporate entity) and regulatory approvals necessary to lawfully complete the Investment. |
| |
|
|
|
| |
|
(e) |
Indian
Exchange Control |
| |
|
|
|
| |
|
|
Braiin
shall provide the Investors with all documents and information required by the Reserve Bank of India and/ or the authorised dealer
banks of the Investors to enable: (i) the Investors to complete the Investment including remitting the Investment Amount to Braiin;
and (ii) the Investors to report the Investment with the Reserve Bank of India/ authorised dealer banks. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Investment in the Share Subscription
Agreement in a tax-efficient manner and in compliance with all applicable law. The closing
of the Investment is referred to herein as the Closing.
Braiin:
(i) acknowledges that Indian regulations may require Braiin to take certain actions to issue and allot the Subscription Shares to
the Investors in the manner and in the proportion set out in the Share Subscription Agreement; and (ii) deliver to the Investors,
the share certificates or a holding statement or such other document required under law to evidence the Investors as the owners of
such Subscription Shares. Braiin agrees to co-operate for compliance of the aforesaid Indian regulations.
Braiin
acknowledges that certain other actions may be required to be undertaken by Braiin under law for the Investors to acquire the free
and marketable title to the relevant Subcription Shares that will be set out in the Share Subscription Agreement.
Each
Investor shall report their respective Investment with the Reserve Bank of India/ its authorised dealer banks in the form, manner
and within the timelines set out under applicable law. Braiin shall reasonably cooperate with the Investors to enable the Investors
to make such reporting.
|
| 4. |
Exclusivity |
During
the period from the Execution Date until the earlier of: (i) execution of the Share Subscription Agreement; (ii) 31 July 2024; or
(iii) termination of this Non-Binding HOA, Braiin agrees that it will not participate in any negotiations or discussions with, or
provide any information to, or accept or enter into any agreement, arrangement or understanding with, any third parties in respect
of a transaction that would materially reduce the likelihood of success of the transactions contemplated by this Non-Binding HOA
and will also cease any existing discussions or negotiations regarding such transactions. |
| 5. |
Confidentiality |
Each
Party is to keep confidential the terms of this Non-Binding HOA and any other information
obtained from another during the negotiations preceding the Execution Date or in the course
of furthering the transactions contemplated by this Non-Binding HOA whether in the course
of conducting due diligence or otherwise (Confidential Information), and is not to
disclose it to any person except:
|
| |
|
(a) |
to officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this Non-Binding HOA; |
| |
|
|
|
| |
|
(b) |
with the consent of the Party or Parties which own the Confidential Information; |
| |
|
|
|
| |
|
(c) |
if the information is, at the date of this Non-Binding HOA, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
| |
|
|
|
| |
|
(d) |
if required by law or under rules of a stock exchange; |
| |
|
|
|
| |
|
(e) |
if strictly and necessarily required in connection with legal proceedings relating to this Non-Binding HOA; |
| |
|
|
|
| |
|
(f) |
if the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
|
| |
|
(g) |
to a financier or prospective financier (or its advisers) of a Party. |
| |
|
The
Investors must not use any Confidential Information provided to it by or on behalf of Braiin: (i) for any purpose other than the
proposed Investment; (ii) to the competitive disadvantage or detriment of Braiin. |
| |
|
|
| |
|
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information
from it do not disclose the Confidential Information except in the circumstances permitted in this Section. |
| |
|
|
| |
|
The
obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain
in existence for a period of two years from the date of this Non-Binding HOA, regardless of any termination of this Non-Binding HOA. |
| |
|
|
| 6. |
Further
Acts |
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Non-Binding HOA. |
| 7. |
Governing
Law |
This
Non-Binding HOA is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to
the exclusive jurisdiction of the courts of Western Australia, and the courts competent to determine appeals from such court with
respect to any proceedings which may be brought at any time relating to this Non-Binding HOA. |
| |
|
|
| 8. |
Dispute
Resolution
|
The
Parties must endeavour to settle any dispute in connection with this Non-Binding HOA by mediation.
The mediation is to be conducted by a mediator who is independent of the Parties and appointed
by agreement between the Parties or, failing agreement, within seven days of receiving any
Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation.
It is a condition precedent to the right of either party to commence arbitration or litigation,
other than for interlocutory relief, that they have first offered to submit the dispute to
mediation.
In
the event the Parties are unable to settle disputes under this Non-Binding HOA through mediation, the Parties shall refer such dispute
to arbitration. which will be administered by the Singapore International Arbitration Centre (SIAC). Each Party to such dispute
shall appoint one arbitrator and the presiding arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of
such arbitration shall be Singapore and the seat shall be Bangalore, India. |
| |
|
|
| 9. |
Assignment |
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Non-Binding HOA without the written consent
of the other Party. |
| |
|
|
| 10.
|
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation
and execution of this Non-Binding HOA.
The
Parties shall mutually agree upon, and set out in the Share Subscription Agreement, the Party(ies) responsible for bearing stamp
duty in relation to the agreements and instruments executed in connection with the Investment. |
| |
|
|
| 11. |
Tax |
No
Party makes any representation to the other with regard to the intended tax consequences of the Investment. |
| |
|
|
| 12. |
Remedies |
The
rights, power and remedies provided in respect of the binding provisions of this Non-Binding HOA are cumulative with and not exclusive
to the rights, power or remedies provided by law independently of this Non-Binding HOA. |
| |
|
|
| 13. |
Variation |
No
modification or alteration of the terms of this Non-Binding HOA shall be made unless such modification/ alteration is: (a) made in
writing; (b) dated subsequent to the date of this Non-Binding HOA; and (c) duly executed by all Parties. |
| 14. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered
personally or sent by properly addressed prepaid mail in each case addressed to the Party
at its address set out in below:
|
| |
|
In the case of Braiin: |
| |
|
Address: |
283 Rokeby Road Subiaco WA 6008 |
| |
|
Email: |
natraj@braiin.com |
| |
|
Attention: |
Natraj
Balasubramanian |
| |
|
|
|
| |
|
In the case of the Investors: |
| |
|
|
|
| |
|
Address: |
# 94, 4th Cross, |
| |
|
|
2nd Block Koramangala |
| |
|
|
Bangalore, 560034 Karnataka India |
| |
|
Email: |
umashankar@visnet.in |
| |
|
Attention: |
Umashankar Bantwal |
| 15. |
Severability |
If
any term or provision of this Non-Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability
will not affect any other term or provision of this Non-Binding HOA. |
| |
|
|
| 16. |
Counterparts |
This
Non-Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| 17. |
Interpretation |
In
this Non-Binding HOA:
|
| |
|
(a) |
headings are for convenience only and do not affect its interpretation; |
| |
|
|
|
| |
|
(b) |
specifying anything after the words “include” or “for example” or similar expressions does not limit what else
is included; |
| |
|
|
|
| |
|
and unless the context otherwise requires: |
| |
|
|
| |
|
(c) |
an obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them severally only; |
| |
|
|
|
| |
|
(d) |
the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture
(whether incorporated or unincorporated), a partnership and a trust; |
| |
|
|
|
| |
|
(e) |
a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
|
(f) |
a reference to a body, other than a party to this Non-Binding HOA whether statutory or not: |
| |
|
|
|
|
| |
|
|
(i) |
which ceases to exist; or |
| |
|
|
|
|
| |
|
|
(ii) |
whose powers or functions are transferred to another body, |
| |
|
|
|
|
| |
|
|
is a reference to the body which replaces it or substantially succeed its powers or functions; |
| |
|
(g) |
a reference to any document (including this Non-Binding HOA) is to that document as varied, novated,
ratified or replaced from time to time, in accordance with the terms of such document; |
| |
|
|
|
| |
|
(h) |
a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision
substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| |
|
|
|
| |
|
(i) |
words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
|
|
|
| |
|
(j) |
reference to parties, clauses, sections, schedules, exhibits or annexure are references to parties, clauses, sections, schedules, exhibits
and annexure to or of this Non-Binding HOA and a reference to this Non-Binding HOA includes any schedule, exhibit or annexure to this
Non-Binding HOA; |
| |
|
|
|
| |
|
(k) |
where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding
meaning; |
| |
|
|
|
| |
|
(l) |
a reference to time is to Indian Standard Time as observed in India; |
| |
|
|
|
| |
|
(m) |
if a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
|
| |
|
(n) |
a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
|
| |
|
(o) |
if an act prescribed under this Non-Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken
to be done on the next day; |
| |
|
|
|
| |
|
(p) |
a reference to a payment is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows
in the relevant lawful currency specified; |
| |
|
(q) |
a reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
| |
|
|
|
| |
|
|
(i) |
pay money: |
| |
|
|
|
|
| |
|
|
|
(A) |
in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
|
|
|
| |
|
|
|
(B) |
in circumstances that are commercially onerous or unreasonable in the context of this Non-Binding HOA; |
| |
|
|
|
|
|
| |
|
|
(ii) |
provide other valuable consideration to or for the benefit of any person; or |
| |
|
|
|
|
| |
|
|
(iii) |
agree to commercially onerous or unreasonable conditions. |
| 18. |
Binding
Provisions |
Except
for the provisions in Sections 4, 5, 7, 8, 9, 10, 18, 19, which are meant to be binding on the Parties, this Non-Binding HOA is non-binding
and no Party hereto shall have any binding obligations, commitments, agreements or liabilities of any nature. The Share Subscription
Agreement and other ancillary agreements entered into by the Parties in connection with the Investment shall when executed constitute
binding agreements in respect of the terms of the proposed Investment. |
| |
|
|
| 19. |
Termination |
This Non-Binding HOA shall be effective from the Execution Date and shall be terminated: |
| |
|
(i) |
by any Party with a written notice to the other Parties, in case the Share Subscription Agreement are not executed by 31 July
2024; |
| |
|
|
|
| |
|
(ii) |
automatically,
upon execution of the Share Subscription Agreement; |
| |
|
|
|
| |
|
(iii) |
by mutual agreement of all Parties in writing; or |
| |
|
|
|
| |
|
(iv) |
the Investors communicating, at any time prior to 31 July 2024, to Braiin, of their intent not to pursue the Investment. |
| |
|
|
|
| |
|
Upon termination of this Non-Binding HOA, the agreement constituted by this Non-Binding HOA (other than terms in respect of Confidentiality set out in Clause 6 which will be governed in accordance with the terms of Clause 6) will come to an end and the Parties will be released from their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Non-Binding HOA). |
If
the terms and conditions set out above are acceptable, please execute this Non-Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
|
|
| in accordance with section 127 of the |
|
| Corporations Act 2001 (Cth) |
|
| |
|
| /s/ Natraj Balasubramanian |
|
| Signature
of director |
|
| |
|
|
Natraj
Balasubramanian |
|
| Name
of director |
|
| EXECUTED by BRAIIN HOLDINGS LIMITED |
|
| |
|
| /s/ Aemish Shah |
|
| Signature
of director |
|
| |
|
| Aemish Shah |
|
| Name of director |
|
EXECUTED
by the INVESTORS
|
|
| |
|
| /s/
Suresh Kamath |
|
| Suresh
Kamath (on behalf of the Investors) |
|
Annex
A
Investors
| 1. |
Vijetha Umashankar |
|
| 2. |
Swetha K. Acharya |
|
| 3. |
Suresh Kamath |
|
| 4. |
T S Prajwal |
|
| 5. |
Girija N |
|
| 6. |
Nagambika |
|
Exhibit
2.6
AMENDED
AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the May Heads of Agreement), which was amended and restated by the Heads of Agreement dated September 21, 2024 (together
with the May Heads of Agreement, the Original Heads of Agreement) and the Parties hereby
agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
Braiin
Limited is a pioneering technology company specializing in cutting-edge solutions across diverse domains. This binding heads of agreement
(Binding HOA) sets out the terms upon which the persons set out in Annex A (Investors) will be issued shares in Braiin
Limited or its affiliates (including parent company/ies) (Braiin), by way of subscription to shares of Braiin.
This
Binding HOA dated June _27, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties)
and is binding on any of the Parties.
| 1. |
Investment |
Subject
to the terms of a formal share subscription agreement (Share Subscription Agreement), the Investors agree to subscribe to, in
accordance with the terms of a Share Subscription Agreement, and Braiin agrees to issue and allot to the Investors, such number of fully
paid-up ordinary shares in equity capital of Braiin (Subscription Shares) worth USD 44.57 Million (Investment Amount).
The Subscription Shares will be issued based on pricing/formula detailed in the Share Subscription Agreement), free and clear of all
encumbrances, except as required by law (the transaction described in this paragraph, Investment).
|
| |
|
|
| |
|
Each
Investor agrees that: (a) 50% of the Subscription Shares held by him/ her shall be subject
to a voluntary lock- up for a term of 12 months from Closing (as defined below) during which
such Investor shall not sell, dispose of, gift or otherwise transfer such Subscription Shares;
and (b) the remaining 50% of the Subscription Shares held by him/ her shall be subject to
a voluntary lock-up for a term of 24 months from Closing during which he/ she shall not sell,
dispose of, gift or otherwise transfer such Subscription Shares.
|
| 2. |
Certain
Share Subscription Agreement Terms |
The
transactions contemplated by this Binding HOA and governed by the Share Subscription Agreement will be conditioned upon the satisfaction
(or waiver) of customary conditions precedent or pre-Settlement actions, including, but not limited to, the following:
|
| |
|
|
|
| |
|
(a) |
Structure |
| |
|
|
|
| |
|
|
The
Parties shall mutually agree on a structure for the transaction which is efficient from a tax and commercial perspective and in compliance
with the applicable tax and legal framework in the relevant jurisdictions prior to execution of the Share Subscription Agreement. |
| |
|
|
|
| |
|
(b) |
Admission
to NASDAQ or NYSE |
| |
|
|
|
| |
|
|
Braiin
receiving conditional approvals or equivalent approvals, to admit the securities of Braiin (including the Subscription Shares) to
trading on NASDAQ or NYSE on terms customary for listing in connection with business combinations. |
| |
|
(c) |
Due
Diligence
|
| |
|
|
|
| |
|
|
Completion of legal, technical
and financial due diligence of Braiin and its affiliates, to the absolute satisfaction of the Investors. |
| |
|
|
|
| |
|
(d) |
Approvals |
| |
|
|
|
| |
|
|
The Parties obtaining all
corporate (in respect of a Party which is a corporate entity), shareholder (in respect of a Party which is a corporate entity) and
regulatory approvals necessary to lawfully complete the Investment. |
| |
|
|
|
| |
|
(e) |
Indian Exchange Control |
| |
|
|
|
| |
|
|
Braiin shall provide the
Investors with all documents and information required by the Reserve Bank of India and/ or the authorised dealer banks of the Investors
to enable: (i) the Investors to complete the Investment including remitting the Investment Amount to Braiin; and (ii) the Investors
to report the Investment with the Reserve Bank of India/ authorised dealer banks. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Investment in the Share Subscription Agreement in a tax-efficient manner
and in compliance with all applicable law. The closing of the Investment is referred to herein as the Closing.
|
| |
|
|
| |
|
Braiin: (i) acknowledges
that Indian regulations may require Braiin to take certain actions to issue and allot the Subscription Shares to the Investors in
the manner and in the proportion set out in the Share Subscription Agreement; and (ii) deliver to the Investors, the share certificates
or a holding statement or such other document required under law to evidence the Investors as the owners of such Subscription Shares.
Braiin agrees to co-operate for compliance of the aforesaid Indian regulations. |
| |
|
|
| |
|
Braiin acknowledges that
certain other actions may be required to be undertaken by Braiin under law for the Investors to acquire the free and marketable title
to the relevant Subcription Shares that will be set out in the Share Subscription Agreement. |
| |
|
|
| |
|
Each Investor shall report
their respective Investment with the Reserve Bank of India/ its authorised dealer banks in the form, manner and within the timelines
set out under applicable law. Braiin shall reasonably cooperate with the Investors to enable the Investors to make such reporting. |
| |
|
|
| 4. |
Exclusivity |
During
the period from the Execution Date until the earlier of: (i) execution of the Share Subscription Agreement; (ii) the later of (a)
the listing of the securities on NASDAQ or NYSE and (b) 30 September 2025 (the End Date) or (iii) termination of this Binding
HOA, Braiin agrees that it will not participate in any negotiations or discussions with, or provide any information to, or accept
or enter into any agreement, arrangement or understanding with, any third parties in respect of a transaction that would materially
reduce the likelihood of success of the transactions contemplated by this Binding HOA and will also cease any existing discussions
or negotiations regarding such transactions. |
| 5. |
Confidentiality |
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during
the negotiations preceding the Execution Date or in the course of furthering the transactions contemplated by this
Binding HOA whether in the course of conducting due diligence or otherwise (Confidential Information), and
is not to disclose it to any person except:
|
| |
|
|
|
| |
|
(a) |
to officers, employees, shareholders, legal advisers,
auditors and other consultants requiring the information for the purposes of this Binding HOA; |
| |
|
|
|
| |
|
(b) |
with the consent of the Party or Parties which own
the Confidential Information; |
| |
|
|
|
| |
|
(c) |
if the information is, at the date of this Binding
HOA, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
| |
|
|
|
| |
|
(d) |
if required by law; |
| |
|
|
|
| |
|
(e) |
requirements for disclosure under the rules of the
U.S. Securities and Exchange Commission or under rules of a stock exchange; |
| |
|
|
|
| |
|
(f) |
if strictly and necessarily required in connection
with legal proceedings relating to this Binding HOA; |
| |
|
|
|
| |
|
(g) |
if the information is generally and publicly available
other than as a result of a breach of confidence; or |
| |
|
|
|
| |
|
(h) |
to a financier or prospective financier (or its advisers)
of a Party. |
| |
|
|
|
| |
|
The Investors must not use any Confidential Information provided to it by or on behalf of Braiin: (i) for any purpose other than the proposed Investment; (ii) to the competitive disadvantage or detriment of Braiin. |
| |
|
|
|
| |
|
A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in this Section. |
| |
|
|
|
| |
|
The obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain in existence for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA. |
| |
|
|
|
| 6. |
Further
Acts |
Each Party will promptly do and perform
all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required
by law or reasonably required by the other Party to give effect to this Binding HOA. |
| 7. |
Governing Law |
This Binding HOA
is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of Western Australia, and the courts competent to determine appeals from such court with respect to any proceedings
which may be brought at any time relating to this Binding HOA. |
| |
|
|
| 8. |
Dispute Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation. The mediation is to be conducted by
a mediator who is independent of the Parties and appointed by agreement between the Parties or, failing agreement, within seven days
of receiving any Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore International Mediation
Centre (SIMC). The rules of SIMC shall apply to the mediation. It is a condition precedent to the right of either party to
commence arbitration or litigation, other than for interlocutory relief, that they have first offered to submit the dispute to mediation.
|
| |
|
|
| |
|
In the event the Parties are unable to settle disputes
under this Binding HOA through mediation, the Parties shall refer such dispute to arbitration. which will be administered by the
Singapore International Arbitration Centre (SIAC). Each Party to such dispute shall appoint one arbitrator and the presiding
arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of such arbitration shall be Singapore and the seat
shall be Bangalore, India. |
| |
|
|
| 9. |
Assignment |
No Party may assign, novate
or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent of the other Party. |
| |
|
|
| 10. |
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Binding HOA.
|
| |
|
|
| |
|
The Parties shall mutually agree upon, and set out
in the Share Subscription Agreement, the Party(ies) responsible for bearing stamp duty in relation to the agreements and instruments
executed in connection with the Investment. |
| |
|
|
| 11. |
Tax |
No Party makes any representation
to the other with regard to the intended tax consequences of the Investment. |
| |
|
|
| 12. |
Remedies |
The rights, power and remedies
provided in respect of the binding provisions of this Binding HOA are cumulative with and not exclusive to the rights, power or remedies
provided by law independently of this Binding HOA. |
| |
|
|
| 13. |
Variation |
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is:
|
| |
|
|
| |
|
(a) made in writing; (b) dated subsequent to the date
of this Binding HOA; and (c) duly executed by all Parties. |
| 14. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
| |
|
|
| |
|
In the case of Braiin:
|
| |
|
|
| |
|
Address: |
283
Rokeby Road Subiaco WA 6008 |
| |
|
|
|
| |
|
Email: |
natraj@braiin.com |
| |
|
|
|
| |
|
Attention: |
Natraj
Balasubramanian |
| |
|
|
|
| |
|
In
the case of the Investors: |
| |
|
|
|
| |
|
Address: |
#
94, 4th Cross, 2nd Block Koramangala Bangalore, 560034 Karnataka India |
| |
|
|
|
| |
|
Email: |
umashankar@visnet.in |
| |
|
|
|
| |
|
Attention: |
Umashankar
Bantwal |
| 15. |
Severability |
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
| |
|
|
| 16. |
Counterparts |
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| 17. |
Interpretation |
In
this Binding HOA:
|
| |
|
|
|
|
| |
|
(a) |
headings
are for convenience only and do not affect its interpretation; |
| |
|
|
|
|
| |
|
(b) |
specifying
anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
| |
|
|
|
| |
|
and
unless the context otherwise requires: |
| |
|
|
|
|
| |
|
(c) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them severally only; |
| |
|
|
|
|
| |
|
(d) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
| |
|
|
|
|
| |
|
(e) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
|
|
|
|
| |
|
(f) |
a
reference to a body, other than a party to this Binding HOA whether statutory or not: |
| |
|
|
|
|
| |
|
|
(i) |
which
ceases to exist; or |
| |
|
|
|
|
| |
|
|
(ii) |
whose
powers or functions are transferred to another body, is a reference to the body which replaces it or substantially succeed its powers
or functions; |
| |
|
|
|
|
| |
|
(g) |
a
reference to any document (including this Binding HOA) is to that document as varied, novated, ratified or replaced from time to
time, in accordance with the terms of such document; |
| |
|
(h) |
a reference to any statute
or to any statutory provision includes any statutory modification or re- enactment of it or any statutory provision substituted for
it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| |
|
|
|
| |
|
(i) |
words importing the singular
include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
|
|
|
| |
|
(j) |
reference to parties, clauses,
sections, schedules, exhibits or annexure are references to parties, clauses, sections, schedules, exhibits and annexure to or of
this Binding HOA and a reference to this Binding HOA includes any schedule, exhibit or annexure to this Binding HOA; |
| |
|
|
|
| |
|
(k) |
where a word or phrase
is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; |
| |
|
|
|
| |
|
(l) |
a reference to time is
to Indian Standard Time as observed in India; |
| |
|
|
|
| |
|
(m) |
if a period of time is
specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
|
| |
|
(n) |
a reference to a day is
to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
|
| |
|
(o) |
if an act prescribed under
this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next
day; |
| |
|
|
|
| |
|
(p) |
a reference to a payment
is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows in the relevant lawful
currency specified; |
| |
|
(q) |
a reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party to: |
| |
|
|
|
|
| |
|
|
(i) |
pay money: |
| |
|
|
|
|
|
| |
|
|
|
(A) |
in the form of an inducement
or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of
advisers, to procure the relevant thing); or
|
| |
|
|
|
|
|
| |
|
|
|
(B) |
in circumstances that are
commercially onerous or unreasonable in the context of this Binding HOA; |
| |
|
|
|
|
|
| |
|
|
(ii) |
provide other valuable consideration to
or for the benefit of any person; or |
| |
|
|
|
|
|
| |
|
|
(iii) |
agree to commercially onerous or unreasonable
conditions. |
18. |
Termination |
This
Binding HOA shall be effective from the
Execution Date and shall be terminated:
|
| |
|
|
| |
|
(i) |
by any Party with a written notice to the other Parties, in case the Share
Subscription Agreement are not executed by the End Date; |
| |
|
|
|
| |
|
(ii) |
automatically,
upon execution of the Share Subscription Agreement; |
| |
|
|
|
| |
|
(iii) |
by mutual agreement of all Parties in
writing; or |
| |
|
|
|
| |
|
(iv) |
the Investors/Braiin communicating, at any time prior to the End Date, to Braiin/Investors,
of their intent not to pursue the Investment. |
| |
|
|
|
| |
|
Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set out
in Clause 5 which will be governed in accordance with the terms of Clause 5) will come to an end and the Parties will be released from
their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA).
|
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
in
accordance with section 127 of the
Corporations
Act 2001 (Cth)
| /s/ Natraj Balasubramanian |
|
| Signature of director |
|
| |
|
| Natraj Balasubramanian
|
|
| Name of director |
|
EXECUTED
by the INVESTORS
| /s/ Suresh Kamath |
|
| Suresh Kamath (on behalf of the Investors) |
|
Annex
A
Investors
/s/ Vijetha
Umashankar
1.
Vijetha Umashankar
/s/ Swetha
K. Acharya
2.
Swetha K. Acharya
/s/ Suresh
Kamath
3.
Suresh Kamath
/s/ T S Prajwal
4.
T S Prajwal
/s/ Girija
N
5. Girija N
/s/ Nagambika
6. Nagambika
Exhibit
2.7
AMENDED
AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the May Heads of Agreement), which was amended and restated by the Heads of Agreement dated September 21, 2024 (the September Heads of Agreement), and further amended on June 27, 2025 (together
with the May Heads of Agreement and the September Heads of Agreement, the Original Heads of Agreement) and the Parties hereby
agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
Braiin
Limited is a pioneering technology company specializing in cutting-edge solutions across diverse domains. This binding heads of agreement
(Binding HOA) sets out the terms upon which the persons set out in Annex A (Investors) will be issued shares in Braiin
Limited or its affiliates (including parent company/ies) (Braiin), by way of subscription to shares of Braiin.
This
Binding HOA dated September 5, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or
understandings between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA
(Parties) and is binding on any of the Parties.
| 1. |
Investment |
Subject
to the terms of a formal share subscription agreement (Share Subscription Agreement), the Investors agree to subscribe to, in
accordance with the terms of a Share Subscription Agreement, and Braiin agrees to issue and allot to the Investors, such number of fully
paid-up ordinary shares in equity capital of Braiin (Subscription Shares) worth USD 44.57 Million (Investment Amount).
The Subscription Shares will be issued based on pricing/formula detailed in the Share Subscription Agreement), free and clear of all
encumbrances, except as required by law (the transaction described in this paragraph, Investment).
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Each
Investor agrees that: (a) 50% of the Subscription Shares held by him/ her shall be subject
to a voluntary lock- up for a term of 12 months from Closing (as defined below) during which
such Investor shall not sell, dispose of, gift or otherwise transfer such Subscription Shares;
and (b) the remaining 50% of the Subscription Shares held by him/ her shall be subject to
a voluntary lock-up for a term of 24 months from Closing during which he/ she shall not sell,
dispose of, gift or otherwise transfer such Subscription Shares.
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| 2. |
Certain
Share Subscription Agreement Terms |
The
transactions contemplated by this Binding HOA and governed by the Share Subscription Agreement will be conditioned upon the satisfaction
(or waiver) of customary conditions precedent or pre-Settlement actions, including, but not limited to, the following:
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(a) |
Structure |
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The
Parties shall mutually agree on a structure for the transaction which is efficient from a tax and commercial perspective and in compliance
with the applicable tax and legal framework in the relevant jurisdictions prior to execution of the Share Subscription Agreement. |
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(b) |
Admission
to NASDAQ or NYSE |
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Braiin
receiving conditional approvals or equivalent approvals, to admit the securities of Braiin (including the Subscription Shares) to
trading on NASDAQ or NYSE on terms customary for listing in connection with business combinations. |
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(c) |
Due
Diligence
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Completion of legal, technical
and financial due diligence of Braiin and its affiliates, to the absolute satisfaction of the Investors. |
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(d) |
Approvals |
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The Parties obtaining all
corporate (in respect of a Party which is a corporate entity), shareholder (in respect of a Party which is a corporate entity) and
regulatory approvals necessary to lawfully complete the Investment. |
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(e) |
Indian Exchange Control |
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Braiin shall provide the
Investors with all documents and information required by the Reserve Bank of India and/ or the authorised dealer banks of the Investors
to enable: (i) the Investors to complete the Investment including remitting the Investment Amount to Braiin; and (ii) the Investors
to report the Investment with the Reserve Bank of India/ authorised dealer banks. |
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(f) |
Effectiveness
of Registration Statement |
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Braiin has received written notification from the United States Securities
and Exchange Commission that its Registration Statement has been approved and is declared effective. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Investment in the Share Subscription Agreement in a tax-efficient manner
and in compliance with all applicable law. The closing of the Investment is referred to herein as the Closing.
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Braiin: (i) acknowledges
that Indian regulations may require Braiin to take certain actions to issue and allot the Subscription Shares to the Investors in
the manner and in the proportion set out in the Share Subscription Agreement; and (ii) deliver to the Investors, the share certificates
or a holding statement or such other document required under law to evidence the Investors as the owners of such Subscription Shares.
Braiin agrees to co-operate for compliance of the aforesaid Indian regulations. |
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Braiin acknowledges that
certain other actions may be required to be undertaken by Braiin under law for the Investors to acquire the free and marketable title
to the relevant Subcription Shares that will be set out in the Share Subscription Agreement. |
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Each Investor shall report
their respective Investment with the Reserve Bank of India/ its authorised dealer banks in the form, manner and within the timelines
set out under applicable law. Braiin shall reasonably cooperate with the Investors to enable the Investors to make such reporting. |
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| 4. |
Exclusivity |
During
the period from the Execution Date until the earlier of: (i) execution of the Share Subscription Agreement; (ii) the later of (a)
the listing of the securities on NASDAQ or NYSE and (b) 30 September 2025 (the End Date) or (iii) termination of this Binding
HOA, Braiin agrees that it will not participate in any negotiations or discussions with, or provide any information to, or accept
or enter into any agreement, arrangement or understanding with, any third parties in respect of a transaction that would materially
reduce the likelihood of success of the transactions contemplated by this Binding HOA and will also cease any existing discussions
or negotiations regarding such transactions. |
| 5. |
Confidentiality |
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during
the negotiations preceding the Execution Date or in the course of furthering the transactions contemplated by this
Binding HOA whether in the course of conducting due diligence or otherwise (Confidential Information), and
is not to disclose it to any person except:
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(a) |
to officers, employees, shareholders, legal advisers,
auditors and other consultants requiring the information for the purposes of this Binding HOA; |
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(b) |
with the consent of the Party or Parties which own
the Confidential Information; |
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(c) |
if the information is, at the date of this Binding
HOA, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
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(d) |
if required by law; |
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(e) |
requirements for disclosure under the rules of the
U.S. Securities and Exchange Commission or under rules of a stock exchange; |
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(f) |
if strictly and necessarily required in connection
with legal proceedings relating to this Binding HOA; |
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(g) |
if the information is generally and publicly available
other than as a result of a breach of confidence; or |
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(h) |
to a financier or prospective financier (or its advisers)
of a Party. |
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The Investors must not use any Confidential Information provided to it by or on behalf of Braiin: (i) for any purpose other than the proposed Investment; (ii) to the competitive disadvantage or detriment of Braiin. |
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A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in this Section. |
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The obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain in existence for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA. |
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| 6. |
Further
Acts |
Each Party will promptly do and perform
all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required
by law or reasonably required by the other Party to give effect to this Binding HOA. |
| 7. |
Governing Law |
This Binding HOA
is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of Western Australia, and the courts competent to determine appeals from such court with respect to any proceedings
which may be brought at any time relating to this Binding HOA. |
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| 8. |
Dispute Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation. The mediation is to be conducted by
a mediator who is independent of the Parties and appointed by agreement between the Parties or, failing agreement, within seven days
of receiving any Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore International Mediation
Centre (SIMC). The rules of SIMC shall apply to the mediation. It is a condition precedent to the right of either party to
commence arbitration or litigation, other than for interlocutory relief, that they have first offered to submit the dispute to mediation.
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In the event the Parties are unable to settle disputes
under this Binding HOA through mediation, the Parties shall refer such dispute to arbitration. which will be administered by the
Singapore International Arbitration Centre (SIAC). Each Party to such dispute shall appoint one arbitrator and the presiding
arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of such arbitration shall be Singapore and the seat
shall be Bangalore, India. |
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| 9. |
Assignment |
No Party may assign, novate
or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent of the other Party. |
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| 10. |
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Binding HOA.
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The Parties shall mutually agree upon, and set out
in the Share Subscription Agreement, the Party(ies) responsible for bearing stamp duty in relation to the agreements and instruments
executed in connection with the Investment. |
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| 11. |
Tax |
No Party makes any representation
to the other with regard to the intended tax consequences of the Investment. |
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| 12. |
Remedies |
The rights, power and remedies
provided in respect of the binding provisions of this Binding HOA are cumulative with and not exclusive to the rights, power or remedies
provided by law independently of this Binding HOA. |
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| 13. |
Variation |
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is:
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(a) made in writing; (b) dated subsequent to the date
of this Binding HOA; and (c) duly executed by all Parties. |
| 14. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
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In the case of Braiin:
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Address: |
283
Rokeby Road Subiaco WA 6008 |
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Email: |
natraj@braiin.com |
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Attention: |
Natraj
Balasubramanian |
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In
the case of the Investors: |
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Address: |
#
94, 4th Cross, 2nd Block Koramangala Bangalore, 560034 Karnataka India |
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Email: |
umashankar@visnet.in |
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Attention: |
Umashankar
Bantwal |
| 15. |
Severability |
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
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| 16. |
Counterparts |
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| 17. |
Interpretation |
In
this Binding HOA:
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(a) |
headings
are for convenience only and do not affect its interpretation; |
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(b) |
specifying
anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
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and
unless the context otherwise requires: |
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(c) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them severally only; |
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(d) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
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(e) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
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(f) |
a
reference to a body, other than a party to this Binding HOA whether statutory or not: |
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(i) |
which
ceases to exist; or |
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(ii) |
whose
powers or functions are transferred to another body, is a reference to the body which replaces it or substantially succeed its powers
or functions; |
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(g) |
a
reference to any document (including this Binding HOA) is to that document as varied, novated, ratified or replaced from time to
time, in accordance with the terms of such document; |
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(h) |
a reference to any statute
or to any statutory provision includes any statutory modification or re- enactment of it or any statutory provision substituted for
it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; |
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(i) |
words importing the singular
include the plural (and vice versa) and words indicating a gender include every other gender; |
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(j) |
reference to parties, clauses,
sections, schedules, exhibits or annexure are references to parties, clauses, sections, schedules, exhibits and annexure to or of
this Binding HOA and a reference to this Binding HOA includes any schedule, exhibit or annexure to this Binding HOA; |
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(k) |
where a word or phrase
is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; |
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(l) |
a reference to time is
to Indian Standard Time as observed in India; |
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(m) |
if a period of time is
specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
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(n) |
a reference to a day is
to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
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(o) |
if an act prescribed under
this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next
day; |
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(p) |
a reference to a payment
is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows in the relevant lawful
currency specified; |
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(q) |
a reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party to: |
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(i) |
pay money: |
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(A) |
in the form of an inducement
or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of
advisers, to procure the relevant thing); or
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(B) |
in circumstances that are
commercially onerous or unreasonable in the context of this Binding HOA; |
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(ii) |
provide other valuable consideration to
or for the benefit of any person; or |
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(iii) |
agree to commercially onerous or unreasonable
conditions. |
18. |
Termination |
This
Binding HOA shall be effective from the
Execution Date and shall be terminated:
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(i) |
by any Party with a written notice to the other Parties, in case the Share
Subscription Agreement are not executed by the End Date; |
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(ii) |
automatically,
upon execution of the Share Subscription Agreement; |
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(iii) |
by mutual agreement of all Parties in
writing; or |
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(iv) |
the Investors/Braiin communicating, at any time prior to the End Date, to Braiin/Investors,
of their intent not to pursue the Investment. |
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Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set out
in Clause 5 which will be governed in accordance with the terms of Clause 5) will come to an end and the Parties will be released from
their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA).
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If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
in
accordance with section 127 of the
Corporations
Act 2001 (Cth)
| /s/ Natraj Balasubramanian |
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| Signature of director |
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| Natraj Balasubramanian
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| Name of director |
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EXECUTED
by the INVESTORS
| /s/ Suresh Kamath |
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| Suresh Kamath (on behalf of the Investors) |
|
Annex
A
Investors
1.
Vijetha Umashankar
2.
Swetha K. Acharya
3.
Suresh Kamath
4.
T S Prajwal
5.
Girija N
6.
Nagambika
Exhibit
2.8
THIRD AMENDED AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement,
(the May Heads of Agreement), as amended by the amended and restated Heads of Agreement, dated September 21, 2024 (the September Heads
of Agreement), and as amended by the second amended and restated heads of agreement dated June 27, 2025 (together with the May Heads of
Agreement, and the September Heads of Agreement, the Original Heads of Agreement”) and the Parties hereby agree that the Original
Heads of Agreement should be amended and restated in its entirety, as set forth below.
VIS
NETWORKS PVT LTD (VIS Networks) and its direct and indirect subsidiaries listed in Annex A hereto (Subsidiaries) (collectively,
VIS) are the legal and beneficial owners of various intellectual and technological property rights, relating to, among other things,
technology services.
This
binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of
the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
This
Binding HOA, dated September 05, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties, including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties),
and is binding on the parties.
| Acquisition
Terms |
Subject
to the terms and conditions to be set out in a formal share sale agreement (Share Sale Agreement) (to be prepared by Braiin’s
advisors), which shall: (i) be on terms acceptable to the Parties (acting reasonably), including customary warranties to be provided
by the Shareholders and with appropriate limitations on liability for the Shareholders and VIS; and (ii) be consistent with the terms
set out in this Binding HOA, except to the extent otherwise agreed by the Parties, Braiin will purchase and the Shareholders will
sell, all of the fully paid equity shares in the capital of VIS Networks (collectively, VIS Shares), free from encumbrances,
as per a mutually agreeable structure to be set forth in the Share Sale Agreement. The terms of such purchase and sale are set forth
below: |
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(a) |
Braiin
will purchase, and the Shareholders will sell, such portion of the VIS Shares that constitute 79.7% of the issued and paid up share
capital of VIS Networks as of the Execution Date, for a purchase consideration, payable in cash, of USD 12 Million (the purchase
and sale of the portion of VIS Shares described under this Section 1(a), First Settlement) on such date as specified in the
Share Sale Agreement (First Settlement Date). |
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(b) |
On
the date that is 12 months after the First Settlement Date (Second Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of VIS Shares that constitute 12.2% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration, payable in cash, of USD 7.2 Million (the purchase and sale of the portion of VIS Shares described
under this Section 1(b), Second Settlement). |
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(c) |
On
the date that is 24 months after the First Settlement Date (Third Settlement Date),
Braiin will purchase, and the Shareholders will sell, such portion of the VIS Shares that
constitute 8.1% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration of USD 4.8 Million (the purchase and sale of the portion
of VIS Shares described under this Section 1(c), Third Settlement).
((a),
(b) and (c) above, collectively constitute, Acquisition). |
| Certain
Share Sale Agreement Terms | The
transactions contemplated by this Binding HOA and governed by the Share Sale Agreement will be conditioned
upon the satisfaction (or waiver) of customary conditions precedent or pre-Settlement actions, including,
but not limited to, the following: |
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(a) |
Formal
Shareholders’ Agreement |
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Subject
to Section 2(b) below, the shareholders of VIS Networks as on the First Settlement Date, and VIS Networks, entering into and being
bound by a formal shareholders’ agreement (to be prepared by VIS Networks’ advisors) (Shareholders’ Agreement),
which shall be on terms acceptable to all parties to such Shareholders’ Agreement (acting reasonably) including appropriate
minority protections rights, governance rights and restriction on transferability of shares of all shareholders of VIS Networks as
of the First Settlement Date. |
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(b) |
Structure |
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The
Parties shall mutually agree on a structure for the transaction which is in compliance with the applicable tax and legal framework
in the relevant jurisdictions prior to execution of the Share Sale Agreement and Shareholders’ Agreement. |
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(c) |
Audit |
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VIS
to provide VIS’ AICPA standard financial audit reports for the most recent two fiscal years to the absolute satisfaction of
Braiin. Subject to a maximum cap of USD 25,000, VIS Networks shall bear the costs and expenses of the AICPA standard financial audit
referred to in this Section 2(c). |
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(d) |
Admission
to NASDAQ or NYSE |
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Braiin
Holdings or its nominee receiving conditional approvals or equivalent approvals, to admit the securities of Braiin or its nominee
to trading on NASDAQ or NYSE on terms customary for listing in connection with business combinations. |
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(e) |
Due
Diligence |
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Completion
of financial, legal and technical due diligence by Braiin on VIS to the absolute satisfaction of Braiin. |
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(f) |
Employment
Agreements |
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Certain
key employees of VIS Networks (to be determined in the Share Sale Agreement) having executed
employment agreements with VIS Networks on reasonably customary terms, which terms shall
be no less favourable than the existing terms of employment of such key employees. For avoidance
of doubt, it is hereby agreed and clarified that the employment agreements referenced in
this Section 2(f) shall, subject to First Settlement, be effective from the First Settlement
Date.
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(g) |
Approvals |
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The
Parties obtaining all corporate, shareholder and regulatory approvals necessary to lawfully complete the Acquisition. |
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(h) |
Indian
Exchange Control |
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Upon
the reasonable request by the Shareholders, Braiin providing VIS Networks and the Shareholders with all documents and information
required by the Reserve Bank of India and/ or the authorised dealer banks of the Shareholders to enable: (i) the Shareholders to
complete the Acquisition including receipt of the consideration for the Acquisition in their bank accounts; and (ii) the Shareholders
and VIS Networks to report the Acquisition with the Reserve Bank of India/ authorised dealer banks. |
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(i) |
Effectiveness of Registration Statement |
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Braiin has received written notification from the United States Securities and Exchange Commission that its Registration
Statement has been approved and is declared effective. |
| 3. |
Settlement |
The
Parties agree to cooperate in good faith to structure the Acquisition in the Share Sale Agreement
in a manner which is compliant with all applicable laws.
Braiin
acknowledges that Indian regulations may require Braiin to execute certain securities transfer forms and/ or open and operationalise
an active demat account in India capable of receiving the VIS Shares as a condition precedent to such transfer of VIS Shares, and
Braiin will cooperate with such Indian regulations.
Each
Shareholder in respect of the VIS Shares transferred by him/ her to Braiin (or its nominee) in accordance with the terms of the Share
Sale Agreement and the Shareholders’ Agreement, shall file Form FC-TRS with the Reserve Bank of India/ its authorised dealer
banks within the timelines set out under applicable law. Braiin and VIS Networks agree to reasonably cooperate with the Shareholders
to enable the Shareholders to make such filing.
The
Parties acknowledge that the Share Sale Agreement will also capture the appropriate actions required: (i) for payment of consideration
as set out in Section 1 above; and (ii) under law to complete the transfer of the relevant VIS Shares on the First Settlement Date,
Second Settlement Date and the Third Settlement Date for the consideration set out in Section 1 and register Braiin (or its nominee)
as the registered and beneficial owner of the relevant VIS Shares acquired by Braiin (or its nominee) on the First Settlement Date,
Second Settlement Date and Third Settlement Date (as applicable) or as the beneficial owner in the event shares are in demat form,
in each case in accordance with and subject to the terms of the Share Sale Agreement and Shareholders’ Agreement. |
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| 4. |
Future
Funding |
The
Share Sale Agreement or the Shareholders’ Agreement will contain terms regarding Braiin’s infusion of funds into VIS
Networks after the First Settlement Date for the purposes of growth capital. The terms and conditions of such infusion by Braiin
(including amounts required towards such infusion) shall be mutually agreed between the Parties and set out in the Shareholders’
Agreement. |
| 5. |
Standstill |
The
Share Sale Agreement will contain customary standstill obligations/ covenants on VIS to maintain status quo, on and from the date
of execution of the Share Sale Agreement till the First Settlement Date, such as: |
| |
(a) |
incur
any material liability other than in the ordinary course of business; |
| |
|
|
| |
(b) |
dispose
of the whole, or a substantial part, of its business or assets; |
| |
|
|
| |
(c) |
vary
or reduce its capital structure; |
| |
|
|
| |
(d) |
issue,
or agree to issue, any equity or debt securities, or grant or agree to grant any rights over existing issued capital, or rights to
be issued securities; |
| |
|
|
| |
(e) |
alter
or agree to alter its constitution or constituent documents; |
| |
|
|
| |
(f) |
declare
any dividends or distribute any assets; |
| |
|
|
| |
(g) |
cause
to occur, by act or omission, an event or series of events, whether related or not, which may have a material adverse effect on the
business, assets or financial condition of VIS or on the transactions contemplated by this Binding HOA; and |
| |
|
|
| |
(h) |
create
or permit the creation of any encumbrance over the assets of VIS, other than in the ordinary course of business. |
| |
|
|
| |
Notwithstanding
anything contained herein, the standstill obligations in Section 5(c) above shall not apply to any actions undertaken by VIS and/
or the Shareholders for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA. |
| 6. | Exclusivity | During
the period from the Execution Date until the earlier of (i) execution of the Share Sale Agreement; (ii) the later of (a) the
listing of the securities on NASDAQ or NYSE and (b) 30 September, 2025 (the End Date); (iii)termination of this Binding HOA;
or (iv) Braiin communicating, any time prior to the End Date, to VIS or any of the Shareholders of its intent not to pursue the
Acquisition, each of VIS Networks and the Shareholders agree that: |
| |
(a) |
they
will not participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement,
arrangement or understanding with, any third parties in respect of a transaction that may materially reduce the likelihood of success
of the transactions contemplated by this Binding HOA and will also cease any existing discussions or negotiations regarding such
transactions; |
| |
|
|
| |
(b) |
they
will not engage with any other third party other than advisors, accountants or lawyers in connection with the sale of all or any
VIS Shares, or any of VIS’ business, assets or undertaking other than in the ordinary course of business or other than in a
manner as may be disclosed by the Shareholders/ VIS to Braiin in writing; and |
| |
|
|
| |
(c) |
they
will not provide any third party with any information regarding VIS or its business, assets
or undertakings in connection with (a) and/ or (b) above, other than in the ordinary course
of its ordinary business.
|
| | Notwithstanding
anything contained herein, the exclusivity obligations in Section 6 shall not apply to any
actions undertaken by VIS and/ or the Shareholders for the purposes of execution and consummation
of transactions specified in Annexure C of this Binding HOA. |
| 7. |
Confidentiality |
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during the negotiations
preceding the Execution Date or in the course of furthering the transactions contemplated by this Binding HOA whether in the course
of conducting due diligence or otherwise (Confidential Information), and is not to disclose it to any person except: |
| |
(a) |
to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this
Binding HOA; |
| |
|
|
| |
(b) |
with
the consent of the Party or Parties which own the Confidential Information; |
| |
|
|
| |
|
|
| |
(c) |
if
the information is, at the date of this Binding HOA, lawfully in the possession of the recipient of the information through sources
other than any of the other Parties; |
| |
|
|
| |
(d) |
if
required by law, |
| |
|
|
| |
(e) |
requirements
for disclosure under the rules of the U.S. Securities and Exchange Commission or under rules of a stock exchange; |
| |
|
|
| |
(f) |
if
strictly and necessarily required in connection with legal proceedings relating to this Binding HOA; |
| |
|
|
| |
(g) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
| |
(h) |
to
a financier or prospective financier (or its advisers) of a Party. |
| Braiin
must not use any Confidential Information provided to it by or on behalf of VIS (i) for any
purpose other than the proposed Acquisition; (ii) to the competitive disadvantage or detriment
of VIS. VIS Networks must not use any Confidential Information provided to it by or on behalf
of Braiin (i) for any purpose other than the proposed Acquisition; (ii) to the competitive
disadvantage or detriment of Braiin. |
| | |
| A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that
persons receiving the Confidential Information from it do not disclose the Confidential Information
except in the circumstances permitted in this Section. |
| | |
| The
obligations under this Section contain obligations separate and independent from the other
obligations of the Parties and remain in existence for a period of two years from the date
of this Binding HOA, regardless of any termination of this Binding HOA. |
| 8. |
Further
Acts |
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Binding HOA. |
| |
|
|
| 9. |
Governing
Law |
This
Binding HOA is governed by and construed in accordance with the laws of India. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of India, and the courts competent to determine appeals from such court with respect to any proceedings which may be
brought at any time relating to this Binding HOA. |
| |
|
|
| 10. |
Dispute
Resolution |
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation.
The mediation is to be conducted by a mediator who is independent of the Parties and appointed
by agreement between the Parties or, failing agreement, within seven days of receiving any
Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation.
It is a condition precedent to the right of either party to commence arbitration or litigation,
other than for interlocutory relief, that they have first offered to submit the dispute to
mediation.
In
the event the Parties are unable to settle disputes under this Binding HOA through mediation, the Parties shall refer such dispute
to arbitration. which will be administered by the Singapore International Arbitration Centre (SIAC). Each Party to such dispute
shall appoint one arbitrator and the presiding arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of
such arbitration shall be Singapore and the seat shall be Bangalore, India. |
| |
|
|
| 11. |
Assignment |
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent
of the other Party. |
| |
|
|
| 12. |
Costs |
Braiin
shall bear its own, and VIS Networks shall bear for itself and the Shareholders, legal costs
of and incidental to the preparation, negotiation and execution of this Binding HOA.
The
Parties shall mutually agree upon, and set out in the Share Sale Agreement or the Shareholders’ Agreement (as applicable),
the Party(ies) responsible for bearing stamp duty in relation to the agreements or instruments executed in connection with the Acquisition. |
| |
|
|
| 13. |
Tax |
No
Party makes any representation to the other with regard to the intended tax consequences of the Acquisition. |
| 14. |
Remedies |
The
rights, power and remedies in respect of the provisions of this Binding HOA are cumulative with and not exclusive to the rights,
power or remedies provided by law independently of this Binding HOA. |
| |
|
|
| 15. |
Variation |
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is: (a) made in writing;
(b) dated subsequent to the date of this Binding HOA; and (c) duly executed by all Parties. |
| |
|
|
| 16. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered
personally or sent by properly addressed prepaid mail in each case addressed to the Party
at its address set out in below:
In
the case of Braiin:
|
| |
Address: |
283
Rokeby Road Subiaco WA 6008 |
| |
Email: |
natraj@braiin.com |
| |
Attention: |
Natraj
Balasubramanian In the case of VIS and the Shareholders: |
| |
Address: |
#
94, 4th Cross, |
| |
|
2nd
Block Koramangala Bangalore, 560034 Karnataka India |
| |
Email: |
umashankar@visnet.in |
| |
Attention: |
Umashankar
Bantwal |
| 17. |
Severability |
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
| |
|
|
| 18. |
Counterparts |
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| |
(m) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
| |
(n) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
| |
(o) |
if
an act prescribed under this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken
to be done on the next day; |
| |
|
|
| |
(p) |
a
reference to a payment is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows
in the relevant lawful currency specified; |
| |
|
|
| |
(q) |
a
reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
| |
(A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
| |
(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Binding HOA; |
| |
(ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
|
| |
(iii) |
agree
to commercially onerous or unreasonable conditions. |
| |
19.2
|
As
used herein, the term “nominee” includes an affiliate of Braiin who may be potential acquirer of Braiin and/or the VIS
Shares. For avoidance of doubt, the nominee shall, at all times, be bound by, and subject to, the same obligations and restrictions
in this HOT as applicable to Braiin. Further, the nominee shall not be entitled to any rights superior or incremental to what Braiin
is entitled to. |
| 20. |
Termination |
This
Binding HOA shall be effective from the Execution Date and shall be terminated: |
| |
(i) |
by
any Party with a written notice to the other Party, in case the Share Sale Agreement and the Shareholders’ Agreement are not
executed by the End Date; |
| |
|
|
| |
(ii) |
automatically,
upon execution of the Share Sale Agreement and Shareholders’ Agreement; |
| |
|
|
| |
(iii) |
by
mutual agreement of all Parties in writing; or |
| |
|
|
| |
(iv) |
Braiin/
VIS Networks communicating, any time prior to the End Date, to VIS/Braiin or any of the Shareholders of its intent not to pursue
the Acquisition. |
| | Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than
terms in respect of Confidentiality set out in Clause 7 which will be governed in accordance
with the terms of Clause 7) will come to an end and the Parties will be released from their
obligations under this Agreement (other than in respect of any prior breaches of binding
provisions of this Binding HOA). |
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
EXECUTED
by BRAIIN LIMITED
in
accordance with section 127 of the
Corporations
Act 200 I (Cth)
| /s/
Natraj Balasubramanian |
|
| |
|
| Natraj
Balasubramanian |
|
| Name
of director |
|
EXECUTED
for and on behalf of
VIS
NETWORKS PVT LTD
| /s/
Suresh Kamath |
|
|
|
| |
|
| Name
and Designation |
|
| Suresh
Kamath (Director) |
|
This
signature page forms an integral part of the heads of agreement executed by and between: (i) Braiin Limited, (ii) Vis Networks Private
Limited, (iii) Vijetha Umashankar, (iv) Swetha K. Acharya, (v) Suresh Kamath, (vi) T S Prajwal, (vii) Girija N and (viii) Nagambika.
EXECUTED
by Girija N as part of the SHAREHOLDERS
EXECUTED
by Nagambika as part of the SHAREHOLDERS
EXECUTED
by T S Prajwal as part of the
| /s/
T S Prajwal |
|
| T
S Prajwal |
|
EXECUTED
by Suresh Kamath as part of the SHAREHOLDERS
| /s/
Suresh Kamath |
|
| Suresh
Kamath |
|
EXECUTED
by Swetha K. Acharya as part
| /s/
Swetha K. Acharya |
|
| Swetha
K. Acharya |
|
EXECUTED
by Vijetha Umashankar as part of the SHAREHOLDERS
| /s/
Vijetha Umashankar |
|
| Vijetha
Umashankar |
|
Annex
A
Subsidiaries
| ENTITY |
|
COUNTRY
OF ORIGIN |
|
%
OF SHAREHOLDING OF VIS NETWORKS |
| VIS
GLOBAL PTE LTD |
|
SINGAPORE |
|
99.98% |
| VIS
NET TECHNOLGIES PLC |
|
PHILIPPINES |
|
100% |
VIS
GLOBAL DIGITAL SOLUTIONS |
|
OMAN |
|
54% |
| VIS
GLOBAL INC |
|
USA |
|
95% |
| VIS
NETWORKS UK LTD |
|
UK |
|
95% |
| VIS
GLOBAL SDN BHD |
|
MALASIA |
|
100% |
| VIS
GLOBAL PTY LTD |
|
AUSTRALIA |
|
45% |
VIS
NET TECHONOLOGY LLC |
|
UAE |
|
60% |
MERYKH
TECHNOGIES PVT. LTD |
|
INDIA |
|
25% |
| Artiligent
Solutions Private Limited |
|
INDIA |
|
30% |
For
the avoidance of doubt, it is hereby clarified, that Smarterhi Communications Private Limited will not be considered as Subsidiary
for the purposes of the Acquisition.
Annex
B
VIS
Shareholders
| Name
of Shareholder | |
No.
of equity shares of face value INR 10 each | | |
%
holding | |
| l.
Vijetha Umashankar | |
| 9,73,380 | | |
| 24.06 | % |
| 2.
Swetha K. Acharya | |
| 8,73,340 | | |
| 21.59 | % |
| 3.
Suresh Karnath | |
| 4,33,340 | | |
| 10.71 | % |
| 4.
T S Prajwal | |
| 3,13,300 | | |
| 7.75 | % |
| 5.
Girija N | |
| 8,73,340 | | |
| 21.59 | % |
| 6.
Nagambika | |
| 5,33,380 | | |
| 13.19 | % |
| Holders
of shares pursuant to exercise of ESOPs | |
| 45,000 | | |
| 1.11 | % |
| Total | |
| 40,45,080 | | |
| 100 | % |
Annex
C
Proposed
Share Transfers
| 1. |
Transfer
of shares amounting to 12% of the share capital of VIS Networks (UK) Limited held by VIS Networks to any one of its associate companies/
affiliates (Share Transfer 1). For avoidance of doubt, pursuant to Share Transfer 1, VIS Networks shall continue to hold shares
equivalent to 83% of the share capital of VIS Networks (UK) Limited. |
| |
|
| 2. |
Transfer
of shares/ ownership interest amounting to: (i) 12% of the share capital/ ownership interest of VIS Global Inc. held by VIS Networks
to any one of its associate companies/ affiliates (Share Transfer 2); and (ii) 20% of the share capital/ ownership interest
of VIS Global Inc. held by VIS Networks to a specified individual (Share Transfer 3). For avoidance of doubt, pursuant to
Share Transfer 2 and Share Transfer 3, VIS Networks shall continue to hold shares/ ownership interest equivalent to 63% of the share
capital/ ownership interest of VIS Global Inc. |
Exhibit
2.9
SECOND
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the May Heads of Agreement), as amended by the amended
and restated Heads of Agreement, dated September 21, 2024 and June 27, 2025, (together with the May Heads of Agreement, the Original
Heads of Agreement”) and the Parties hereby agree that the Original Heads of Agreement should be amended and restated in its entirety,
as set forth below.
VIS
NETWORKS PVT LTD (VIS Networks) and its direct and indirect subsidiaries listed in Annex A hereto (Subsidiaries) (collectively,
VIS) are the legal and beneficial owners of various intellectual and technological property rights, relating to, among other things,
technology services.
This
binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of
the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
This
Binding HOA, dated December 4, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties, including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties),
and is binding on the parties.
| Acquisition
Terms |
|
Subject
to the terms and conditions to be set out in a formal share sale agreement (Share Sale Agreement) (to be prepared by Braiin’s
advisors), which shall: (i) be on terms acceptable to the Parties (acting reasonably), including customary warranties to be provided
by the Shareholders and with appropriate limitations on liability for the Shareholders and VIS; and (ii) be consistent with the terms
set out in this Binding HOA, except to the extent otherwise agreed by the Parties, Braiin will purchase and the Shareholders will
sell, all of the fully paid equity shares in the capital of VIS Networks (collectively, VIS Shares), free from encumbrances,
as per a mutually agreeable structure to be set forth in the Share Sale Agreement. The terms of such purchase and sale are set forth
below: |
| (a) |
Braiin
will purchase, and the Shareholders will sell, such portion of the VIS Shares that constitute 79.7% of the issued and paid up share
capital of VIS Networks as of the Execution Date, for a purchase consideration, payable in cash, of USD 12 Million (the purchase
and sale of the portion of VIS Shares described under this Section 1(a), First Settlement) on such date as specified in the
Share Sale Agreement (First Settlement Date). |
| |
|
| (b) |
On
the date that is 12 months after the First Settlement Date (Second Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of VIS Shares that constitute 12.2% of the issued and paid-up share capital of VIS Networks as of the Execution
Date, for a purchase consideration, payable in cash, of USD 7.2 Million (the purchase and sale of the portion of VIS Shares described
under this Section 1(b), Second Settlement). |
| |
|
| (c) |
On
the date that is 24 months after the First Settlement Date (Third Settlement Date), Braiin will purchase, and the Shareholders
will sell, such portion of the VIS Shares that constitute 8.1% of the issued and paid-up share capital of VIS Networks as of the
Execution Date, for a purchase consideration of USD 4.8 Million (the purchase and sale of the portion of VIS Shares described under
this Section 1(c), Third Settlement). |
| |
|
| |
((a),
(b) and (c) above, collectively constitute, Acquisition). |
| Certain
Share Sale Agreement Terms |
|
The
transactions contemplated by this Binding HOA and governed by the Share Sale Agreement will be conditioned upon the satisfaction
(or waiver) of customary conditions precedent or pre- Settlement actions, including, but not limited to, the following: |
| (a) |
Formal
Shareholders’ Agreement |
Subject
to Section 2(b) below, the shareholders of VIS Networks as on the First Settlement Date, and VIS Networks, entering into and being bound
by a formal shareholders’ agreement (to be prepared by VIS Networks’ advisors) (Shareholders’ Agreement), which
shall be on terms acceptable to all parties to such Shareholders’ Agreement (acting reasonably) including appropriate minority
protections rights, governance rights and restriction on transferability of shares of all shareholders of VIS Networks as of the First
Settlement Date.
The
Parties shall mutually agree on a structure for the transaction which is in compliance with the applicable tax and legal framework in
the relevant jurisdictions prior to execution of the Share Sale Agreement and Shareholders’ Agreement.
VIS
to provide VIS’ AICPA standard financial audit reports for the most recent two fiscal years to the absolute satisfaction of Braiin.
Subject to a maximum cap of USD 25,000, VIS Networks shall bear the costs and expenses of the AICPA standard financial audit referred
to in this Section 2(c).
Completion
of financial, legal and technical due diligence by Braiin on VIS to the absolute satisfaction of Braiin.
| (e) |
Employment
Agreements |
Certain
key employees of VIS Networks (to be determined in the Share Sale Agreement) having executed employment agreements with VIS Networks
on reasonably customary terms, which terms shall be no less favourable than the existing terms of employment of such key employees. For
avoidance of doubt, it is hereby agreed and clarified that the employment agreements referenced in this Section 2(f) shall, subject to
First Settlement, be effective from the First Settlement Date.
The
Parties obtaining all corporate, shareholder and regulatory approvals necessary to lawfully complete the Acquisition.
| (h) |
Indian
Exchange Control |
Upon
the reasonable request by the Shareholders, Braiin providing VIS Networks and the Shareholders with all documents and information required
by the Reserve Bank of India and/ or the authorised dealer banks of the Shareholders to enable: (i) the Shareholders to complete the
Acquisition including receipt of the consideration for the Acquisition in their bank accounts; and (ii) the Shareholders and VIS Networks
to report the Acquisition with the Reserve Bank of India/ authorised dealer banks.
| 3.
Settlement |
|
The
Parties agree to cooperate in good faith to structure the Acquisition in the Share Sale Agreement
in a manner which is compliant with all applicable laws.
Braiin
acknowledges that Indian regulations may require Braiin to execute certain securities transfer forms and/ or open and operationalise
an active demat account in India capable of receiving the VIS Shares as a condition precedent to such transfer of VIS Shares, and
Braiin will cooperate with such Indian regulations.
Each
Shareholder in respect of the VIS Shares transferred by him/ her to Braiin (or its nominee) in accordance with the terms of the Share
Sale Agreement and the Shareholders’ Agreement, shall file Form FC-TRS with the Reserve Bank of India/ its authorised dealer
banks within the timelines set out under applicable law. Braiin and VIS Networks agree to reasonably cooperate with the Shareholders
to enable the Shareholders to make such filing.
The
Parties acknowledge that the Share Sale Agreement will also capture the appropriate actions required: (i) for payment of consideration
as set out in Section 1 above; and (ii) under law to complete the transfer of the relevant VIS Shares on the First Settlement Date,
Second Settlement Date and the Third Settlement Date for the consideration set out in Section 1 and register Braiin (or its nominee)
as the registered and beneficial owner of the relevant VIS Shares acquired by Braiin (or its nominee) on the First Settlement Date,
Second Settlement Date and Third Settlement Date (as applicable) or as the beneficial owner in the event shares are in demat form,
in each case in accordance with and subject to the terms of the Share Sale Agreement and Shareholders’ Agreement. |
| |
|
|
| 4.
Future Funding |
|
The
Share Sale Agreement or the Shareholders’ Agreement will contain terms regarding Braiin’s infusion of funds into VIS
Networks after the First Settlement Date for the purposes of growth capital. The terms and conditions of such infusion by Braiin
(including amounts required towards such infusion) shall be mutually agreed between the Parties and set out in the Shareholders’
Agreement. |
| 5.
Standstill |
|
The
Share Sale Agreement will contain customary standstill obligations/ covenants on VIS to maintain status quo, on and from the date
of execution of the Share Sale Agreement till the First Settlement Date, such as: |
| (a) |
incur
any material liability other than in the ordinary course of business; |
| |
|
| (b) |
dispose
of the whole, or a substantial part, of its business or assets; |
| |
|
| (c) |
vary
or reduce its capital structure; |
| |
|
| (d) |
issue,
or agree to issue, any equity or debt securities, or grant or agree to grant any rights over existing issued capital, or rights to
be issued securities; |
| |
|
| (e) |
alter
or agree to alter its constitution or constituent documents; |
| |
|
| (f) |
declare
any dividends or distribute any assets; |
| |
|
| (g) |
cause
to occur, by act or omission, an event or series of events, whether related or not, which may have a material adverse effect on the
business, assets or financial condition of VIS or on the transactions contemplated by this Binding HOA; and |
| |
|
| (h) |
create
or permit the creation of any encumbrance over the assets of VIS, other than in the ordinary course of business. |
Notwithstanding
anything contained herein, the standstill obligations in Section 5(c) above shall not apply to any actions undertaken by VIS and/ or
the Shareholders for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA.
| 6.
Exclusivity |
|
During
the period from the Execution Date until the earlier of (i) execution of the Share Sale Agreement; (ii) the later of (a) the listing
of the securities on NASDAQ and (b) 31 January, 2026 (the End Date); (iii)termination of this Binding HOA; or (iv) Braiin
communicating, any time prior to the End Date, to VIS or any of the Shareholders of its intent not to pursue the Acquisition, each
of VIS Networks and the Shareholders agree that: |
| (a) |
they
will not participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement,
arrangement or understanding with, any third parties in respect of a transaction that may materially reduce the likelihood of success
of the transactions contemplated by this Binding HOA and will also cease any existing discussions or negotiations regarding such
transactions; |
| |
|
| (b) |
they
will not engage with any other third party other than advisors, accountants or lawyers in connection with the sale of all or any
VIS Shares, or any of VIS’ business, assets or undertaking other than in the ordinary course of business or other than in a
manner as may be disclosed by the Shareholders/ VIS to Braiin in writing; and |
| |
|
| (c) |
they
will not provide any third party with any information regarding VIS or its business, assets or undertakings in connection with (a)
and/ or (b) above, other than in the ordinary course of its ordinary business. |
Notwithstanding
anything contained herein, the exclusivity obligations in Section 6 shall not apply to any actions undertaken by VIS and/ or the Shareholders
for the purposes of execution and consummation of transactions specified in Annexure C of this Binding HOA.
| 7.
Confidentiality |
|
Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained from another during the negotiations
preceding the Execution Date or in the course of furthering the transactions contemplated by this Binding HOA whether in the course
of conducting due diligence or otherwise (Confidential Information), and is not to disclose it to any person except: |
| (a) |
to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this
Binding HOA; |
| |
|
| (b) |
with
the consent of the Party or Parties which own the Confidential Information; |
| |
|
| (c) |
if
the information is, at the date of this Binding HOA, lawfully in the possession of the recipient of the information through sources
other than any of the other Parties; |
| |
|
| (d) |
if
required by law, |
| |
|
| (e) |
requirements
for disclosure under the rules of the U.S. Securities and Exchange Commission or under rules of a stock exchange; |
| |
|
| (f) |
if
strictly and necessarily required in connection with legal proceedings relating to this Binding HOA; |
| |
|
| (g) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
| (h) |
to
a financier or prospective financier (or its advisers) of a Party. |
Braiin
must not use any Confidential Information provided to it by or on behalf of VIS (i) for any purpose other than the proposed Acquisition;
(ii) to the competitive disadvantage or detriment of VIS. VIS Networks must not use any Confidential Information provided to it by or
on behalf of Braiin (i) for any purpose other than the proposed Acquisition; (ii) to the competitive disadvantage or detriment of Braiin.
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information
from it do not disclose the Confidential Information except in the circumstances permitted in this Section.
The
obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain in existence
for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA.
| 8.
Further Acts |
|
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Binding HOA. |
| |
|
|
| 9.
Governing Law |
|
This
Binding HOA is governed by and construed in accordance with the laws of India. Each Party irrevocably submits to the exclusive jurisdiction
of the courts of India, and the courts competent to determine appeals from such court with respect to any proceedings which may be
brought at any time relating to this Binding HOA. |
| |
|
|
| 10.
Dispute Resolution |
|
The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation.
The mediation is to be conducted by a mediator who is independent of the Parties and appointed
by agreement between the Parties or, failing agreement, within seven days of receiving any
Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation.
It is a condition precedent to the right of either party to commence arbitration or litigation,
other than for interlocutory relief, that they have first offered to submit the dispute to
mediation.
In
the event the Parties are unable to settle disputes under this Binding HOA through mediation, the Parties shall refer such dispute
to arbitration. which will be administered by the Singapore International Arbitration Centre (SIAC). Each Party to such dispute
shall appoint one arbitrator and the presiding arbitrator(s) shall be appointed in accordance with the rules of SIAC. The venue of
such arbitration shall be Singapore and the seat shall be Bangalore, India. |
| |
|
|
| 11.
Assignment |
|
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Binding HOA without the written consent
of the other Party. |
| |
|
|
| 12.
Costs |
|
Braiin
shall bear its own, and VIS Networks shall bear for itself and the Shareholders, legal costs
of and incidental to the preparation, negotiation and execution of this Binding HOA.
The
Parties shall mutually agree upon, and set out in the Share Sale Agreement or the Shareholders’ Agreement (as applicable),
the Party(ies) responsible for bearing stamp duty in relation to the agreements or instruments executed in connection with the Acquisition. |
| |
|
|
| 13.
Tax |
|
No
Party makes any representation to the other with regard to the intended tax consequences of the Acquisition. |
| 14.
Remedies |
|
The
rights, power and remedies in respect of the provisions of this Binding HOA are cumulative with and not exclusive to the rights,
power or remedies provided by law independently of this Binding HOA. |
| |
|
|
| 15.
Variation |
|
No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/ alteration is: (a) made in writing;
(b) dated subsequent to the date of this Binding HOA; and (c) duly executed by all Parties. |
| |
|
|
| 16. Notices |
|
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered
personally or sent by properly addressed prepaid mail in each case addressed to the Party
at its address set out in below:
In
the case of Braiin: |
| Address: |
|
283
Rokeby Road Subiaco WA 6008 |
| Email: |
|
natraj@braiin.com |
| Attention: |
|
Natraj
Balasubramanian In the case of VIS and the Shareholders: |
| Address: |
|
#
94, 4th Cross,
2nd
Block Koramangala Bangalore, 560034 Karnataka India |
| Email: |
|
umashankar@visnet.in |
| Attention: |
|
Umashankar
Bantwal |
| 17.
Severability |
|
If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Binding HOA. |
| |
|
|
| 18.
Counterparts |
|
This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
by means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
| (m) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
| (n) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
| (o) |
if
an act prescribed under this Binding HOA to be done by a party on or by a given day is done after 5.00pm on that day, it is taken
to be done on the next day; |
| |
|
| (p) |
a
reference to a payment is to a payment by electronic funds transfer or such other form of cleared funds the recipient otherwise allows
in the relevant lawful currency specified; |
| |
|
| (q) |
a
reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party
to: |
| (A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
| (B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Binding HOA; |
| |
|
| (ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
| (iii) |
agree
to commercially onerous or unreasonable conditions. |
| 19.2 |
|
As
used herein, the term “nominee” includes an affiliate of Braiin who may be potential acquirer of Braiin and/or the VIS
Shares. For avoidance of doubt, the nominee shall, at all times, be bound by, and subject to, the same obligations and restrictions
in this HOT as applicable to Braiin. Further, the nominee shall not be entitled to any rights superior or incremental to what Braiin
is entitled to. |
| 20.
Termination |
|
This
Binding HOA shall be effective from the Execution Date and shall be terminated: |
| (i) |
by
any Party with a written notice to the other Party, in case the Share Sale Agreement and the Shareholders’ Agreement are not
executed by the End Date; |
| |
|
| (ii) |
automatically,
upon execution of the Share Sale Agreement and Shareholders’ Agreement; |
| |
|
| (iii) |
by
mutual agreement of all Parties in writing; or |
| |
|
| (iv) |
Braiin/
VIS Networks communicating, any time prior to the End Date, to VIS/Braiin or any of the Shareholders of its intent not to pursue
the Acquisition. |
Upon
termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set out
in Clause 7 which will be governed in accordance with the terms of Clause 7) will come to an end and the Parties will be released from
their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA).
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
| EXECUTED
by BRAIIN LIMITED |
|
|
| |
|
|
| in
accordance with section 127 of the Corporations Act 200 I (Cth) |
|
|
| |
|
|
| /s/
Natraj Balasubramanian |
|
|
| |
|
|
| Natraj
Balasubramanian |
|
|
| Name
of director |
|
|
| EXECUTED
for and on behalf of VIS NETWORKS PVT LTD |
|
|
| |
|
|
| /s/
Suresh Kamath |
|
|
| Signature |
|
|
| |
|
|
| Name
and Designation |
|
|
| Suresh
Kamath (Director) |
|
|
This
signature page forms an integral part of the heads of agreement executed by and between: (i) Braiin Limited, (ii)
Vis Networks Private Limited, (iii) Vijetha Umashankar, (iv) Swetha K. Acharya, (v) Suresh Kamath, (vi) T S Prajwal, (vii) Girija N and
(viii) Nagambika.
| EXECUTED
by Girija N as part of the SHAREHOLDERS |
|
|
| |
|
|
| /s/
Girija N |
|
|
| Girija
N |
|
|
| EXECUTED
by Nagambika as part of the SHAREHOLDERS |
|
|
| |
|
|
| /s/ Nagambika |
|
|
| Nagambika |
|
|
| EXECUTED
by T S Prajwal as part of the |
|
|
| |
|
|
| /s/ T S Prajwal |
|
|
| T
S Prajwal |
|
|
| EXECUTED
by Suresh Kamath as part of the SHAREHOLDERS |
|
|
| |
|
|
| /s/ Suresh Kamath |
|
|
| Suresh
Kamath |
|
|
| EXECUTED
by Swetha K. Acharya as part |
|
|
| |
|
|
| /s/ Swetha K. Acharya |
|
|
| Swetha
K. Acharya |
|
|
| EXECUTED
by Vijetha Umashankar as part of the SHAREHOLDERS |
|
|
| |
|
|
| /s/ Vijetha Umashankar |
|
|
| Vijetha
Umashankar |
|
|
Annex
A
Subsidiaries
| ENTITY | |
COUNTRY
OF ORIGIN | |
%
OF SHAREHOLDING OF VIS
NETWORKS | |
| VIS GLOBAL PTE LTD | |
SINGAPORE | |
| 99.98% | |
| VIS NET TECHNOLGIES PLC | |
PHILIPPINES | |
| 100% | |
| VIS GLOBAL DIGITAL SOLUTIONS | |
OMAN | |
| 54% | |
| VIS GLOBAL INC | |
USA | |
| 95% | |
| VIS NETWORKS UK LTD | |
UK | |
| 95% | |
| VIS GLOBAL SDN BHD | |
MALASIA | |
| 100% | |
| VIS GLOBAL PTY LTD | |
AUSTRALIA | |
| 45% | |
| VIS NET TECHONOLOGY
LLC | |
UAE | |
| 60% | |
| MERYKH TECHNOGIES
PVT. LTD | |
INDIA | |
| 25% | |
For
the avoidance of doubt, it is hereby clarified, that Smarterhi Communications Private Limited & Artilligent Solutions private limited
will not be considered as Subsidiary for the purposes of the Acquisition.
Annex
B
VIS
Shareholders
| Name
of Shareholder | |
No.
of equity shares of face value INR 10 each | | |
%
holding | |
| l. Vijetha Umashankar | |
| 9,73,380 | | |
| 24.06 | % |
| 2. Swetha K. Acharya | |
| 8,73,340 | | |
| 21.59 | % |
| 3. Suresh Karnath | |
| 4,33,340 | | |
| 10.71 | % |
| 4. T S Prajwal | |
| 3,13,300 | | |
| 7.75 | % |
| 5. Girija N | |
| 8,73,340 | | |
| 21.59 | % |
| 6. Nagambika | |
| 5,33,380 | | |
| 13.19 | % |
| Holders of shares pursuant to exercise of ESOPs | |
| 45,000 | | |
| 1.11 | % |
| Total | |
| 40,45,080 | | |
| 100 | % |
Annex
C
Proposed
Share Transfers
| 1. |
Transfer
of shares amounting to 12% of the share capital of VIS Networks (UK) Limited held by VIS Networks to any one of its associate companies/
affiliates (Share Transfer 1). For avoidance of doubt, pursuant to Share Transfer 1, VIS Networks shall continue to hold shares
equivalent to 83% of the share capital of VIS Networks (UK) Limited. |
| |
|
| 2. |
Transfer
of shares/ ownership interest amounting to: (i) 12% of the share capital/ ownership interest of VIS Global Inc. held by VIS Networks
to any one of its associate companies/ affiliates (Share Transfer 2); and (ii) 20% of the share capital/ ownership interest
of VIS Global Inc. held by VIS Networks to a specified individual (Share Transfer 3). For avoidance of doubt, pursuant to
Share Transfer 2 and Share Transfer 3, VIS Networks shall continue to hold shares/ ownership interest equivalent to 63% of the share
capital/ ownership interest of VIS Global Inc. |
Exhibit
2.10
VEGA
GLOBAL TECHNOLOGIES LIMITED
ACN
667 154 261
(PURCHASER)
AND
NI
FAMILY INVESTMENTS PTY LTD (ACN 646 684 237)
AS
TRUSTEE FOR THE NI FAMILY TRUST
(VENDOR)
AND
NISUS
AUSTRALIA PTY LTD (ACN 622 344 218)
(OPERATING
BUSINESS)
AND
NISUS
PAYROLL PTY LTD (ACN 627 265 909)
(SERVICES
COMPANY)
AND
XIAOLONG
NI (WARRANTOR)
AND
BRAIIN
LIMITED
ACN
660 713 093
(BRAIIN)
RESTATED
SHARE SALE AGREEMENT
TABLE
OF CONTENTS
| 1. |
DEFINITIONS
AND INTERPRETATION |
6 |
| |
|
|
|
| |
1.1 |
Definitions |
6 |
| |
1.2 |
Interpretation |
13 |
| |
1.3 |
Materiality |
15 |
| |
|
|
|
| 2. |
CONDITIONS PRECEDENT |
16 |
| |
|
|
|
| |
2.1 |
Conditions |
16 |
| |
2.2 |
Benefit
of the Conditions |
16 |
| |
2.3 |
Best
efforts |
16 |
| |
2.4 |
Notice |
17 |
| |
2.5 |
Termination
before Settlement |
17 |
| |
2.6 |
Agreement
of no effect |
17 |
| |
|
|
|
| 3. |
TRANSACTION |
17 |
| |
|
|
|
| |
3.1 |
Agreement
to buy and sell Vendor Shares |
17 |
| |
3.2 |
Associated
Rights |
17 |
| |
3.3 |
Waiver
of pre-emption |
17 |
| |
3.4 |
Title
and Risk |
17 |
| |
|
|
|
| 4. |
CONSIDERATION |
17 |
| |
|
|
|
| |
4.1 |
Consideration |
17 |
| |
4.2 |
Payment
of consideration |
18 |
| |
4.3 |
Payments
in Cleared Funds |
18 |
| |
4.4 |
Escrow |
18 |
| |
|
|
|
| 5. |
CONDUCT BEFORE SETTLEMENT |
18 |
| |
|
|
|
| |
5.1 |
Conduct
of Company Group’s Business |
18 |
| |
5.2 |
Agreed
Dividend |
19 |
| |
5.3 |
Permitted
Acts |
19 |
| |
5.4 |
Access |
20 |
| |
5.5 |
Loan
Accounts |
20 |
| |
|
|
|
| 6. |
SETTLEMENT |
21 |
| |
|
|
|
| |
6.1 |
Time
and Location of Settlement |
21 |
| |
6.2 |
The
Vendor’s obligations at Settlement |
21 |
| |
6.3 |
The
Purchaser’s obligations at Settlement |
22 |
| |
6.4 |
Vega’s
obligations at Settlement |
22 |
| |
6.5 |
Conditions
of Settlement |
22 |
| |
6.6 |
Settlement
simultaneous |
23 |
| |
|
|
|
| 7. |
REPRESENTATIONS AND WARRANTIES BY THE VENDOR |
23 |
| |
|
|
|
| |
7.1 |
Representations
and Warranties |
23 |
| |
7.2 |
Independent
Warranties |
23 |
| |
7.3 |
Reliance |
23 |
| |
7.4 |
Indemnity
by Vendor |
23 |
| |
7.5 |
Tax
indemnity |
23 |
| |
7.6 |
Notification
of Warranty Breaches |
25 |
| |
7.7 |
Undertaking
not to make Claims |
25 |
| |
|
|
|
| 8. |
QUALIFICATIONS AND LIMITATIONS ON CLAIMS |
25 |
| |
|
|
|
| |
8.1 |
Disclosure |
25 |
| |
8.2 |
Meaning
of Vendor’s and Warrantors Knowledge |
25 |
| |
8.3 |
Maximum
liability |
25 |
| |
8.4 |
Qualifications
to the Vendor Warranties |
26 |
| |
8.5 |
Limitation
Periods |
26 |
| |
8.6 |
Consequential
Loss |
26 |
| |
8.7 |
No
representation or implied warranty |
26 |
| |
8.8 |
Other
limits on Claims |
27 |
| |
8.9 |
Notice
of potential Claim |
28 |
| |
8.10 |
Conduct
of Third Party Claims |
28 |
| |
8.11 |
Reimbursement
if subsequent recovery from third parties |
29 |
| |
8.12 |
Mitigation
of losses |
30 |
| |
8.13 |
Purchaser
acknowledgements |
30 |
| |
8.14 |
No
double recovery |
31 |
| |
8.15 |
Independent
limitations |
31 |
| |
8.16 |
Reduction
of Consideration |
31 |
| |
8.17 |
Tax
effect of Claims |
31 |
| |
8.18 |
Purchaser
benefits |
31 |
| |
8.19 |
Remedies |
31 |
| |
|
|
|
| 9. |
WARRANTIES BY THE PURCHASER |
32 |
| |
|
|
|
| |
9.1 |
Purchaser
Warranties |
32 |
| |
9.2 |
Independent
Warranties |
32 |
| |
9.3 |
Reliance |
32 |
| |
|
|
|
| 10. |
PARTY AS TRUSTEE |
32 |
| |
|
|
|
| |
10.1 |
Capacity |
32 |
| |
10.2 |
Trustee’s
warranties |
32 |
| |
|
|
|
| 11. |
CONDUCT AFTER SETTLEMENT |
33 |
| |
|
|
|
| |
11.1 |
Appointment
of proxy |
33 |
| |
11.2 |
Records |
33 |
| |
|
|
|
| 12. |
CONFIDENTIALITY |
34 |
| |
|
|
|
| |
12.1 |
Terms
to remain confidential |
34 |
| |
12.2 |
Disclosure
of Information |
34 |
| |
12.3 |
Public
announcements |
34 |
| |
12.4 |
Obligations
continuing |
34 |
| |
|
|
|
| 13. |
RESTRICTIONS AGAINST COMPETITION |
34 |
| |
|
|
|
| |
13.1 |
Non
compete covenant |
34 |
| |
13.2 |
No
solicitation of customers |
35 |
| |
13.3 |
No
acceptance of business |
35 |
| |
13.4 |
No
solicitation of employees or agents |
35 |
| |
13.5 |
Restraints
reasonable |
35 |
| |
13.6 |
Severability |
35 |
| |
13.7 |
Interpretation |
36 |
| |
13.8 |
Application
of Restraint of Trade |
36 |
| |
13.9 |
Excluded
activities |
36 |
| |
|
|
|
| 14. |
NOTICES AND OTHER COMMUNICATIONS |
37 |
| |
|
|
|
| |
14.1 |
Service
of notices |
37 |
| |
14.2 |
Address
of Parties |
37 |
| |
14.3 |
Electronic
Communications |
37 |
| |
14.4 |
Effective
on receipt |
37 |
| |
|
|
|
| 15. |
DISPUTE RESOLUTION |
38 |
| |
|
|
|
| |
15.1 |
Notice
of Dispute |
38 |
| |
15.2 |
Failure
to resolve dispute |
38 |
| |
15.3 |
Appointment
of mediator |
38 |
| |
15.4 |
Referral
to Court |
38 |
| |
15.5 |
Injunctive
declaratory or other interlocutory relief |
38 |
| 16. |
GST LIABILITY |
39 |
| |
|
|
|
| 17. |
GST |
39 |
| |
|
|
| |
17.1 |
Recovery
of GST |
39 |
| |
17.2 |
Liability
net of GST |
39 |
| |
17.3 |
Adjustment
events |
39 |
| |
17.4 |
Survival |
39 |
| |
17.5 |
Definitions |
39 |
| |
|
|
|
| 18. |
GENERAL |
40 |
| |
|
|
|
| |
18.1 |
Further
Acts |
40 |
| |
18.2 |
Costs |
40 |
| |
18.3 |
Amendment |
40 |
| |
18.4 |
Assignment |
40 |
| |
18.5 |
Severability |
40 |
| |
18.6 |
Consents |
40 |
| |
18.7 |
Waivers |
40 |
| |
18.8 |
No
merger |
40 |
| |
18.9 |
Enurement |
41 |
| |
18.10 |
Indemnities |
41 |
| |
18.11 |
Entire
Agreement |
41 |
| |
18.12 |
No
Representation or Reliance |
41 |
| |
18.13 |
Counterparts |
41 |
| |
|
|
|
| 19. |
GOVERNING LAW AND JURISDICTION |
41 |
| |
|
|
|
| |
19.1 |
Jurisdiction |
41 |
| |
19.2 |
Governing
Law |
41 |
| SCHEDULE
1 – VENDOR WARRANTIES |
44 |
| SCHEDULE
2 – PURCHASER WARRANTIES |
60 |
| SCHEDULE
3 – COMPANY ACCOUNTS |
61 |
| SCHEDULE
4 – COMPANY INSURANCES |
75 |
| SCHEDULE
5 – COMPANY GROUP ASSETS |
76 |
| ANNEXURE
A – DATA ROOM INDEX |
77 |
THIS
AGREEMENT is made the 5th day of December, 2025
BETWEEN
Vega
Global Technologies Limited (ACN 667 154 261) of 283 Rokeby Road Subiaco WA 6008 (Purchaser);
AND
Ni
Family Investments Pty Ltd (ACN 646 684 237) as trustee for the Ni Family Trust of Level 1, 29 Jardine Street, Kingston ACT
2604 (Vendor);
AND
Nisus
Australia Pty Ltd (ACN 622 344 218) of Level 1, 29 Jardine Street, Kingston ACT 2604 (Operating Business)
AND
Nisus
Payroll Pty Ltd (ACN 627 265 909) of Level 1, 29 Jardine Street, Kingston ACT 2604 (Services Company)
(together,
the Companies);
AND
Xiaolong
Ni of Level 1, 29 Jardine Street, Kingston ACT 2604 (Warrantor);
AND
Braiin
Limited (ACN 660 713 093) of 283 Rokeby Road, Subiaco WA 6008 (Braiin).
RECITALS
| A. |
The
Companies, Purchase and Braiin entered into that Share Sale Agreement dated June 10, 2025 (the “Original Agreement”),
and the Companies, Purchaser and Braiin agree to restate the Original Agreement in its entirety, as set forth below. |
| |
|
| B. |
The
Vendor is the legal and beneficial owners of 100% of the issued shares in the capital of the Companies. |
| |
|
| C. |
The
Vendor has agreed to sell and the Purchaser has agreed to purchase the Vendor Shares pursuant to the terms of this Agreement. |
| |
|
| D. |
Following
Settlement, the Companies will become a wholly owned subsidiary of the Purchaser and the Purchaser will become a wholly owned subsidiary
of Braiin. |
IT
IS AGREED as follows:
| 1. |
DEFINITIONS
AND INTERPRETATION |
In
this Agreement:
Accounting
Standards means:
| |
(a) |
the
accounting standards made by the AICPA, relating to the preparation and content of financial statements; and |
| |
|
|
| |
(b) |
generally
accepted accounting principles that are consistently applied for companies similar to the Companies, except those inconsistent with
the standards or requirements referred to in paragraph (a). |
Accounts
means in respect of each Company Group Member, the audited balance sheet of that member as at the Accounts Date and the audited profit
and loss account of that member for the year ending on the Accounts Date, true copies of which are set out in Schedule 3.
Accounts
Date means 30 June 2023.
Affiliates
means (in relation to a Party):
| |
(a) |
a
Related Body Corporate of the Party; |
| |
|
|
| |
(b) |
an
associate of the Party (within the meaning of section 15 of the Corporations Act); and |
| |
|
|
| |
(c) |
any
entity (such as a natural person, body corporate, partnership or trust) which the Party Controls, or which is Controlled by the party. |
Agreed
Dividend has the meaning given to it in clause 5.2.
Agreement
means the agreement constituted by this Agreement and includes the recitals.
AICPA
means The American Institute of Certified Public Accountants.
Authorisation
means any permit, approval, authorisation, consent, exemption, filing, licence, notarisation, registration, password or waiver however
described and any renewal or variation to any of them.
Business
means the business carried out by the Company Group as at the Execution Date, being a dynamic and customer-centric company specialising
in ICT consulting and personnel services.
Business
Day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.
Cash
Consideration means AUD$3,000,000.
Claim
means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, expense or liability incurred by or to
or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Claim
Notice has the meaning given to that term in clause 8.9.
Company
Group means the Companies.
Company
Group Member means an entity within the Company Group.
Conditions
means the conditions precedent set out in clause 2.1.
Confidential
Information means any trade secrets, lists of information pertaining to clients of the Company Group and or suppliers, specifications,
drawings, inventions, ideas, records, reports, software, patents, designs, copyright material, secret processes or other information,
whether in writing or otherwise, relating to the Company Group.
Consequential
Loss means any loss or damage which would not be fairly and reasonably considered as arising naturally (that is, according to the
usual course of things) from the breach including loss of profits, loss of business opportunity and economic loss.
Consideration
has the meaning given in clause 4.1.
Consideration
Shares means fully paid ordinary shares in Vega which will have a value equal to US$3,160,000 at the time of the exchange for the
Exchange Shares. The number of Consideration Shares shall be equal to the to quotient of US$3,160,000 divided by US$10.17.
Control
of an entity includes the power to directly or indirectly:
| |
(a) |
determine
the financial or operating policies of the entity; |
| |
|
|
| |
(b) |
control
the membership of the board or other governing body of the entity; and |
| |
|
|
| |
(c) |
control
the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the entity, |
regardless
of whether the power is in writing or not, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements,
understandings, practices or otherwise.
Corporations
Act means the Corporations Act 2001 (Cth).
Dangerous
Substance means any natural or artificial substance (whether in solid or liquid form or in the form of a gas or vapour and whether
alone or in combination with any other substance) capable of causing harm to humans or any other living organism supported by the environment,
or capable of damaging the environment or public health or welfare, including any controlled, special, hazardous, toxic or dangerous
waste.
Data
Room means the on-line data room operated by the Company Group at https://nisusmail- my.sharepoint.com/:f:/g/personal/sean_ni_nisus_com_au/Ei089h2QtctJntcIJZ8ilEQBAC0bcq3KGmgIZC9ZZbmGAQ?e=RTqeKQ, which relates to the Business and t he Company Group established by the Vendor as at 5pm on the
Business Day prior to the Execution Date, an index of which is set out in Annexure A.
Due
Diligence Materials means all information and documents provided to the Purchaser or its Representatives in the period ending at
5pm on the Business Day prior to the Execution Date, including information contained in the Data Room (including the responses to questions
and requests for further information submitted via the Data Room).
Duty
means any stamp, transaction or registration duty or similar charge imposed by any Governmental Authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Encumbrance
means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential
right or trust arrangement and any other security or agreement of any kind given or created and including any possessory lien in the
ordinary course of business whether arising by operation of law or by contract.
End
Date means 5.00pm (AWST) on the later or (i) the date the securities are listed on NASDAQ or NYSE and (ii) 31 January 2026.
Event
of Insolvency means:
| |
(a) |
a
receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person
or any asset of a person; |
| |
|
|
| |
(b) |
a
liquidator or provisional liquidator is appointed in respect of the corporation; |
| |
|
|
| |
(c) |
any
application (not being an application withdrawn or dismissed within 14 days) is made to a court for an order, or an order is made,
or a meeting is convened, or a resolution is passed, for the purposes of: |
| |
(i) |
appointing
a person referred to in paragraphs (a) or (b); |
| |
|
|
| |
(ii) |
winding
up a corporation; |
| |
|
|
| |
(iii) |
proposing
or implementing a scheme of arrangement; or |
| |
|
|
| |
(iv) |
any
event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual
or his estate under any Insolvency Provision; |
| |
(d) |
a
moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person’s
creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally
to the control of that person’s creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application
is not withdrawn or dismissed within 14 days; |
| |
|
|
| |
(e) |
a
person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable
to pay its debts; or |
| |
|
|
| |
(f) |
any
writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or
issued against or in relation to any asset of a person. |
Execution
Date means the date of this Agreement.
Fairly
Disclosed has the meaning set out in clause 8.1.
Financial
Debt means borrowings or other indebtedness of the Company Group under any bank facility, overdraft, bond, note or debenture.
Governmental
Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous
or not) charged with the administration of any applicable law.
GST
has the meaning given to it in the GST Act.
GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth)and any regulations thereto or such other act or regulations
of equivalent effect.
Head
Company has the same meaning as that term is defined in section 995-1 of the ITAA 97.
Immediately
Available Funds means cash or telegraphic or other electronic means of transfer of immediately cleared funds into a bank account
nominated in advance by the payee.
Independent
Expert means an independent accountant as agreed to in writing by the Vendor and the Purchaser or, failing agreement within 5 Business
Days of a Party requesting such appointment, the person nominated by the Resolution Institute at the request of the Vendor or the Purchaser.
Insolvency
Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance
of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may satisfy or
avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of
any of the assets of any person.
Intellectual
Property Licence means all agreements under which any Company Group Member obtains from any person the exclusive or non-exclusive
right to use, but not the ownership of, any of the Intellectual Property Rights referred to in paragraphs (a) to (d) inclusive of the
definition of that term.
Intellectual
Property Rights means:
| |
(a) |
the
business names or trademarks owned or used at Execution Date by the Company Group; |
| |
|
|
| |
(b) |
the
Confidential Information owned or used at any time by the Company Group; |
| |
|
|
| |
(c) |
the
patents, patent applications, registered designs, unregistered designs, copyright and all other similar rights owned or used at any
time by the Company Group; and |
| |
|
|
| |
(d) |
the
Intellectual Property Licences. |
Invoice
means a tax invoice as defined in and for the purposes of the GST Act or any document allowing the Recipient to claim an input tax credit
under the GST Act.
ITAA
36 means the Income Tax Assessment Act 1936 (Cth).
ITAA
97 means the Income Tax Assessment Act 1997 (Cth).
Liabilities
includes all liabilities (whether actual, contingent or prospective), Losses, damages, costs and expenses of whatever description.
Loss
means losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and Tax Costs.
Material
Adverse Effect means:
| |
(a) |
when
used in a Warranty in relation to a Company Group Member a material adverse effect on the financial position of the Company Group
Member when compared to what the financial position would be if the Warranty were true which is material according to the principles
set out in clause 1.3; and |
| |
|
|
| |
(b) |
when
used in all other cases in relation to a Company Group Member a material adverse effect on the financial position of the Company
Group Member which is material according to the principles set out in clause 1.3, |
but
does not include:
| |
(c) |
any
matter, event or circumstance arising from changes in economic, business or public health conditions which impact on the Companies
and their competitors in a similar manner; |
| |
|
|
| |
(d) |
any
matter, event or circumstance Fairly Disclosed in the Due Diligence Materials; |
| |
|
|
| |
(e) |
any
change in taxation rates or laws, or applicable law, which impact on the Companies and their competitors in a similar manner; |
| |
|
|
| |
(f) |
any
change occurring as a result of any act of god, pandemic, landslide, earthquake, fire, flood, or any other effect of the elements; |
| |
|
|
| |
(g) |
any
change in accounting policy required by law; or |
| |
|
|
| |
(h) |
any
change occurring directly or indirectly as a result of any matter, event or circumstance required by this Agreement or the transactions
contemplated by it. |
NASDAQ
means the Nasdaq stock exchange, operated in America.
NYSE
means the New York Stock Exchange, operated in America.
Officer,
in relation to a corporation, has the meaning given in Section 9 of the Corporations Act.
Party
means a party to this Agreement and Parties means the parties to this Agreement.
Permitted
Encumbrance means:
| |
(a) |
a
charge or lien that arises by operation of statute or other law, in the course of ordinary business, where the amount secured is
not overdue or is being diligently contested in good faith and appropriately provisioned; |
| |
|
|
| |
(b) |
any
mechanic’s workmen’s or other like lien arising in the ordinary course of business, where the amount secured is not overdue
or is being diligently contested in good faith and appropriately provisioned; |
| |
|
|
| |
(c) |
any
retention of title arrangement undertaken in the ordinary course of day to day trading on arm’s length terms, as long as the
obligation it secures is discharged when due or is being diligently contested in good faith and appropriately provisioned; or |
| |
(i) |
existing
on the Execution Date that has been approved by the Purchaser; or |
| |
|
|
| |
(ii) |
that
arises after the Execution Date and that the Purchaser approves before it arises, |
where
the maximum aggregate amount secured from time to time does not increase, and the time for payment of that amount is not extended beyond
the amount and time approved by the Purchaser.
Prescribed
Occurrence means:
| |
(a) |
any
entity within the Company Group converting all or any of its shares into a larger or smaller number of shares; |
| |
|
|
| |
(b) |
any
entity within the Company Group resolving to reduce its share capital in any way; |
| |
|
|
| |
(c) |
any
entity within the Company Group: |
| |
(i) |
entering
into a buy back agreement; or |
| |
|
|
| |
(ii) |
resolving
to approve the terms of a buy back agreement; |
| |
(d) |
any
entity within the Company Group making an allotment of, or granting an option to subscribe for, any of its shares or agreeing to
make such an allotment or grant such an option; |
| |
|
|
| |
(e) |
any
entity within the Company Group issuing, or agreeing to issue, convertible notes; |
| |
|
|
| |
(f) |
any
entity within the Company Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; |
| |
|
|
| |
(g) |
any
entity within the Company Group charging, agreeing to charge, the whole, or a substantial part, of its business or property; |
| |
|
|
| |
(h) |
any
entity within the Company Group resolving that it be wound up; |
| |
|
|
| |
(i) |
the
appointment of a provisional liquidator of any entity within the Company Group; |
| |
|
|
| |
(j) |
the
making of an order by a court for the winding up of any entity within the Company Group; |
| |
|
|
| |
(k) |
an
administrator of any entity within the Company Group being appointed; |
| |
|
|
| |
(l) |
any
entity within the Company Group executing a deed of company arrangement; or |
| |
|
|
| |
(m) |
the
appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company
Group. |
Purchaser
Group means the Purchaser, together with each Related Body Corporate of the Purchaser.
Purchaser
Group Member means each entity within the Purchaser Group.
Purchaser
Warranties means the representations and warranties of the Purchaser set out in Schedule 2 and Purchaser Warranty means any
one of them.
Records
means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every
description and other material regardless of their form or medium and whether coming into existence before, on or after the Execution
Date, owned by the Company Group including certificates of registration, minute books, statutory books and registers, books of account,
tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial
records.
Related
Party has the meaning given in section 228 of the Corporations Act.
Related
Body Corporate has the meaning given in section 9 of the Corporations Act.
Representative
means, in relation to a Party, that Party’s directors, officers, employees, agents or advisers (including without limitation
lawyers, accountants, consultants, bankers, financial advisers and any representatives of those advisers).
Resolution
Institute means the Resolution Institute ACN 008 651 232 and any successor organisation.
Revenue
means the revenue of the Company Group determined in accordance with Accounting Standards.
Revenue
Authority means any Federal, State, Territory or local government authority or instrumentality in respect of Tax.
Settlement
means the settlement on the Settlement Date of the sale and purchase of the Vendor Shares in accordance with the terms of this Agreement.
Settlement
Date means that date which is 1 Business Day after the satisfaction or waiver of the last of the Conditions (or such other date as
is agreed between the Parties).
Statutes
means all legislation of any country, state or territory enforced at any time, and any rule, regulation, ordinance, by law, statutory
instrument, order or notice at any time made under that legislation.
Tax
means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp, transaction, registration, duty or
similar charge which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any interest,
fine, penalty, charge, fee or any other accounting imposed on, or in respect of any of the above but excludes Duty.
Taxable
Supply has the meaning given to it in the GST Act.
Tax
Claim means a Claim by the Purchaser for the breach of a Tax Warranty or under the Tax Indemnity.
Tax
Cost means all costs and expenses incurred in:
| |
(a) |
managing
an inquiry; or |
| |
|
|
| |
(b) |
conducting
any objection, action, defence, or proceeding with the purpose of causing a withdrawal, reduction, postponement, avoidance or compromise
of a demand or assessment relating to Tax issued by a Governmental Authority under a Tax Law, |
in
relation to Tax or Duty, but does not include the Tax or Duty.
Tax
Indemnity means the indemnity given by the Vendor to the Purchaser under clause 7.5.
Tax
Law means any law relating to either Tax or Duty as the context requires.
Tax
Relief means any refund, credit, offset, relief, allowance, deduction, rebate, recoupment, compensation, Tax loss, right to repayment
or other benefit or saving in relation to Tax and includes any amount otherwise payable which reduces, offsets, discharges or satisfies
a Liability for Tax.
Tax
Return means any return relating to Tax including any document which must be lodged with a Governmental Authority administering a
Tax or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, application, schedule
or election and any attachment).
Tax
Warranties mean the tax warranties set out in paragraph 16 of Schedule 1.
Third
Party means a person that is not a Party or an Affiliate of a Party.
Third
Party Claim means:
| |
(a) |
a
Claim made by a Third Party against a Company Group Member, the Purchaser or any Affiliate of the Purchaser that is reasonably likely
to result in a Warranty Claim; or |
| |
|
|
| |
(b) |
a
Claim a Company Group Member, the Purchaser or an Affiliate of the Purchaser is entitled to make against a Third Party based on anything
that is reasonably likely to result in a Warranty Claim. |
Transaction
means the sale and purchase of the Vendor Shares on the terms and conditions set out in this Agreement.
Vendor
Shares means 100% of the shares in the capital of the Companies.
Vendor
Warranties means the Warranties set out in Schedule 1 and Vendor Warranty means any one of them.
Warranty
Claim means a Claim by the Purchaser against the Vendor arising as a result of a breach of a Vendor Warranty, a Claim under clause
7.4 and any Tax Claim.
In
this Agreement:
| |
(a) |
headings
are for convenience only and do not affect its interpretation; |
| |
(b) |
no
provision of this Agreement will be construed adversely to a Party because that Party was responsible for the preparation of this
Agreement or that provision; |
| |
|
|
| |
(c) |
specifying
anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
and,
unless the context otherwise requires:
| |
(d) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them jointly and each of
them severally; |
| |
|
|
| |
(e) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
| |
|
|
| |
(f) |
a
reference to any Party includes that Party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
|
|
| |
(g) |
a
reference to a body, other than a Party to this Agreement whether statutory or not: |
| |
(i) |
which
ceases to exist; or |
| |
|
|
| |
(ii) |
whose
powers or functions are transferred to another body, |
is
a reference to the body which replaces it or substantially succeed its powers or functions;
| |
(h) |
a
reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; |
| |
|
|
| |
(i) |
a
reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory
provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued
under it; |
| |
|
|
| |
(j) |
words
importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
|
|
| |
(k) |
references
to parties, clauses, schedules, exhibits or annexures are references to Parties, clauses, schedules, exhibits and annexures to or
of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement; |
| |
|
|
| |
(l) |
where
a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding
meaning; |
| |
|
|
| |
(m) |
a
reference to time is to time as observed in Perth, Western Australia; |
| |
|
|
| |
(n) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
| |
(o) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
(p) |
if
an act prescribed under this Agreement to be done by a Party on or by a given day is done after 5.00pm on that day, it is taken to
be done on the next day; |
| |
|
|
| |
(q) |
where
an action is required to be undertaken on a day that is not a Business Day it shall be undertaken on the next Business Day; |
| |
|
|
| |
(r) |
a
reference to a payment is to a payment by bank cheque or such other form of cleared funds the recipient otherwise allows in the relevant
lawful currency specified; |
| |
|
|
| |
(s) |
a
reference to $ or dollar is to the lawful currency of the Commonwealth of Australia and a reference to USD$ is to the
lawful currency of the United States of America; and |
| |
|
|
| |
(t) |
a
reference to a Party using or an obligation on a Party to use reasonable endeavours or its best endeavours does not oblige that Party
to: |
| |
(A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
| |
(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Agreement; |
| |
(ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
|
| |
(iii) |
agree
to commercially onerous or unreasonable conditions. |
Unless
the contrary intention appears, a matter will be regarded as “material” if alone or together with a series of similar or
related matters, it will, or would be likely to, in any 12 month period:
| |
(a) |
involve
a Claim by or against a Company Group Member exceeding US$350,000; |
| |
|
|
| |
(b) |
have
a financial impact on revenues or expenses of a Company Group Member exceeding: |
| |
(i) |
in
the case of any unusual or non-recurring event, US$350,000; and |
| |
|
|
| |
(ii) |
in
the case of any recurrent event, US$35,000; |
| |
(c) |
have
a financial impact on the value of the assets or liabilities of the Company Group Member exceeding US$350,000; or |
| |
|
|
| |
(d) |
impose
an obligation or confer a benefit on a Company Group Member of an amount exceeding US$350,000, |
where
the “financial impact” is to be assessed in the case of a Warranty Claim, by reference to the position if the Warranty were
true, and in all other cases, is to be assessed by reference to the position set out in the Accounts.
Clauses
3 and 6 of this Agreement are subject to and do not become binding on the Parties unless and until each of the following Conditions are
satisfied or waived in accordance with clause 2.2:
| |
(a) |
the
Purchaser has received written notification from the United States Securities and Exchange Commission that its Registration Statement
has been approved, and is declared effective, on terms reasonably satisfactory to the Purchaser and Braiin Limited has received approval
from its shareholders to consummate the listing transactions; |
| |
|
|
| |
(b) |
completion
of financial, legal and technical due diligence by the Purchaser on the Company Group, to the absolute satisfaction of the Purchaser; |
| |
|
|
| |
(c) |
the
Companies providing AICPA standard financial audit reports for each of the Companies for the financial years ended 30 June 2022,
30 June 2023, 30 June 2024 and 31 December 2024 to the absolute satisfaction of the Purchaser; and |
| |
|
|
| |
(d) |
the
Parties obtaining all necessary corporate, shareholder approvals and regulatory approvals necessary to lawfully complete the Transaction. |
| 2.2 |
Benefit
of the Conditions |
| |
(a) |
The
Conditions in clauses 2.1(a) – 2.1(d) are inserted in this Agreement for the benefit of the Purchaser and the Purchaser may,
by notice in writing to the Vendor on or before the End Date, waive any of those Conditions. |
| |
|
|
| |
(b) |
The
Conditions in clauses 2.1(d) and 2.1(e) are inserted in this Agreement for the benefit of the Purchaser and the Vendor and these
Parties may, by mutual written agreement, agree to waive any of those Conditions. |
| |
(a) |
Each
Party must provide all reasonable assistance to the others as is necessary to satisfy the Conditions, including by: |
| |
(i) |
signing
and delivering all documents and doing everything reasonably necessary or desirable to carry out its obligations under this clause
2; and |
| |
|
|
| |
(ii) |
keep
the other party regularly informed of the status of any discussions or negotiations with relevant third parties about the Conditions. |
| |
(b) |
Nothing
in this clause obliges a Party to waive a Condition or grant an extension of time for satisfaction of a Condition. |
The
Purchaser and the Vendor must promptly notify the other in writing if any of the Conditions are satisfied or cannot be satisfied, or
any material development which has an impact on the likelihood of a Condition being satisfied by the End Date.
| 2.5 |
Termination
before Settlement |
If
any of the Conditions have not been satisfied or waived in accordance with clause 2.2, prior to the End Date, then with effect from the
End Date, the Purchaser or the Vendor may by giving not less than 5 Business Days’ written notice to the other Parties, terminate
this Agreement.
| 2.6 |
Agreement
of no effect |
If
a Party gives notice terminating the Agreement under clause 2.5 this Agreement shall be deemed to be at an end and of no force or effect
with none of the Parties being subject to any of the obligations contained in this Agreement and with no Party claiming any rights at
law or equity against the other Parties, save for the performance of those covenants and agreements (if any) which should have been performed
on or before the date of termination, and all damages for breach of the same.
| 3.1 |
Agreement
to buy and sell Vendor Shares |
The
Vendor, as legal owner of the Vendor Shares, agrees to sell free from Encumbrances and the Purchaser agrees to purchase the Vendor Shares
for the Consideration and on the further terms and conditions set out in this Agreement.
The
Vendor must sell the Vendor Shares to the Purchaser together with all rights attached to them as at the Execution Date and that accrue
between the Execution Date and Settlement, other than the Agreed Dividend.
| 3.3 |
Waiver
of pre-emption |
The
Vendor waive all rights of pre-emption or other rights over any of the Vendor Shares conferred either by the constitutions of the Companies,
by any shareholders agreement relating to shares or other securities in the Companies or in any other way.
Title
to and risk in the Vendor Shares passes to the Purchaser on Settlement.
| |
(a) |
The
consideration payable by to the Vendor is: |
| |
(i) |
the
Consideration Shares to be issued and allotted in accordance with clause 4.2; and |
| |
|
|
| |
(ii) |
the
Cash Consideration to be paid in accordance with clause4.2. |
(the
Consideration).
| 4.2 |
Payment
of consideration |
On
the Settlement Date:
| |
(a) |
Vega
will allot and issue the Consideration Shares to the Vendor and provide any documentation reasonably requested by the Vendor to evidence
the Consideration Shares have been issued in accordance with the terms of this Agreement; and |
| |
|
|
| |
(b) |
the
Purchaser will pay the Cash Consideration to the Vendor. |
| 4.3 |
Payments
in Cleared Funds |
All
cash payments under this clause 4 must either be made by Immediately Available Funds or such other form of cleared funds as the Vendor
and Purchaser agree.
The
Vendor agrees and acknowledge that, it will be required to enter into a restriction agreement to give effect to a mandatory escrow of
the Exchange Shares for a period of twelve (12) months from the date of issue:
The
Vendor agrees and acknowledges that they will enter into restriction agreements in respect of the Exchange Shares on this basis.
| 5. |
CONDUCT
BEFORE SETTLEMENT |
| 5.1 |
Conduct
of Company Group’s Business |
The
Vendor and the Warrantor jointly and severally covenant with the Purchaser that during the period commencing on the Execution Date and
expiring on the earlier of termination of this Agreement or the Settlement Date, each entity within the Company Group will not, except
as contemplated by this Agreement, without the prior written consent of the Purchaser:
| |
(a) |
enter
into any contract or commitment requiring it to pay more than US$350,000 or more than US$350,000 per annum other than in the ordinary
course of business; |
| |
|
|
| |
(b) |
acquire
any asset or authorise any capital expenditure of value that exceeds US$350,000 other than in the ordinary course of business; |
| |
(c) |
dispose
of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its assets or any interest in any of them; |
| |
|
|
| |
(d) |
grant
any option to subscribe for any security in any entity within the Company Group or allot or issue or agree to allot or issue any
security, share or loan capital or any security convertible into any share or loan capital in any entity within the Company Group; |
| |
|
|
| |
(e) |
resolve
to reduce its share capital in any way; |
| |
|
|
| |
(f) |
enter
into a buy-back agreement or resolve to approve the terms of a buy-back agreement; |
| |
|
|
| |
(g) |
declare
or pay any dividend or make any other distribution of its assets or profits, other than the Agreed Dividend; |
| |
|
|
| |
(h) |
alter
or agree to alter its constitution other than as provided for in this Agreement; |
| |
|
|
| |
(i) |
resolve
any new programs or budgets; |
| |
|
|
| |
(j) |
cancel
any existing insurance policy in the name of or for the benefit of a member of the Company Group unless a replacement policy (on
terms no less favourable to the Company Group Member, if available in the market) has been put in place; |
| |
|
|
| |
(k) |
repay
any shareholder loans or advances except in accordance with this Agreement; |
| |
|
|
| |
(l) |
vary,
terminate or fail to renew any of its contracts, Authorisations or commitments, other than in the ordinary course of its business;
or |
| |
|
|
| |
(m) |
change
any accounting method, practice or principle used by it. |
| |
(a) |
The
Parties acknowledge and agree that, any profits of the Companies accrued prior to the Settlement Date do not form part of the sale
to the Purchaser and, subject to applicable law, will be paid by way of a fully franked dividend to the Vendor in such manner, proportions
and at times prior to Settlement, as is directed by the Vendor (Agreed Dividend). |
| |
|
|
| |
(b) |
The
Purchaser agrees that the Companies may frank any Agreed Dividend to the extent that such payment or payments do not create a franking
account deficit in respect of the Companies. |
Nothing
in clause 5.1 restricts the Vendor or any Company Group Member from doing anything:
| |
(a) |
that
is expressly permitted in this Agreement; |
| |
|
|
| |
(b) |
to
reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage
to property); |
| |
(c) |
that
is necessary for a member of the Company Group to meet its legal or contractual obligations or the requirements of a Governmental
Authority; or |
| |
|
|
| |
(d) |
that
is agreed to in writing between the Company and the Purchaser (such agreement not to be unreasonably withheld or delayed). |
| |
(a) |
The
Vendor covenants in favour of the Purchaser that, during the period commencing on the Execution Date and expiring on the Settlement
Date, it will allow the Purchaser to carry out a financial, commercial and legal due diligence on the Company Group and will provide
the Purchaser upon reasonable notice with all relevant information in respect of the Company Group, in order for the Purchaser to
complete this due diligence. |
| |
|
|
| |
(b) |
The
Purchaser may only exercise its right of access under clause 5.4(a) to the extent the access will not, in the reasonable opinion
of the Vendor: |
| |
(i) |
unreasonably
interfere with the conduct of the Business or the activities and operations of the Company Group; |
| |
|
|
| |
(ii) |
breach
any obligations (including obligations of confidentiality) that the Vendor or a Company Group Member owes to any third party or under
any Statute; or |
| |
|
|
| |
(iii) |
compromise
or result in a risk of damage or compromise to the protection of legal professional privilege in relation to any of the Records, |
and
the Purchaser agrees to comply with the Vendor’s reasonable requirements and directions in relation to the access.
| |
(c) |
The
Parties must ensure that, as soon as possible after the execution of this Agreement, their Representatives meet and use their best
endeavours to determine the most appropriate method of implementing the steps required to ensure a smooth transition of the management
and operation of the Company Group with the Purchaser Group following Settlement. |
Before
Settlement, the Vendor must procure that:
| |
(a) |
all
indebtedness due from the Vendor to the Companies are either satisfied in full or forgiven by the Companies (whereby no actual payment
is made and the Vendor is released from any liability to the Companies); and |
| |
|
|
| |
(b) |
all
indebtedness due from the Companies to the Vendor are satisfied in full without payment of interest. |
| 6.1 |
Time
and Location of Settlement |
Settlement
shall take place at 10.00am (AWST) on the Settlement Date at such offices as the Parties may agree and at such time as shall be agreed
by the Parties.
| 6.2 |
The
Vendor’s obligations at Settlement |
At
Settlement, the Vendor must confer on the Purchaser title to the Vendor Shares and place the Purchaser in effective possession and control
of the Company Group. To this end, at or prior to Settlement:
| |
(a) |
the
Vendor must deliver or cause to be delivered to the Purchaser: |
| |
(i) |
separate
instruments of transfer in registrable form for the Vendor Shares held by the Vendor in favour of the Purchaser (as transferee) which
have been duly executed by the Vendor (as transferor); |
| |
|
|
| |
(ii) |
the
common seal (and any duplicate common seal, share seal or official seal) of each entity within the Company Group (if any); |
| |
|
|
| |
(iii) |
all
available copies of the constitutions of each entity within the Company Group; |
| |
|
|
| |
(iv) |
details
of the current corporate key issued by the Australian Securities and Investments Commission for each entity within the Company Group; |
| |
|
|
| |
(v) |
the
minute books and other records of meetings or resolutions of members and directors of each entity within the Company Group; |
| |
|
|
| |
(vi) |
all
registers of each entity within the Company Group (including the register of members, register of options, register of directors,
register of charges) in proper order and condition and fully entered up to the Settlement Date; |
| |
|
|
| |
(vii) |
all
cheque books, financial and accounting books and records, copies of tax returns and assessments, mortgages, leases, agreements, insurance
policies, title documents, licences, indicia of title, contracts, passwords to computers, certificates and all other records, papers,
books and documents of each entity within the Company Group; |
| |
|
|
| |
(viii) |
the
written resignations of each of the directors and secretary of each entity within the Company Group with effect from Settlement; |
| |
|
|
| |
(ix) |
a
duly completed authority for the alteration of the signatories of each bank account of each entity within the Company Group in the
manner required by the Purchaser by written notice before the Settlement Date; |
| |
(x) |
all
current Authorisations and other documents issued to each entity within the Company Group under any legislation, ordinance or otherwise
relating to their business activities; |
| |
|
|
| |
(xi) |
procure
that directors’ meetings of each entity within the Company Group are held to attend to the following matters (as applicable): |
| |
(A) |
the
approval of the registration (subject to payment of stamp duty), if applicable of the transfers of the Vendor Shares and the issue
of new share certificates for the Vendor Shares in the name of the Purchaser; |
| |
|
|
| |
(B) |
the
appointment as additional directors and secretaries of each entity within the Company Group of those persons nominated by the Purchaser
by written notice before the Settlement Date; |
| |
|
|
| |
(C) |
the
retirement, by written notice, of all directors and the company secretary of each entity within the Company Group with effect from
Settlement acknowledging that each of them has no Claim of any kind whatsoever against any entity within the Company Group by way
of compensation or entitlement for loss of office; and |
| |
|
|
| |
(D) |
the
revocation of all existing authorities to operate bank accounts of the Company Group. |
| 6.3 |
The
Purchaser’s obligations at Settlement |
At
Settlement, the Purchaser must pay the Cash Consideration to the Vendor.
| 6.4 |
Vegas’s
obligations at Settlement |
At
Settlement, Vega must allot and issue the Consideration Shares to the Vendor.
| 6.5 |
Conditions
of Settlement |
| |
(a) |
Settlement
is conditional on both the Purchaser and the Vendor complying with all of their obligations under this clause 6. |
| |
|
|
| |
(b) |
If
a Party (Defaulting Party) fails to satisfy its obligations under this clause 6 on the day and at the place and time for Settlement
then any other Party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those
obligations within a period of 10 Business Days from the date of the notice and declaring time to be of the essence. |
| |
|
|
| |
(c) |
If
the Defaulting Party fails to satisfy those obligations within those 10 Business Days under clause 6.5(b) above, the Notifying Party
may, without limitation to any other rights it may have, terminate this Agreement by giving written notice to the Defaulting Party. |
| 6.6 |
Settlement
simultaneous |
| |
(a) |
Subject
to clause 6.6(b), the actions to take place under this clause 6 are interdependent and must take place, as nearly as possible, simultaneously.
If one action does not take place, then without prejudice to any rights available to any Party as a consequence: |
| |
(i) |
there
is no obligation on any Party to undertake or perform any of the other actions; |
| |
|
|
| |
(ii) |
to
the extent that such actions have already been undertaken, the Parties must do everything reasonably required to reverse those actions;
and |
| |
|
|
| |
(iii) |
each
Party must return to the other all documents delivered to it under this clause 6, and must each repay to the other all payments received
by it under this clause 6, without prejudice to any other rights any Party may have in respect of that failure. |
| |
(b) |
The
Purchaser may, in its sole discretion, waive any or all of the actions that the Vendor are required to perform under clause 6.2. |
| 7. |
REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
| 7.1 |
Representations
and Warranties |
Subject
to the qualifications and limitations in clause 8, the Vendor and the Warrantor jointly and severally give the Vendor Warranties in favour
of the Purchaser, on the Execution Date and on each day between the Execution Date and the Settlement Date.
| 7.2 |
Independent
Warranties |
The
Vendor Warranties are to be construed separate and independently of the others and are not limited by reference to any other Vendor Warranty.
The
Vendor and the Warrantor acknowledge that the Purchaser has entered into this Agreement and will complete this Agreement in reliance
on the Vendor Warranties.
| |
(a) |
The
Vendor and the Warrantor jointly and severally indemnify and agree to indemnify the Purchaser and each Company Group Member against,
and must pay the Purchaser an amount equal to, any Loss suffered or incurred by the Purchaser or a Company Group Member as a result
of a breach of a Vendor Warranty, except to the extent that the Vendor Warranty or the Vendor’s liability for the Loss is limited
or qualified under clause 8, and this will be the sole remedy of the Purchaser and each Company Group Member in respect of any such
breach. |
| |
(a) |
The
Vendor and the Warrantor jointly and severally indemnify the Purchaser, and must pay the Purchaser the amount of any: |
| |
(i) |
Tax
or Duty payable by a Company Group Member to the extent that the Tax or Duty: |
| |
(A) |
relates
to any period, or part period, up to and including Settlement; or |
| |
|
|
| |
(B) |
arises
as a result of entry into this Agreement or Settlement (other than any Duty to be paid by the Purchaser under clause 18.2(a)); and |
| |
(ii) |
Tax
Costs incurred by or on behalf of a Company Group Member to the extent those Tax Costs arise from or relate to any of the matters
for which the Vendor may be liable under clause 7.5(a)(i). |
| |
(b) |
Notwithstanding
clause 7.5(a)(i), the Tax Indemnity does not apply to a Tax Claim and the liability of the Vendor in respect of any Tax Claim is
reduced or extinguished: |
| |
(i) |
to
the extent that it arises as a result of any income derived, loss, outgoing or deductions incurred or activities undertaken, or deemed
for Tax purposes to have been undertaken, after Settlement; |
| |
|
|
| |
(ii) |
to
the extent that it arises as a result of the transactions contemplated by this Agreement; |
| |
|
|
| |
(iii) |
to
the extent that it arises from the Company Group or the Purchaser or any of their Related Bodies Corporate taking a position in relation
to the application of a law in relation to Tax that is inconsistent with the position taken by the Company Group prior to Settlement
(including a position adopted in the calculation of any Tax balance in the Accounts), unless the Company Group is required to adopt
that inconsistent position to comply with a Tax Law; |
| |
|
|
| |
(iv) |
to
the extent that it results from or is increased by the failure of the Purchaser, the Company Group or any of their respective Related
Bodies Corporate, after the Settlement Date in a reasonably timely manner to: |
| |
(A) |
lodge
any return, notice, objection, or other document in relation to the Tax Claim; |
| |
|
|
| |
(B) |
claim
all or any portion of any available Tax Relief; |
| |
|
|
| |
(C) |
disclose
or correctly describe in any notice, return, objection or other document relating to the Tax Claim any relevant matters within the
reasonable knowledge of the Purchaser or the Company Group or any of their Respective Bodies Corporate; or |
| |
|
|
| |
(D) |
take
any other action which the Company Group or any Related Body Corporate of the Company Group is required to take under any Tax Law;
or |
| |
(v) |
to
the extent that an amount has been included as a provision, allowance, reserve or accrual in the Accounts or the 30 June 2023 accounts
of the Companies. |
| 7.6 |
Notification
of Warranty Breaches |
The
Vendor and the Warrantor must promptly notify the Purchaser if at any time after the Execution Date they become aware that:
| |
(a) |
a
Vendor Warranty has ceased to be true; or |
| |
|
|
| |
(b) |
an
act or event has occurred that would or might reasonably be expected to result in a Vendor Warranty ceasing to be true if it were
repeated immediately at Settlement, |
and
must also provide the Purchaser with details of that fact which are known to the Vendor or the Warrantor.
| 7.7 |
Undertaking
not to make Claims |
The
Vendor and the Warrantor undertake to the Purchaser and any current or former director, officer or employee of the Purchaser who was
at the Execution Date a director, officer or employee of the Company Group Member (Officer) that they shall not make a Claim or
demand against any Officer in respect of any matter arising in connection with this Agreement including any breach of a Vendor Warranty.
| 8. |
QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
| |
(a) |
The
Purchaser cannot make a Warranty Claim and the Liability of the Vendor and the Warrantor are reduced or extinguished (as the case
may be) to the extent that the Warranty Claim (other than a Tax Claim) arises out of any facts, matters or circumstances Fairly Disclosed
in this Agreement or the Due Diligence Materials. |
| |
|
|
| |
(b) |
For
the purposes of this Agreement, a fact, matter or circumstance is “Fairly Disclosed” if sufficient information has been
disclosed that a sophisticated investor, experienced in transactions of the nature of the Transaction, familiar with the Business
and advised by professional accounting and legal advisors, would be aware of the substance of the information and would be aware
of the nature of the Vendor Warranty. |
| |
|
|
| |
(c) |
The
Vendor’s and the Warrantor’s liability for any Warranty Claim is reduced or extinguished (as the case may be) to the
extent that the matter giving rise to the Claim is taken to be disclosed under this clause 8.1. |
| 8.2 |
Meaning
of Vendor’s and Warrantors Knowledge |
Where
any Vendor Warranty is qualified by the expression “so far as the Vendor and the Warrantor are aware” or “to the best
of the Vendor’s and the Warrantor’s knowledge, information and belief” or any similar expression, the Vendor and the
Warrantor will be deemed to know or be aware of a particular fact, matter or circumstance if a director or officer of a Company Group
Member is aware of that fact, matter or circumstance on the date the Vendor Warranty is given.
The
Vendor’s and the Warrantor’s total aggregate maximum liability for a breach of a Vendor Warranty is limited to AUD$1,500,000.
| 8.4 |
Qualifications
to the Vendor Warranties |
The
Vendor or the Warrantor are not liable under any Claim for a breach of a Vendor Warranty, or under an indemnity given under this Agreement,
unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
| |
(a) |
exceeds
USD$35,000; and |
| |
|
|
| |
(b) |
either
alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims exceeds USD$350,000. |
The
Vendor and the Warrantor are not liable for a breach of a Vendor Warranty and have no Liability in relation to a Warranty Claim unless:
| |
(a) |
in
the case of a Tax Claim, the Purchaser has given written notice of the Tax Claim to the Warrantor under clause 8.9 on or before the
date that is 7 years after Settlement; |
| |
|
|
| |
(b) |
in
the case of a Warranty Claim other than a Tax Claim, the Purchaser has given written notice of the Warranty Claim to the Warrantor
under clause 8.9 on or before the date that is 2 years after Settlement; and |
| |
|
|
| |
(c) |
in
either case, the Warranty Claim has been settled or legal proceedings in a court of competent jurisdiction in respect of such Warranty
Claim have been properly issued and served on the Vendor within 12 months of such Warranty Claim being notified by the Purchaser
to the Warrantor under clause 8.9. |
Notwithstanding
any other provision in this Agreement, the Vendor and the Vendor will not in any circumstances be liable to the Purchaser or any other
person for any Consequential Loss in relation to this Agreement or any transaction contemplated by this Agreement.
| 8.7 |
No
representation or implied warranty |
The
Purchaser acknowledges and agrees with the Vendor and the Warrantor that:
| |
(a) |
the
Vendor Warranties are the only warranties that the Purchaser requires, and on which the Purchaser has relied, in entering into this
Agreement; |
| |
|
|
| |
(b) |
for
the avoidance of doubt, no warranty or representation, expressed or implied, is given in relation to any expression or statement
of intention, opinion, belief or expectation nor any forecast, forward looking statement, budget, projection or any fiscal or economic
matters contained or referred to in the Due Diligence Materials; |
| |
|
|
| |
(c) |
the
Vendor and the Warrantor make no representations or warranties, other than those contained in this Agreement; and |
| |
|
|
| |
(d) |
the
Purchaser does not rely on any representation or warranty, whether express or implied, made by or on behalf of the Vendor, other
than the Vendor Warranties and must not make any Claim asserting reliance on any representation or warranty, other than the Vendor
Warranties (or under the indemnity in clause 7.4). |
| 8.8 |
Other
limits on Claims |
The
Purchaser cannot make a Warranty Claim, and the liability of the Vendor and the Warrantor in respect of any Warranty Claim is reduced
or extinguished (as the case may be) to the extent that:
| |
(a) |
The
Warranty Claim is made good, offset (including as a result of expenditure being tax deductible or amounts being treated as non- assessable,
in prior years or future years) or compensated for by any other means to the Purchaser or the Companies (including, without limitation,
under a policy of insurance); |
| |
|
|
| |
(b) |
the
Warranty Claim results from any act or omission before Settlement carried out or omitted by or on behalf of the Purchaser or any
Purchaser Group Member (other than the Companies) or at any of their direction; |
| |
|
|
| |
(c) |
it
is caused by, or contributed to by, any act, omission, transaction or arrangement implementing, or permitted by, the terms of this
agreement or of any other agreement, transaction or arrangement contemplated by it; |
| |
|
|
| |
(d) |
the
Warranty Claim is attributable to any change after Settlement in the accounting policies or practices used in preparing the accounts
of the Companies or it arises from application by the Companies of accounting policies or practices inconsistently with their application
before Settlement; |
| |
|
|
| |
(e) |
the
matter giving rise to the Claim is remediable and, within 30 Business Days of receiving written notice of the Claim in accordance
with clause 8.9, the Vendor remedies the matter; |
| |
|
|
| |
(f) |
the
Loss is Consequential Loss; |
| |
|
|
| |
(g) |
the
Warranty Claim arises out of or is increased as a result of an act or omission by or on behalf of the Vendor or the Companies, the
details of which have been fairly disclosed to the Purchaser in writing and where the Purchaser has subsequently provided its written
consent to that act or omission; |
| |
|
|
| |
(h) |
the
Warranty Claim relates to a liability that is contingent, unless and until the liability becomes an actual liability and is due and
payable; |
| |
|
|
| |
(i) |
the
Loss has been recovered by the Purchaser under another Claim; |
| |
|
|
| |
(j) |
the
Loss is recovered or recoverable by the Purchaser (or by the Companies after Settlement) from a person other than the Vendor whether
by way of contract, indemnity, under an insurance policy or otherwise (and the Purchaser agrees to use, and to procure that the Companies
use, all reasonable endeavours to recover such Loss); |
| |
|
|
| |
(k) |
the
Warranty Claim would not have arisen but for a change in ownership of the Companies, or a restructure of the Business, on or after
Settlement; |
| |
|
|
| |
(l) |
the
Warranty Claim (other than a Tax Claim) arises out of a fact, matter or circumstance that is within the actual knowledge of the Purchaser
or its Representatives at the Execution Date or Settlement (as applicable); |
| |
(m) |
the
Warranty Claim arises as a result of or in consequence of anything done at the written request of the Purchaser; |
| |
|
|
| |
(n) |
a
provision, allowance, reserve or accrual has been made in the Accounts or the 30 June 2023 accounts of the Companies; |
| |
|
|
| |
(o) |
the
Liability suffered arises out of or is relating to an opinion, estimate, projection, business plan, budget or forecast; or |
| |
|
|
| |
(p) |
the
Warranty Claim occurs as a result of a change after the Execution Date in any: |
| |
(i) |
law;
or |
| |
|
|
| |
(ii) |
policy
of any Governmental Authority, |
including
changes that have retrospective effect (in each case except where such change was publicly announced prior to the Execution Date).
| 8.9 |
Notice
of potential Claim |
If
the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Warranty Claim it must notify the Warrantor
in writing, within 10 Business Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the
fact, matter or thing relied on as giving rise to the Warranty Claim, the Vendor Warranty that is the subject of the Warranty Claim (if
applicable) and all relevant details of the Warranty Claim in so far as they are available to the Purchaser.
| 8.10 |
Conduct
of Third Party Claims |
| |
(a) |
The
Warrantor may within 20 Business Days from the date of time receipt of a Claim Notice (or if the Warrantor becomes aware by any other
means of a Third Party Claim) elect by written notice given to the Purchaser to: |
| |
(i) |
take
over the conduct of the Third Party Claim; and |
| |
|
|
| |
(ii) |
take
such actions as the Warrantor may decide about the Third Party Claim, including to negotiate, defend or settle the Third Party Claim
and to recover costs incurred as a consequence of the Third Party Claim from any person. |
| |
(b) |
Where
the Warrantor takes over the conduct and/or defence of any Third Party Claim under this clause 8.10, the Warrantor must: |
| |
(i) |
afford
the Purchaser the opportunity to consult with the Warrantor on all matters of significance for the goodwill of the Business; and |
| |
|
|
| |
(ii) |
at
reasonable and regular intervals provide the Purchaser with written reports concerning the conduct, negotiation, control, defence
and outcome or settlement of the Third Party Claim. |
| |
(c) |
The
Purchaser must take, and must procure that the relevant Company Group Member takes, all steps necessary to allow the Warrantor to
conduct a Third Party Claim under this clause 8.10 including to: |
| |
(i) |
take
all action and render all assistance reasonably requested by the Warrantor in connection with its conduct of the Third Party Claim; |
| |
|
|
| |
(ii) |
not
admit liability for, negotiate, enter into any agreement about, settle or compromise the Third Party Claim without the Warrantor’s
prior written consent; |
| |
|
|
| |
(iii) |
allow
the Warrantor to negotiate, enter into any agreement about, settle or compromise the Third Party Claim as the Warrantor consider
appropriate; and |
| |
|
|
| |
(iv) |
provide
the Warrantor with access to (with the right to take copies) and make available to the Warrantor all relevant personnel, relevant
documents, books and records reasonably required for the purpose of the conduct of any Third Party Claim. |
| |
(d) |
For
as long as the Warrantor have not elected to take over the conduct or defence of a Third Party Claim under clause 8.10: |
| |
(i) |
the
Purchaser may take such actions as the Purchaser may decide about the Third Party Claim, including to negotiate, defend and/or settle
the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim from any person; |
| |
|
|
| |
(ii) |
the
Purchaser must at reasonable and regular intervals provide the Warrantor with written reports concerning the conduct, negotiation,
control, defence and/or outcome or settlement of the Third Party Claim and must not settle the Third Party Claim without the prior
approval of the Warrantor (which must not be unreasonably withheld); |
| |
|
|
| |
(iii) |
the
Purchaser must afford the Warrantor the opportunity to consult with the Purchaser on matters of significance in relation to the conduct,
negotiation and settlement of the Third Party Claim; and |
| |
|
|
| |
(iv) |
the
Warrantor must render to the Purchaser, at the Purchaser’s expense, all such assistance as the Purchaser may reasonably require
in disputing any Third Party Claim. |
| 8.11 |
Reimbursement
if subsequent recovery from third parties |
| |
(a) |
Where
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) is at any time entitled to recover from another
person any sum for a matter giving rise to a Warranty Claim, the Purchaser must (and, if relevant, must procure that its concerned
Affiliate must) take all reasonable steps to enforce that recovery before taking action against the Vendor or the Warrantor. If the
Purchaser or any Affiliate of the Purchaser (including a Company Group Member) recovers an amount from that other person, the amount
of the Warranty Claim against the Vendor and the Warrantor will be reduced by the amount recovered. |
| |
(b) |
If
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) receives any payment from or on behalf of the
Vendor or the Warrantor for any Warranty Claim (Vendor Payment) and any of the Purchaser, any Affiliate of the Purchaser or
a Company Group Member subsequently recovers any amount from any Third Party (including under a Third Party Claim) for anything relating
to that Warranty Claim (Recovered Amount), the Purchaser must as soon as reasonably practicable: |
| |
(i) |
notify
the Warrantor of the Recovered Amount; and |
| |
|
|
| |
(ii) |
pay
the Warrantor an amount equal to the lesser of: |
| |
(A) |
the
Recovered Amount less any Tax payable on those amounts, any reasonable costs and expenses incurred by the Purchaser, any Affiliate
of the Purchaser or the Company Group Member (as the case may be) in making that recovery; and |
| |
|
|
| |
(B) |
the
Vendor Payment. |
| 8.12 |
Mitigation
of losses |
| |
(a) |
On
and after Settlement, the Purchaser must not omit to take, and must not omit to procure that each Company Group Member takes, any
reasonable action (to the extent required under the principals which apply in respect of common law contractual damages Claims (even
though the Warranty Claim may be an indemnity claim)) that would mitigate any Liability or potential Liability of the Vendor for
a Warranty Claim including by omitting to seek recovery or compensation by other means if it is available, provided that this does
not require the Purchaser to do, or omit to do, anything which may prejudice its ability, or the ability of any Company Group Member,
to recover under any available insurance. |
| |
|
|
| |
(b) |
If
the Purchaser fails to comply with clause 8.12(a) and compliance with that clause would have mitigated any Liability, the Vendor
are not liable for the amount by which the Liability would have been reduced by such compliance. |
| 8.13 |
Purchaser
acknowledgements |
The
Purchaser acknowledges, agrees and represents that:
| |
(a) |
the
disclosure of any matter in the Due Diligence Materials does not constitute or imply any warranty, representation, statement, covenant,
agreement, indemnity or undertaking not expressly given by the Vendor or the Warrantor in this Agreement and the contents of the
Due Diligence Materials do not have the effect of extending the scope of any of the Vendor Warranties or the other provisions of
this Agreement; and |
| |
|
|
| |
(b) |
any
Claim by the Purchaser against the Vendor or the Warrantor must be based solely on and limited to the express provisions of this
Agreement and that, to the maximum extent permitted by law, all terms and conditions that may be implied by law in any jurisdiction
and which are not expressly set out in this Agreement are excluded (and to the extent that any of those terms and conditions cannot
be excluded then the Purchaser irrevocably waives all rights and remedies that it may have, and releases the Vendor and the Warrantor
from any Liability, under those terms and conditions). |
The
Purchaser will not be entitled to recover damages or obtain payment, reimbursement or restitution more than once for the same Liability
or breach of this Agreement.
| 8.15 |
Independent
limitations |
Each
qualification and limitation in this clause 8 is to be construed independently of the others and is not limited by any other qualification
or limitation.
| 8.16 |
Reduction
of Consideration |
| |
(a) |
Any
monetary compensation received by the Purchaser as a result of any breach by the Vendor of any Vendor Warranty or as a result of
any Claims under any guarantee or indemnity granted in favour of the Purchaser under this Agreement shall be in reduction of the
Consideration. |
| |
|
|
| |
(b) |
Any
payment (including a reimbursement) made by the Purchaser to the Vendor in respect of any Claim will be an increase of the Consideration. |
| 8.17 |
Tax
effect of Claims |
If
a Party (Payor) is liable to pay an amount to another Party (Recipient) in respect of a Claim and that payment is treated
as income under the Tax Law such that the payment increases the income tax payable by the Recipient, or the Head Company of any consolidated
group of which the Recipient is a member (collectively the Recipient Group) under the Tax Law, then the payment must be grossed-up
by such amount as is necessary to ensure that the net amount retained by the Recipient Group after deduction of Tax or payment of the
increased income tax equals the amount the Recipient Group would have retained had the Tax or increased income tax not been payable.
In
assessing any Loss recoverable by the Purchaser as a result of any Claim, there must be taken into account any benefit accruing to the
Purchaser or the Companies (including any amount of any relief, allowance, exemption, exclusion, set-off, deduction, loss, rebate, refund,
right to repayment or credit granted or available in respect of a Tax or Duty under any law obtained or obtainable by the Purchaser or
the Companies and any amount by which any Tax or Duty for which the Purchaser or the Companies are or may be liable to be assessed or
accountable is reduced or extinguished), arising directly or indirectly from the matter that gives rise to that Claim.
| |
(a) |
It
is the parties’ intention that the Purchaser’s sole remedy against the Vendor in respect of any Claim will be as set
out in this agreement. |
| |
|
|
| |
(b) |
The
Purchaser must not, and must procure that each Purchaser’s Group Member does not, make a Claim which the Purchaser would not
be entitled to make under this agreement or which is otherwise inconsistent with the Purchaser’s entitlement to make a Claim
under this agreement and the Purchaser acknowledges that to do so would be to seek to circumvent the parties’ intention expressed
in clause 8.19(a). |
| |
(c) |
To
the extent that the Purchaser’s right to make a Claim under or in connection with this agreement is limited or excluded by
this clause 8.19, the Claim and the liability of the Vendor is, to the extent permitted by applicable law, absolutely barred, and
the Purchaser and the Purchaser’s Group must not make such a Claim against the Vendor. |
| 9. |
WARRANTIES
BY THE PURCHASER |
The
Purchaser represents and warrants that each of the Purchaser Warranties are true and accurate on the Execution Date and immediately before
Settlement.
| 9.2 |
Independent
Warranties |
Each
of the Purchaser Warranties is to be construed independently of the others and is not limited by reference to any other Purchaser Warranty.
The
Purchaser acknowledges that the Vendor has entered into this Agreement and will complete this Agreement in reliance on the Purchaser
Warranties.
If
any party (Trustee) enters into this Agreement in the capacity as trustee of any trust (Trust) under any trust deed, deed
of settlement or other instrument (Trust Deed), and whether or not any other party has notice of the Trust, then the Trustee enters
into this agreement both as trustee of the Trust and in its personal capacity.
| 10.2 |
Trustee’s
warranties |
The
Trustee represents and warrants that:
| |
(a) |
it
is the only trustee of the Trust and no action has been taken or is proposed to remove it as trustee of the Trust; |
| |
|
|
| |
(b) |
the
Trustee has power under the Trust Deed and, in the case of a corporation, under its constitution, to enter into and execute this
Agreement and to perform the obligations imposed under this Agreement as trustee; |
| |
|
|
| |
(c) |
all
necessary resolutions have been passed as required by the Trust Deed and, in the case of a corporate Trustee, by its constitution,
in order to make this agreement fully binding on the Trustee; |
| |
|
|
| |
(d) |
the
execution of this Agreement is for the benefit of the beneficiaries of the Trust; |
| |
|
|
| |
(e) |
the
Trustee is not, and has never been, in default under the Trust Deed; |
| |
|
|
| |
(f) |
it
has a right to be fully indemnified out of the Trust assets in respect of obligations incurred by it under this Agreement and the
assets of the Trust are sufficient to satisfy that right of indemnity; |
| |
(g) |
there
is not now, and the Trustee will not do anything by virtue of which there will be in the future, any restriction or limitation on
the right of the Trustee to be indemnified out of the assets of the Trust; and |
| |
|
|
| |
(h) |
there
is no material fact or circumstance relating to the assets, matters or affairs of the Trust that might, if disclosed, be expected
to affect the decision of the other Parties, acting reasonably, to enter into this Agreement. |
| 11. |
CONDUCT
AFTER SETTLEMENT |
| 11.1 |
Appointment
of proxy |
From
Settlement until the Vendor Shares are registered in the name of the Purchaser, the Vendor must:
| |
(a) |
appoint
the Purchaser as the sole proxy of the holders of the Vendor Shares to attend shareholders’ meetings and exercise the votes
attaching to the Vendor Shares; |
| |
|
|
| |
(b) |
not
attend and vote at any shareholders’ meetings; and |
| |
|
|
| |
(c) |
take
all other actions in capacity of a registered holder of the Vendor Shares as the Purchaser directs. |
| |
(a) |
The
Purchaser must ensure that all Records in respect of the period ending on the Settlement Date are preserved and accessible until
the later of: |
| |
(i) |
seven
years from the Settlement Date; and |
| |
|
|
| |
(ii) |
any
date required by any Statute. |
| |
(b) |
The
Vendor may retain after Settlement copies of any Records and to the extent not retained, the Purchaser must at all reasonable times,
upon the Vendor giving reasonable notice, grant to the Vendor or any of their Representatives access to the Records during normal
business hours and the right to take copies of the Records (at the Vendor’s cost): |
| |
(i) |
that
are, or are reasonably likely to be, relevant to any investigation by a Governmental Authority or any litigation that is actual,
pending or threatened at Settlement or relates to the period prior to Settlement; |
| |
|
|
| |
(ii) |
for
the purpose of dealing with the accounting, Tax, financial or insurance affairs of the Vendor or any Affiliate of the Vendor; |
| |
|
|
| |
(iii) |
necessary
for the Vendor or any Affiliate of the Vendor to comply with any Statute (including any applicable Tax Law) and for the purpose of
assisting the Vendor to prepare Tax or other returns, accounts or other financial statements required of the Vendor or any Affiliate
of the Vendor by law or any other regulatory requirements of any Governmental Authority; or |
| |
|
|
| |
(iv) |
reasonably
required for the purpose of the Vendor complying with its obligations or exercising their rights under this Agreement. |
| 12.1 |
Terms
to remain confidential |
Each
Party is to keep confidential the terms of this Agreement, and any other Confidential Information obtained in the course of furthering
this Agreement, or during the negotiations preceding this Agreement, and is not to disclose it to any person except:
| |
(a) |
to
employees, legal advisers, auditors and other consultants requiring the information for the purposes of this Agreement; |
| |
|
|
| |
(b) |
with
the written consent of the other Parties; |
| |
|
|
| |
(c) |
if
the information is, at the Execution Date, lawfully in the possession of the recipient of the information through sources other than
any of the other Parties; |
| |
|
|
| |
(d) |
if
required by law or a stock exchange; |
| |
|
|
| |
(e) |
if
strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
| |
|
|
| |
(f) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
| |
(g) |
to
a financier or prospective financier (or its advisers) of a Party. |
| 12.2 |
Disclosure
of Information |
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving Confidential Information
from it do not disclose the information except in the circumstances permitted in clause 12.1.
| 12.3 |
Public
announcements |
A
Party may not make any public announcement relating to this Agreement (including the fact that the Parties have executed this Agreement)
unless the other Parties have consented to the announcement, including the form and content of that disclosure, which consent must not
be unreasonably withheld, unless the announcement would be permitted under the exemption in clause 12.1(f).
| 12.4 |
Obligations
continuing |
The
obligations under this clause 12 contain obligations, separate and independent from the other obligations of the Parties and remain in
existence following Settlement or any termination of this Agreement.
| 13. |
RESTRICTIONS
AGAINST COMPETITION |
| 13.1 |
Non
compete covenant |
The
Vendor and Warrantor covenant that, during the Restraint Period, they shall not, without the prior written consent of the Purchaser,
engage or be involved in (either directly or indirectly) a Restricted Business.
| 13.2 |
No
solicitation of customers |
The
Vendor and Warrantor covenant that, during the Restraint Period, they shall not approach (either solely or jointly with any other person
in any capacity whatsoever) any person whom the Vendor or Warrantor are aware is a customer of or client of any Company Group Member
at Settlement for the purpose of persuading that person to cease doing business with the Company Group Member or reduce the amount of
business that the customer or client would normally do with the Company Group Member.
| 13.3 |
No
acceptance of business |
The
Vendor and Warrantor covenant that they shall not accept from a person referred to in clause 13.2 any business of the kind ordinarily
forming part of the Restricted Business for the Restraint Period.
| 13.4 |
No
solicitation of employees or agents |
During
the period of 12 months from Settlement, the Vendor and Warrantor must not approach or solicit any person who is or has been a director,
manager, employee of or consultant to the Company Group who is or may be likely to be in possession of any confidential information or
trade secrets relating to the business of:
| |
(a) |
the
Company Group; or |
| |
|
|
| |
(b) |
the
Company Group’s customers, |
for
the purpose of recruiting that person.
| 13.5 |
Restraints
reasonable |
| |
(a) |
The
Vendor and Warrantor acknowledge that all the prohibitions and restrictions contained in this clause 13 are reasonable in the circumstances
and necessary to protect the goodwill of the Business as at the Settlement Date, and intend the restraints to operate to the maximum
extent. |
| |
|
|
| |
(b) |
If
these restraints: |
| |
(i) |
are
void as unreasonable for the protection of the Company Group’s interests; or |
| |
|
|
| |
(ii) |
would
be valid if part of the wording was deleted or the period or area was reduced, |
the
restraints will apply with the modifications necessary to make them effective.
If
any part of an undertaking in this clause 13 is unenforceable it may be severed without affecting the remaining enforceability of that
or the other undertakings.
In
this clause 13:
| |
(a) |
Restraint
Area means the larger of: |
| |
(i) |
Perth,
Sydney, Melbourne, Brisbane, Adelaide, Canberra, Hobart and Darwin; |
| |
|
|
| |
(ii) |
Western
Australia, New South Wales, Victoria , Queensland, South Australia, Australian Capital Territory, Tasmania and Northern Territory; |
| |
|
|
| |
(iii) |
Australia;
and |
| |
|
|
| |
(iv) |
The
United States of America; |
| |
(b) |
Restraint
Period means the period from Settlement up to the expiration of: |
| |
(i) |
3
years from the Settlement Date; |
| |
|
|
| |
(ii) |
2
years from the Settlement Date; |
| |
|
|
| |
(iii) |
1
year from the Settlement Date; and |
| |
|
|
| |
(iv) |
6
months from the Settlement Date. |
| |
(c) |
Restricted
Business means any business that: |
| |
(i) |
is
the same or substantially the same as the Business; or |
| |
|
|
| |
(ii) |
competes
in the Restricted Area with the Business. |
| 13.8 |
Application
of Restraint of Trade |
The
agreements by the Vendor and Warrantor in clauses 13.1, 13.2, 13.3 and 13.4 applies to them acting:
| |
(a) |
either
alone or in partnership or association with another person; |
| |
|
|
| |
(b) |
as
principal, agent, representative, director, officer or employee; |
| |
|
|
| |
(c) |
as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| |
|
|
| |
(d) |
as
trustee of or as a consultant or adviser to any person. |
This
clause 13 does not restrict the Vendor or Warrantor from:
| |
(a) |
any
act required or anticipated by this Agreement, or any act otherwise undertaken with the prior written consent of the Purchaser; or |
| |
|
|
| |
(b) |
the
Vendor, Warrantor or any of their Affiliates acquiring an interest in any company which is listed on a recognised stock exchange
in circumstances where its voting power (as that term is defined in the Corporations Act) in the relevant company does not exceed
5%. |
| 14. |
NOTICES
AND OTHER COMMUNICATIONS |
A
notice, demand, consent, approval or communication under this Agreement (Notice) must be:
| |
(a) |
in
writing, in English and signed by a person duly authorised by the sender; and |
| |
|
|
| |
(b) |
hand
delivered or sent by prepaid post, courier or means of an electronic communication to the recipient’s address for Notices specified
in clause 14.2, as varied by any Notice given by the recipient to the sender. |
The
initial address of the Parties shall be as follows:
| |
Address: |
|
283
Rokeby Road, Subiaco WA 6008 |
|
| |
Email: |
|
info@Vegaglobal.ai |
|
| |
For
the attention of: |
|
Jay
Stephenson |
|
| |
(b) |
to
the Vendor, the Companies and the Warrantor at: |
| |
Address: |
|
Level
1, 29 Jardine Street, Kingston ACT 2604 |
|
| |
Email: |
|
nisus@Nisus.com.au |
|
| |
For
the attention of: |
|
Xiaolong
(Sean) Ni |
|
The
email addresses in this clause 14.2 are deemed to be the Nominated Email Address for each of the Parties.
| 14.3 |
Electronic
Communications |
Notices
may be delivered using a form of electronic communication or if a Party (the Notifying Party) gives a Notice to the other Parties
stating that electronic communications is no longer an accepted form of communication for Notices addressed to the Notifying Party.
| 14.4 |
Effective
on receipt |
A
Notice given in accordance with clause 14.1 takes effect when taken to be received (or at a later time specified in the Notice), and
is taken to be received:
| |
(a) |
if
hand delivered, on delivery; |
| |
|
|
| |
(b) |
if
sent by prepaid post, on the second Business Day after the date of posting (or on the eighth Business Day after the date of posting
if posted to or from a place outside Australia); |
| |
|
|
| |
(c) |
if
sent by courier, on the date of delivery (as stated in the consignment tracking advice obtained from the courier company); |
| |
(d) |
if
sent by electronic communication, when the electronic communication becomes capable of being retrieved by the addressee at the addressee’s
Nominated Electronic Address, |
but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee’s time) on a Business Day, the
Notice is taken to be received at 9.00am (addressee’s time) on the next Business Day.
If
a dispute arises in connection with this Agreement, a Party to the dispute must give to the other Parties a dispute notice specifying
the dispute and requiring its resolution under this clause 15 (Notice of Dispute).
| 15.2 |
Failure
to resolve dispute |
If
the dispute the subject of the Notice of Dispute is not resolved within 7 days of the Notice of Dispute being given to the other Parties
(Notice Period), the dispute is, by reason of this clause, submitted to mediation. The mediation must be conducted in Perth, Western
Australia. The Institute of Arbitrators & Mediators Australia Expedited Commercial Arbitration Rules (dated 13 August 1999) (Rules)
apply to the mediation to the extent that such Rules do not conflict with this clause 15.
| 15.3 |
Appointment
of mediator |
If
the Parties have not agreed upon the mediator and/or the mediator’s remuneration within 7 days after the Notice Period expires,
then, to the extent that there is no agreement between the Parties:
| |
(a) |
the
mediator will be the person appointed by; and |
| |
|
|
| |
(b) |
the
remuneration of the mediator will be the amount or rate determined by, |
the
President of the Law Society of Western Australia or the President’s nominee, acting on the request of either
Party.
If
a dispute, the subject of a Notice of Dispute, is not settled by mediation within 28 days of the date of appointment of the mediator,
a Party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
| 15.5 |
Injunctive
declaratory or other interlocutory relief |
Nothing
in this clause 15 prevents a Party from obtaining injunctive, declaratory or other interlocutory relief from any court of competent jurisdiction
at any time.
| |
(a) |
Notwithstanding
any provision in this Agreement, this clause 16 covers the GST liabilities of the Parties in relation to a Taxable Supply made by
one Party under this Agreement (the Provider) to the other Party under this Agreement (the Recipient). |
| |
|
|
| |
(b) |
The
Recipient must pay to the Provider the amount equal to the amount of any GST the Provider is liable to pay on any Taxable Supply
made by the Provider under this Agreement (Provider’s Taxable Supply). |
| |
|
|
| |
(c) |
The
Recipient must pay the Provider the amount in respect of GST the Recipient is liable to pay on each Provider’s Taxable Supply
at the same time and in the same manner as the Recipient is obliged to pay for the Provider’s Taxable Supply provided that
the Recipient may withhold payment of any amount in respect of GST until the Provider issues the Recipient with a valid Invoice covering
the relevant Taxable Supply. |
| |
|
|
| |
(d) |
Unless
specific reference is made, the price for each Provider’s Taxable Supply provided for by this Agreement does not include GST. |
If
GST is payable, or notionally payable, on a supply made under or in connection with this Agreement, the Party providing the consideration
for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply
(the GST Amount). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration
for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to the
GST inclusive or the supply is subject to reverse charge.
| 17.2 |
Liability
net of GST |
Where
any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced
by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
If
an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST Amount will be recalculated
to reflect that adjustment and an appropriate payment will be made between the Parties.
This
clause will not merge upon Settlement and will continue to apply after the expiration or termination of this Agreement.
Unless
the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the
GST Act) will have the same meaning in this clause.
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory
to that Party) required by law or reasonably requested by the other Parties to give effect to this Agreement.
All
Duty assessed on or in respect of this Agreement shall be paid by the Purchaser.
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement.
This
Agreement may only be amended in writing signed by each of the Parties.
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent
of the other Parties.
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement.
Unless
this Agreement expressly provides otherwise, a consent under this Agreement may be given or withheld in the absolute discretion of the
Party entitled to give the consent and to be effective must be given in writing.
Without
limiting any other provision of this Agreement, the Parties agree that:
| |
(a) |
failure
to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy
provided by law or under this Agreement by a Party does not preclude, or operate as a waiver of, the exercise or enforcement, or
further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement; |
| |
|
|
| |
(b) |
a
waiver given by a Party under this Agreement is only effective and binding on that Party if it is given or confirmed in writing by
that Party; and |
| |
|
|
| |
(c) |
no
waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term
of this Agreement. |
The
rights and obligations of the Parties under this Agreement do not merge on Settlement of any transaction contemplated by this Agreement.
The
provisions of this Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted
substitutes and assigns and (where applicable) legal personal representatives.
| |
(a) |
Each
indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the Parties, and survives
termination, completion or expiration of this Agreement. |
| |
|
|
| |
(b) |
It
is not necessary for a Party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement. |
This
Agreement constitutes the entire understanding of the Parties with respect to the subject matter and replaces all other agreements (whether
written or oral) between the Parties.
| 18.12 |
No
Representation or Reliance |
| |
(a) |
Each
Party acknowledges that no Party (nor any person acting on its behalf) has made any representation or other inducement to it to enter
into this Agreement, except for representations or inducements expressly set out in this Agreement. |
| |
|
|
| |
(b) |
Each
Party acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or other inducement
by or on behalf of any other Party, except for any representation or inducement expressly set out in this Agreement. |
| |
(a) |
This
Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. |
| |
|
|
| |
(b) |
To
the extent permitted by law, a counterpart of this Agreement may be executed electronically, including by using software or a platform
for the electronic execution of contracts. |
| |
|
|
| |
(c) |
Signatures
by electronic communication are taken to be valid and binding to the same extent as original signatures. A print out of the executed
Agreement once all parties signing electronically have done so, will be an executed original counterpart of this Agreement, irrespective
of which Party prints it. |
| |
|
|
| |
(d) |
Each
Party that signs this Agreement electronically represents and warrants that it or anyone signing on its behalf: |
| |
(i) |
has
been duly authorised to enter into and execute this Agreement electronically and to create obligations that are valid and binding
obligations on the Party; and |
| |
|
|
| |
(ii) |
has
the position or title indicated under their electronic signature. |
| 19. |
GOVERNING
LAW AND JURISDICTION |
| |
(a) |
Each
Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia, and the courts competent to determine
appeals from those courts, with respect to any proceedings which may be brought at any time relating to this Agreement. |
| |
|
|
| |
(b) |
Each
Party also irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may
now or in the future have that any proceedings have been brought in an inconvenient forum, where the venue falls within clause 19.1(a). |
This
Agreement is governed by and will be construed in accordance with the laws of Western Australia.
| EXECUTED
by the Parties as an Agreement. |
|
|
|
|
| |
|
|
|
|
| EXECUTED
by |
|
) |
|
|
| VEGA
GLOBAL TECHNOLOGIES LIMITED |
|
) |
|
|
| ACN
667 154 261 |
|
) |
|
|
| in
accordance with section 127 of the |
|
) |
|
|
| Corporations
Act 2001 (Cth): |
|
|
|
|
| /s/
Jay Stephenson |
|
/s/
Natraj Balasubramanian |
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Jay
Stephenson |
|
Natraj
Balasubramanian |
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
| EXECUTED
by |
|
) |
|
|
| NI
FAMILY INVESTMENTS PTY LTD |
|
)
|
|
|
| ACN
646 684 237 AS TRUSTEE FOR THE NI ) FAMILY TRUST |
|
) |
|
|
| in
accordance with section 127 of the Corporations Act 2001 (Cth): |
|
|
|
|
| /s/
Xiaolong Ni |
|
/s/
Yongli Su |
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Xiaolong
Ni |
|
Yongli
Su |
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
| EXECUTED
by |
|
) |
|
|
| NISUS
AUSTRALIA PTY LTD |
|
) |
|
|
| ACN
622 344 218 |
|
) |
|
|
| in
accordance with section 127 of the |
|
) |
|
|
| Corporations
Act 2001 (Cth): |
|
|
|
|
| /s/
Xiaolong Ni |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Xiaolong
Ni |
|
|
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
| SIGNED
by XIAOLONG NI in the presence |
|
)
|
|
|
| of: |
|
) |
|
|
| /s/
Jay Stephenson |
|
Xialong
Ni |
| Signature
of witness |
|
Signature |
| |
|
|
| Jay
Stephenson |
|
|
| Name
of witness |
|
|
| EXECUTED
by |
|
) |
|
|
| NISUS
PAYROLL PTY LTD ACN 627 265 909 |
|
) |
|
|
| in
accordance with section 127 of the |
|
) |
|
|
| Corporations
Act 2001 (Cth): |
|
) |
|
|
| /s/ Xiaolong Ni |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Xiaolong
Ni |
|
|
| Name
of director |
|
Name
of director/company secretary* |
| EXECUTED
by BRAIIN LIMITED |
|
) |
|
|
| ACN
660 713 093 |
|
) |
|
|
| in
accordance with section 127 of the |
|
) |
|
|
| Corporations
Act 2001 (Cth): |
|
) |
|
|
| /s/
Jay Stephenson |
|
/s/
Natraj Balasubramanian |
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Jay
Stephenson |
|
Natraj
Balasubramanian |
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
SCHEDULE
1 – VENDOR WARRANTIES
| 1. | OWNERSHIP
AND STRUCTURE |
| 1.1 | Ownership
of the Shares |
| (a) | The
Vendor Shares comprise 100% of the issued share capital of the Companies. |
| (b) | The
Vendor is the registered holders of 100% of the Vendor Shares, which are free of any Encumbrance. |
| (c) | The
Vendor is authorised to sell, assign and transfer the full legal and beneficial ownership
of the Vendor Shares to the Purchaser on the terms set out in this Agreement (without restriction). |
| (d) | The
Vendor Shares are fully paid up and have been duly issued and allotted. |
No
person is entitled or has claimed to be entitled, to require any Company Group Member to issue any share capital either now or at any
future date (whether contingently or not). There are no agreements in force under which any person is or may be entitled to, or has the
right to call for the issue of, any shares in any Company Group Member or securities convertible into or exchangeable for shares in any
Company Group Member. No Company Group Member has given, granted or agreed to grant any option or right (whether contingent or not) in
respect of its unissued shares.
| 1.3 | No
Encumbrances or other arrangements |
No
Company Group Member:
| (a) | is
the holder or beneficial owner of any shares or other capital in any body corporate (wherever
incorporated); |
| (b) | is
a member of any partnership or other unincorporated association (other than a recognised
trade association); or |
| (c) | has
any permanent establishment outside the country in which it is incorporated. |
The
Vendor has the full power and authority to enter into and perform its obligations under this Agreement.
| (a) | The
Vendor has taken all necessary action to authorise the execution, delivery and performance
of this Agreement in accordance with its terms. |
| (b) | The
Vendor has obtained all necessary shareholder approvals and regulatory approvals necessary
to lawfully complete the Transaction. |
| 2.3 | No
Event of Insolvency |
No
Event of Insolvency has occurred in relation to the Vendor, nor, so far as the Vendor are aware, is there any act which has occurred
or any omission made which may result in an Event of Insolvency occurring in relation to the Vendor.
The
entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Vendor does not constitute
a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking,
by which the Vendor are bound.
The
Vendor enter into and perform this Agreement on their own account and not as trustee for or nominee of any other person.
The
entry into and performance of this Agreement and all documentation executed pursuant to this Agreement:
| (a) | will
not relieve any person of any contractual or other obligation to any Company Group Member
or entitle any person to re-negotiate the terms or conditions of any such obligation; |
| (b) | does
not and will not conflict with, violate or result in a breach by any Company Group Member
or the occurrence of an event of default under any agreement or any law, undertaking to or
judgment or Court order; |
| (c) | will
not result in any indebtedness, present or future, of any Company Group Member becoming due
or capable or being declared due and payable before the stated maturity date; |
| (d) | will
not give rise to any contractual or other obligation of any Company Group Member to any person
or entitle any person to require the performance of or compliance with any existing contractual
or other obligation of any Company Group Member; and |
| (e) | will
not, of itself, entitle any person with whom any Company Group Member has a contract or arrangement
of any kind to terminate that contract or arrangement or to impose less favourable terms
on any Company Group Member. |
| 4.1 | Incorporation
and Corporate Power |
Each
Company Group Member:
| (a) | is
duly registered, has full corporate power to own its assets and to carry on its Business
as now conducted; |
| (b) | has
done everything necessary to do business lawfully in all jurisdictions in which its Business
is carried on; and |
| (c) | has
conducted the Business in compliance with the constitution or other constituent documents
of that Company Group Member. |
The
constitution of each Company Group Member to be delivered to the Purchaser at Settlement and signed by a director for the purpose of
identification is the present constitution of the relevant Company Group Member and is accurate and complete in all respects. All resolutions
affecting the constitution have been given to the Purchaser.
| 4.3 | Statutory
Books and Returns |
| (a) | The
register of shareholders, statutory books and other registers of the Company Group are up
to date and have been properly kept in accordance with all legal requirements. No notice
or allegation that any of them is incorrect or should be rectified has been received, and
all transfers recorded in the register have been properly stamped. |
| (b) | All
returns, resolutions and other documents which the Company Group is required by law to file
with or deliver to ASIC or the equivalent Governmental Authority have been correctly completed
and duly filed or delivered. |
| (c) | No
Company Group Member has received notice of any application or intended application for altering
its register of shareholders or any other register which it is required by law to maintain. |
| 4.4 | Officers
Duly Appointed |
All
of the directors and secretaries of the Company Group have been duly appointed in accordance with the Corporations Act.
The
Vendor will not permit the name of any Company Group Member to be changed before Settlement and have not permitted and will not permit
before Settlement any Company Group Member to consent to the adoption by any other person or company of a name similar to the name of
any Company Group Member.
| 5.1 | Preparation
and Accuracy of Accounts |
The
Accounts:
| (a) | disclose
a true and fair view of the state of the affairs, financial position and assets and liabilities
of the Company Group as at the Accounts Date, and are complete and accurate in all material
respects; |
| (b) | include
all such reserves and provisions for Tax as are adequate to cover all Tax liabilities (whether
or not assessed and whether actual, contingent, deferred or otherwise) of the Company Group
up to the Accounts Date; |
| (c) | contain
adequate provisions in respect of all other liabilities (whether actual, contingent, deferred
or otherwise) of the Company Group as at the Accounts Date and proper disclosure (in note
form) of any contingent or other liabilities not included or provided therein; and |
| (i) | in
accordance with the Corporations Act and the Accounting Standards applied on a consistent
basis and without making any revaluation of assets; |
| (ii) | in
the manner described in the notes to them and the accompanying
auditor’s opinion; and |
| (iii) | on
a consistent basis with the audited accounts for the previous financial year. |
| 5.2 | Period
Since Accounts Date |
Since
the Accounts Date, the Business has been conducted in all material respects in the ordinary and usual course of business other than for
the Transaction and:
| (a) | there
has not been any material change in the nature, amount, valuation or basis of valuation of
the assets or in the nature or amount of any liabilities of the Company Group; |
| (b) | so
far as the Vendor are aware, there has not arisen since the Accounts Date any item, transaction
or event of a material or unusual nature likely to have a Material Adverse Effect on the
operations or results or state of affairs of the Company Group; |
| (c) | no
amount has been acquired or disposed of, no liability has been incurred except in either
case in the ordinary course of business, and no contingent liability has been incurred by
any Company Group Member; |
| (d) | none
of the debts shown in the Accounts have been released or settled for an amount less than
that reflected for such debts in the Accounts (except in the ordinary course of the business); |
| (e) | all
dividends declared by the Company Group have been properly and validly declared and no dividends
have been declared by the Company since the Accounts Date, other than the Agreed Dividend; |
| (f) | no
Event of Insolvency has occurred in respect of any Company Group Member nor, as far as the
Vendor are aware, has any act occurred or any omission been made which may result in an Event
of Insolvency occurring in respect of any Company Group Member; |
| (g) | no
Prescribed Occurrence has occurred in respect of any Company Group Member nor has any act
occurred or any omission been made which may result in a Prescribed Occurrence occurring
in respect of any Company Group Member; and |
| (h) | there
has not been a material change in the remuneration or benefits paid to or given or expected
by the Officers of any Company Group Member. |
All
books of accounts and other records of any kind of the Company Group:
| (a) | have
been fully, properly and accurately kept on a consistent basis and completed in accordance
with: |
| (i) | proper
business and accounting practices; and |
| (ii) | (excluding
accounts, books, ledgers and other financial records) all applicable Statutes; |
| (b) | have
not had any material records or information removed from them; |
| (c) | do
not contain or reflect any material inaccuracies or discrepancies; |
| (d) | give
and reflect a true and fair view of the trading transactions, or the financial and contractual
position of the Company Group and of their assets and liabilities; and |
| (e) | are
in the possession of the Company Group. |
| 7. | CONTRACTS
AND COMMITMENTS |
Every
contract, instrument or other commitment to which any Company Group Member is a party is valid and binding according to its terms and,
without prejudice to any other warranty, so far as the Vendor are aware, no party to any such commitment is in material default under
the terms of that commitment.
Any
contract, transaction, arrangement or liability to which a Company Group Member is a party that involves, or likely to involve, obligations
or liabilities that, by reason of their nature or magnitude ought reasonably be made known to an intending buyer of the Vendor Shares
is disclosed in the Data Room.
No
Company Group Member has received any written notice that may materially affect the rights of that Company Group Member or the exercise
of any rights by that Company Group Member under an agreement that is material to the conduct of the Business.
| 7.4 | No
contracts outside ordinary course of business |
No
Company Group Member is party to any contract or commitment entered into which is in existence and:
| (a) | is
outside the ordinary course of business; |
| (b) | even
if entered into in the ordinary course of business, involves or is likely to involve obligations
or liabilities which by reason of their magnitude or nature ought reasonably to be made known
to an intending purchaser of the Vendor Shares; or |
| (c) | is
not at arm’s length. |
At
Settlement, no sums will be owing to the Vendor or to any company or person related to the Vendor by any Company Group Member.
| 7.6 | No
contract by unilateral act |
No
offer, tender, quotation or the like given or made by any Company Group Member is capable of giving rise to a contract merely by any
unilateral act of a third party, other than in the ordinary course of business.
There
are no outstanding commitments of any Company Group Member for capital expenditure other than replacements and normal purchases of plant
and equipment in the ordinary course of business.
| 7.8 | No
foreign exchange exposure |
There
are no foreign exchange contracts binding any Company Group Member and there are no foreign exchange exposures of any Company Group Member.
No-one
is entitled to receive from any Company Group Member any finder’s fee, brokerage or other commission or benefit in connection with
the Transaction contemplated by this Agreement.
No
Company Group Member is party to any agreement, arrangement or understanding where it is or will be bound to share profits or waive or
abandon any rights.
| 7.11 | Standard
Terms and Conditions |
A
copy of any standard terms and conditions used by each Company Group Member has been provided to the Purchaser and, other than as disclosed
in the Due Diligence Materials, no Company Group Member has entered into an agreement or arrangement with a customer or supplier different
from these.
| 7.12 | Conditions
and Warranties in respect of goods and services |
Except
for a condition or warranty implied by law or contained in its standard terms of business, no Company Group Member has given a condition
or warranty, or made a representation, in respect of goods and services supplied or agreed to be supplied by it, or accepted an obligation
that could give rise to a liability after the goods or services have been supplied by it that will or would reasonably be likely to have
a Material Adverse Effect on the Company Group Member.
No
Company Group Member is subject to any agreement, arrangement or understanding that involves directly or indirectly any offer or payment
to any government official or any other third party to influence him or to assist in the obtaining or retaining of business, nor involves
any offer or payment to any other person while knowing or having reason to know that all or a portion of the matter offered or any such
payment would be made available or paid to any government official or third party for the same purpose.
| 7.14 | Securities
enforceable |
All
security (including any guarantee or indemnity) granted in favour of any Company Group Member is valid and enforceable by that member
against the grantor in accordance with the terms of that security.
There
are no powers of attorney given by any Company Group Member in favour of any person which may come into force in relation to the Business
or any Company Group Member.
| 8. | RELATED
PARTY CONTRACTS |
| (a) | No
Company Group Member is a party to any contract or arrangement in which the Vendor are interested,
directly or indirectly, nor has there been any such contract or arrangement at any time during
the three years up to the Execution Date. |
| (b) | No
Company Group Member is a party to, or has had its profits or financial position
during the three financial years ended on the Accounts Date been affected by, any contract
or arrangement which is not of an entirely arm’s length nature. |
| (c) | The
Vendor are not a party to any outstanding agreement or arrangement for the provision of finance,
goods, services or other facilities to or by a Company Group Member or in any way relating
to a Company Group Member or its affairs. |
At
the Settlement Date, the Company will not have any Financial Debt, or owe any borrowing or other indebtedness of any description.
All
assets of the Company Group are listed in Schedule 5 and are:
| (b) | either
the absolute property of a Company Group Member free and clear of all Encumbrances (other
than a Permitted Encumbrance) or used by a Company Group Member under a contract under which
it is entitled to use the assets on the terms and conditions of such a contract; |
| (c) | not
the subject of any lease or hire purchase agreement or agreement for purchase on deferred
terms, other than in the ordinary course of business; and |
| (d) | in
the possession of a Company Group Member, its agent or nominee, |
except
as identified in Schedule 5 or otherwise as provided for or taken into account in the preparation of the Accounts.
| (a) | All
stock owned by the Company Group (Stock) is of good and merchantable quality, fit
for the purpose for which it is used. |
| (b) | The
level of Stock is in the reasonable opinion of the Vendor reasonable having regard to current
and expected demand. |
| (c) | The
Stock is in the reasonable opinion of the Vendor saleable in the usual course of the Business
in accordance with its current price list. |
| (d) | So
far as the Vendor are aware: |
| (i) | no
Company Group Member has supplied, or agreed to supply, goods that have been, or will be,
defective, or that fail, or will fail, to comply with their terms of sale; |
| (ii) | No
goods in a state ready for supply by a Company Group Member are, or will be, defective or
will fail to comply with terms of sale similar to terms of sale on which similar goods have
previously been sold by the Company Group Member; and |
| (iii) | the
amount of Stock in relation to the usual requirements of the Business at the time of Settlement
will be reasonable having regard to current and anticipated demand. |
| (e) | No
Company Group Member has acquired or agreed to acquire any material part of the Stock on
terms that the property in the Stock does not pass until full payment is made, except in
the ordinary course of the business. |
All
plant, machinery, vehicles and equipment owned by or used by a Company Group Member:
| (a) | are
in satisfactory repair and condition having regard to their age and fair wear and tear; |
| (b) | are
in satisfactory working order and have been regularly and properly maintained; |
| (c) | are
capable of performing the functions for which they are used; |
| (d) | are
recorded in the books of the Company Group Member; |
| (e) | so
far as the Vendor are aware, comply with all applicable laws, conform with all standards
and have not been repaired, altered, modified, operated or maintained in a way that would
void or otherwise affect any warranty provided by the suppliers of those assets; and |
| (f) | so
far as the Vendor are aware, are not dangerous, inefficient, out of date, unsuitable or in
need of renewal or replacement or surplus to the Company Group Member’s requirements. |
No
Company Group Member owns, leases or occupies any interest in land.
| 12.1 | Confidential
Information |
So
far as the Vendor are aware, there has not been any misuse or unauthorised disclosure of any Confidential Information.
| 12.2 | No
use by other persons |
The
Vendor are not aware of any use by any other person of any business name or trade mark owned or used by any Company Group Member.
| 12.3 | No
infringement of other right |
So
far as the Vendor are aware, none of the Intellectual Property Rights or other processes now or at any time employed or used by the Company
Group, constitute or may constitute an unauthorised infringement of any intellectual property rights of any other person.
| 13. | INFORMATION
TECHNOLOGY |
The
information technology and telecommunications systems, hardware and software owned or used by a Company Group Member in the conduct of
the Business as at the Execution Date (Systems) comprise all the information technology and telecommunications systems, hardware
and software necessary for the conduct of the Business as conducted at Settlement.
All
Systems are owned and operated by, and are under the control of a Company Group Member and are not wholly or partly dependent on any
facilities that are not under the ownership, operation or control of a Company Group Member.
Each
Company Group Member either owns or is validly licensed to use the software comprised in the Systems.
In
the 12 months before the Execution Date, there have been no bugs in, outages, failures, breakdowns or substandard performance of, any
systems that have had any Material Adverse Effect on the Business and the Vendor are not aware of any fact or matter that may cause any
such bug, outage, failure, breakdown or substandard performance following Settlement if the Systems are used on substantially the same
basis as they are used as at the Execution Date.
The
Company Group has valid and subsisting support agreements with the suppliers of the Systems under which preventive and corrective maintenance
services, software upgrades and helpdesk services for the Systems are provided to the Company Group.
The
Company Group has up to date disaster recovery plans for the Systems which are designed to minimise the impact of any loss of, damage
to, or material interruption in use of any System on the conduct of the Business and which comply with best information technology industry
practice.
The
Company Group applies reasonable security measures to prevent unauthorised access or damage to the Systems or destruction or corruption
of data stored or processed by the System.
| 14.1 | No
current litigation |
No
Company Group Member and no person for whom they may be vicariously liable, is engaged in any capacity in any prosecution, litigation,
arbitration proceedings or administrative or governmental challenge or investigation (Litigation).
| 14.2 | No
pending Litigation |
There
is no Litigation pending, threatened or anticipated against any Company Group Member or any person for whom any Company Group Member
may be vicariously liable.
| 14.3 | No
facts giving rise to Litigation |
So
far as the Vendor are aware, no fact or circumstance exists which may give rise to any Litigation which could materially affect the ability
of any Company Group Member continuing to operate the Business.
| 14.4 | No
outstanding judgments |
There
are no unsatisfied or outstanding judgments, orders, decrees, stipulations, or notices affecting any Company Group Member or any person
for whom any of them may be vicariously liable.
| 15.1 | Disclosure
of Company Insurance |
Schedule
4 accurately details all contracts of insurance and indemnity in force in respect of the property and assets of the Company Group (Company
Insurances).
| 15.2 | Insurance
contracts still valid |
The
Company Insurances are in force and there is no fact or circumstance known to the Vendor which would lead to any of them being prejudiced
or which would permit an insurer to refuse or reduce a claim or materially increase the premiums payable under the policies. So far as
the Vendor are aware, none of the Company Insurances will be terminated or cease to have effect as a result of the transactions contemplated
by this Agreement.
All
premiums in respect of the Company Insurances will have been paid before the Settlement Date.
| 15.4 | No
claims remain unpaid |
There
are no material Claims made but unpaid under the Company Insurances or any insurance policies previously held, and no material threatened
or pending Claims, and there are no events or circumstances which may give rise to any such Claim.
No
Company Group Member has failed to give any notice or to present any Claim of which the Vendor are aware with respect to the Business
under any existing insurance policy.
| 15.6 | No
outstanding requirements or recommendations |
No
Company Group Member has been notified by any insurer that it is required or that it is advisable for it to carry out any maintenance,
repairs or other work in relation to any assets of the Business.
| 15.7 | Insurance
only relevant to Business |
The
insurances effected by the Company Group do not cover or otherwise relate to any assets or premises other than those owned and used by
the Company Group or any risks or liabilities other than those which may be incurred by the Company Group.
| (a) | All
Tax and Duty arising under any Tax Law for which any Company Group Member is liable or for
which any Company Group Member is liable to account has been duly paid or accrued (in so
far as such Tax or Duty ought to have been paid or accrued). |
| (b) | No
Company Group Member is, or will in the future become, subject to any Tax or Duty on or in
respect of or by reference to its profits, gains, income, sales, disposals of or transactions
in relation to assets, inventory, or other property for any period up to and including settlement
in excess of the provision for Tax and Duty included in the Accounts. |
| (c) | No
Company Group Member has done anything which has or would give rise to a liability to Tax
under the Taxation (Unpaid Company Tax) Assessment Act 1982 (Cth), whether or not
that liability has been discharged. |
Any
obligation on a Company Group Member under any Tax Law to withhold amounts at source has been complied with.
| (a) | Each
Company Group Member has submitted any necessary information, notices, computations and returns
to the relevant Governmental Authority in respect of any Tax or any Duty relating to the
Company Group Member. |
| (b) | No
tax return, election or notice lodged or filed by any Company Group Member contains either
of the following: |
| (i) | a
false or misleading statement or omits to refer to a matter which is
required to be included or without which the statement is false or misleading; or |
| (ii) | a
material error or a material omission relating to the assessment of Tax of the Company Group
Member; and |
| (c) | The
Company Group has maintained sufficient records to support all returns lodged or filed relating
to Tax and Duty and to comply with any Tax Law. |
No
Company Group Member has within the past 12 months suffered any investigation, audit or visit by the Commissioner of Taxation or any
other taxation authority, and, so far as the Vendor are aware, there is no such investigation audit or visit planned for the next 12
months.
| 16.5 | Penalties
and Interest |
No
Company Group Member has since incorporation paid or become liable to pay, nor are there any circumstances known to the Vendor by reason
of which the Company Group Member is likely to become liable to pay any fine, penalty, surcharge or interest whether charged by virtue
of the provisions of any Tax Law.
Each
Company Group Member has maintained proper and adequate records to enable it to comply in material respects with its obligations to:
| (a) | prepare
and submit any information, notices, computations, payments and returns required in respect
of any Tax Law; |
| (b) | prepare
any accounts necessary for compliance with any Tax Law; and |
| | (c) | retain
necessary records as required by any Tax Law, |
and
such records are accurate in all material respect.
Each
Company Group Member has:
| (a) | complied
with the provisions of Part 3-6 of the ITAA 97 and has maintained records of all franking
debits and franking credits which are sufficient for the purposes of that legislation; |
| (b) | franked
the required amount to all dividends paid since the Accounts Date; |
| (c) | not
done anything or been involved in any scheme, arrangement or transaction or series of schemes,
arrangements or transactions which, or any part of which, caused or may cause a franking
debit to arise in the Company Group Member’s franking account; and |
| (d) | not
been party to or otherwise involved in any transaction which caused a franking deficit to
arrive at the end of the franking year following the Accounts Date including by franking
a dividend paid after the Accounts Date. |
None
of the Company Group Members have a share capital account that is tainted under Section 160ARDM of the ITAA 36 or within division 197
of the ITAA 97 by the transfer of an amount to the share capital account from any of its other accounts.
No
Company Group Member has sought capital gains tax relief under sub division 126 of the ITAA 97 or Section 160ZZO of the ITAA 36 in respect
of any asset acquired by any Company Group Member and that is still owned by any Company Group Member immediately after Settlement.
No
Company Group Member has made a false or misleading statement to a taxation officer within the meaning of any Tax Law in relation to
any income or franking year and there is no unresolved dispute with any Revenue Authority involving the Company Group.
| 16.11 | Interposed
Entity Election |
No
Company Group Member has ever made an interposed entity election pursuant to the trust loss provisions of the ITAA 36.
| 16.12 | Australian
Residents |
Each
Company Group Member is and has throughout the period since incorporation been resident in Australia for corporation tax purposes and
if the Company Group Member is not resident it is not a company incorporated in Australia.
No
Company Group Member has been a party to, or has participated in transactions or arrangements that could give rise to the exercise by
the relevant authority of its powers under the Tax Law in relation to losses and outgoings incurred under tax avoidance schemes or in
relation to international agreements or schemes to reduce income tax, or any other discretionary powers of the relevant Revenue Authority
under the Tax Law by virtue of which transactions or arrangements entered into by any entity with the Company Group may be reopened,
revised or given an interpretation different from that adopted by the relevant entity with the Company Group.
The
office of public officer as required by Tax Law has always been occupied.
| (a) | Any
GST required to be paid by a Company Group Member has been imposed, obtained and remitted
to the correct Revenue Authority in accordance with its commitments under the GST legislation.
Each Company Group Member has complied with all of its obligations under the GST legislation
and other legislation associated with the introduction of the GST. |
| (b) | If
under or by virtue of any agreement to which a Company Group Member is a party, any GST is
liable to be paid in connection with any Taxable Supply made by the Company Group Member
under that agreement, the Company Group Member will be entitled to recover from the party
required to pay for the Taxable Supply an amount so that after meeting any liability to pay
GST the Company Group Member retains the same amount as if GST was not payable in connection
with the Taxable Supply. |
| 16.16 | Stamp
Duty and other Tax |
All
stamp duty and other Tax and Duty payable in respect of every agreement, document or transaction to which a Company Group Member is or
has been a party or by which a Company Group Member derives or has derived, a substantial benefit, has been duly paid.
| 17.1 | Employee
Entitlements |
Other
than arising in the ordinary course of business before the Settlement Date, the Company is not under, nor will it assume before the Settlement
Date, any liability for any pension, lump sum retiring allowance or redundancy payment or any liability with respect to holiday, long
service or sick leave entitlement.
So
far as the Vendor are aware, each of the contracts entered into by each Company Group Member with any contractors are enforceable against
the Parties to it and so far as the Vendor are aware, there is no party in breach of, or in default under, any such contract.
| 17.3 | No
collective agreements |
No
Company Group Member is a party to any collective agreement or enterprise bargaining agreement or other agreement or arrangement nor
is any Company Group Member involved in or likely to be involved in any industrial dispute with any trade union or other organisation
of employees, which will or would reasonably be likely to, have a Material Adverse Effect on the Company Group Member.
| 17.4 | No
changes to directors’ benefits |
Since
the Accounts Date, the Company Group has not paid any remuneration or fees to its directors other than normal remuneration to executive
directors.
| 17.5 | Compliance
with awards and agreements |
So
far as the Vendor are aware, in respect of former employees, the Company Group has complied with all applicable industrial awards and
agreements and all statutory requirements.
| 17.6 | Compliance
with Statutes |
So
far as the Vendor are aware, the Company Group has complied in all material respects with all applicable Statutes directed at:
| (a) | avoiding
all forms of discrimination with respect to employees; |
| (b) | providing
long service leave benefits to employees; |
| (c) | providing
training and career assistance to employees; and |
| (d) | providing
for affirmative action programmes, |
and
there are no outstanding claims against or payments due from any Company Group Member under such Statutes.
| 17.7 | No
Offer of Employment |
Other
than in the ordinary course of business, no Company Group Member has made any offer of work or any appointment of an individual (or any
company controlled by an individual as a senior executive, or as an independent contractor) for a term of 12 months or more or for payment
of AUD$50,000 or more per annum, that remains capable of acceptance and that cannot be terminated without penalty on less than 3 months’
notice.
The
Company has paid all amounts due to its employees and all amounts due to any third party in respect of its employees.
The
employment of each employee is on a casual basis and can be lawfully terminated on no more than one (1) months’ notice or less
without payment of any damages or compensation, including any severance or redundancy payments.
| 18.1 | All
material information |
Any
historical information actually known to the Vendor as at the Execution Date concerning the Company Group which might reasonably be regarded
as material to a purchaser for value of the Vendor Shares has been disclosed in the Due Diligence Materials.
| 18.2 | True,
complete and accurate |
All
historical information in the Due Diligence Materials concerning each Company Group Member or the Vendor Shares is true and accurate
in all material respects, and is not misleading or deceptive in any material respect.
| 18.3 | No
adverse circumstances |
There
are no circumstances known to the Vendor which might reasonably be expected to have a Material Adverse Effect on the Company Group.
| 18.4 | No
competing interests |
The
Vendor do not have any interest in any company or business which has a close trading relationship with or which is in competition with
a business conducted by the Company Group.
SCHEDULE
2 – PURCHASER WARRANTIES
PURCHASER
WARRANTIES
| 1. | The
Purchaser has full power and authority to enter into and perform its obligations under this
Agreement. |
| 2. | All
necessary authorisations for the execution, delivery and performance by the Purchaser of
this Agreement have been or will be obtained before Settlement. |
| 3. | The
entry into and performance of this Agreement and all documents executed pursuant to this
Agreement by the Purchaser does not constitute a breach of any obligation (including any
statutory, contractual or fiduciary obligation), or default under any agreement or undertaking
by which the Purchaser is bound. |
| 4. | No
Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which
has occurred or any omission made which may result in an Event of Insolvency occurring in
relation to the Purchaser. |
| 5. | The
Purchaser is validly incorporated, organised and subsisting in accordance with the laws of
its place of incorporation. |
| 6. | The
Purchaser enters into and performs this Agreement on its own account and not as trustee for
or nominee of any other person. |
| 7. | To
the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence
which is reasonably likely to give rise to a Claim against a Company Group Member. |
| 8. | There
is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or
arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration,
against a Company Group Member. |
| 9. | At
Settlement, the Purchaser will have the necessary power and authority to issue the Consideration
Shares to the Vendor. |
SCHEDULE
3 – COMPANY ACCOUNTS
Nisus
Payroll Pty Ltd
ACN
627 265 909
Financial
Statements
for
the year ended 30 June 2023
Contents
| ● | Notes
to the Financial Statements |
| ● | Profit
and Loss Statement |
Nisus
Payroll Pty Ltd
ABN
12 627 265 909
SPECIAL
PURPOSE COMPILATION REPORT
TO
Nisus Payroll Pty Ltd (“the Client”)
We
have compiled the accompanying special purpose financial statements of Nisus Payroll Pty Ltd which comprise the Balance Sheet as at 30
June 2023, the Profit and Loss Statement for the year then ended, and a summary of significant accounting policies and other explanatory
notes. The specific purpose for which the special purpose financial statements have been prepared is set out in Note 1
The
Responsibility of The Client
The
Client is solely responsible for the information contained in the special purpose financial statements, the reliability, accuracy and
completeness of the information and for the determination that the significant accounting policies used is appropriate to meet their
needs and for the purpose that the financial statements were prepared.
Our
Responsibility
On
the basis of information provided by Those Charged with Governance we have compiled the accompanying special purpose financial statements
in accordance with the significant accounting policies described in Note 1 to the financial statements and APES 315 Compilation of
Financial Information.
We
have applied our expertise in accounting and financial reporting to compile these financial statements in accordance with the basis
of accounting described in Note 1 to the financial statements. We have complied with the relevant ethical requirements of APES 110
Code of Ethics for Professional Accountants.
Assurance
Disclaimer
Since
a compilation engagement is not an assurance engagement, we are not required to verify the reliability, accuracy or completeness of the
information provided to us by management to compile these financial statements. Accordingly, we do not express an audit opinion or a
review
conclusion
on these financial statements.
The
special purpose financial statements were compiled exclusively for the benefit of The Client, who is responsible for the reliability,
accuracy and completeness of the information used to compile them. We do not accept responsibility for the contents of the special purpose
financial statements.
Verus
Advisory Pty Ltd
Level
1, 29 Jardine Street, Kingston ACT 2604
Rebecca
Roberts
Director
Date:
27 October 2023
Nisus
Payroll Pty Ltd
ABN
12 627 265 909
DIRECTOR’S
DECLARATION
FOR
THE YEAR ENDED 30 June 2023
The
directors of the company have determined that company is not a reporting entity and that this special purpose financial report should
be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.
The
directors of the company declare that:
| 1. | the
financial statements and notes, as set out in the financial report, present fairly the company’s
financial position as at 30 June 2023 and its performance for the year ended on that date
in accordance with accounting policies described in Note 1 to the financial statements and |
| 2. | in
the director’s 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 directors of the company.
| /s/
Xiaolong Ni |
|
| Director: Xiaolong Ni |
|
Nisus
Payroll Pty Ltd
ABN
12 627 265 909
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 30 June 2023
| 1. | Statement
of Significant Accounting Policies |
The
directors have prepared the financial statements on the basis that the company is a non- reporting entity because there are no users
dependent on general purpose financial statements. The financial statements are therefore special purposes financial statements that
have been prepared in order to meet the needs of the members.
The
financial statements have been prepared in accordance with the significant accounting policies disclosed below which the directors have
determined are appropriate to meet the needs of members. Such accounting policies are consistent with the previous period unless stated
otherwise.
The
financial statements have been prepared by applying the accruals basis and going concern basis of accounting. They are based on historical
costs and do not take into account changing money values or, except where specifically stated, current valuations of non-current assets.
The
following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the
preparation of these financial statements:
Income
Tax
The
income tax expense for the year comprises current income tax expense. The company does not apply deferred tax. Current income tax expense
charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially
enacted, as at 30 June 2023. Current tax liabilities are therefore measured at the amounts expected to be paid to the relevant taxation
authority.
Inventories
Inventories
are carried at the lower of cost or net realisable value. Cost is based on the actual cost method and includes expenditure incurred in
acquiring the inventories and bringing them to the existing condition and location
Intangibles
Goodwill
is recognised as the excess of the purchase price for a business acquired over the fair value of the net assets at the date of acquisition.
Goodwill is assessed for impairment annually and is carried at cost less accumulated impairment losses
Trade
and Other Receivables
Trade
receivables and other receivables, including distributions receivable, are recognised at the nominal transaction value without taking
into account the time value of money, If required a provision for doubtful debt has been created.
*These
notes are to be read in conjunction with the attached compilation report.
Trade
and Other Payables
Trade
and other payables represent the liabilities for goods and services received by the company that remain unpaid at 30 June 2023. Trade
payables are recognised at their transaction price. They are subject to normal credit terms and do not bear interest.
Provisions
Provisions
are recognised when the entity has a legal or constructive obligation from past events, for which it is probable that there will be an
outflow of economic benefits and that outflow can be reliably measured. Provisions are measured using the best estimate available of
the amounts required to settle the obligation at the end of the reporting period.
Cash
and Cash Equivalents
Cash
and cash equivalents include cash on hand, deposits held on call with banks, other short- term highly liquid investments with original
maturities of three months or less, and bank overdrafts.
Revenue
Recognition
Revenue
from the sale of good is recognised upon the delivery of goods to customers
Revenue
from the rendering of services is recognised upon the delivery of the services to customers
Revenue
from commissions is recognised upon delivery of services to customers Revenue from interest is recognised using the effective interest
rate method
Revenue
from dividends is recognised when the entity has a right to receive the dividend. All revenue is stated net of the amount of goods and
services tax (GST).
Goods
and Services Tax
Transactions
are recognised net of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables
and other payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable
to, the ATO is included with other receivables or payables in the balance sheet.
Leases
Finance
leases are leases of fixed assets where substantially all of the risks and s incidental to the ownership of the asset are transferred
to the entity, but the legal ownership is not transferred to the entity.
Finance
leases are capitalised by recording an asset and a corresponding liability at the lower of the amounts equal to the fair value of the
leased asset, or the minimum lease payments measured at present value including any residual values.
Leased
assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Operating
lease payments are charged to the income statement on a straight-line basis over the term of the lease
Lease
incentives are deferred and amortised over the period of the lease
Profits
and losses on sale and leaseback transactions are recognised in the reporting period in which they occur.
*These
notes are to be read in conjunction with the attached compilation report.
Company
Annual Accounts
Nisus
Australia Pty Ltd
ABN
91 622 344 218
For
the year ended 30 June 2023
Contents
| 3 | Detailed
Statement of Financial Performance |
| 4 | Detailed
Statement of Financial Position |
| 5 | Notes
to the Financial Statements |
Detailed
Statement of Financial Performance
Nisus
Australia Pty Ltd
For
the year ended 30 June 2023
| | |
2023 | | |
2022 | |
| Income | |
| | |
| |
| Sales | |
| 11,622,386 | | |
| 8,228,261 | |
| Interest
Income | |
| 14,200 | | |
| 2,142 | |
| Total
Income | |
| 11,636,586 | | |
| 8,230,402 | |
| | |
| | | |
| | |
| Other Income | |
| | | |
| | |
| Other
Revenue | |
| 333 | | |
| 2,877 | |
| Total
Other Income | |
| 333 | | |
| 2,877 | |
| Total Income | |
| 11,636,919 | | |
| 8,233,280 | |
| | |
| | | |
| | |
| Expenses | |
| | | |
| | |
| Advertising | |
| 2,511 | | |
| 3,575 | |
| Bank Fees | |
| 153 | | |
| 127 | |
| Consulting
& Accounting | |
| 62,903 | | |
| 53,277 | |
| Depreciation | |
| 6,526 | | |
| 3,004 | |
| Employee
Expenses | |
| 800 | | |
| 1,217 | |
| Entertainment | |
| 1,734 | | |
| 1,175 | |
| Filing
Fees | |
| 290 | | |
| 276 | |
| Freight
& Postage | |
| 235 | | |
| 30 | |
| General
Expenses | |
| - | | |
| 175 | |
| Insurance | |
| 28,543 | | |
| 5,096 | |
| Labour
Hire Licencing | |
| 2,994 | | |
| 2,900 | |
| Office
Expenses | |
| 359 | | |
| 403 | |
| Parking
Expense | |
| 280 | | |
| 406 | |
| Payroll
Tax Expense | |
| 513,972 | | |
| 319,760 | |
| Printing
& Stationery | |
| 308 | | |
| 180 | |
| Referral
Services | |
| 9,847 | | |
| 9,126 | |
| Security
Clearance and Police Checks | |
| 1,370 | | |
| - | |
| Software
Subscriptions | |
| 345 | | |
| - | |
| Sponsorship | |
| - | | |
| 1,240 | |
| Subcontractor
Fees | |
| 9,850,771 | | |
| 7,040,055 | |
| Telephone
& Internet | |
| 1,201 | | |
| 1,191 | |
| Travel
and Accommodation | |
| 3,327 | | |
| - | |
| Website
Expenses | |
| 147 | | |
| - | |
| Total
Expenses | |
| 10,488,616 | | |
| 7,443,215 | |
| Profit/(Loss) before Taxation | |
| 1,148,304 | | |
| 790,065 | |
| | |
| | | |
| | |
| Income Tax | |
| | | |
| | |
| Income
Tax Expense | |
| 287,039 | | |
| 193,499 | |
| Net Profit After Tax | |
| 861,264 | | |
| 596,566 | |
The
accompanying notes form part of these financial statements. These statements should be read in conjunction with the attached compilation
report.
Detailed
Statement of Financial Position
Nisus
Australia Pty Ltd
As
at 30 June 2023
| | |
NOTES | | |
30
JUN 2023 | | |
30
JUN 2022 | |
| Assets | |
| | |
| | |
| |
| Current
Assets | |
| | | |
| | | |
| | |
| Cash
and Cash Equivalents | |
| 2 | | |
| 1,348,730 | | |
| 720,035 | |
| Receivables | |
| | | |
| 965,519 | | |
| 1,004,245 | |
| Total
Current Assets | |
| | | |
| 2,314,249 | | |
| 1,724,280 | |
| | |
| | | |
| | | |
| | |
| Non-Current
Assets | |
| | | |
| | | |
| | |
| Director
Loan Account | |
| | | |
| 74,674 | | |
| - | |
| Total
Non-Current Assets | |
| | | |
| 74,674 | | |
| - | |
| Total
Assets | |
| | | |
| 2,388,923 | | |
| 1,724,280 | |
| | |
| | | |
| | | |
| | |
| Liabilities | |
| | | |
| | | |
| | |
| Current
Liabilities | |
| | | |
| | | |
| | |
| Payables | |
| 3 | | |
| 1,441,908 | | |
| 976,739 | |
| Taxation | |
| 4 | | |
| 85,390 | | |
| 189,181 | |
| Total
Current Liabilities | |
| | | |
| 1,527,299 | | |
| 1,165,920 | |
| Total
Liabilities | |
| | | |
| 1,527,299 | | |
| 1,165,920 | |
| Net Assets | |
| | | |
| 861,624 | | |
| 558,360 | |
| | |
| | | |
| | | |
| | |
| Equity | |
| | | |
| | | |
| | |
| Retained
Earnings | |
| | | |
| | | |
| | |
| Current
Year Earnings | |
| | | |
| 861,264 | | |
| 596,566 | |
| Retained
Earnings | |
| | | |
| 558,359 | | |
| (38,208 | ) |
| Dividend
Paid | |
| | | |
| (558,000 | ) | |
| - | |
| Total
Retained Earnings | |
| | | |
| 861,623 | | |
| 558,359 | |
| | |
| | | |
| | | |
| | |
| Share Capital | |
| | | |
| 1 | | |
| 1 | |
| Total
Equity | |
| | | |
| 861,624 | | |
| 558,360 | |
The
accompanying notes form part of these financial statements. These statements should be read in conjunction with the attached compilation
report.
Notes
to the Financial Statements
Nisus
Australia Pty Ltd
For
the year ended 30 June 2023
1. Statement of Significant Accounting Policies
The
director has determined that the company is not a reporting entity and accordingly, this financial report is a special purpose report
prepared for the sole purpose of distributing a financial report to members and must not be used for any other purpose. The director
has determined that the accounting policies adopted are appropriate to meet the needs of the members.
The
financial report has been prepared on an accrual basis and under the historical cost convention, except for certain assets, which, as
noted, have been written down to fair value as a result of impairment. Unless otherwise stated, the accounting policies adopted are consistent
with those of the prior year.
The
accounting policies that have been adopted in the preparation of the statements are as follows:
Income
Tax
The
income tax expense for the year comprises current income tax expense. The company does not apply deferred tax. Current income tax expense
charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially
enacted, as at 30 June 2023. Current tax liabilities are therefore measured at the amounts expected to be paid to the relevant taxation
authority.
Property,
Plant and Equipment
Property,
plant and equipment is initially recorded at the cost of acquisition or fair value less, if applicable, any accumulated depreciation
and impairment losses. Plant and equipment that has been contributed at no cost, or for nominal cost, is valued and recognised at the
fair value of the asset at the date it is acquired. The plant and equipment is reviewed annually by the director to ensure that the carrying
amount is not in excess of the recoverable amount from these assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received from the utilisation of the assets and the subsequent disposal.
The expected net cash flows have been discounted to their present values in estimating recoverable amounts.
Freehold
land and buildings are measured at their fair value, based on periodic, but at least triennial, valuations by independent external valuers,
less subsequent depreciation for buildings.
Increases
in the carrying amount of land and buildings arising on revaluation are credited in equity to a revaluation surplus. Decreases against
previous increases of the same asset are charged against fair value reserves in equity. All other decreases are charged to profit or
loss.
Any
accumulated depreciation at the date of revaluation is offset against the gross carrying amount of the asset and the net amount is restated
to the revalued amount of the asset.
Trade
and Other Receivables
Trade
receivables and other receivables, including distributions receivable, are recognised at the nominal transaction value without taking
into account the time value of money. If required a provision for doubtful debt has been created.
Trade
and Other Payables
Trade
and other payables represent the liabilities for goods and services received by the company that remain unpaid at 30 June 2023.
Trade payables are recognised at their transaction price. They are subject to normal credit terms and do not bear interest.
Provisions
Provisions
are recognised when the entity has a legal or constructive obligation resulting from past events, for which it is probable that there
will be an outflow of economic benefits and that outflow can be reliably measured. Provisions are measured using the best estimate available
of the amounts required to settle the obligation at the end of the reporting period.
These
notes should be read in conjunction with the attached compilation report.
Notes
to the Financial Statements
Cash
and Cash Equivalents
Cash
and cash equivalents include cash on hand, deposits held on call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Revenue
Recognition
Revenue
from the sale of goods is recognised upon the delivery of goods to customers.
Revenue
from the rendering of services is recognised upon the delivery of the services to customers.
Revenue
from commissions is recognised upon delivery of services to customers.
Revenue
from interest is recognised using the effective interest rate method.
Revenue
from dividends is recognised when the entity has a right to receive the dividend.
All revenue is stated net of the amount of goods and
services tax (GST).
Goods
and Services Tax
Transactions
are recognised net of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables
and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to,
the ATO is included with other receivables or payables in the balance sheet.
| | |
2023 | | |
2022 | |
| 2. Cash and Cash Equivalents | |
| | | |
| | |
| Nisus
Australia Cash Reserves | |
| - | | |
| - | |
| Nisus
Australia Pty Ltd - Macq | |
| 1,234,010 | | |
| 267,459 | |
| Nisus
Australia Accelerator | |
| 103,829 | | |
| 451,398 | |
| Nisus
Australia - Westpac Biz1 | |
| 10,890 | | |
| 1,176 | |
| Cash on
hand | |
| 1 | | |
| 1 | |
| Total
Cash and Cash Equivalents | |
| 1,348,730 | | |
| 720,035 | |
| | |
2023 | | |
2022 | |
| 3. Payables | |
| | | |
| | |
| Accounts
Payable | |
| 1,441,908 | | |
| 961,592 | |
| Overpayments | |
| - | | |
| 15,147 | |
| Total
Payables | |
| 1,441,908 | | |
| 976,739 | |
| | |
2023 | | |
2022 | |
| 4. Taxation | |
| | | |
| | |
| GST | |
| 117 | | |
| - | |
| Income
Tax Payable | |
| 85,273 | | |
| 189,181 | |
| Total
Taxation | |
| 85,390 | | |
| 189,181 | |
These
notes should be read in conjunction with the attached compilation report.
Director’s
Declaration
Nisus
Australia Pty Ltd
For
the year ended 30 June 2023
The
director has determined that the company is not a reporting entity and that this special purpose financial report should be prepared
in accordance with the accounting policies outlined in Note 1 to the financial statements.
The
director of the company declare that:
The
financial statements and notes, present fairly the company’s financial position as at 30 June 2023 and its performance for the
year ended on that date in accordance with the accounting policies described in Note 1 to the financial statements; and
| 2 |
In the director’s 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 Director.
| /s/
Xiaolong Ni |
|
| Director: Xiaolong Ni |
|
Sign
date:
Compilation
Report
Nisus
Australia Pty Ltd
For
the year ended 30 June 2023
Compilation
report to Nisus Australia Pty Ltd
We
have compiled the accompanying special purpose financial statements of Nisus Australia Pty Ltd, which comprise the balance
sheet as at 30 June 2023, the income statement, the statement of cash flows, a summary of significant accounting policies and other explanatory
notes. The specific purpose for which the special purpose financial statements have been prepared is set out in Note 1.
The
Responsibility of the Director
The
director of Nisus Australia Pty Ltd is solely responsible for the information contained in the special purpose financial statements,
the reliability, accuracy and completeness of the information and for the determination that the basis of accounting used is appropriate
to meet their needs and for the purpose that financial statements were prepared.
Our
Responsibility
On
the basis of information provided by the director we have compiled the accompanying special purpose financial statements in accordance
with the basis of accounting as described in Note 1 to the financial statements and APES 315 Compilation of Financial Information.
We
have applied our expertise in accounting and financial reporting to compile these financial statements in accordance with the basis of
accounting described in Note 1 to the financial statements. We have complied with the relevant ethical requirements of APES 110 Code
of Ethics for Professional Accountants.
Assurance
Disclaimer
Since
a compilation engagement is not an assurance engagement, we are not required to verify the reliability, accuracy or completeness of the
information provided to us by management to compile these financial statements. Accordingly, we do not express an audit opinion or a
review conclusion on these financial statements.
The
special purpose financial statements were compiled exclusively for the benefit of the director responsible for the reliability, accuracy
and completeness of the information used to compile them. We do not accept responsibility for the contents of the special purpose financial
statements.
Verus
Advisory Pty Ltd
Level
1, 29 Jardine Street,
Kingston
ACT 2604
Dated:
SCHEDULE
4 – COMPANY INSURANCES
| Insurance
policy | |
Details
of Insurances |
| Professional
Indemnity & Public Liability Nisus Australia Pty Ltd | |
Policy
Period: 19 February 2023 to 19 February 2024 |
| Workers
Insurance Nisus Australia Pty Ltd | |
Policy
Period: 31 January 2023 to 31 January 2024 |
Workers
Compensation Insurance
Nisus
Payroll Pty Ltd / Nisus Australia Pty Ltd | |
Policy
Period: 30 June 2023 to 30 June 2024 |
SCHEDULE
5 – COMPANY GROUP ASSETS
Nisus
Australia Pty Ltd fixed asset register as at 30 June 2023.
Nisus
Payroll Pty Ltd do not own any fixed assets as at 30 June 2023.
ANNEXUREA
– DATA ROOM INDEX
| Name | |
Extension | |
Date
accessed | |
Date
modified | |
Date
created | |
Folder
Path |
| 2021
and 22 Financials Company Return-Nisus Aust.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\ |
| 2021
Financial Statements and Company Return-Nisus Payroll.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Nisus Payroll\ |
| 2022
Financial Statements and Company Return-Nisus Payroll.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Nisus Payroll\ |
| a. Trial
Balance - Nisus Payroll Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Nisus Payroll\ |
| a. Trial
Balance - Nisus Payroll Pty Ltd.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Nisus Payroll\ |
| 2023
Annual Accounts (Draft) - Nisus Australia Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Other - Nisus Aust\ |
| EBITDA
(Draft) - Nisus Australia.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Other - Nisus Aust\ |
| Trial_Balance
(DRAFT) - Nisus Australia Pty Ltd.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\a.
Signed Financil Statements (FY21 FY22)\Other - Nisus Aust\ |
| b. 2021
Detailed Account Transactions.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\ |
| b. 2021
Detailed Account Transactions.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\ |
| b. 2022
Detailed Account Transactions.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\ |
| b. 2022
Detailed Account Transactions.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\ |
| b. 2021
Detailed General Ledger.csv | |
.csv | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\Nisus Payroll\ |
| b. 2022
Detailed General Ledger.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\b.
Detailed General Ledger (FY21 FY22)\Nisus Payroll\ |
| c. 2021
- Year End Bank Reconciliations.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\ |
| c. 2022
- Year End Bank Reconciliations and Bank Statements.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\ |
| Nisus
Aus-Macquarie CM statement as at 30 Jun 21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\c.2021 Bank Statements - Nisus Aust\ |
| Nisus
Aus-Macquarie CMA statement as at 30 Jun 21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\c.2021 Bank Statements - Nisus Aust\ |
| Nisus
Aus-Westpac BCR statement 30 Jun 21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\c.2021 Bank Statements - Nisus Aust\ |
| Nisus
Aus-Westpac BOP statement 30 Jun 21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\c.2021 Bank Statements - Nisus Aust\ |
| c. 2021
Year end Bank Statements.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\Nisus Payroll\ |
| c. 2022
Year end Bank Statements.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\c.
Yearend Bank reconciliation and Statements\Nisus Payroll\ |
| Response.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\d.
Bank reconciliation - cheques (NA)\ |
| e. Fixed
Asset, Depreciation Schedule and Invoices FY21 and FY22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\e.
Fixed Asset and depreciation schedule (FY21 FY22)\ |
| f. 2021
Accounts Payable.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\f.
List of year end acounts payable and accrued expenses\ |
| f. 2022
Accounts Payable.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\f.
List of year end acounts payable and accrued expenses\ |
| g. 2021
Accounts Receivable.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\g.
List of year end acounts receivable\ |
| g. 2022
Accounts Receivable.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\g.
List of year end acounts receivable\ |
| g. 2021
Accounts Receivable.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\g.
List of year end acounts receivable\Nisus Payroll\ |
| g. 2022
Accounts Receivable.xlsx | |
.xlsx | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\g.
List of year end acounts receivable\Nisus Payroll\ |
| h. 2021
- Business Activity Statements Lodged.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\h.
GST Returns (FY21 FY22)\ |
| h. 2022
- Business Activity Statements Lodged.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\h.
GST Returns (FY21 FY22)\ |
| h. 2021
- Business Activity Statements Lodged.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\h.
GST Returns (FY21 FY22)\Nisus Payroll\ |
| h. 2022
- Business Activity Statements Lodged.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\h.
GST Returns (FY21 FY22)\Nisus Payroll\ |
| 2021
and 22 Financials Company Return-Nisus Aust.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\i.
Income Tax Returns Lodged (FY21 FY22)\ |
| 2021
Financial Statements and Company Return-Nisus Payroll.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\i.
Income Tax Returns Lodged (FY21 FY22)\Nisus Payroll\ |
| 2022
Financial Statements and Company Return-Nisus Payroll.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\i.
Income Tax Returns Lodged (FY21 FY22)\Nisus Payroll\ |
| ASIC
and Share details - Nisus Australia Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\j.
Detailed corporate share register\ |
| ASIC
and Share details - Nisus Payroll Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\j.
Detailed corporate share register\ |
| Response.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\k.
Employee Share Scheme Plan (NA)\ |
| Response.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\n.
IP details (NA)\ |
| Nisus
Australia 2023 Financial Statements and Company Return.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Financial Statements and Tax Returns FY23\ |
| Nisus
Payroll 2023 Financial Statements and Company Return.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Financial Statements and Tax Returns FY23\ |
| 1st July
2022 to 31st Dec 2022 - General Ledger.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| 2020-2021
- General Ledger.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| 2021-2022
- General Ledger.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| Nisus
Australia - Interim Financials.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| Nisus
Payroll - 31 Dec 2021 Interim Accounts.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| Nisus
Payroll - 31 Dec 2022 Interim Accounts.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Audit\Others
requested\Interim accounts\ |
| ADCG
- NISUS Australia - MOU - 26 May 20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Commercial
Agreements\Australian Defence Consultancy Group\ |
| Service
Agreement Propayroll and Nisus Payroll - July 2020.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Commercial
Agreements\Payroll admin service provider\ |
| Service
Agreement - Nisus Australia and Nisus Payroll - 2018.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Commercial
Agreements\Payroll admin service provider\Service agreement btwN isus
Australia and Nisus Payroll\
|
| Note.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Financial
Statements and Company Tax Returns\ |
| Nisus
Australia 2023 Financial Statements and Company Return.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Financial
Statements and Company Tax Returns\Nisus Australia\ |
| 2023
Financial Statements and Company Return-Nisus Payroll.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Financial
Statements and Company Tax Returns\Nisus Payroll\ |
| FBT Tax
Return 2023 - Nisus Payroll Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Financial
Statements and Company Tax Returns\Nisus Payroll\ |
| digital-marketplace-master-agreement
since 2017.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Government
Panels\BuyIT Digital Marketplace Panel\ |
| Membership_Certificate_Nisus
Australia Pty Ltd.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Government
Panels\Defence - DISP Membership\ |
| (NEW
SUPPLIER) ICTPA Conditions of Deed - ICTPR - Nisus.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Government
Panels\Defence - ICT Panel Arrangement\ |
| New Suppliers-ICTPA
Attachments to COD- Nisus.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Government
Panels\Defence - ICT Panel Arrangement\ |
| Conditions
of Deed - Defence - Nisus.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Government
Panels\Defence - Innovation Science and Tech Panel\ |
| Nisus
- PI PL Insurance 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Insurances\PI
and PL\ |
| Nisus
- ACT Workers Compensation Insurance 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Insurances\Workers
compensation\ |
| Nisus
- NSW Workers Compensation Insurance 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Insurances\Workers
compensation\ |
| ACT Labour
Hire License - 2023.09.22.PDF | |
.PDF | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Labour
Hire license\ |
| ACT
Labour Hire License - 2024.09.22.PDF | |
.PDF | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Corporate\Labour
Hire license\ |
| Contractor
agreement - Anthea Dang - FY 22-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Anthea Dang\Contractor agreements\ |
| Extension
- Anthea Dang - FY23-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Anthea Dang\Contractor agreements\ |
| Extension
Change order - Anthea Dang - FY23-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Anthea Dang\Work orders\ |
| Official
Order - Anthea Dang - FY 22-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Anthea Dang\Work orders\ |
| Contractor
agreement - A Knoke - FY 18-19.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Contractor agreements\ |
| Contractor
agreement - Ashley Knoke 01-20 to 06-20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Contractor agreements\ |
| Contractor
agreement A Knoke - FY 20-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Contractor agreements\ |
| Contractor
agreement A Knoke - FY 21-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Contractor agreements\ |
| Contractor
agreement A Knoke FY 19-20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:32 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Contractor agreements\ |
| Change
Order A Knoke - Nisus - FY 20-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Work orders\ |
| Change
Order - A Knoke - Nisus - FY 19-20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Work orders\ |
| Work
order - Ash Knoke - FY 21-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Work orders\ |
| Work
Order - Scrum Master - A Knoke FY18-19.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Dept of Industry\Work orders\ |
| Contractor
agreement - A Knoke FY22-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Treasury\Contractor agreements\ |
| Contractor
agreement - A Knoke FY23-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Treasury\Contractor agreements\ |
| Deed
of Variation_C03627_02 A Knoke_ FY 23-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Treasury\Work Order\ |
| Work
Order - C03627 - Nisus - A Knoke - FY 22-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ashley Knoke\Treasury\Work Order\ |
| contract-Ben
Connolly-202312.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ben Connolly\Contractor agreement\ |
| DEWR
Official Order (Change Order)-Ben Connolly-23-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Ben Connolly\Work order\ |
| Contractor
agreement- Chen XU-2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Contractor Agreement\ |
| Contractor
agreement-Chen XU-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Contractor Agreement\ |
| Contractor
agreement-Chen Xu-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Contractor Agreement\ |
| Change
Order -Chen Xu -2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Work Orders\ |
| Change
Order-Chen Xu - 2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Work Orders\ |
| Work
Order- Chen Xu - 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chen XU\Work Orders\ |
| Contractor
agreement-Chenhao XU-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\Defence\Contractor Agreement\ |
| Work
Order - Chenhao Xu - 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\Defence\Work Order\ |
| Contractor
agreement - Henry XU 2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\DEWR\Contractor agreement\ |
| Contractor
agreement - Henry XU-Feb-Jun2022.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\DEWR\Contractor agreement\ |
| Work
Order-Chenhao XU-Feb-Jun2022.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\DEWR\Work order\ |
| Work
Order-Chenhao Xu-Jul-Dec2023.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\DEWR\Work order\ |
| Work
Order-Chenhao-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Chenhao Xu\DEWR\Work order\ |
| Contract
-Damian Fogels-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\AEC\Contract Agreement\ |
| Work
Order - Damian Fogels-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\AEC\Work Order\ |
| Contract
agreeme-D Fogels-March 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Contractor Agreements\ |
| Contractor
agreement - D Fogels - 2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Contractor Agreements\ |
| Contractor
agreement-D Fogels -March 2020-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Contractor Agreements\ |
| Contractor
agreement-D Fogels-March 2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Contractor Agreements\ |
| Work
Order - D Fogels - 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Work Orders\ |
| Work
Order - Fogels - 2020-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Work Orders\ |
| Work
Order extension1 - D Fogels-Rate.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Work Orders\ |
| Work
Order extension3-Damian Fogels-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Work Orders\ |
| Work
Order extestion 2-D Fogels-2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Damian Fogels\PMC\Work Orders\ |
| Note.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Darren Wong\ |
| Contract
agreement-Darren Wong-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Darren Wong\Contractor agreement\ |
| Contractor
agreement-Darren Wong-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Darren Wong\Contractor agreement\ |
| Work
Order - Darren Wong -2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Darren Wong\Work order\ |
| Work
order-Darren Wong-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Darren Wong\Work order\ |
| Contract
agreement extension-Di Yang-2020-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\AUSTRAC\Contracts\ |
| Contractor
agreement - Di Yang-2019-20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\AUSTRAC\Contracts\ |
| Work
order-Di Yang-2019-20.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\AUSTRAC\Work Order\ |
| Work
order-Di Yang-Variation-2019.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\AUSTRAC\Work Order\ |
| Work
Order-extension- Di Yang-2020-21.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\AUSTRAC\Work Order\ |
| Contractor
agreement -Di Y-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\Dept of Education\Contract agreement\ |
| Contractor
agreement -Di Y-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\Dept of Education\Contract agreement\ |
| Work
Order extension-Di YANG-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\Dept of Education\Work order\ |
| Work
Order-Di YANG-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:33 | |
\NISUS\Employment\1.
LABOUR HIRE\Di Yang\Dept of Education\Work order\ |
| Contract
agreement-Dominik Turcic-2021-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Contractor agreement\ |
| Contract
agreement-Dominik Turcic-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Contractor agreement\ |
| Contract
agreement-Dominik Turcic-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Contractor agreement\ |
| Work
order-Dominik TURCIC- 2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Work order\ |
| Work
order-Dominik TURCIC- 2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Work order\ |
| Work
order-Dominik TURCIC- 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Dominik Turcic\Work order\ |
| Contractor
agreement-Eric Luc-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Eric Luc\Contractor agreement\ |
| Contractor
agreement-Eric Luc-Jul-Dec2023.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Eric Luc\Contractor agreement\ |
| DESE-Contract-Eric
LU-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Eric Luc\Work order\ |
| DESE-Eric
LU- s16 updated-June 2023.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Eric Luc\Work order\ |
| Note.txt | |
.txt | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Fei Wang\ |
| Contractor
agreement - Fei Wang 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Fei Wang\Contractor agreement\ |
| Contractor
agreement - Fei Wang-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Fei Wang\Contractor agreement\ |
| Work
Order Variation 1-Fei Wang - 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Fei Wang\Work order\ |
| Work
Order-Fei Wang-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Fei Wang\Work order\ |
| Contractor
agreement - Haiyan Huang - 2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Contractor agreement\ |
| Contractor
agreement - Haiyan Huang - 2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Contractor agreement\ |
| Contractor
agreement - HaiyanHuang-Mar-Jun22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Contractor agreement\ |
| Work
Order (change)- Heather Huang- 2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Work order\ |
| Work
Order(Change)-Heather Huang-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Work order\ |
| Work
Order-Heather Huang-Mar-Jun2022.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Haiyan Huang\Work order\ |
| Contractor
agreement - WingHong So -Jan-Jun2022.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Contractor Agreement\ |
| Contractor
agreement - WingHong So-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Contractor Agreement\ |
| Contractor
agreement - WingHong So-2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Contractor Agreement\ |
| Work
Order (change) -Wing Han So-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Work order\ |
| Work
Order (Change)-WingHong SO-Jan-Jun2022.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Work order\ |
| Work
Order - Wing Hong So -2023-24.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Han So\Work order\ |
| Contractor
agreement - Hao Wu - Feb-June2021.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Contractor Agreement\ |
| Contractor
agreement -Hao Wu- 2021-22.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Contractor Agreement\ |
| Contractor
agreement -Hao Wu-2022-23.pdf | |
.pdf | |
01/11/2023
16:41 | |
01/11/2023
16:41 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Contractor Agreement\ |
| Contractor
agreement -Hao Wu-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Contractor Agreement\ |
| Work
Order - Hao Wu - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Work Order\ |
| Work
Order - Hao Wu - Feb-Jun2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Work Order\ |
| Work
Order -Hao Wu- 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Work Order\ |
| Work
Order- Hao Wu-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hao Wu\Work Order\ |
| Contractor
agreemen-Hui Chen-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Payroll agreement\ |
| Contractor
agreement - Hui Chen - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Payroll agreement\ |
| Contractor
agreement - Hui Chen -2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Payroll agreement\ |
| Work
Order Extension - CHEN Hui-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Work order\ |
| Work
Order Extension -Hui Chen -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Work order\ |
| Work
Order Extension- Hui Chen - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Hui Chen\ACT Government\Work order\ |
| Contractor
agreement - Jieming Hu - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD\Contractor agreement\ |
| Work
Order - Jieming Hu - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:34 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD\Work order\ |
| Contractor
agreement -Jieming Hu22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD-DEWR\Contractor agreements\ |
| Contractor
agreement -Jieming Hu23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD-DEWR\Contractor agreements\ |
| New Contract
-Jieming Hu-1-30Jun23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD-DEWR\Contractor agreements\ |
| Work
Order -Jieming HU-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Jieming Hu\AGD-DEWR\Work order\ |
| Contract
agreement-Kamalvir Gill-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kamal Gill\Payroll agreement\ |
| Work
order-Kamal Gill-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kamal Gill\Work Order\ |
| Contractor
agreement - Kevin Indran -2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Payroll agreement\ |
| Contractor
agreement - Kevin Indran -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Payroll agreement\ |
| Contractor
agreement- Kevin Indran-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Payroll agreement\ |
| CHANGE
ORDER- Kevin Indran-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Work order\ |
| Change
Order-Kevin Indran-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Work order\ |
| Work
Order- Kevin Indran-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Kevin Indran\Work order\ |
| Contractor
agreement - Lakshmi Achuthanpillai -2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Contractor agreement\ |
| Contractor
agreement-Lakshmi Achuthanpillai-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Contractor agreement\ |
| Contractor
agreement-Lakshmi Achuthanpillai-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Contractor agreement\ |
| Contractor
agreement-Lakshmi Achuthanpillai-23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Contractor agreement\ |
| Contractor
agreement-Lakshmi Achuthanpillai-Aug-Dec2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Contractor agreement\ |
| Chang
Order-Lakshmi ACHUTHANPILLAI-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Work Order\ |
| Change
Order-LA-Aug-Dec2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Work Order\ |
| CHANGE_ORDER-LA-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Work Order\ |
| Work
Order Lakshmi ACHUTHANPILLAI-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Work Order\ |
| Work
Order-Lakshmi Achuthanpillai-2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Lakshmi A\Work Order\ |
| Contractor
Agreement - Manjula Weerasooriya - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Manjula Weerasooriya\Contractor agreement\ |
| DEWR_NISUS-Work
Order-DMC1657_Manjula W-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Manjula Weerasooriya\Work order\ |
| Contract
agreement-Meng Cheng-Feb-Jun2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Meng Cheng\Contractor Agreement\ |
| Contract
Extension -Meng Cheng-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Meng Cheng\Contractor Agreement\ |
| Change
Order A - Nisus Australia Pty Ltd - FY 23_24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Meng Cheng\Work Order\ |
| Work
Order - Simon Cheng - Nisus-Fy23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Meng Cheng\Work Order\ |
| INDEPENDENT
CONTRACTOR AGREEMENT-NM-23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Natasha McPhee\Contractor agreement\ |
| Chang
Order-Natas McPhee-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Natasha McPhee\Work Order\ |
| Contractor
agreement - Ning Z-2018-19.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\Dept of Finance\ |
| Contractor
agreement - Ning Zhang-2018.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\Dept of Finance\ |
| Work
order - Ning Zhang-2018.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\Dept of Finance\ |
| Work
Order Extension - Ning Zhang-2018-19.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\Dept of Finance\ |
| Contractor
agreement - Ning Zhang - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Contractor agreement\ |
| Contractor
agreement - Ning Zhang -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Contractor agreement\ |
| Contractor
agreement - Ning Zhang-2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Contractor agreement\ |
| Ning
Zhang-Zetaverse - Ning Zhang -2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:35 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Contractor agreement\ |
| Ning
Zhang-Zetaverse-Nov2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Contractor agreement\ |
| Chang
Order 6 - N Zhang -2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Chang
order2-Rate - N Zhang-2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Chang
Order5-Fee-N Zhang-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Change
order 1- N Zhang-2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Change
Order 3- N Zhang - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Change
order 4-Fee-N Zhang - 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Work
Order - N Zhang - 2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Work
Order-Ning Zhang-2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Ning Zi\PMC\Work Order\ |
| Contract
- Pawel Kopec-Bigos- 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pawel Kopec\Contractor agreement\ |
| Contract
agreement-Pawel Kopec-Jul-Dec 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pawel Kopec\Contractor agreement\ |
| Change
Order-Pawel Kopec-Jul-Dec 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pawel Kopec\Work order\ |
| Work
Order -Pawel Kopec-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pawel Kopec\Work order\ |
| Contract
Extension-Pooja Sachdev-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pooja Sachdev\Payroll agreement\ |
| Contractor
agreement - Pooja SACHDEV-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pooja Sachdev\Payroll agreement\ |
| Work
Order-Pooja SACHDEV-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pooja Sachdev\Work order\ |
| Work
Order-Pooja Sachdev-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Pooja Sachdev\Work order\ |
| Contractor
agreement - Prakash Vuree-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Payroll agreement\ |
| Contractor
agreement 20221231 - Prakash Vuree.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Payroll agreement\ |
| Contractor
Agreement- PVuree_2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Payroll agreement\ |
| Contractor
agreement-P Vuree-Jul-Dec2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Payroll agreement\ |
| Contractor
agreement-Prakash Vuree-Jul-Aug 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Payroll agreement\ |
| DRAFT
WO-002679 - Prakesh Vuree - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Work order\ |
| Work
Order-Extension 2-P Vuree - Aug-Dec2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Work order\ |
| Work
Order-P Vuree - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Work order\ |
| Work
Order-Variation-P Vuree-Jun-Aug 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Prakash Vuree\Work order\ |
| Contractor
agreement - Qiang Li - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\DAWE\Payroll agreement\ |
| Contractor
agreement - Qiang Li - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\DAWE\Payroll agreement\ |
| Work
Order - Qiang Li -2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\DAWE\Work order\ |
| Work
Order - Qiang Li -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\DAWE\Work order\ |
| Contract
agreement-Qiang Li-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:36 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\NDIS\Contractor agreement\ |
| Work
Order-Qiang Li-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Qiang Li\NDIS\Work order\ |
| Contractor
agreement - Rex He-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DESE\Contractor agreement\ |
| Contractor
agreement - Rex He-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DESE\Contractor agreement\ |
| Work
Order - extension -Rex He-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DESE\Work order\ |
| Work
Order - extension 2 - Rex He-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DESE\Work order\ |
| Work
Order-Rex HE-Jan-Jun 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DESE\Work order\ |
| Contract
- Rex He-Apri-Jun2018.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DIIS\Contractor agreement\ |
| Work
Order - Extension1-Rex He- 2018-2019.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DIIS\Work order\ |
| Work
Order - Rex He-Apr-Jun2018.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\DIIS\Work order\ |
| Contractor
agreement - Rex He -2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Contractor agreement\ |
| Contractor
Agreement - Rex He- Apr-Jun 2019.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Contractor agreement\ |
| Contractor
Agreement - Rex He-2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Contractor agreement\ |
| Contractor
agreement- Rex He - 2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Contractor agreement\ |
| Work
Order - Rex He- 2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Work order\ |
| Work
Order - Rex He-Apr-Jun2019.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Work order\ |
| Work
Order - variation 1 - Rex He- Rate 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Work order\ |
| Work
Order-Rex He-2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Rex He\PMC\Work order\ |
| Contract
- Saravanan-SRIHARI- 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Payroll agreement\ |
| Contract
- Saravanan-SRIHARI-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Payroll agreement\ |
| Contract
- Saravanan-SRIHARI-Sep2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Payroll agreement\ |
| Contract
- Saravanan-SRIHARI-Sep2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Payroll agreement\ |
| Contract
- Saravanan-SRIHARI-Sep21-Mar2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Payroll agreement\ |
| Work
order - S Palaniappan-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
order - S Palaniappan-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
Order - S Palaniappan-Feb-Sep2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
order - Variation1- S Palaniappan-Sep21-Mar22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
order - Variation2- S Palaniappan-Apr-Sep22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
order - Variation3- Rate-S Palaniappan.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Work
order - Variation4- Rate-S Palaniappan-2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Saravanan\Work order\ |
| Contractor
agreement - to 31 December 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\AGD\Contractor agreement\ |
| Contractor
agreement -to Dec2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\AGD\Contractor agreement\ |
| Change
Order 1 - January 2022 to December 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\AGD\Work Order\ |
| Work
Order - March 2021 to December 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\AGD\Work Order\ |
| Contractor
agreement - Sen Li - 2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Contractor agreement\ |
| Contractor
agreement - Sen Li - 30 June 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Contractor agreement\ |
| Contractor
agreement - Sen Li - Contract extension to 31 December 2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Contractor agreement\ |
| Signed
Contractor agreement - Sen Li - April 2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Contractor agreement\ |
| EXECUTED
Change Order1-Sen Li-Apr20 to Dec2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Work Order\ |
| Work
Order_Sen LI_2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Work Order\ |
| Work
order_Sen LI_Jan-June 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DESE\Work Order\ |
| Contract
agreement - Sen Li - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DEWR\Contractor agreement\ |
| Contractor
agreement - Sen Li - 30 June 2023 (DEWR).pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DEWR\Contractor agreement\ |
| CHANGE_ORDER_3
- Jan-June 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DEWR\Work Order\ |
| Work
Order with DEWR—2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Sen Li\DEWR\Work Order\ |
| Contractor
Agreement - Subhashree Jena - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Subhashree Jena\Contractor agreement\ |
| Labour
Hire Work Order - ITD2324 - Subhashree Jena - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Subhashree Jena\Work order\ |
| Contract-Teddy
Widjaja-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Teddy Widjaja\Contract agreement\ |
| Contractor
agreement - Teddy Widjaja 20230331.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Teddy Widjaja\Contract agreement\ |
| Work
Order - Teddy Widjaja-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Teddy Widjaja\Work order\ |
| Work
order -Teddy Widjaja-Jul22-Mar23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Teddy Widjaja\Work order\ |
| Work
Order – Teddy Widjaja - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:37 | |
\NISUS\Employment\1.
LABOUR HIRE\Teddy Widjaja\Work order\ |
| Contractor
agreement-Wen Pan-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Payroll agreement\ |
| Contractor
agreement-Wen Pan-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Payroll agreement\ |
| Contractor
agreement-Wen Pan-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Payroll agreement\ |
| DESE_-_CHANGE_ORDER-FY22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Work order\ |
| DEWR_Change_order_FY23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Work order\ |
| DMC1156-PAN-FY21-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wen Pan\Work order\ |
| Contractor
agreement - Wenbo Z-22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wenbo Zhang\Payroll agreement\ |
| Contractor
agreement - Wenbo Z-23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wenbo Zhang\Payroll agreement\ |
| Change
Order 1-Wenbo Zhang.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wenbo Zhang\Work Order\ |
| Work
Order - Wenbo Jack Zhang -2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wenbo Zhang\Work Order\ |
| Contractor
agreement - Wentao Lin-2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wentao Lin\Contractor agreement\ |
| Contractor
agreement - Wentao Lin-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wentao Lin\Contractor agreement\ |
| Change
order - Wentao Lin.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wentao Lin\Work Order\ |
| Official
Order - Wentao Lin -Oct22-Jun23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Wentao Lin\Work Order\ |
| Contractor
agreement - X Meng - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Contractor
agreement - X Meng - Sep2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Contractor
agreement - X Meng -Jan-Jun2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Contractor
agreement -X Meng-Jan-Jun2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Contractor
agreement -X Meng-Jul-Dec2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Contractor
agreement -X Meng-Sep-Dec 2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Contractor agreement\ |
| Work
Order - X Meng-Sep2019-20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Work
Order-Extension1 - X Meng-Sep-Dec2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Work
Order-Extension2- Rick Meng -Jan-Jun2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Work
Order-Extension3-X Meng - Jul-Dec2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Work
Order-Extension4 - X Meng -Jan-Jun2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Work
Order-Extension5 - X Meng -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\ACT Government\Work order\ |
| Contractor
agreement X Meng-23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\Comcare\Contractor agreement\ |
| Work
Order -X Meng - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Xiangzheng Meng\Comcare\Work order\ |
| Contract
Extension - Yanbing Gu - March 2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Payroll agreement\ |
| Contractor
agreement - Yanbing Gu - Sep19-Mar20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Payroll agreement\ |
| Extension
- Contractor - Yanbing Gu - Sep2020.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Payroll agreement\ |
| Extension
WorkOrder - Yanbing Gu-Jun20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Work Order\ |
| Extension
WorkOrder- Yanbing Gu-Mar20.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:38 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Work Order\ |
| Work
Order Nisus - Yanbing Gu-Sep19.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Finance\Work Order\ |
| Contractor
agreement - Y Gu - 20-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\contractor agreement\ |
| Contractor
agreement - Y Gu - 21-22(2).pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\contractor agreement\ |
| Contractor
agreement - Y Gu - 21-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\contractor agreement\ |
| Contractor
agreement - Y Gu - 22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\contractor agreement\ |
| Contractor
agreement - Y Gu - 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\contractor agreement\ |
| Change
Order DTA_Yanbing Gu - Jan22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| ChangeOrder-Yanbing
Gu-rate 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| Work
order - Yanbing Gu 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| Work
Order - Yanbing Gu2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| Work
Order- Yanbing Gu- 2020-21.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| Work
order-Yanbing Gu -2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yanbing Gu\Dept of Health\Work order\ |
| Contractor
agreement-Yang Sun-FY22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yang Sun\Payroll agreement\ |
| Contractor
agreement-Yang Sun-FY23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yang Sun\Payroll agreement\ |
| Change
Order-Yang Sun-Nisus-FY23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yang Sun\Work order\ |
| Work
Order-Yang Sun-Nisus-FY22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Yang Sun\Work order\ |
| Agreement-Z
Aboobacker-Monthly pay-Nov22-Jun23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Payroll agreement\ |
| Agreement-Z
Aboobacker-Monthly pay-Oct22-Jun23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Payroll agreement\ |
| Contract-Z
Aboobacker - Jan- June 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Payroll agreement\ |
| Contract-Z
Aboobacker -23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Payroll agreement\ |
| Contractor
agreement - Z Aboobacker - Fortnightly.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Payroll agreement\ |
| Change
order1- Z Aboobacker -2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Work order\ |
| Work
Order- Z Aboobacker -2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\1.
LABOUR HIRE\Zakeer Aboobacker\Work order\ |
| Contract
extension-Ping Cai-2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Contractor Agreement\ |
| Contractor
agreement-Cai Ping 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Contractor Agreement\ |
| Contractor
agreement-Ping CAI-Apr22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Contractor Agreement\ |
| Work
Order - Extension-Ping Cai - 2023-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Work Orders\ |
| Work
Order- Ping Cai - March2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Work Orders\ |
| Work
Order-Extension - Ping Cai - 2022-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Cai Ping\Work Orders\ |
| Contractor
agreement-Rob W-FY21-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Contractor agreement\ |
| Contractor
agreement-Rob W-FY22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Contractor agreement\ |
| Contractor
agreement-Rob W-FY23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Contractor agreement\ |
| Change_Order_No1_DMS142_Extension
FY22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Work Order\ |
| CO1
DMC1074_Robert WILLS-2021-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Work Order\ |
| DESE
Nisus Work Order DMS142 FY21-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Work Order\ |
| Extension
DMS142 DESE Nisus - FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(DEWR) Rob Wills\Work Order\ |
| Contractor
agreement for J Song FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Jian Hui Song\Contractor agreements\ |
| J.Song_Schedule
3 FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Jian Hui Song\Service contracts\ |
| Contractor
agreement - Khyathi - 30 June 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Contractor agreements\ |
| Contractor
agreement - Khyathi - 30 June 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Contractor agreements\ |
| Contractor
agreement - Khyathi - 30 June 2024.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Contractor agreements\ |
| K.Kotla_Schedule
3 FY 22_23_EXECUTED.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Service contracts\ |
| K.Kotla_Schedule
3 FY 23-24_EXECUTED.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Service contracts\ |
| Teaming
Agreement_NISUS_PRAGMA_K Kotla_SIGNED_FY 21_22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Khyathi\Service contracts\ |
| Contractor
agreement - V J 30 June 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Contractor agreements\ |
| Contractor
agreement - V J 30 June 2023.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Contractor agreements\ |
| Contractor
agreement - V J 30 June 2024.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Contractor agreements\ |
| Teaming
Agreement_NISUS_PRAGMA_Sched_Vijaya FY 21-22.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Service contracts\ |
| V.Janjanam_Schedule
3 FY 22_23_EXECUTED.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Service contracts\ |
| V.Janjanam_Schedule
3 FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\(Pragma) Vijaya\Service contracts\ |
| DMS142
DESE ICTSR17110 - Mar 2022.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\DEWR\ |
| Extension
DMS142 DESE Nisus - FY 22-23.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\DEWR\ |
| Extension
DMS142 DESE Nisus - FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\DEWR\ |
| First
Teaming Agreement_NISUS_PRAGMA Jul 2021.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:39 | |
\NISUS\Employment\2.
MANAGED SERVICES\Pragma\ |
| J.Song_Schedule
3 FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\Employment\2.
MANAGED SERVICES\Pragma\Current extensions\ |
| K.Kotla_Schedule
3 FY 23-24_EXECUTED.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\Employment\2.
MANAGED SERVICES\Pragma\Current extensions\ |
| V.Janjanam_Schedule
3 FY 23-24.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\Employment\2.
MANAGED SERVICES\Pragma\Current extensions\ |
| Long
Service Leave Entitlements.xlsx | |
.xlsx | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\Employment\Employee
entitlements\ |
| Nisus
Group EBITDA financials 3 FYs (as at 25 May 2023).xlsx | |
.xlsx | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\General\ |
| NISUS
OVERVIEW (Response to Due Diligence) v3.pdf | |
.pdf | |
01/11/2023
16:42 | |
01/11/2023
16:42 | |
01/11/2023
8:40 | |
\NISUS\General\ |
Exhibit
2.11
VEGA
GLOBAL TECHNOLOGIES LIMITED
ACN 667 154 261
(PURCHASER)
AND
ISIDORE
PROJECT PTY LTD
ACN 676 497 881
(VENDOR)
AND
MIRRAGIN
PROJECT ISIDORE PTY LTD
ACN 663 281 034
(MIRRAGIN)
SHARE
SALE AGREEMENT
TABLE
OF CONTENTS
| 1. |
DEFINITIONS AND INTERPRETATION |
4 |
| |
|
|
| |
1.1 |
Definitions |
4 |
| |
1.2 |
Interpretation |
10 |
| |
1.3 |
Materiality |
11 |
| |
|
|
|
| 2. |
CONDITION PRECEDENT |
12 |
| |
|
|
| |
2.1 |
Condition |
12 |
| |
2.2 |
Benefit
of the Condition |
12 |
| |
2.3 |
Best
efforts |
12 |
| |
2.4 |
Notice |
12 |
| |
2.5 |
Termination
before Settlement |
12 |
| |
2.6 |
Agreement
of no effect |
12 |
| |
|
|
|
| 3. |
TRANSACTION |
13 |
| |
|
|
| |
3.1 |
Agreement
to buy and sell Vendor Shares |
13 |
| |
3.2 |
Associated
Rights |
13 |
| |
3.3 |
Waiver
of pre-emption |
13 |
| |
3.4 |
Title
and Risk |
13 |
| |
|
|
|
| 4. |
CONSIDERATION |
13 |
| |
|
|
| |
4.1 |
Consideration |
13 |
| |
4.2 |
Payment
of consideration |
13 |
| |
4.3 |
Escrow |
13 |
| |
|
|
|
| 5. |
CONDUCT BEFORE SETTLEMENT |
13 |
| |
|
|
| |
5.1 |
Conduct
of Company Group’s Business |
13 |
| |
5.2 |
Agreed
Dividend |
14 |
| |
5.3 |
Permitted
Acts |
14 |
| |
5.4 |
Access |
14 |
| |
5.5 |
Loan
Accounts |
15 |
| |
|
|
|
| 6. |
SETTLEMENT |
15 |
| |
|
|
| |
6.1 |
Time
and Location of Settlement |
15 |
| |
6.2 |
The
Vendor’s obligations at Settlement |
15 |
| |
6.3 |
Vega’s
obligations at Settlement |
16 |
| |
6.4 |
Conditions
of Settlement |
16 |
| |
6.5 |
Settlement
simultaneous |
16 |
| |
|
|
|
| 7. |
REPRESENTATIONS AND WARRANTIES BY THE VENDOR |
17 |
| |
|
|
| |
7.1 |
Representations
and Warranties |
17 |
| |
7.2 |
Independent
Warranties |
17 |
| |
7.3 |
Reliance |
17 |
| |
7.4 |
Indemnity
by Vendor |
17 |
| |
7.5 |
Tax
indemnity |
17 |
| |
7.6 |
Notification
of Warranty Breaches |
18 |
| |
7.7 |
Undertaking
not to make Claims |
18 |
| |
|
|
|
| 8. |
QUALIFICATIONS AND LIMITATIONS ON CLAIMS |
18 |
| |
|
|
| |
8.1 |
Disclosure |
18 |
| |
8.2 |
Meaning
of Vendor’s Knowledge |
18 |
| |
8.3 |
Maximum
liability |
19 |
| |
8.4 |
Qualifications
to the Vendor Warranties |
19 |
| |
8.5 |
Limitation
Periods |
19 |
| |
8.6 |
Consequential
Loss |
19 |
| |
8.7 |
No
representation or implied warranty |
19 |
| |
8.8 |
Other
limits on Claims |
19 |
| |
8.9 |
Notice
of potential Claim |
20 |
| |
8.10 |
Conduct
of Third Party Claims |
21 |
| |
8.11 |
Reimbursement
if subsequent recovery from third parties |
22 |
| |
8.12 |
Mitigation
of losses |
22 |
| |
8.13 |
Purchaser
acknowledgements |
22 |
| |
8.14 |
No
double recovery |
22 |
| |
8.15 |
Independent
limitations |
23 |
| |
8.16 |
Reduction
of Consideration |
23 |
| |
8.17 |
Tax
effect of Claims |
23 |
| |
8.18 |
Purchaser
benefits |
23 |
| |
8.19 |
Remedies |
23 |
| |
|
|
|
| 9. |
WARRANTIES BY THE PURCHASER |
23 |
| |
|
|
| |
9.1 |
Purchaser
Warranties |
23 |
| |
9.2 |
Independent
Warranties |
23 |
| |
9.3 |
Reliance |
23 |
| |
|
|
|
| 10. |
PARTY AS TRUSTEE |
24 |
| |
|
|
| |
10.1 |
Capacity |
24 |
| |
10.2 |
Trustee’s
warranties |
24 |
| |
|
|
|
| 11. |
CONDUCT AFTER SETTLEMENT |
24 |
| |
|
|
| |
11.1 |
Appointment
of proxy |
24 |
| |
11.2 |
Records |
24 |
| |
|
|
|
| 12. |
CONFIDENTIALITY |
25 |
| |
|
|
| |
12.1 |
Terms
to remain confidential |
25 |
| |
12.2 |
Disclosure
of Information |
25 |
| |
12.3 |
Public
announcements |
25 |
| |
12.4 |
Obligations
continuing |
25 |
| |
|
|
|
| 13. |
RESTRICTIONS AGAINST COMPETITION |
26 |
| |
|
|
| |
13.1 |
Non
compete covenant |
26 |
| |
13.2 |
No
solicitation of customers |
26 |
| |
13.3 |
No
acceptance of business |
26 |
| |
13.4 |
No
solicitation of employees or agents |
26 |
| |
13.5 |
Restraints
reasonable |
26 |
| |
13.6 |
Severability |
26 |
| |
13.7 |
Interpretation |
26 |
| |
13.8 |
Application
of Restraint of Trade |
27 |
| |
13.9 |
Excluded
activities |
27 |
| |
|
|
|
| 14. |
NOTICES AND OTHER COMMUNICATIONS |
28 |
| |
|
|
| |
14.1 |
Service
of notices |
28 |
| |
14.2 |
Address
of Parties |
28 |
| |
14.3 |
Electronic
Communications |
29 |
| |
14.4 |
Effective
on receipt |
29 |
| |
|
|
|
| 15. |
DISPUTE RESOLUTION |
29 |
| |
|
|
| |
15.1 |
Notice
of Dispute |
29 |
| |
15.2 |
Failure
to resolve dispute |
29 |
| |
15.3 |
Appointment
of mediator |
29 |
| |
15.4 |
Referral
to Court |
29 |
| |
15.5 |
Injunctive
declaratory or other interlocutory relief |
30 |
| |
|
|
|
| 16. |
GST LIABILITY |
30 |
| |
|
|
| 17. |
GST |
30 |
| |
|
|
| |
17.1 |
Recovery
of GST |
30 |
| |
17.2 |
Liability
net of GST |
30 |
| |
17.3 |
Adjustment
events |
30 |
| |
17.4 |
Survival |
30 |
| |
17.5 |
Definitions |
30 |
| 18. |
GENERAL |
30 |
| |
|
|
| |
18.1 |
Further
Acts |
30 |
| |
18.2 |
Costs |
31 |
| |
18.3 |
Amendment |
31 |
| |
18.4 |
Assignment |
31 |
| |
18.5 |
Severability |
31 |
| |
18.6 |
Consents |
31 |
| |
18.7 |
Waivers |
31 |
| |
18.8 |
No
merger |
31 |
| |
18.9 |
Enurement |
31 |
| |
18.10 |
Indemnities |
31 |
| |
18.11 |
Entire
Agreement |
32 |
| |
18.12 |
No
Representation or Reliance |
32 |
| |
18.13 |
Counterparts |
32 |
| |
|
|
|
| 19. |
GOVERNING LAW AND JURISDICTION |
32 |
| |
|
|
| |
19.1 |
Jurisdiction |
32 |
| |
19.2 |
Governing
Law |
32 |
| SCHEDULE
1 – VENDOR WARRANTIES |
34 |
| SCHEDULE
2 – PURCHASER WARRANTIES |
46 |
| SCHEDULE
3 – COMPANY ACCOUNTS |
47 |
| SCHEDULE
4 – COMPANY INSURANCES |
48 |
| SCHEDULE
5 – COMPANY GROUP ASSETS |
49 |
THIS
AGREEMENT is made on 5 December 2025
BETWEEN
Vega
Global Technologies Limited (ACN 667 154 261) of 283 Rokeby Road Subiaco WA 6008 (Purchaser);
AND
Isidore
Project Pty Ltd (ACN 676 197 881) of
Level 6, 200 Adelaide Street, Brisbane QLD 4000 (Vendor);
AND
Mirragin
Project Isidore Pty Ltd (ACN 663 281 034) of Level 6, 200 Adelaide Street, Brisbane QLD 4000 (Mirragin
or the Company).
RECITALS
| A. |
The
Vendor is the legal and beneficial owners of 100% of the issued shares in the capital of Mirragin. |
| |
|
| B. |
The
Vendor has agreed to sell and the Purchaser has agreed to purchase the Vendor Shares pursuant to the terms of this Agreement. |
| |
|
| C. |
Following
Settlement, Mirragin will become a wholly owned subsidiary of the Purchaser. |
| |
|
| D. |
The
Purchaser will become a wholly owned subsidiary of Braiin following Settlement, pursuant to a separate share sale agreement. |
IT
IS AGREED as follows:
| 1. |
DEFINITIONS
AND INTERPRETATION |
In
this Agreement:
Accounting
Standards means:
| |
(a) |
the
accounting standards made by the AICPA, relating to the preparation and content of financial statements; and |
| |
(b) |
generally
accepted accounting principles that are consistently applied for companies similar to Mirragin, except those inconsistent with the
standards or requirements referred to in paragraph (a). |
Accounts
means in respect of each Company Group Member, the audited balance sheet of that member as at the Accounts Date and the audited profit
and loss account of that member for the year ending on the Accounts Date, true copies of which are set out in Schedule 3.
Accounts
Date means 30 June 2025.
Affiliates
means (in relation to a Party):
| |
(a) |
a
Related Body Corporate of the Party; |
| |
|
|
| |
(b) |
an
associate of the Party (within the meaning of section 15 of the Corporations Act); and |
| |
|
|
| |
(c) |
any
entity (such as a natural person, body corporate, partnership or trust) which the Party Controls, or which is Controlled by the party. |
Agreed
Dividend has the meaning given to it in clause 5.2.
Agreement
means the agreement constituted by this agreement and includes the recitals, schedules and annexures.
AICPA
means The American Institute of Certified Public Accountants.
Authorisation
means any permit, approval, authorisation, consent, exemption, filing, licence, notarisation, registration, password or waiver however
described and any renewal or variation to any of them.
Braiin
means Braiin Limited (ACN 660 713 093).
Braiin
Shares means fully paid ordinary shares in the capital of Braiin.
Business
means the business carried out by the Company Group as at the Execution Date, being a dynamic and customer-centric company specialising
in ICT consulting and personnel services.
Business
Day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.
Claim
means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, expense or liability incurred by or to
or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Claim
Notice has the meaning given to that term in clause 8.9.
Company
Group means Mirragin, together with each Related Body Corporate of Mirragin.
Company
Group Member means an entity within the Company Group.
Condition
means the condition precedent set out in clause 2.1.
Confidential
Information means any trade secrets, lists of information pertaining to clients of the Company Group and or suppliers, specifications,
drawings, inventions, ideas, records, reports, software, patents, designs, copyright material, secret processes or other information,
whether in writing or otherwise, relating to the Company Group.
Consequential
Loss means any loss or damage which would not be fairly and reasonably considered as arising naturally (that is, according to the
usual course of things) from the breach including loss of profits, loss of business opportunity and economic loss.
Consideration
has the meaning given in clause 4.1.
Consideration
Shares means 63,914, being that number of fully paid ordinary shares in the capital of Vega. The number of Consideration Shares
shall be equal to the quotient of US$650,005.38 divided by US$10.17.
Control
of an entity includes the power to directly or indirectly:
| |
(a) |
determine
the financial or operating policies of the entity; |
| |
|
|
| |
(b) |
control
the membership of the board or other governing body of the entity; and |
| |
|
|
| |
(c) |
control
the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the entity, |
regardless
of whether the power is in writing or not, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements,
understandings, practices or otherwise.
Corporations
Act means the Corporations Act 2001 (Cth).
Due
Diligence Materials means all information and documents provided to the Purchaser or its Representatives in the period ending at
5pm on the Business Day prior to the Execution Date.
Duty
means any stamp, transaction or registration duty or similar charge imposed by any Governmental Authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Encumbrance
means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential
right or trust arrangement and any other security or agreement of any kind given or created and including any possessory lien in the
ordinary course of business whether arising by operation of law or by contract.
End
Date means 5.00pm (AWST) on the later of:
| |
(a) |
the
date that Braiin is listed on the NASDAQ; or |
| |
|
|
| |
(b) |
31
January 2026 (or such later date as agreed by the Parties). |
Event
of Insolvency means:
| |
(a) |
a
receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person
or any asset of a person; |
| |
|
|
| |
(b) |
a
liquidator or provisional liquidator is appointed in respect of the corporation; |
| |
|
|
| |
(c) |
any
application (not being an application withdrawn or dismissed within 14 days) is made to a court for an order, or an order is made,
or a meeting is convened, or a resolution is passed, for the purposes of: |
| |
(i) |
appointing
a person referred to in paragraphs (a) or (b); |
| |
|
|
| |
(ii) |
winding
up a corporation; |
| |
|
|
| |
(iii) |
proposing
or implementing a scheme of arrangement; or |
| |
|
|
| |
(iv) |
any
event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual
or his estate under any Insolvency Provision; |
| |
(d) |
a
moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person’s
creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally
to the control of that person’s creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application
is not withdrawn or dismissed within 14 days; |
| |
|
|
| |
(e) |
a
person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable
to pay its debts; or |
| |
|
|
| |
(f) |
any
writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or
issued against or in relation to any asset of a person. |
Execution
Date means the date of this Agreement.
Financial
Debt means borrowings or other indebtedness of the Company Group under any bank facility, overdraft, bond, note or debenture.
Governmental
Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous
or not) charged with the administration of any applicable law.
GST
has the meaning given to it in the GST Act.
GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth)and any regulations thereto or such other act or regulations
of equivalent effect.
Head
Company has the same meaning as that term is defined in section 995-1 of the ITAA 97.
Immediately
Available Funds means cash or telegraphic or other electronic means of transfer of immediately cleared funds into a bank account
nominated in advance by the payee.
Insolvency
Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance
of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may satisfy or
avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of
any of the assets of any person.
Intellectual
Property Licence means all agreements under which any Company Group Member obtains from any person the exclusive or
non-exclusive right to use, but not the ownership of, any of the Intellectual Property Rights referred to in paragraphs (a) to (d)
inclusive of the definition of that term.
Intellectual
Property Rights means:
| |
(a) |
the
business names or trademarks owned or used at Execution Date by the Company Group; |
| |
|
|
| |
(b) |
the
Confidential Information owned or used at any time by the Company Group; |
| |
|
|
| |
(c) |
the
patents, patent applications, registered designs, unregistered designs, copyright and all other similar rights owned or used at any
time by the Company Group; and |
| |
|
|
| |
(d) |
the
Intellectual Property Licences. |
Invoice
means a tax invoice as defined in and for the purposes of the GST Act or any document allowing the Recipient to claim an input tax credit
under the GST Act.
Issue
Price means the initial listing price of Braiin Shares on NASDAQ, being US$10.17.
ITAA
36 means the Income Tax Assessment Act 1936 (Cth).
ITAA
97 means the Income Tax Assessment Act 1997 (Cth).
Liabilities
includes all liabilities (whether actual, contingent or prospective), Losses, damages, costs and expenses of whatever description.
Loss
means losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and Tax Costs.
Material
Adverse Effect means:
| |
(a) |
when
used in a Warranty in relation to a Company Group Member a material adverse effect on the financial position of the Company Group
Member when compared to what the financial position would be if the Warranty were true which is material according to the principles
set out in clause 1.3; and |
| |
|
|
| |
(b) |
when
used in all other cases in relation to a Company Group Member a material adverse effect on the financial position of the Company
Group Member which is material according to the principles set out in clause 1.3, |
| |
|
|
| |
(c) |
but
does not include: |
| |
|
|
| |
(d) |
any
matter, event or circumstance arising from changes in economic, business or public health conditions which impact on Mirragin and
their competitors in a similar manner; |
| |
|
|
| |
(e) |
any
change in taxation rates or laws, or applicable law, which impact on Mirragin and their competitors in a similar manner; |
| |
|
|
| |
(f) |
any
change occurring as a result of any act of god, pandemic, landslide, earthquake, fire, flood, or any other effect of the elements; |
| |
|
|
| |
(g) |
any
change in accounting policy required by law; or |
| |
|
|
| |
(h) |
any
change occurring directly or indirectly as a result of any matter, event or circumstance required by this Agreement or the transactions
contemplated by it. |
NASDAQ
means the Nasdaq stock exchange, operated in America.
Officer,
in relation to a corporation, has the meaning given in Section 9 of the Corporations Act.
Party
means a party to this Agreement and Parties means the parties to this Agreement.
Permitted
Encumbrance means:
| |
(a) |
a
charge or lien that arises by operation of statute or other law, in the course of ordinary business, where the amount secured is
not overdue or is being diligently contested in good faith and appropriately provisioned; |
| |
|
|
| |
(b) |
any
mechanic’s workmen’s or other like lien arising in the ordinary course of business, where the amount secured is not overdue
or is being diligently contested in good faith and appropriately provisioned; |
| |
|
|
| |
(c) |
any
retention of title arrangement undertaken in the ordinary course of day to day trading on arm’s length terms, as long as the
obligation it secures is discharged when due or is being diligently contested in good faith and appropriately provisioned; or |
| |
|
|
| |
(d) |
an
Encumbrance: |
| |
(i) |
existing
on the Execution Date that has been approved by the Purchaser; or |
| |
|
|
| |
(ii) |
that
arises after the Execution Date and that the Purchaser approves before it arises, |
where
the maximum aggregate amount secured from time to time does not increase, and the time for payment of that amount is not extended beyond
the amount and time approved by the Purchaser.
Prescribed
Occurrence means:
| |
(a) |
any
entity within the Company Group converting all or any of its shares into a larger or smaller number of shares; |
| |
|
|
| |
(b) |
any
entity within the Company Group resolving to reduce its share capital in any way; |
| |
|
|
| |
(c) |
any
entity within the Company Group: |
| |
(i) |
entering
into a buy back agreement; or |
| |
|
|
| |
(ii) |
resolving
to approve the terms of a buy back agreement; |
| |
(d) |
any
entity within the Company Group making an allotment of, or granting an option to subscribe for, any of its shares or agreeing to
make such an allotment or grant such an option; |
| |
|
|
| |
(e) |
any
entity within the Company Group issuing, or agreeing to issue, convertible notes; |
| |
|
|
| |
(f) |
any
entity within the Company Group disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; |
| |
|
|
| |
(g) |
any
entity within the Company Group charging, agreeing to charge, the whole, or a substantial part, of its business or property; |
| |
|
|
| |
(h) |
any
entity within the Company Group resolving that it be wound up; |
| |
|
|
| |
(i) |
the
appointment of a provisional liquidator of any entity within the Company Group; |
| |
|
|
| |
(j) |
the
making of an order by a court for the winding up of any entity within the Company Group; |
| |
|
|
| |
(k) |
an
administrator of any entity within the Company Group being appointed; |
| |
|
|
| |
(l) |
any
entity within the Company Group executing a deed of company arrangement; or |
| |
|
|
| |
(m) |
the
appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company
Group. |
Purchaser
Group means the Purchaser, together with each Related Body Corporate of the Purchaser.
Purchaser
Group Member means each entity within the Purchaser Group.
Purchaser
Warranties means the representations and warranties of the Purchaser set out in Schedule 2 and Purchaser Warranty means any
one of them.
Records
means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every
description and other material regardless of their form or medium and whether coming into existence before, on or after the Execution
Date, owned by the Company Group including certificates of registration, minute books, statutory books and registers, books of account,
tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial
records.
Related
Party has the meaning given in section 228 of the Corporations Act.
Related
Body Corporate has the meaning given in section 9 of the Corporations Act.
Representative
means, in relation to a Party, that Party’s directors, officers, employees, agents or advisers (including without limitation
lawyers, accountants, consultants, bankers, financial advisers and any representatives of those advisers).
Resolution
Institute means the Resolution Institute (ACN 008 651 232) and any successor organisation.
Revenue
means the revenue of the Company Group determined in accordance with Accounting Standards.
Revenue
Authority means any Federal, State, Territory or local government authority or instrumentality in respect of Tax.
Settlement
means the settlement on the Settlement Date of the sale and purchase of the Vendor Shares in accordance with the terms of this Agreement.
Settlement
Date means that date which is 7 Business Days after the satisfaction or waiver of the Condition (or such other date as is agreed
between the Parties).
Statutes
means all legislation of any country, state or territory enforced at any time, and any rule, regulation, ordinance, by law, statutory
instrument, order or notice at any time made under that legislation.
Tax
means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp, transaction, registration, duty or
similar charge which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any interest,
fine, penalty, charge, fee or any other accounting imposed on, or in respect of any of the above but excludes Duty.
Taxable
Supply has the meaning given to it in the GST Act.
Tax
Claim means a Claim by the Purchaser for the breach of a Tax Warranty or under the Tax Indemnity.
Tax
Cost means all costs and expenses incurred in:
| |
(a) |
managing
an inquiry; or |
| |
|
|
| |
(b) |
conducting
any objection, action, defence, or proceeding with the purpose of causing a withdrawal, reduction, postponement, avoidance or compromise
of a demand or assessment relating to Tax issued by a Governmental Authority under a Tax Law, |
in
relation to Tax or Duty, but does not include the Tax or Duty.
Tax
Indemnity means the indemnity given by the Vendor to the Purchaser under clause 7.5.
Tax
Law means any law relating to either Tax or Duty as the context requires.
Tax
Relief means any refund, credit, offset, relief, allowance, deduction, rebate, recoupment, compensation, Tax loss, right to repayment
or other benefit or saving in relation
to Tax and includes any amount otherwise payable which reduces, offsets, discharges or satisfies a Liability for Tax.
Tax
Return means any return relating to Tax including any document which must be lodged with a Governmental Authority administering a
Tax or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, application, schedule
or election and any attachment).
Tax
Warranties mean the tax warranties set out in paragraph 16 of Schedule 1.
Third
Party means a person that is not a Party or an Affiliate of a Party.
Third
Party Claim means:
| |
(a) |
a
Claim made by a Third Party against a Company Group Member, the Purchaser or any Affiliate of the Purchaser that is reasonably likely
to result in a Warranty Claim; or |
| |
|
|
| |
(b) |
a
Claim a Company Group Member, the Purchaser or an Affiliate of the Purchaser is entitled to make against a Third Party based on anything
that is reasonably likely to result in a Warranty Claim. |
Transaction
means the sale and purchase of the Vendor Shares on the terms and conditions set out in this Agreement.
Vendor
Shares means 100% of the shares in the capital of Mirragin.
Vendor
Warranties means the Warranties set out in Schedule 1 and Vendor Warranty means any one of them.
Warranty
Claim means a Claim by the Purchaser against the Vendor arising as a result of a breach of a Vendor Warranty, a Claim under clause
7.4 and any Tax Claim.
In
this Agreement:
| |
(a) |
headings
are for convenience only and do not affect its interpretation; |
| |
|
|
| |
(b) |
no
provision of this Agreement will be construed adversely to a Party because that Party was responsible for the preparation of this
Agreement or that provision; |
| |
|
|
| |
(c) |
specifying
anything after the words “include” or “for example” or similar expressions
does not limit what else is included; |
| |
|
|
| |
and, unless the context otherwise requires: |
| |
|
|
| |
(d) |
an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them jointly and each of
them severally; |
| |
|
|
| |
(e) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
| |
|
|
| |
(f) |
a
reference to any Party includes that Party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
|
|
| |
(g) |
a
reference to a body, other than a Party to this Agreement whether statutory or not: |
| |
(i) |
which
ceases to exist; or |
| |
|
|
| |
(ii) |
whose
powers or functions are transferred to another body, |
is
a reference to the body which replaces it or substantially succeed its powers or functions;
| |
(h) |
a
reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; |
| |
(i) |
a
reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory
provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued
under it; |
| |
|
|
| |
(j) |
words
importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
|
|
| |
(k) |
references
to parties, clauses, schedules, exhibits or annexures are references to Parties, clauses, schedules, exhibits and annexures to or
of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement; |
| |
|
|
| |
(l) |
where
a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding
meaning; |
| |
|
|
| |
(m) |
a
reference to time is to time as observed in Perth, Western Australia; |
| |
|
|
| |
(n) |
if
a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
| |
|
|
| |
(o) |
a
reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
| |
|
|
| |
(p) |
if
an act prescribed under this Agreement to be done by a Party on or by a given day is done after 5.00pm on that day, it is taken to
be done on the next day; |
| |
|
|
| |
(q) |
where
an action is required to be undertaken on a day that is not a Business Day it shall be undertaken on the next Business Day; |
| |
|
|
| |
(r) |
a
reference to a payment is to a payment by bank cheque or such other form of cleared funds the recipient otherwise allows in the relevant
lawful currency specified; |
| |
|
|
| |
(s) |
a
reference to $A or dollar is to the lawful currency of the Commonwealth of Australia and a reference to USD or US$
is to the lawful currency of the United States of America; and |
| |
|
|
| |
(t) |
a
reference to a Party using or an obligation on a Party to use reasonable endeavours or its best endeavours does not oblige that Party
to: |
| |
(A) |
in
the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or
costs, including costs of advisers, to procure the relevant thing); or |
| |
|
|
| |
(B) |
in
circumstances that are commercially onerous or unreasonable in the context of this Agreement; |
| |
(ii) |
provide
other valuable consideration to or for the benefit of any person; or |
| |
|
|
| |
(iii) |
agree
to commercially onerous or unreasonable conditions. |
Unless
the contrary intention appears, a matter will be regarded as “material” if alone or together with a series of similar or
related matters, it will, or would be likely to, in any 12 month period:
| |
(a) |
involve
a Claim by or against a Company Group Member exceeding US$350,000; |
| |
|
|
| |
(b) |
have
a financial impact on revenues or expenses of a Company Group Member exceeding: |
| |
(i) |
in
the case of any unusual or non-recurring event, US$350,000; and |
| |
|
|
| |
(ii) |
in
the case of any recurrent event, US$35,000; |
| |
(c) |
have
a financial impact on the value of the assets or liabilities of the Company Group Member exceeding US$350,000; or |
| |
|
|
| |
(d) |
impose
an obligation or confer a benefit on a Company Group Member of an amount exceeding US$350,000, |
where
the “financial impact” is to be assessed in the case of a Warranty Claim, by reference to the position if the Warranty were
true, and in all other cases, is to be assessed by reference to the position set out in the Accounts.
Clauses
3 and 6 of this Agreement are subject to and do not become binding on the Parties unless and until Braiin has been preliminarily approved
by NASDAQ for listing and trading and has received written approval for the United States Securities and Exchange Commission that its
registration statement has been approved and is declared effective, unless this condition has been waived in accordance with clause 2.2.
| 2.2 |
Benefit
of the Condition |
The
Condition is for the benefit of the Purchaser and the Purchaser may, by notice in writing to the Vendor on or before the End Date, waive
this Condition.
| |
(a) |
Each
Party must provide all reasonable assistance to the others as is necessary to satisfy the Condition including by: |
| |
(i) |
signing
and delivering all documents and doing everything reasonably necessary or desirable to carry out its obligations under this clause
2; and |
| |
(ii) |
keep
the other party regularly informed of the status of any discussions or negotiations with relevant third parties about the Condition. |
| |
(b) |
Nothing
in this clause obliges a Party to waive the Condition or grant an extension of time for satisfaction of the Condition. |
The
Purchaser must promptly notify the Vendor in writing if the Condition has been satisfied or cannot be satisfied, or any material development
which has an impact on the likelihood of the Condition being satisfied by the End Date.
| 2.5 |
Termination
before Settlement |
If
the Condition have not been satisfied or waived in accordance with clause 2.2, prior to the End Date, then with effect from the End Date,
the Purchaser or the Vendor may by giving not less than 5 Business Days’ written notice to the other Parties, terminate this Agreement.
| 2.6 |
Agreement
of no effect |
If
a Party gives notice terminating the Agreement under clause 2.5 this Agreement shall be deemed to be at an end and of no force or effect
with none of the Parties being subject to any of the obligations contained in this Agreement and with no Party claiming any rights at
law or equity against the other Parties, save for the performance of those covenants and agreements (if any) which should have been performed
on or before the date of termination, and all damages for breach of the same.
| 3.1 |
Agreement
to buy and sell Vendor Shares |
The
Vendor, as legal owner of the Vendor Shares, agrees to sell, free from Encumbrances, and the Purchaser agrees to purchase, the Vendor
Shares for the Consideration and on the further terms and conditions set out in this Agreement.
The
Vendor must sell the Vendor Shares to the Purchaser together with all rights attached to them as at the Execution Date and that accrue
between the Execution Date and Settlement, other than the Agreed Dividend.
| 3.3 |
Waiver
of pre-emption |
The
Vendor waives all rights of pre-emption or other rights over any of the Vendor Shares conferred either by the constitution of Mirragin,
by any shareholders agreement relating to shares or other securities in Mirragin, or in any other way.
Title
to and risk in the Vendor Shares passes to the Purchaser on Settlement.
The
consideration payable by the Purchaser is the Consideration Shares to be issued and allotted in accordance with clause 4.2 (the Consideration).
| 4.2 |
Payment
of consideration |
On
the Settlement Date the Purchaser will procure that Vega will allot and issue the Consideration Shares to the Vendor and provide any
documentation reasonably requested by the Vendor to evidence the Consideration Shares have been issued in accordance with the terms of
this Agreement.
The
Vendor agrees and acknowledges that it will be required to enter into a restriction agreement to give effect to a mandatory escrow of
the Vendor Consideration Shares for:
| |
(a) |
in
relation to 50% of the Consideration Shares, a period of twelve (12) months from the date of issue; and |
| |
|
|
| |
(b) |
in
relation to the remaining 50% of the Consideration Shares, a period of twenty-four (24) months from the date of issue. |
The
Vendor agrees and acknowledges that they will enter into restriction agreements in respect of the Consideration Shares on this basis.
| 5. |
CONDUCT
BEFORE SETTLEMENT |
| 5.1 |
Conduct
of Company Group’s Business |
The
Vendor covenants with the Purchaser that during the period commencing on the Execution Date and expiring on the earlier of termination
of this Agreement or the Settlement Date, each entity within the Company Group will not, except as contemplated by this Agreement, without
the prior written consent of the Purchaser:
| |
(a) |
enter
into any contract or commitment requiring it to pay more than US$350,000 or more than US$350,000 per annum other than in the ordinary
course of business; |
| |
|
|
| |
(b) |
acquire
any asset or authorise any capital expenditure of value that exceeds US$350,000 other than in the ordinary course of business; |
| |
|
|
| |
(c) |
dispose
of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its assets or any interest in any of them; |
| |
|
|
| |
(d) |
grant
any option to subscribe for any security in any entity within the Company Group or allot or issue or agree to allot or issue any
security, share or loan capital or any security convertible into any share or loan capital in any entity within the Company Group; |
| |
|
|
| |
(e) |
resolve
to reduce its share capital in any way; |
| |
(f) |
enter
into a buy-back agreement or resolve to approve the terms of a buy-back agreement; |
| |
|
|
| |
(g) |
declare
or pay any dividend or make any other distribution of its assets or profits, other than the Agreed Dividend; |
| |
|
|
| |
(h) |
alter
or agree to alter its constitution other than as provided for in this Agreement; |
| |
|
|
| |
(i) |
resolve
any new programs or budgets; |
| |
|
|
| |
(j) |
cancel
any existing insurance policy in the name of or for the benefit of a member of the Company Group unless a replacement policy (on
terms no less favourable to the Company Group Member, if available in the market) has been put in place; |
| |
|
|
| |
(k) |
repay
any shareholder loans or advances except in accordance with this Agreement; |
| |
|
|
| |
(l) |
vary,
terminate or fail to renew any of its contracts, Authorisations or commitments, other than in the ordinary course of its business;
or |
| |
|
|
| |
(m) |
change
any accounting method, practice or principle used by it. |
| |
(a) |
The
Parties acknowledge and agree that, any profits of Mirragin accrued prior to the Settlement Date do not form part of the sale to
the Purchaser and, subject to applicable law, will be paid by way of a fully franked dividend to the Vendor in such manner, proportions
and at times prior to Settlement, as is directed by the Vendor (Agreed Dividend). |
| |
|
|
| |
(b) |
The
Purchaser agrees that Mirragin may frank any Agreed Dividend to the extent that such payment or payments do not create a franking
account deficit in respect of Mirragin. |
Nothing
in clause 5.1 restricts the Vendor or any Company Group Member from doing anything:
| |
(a) |
that
is expressly permitted in this Agreement; |
| |
|
|
| |
(b) |
to
reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage
to property); |
| |
|
|
| |
(c) |
that
is necessary for a member of the Company Group to meet its legal or contractual obligations or the requirements of a Governmental
Authority; or |
| |
|
|
| |
(d) |
that
is agreed to in writing between Mirragin and the Purchaser (such agreement not to be unreasonably withheld or delayed). |
| |
(a) |
The
Vendor covenants in favour of the Purchaser that, during the period commencing on the Execution Date and expiring on the Settlement
Date, it will allow the Purchaser to carry out a financial, commercial and legal due diligence on the Company Group and will provide
the Purchaser upon reasonable notice with all relevant information in respect of the Company Group, in order for the Purchaser to
complete this due diligence. |
| |
|
|
| |
(b) |
The
Purchaser may only exercise its right of access under clause 5.4(a) to the extent the access will not, in the reasonable opinion
of the Vendor: |
| |
(i) |
unreasonably
interfere with the conduct of the Business or the activities and operations of the Company Group; |
| |
|
|
| |
(ii) |
breach
any obligations (including obligations of confidentiality) that the Vendor or a Company Group Member owes to any third party or under
any Statute; or |
| |
(iii) |
compromise
or result in a risk of damage or compromise to the protection of legal professional privilege in relation to any of the Records, |
and
the Purchaser agrees to comply with the Vendor’s reasonable requirements and directions in relation to the access.
| |
(c) |
The
Parties must ensure that, as soon as possible after the execution of this Agreement, their Representatives meet and use their best
endeavours to determine the most appropriate method of implementing the steps required to ensure a smooth transition of the management
and operation of the Company Group with the Purchaser Group following Settlement. |
Before
Settlement, the Vendor must procure that:
| |
(a) |
all
indebtedness due from the Vendor to Mirragin is either satisfied in full or forgiven by Mirragin (whereby no actual payment is made
and the Vendor is released from any liability to Mirragin); and |
| |
|
|
| |
(b) |
all
indebtedness due from Mirragin to the Vendor is satisfied in full without payment of interest. |
| 6.1 |
Time
and Location of Settlement |
Settlement
shall take place at 10.00am (AWST) on the Settlement Date at such offices as the Parties may agree and at such time as shall be agreed
by the Parties.
| 6.2 |
The
Vendor’s obligations at Settlement |
At
Settlement, the Vendor must confer on the Purchaser title to the Vendor Shares and place the Purchaser in effective possession and control
of the Company Group. To this end, at or prior to Settlement:
| |
(a) |
the
Vendor must deliver or cause to be delivered to the Purchaser: |
| |
(i) |
restriction
agreements for the Consideration Shares on the terms set out in clause 4.3, duly signed by the Vendor; |
| |
|
|
| |
(ii) |
separate
instruments of transfer in registrable form for the Vendor Shares held by the Vendor in favour of the Purchaser (as transferee) which
have been duly executed by the Vendor (as transferor); |
| |
|
|
| |
(iii) |
the
common seal (and any duplicate common seal, share seal or official seal) of each entity within the Company Group (if any); |
| |
|
|
| |
(iv) |
all
available copies of the constitutions of each entity within the Company Group; |
| |
|
|
| |
(v) |
details
of the current corporate key issued by the Australian Securities and Investments Commission for each entity within the Company Group; |
| |
|
|
| |
(vi) |
the
minute books and other records of meetings or resolutions of members and directors of each entity within the Company Group; |
| |
|
|
| |
(vii) |
all
registers of each entity within the Company Group (including the register of members, register of options, register of directors,
register of charges) in proper order and condition and fully entered up to the Settlement Date; |
| |
|
|
| |
(viii) |
all
cheque books, financial and accounting books and records, copies of tax returns and assessments, mortgages, leases, agreements, insurance
policies, title documents, licences, indicia of title, contracts, passwords to computers, certificates and all other records, papers,
books and documents of each entity within the Company Group; |
| |
(ix) |
the
written resignations of each of the directors and secretary of each entity within the Company Group with effect from Settlement; |
| |
|
|
| |
(x) |
a
duly completed authority for the alteration of the signatories of each bank account of each entity within the Company Group in the
manner required by the Purchaser by written notice before the Settlement Date; |
| |
|
|
| |
(xi) |
all
current Authorisations and other documents issued to each entity within the Company Group under any legislation, ordinance or otherwise
relating to their business activities; |
| |
|
|
| |
(xii) |
procure
that directors’ meetings of each entity within the Company Group
are held to attend to the following matters (as applicable): |
| |
(A) |
the
approval of the registration (subject to payment of stamp duty, if applicable) of the transfers of the Vendor Shares and the issue
of new share certificates for the Vendor Shares in the name of the Purchaser; |
| |
|
|
| |
(B) |
the
appointment as additional directors and secretaries of each entity within the Company Group of those persons nominated by the Purchaser
by written notice before the Settlement Date; |
| |
|
|
| |
(C) |
the
retirement, by written notice, of all directors and the company secretary of each entity within the Company Group with effect from
Settlement acknowledging that each of them has no Claim of any kind whatsoever against any entity within the Company Group by way
of compensation or entitlement for loss of office; and |
| |
|
|
| |
(D) |
the
revocation of all existing authorities to operate bank accounts of the Company Group. |
| 6.3 |
Vega’s
obligations at Settlement |
At
Settlement, Vega must allot and issue the Consideration Shares to the Vendor.
| 6.4 |
Conditions
of Settlement |
| |
(a) |
Settlement
is conditional on both the Purchaser and the Vendor complying with all of their obligations under this clause 6. |
| |
|
|
| |
(b) |
If
a Party (Defaulting Party) fails to satisfy its obligations under this clause 6 on the day and at the place and time for Settlement
then any other Party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those
obligations within a period of 10 Business Days from the date of the notice and declaring time to be of the essence. |
| |
|
|
| |
(c) |
If
the Defaulting Party fails to satisfy those obligations within those 10 Business Days under clause 6.4(b) above, the Notifying Party
may, without limitation to any other rights it may have, terminate this Agreement by giving written notice to the Defaulting Party. |
| 6.5 |
Settlement
simultaneous |
| |
(a) |
Subject
to clause 6.5(b), the actions to take place under this clause 6 are interdependent and must take place, as nearly as possible, simultaneously.
If one action does not take place, then without prejudice to any rights available to any Party as a consequence: |
| |
(i) |
there
is no obligation on any Party to undertake or perform any of the other actions; |
| |
|
|
| |
(ii) |
to
the extent that such actions have already been undertaken, the Parties must do everything reasonably required to reverse those actions;
and |
| |
(iii) |
each
Party must return to the other all documents delivered to it under this clause 6, and must each repay to the other all payments received
by it under this clause 6, without prejudice to any other rights any Party may have in respect of that failure. |
| |
(b) |
The
Purchaser may, in its sole discretion, waive any or all of the actions that the Vendor are required to perform under clause 6.2. |
| 7. |
REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
| 7.1 |
Representations
and Warranties |
Subject
to the qualifications and limitations in clause 8, the Vendor gives the Vendor Warranties in favour of the Purchaser, on the Execution
Date and on each day between the Execution Date and the Settlement Date.
| 7.2 |
Independent
Warranties |
The
Vendor Warranties are to be construed separate and independently of the others and are not limited by reference to any other Vendor Warranty.
The
Vendor acknowledges that the Purchaser has entered into this Agreement and will complete this Agreement in reliance on the Vendor Warranties.
The
Vendor agrees to indemnify the Purchaser and each Company Group Member against, and must pay the Purchaser an amount equal to, any Loss
suffered or incurred by the Purchaser or a Company Group Member as a result of a breach of a Vendor Warranty, except to the extent that
the Vendor Warranty or the Vendor’s liability for the Loss is limited or qualified under clause 8, and this will be the sole remedy
of the Purchaser and each Company Group Member in respect of any such breach.
| |
(a) |
The
Vendor agrees to indemnify the Purchaser, and must pay the Purchaser the amount of any: |
| |
(i) |
Tax
or Duty payable by a Company Group Member to the extent that the Tax or Duty: |
| |
(A) |
relates
to any period, or part period, up to and including Settlement; or |
| |
|
|
| |
(B) |
arises
as a result of entry into this Agreement or Settlement (other than any Duty to be paid by the Purchaser under clause 18.2(a)); and |
| |
(ii) |
Tax
Costs incurred by or on behalf of a Company Group Member to the extent those Tax Costs arise from or relate to any of the matters
for which the Vendor may be liable under clause 7.5(a)(i). |
| |
(b) |
Notwithstanding
clause 7.5(a)(i), the Tax Indemnity does not apply to a Tax Claim and the liability of the Vendor in respect of any Tax Claim is
reduced or extinguished: |
| |
(i) |
to
the extent that it arises as a result of any income derived, loss, outgoing or deductions incurred or activities undertaken, or deemed
for Tax purposes to have been undertaken, after Settlement; |
| |
|
|
| |
(ii) |
to
the extent that it arises as a result of the transactions contemplated by this Agreement; |
| |
|
|
| |
(iii) |
to
the extent that it arises from the Company Group or the Purchaser or any of their Related Bodies Corporate taking a position in relation
to the application of a law in relation to Tax that is inconsistent with the position taken by the Company Group prior to Settlement
(including a position adopted
in the calculation of any Tax balance in the Accounts), unless the Company Group is required to adopt that inconsistent position to comply
with a Tax Law; |
| |
(iv) |
to
the extent that it results from or is increased by the failure of the Purchaser, the Company Group or any of their respective Related
Bodies Corporate, after the Settlement Date in a reasonably timely manner to: |
| |
(A) |
lodge
any return, notice, objection, or other document in relation to the Tax Claim; |
| |
|
|
| |
(B) |
claim
all or any portion of any available Tax Relief; |
| |
|
|
| |
(C) |
disclose
or correctly describe in any notice, return, objection or other document relating to the Tax Claim any relevant matters within the
reasonable knowledge of the Purchaser or the Company Group or any of their Respective Bodies Corporate; or |
| |
|
|
| |
(D) |
take
any other action which the Company Group or any Related Body Corporate of the Company Group is required to take under any Tax Law;
or |
| |
(v) |
to
the extent that an amount has been included as a provision, allowance, reserve or accrual in the Accounts. |
| 7.6 |
Notification
of Warranty Breaches |
The
Vendor must promptly notify the Purchaser if at any time after the Execution Date they become aware that:
| |
(a) |
a
Vendor Warranty has ceased to be true; or |
| |
|
|
| |
(b) |
an
act or event has occurred that would or might reasonably be expected to result in a Vendor Warranty ceasing to be true if it were
repeated immediately at Settlement, |
and
must also provide the Purchaser with details of that fact which are known to the Vendor.
| 7.7 |
Undertaking
not to make Claims |
The
Vendor undertakes to the Purchaser and any current or former director, officer or employee of the Purchaser who was at the Execution
Date a director, officer or employee of the Company Group Member (Officer) that they shall not make a Claim or demand against
any Officer in respect of any matter arising in connection with this Agreement including any breach of a Vendor Warranty.
| 8. |
QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
| |
(a) |
The
Purchaser cannot make a Warranty Claim and the Liability of the Vendor is reduced or extinguished (as the case may be) to the extent
that the Warranty Claim (other than a Tax Claim) arises out of any facts, matters or circumstances disclosed in this Agreement. |
| |
|
|
| |
(b) |
The
Vendor’s liability for any Warranty Claim is reduced or extinguished (as the case may be) to the extent that the matter giving
rise to the Claim is taken to be disclosed under this clause 8.1. |
| 8.2 |
Meaning
of Vendor’s Knowledge |
Where
any Vendor Warranty is qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s
knowledge, information and belief” or any similar expression, the Vendor will be deemed to know or be aware of a particular fact,
matter or circumstance if a director or officer of a Company Group Member is aware of that fact, matter or circumstance on the date the
Vendor Warranty is given.
The
Vendor’s total aggregate maximum liability for a breach of a Vendor Warranty is limited to A$750,000.
| 8.4 |
Qualifications
to the Vendor Warranties |
The
Vendor is not liable under any Claim for a breach of a Vendor Warranty, or under an indemnity given under this Agreement, unless the
amount finally agreed or adjudicated to be payable in respect of that Claim:
| |
(a) |
exceeds
US$25,000; and |
| |
|
|
| |
(b) |
either
alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims exceeds US$100,000. |
The
Vendor is not liable for a breach of a Vendor Warranty and has no Liability in relation to a Warranty Claim unless:
| |
(a) |
in
the case of a Tax Claim, the Purchaser has given written notice of the Tax Claim to the Vendor under clause 8.9 on or before the
date that is 7 years after Settlement; |
| |
|
|
| |
(b) |
in
the case of a Warranty Claim other than a Tax Claim, the Purchaser has given written notice of the Warranty Claim to the Vendor under
clause 8.9 on or before the date that is 2 years after Settlement; and |
| |
|
|
| |
(c) |
in
either case, the Warranty Claim has been settled or legal proceedings in a court of competent jurisdiction in respect of such Warranty
Claim have been properly issued and served on the Vendor within 12 months of such Warranty Claim being notified by the Purchaser
to the Vendor under clause 8.9. |
Notwithstanding
any other provision in this Agreement, the Vendor will not in any circumstances be liable to the Purchaser or any other person for any
Consequential Loss in relation to this Agreement or any transaction contemplated by this Agreement.
| 8.7 |
No
representation or implied warranty |
The
Purchaser acknowledges and agrees with the Vendor that:
| |
(a) |
the
Vendor Warranties are the only warranties that the Purchaser requires, and on which the Purchaser has relied, in entering into this
Agreement; |
| |
|
|
| |
(b) |
the
Vendor makes no representations or warranties, other than those contained in this Agreement; and |
| |
|
|
| |
(c) |
the
Purchaser does not rely on any representation or warranty, whether express or implied, made by or on behalf of the Vendor, other
than the Vendor Warranties and must not make any Claim asserting reliance on any representation or warranty, other than the Vendor
Warranties (or under the indemnity in clause 7.4). |
| 8.8 |
Other
limits on Claims |
The
Purchaser cannot make a Warranty Claim, and the liability of the Vendor in respect of any Warranty Claim is reduced or extinguished (as
the case may be) to the extent that:
| |
(a) |
the
Warranty Claim is made good, offset (including as a result of expenditure being tax deductible or amounts being treated as non-assessable,
in prior years or future years) or compensated for by any other means to the Purchaser or Mirragin (including, without limitation,
under a policy of insurance); |
| |
|
|
| |
(b) |
the
Warranty Claim results from any act or omission before Settlement carried out or omitted by or on behalf of the Purchaser or any
Purchaser Group Member (other than Mirragin) or at any of their direction; |
| |
(c) |
it
is caused by, or contributed to by, any act, omission, transaction or arrangement implementing, or permitted by, the terms of this
agreement or of any other agreement, transaction or arrangement contemplated by it; |
| |
|
|
| |
(d) |
the
Warranty Claim is attributable to any change after Settlement in the accounting policies or practices used in preparing the accounts
of Mirragin or it arises from application by Mirragin of accounting policies or practices inconsistently with their application before
Settlement; |
| |
|
|
| |
(e) |
the
matter giving rise to the Claim is remediable and, within 30 Business Days of receiving written notice of the Claim in accordance
with clause 8.9, the Vendor remedies the matter; |
| |
|
|
| |
(f) |
the
Loss is Consequential Loss; |
| |
|
|
| |
(g) |
the
Warranty Claim arises out of or is increased as a result of an act or omission by or on behalf of the Vendor or Mirragin, the details
of which have been fairly disclosed to the Purchaser in writing and where the Purchaser has subsequently provided its written consent
to that act or omission; |
| |
|
|
| |
(h) |
the
Warranty Claim relates to a liability that is contingent, unless and until the liability becomes an actual liability and is due and
payable; |
| |
|
|
| |
(i) |
the
Loss has been recovered by the Purchaser under another Claim; |
| |
|
|
| |
(j) |
the
Loss is recovered or recoverable by the Purchaser (or by Mirragin after Settlement) from a person other than the Vendor whether by
way of contract, indemnity, under an insurance policy or otherwise (and the Purchaser agrees to use, and to procure that Mirragin
use, all reasonable endeavours to recover such Loss); |
| |
|
|
| |
(k) |
the
Warranty Claim would not have arisen but for a change in ownership of Mirragin, or a restructure of the Business, on or after Settlement; |
| |
|
|
| |
(l) |
the
Warranty Claim (other than a Tax Claim) arises out of a fact, matter or circumstance that is within the actual knowledge of the Purchaser
or its Representatives at the Execution Date or Settlement (as applicable); |
| |
|
|
| |
(m) |
the
Warranty Claim arises as a result of or in consequence of anything done at the written request of the Purchaser; |
| |
|
|
| |
(n) |
a
provision, allowance, reserve or accrual has been made in the Accounts; |
| |
|
|
| |
(o) |
the
Liability suffered arises out of or is relating to an opinion, estimate, projection, business plan, budget or forecast; or |
| |
|
|
| |
(p) |
the
Warranty Claim occurs as a result of a change after the Execution Date in any: |
| |
(i) |
law;
or |
| |
|
|
| |
(ii) |
policy
of any Governmental Authority, |
including
changes that have retrospective effect (in each case except where such change was publicly announced prior to the Execution Date).
| 8.9 |
Notice
of potential Claim |
If
the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Warranty Claim it must notify the Vendor
in writing, within 10 Business Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the
fact, matter or thing relied on as giving rise to the Warranty Claim, the Vendor Warranty that is the subject of the Warranty Claim (if
applicable) and all relevant details of the Warranty Claim in so far as they are available to the Purchaser.
| 8.10 |
Conduct
of Third Party Claims |
| |
(a) |
The
Vendor may within 20 Business Days from the date of time receipt of a Claim Notice (or if the Vendor becomes aware by any other means
of a Third Party Claim) elect by written notice given to the Purchaser to: |
| |
(i) |
take
over the conduct of the Third Party Claim; and |
| |
|
|
| |
(ii) |
take
such actions as the Vendor may decide about the Third Party Claim, including to negotiate, defend or settle the Third Party Claim
and to recover costs incurred as a consequence of the Third Party Claim from any person. |
| |
(b) |
Where
the Vendor takes over the conduct and/or defence of any Third Party Claim under this clause 8.10, the Vendor must: |
| |
(i) |
afford
the Purchaser the opportunity to consult with the Vendor on all matters of significance for the goodwill of the Business; and |
| |
|
|
| |
(ii) |
at
reasonable and regular intervals provide the Purchaser with written reports concerning the conduct, negotiation, control, defence
and outcome or settlement of the Third Party Claim. |
| |
(c) |
The
Purchaser must take, and must procure that the relevant Company Group Member takes, all steps necessary to allow the Vendor to conduct
a Third Party Claim under this clause 8.10 including to: |
| |
(i) |
take
all action and render all assistance reasonably requested by the Vendor in connection with its conduct of the Third Party Claim; |
| |
|
|
| |
(ii) |
not
admit liability for, negotiate, enter into any agreement about, settle or compromise the Third Party Claim without the Vendor’s
prior written consent; |
| |
|
|
| |
(iii) |
allow
the Vendor to negotiate, enter into any agreement about, settle or compromise the Third Party Claim as the Vendor considers appropriate;
and |
| |
|
|
| |
(iv) |
provide
the Vendor with access to (with the right to take copies) and make available to the Vendor all relevant personnel, relevant documents,
books and records reasonably required for the purpose of the conduct of any Third Party Claim. |
| |
(d) |
For
as long as the Vendor has not elected to take over the conduct or defence of a Third Party Claim under clause 8.10: |
| |
(i) |
the
Purchaser may take such actions as the Purchaser may decide about the Third Party Claim, including to negotiate, defend and/or settle
the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim from any person; |
| |
|
|
| |
(ii) |
the
Purchaser must at reasonable and regular intervals provide the Vendor with written reports concerning the conduct, negotiation, control,
defence and/or outcome or settlement of the Third Party Claim and must not settle the Third Party Claim without the prior approval
of the Vendor (which must not be unreasonably withheld); |
| |
|
|
| |
(iii) |
the
Purchaser must afford the Vendor the opportunity to consult with the Purchaser on matters of significance in relation to the conduct,
negotiation and settlement of the Third Party Claim; and |
| |
|
|
| |
(iv) |
the
Vendor must render to the Purchaser, at the Purchaser’s expense, all such assistance as the Purchaser may reasonably require
in disputing any Third Party Claim. |
| 8.11 |
Reimbursement
if subsequent recovery from third parties |
| |
(a) |
Where
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) is at any time entitled to recover from another
person any sum for a matter giving rise to a Warranty Claim, the Purchaser must (and, if relevant, must procure that its concerned
Affiliate must) take all reasonable steps to enforce that recovery before taking action against the Vendor. If the Purchaser or any
Affiliate of the Purchaser (including a Company Group Member) recovers an amount from that other person, the amount of the Warranty
Claim against the Vendor will be reduced by the amount recovered. |
| |
|
|
| |
(b) |
If
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) receives any payment from or on behalf of the
Vendor for any Warranty Claim (Vendor Payment) and any of the Purchaser, any Affiliate of the Purchaser or a Company Group
Member subsequently recovers any amount from any Third Party (including under a Third Party Claim) for anything relating to that
Warranty Claim (Recovered Amount), the Purchaser must as soon as reasonably practicable: |
| |
(i) |
notify
the Vendor of the Recovered Amount; and |
| |
|
|
| |
(ii) |
pay
the Vendor an amount equal to the lesser of: |
| |
(A) |
the
Recovered Amount less any Tax payable on those amounts, any reasonable costs and expenses incurred by the Purchaser, any Affiliate
of the Purchaser or the Company Group Member (as the case may be) in making that recovery; and |
| |
|
|
| |
(B) |
the
Vendor Payment. |
| 8.12 |
Mitigation
of losses |
| |
(a) |
On
and after Settlement, the Purchaser must not omit to take, and must not omit to procure that each Company Group Member takes, any
reasonable action (to the extent required under the principals which apply in respect of common law contractual damages Claims (even
though the Warranty Claim may be an indemnity claim)) that would mitigate any Liability or potential Liability of the Vendor for
a Warranty Claim including by omitting to seek recovery or compensation by other means if it is available, provided that this does
not require the Purchaser to do, or omit to do, anything which may prejudice its ability, or the ability of any Company Group Member,
to recover under any available insurance. |
| |
|
|
| |
(b) |
If
the Purchaser fails to comply with clause 8.12(a) and compliance with that clause would have mitigated any Liability, the Vendor
is not liable for the amount by which the Liability would have been reduced by such compliance. |
| 8.13 |
Purchaser
acknowledgements |
The
Purchaser acknowledges, agrees and represents that:
| |
(a) |
the
disclosure of any matter in the Due Diligence Materials does not constitute or imply any warranty, representation, statement, covenant,
agreement, indemnity or undertaking not expressly given by the Vendor in this Agreement and the contents of the Due Diligence Materials
do not have the effect of extending the scope of any of the Vendor Warranties or the other provisions of this Agreement; and |
| |
|
|
| |
(b) |
any
Claim by the Purchaser against the Vendor must be based solely on and limited to the express provisions of this Agreement and that,
to the maximum extent permitted by law, all terms and conditions that may be implied by law in any jurisdiction and which are not
expressly set out in this Agreement are excluded (and to the extent that any of those terms and conditions cannot be excluded then
the Purchaser irrevocably waives all rights and remedies that it may have, and releases the Vendor from any Liability, under those
terms and conditions). |
The
Purchaser will not be entitled to recover damages or obtain payment, reimbursement or restitution more than once for the same Liability
or breach of this Agreement.
| 8.15 |
Independent
limitations |
Each
qualification and limitation in this clause 8 is to be construed independently of the others and is not limited by any other qualification
or limitation.
| 8.16 |
Reduction
of Consideration |
| |
(a) |
Any
monetary compensation received by the Purchaser as a result of any breach by the Vendor of any Vendor Warranty or as a result of
any Claims under any guarantee or indemnity granted in favour of the Purchaser under this Agreement shall be in reduction of the
Consideration. |
| |
|
|
| |
(b) |
Any
payment (including a reimbursement) made by the Purchaser to the Vendor in respect of any Claim will be an increase of the Consideration. |
| 8.17 |
Tax
effect of Claims |
If
a Party (Payor) is liable to pay an amount to another Party (Recipient) in respect of a Claim and that payment is treated
as income under the Tax Law such that the payment increases the income tax payable by the Recipient, or the Head Company of any consolidated
group of which the Recipient is a member (collectively the Recipient Group) under the Tax Law, then the payment must be grossed-up
by such amount as is necessary to ensure that the net amount retained by the Recipient Group after deduction of Tax or payment of the
increased income tax equals the amount the Recipient Group would have retained had the Tax or increased income tax not been payable.
In
assessing any Loss recoverable by the Purchaser as a result of any Claim, there must be taken into account any benefit accruing to the
Purchaser or Mirragin (including any amount of any relief, allowance, exemption, exclusion, set-off, deduction, loss, rebate, refund,
right to repayment or credit granted or available in respect of a Tax or Duty under any law obtained or obtainable by the Purchaser or
Mirragin and any amount by which any Tax or Duty for which the Purchaser or Mirragin are or may be liable to be assessed or accountable
is reduced or extinguished), arising directly or indirectly from the matter that gives rise to that Claim.
| |
(a) |
It
is the parties’ intention that the Purchaser’s sole remedy against the Vendor in respect
of any Claim will be as set out in this Agreement. |
| |
|
|
| |
(b) |
The
Purchaser must not, and must procure that each Purchaser’s Group Member does not, make a Claim which the Purchaser would not
be entitled to make under this Agreement or which is otherwise inconsistent with the Purchaser’s entitlement to make a Claim
under this Agreement and the Purchaser acknowledges that to do so would be to seek to circumvent the parties’ intention expressed
in clause 8.19(a). |
| |
|
|
| |
(c) |
To
the extent that the Purchaser’s right to make a Claim under or in connection with this Agreement is limited or excluded by
this clause 8.19, the Claim and the liability of the Vendor is, to the extent permitted by applicable law, absolutely barred, and
the Purchaser and the Purchaser’s Group must not make such a Claim against the Vendor. |
| 9. |
WARRANTIES
BY THE PURCHASER |
The
Purchaser represents and warrants that each of the Purchaser Warranties are true and accurate on the Execution Date and immediately before
Settlement.
| 9.2 |
Independent
Warranties |
Each
of the Purchaser Warranties is to be construed independently of the others and is not limited by reference to any other Purchaser Warranty.
The
Purchaser acknowledges that the Vendor has entered into this Agreement and will complete this Agreement in reliance on the Purchaser
Warranties.
If
any party (Trustee) enters into this Agreement in the capacity as trustee of any trust (Trust) under any trust deed, deed
of settlement or other instrument (Trust Deed), and whether or not any other party has notice of the Trust, then the Trustee enters
into this Agreement both as trustee of the Trust and in its personal capacity.
| 10.2 |
Trustee’s
warranties |
The
Trustee represents and warrants that:
| |
(a) |
it
is the only trustee of the Trust and no action has been taken or is proposed to remove it as trustee of the Trust; |
| |
|
|
| |
(b) |
the
Trustee has power under the Trust Deed and, in the case of a corporation, under its constitution, to enter into and execute this
Agreement and to perform the obligations imposed under this Agreement as trustee; |
| |
|
|
| |
(c) |
all
necessary resolutions have been passed as required by the Trust Deed and, in the case of a corporate Trustee, by its constitution,
in order to make this agreement fully binding on the Trustee; |
| |
|
|
| |
(d) |
the
execution of this Agreement is for the benefit of the beneficiaries of the Trust; |
| |
|
|
| |
(e) |
the
Trustee is not, and has never been, in default under the Trust Deed; |
| |
|
|
| |
(f) |
it
has a right to be fully indemnified out of the Trust assets in respect of obligations incurred by it under this Agreement and the
assets of the Trust are sufficient to satisfy that right of indemnity; |
| |
|
|
| |
(g) |
there
is not now, and the Trustee will not do anything by virtue of which there will be in the future, any restriction or limitation on
the right of the Trustee to be indemnified out of the assets of the Trust; and |
| |
|
|
| |
(h) |
there
is no material fact or circumstance relating to the assets, matters or affairs of the Trust that might, if disclosed, be expected
to affect the decision of the other Parties, acting reasonably, to enter into this Agreement. |
| 11. |
CONDUCT
AFTER SETTLEMENT |
| 11.1 |
Appointment
of proxy |
From
Settlement until the Vendor Shares are registered in the name of the Purchaser, the Vendor must:
| |
(a) |
appoint
the Purchaser as the sole proxy of the holders of the Vendor Shares to attend shareholders’ meetings and exercise the votes
attaching to the Vendor Shares; |
| |
|
|
| |
(b) |
not
attend and vote at any shareholders’ meetings; and |
| |
|
|
| |
(c) |
take
all other actions in capacity of a registered holder of the Vendor Shares as the Purchaser directs. |
| |
(a) |
The
Purchaser must ensure that all Records in respect of the period ending on the Settlement Date are preserved and accessible until
the later of: |
| |
(i) |
seven
years from the Settlement Date; and |
| |
|
|
| |
(ii) |
any
date required by any Statute. |
| |
(b) |
The
Vendor may retain after Settlement copies of any Records and to the extent not retained, the Purchaser must at all reasonable times,
upon the Vendor giving reasonable notice, grant to the Vendor or any of their Representatives access to the Records during normal
business hours and the right to take copies of the Records (at the Vendor’s cost): |
| |
(i) |
that
are, or are reasonably likely to be, relevant to any investigation by a Governmental Authority or any litigation that is actual,
pending or threatened at Settlement or relates to the period prior to Settlement; |
| |
|
|
| |
(ii) |
for
the purpose of dealing with the accounting, Tax, financial or insurance affairs of the Vendor or any Affiliate of the Vendor; |
| |
|
|
| |
(iii) |
necessary
for the Vendor or any Affiliate of the Vendor to comply with any Statute (including any applicable Tax Law) and for the purpose of
assisting the Vendor to prepare Tax or other returns, accounts or other financial statements required of the Vendor or any Affiliate
of the Vendor by law or any other regulatory requirements of any Governmental Authority; or |
| |
|
|
| |
(iv) |
reasonably
required for the purpose of the Vendor complying with its obligations or exercising their rights under this Agreement. |
| 12.1 |
Terms
to remain confidential |
Each
Party is to keep confidential the terms of this Agreement, and any other Confidential Information obtained in the course of furthering
this Agreement, or during the negotiations preceding this Agreement, and is not to disclose it to any person except:
| |
(a) |
to
employees, legal advisers, auditors and other consultants requiring the information for the purposes of this Agreement; |
| |
|
|
| |
(b) |
with
the written consent of the other Parties; |
| |
|
|
| |
(c) |
if
the information is, at the Execution Date, lawfully in the possession of the recipient of the information through sources other than
any of the other Parties; |
| |
|
|
| |
(d) |
if
required by law or a stock exchange; |
| |
|
|
| |
(e) |
if
strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
| |
|
|
| |
(f) |
if
the information is generally and publicly available other than as a result of a breach of confidence; or |
| |
|
|
| |
(g) |
to
a financier or prospective financier (or its advisers) of a Party. |
| 12.2 |
Disclosure
of Information |
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving Confidential Information
from it do not disclose the information except in the circumstances permitted in clause 12.1.
| 12.3 |
Public
announcements |
A
Party may not make any public announcement relating to this Agreement (including the fact that the Parties have executed this Agreement)
unless the other Parties have consented to the announcement, including the form and content of that disclosure, which consent must not
be unreasonably withheld, unless the announcement would be permitted under the exemption in clause 12.1(f).
| 12.4 |
Obligations
continuing |
The
obligations under this clause 12 contain obligations, separate and independent from the other obligations of the Parties and remain in
existence following Settlement or any termination of this Agreement.
| 13. | RESTRICTIONS
AGAINST COMPETITION |
The
Vendor covenants that, during the Restraint Period, they shall not, without the prior written consent of the Purchaser, engage or be
involved in (either directly or indirectly) a Restricted Business.
| 13.2 | No
solicitation of customers |
The
Vendor covenants that, during the Restraint Period, they shall not approach (either solely or jointly with any other person in any capacity
whatsoever) any person whom the Vendor is aware is a customer of or client of any Company Group Member at Settlement for the purpose
of persuading that person to cease doing business with the Company Group Member or reduce the amount of business that the customer or
client would normally do with the Company Group Member.
| 13.3 | No
acceptance of business |
The
Vendor covenants that they shall not accept from a person referred to in clause 13.2 any business of the kind ordinarily forming part
of the Restricted Business for the Restraint Period.
| 13.4 | No
solicitation of employees or agents |
During
the period of 12 months from Settlement, the Vendor must not approach or solicit any person who is or has been a director, manager, employee
of or consultant to the Company Group who is or may be likely to be in possession of any confidential information or trade secrets relating
to the business of:
| (b) | the
Company Group’s customers, |
for
the purpose of recruiting that person.
| 13.5 | Restraints
reasonable |
| (a) | The
Vendor acknowledges that all the prohibitions and restrictions contained in this clause 13
are reasonable in the circumstances and necessary to protect the goodwill of the Business
as at the Settlement Date, and intend the restraints to operate to the maximum extent. |
| (i) | are
void as unreasonable for the protection of the Company Group’s interests; or |
| (ii) | would
be valid if part of the wording was deleted or the period or area was reduced, |
the
restraints will apply with the modifications necessary to make them effective.
If
any part of an undertaking in this clause 13 is unenforceable it may be severed without affecting the remaining enforceability of that
or the other undertakings.
In
this clause 13:
| (a) | Restraint
Area means the larger of: |
| (i) | Perth,
Sydney, Melbourne, Brisbane, Adelaide, Canberra, Hobart and Darwin; |
| (ii) | Western
Australia, New South Wales, Victoria, Queensland, South Australia, Australian Capital Territory,
Tasmania and Northern Territory; |
|
(iv) |
The
United States of America; |
| |
(b) |
Restraint
Period
means the period from Settlement up to the expiration of: |
| |
|
|
| |
|
(i) |
3
years from the Settlement Date; |
| |
|
|
|
| |
|
(ii) |
2
years from the Settlement Date; |
| |
|
|
|
| |
|
(iii) |
1
year from the Settlement Date; and |
| |
|
|
|
| |
|
(iv) |
6
months from the Settlement Date. |
| (c) | Restricted
Business means any business that: |
| (i) | is
the same or substantially the same as the Business; or |
| (ii) | competes
in the Restricted Area with the Business. |
| 13.8 | Application
of Restraint of Trade |
The
agreements by the Vendor in clauses 13.1, 13.2, 13.3 and 13.4 applies to them acting:
| (a) | either
alone or in partnership or association with another person; |
| (b) | as
principal, agent, representative, director, officer or employee; |
| (c) | as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| (d) | as
trustee of or as a consultant or adviser to any person. |
This
clause 13 does not restrict the Vendor from:
| (a) | any
act required or anticipated by this Agreement, or any act otherwise undertaken with the prior
written consent of the Purchaser; or |
| (b) | the
Vendor nor any of their Affiliates acquiring an interest in any company which is listed on
a recognised stock exchange in circumstances where its voting power (as that term is defined
in the Corporations Act) in the relevant company does not exceed 5%. |
| 14. | NOTICES
AND OTHER COMMUNICATIONS |
A
notice, demand, consent, approval or communication under this Agreement (Notice) must be:
| (a) | in
writing, in English and signed by a person duly authorised by the sender; and |
| (b) | hand
delivered or sent by prepaid post, courier or means of an electronic communication to the
recipient’s address for Notices specified in clause 14.2, as varied by any Notice given
by the recipient to the sender. |
The
initial address of the Parties shall be as follows:
| |
Address: | |
283 Rokeby Road, Subiaco WA
6008 |
| |
| |
|
| |
Email: | |
info@Vegaglobal.ai |
| |
| |
|
| |
For the attention of: | |
Jay Stephenson |
| (b) | to
the Vendor and Mirragin at: |
| |
| |
|
| |
Address: | |
Level 6, 200
Adelaide Street, Brisbane QLD 4000 |
| |
| |
|
| |
Email: | |
rsutton@mirragin.com.au |
| |
| |
|
| |
For the attention of: | |
Rob Sutton |
The
email addresses in this clause 14.2 are deemed to be the Nominated Email Address for
each of the Parties.
| 14.3 | Electronic
Communications |
Notices
may be delivered using a form of electronic communication or if a Party (the Notifying Party) gives a Notice to the other Parties
stating that electronic communications is no longer an accepted form of communication for Notices addressed to the Notifying Party.
A
Notice given in accordance with clause 14.1 takes effect when taken to be received (or at a later time specified in the Notice), and
is taken to be received:
| (a) | if
hand delivered, on delivery; |
| (b) | if
sent by prepaid post, on the second Business Day after the date of posting (or on the eighth
Business Day after the date of posting if posted to or from a place outside Australia); |
| (c) | if
sent by courier, on the date of delivery (as stated in the consignment tracking advice obtained
from the courier company); and |
| (d) | if
sent by electronic communication, when the electronic communication becomes capable of being
retrieved by the addressee at the addressee’s Nominated Electronic Address, |
but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee’s time) on a Business Day, the
Notice is taken to be received at 9.00am (addressee’s time) on the next Business Day.
If
a dispute arises in connection with this Agreement, a Party to the dispute must give to the other Parties a dispute notice specifying
the dispute and requiring its resolution under this clause 15 (Notice of Dispute).
| 15.2 | Failure
to resolve dispute |
If
the dispute the subject of the Notice of Dispute is not resolved within 7 days of the Notice of Dispute being given to the other Parties
(Notice Period), the dispute is, by reason of this clause, submitted to mediation. The mediation must be conducted in Perth, Western
Australia. The Institute of Arbitrators & Mediators Australia Expedited Commercial Arbitration Rules (dated 13 August 1999) (Rules)
apply to the mediation to the extent that such Rules do not conflict with this clause 15.
| 15.3 | Appointment
of mediator |
If
the Parties have not agreed upon the mediator and/or the mediator’s remuneration within 7 days after the Notice Period expires,
then, to the extent that there is no agreement between the Parties:
| (a) | the
mediator will be the person appointed by; and |
| (b) | the
remuneration of the mediator will be the amount or rate determined by, |
the
President of the Law Society of Western Australia or the President’s nominee, acting on the
request of either Party.
If
a dispute, the subject of a Notice of Dispute, is not settled by mediation within 28 days of the date of appointment of the mediator,
a Party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
| 15.5 | Injunctive
declaratory or other interlocutory relief |
Nothing
in this clause 15 prevents a Party from obtaining injunctive, declaratory or other interlocutory relief from any court of competent jurisdiction
at any time.
| (a) | Notwithstanding
any provision in this Agreement, this clause 16 covers the GST liabilities of the Parties
in relation to a Taxable Supply made by one Party under this Agreement (the Provider)
to the other Party under this Agreement (the Recipient). |
| (b) | The
Recipient must pay to the Provider the amount equal to the amount of any GST the Provider
is liable to pay on any Taxable Supply made by the Provider under this Agreement (Provider’s
Taxable Supply). |
| (c) | The
Recipient must pay the Provider the amount in respect of GST the Recipient is liable to pay
on each Provider’s Taxable Supply at the same time and in the same manner as the Recipient
is obliged to pay for the Provider’s Taxable Supply provided that the Recipient may
withhold payment of any amount in respect of GST until the Provider issues the Recipient
with a valid Invoice covering the relevant Taxable Supply. |
| (d) | Unless
specific reference is made, the price for each Provider’s Taxable Supply
provided for by this Agreement does not include GST. |
If
GST is payable, or notionally payable, on a supply made under or in connection with this Agreement, the Party providing the consideration
for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply
(the GST Amount). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration
for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to the
GST inclusive or the supply is subject to reverse charge.
Where
any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced
by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
If
an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST Amount will be recalculated
to reflect that adjustment and an appropriate payment will be made between the Parties.
This
clause will not merge upon Settlement and will continue to apply after the expiration or termination of this Agreement.
Unless
the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the
GST Act) will have the same meaning in this clause.
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory
to that Party) required by law or reasonably requested by the other Parties to give effect to this Agreement.
All
Duty assessed on or in respect of this Agreement shall be paid by the Purchaser.
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement.
This
Agreement may only be amended in writing signed by each of the Parties.
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent
of the other Parties.
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement.
Unless
this Agreement expressly provides otherwise, a consent under this Agreement may be given or withheld in the absolute discretion of the
Party entitled to give the consent and to be effective must be given in writing.
Without
limiting any other provision of this Agreement, the Parties agree that:
| (a) | failure
to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under this Agreement by a Party
does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise
or enforcement, of that or any other right, power or remedy provided by law or under this
Agreement; |
| (b) | a
waiver given by a Party under this Agreement is only effective and binding on that Party
if it is given or confirmed in writing by that Party; and |
| (c) | no
waiver of a breach of a term of this Agreement operates as a waiver of another breach of
that term or of a breach of any other term of this Agreement. |
The
rights and obligations of the Parties under this Agreement do not merge on Settlement of any transaction contemplated by this Agreement.
The
provisions of this Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted
substitutes and assigns and (where applicable) legal personal representatives.
| (a) | Each
indemnity in this Agreement is a continuing obligation, separate and independent from the
other obligations of the Parties, and survives termination, completion or expiration of this
Agreement. |
| (b) | It
is not necessary for a Party to incur expense or to make any payment before enforcing a right
of indemnity conferred by this Agreement. |
This
Agreement constitutes the entire understanding of the Parties with respect to the subject matter and replaces all other agreements (whether
written or oral) between the Parties.
| 18.12 | No
Representation or Reliance |
| (a) | Each
Party acknowledges that no Party (nor any person acting on its behalf) has made any representation
or other inducement to it to enter into this Agreement, except for representations or inducements
expressly set out in this Agreement. |
| (b) | Each
Party acknowledges and confirms that it does not enter into this Agreement in reliance on
any representation or other inducement by or on behalf of any other Party, except for any
representation or inducement expressly set out in this Agreement. |
| (a) | This
Agreement may be executed in any number of counterparts. All counterparts will be taken to
constitute one instrument. |
| (b) | To
the extent permitted by law, a counterpart of this Agreement may be executed electronically,
including by using software or a platform for the electronic execution of contracts. |
| (c) | Signatures
by electronic communication are taken to be valid and binding to the same extent as original
signatures. A print out of the executed Agreement once all parties signing electronically
have done so, will be an executed original counterpart of this Agreement, irrespective of
which Party prints it. |
| (d) | Each
Party that signs this Agreement electronically represents and warrants that it or anyone
signing on its behalf: |
| (i) | has
been duly authorised to enter into and execute this Agreement electronically and to create
obligations that are valid and binding obligations on the Party; and |
| (ii) | has
the position or title indicated under their electronic signature. |
| 19. | GOVERNING
LAW AND JURISDICTION |
| (a) | Each
Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia,
and the courts competent to determine appeals from those courts, with respect to any proceedings
which may be brought at any time relating to this Agreement. |
| (b) | Each
Party also irrevocably waives any objection it may now or in the future have to the venue
of any proceedings, and any claim it may now or in the future have that any proceedings have
been brought in an inconvenient forum, where the venue falls within clause 19.1(a). |
This
Agreement is governed by and will be construed in accordance with the laws of Western Australia.
| EXECUTED
by the Parties as an Agreement. | |
|
|
| | |
|
|
| EXECUTED
by | ) |
|
|
| VEGA
GLOBAL TECHNOLOGIES LIMITED | ) |
|
|
| ACN
667 154 261 | ) |
|
|
| in
accordance with section 127 of the | ) |
|
|
| Corporations
Act 2001 (Cth): | ) |
|
|
| | |
|
|
| |
|
|
| Signature
of director | |
|
Signature
of director/company secretary* |
| | |
|
|
| |
|
|
| Name
of director | |
|
Name
of director/company secretary* |
| | |
|
|
| *please
delete as applicable | |
|
|
| | |
|
|
| EXECUTED
by | ) |
|
|
| RELMS
CONSOLIDATED PTY LTD ACN 622 735 | ) |
|
|
| 166
AS TRUSTEE FOR THE SUTTON FAMILY TRUST ) | |
|
|
| in
accordance with section 127 of the | ) |
|
|
| Corporations
Act 2001 (Cth): | ) |
|
|
| | |
|
|
| |
|
|
| Signature
of director | |
|
Signature
of director/company secretary* |
| | |
|
|
| |
|
|
| Name
of director | |
|
Name
of director/company secretary* |
| | |
|
|
| *please
delete as applicable | |
|
|
| | |
|
|
| EXECUTED
by | ) |
|
|
| MIRRAGIN
RAS CONSULTING PTY LTD | ) |
|
|
| ACN
149 778 165 | ) |
|
|
| in
accordance with section 127 of the | ) |
|
|
| Corporations
Act 2001 (Cth): | ) |
|
|
| | |
|
|
| |
|
|
| Signature
of director | |
|
Signature
of director/company secretary* |
| | |
|
|
| |
|
|
| Name
of director | |
|
Name
of director/company secretary* |
| | |
|
|
| *please
delete as applicable | |
|
|
SCHEDULE
1 – VENDOR WARRANTIES
| 1. | OWNERSHIP
AND STRUCTURE |
| 1.1 | Ownership
of the Shares |
| (a) | The
Vendor Shares comprise 100% of the issued share capital of Mirragin. |
| (b) | The
Vendor is the registered holders of 100% of the Vendor Shares, which are free of any Encumbrance. |
| (c) | The
Vendor is authorised to sell, assign and transfer the full legal and beneficial ownership
of the Vendor Shares to the Purchaser on the terms set out in this Agreement (without restriction). |
| (d) | The
Vendor Shares are fully paid up and have been duly issued and allotted. |
No
person is entitled or has claimed to be entitled, to require any Company Group Member to issue any share capital either now or at any
future date (whether contingently or not). There are no agreements in force under which any person is or may be entitled to, or has the
right to call for the issue of, any shares in any Company Group Member or securities convertible into or exchangeable for shares in any
Company Group Member. No Company Group Member has given, granted or agreed to grant any option or right (whether contingent or not) in
respect of its unissued shares.
| 1.3 | No
Encumbrances or other arrangements |
No
Company Group Member:
| (a) | is
the holder or beneficial owner of any shares or other capital in any body corporate (wherever
incorporated); |
| (b) | is
a member of any partnership or other unincorporated association (other than a recognised
trade association); or |
| (c) | has
any permanent establishment outside the country in which it is incorporated. |
The
Vendor has the full power and authority to enter into and perform its obligations under this Agreement.
| (a) | The
Vendor has taken all necessary action to authorise the execution, delivery and performance
of this Agreement in accordance with its terms. |
| (b) | The
Vendor has obtained all necessary shareholder approvals and regulatory approvals necessary
to lawfully complete the transaction. |
| 2.3 | No
Event of Insolvency |
No
Event of Insolvency has occurred in relation to the Vendor, nor, so far as the Vendor are aware, is there any act which has occurred
or any omission made which may result in an Event of Insolvency occurring in relation to the Vendor.
The
entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Vendor does not constitute
a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking,
by which the Vendor are bound.
The
Vendor enters into and performs this Agreement on their own account and not as trustee for or nominee of any other person.
The
entry into and performance of this Agreement and all documentation executed pursuant to this Agreement:
| (a) | will
not relieve any person of any contractual or other obligation to any Company Group Member
or entitle any person to re-negotiate the terms or conditions of any such obligation; |
| (b) | does
not and will not conflict with, violate or result in a breach by any Company Group Member
or the occurrence of an event of default under any agreement or any law, undertaking to or
judgment or Court order; |
| (c) | will
not result in any indebtedness, present or future, of any Company Group Member becoming due
or capable or being declared due and payable before the stated maturity date; |
| (d) | will
not give rise to any contractual or other obligation of any Company Group Member to any person
or entitle any person to require the performance of or compliance with any existing contractual
or other obligation of any Company Group Member; and |
| (e) | will
not, of itself, entitle any person with whom any Company Group Member has a contract or arrangement
of any kind to terminate that contract or arrangement or to impose less favourable terms
on any Company Group Member. |
| 4.1 | Incorporation
and Corporate Power |
Each
Company Group Member:
| (a) | is
duly registered, has full corporate power to own its assets and to carry on its Business
as now conducted; |
| (b) | has
done everything necessary to do business lawfully in all jurisdictions in which its Business
is carried on; and |
| (c) | has
conducted the Business in compliance with the constitution or other constituent documents
of that Company Group Member. |
The
constitution of each Company Group Member to be delivered to the Purchaser at Settlement and signed by a director for the purpose of
identification is the present constitution of the relevant Company Group Member and is accurate and complete in all respects. All resolutions
affecting the constitution have been given to the Purchaser.
| 4.3 | Statutory
Books and Returns |
| (a) | The
register of shareholders, statutory books and other registers of the Company Group are up
to date and have been properly kept in accordance with all legal requirements. No notice
or allegation that any of them is incorrect or should be rectified has been received, and
all transfers recorded in the register have been properly stamped. |
| (b) | All
returns, resolutions and other documents which the Company Group is required by law to file
with or deliver to ASIC or the equivalent Governmental Authority have been correctly completed
and duly filed or delivered. |
| (c) | No
Company Group Member has received notice of any application or intended application for altering
its register of shareholders or any other register which it is required by law to maintain. |
| 4.4 | Officers
Duly Appointed |
All
of the directors and secretaries of the Company Group have been duly appointed in accordance with the Corporations Act.
The
Vendor will not permit the name of any Company Group Member to be changed before Settlement and has not permitted and will not permit
before Settlement any Company Group Member to consent to the adoption by any other person or company of a name similar to the name of
any Company Group Member.
| 5.1 | Preparation
and Accuracy of Accounts |
The
Accounts:
| (a) | disclose
a true and fair view of the state of the affairs, financial position and assets and liabilities
of the Company Group as at the Accounts Date, and are complete and accurate in all material
respects; |
| (b) | include
all such reserves and provisions for Tax as are adequate to cover all Tax liabilities (whether
or not assessed and whether actual, contingent, deferred or otherwise) of the Company Group
up to the Accounts Date; |
| (c) | contain
adequate provisions in respect of all other liabilities (whether actual, contingent, deferred
or otherwise) of the Company Group as at the Accounts Date and proper disclosure (in note
form) of any contingent or other liabilities not included or provided therein; and |
| (i) | in
accordance with the Corporations Act and the Accounting Standards applied on a consistent
basis and without making any revaluation of assets; |
| (ii) | in
the manner described in the notes to them and the accompanying
auditor’s opinion; and |
| (iii) | on
a consistent basis with the audited accounts for the previous financial year. |
| 5.2 | Period
Since Accounts Date |
Since
the Accounts Date, the Business has been conducted in all material respects in the ordinary and usual course of business other than for
the Transaction and:
| (a) | there
has not been any material change in the nature, amount, valuation or basis of valuation of
the assets or in the nature or amount of any liabilities of the Company Group; |
| (b) | so
far as the Vendor are aware, there has not arisen since the Accounts Date any item, transaction
or event of a material or unusual nature likely to have a Material Adverse Effect on the
operations or results or state of affairs of the Company Group; |
| (c) | no
amount has been acquired or disposed of, no liability has been incurred except in either
case in the ordinary course of business, and no contingent liability has been incurred by
any Company Group Member; |
| (d) | none
of the debts shown in the Accounts have been released or settled for an amount less than
that reflected for such debts in the Accounts (except in the ordinary course of the business); |
| (e) | all
dividends declared by the Company Group have been properly and validly declared and no dividends
have been declared by the Company since the Accounts Date, other than the Agreed Dividend; |
| (f) | no
Event of Insolvency has occurred in respect of any Company Group Member nor, as far as the
Vendor is aware, has any act occurred or any omission been made which may result in an Event
of Insolvency occurring in respect of any Company Group Member; |
| (g) | no
Prescribed Occurrence has occurred in respect of any Company Group Member nor has any act
occurred or any omission been made which may result in a Prescribed Occurrence occurring
in respect of any Company Group Member; and |
| (h) | there
has not been a material change in the remuneration or benefits paid to or given or expected
by the Officers of any Company Group Member. |
All
books of accounts and other records of any kind of the Company Group:
| (a) | have
been fully, properly and accurately kept on a consistent basis and completed in accordance
with: |
| (i) | proper
business and accounting practices; and |
| (ii) | (excluding
accounts, books, ledgers and other financial records) all applicable Statutes; |
| (b) | have
not had any material records or information removed from them; |
| (c) | do
not contain or reflect any material inaccuracies or discrepancies; |
| (d) | give
and reflect a true and fair view of the trading transactions, or the financial and contractual
position of the Company Group and of their assets and liabilities; and |
| (e) | are
in the possession of the Company Group. |
| 7. | CONTRACTS
AND COMMITMENTS |
Every
contract, instrument or other commitment to which any Company Group Member is a party is valid and binding according to its terms and,
without prejudice to any other warranty, so far as the Vendor are aware, no party to any such commitment is in material default under
the terms of that commitment.
Any
contract, transaction, arrangement or liability to which a Company Group Member is a party that involves, or likely to involve, obligations
or liabilities that, by reason of their nature or magnitude ought reasonably be made known to an intending buyer of the Vendor Shares
has been disclosed in the Due Diligence Materials.
No
Company Group Member has received any written notice that may materially affect the rights of that Company Group Member or the exercise
of any rights by that Company Group Member under an agreement that is material to the conduct of the Business.
| 7.4 | No
contracts outside ordinary course of business |
No
Company Group Member is party to any contract or commitment entered into which is in existence and:
| (a) | is
outside the ordinary course of business; |
| (b) | even
if entered into in the ordinary course of business, involves or is likely to involve obligations
or liabilities which by reason of their magnitude or nature ought reasonably to be made known
to an intending purchaser of the Vendor Shares; or |
| (c) | is
not at arm’s length. |
At
Settlement, no sums will be owing to the Vendor or to any company or person related to the Vendor by any Company Group Member.
| 7.6 | No
contract by unilateral act |
No
offer, tender, quotation or the like given or made by any Company Group Member is capable of giving rise to a contract merely by any
unilateral act of a third party, other than in the ordinary course of business.
There
are no outstanding commitments of any Company Group Member for capital expenditure other than replacements and normal purchases of plant
and equipment in the ordinary course of business.
| 7.8 | No
foreign exchange exposure |
There
are no foreign exchange contracts binding any Company Group Member and there are
no foreign exchange exposures of any Company Group Member.
No-one
is entitled to receive from any Company Group Member any finder’s fee, brokerage or other commission or benefit in connection with
the Transaction contemplated by this Agreement.
No
Company Group Member is party to any agreement, arrangement or understanding where it is or will be bound to share profits or waive or
abandon any rights.
| 7.11 | Standard
Terms and Conditions |
A
copy of any standard terms and conditions used by each Company Group Member has been provided to the Purchaser and, other than as disclosed
in the Due Diligence Materials, no Company Group Member has entered into an agreement or arrangement with a customer or supplier different
from these.
| 7.12 | Conditions
and Warranties in respect of goods and services |
Except
for a condition or warranty implied by law or contained in its standard terms of business, no Company Group Member has given a condition
or warranty, or made a representation, in respect of goods and services supplied or agreed to be supplied by it, or accepted an obligation
that could give rise to a liability after the goods or services have been supplied by it that will or would reasonably be likely to have
a Material Adverse Effect on the Company Group Member.
No
Company Group Member is subject to any agreement, arrangement or understanding that involves directly or indirectly any offer or payment
to any government official or any other third party to influence him or to assist in the obtaining or retaining of business, nor involves
any offer or payment to any other person while knowing or having reason to know that all or a portion of the matter offered or any such
payment would be made available or paid to any government official or third party for the same purpose.
| 7.14 | Securities
enforceable |
All
security (including any guarantee or indemnity) granted in favour of any Company Group Member is valid and enforceable by that member
against the grantor in accordance with the terms of that security.
There
are no powers of attorney given by any Company Group Member in favour of any person which may come into force in relation to the Business
or any Company Group Member.
| 8. | RELATED
PARTY CONTRACTS |
| (a) | No
Company Group Member is a party to any contract or arrangement in which the Vendor are interested,
directly or indirectly, nor has there been any such contract or arrangement at any time during
the three years up to the Execution Date. |
| (b) | No
Company Group Member is a party to or has had its profits or financial position during the
three financial years ended on the Accounts Date been affected by, any contract or arrangement
which is not of an entirely arm’s length nature. |
| (c) | The
Vendor is not a party to any outstanding agreement or arrangement for the provision of finance,
goods, services or other facilities to or by a Company Group Member or in any way relating
to a Company Group Member or its affairs. |
At
the Settlement Date, the Company will not have any Financial Debt or owe any borrowing or other indebtedness of any description.
All
assets of the Company Group are listed in Schedule 5 and are:
| (b) | either
the absolute property of a Company Group Member free and clear of all Encumbrances (other
than a Permitted Encumbrance) or used by a Company Group Member under a contract under which
it is entitled to use the assets on the terms and conditions of such a contract; |
| (c) | not
the subject of any lease or hire purchase agreement or agreement for purchase on deferred
terms, other than in the ordinary course of business; and |
| (d) | in
the possession of a Company Group Member, its agent or nominee, |
except
as identified in Schedule 5 or otherwise as provided for or taken into account in the preparation of the Accounts.
| (a) | All
stock owned by the Company Group (Stock) is of good and merchantable quality, fit
for the purpose for which it is used. |
| (b) | The
level of Stock is in the reasonable opinion of the Vendor reasonable having regard to current
and expected demand. |
| (c) | The
Stock is in the reasonable opinion of the Vendor saleable in the usual course of the Business
in accordance with its current price list. |
| (d) | So
far as the Vendor is aware: |
| (i) | no
Company Group Member has supplied, or agreed to supply, goods that have been, or will be,
defective, or that fail, or will fail, to comply with their terms of sale; |
| (ii) | no
goods in a state ready for supply by a Company Group Member are, or will be, defective or
will fail to comply with terms of sale similar to terms of sale on which similar goods have
previously been sold by the Company Group Member; and |
| (iii) | the
amount of Stock in relation to the usual requirements of the Business at the time of Settlement
will be reasonable having regard to current and anticipated demand. |
| (e) | No
Company Group Member has acquired or agreed to acquire any material part of the Stock on
terms that the property in the Stock does not pass until full payment is made, except in
the ordinary course of the business. |
All
plant, machinery, vehicles and equipment owned by or used by a Company Group Member:
| (a) | are
in satisfactory repair and condition having regard to their age and fair wear and tear; |
| (b) | are
in satisfactory working order and have been regularly and properly maintained; |
| (c) | are
capable of performing the functions for which they are used; |
| (d) | are
recorded in the books of the Company Group Member; |
| (e) | so
far as the Vendor is aware, comply with all applicable laws, conform with all standards and
have not been repaired, altered, modified, operated or maintained in a way that would void
or otherwise affect any warranty provided by the suppliers of those assets; and |
| (f) | so
far as the Vendor is aware, are not dangerous, inefficient, out of date, unsuitable or in
need of renewal or replacement or surplus to the Company Group Member’s requirements. |
No
Company Group Member owns, leases or occupies any interest in land.
| 12.1 | Confidential
Information |
So
far as the Vendor is aware, there has not been any misuse or unauthorised disclosure of any Confidential Information.
| 12.2 | No
use by other persons |
The
Vendor is not aware of any use by any other person of any business name or trade mark owned or used by any Company Group Member.
| 12.3 | No
infringement of other right |
So
far as the Vendor is aware, none of the Intellectual Property Rights or other processes now or at any time employed or used by the Company
Group, constitute or may constitute an unauthorised infringement of any intellectual property rights of any other person.
| 13. | INFORMATION
TECHNOLOGY |
The
information technology and telecommunications systems, hardware and software owned or used by a Company Group Member in the conduct of
the Business as at the Execution Date (Systems) comprise all the information technology and telecommunications systems, hardware
and software necessary for the conduct of the Business as conducted at Settlement.
All
Systems are owned and operated by, and are under the control of a Company Group Member and are not wholly or partly dependent on any
facilities that are not under the ownership, operation or control of a Company Group Member.
Each
Company Group Member either owns or is validly licensed to use the software comprised in the Systems.
In
the 12 months before the Execution Date, there have been no bugs in, outages, failures, breakdowns or substandard performance of, any
systems that have had any Material Adverse Effect on the Business and the Vendor are not aware of any fact or matter that may cause any
such bug, outage, failure, breakdown or substandard performance following Settlement if the Systems are used on substantially the same
basis as they are used as at the Execution Date.
The
Company Group has valid and subsisting support agreements with the suppliers of the Systems under which preventive and corrective maintenance
services, software upgrades and helpdesk services for the Systems are provided to the Company Group.
The
Company Group has up to date disaster recovery plans for the Systems which are designed to minimise the impact of any loss of, damage
to, or material interruption in use of any System on the conduct of the Business and which comply with best information technology industry
practice.
The
Company Group applies reasonable security measures to prevent unauthorised access or damage to the Systems or destruction or corruption
of data stored or processed by the System.
| 14.1 | No
current litigation |
No
Company Group Member and no person for whom they may be vicariously liable, is engaged in any capacity in any prosecution, litigation,
arbitration proceedings or administrative or governmental challenge or investigation (Litigation).
| 14.2 | No
pending Litigation |
There
is no Litigation pending, threatened or anticipated against any Company Group Member or any person for whom any Company Group Member
may be vicariously liable.
| 14.3 | No
facts giving rise to Litigation |
So
far as the Vendor is aware, no fact or circumstance exists which may give rise to any Litigation which could materially affect the ability
of any Company Group Member continuing to operate the Business.
| 14.4 | No
outstanding judgments |
There
are no unsatisfied or outstanding judgments, orders, decrees, stipulations, or notices affecting any Company Group Member or any person
for whom any of them may be vicariously liable.
| 15.1 | Disclosure
of Company Insurance |
Schedule
4 accurately details all contracts of insurance and indemnity in force in respect of the property and assets of the Company Group (Company
Insurances).
| 15.2 | Insurance
contracts still valid |
The
Company Insurances are in force and there is no fact or circumstance known to the Vendor which would lead to any of them being prejudiced
or which would permit an insurer to refuse or reduce a claim or materially increase the premiums payable under the policies. So far as
the Vendor is aware, none of the Company Insurances will be terminated or cease to have effect as a result of the transactions contemplated
by this Agreement.
All
premiums in respect of the Company Insurances will have been paid before the Settlement Date.
| 15.4 | No
claims remain unpaid |
There
are no material Claims made but unpaid under the Company Insurances or any insurance policies previously held, and no material threatened
or pending Claims, and there are no events or circumstances which may give rise to any such Claim.
No
Company Group Member has failed to give any notice or to present any Claim of which the Vendor are aware with respect to the Business
under any existing insurance policy.
| 15.6 | No
outstanding requirements or recommendations |
No
Company Group Member has been notified by any insurer that it is required or that it is advisable for it to carry out any maintenance,
repairs or other work in relation to any assets of the Business.
| 15.7 | Insurance
only relevant to Business |
The
insurances effected by the Company Group do not cover or otherwise relate to any assets or premises other than those owned and used by
the Company Group or any risks or liabilities other than those which may be incurred by the Company Group.
| (a) | All
Tax and Duty arising under any Tax Law for which any Company Group Member is liable or for
which any Company Group Member is liable to account has been duly paid or accrued (in so
far as such Tax or Duty ought to have been paid or accrued). |
| (b) | No
Company Group Member is, or will in the future become, subject to any Tax or Duty on or in
respect of or by reference to its profits, gains, income, sales, disposals of or transactions
in relation to assets, inventory, or other property for any period up to and including settlement
in excess of the provision for Tax and Duty included in the Accounts. |
| (c) | No
Company Group Member has done anything which has or would give rise to a liability to Tax
under the Taxation (Unpaid Company Tax) Assessment Act 1982 (Cth), whether or not
that liability has been discharged. |
Any
obligation on a Company Group Member under any Tax Law to withhold amounts at source has been complied with.
| (a) | Each
Company Group Member has submitted any necessary information, notices, computations and returns
to the relevant Governmental Authority in respect of any Tax or any Duty relating to the
Company Group Member. |
| (b) | No
tax return, election or notice lodged or filed by any Company Group Member contains either
of the following: |
| (i) | a
false or misleading statement or omits to refer to a matter which is required to be included
or without which the statement is false or misleading; or |
| (ii) | a
material error or a material omission relating to the assessment of Tax of the Company Group
Member; and |
| (c) | The
Company Group has maintained sufficient records to support all returns lodged or filed relating
to Tax and Duty and to comply with any Tax Law. |
No
Company Group Member has within the past 12 months suffered any investigation, audit or visit by the Commissioner of Taxation or any
other taxation authority, and, so far as the Vendor is aware, there is no such investigation audit or visit planned for the next 12 months.
| 16.5 | Penalties
and Interest |
No
Company Group Member has since incorporation paid or become liable to pay, nor are there any circumstances known to the Vendor by reason
of which the Company Group Member is likely to become liable to pay any fine, penalty, surcharge or interest whether charged by virtue
of the provisions of any Tax Law.
Each
Company Group Member has maintained proper and adequate records to enable it to comply in material respects with its obligations to:
| (a) | prepare
and submit any information, notices, computations, payments and returns required in respect
of any Tax Law; |
| (b) | prepare
any accounts necessary for compliance with any Tax Law; and |
| | (c) | retain
necessary records as required by any Tax Law, and such records are accurate in all material
respect. |
Each
Company Group Member has:
| (a) | complied
with the provisions of Part 3-6 of the ITAA 97 and has maintained records of all franking
debits and franking credits which are sufficient for the purposes of that legislation; |
| (b) | franked
the required amount to all dividends paid since the Accounts Date; |
| (c) | not
done anything or been involved in any scheme, arrangement or transaction or series of schemes,
arrangements or transactions which, or any part of which, caused or may cause a franking
debit to arise in the Company Group Member’s franking account; and |
| (d) | not
been party to or otherwise involved in any transaction which caused a franking deficit to
arrive at the end of the franking year following the Accounts Date including by franking
a dividend paid after the Accounts Date. |
None
of the Company Group Members have a share capital account that is tainted under Section 160ARDM of the ITAA 36 or within division 197
of the ITAA 97 by the transfer of an amount to the share capital account from any of its other accounts.
No
Company Group Member has sought capital gains tax relief under sub division 126 of the ITAA 97 or Section 160ZZO of the ITAA 36 in respect
of any asset acquired by any Company Group Member and that is still owned by any Company Group Member immediately after Settlement.
No
Company Group Member has made a false or misleading statement to a taxation officer within the meaning of any Tax Law in relation to
any income or franking year and there is no unresolved dispute with any Revenue Authority involving the Company Group.
| 16.11 | Interposed
Entity Election |
No
Company Group Member has ever made an interposed entity election pursuant to the trust loss provisions of the ITAA 36.
| 16.12 | Australian
Residents |
Each
Company Group Member is and has throughout the period since incorporation been resident in Australia for corporation tax purposes and
if the Company Group Member is not resident it is not a company incorporated in Australia.
No
Company Group Member has been a party to, or has participated in transactions or arrangements that could give rise to the exercise by
the relevant authority of its powers under the Tax Law in relation to losses and outgoings incurred under tax avoidance schemes or in
relation to international agreements or schemes to reduce income tax, or any other discretionary powers of the relevant Revenue Authority
under the Tax Law by virtue of which transactions or arrangements entered into by any entity with the Company Group may be reopened,
revised or given an interpretation different from that adopted by the relevant entity with the Company Group.
The
office of public officer as required by Tax Law has always been occupied.
| (a) | Any
GST required to be paid by a Company Group Member has been imposed, obtained and remitted
to the correct Revenue Authority in accordance with its commitments under the GST legislation.
Each Company Group Member has complied with all of its obligations under the GST legislation
and other legislation associated with the introduction of the GST. |
| (b) | If
under or by virtue of any agreement to which a Company Group Member is a party, any GST is
liable to be paid in connection with any Taxable Supply made by the Company Group Member
under that agreement, the Company Group Member will be entitled to recover from the party
required to pay for the Taxable Supply an amount so that after meeting any liability to pay
GST the Company Group Member retains the same amount as if GST was not payable in connection
with the Taxable Supply. |
| 16.16 | Stamp
Duty and other Tax |
All
stamp duty and other Tax and Duty payable in respect of every agreement, document or transaction to which a Company Group Member is or
has been a party or by which a Company Group Member derives or has derived, a substantial benefit, has been duly paid.
| 17.1 | Employee
Entitlements |
Other
than arising in the ordinary course of business before the Settlement Date, the Company is not under, nor will it assume before the Settlement
Date, any liability for any pension, lump sum retiring allowance or redundancy payment or any liability with respect to holiday, long
service or sick leave entitlement.
So
far as the Vendor is aware, each of the contracts entered into by each Company Group Member with any contractors are enforceable against
the Parties to it and so far as the Vendor is aware, there is no party in breach of, or in default under, any such contract.
| 17.3 | No
collective agreements |
No
Company Group Member is a party to any collective agreement or enterprise bargaining agreement or other agreement or arrangement nor
is any Company Group Member involved in or likely to be involved in any industrial dispute with any trade union or other organisation
of employees, which will or would reasonably be likely to, have a Material Adverse Effect on the Company Group Member.
| 17.4 | No
changes to directors’ benefits |
Since
the Accounts Date, the Company Group has not paid any remuneration or fees to its directors other than normal remuneration to executive
directors.
| 17.5 | Compliance
with awards and agreements |
So
far as the Vendor is aware, in respect of former employees, the Company Group has complied with all applicable industrial awards and
agreements and all statutory requirements.
| 17.6 | Compliance
with Statutes |
So
far as the Vendor is aware, the Company Group has complied in all material respects with all applicable Statutes directed at:
| (a) | avoiding
all forms of discrimination with respect to employees; |
| (b) | providing
long service leave benefits to employees; |
| (c) | providing
training and career assistance to employees; and |
| (d) | providing
for affirmative action programmes, |
and
there are no outstanding claims against or payments due from any Company Group Member under such Statutes.
| 17.7 | No
Offer of Employment |
Other
than in the ordinary course of business, no Company Group Member has made any offer of work or any appointment of an individual (or any
company controlled by an individual as a senior executive, or as an independent contractor) for a term of 12 months or more or for payment
of A$50,000 or more per annum, that remains capable of acceptance and that cannot be terminated without penalty on less than 3 months’
notice.
Mirragin
has paid all amounts due to its employees and all amounts due to any third party in respect of its employees.
The
employment of each employee is on a casual basis and can be lawfully terminated on no more than one (1) months’ notice or less
without payment of any damages or compensation, including any severance or redundancy payments.
| 18.1 | All
material information |
Any
historical information actually known to the Vendor as at the Execution Date concerning the Company Group which might reasonably be regarded
as material to a purchaser for value of the Vendor Shares has been disclosed in the Due Diligence Materials.
| 18.2 | True,
complete and accurate |
All
historical information in the Due Diligence Materials concerning each Company Group Member or the Vendor Shares is true and accurate
in all material respects and is not misleading or deceptive in any material respect.
| 18.3 | No
adverse circumstances |
There
are no circumstances known to the Vendor which might reasonably be expected to have a Material Adverse Effect on the Company Group.
| 18.4 | No
competing interests |
The
Vendor does not have any interest in any company or business which has a close trading relationship with or which is in competition with
a business conducted by the Company Group.
SCHEDULE
2 – PURCHASER WARRANTIES
PURCHASER
WARRANTIES
| (a) | The
Purchaser has full power and authority to enter into and perform its obligations under this
Agreement. |
| (b) | All
necessary authorisations for the execution, delivery and performance by the Purchaser of
this Agreement have been or will be obtained before Settlement. |
| (c) | The
entry into and performance of this Agreement and all documents executed pursuant to this
Agreement by the Purchaser does not constitute a breach of any obligation (including any
statutory, contractual or fiduciary obligation), or default under any agreement or undertaking
by which the Purchaser is bound. |
| (d) | No
Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which
has occurred or any omission made which may result in an Event of Insolvency occurring in
relation to the Purchaser. |
| (e) | The
Purchaser is validly incorporated, organised and subsisting in accordance with the laws of
its place of incorporation. |
| (f) | The
Purchaser enters into and performs this Agreement on its own account and not as trustee for
or nominee of any other person. |
| (g) | To
the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence
which is reasonably likely to give rise to a Claim against a Company Group Member. |
| (h) | There
is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or
arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration,
against a Company Group Member. |
| (i) | At
Settlement, the Purchaser will have the necessary power and authority to issue the Consideration
Shares to the Vendor. |
SCHEDULE
3 – COMPANY ACCOUNTS
As
already provided to the Purchaser.
SCHEDULE
4 – COMPANY INSURANCES
As
previously provided to the Purchaser.
SCHEDULE
5 – COMPANY GROUP ASSETS
As
previously provided to the Purchaser.
Exhibit 2.12
VEGA
GLOBAL TECHNOLOGIES LIMITED
ACN 667 154 261
(PURCHASER)
AND
RELMS
CONSOLIDATED PTY LTD
ACN
622 735 166
AS
TRUSTEE FOR THE SUTTON FAMILY TRUST
(VENDOR)
AND
MIRRAGIN
RAS CONSULTING PTY LTD
ACN
149 778 165
(MIRRAGIN)
SHARE
SALE AGREEMENT
TABLE OF CONTENTS
| 1. |
DEFINITIONS AND INTERPRETATION |
5 |
| |
|
|
| |
1.1 |
Definitions |
5 |
| |
1.2 |
Interpretation |
11 |
| |
1.3 |
Materiality |
12 |
| |
|
|
|
| 2. |
CONDITION
PRECEDENT |
13 |
| |
|
|
|
| |
2.1 |
Condition |
13 |
| |
2.2 |
Benefit
of the Condition |
13 |
| |
2.3 |
Best
efforts |
13 |
| |
2.4 |
Notice |
13 |
| |
2.5 |
Termination
before Settlement |
13 |
| |
2.6 |
Agreement
of no effect |
13 |
| |
|
|
|
| 3. |
TRANSACTION |
14 |
| |
|
|
|
| |
3.1 |
Agreement
to buy and sell Vendor Shares |
14 |
| |
3.2 |
Associated
Rights |
14 |
| |
3.3 |
Waiver
of pre-emption |
14 |
| |
3.4 |
Title
and Risk |
14 |
| |
3.5 |
Acknowledgement |
14 |
| |
|
|
|
| 4. |
CONSIDERATION |
14 |
| |
|
|
| |
4.1 |
Consideration |
14 |
| |
4.2 |
Payment
of consideration |
14 |
| |
4.3 |
Payments
in Cleared Funds |
14 |
| |
4.4 |
Vendor
Escrow |
14 |
| |
4.5 |
Broker
Escrow |
15 |
| |
|
|
|
| 5. |
CONDUCT
BEFORE SETTLEMENT |
15 |
| |
|
|
|
| |
5.1 |
Conduct
of Company Group’s Business |
15 |
| |
5.2 |
Agreed
Dividend |
15 |
| |
5.3 |
Permitted
Acts |
16 |
| |
5.4 |
Access |
16 |
| |
5.5 |
Loan
Accounts |
16 |
| |
|
|
|
| 6. |
SETTLEMENT |
16 |
| |
|
|
|
| |
6.1 |
Time
and Location of Settlement |
16 |
| |
6.2 |
The
Vendor’s obligations at Settlement |
17 |
| |
6.3 |
The
Purchaser’s obligations at Settlement |
18 |
| |
6.4 |
Vega’s
obligations at Settlement |
18 |
| |
6.5 |
Conditions
of Settlement |
18 |
| |
6.6 |
Settlement
simultaneous |
18 |
| |
|
|
|
| 7. |
REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
18 |
| |
|
|
|
| |
7.1 |
Representations
and Warranties |
18 |
| |
7.2 |
Independent
Warranties |
18 |
| |
7.3 |
Reliance |
18 |
| |
7.4 |
Indemnity
by Vendor |
19 |
| |
7.5 |
Tax
indemnity |
19 |
| |
7.6 |
Notification
of Warranty Breaches |
20 |
| |
7.7 |
Undertaking
not to make Claims |
20 |
| |
|
|
|
| 8. |
QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
20 |
| |
|
|
|
| |
8.1 |
Disclosure |
20 |
| |
8.2 |
Meaning
of Vendor’s Knowledge |
20 |
| |
8.3 |
Maximum
liability |
20 |
| |
8.4 |
Qualifications
to the Vendor Warranties |
20 |
| |
8.5 |
Limitation
Periods |
20 |
| |
8.6 |
Consequential
Loss |
21 |
| |
8.7 |
No
representation or implied warranty |
21 |
| |
8.8 |
Other
limits on Claims |
21 |
| |
8.9 |
Notice
of potential Claim |
22 |
| |
8.10 |
Conduct
of Third Party Claims |
22 |
| |
8.11 |
Reimbursement
if subsequent recovery from third parties |
23 |
| |
8.12 |
Mitigation
of losses |
24 |
| |
8.13 |
Purchaser
acknowledgements |
24 |
| |
8.14 |
No
double recovery |
24 |
| |
8.15 |
Independent
limitations |
24 |
| |
8.16 |
Reduction
of Consideration |
24 |
| |
8.17 |
Tax
effect of Claims |
24 |
| |
8.18 |
Purchaser
benefits |
25 |
| |
8.19 |
Remedies |
25 |
| |
|
|
|
| 9. |
WARRANTIES
BY THE PURCHASER |
25 |
| |
|
|
|
| |
9.1 |
Purchaser
Warranties |
25 |
| |
9.2 |
Independent
Warranties |
25 |
| |
9.3 |
Reliance |
25 |
| |
|
|
|
| 10. |
PARTY
AS TRUSTEE |
25 |
| |
|
|
|
| |
10.1 |
Capacity |
25 |
| |
10.2 |
Trustee’s
warranties |
25 |
| |
|
|
|
| 11. |
CONDUCT
AFTER SETTLEMENT |
26 |
| |
|
|
|
| |
11.1 |
Appointment
of proxy |
26 |
| |
11.2 |
Records |
26 |
| |
|
|
|
| 12. |
CONFIDENTIALITY |
27 |
| |
|
|
|
| |
12.1 |
Terms
to remain confidential |
27 |
| |
12.2 |
Disclosure
of Information |
27 |
| |
12.3 |
Public
announcements |
27 |
| |
12.4 |
Obligations
continuing |
27 |
| |
|
|
|
| 13. |
RESTRICTIONS
AGAINST COMPETITION |
27 |
| |
|
|
|
| |
13.1 |
Non
compete covenant |
27 |
| |
13.2 |
No
solicitation of customers |
27 |
| |
13.3 |
No
acceptance of business |
27 |
| |
13.4 |
No
solicitation of employees or agents |
28 |
| |
13.5 |
Restraints
reasonable |
28 |
| |
13.6 |
Severability |
28 |
| |
13.7 |
Interpretation |
28 |
| |
13.8 |
Application
of Restraint of Trade |
28 |
| |
13.9 |
Excluded
activities |
29 |
| |
|
|
|
| 14. |
NOTICES
AND OTHER COMMUNICATIONS |
29 |
| |
|
|
|
| |
14.1 |
Service
of notices |
29 |
| |
14.2 |
Address
of Parties |
29 |
| |
14.3 |
Electronic
Communications |
29 |
| |
14.4 |
Effective
on receipt |
29 |
| |
|
|
|
| 15. |
DISPUTE
RESOLUTION |
30 |
| |
|
|
|
| |
15.1 |
Notice
of Dispute |
30 |
| |
15.2 |
Failure
to resolve dispute |
30 |
| |
15.3 |
Appointment
of mediator |
30 |
| |
15.4 |
Referral
to Court |
30 |
| |
15.5 |
Injunctive
declaratory or other interlocutory relief |
30 |
| |
|
|
|
| 16. |
GST
LIABILITY |
30 |
| |
|
|
|
| 17. |
GST |
31 |
| |
|
|
|
| |
17.1 |
Recovery
of GST |
31 |
| |
17.2 |
Liability
net of GST |
31 |
| |
17.3 |
Adjustment
events |
31 |
| |
17.4 |
Survival |
31 |
| |
17.5 |
Definitions |
31 |
| 18. |
GENERAL |
31 |
| |
|
|
|
| |
18.1 |
Further
Acts |
31 |
| |
18.2 |
Costs |
31 |
| |
18.3 |
Amendment |
31 |
| |
18.4 |
Assignment |
31 |
| |
18.5 |
Severability |
32 |
| |
18.6 |
Consents |
32 |
| |
18.7 |
Waivers |
32 |
| |
18.8 |
No
merger |
32 |
| |
18.9 |
Enurement |
32 |
| |
18.10 |
Indemnities |
32 |
| |
18.11 |
Entire
Agreement |
32 |
| |
18.12 |
No
Representation or Reliance |
32 |
| |
18.13 |
Counterparts |
32 |
| |
|
|
|
| 19. |
GOVERNING
LAW AND JURISDICTION |
33 |
| |
|
|
|
| |
19.1 |
Jurisdiction |
33 |
| |
19.2 |
Governing
Law |
33 |
| |
|
|
|
| SCHEDULE 1 – VENDOR WARRANTIES |
35 |
| |
|
|
| SCHEDULE 2 – PURCHASER WARRANTIES |
47 |
| |
|
|
| SCHEDULE 3 – COMPANY ACCOUNTS |
48 |
| |
|
|
| SCHEDULE 4 – COMPANY INSURANCES |
49 |
| |
|
|
| SCHEDULE 5 – COMPANY GROUP ASSETS |
50 |
THIS
AGREEMENT is made on 5 December 2025
BETWEEN
Vega
Global Technologies Limited (ACN 667 154 261) of 283 Rokeby Road Subiaco WA 6008 (Purchaser);
AND
Relms
Consolidated Pty Ltd (ACN 622 735 166) as trustee for the Sutton Family Trust of Level 6, 200 Adelaide Street, Brisbane QLD
4000 (Vendor);
AND
Mirragin
RAS Consulting Pty Ltd (ACN 149 778 165) of Level 6, 200 Adelaide Street, Brisbane QLD 4000 (Mirragin or the Company).
RECITALS
| A. | The
Vendor is the legal and beneficial owners of 100% of the issued shares in the capital of
Mirragin. |
| B. | The
Vendor has agreed to sell and the Purchaser has agreed to purchase the Vendor Shares pursuant
to the terms of this Agreement. |
| C. | Following
Settlement, Mirragin will become a wholly owned subsidiary of the Purchaser. |
| D. | The
Purchaser will become a wholly owned subsidiary of Braiin following Settlement, pursuant
to a separate share sale agreement. |
IT
IS AGREED as follows:
| 1. | DEFINITIONS
AND INTERPRETATION |
In
this Agreement:
Accounting
Standards means:
| (a) | the
accounting standards made by the AICPA, relating to the preparation and content of financial
statements; and |
| (b) | generally
accepted accounting principles that are consistently applied for companies similar to Mirragin,
except those inconsistent with the standards or requirements referred to in paragraph (a). |
Accounts
means in respect of each Company Group Member, the audited balance sheet of that member as at the Accounts Date and the audited profit
and loss account of that member for the year ending on the Accounts Date, true copies of which are set out in Schedule 3.
Accounts
Date means 30 June 2025.
Affiliates
means (in relation to a Party):
| (a) | a
Related Body Corporate of the Party; |
| (b) | an
associate of the Party (within the meaning of section 15 of the Corporations Act); and |
| (c) | any
entity (such as a natural person, body corporate, partnership or trust) which the Party Controls,
or which is Controlled by the party. |
Agreed
Dividend has the meaning given to it in clause 5.2.
Agreement
means the agreement constituted by this agreement and includes the recitals, schedules and annexures.
AICPA
means The American Institute of Certified Public Accountants.
Authorisation
means any permit, approval, authorisation, consent, exemption, filing, licence, notarisation, registration, password or waiver however
described and any renewal or variation to any of them.
Braiin
means Braiin Limited (ACN 660 713 093).
Braiin
Shares means fully paid ordinary shares in the capital of Braiin.
Broker
means PSG Capital Investments Pty Ltd ATF PSG Family Trust and Mr Shaishav Kumar Patel and Mrs Vidushi Patel.
Broker
Consideration Shares has the meaning given to it in clause 4.2.
Business
means the business carried out by the Company Group as at the Execution Date, being a dynamic and customer-centric company specialising
in ICT consulting and personnel services.
Business
Day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.
Cash
Consideration means A$550,000.
Claim
means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, expense or liability incurred by or to
or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Claim
Notice has the meaning given to that term in clause 8.9.
Company
Group means Mirragin, together with each Related Body Corporate of Mirragin.
Company
Group Member means an entity within the Company Group.
Condition
means the condition precedent set out in clause 2.1.
Confidential
Information means any trade secrets, lists of information pertaining to clients of the Company Group and or suppliers, specifications,
drawings, inventions, ideas, records, reports, software, patents, designs, copyright material, secret processes or other information,
whether in writing or otherwise, relating to the Company Group.
Consequential
Loss means any loss or damage which would not be fairly and reasonably considered as arising naturally (that is, according to the
usual course of things) from the breach including loss of profits, loss of business opportunity and economic loss.
Consideration
has the meaning given in clause 4.1.
Consideration
Shares means 353,982, being that number of fully paid ordinary shares in the capital of Vega. The number of Consideration Shares
shall be equal to the quotient of US$3,599,996.94 divided by US$10.17.
Control
of an entity includes the power to directly or indirectly:
| (a) | determine
the financial or operating policies of the entity; |
| (b) | control
the membership of the board or other governing body of the entity; and |
| (c) | control
the casting of more than one half of the maximum number of votes that may be cast at a general
meeting of the entity, |
regardless
of whether the power is in writing or not, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements,
understandings, practices or otherwise.
Corporations
Act means the Corporations Act 2001 (Cth).
Due
Diligence Materials means all information and documents provided to the Purchaser or its Representatives in the period ending at
5pm on the Business Day prior to the Execution Date.
Duty
means any stamp, transaction or registration duty or similar charge imposed by any Governmental Authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Encumbrance
means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential
right or trust arrangement and any other security or agreement of any kind given or created and including any possessory lien in the
ordinary course of business whether arising by operation of law or by contract.
End
Date means 5.00pm (AWST) on the later of:
| (a) | the
date that Braiin is listed on the NASDAQ; or |
| (b) | 31
January 2026 (or such later date as agreed by the Parties). |
Event
of Insolvency means:
| (a) | a
receiver, manager, receiver and manager, trustee, administrator, controller or similar officer
is appointed in respect of a person or any asset of a person; |
| (b) | a
liquidator or provisional liquidator is appointed in respect of the corporation; |
| (c) | any
application (not being an application withdrawn or dismissed within 14 days) is made to a
court for an order, or an order is made, or a meeting is convened, or a resolution is passed,
for the purposes of: |
| (i) | appointing
a person referred to in paragraphs (a) or (b); |
| (ii) | winding
up a corporation; |
| (iii) | proposing
or implementing a scheme of arrangement; or |
| (iv) | any
event or conduct occurs which would enable a court to grant a petition, or an order is made,
for the bankruptcy of an individual or his estate under any Insolvency Provision; |
| (d) | a
moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement
(formal or informal) with a person’s creditors, or any similar proceeding or arrangement
by which the assets of a person are subjected conditionally or unconditionally to the control
of that person’s creditors or a trustee, is ordered, declared, or agreed to, or is
applied for and the application is not withdrawn or dismissed within 14 days; |
| (e) | a
person becomes, or admits in writing that it is, is declared to be, or is deemed under any
applicable law to be, insolvent or unable to pay its debts; or |
| (f) | any
writ of execution, garnishee order, mareva injunction or similar order, attachment, distress
or other process is made, levied or issued against or in relation to any asset of a person. |
Execution
Date means the date of this Agreement.
Financial
Debt means borrowings or other indebtedness of the Company Group under any bank facility, overdraft, bond, note or debenture.
Governmental
Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous
or not) charged with the administration of any applicable law.
GST
has the meaning given to it in the GST Act.
GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth)and any regulations thereto or such other act or regulations
of equivalent effect.
Head
Company has the same meaning as that term is defined in section 995-1 of the ITAA 97.
Immediately
Available Funds means cash or telegraphic or other electronic means of transfer of immediately cleared funds into a bank account
nominated in advance by the payee.
Insolvency
Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance
of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may satisfy or
avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of
any of the assets of any person.
Intellectual
Property Licence means all agreements under which any Company Group Member obtains from any person the exclusive or non-exclusive
right to use, but not the ownership of, any of the Intellectual Property Rights referred to in paragraphs (a) to (d) inclusive of the
definition of that term.
Intellectual
Property Rights means:
| (a) | the
business names or trademarks owned or used at Execution Date by the Company Group; |
| (b) | the
Confidential Information owned or used at any time by the Company Group; |
| (c) | the
patents, patent applications, registered designs, unregistered designs, copyright and all
other similar rights owned or used at any time by the Company Group; and |
| (d) | the
Intellectual Property Licences. |
Invoice
means a tax invoice as defined in and for the purposes of the GST Act or any document allowing the Recipient to claim an input tax credit
under the GST Act.
Issue
Price means the initial listing price of Braiin Shares on NASDAQ, being US$10.17.
ITAA
36 means the Income Tax Assessment Act 1936 (Cth).
ITAA
97 means the Income Tax Assessment Act 1997 (Cth).
Liabilities
includes all liabilities (whether actual, contingent or prospective), Losses, damages, costs and expenses of whatever description.
Loss
means losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and Tax Costs.
Material
Adverse Effect means:
| (a) | when
used in a Warranty in relation to a Company Group Member a material adverse effect on the
financial position of the Company Group Member when compared to what the financial position
would be if the Warranty were true which is material according to the principles set out
in clause 1.3; and |
| (b) | when
used in all other cases in relation to a Company Group Member a material adverse effect on
the financial position of the Company Group Member which is material according to the principles
set out in clause 1.3, |
| (d) | any
matter, event or circumstance arising from changes in economic, business or public health
conditions which impact on Mirragin and their competitors in a similar manner; |
| (e) | any
change in taxation rates or laws, or applicable law, which impact on Mirragin and their competitors
in a similar manner; |
| (f) | any
change occurring as a result of any act of god, pandemic, landslide, earthquake, fire, flood,
or any other effect of the elements; |
| (g) | any
change in accounting policy required by law; or |
| (h) | any
change occurring directly or indirectly as a result of any matter, event or circumstance
required by this Agreement or the transactions contemplated by it. |
NASDAQ
means the Nasdaq stock exchange, operated in America.
Officer,
in relation to a corporation, has the meaning given in Section 9 of the Corporations Act.
Party
means a party to this Agreement and Parties means the parties to this Agreement.
Permitted
Encumbrance means:
| (a) | a
charge or lien that arises by operation of statute or other law, in the course of ordinary
business, where the amount secured is not overdue or is being diligently contested in good
faith and appropriately provisioned; |
| (b) | any
mechanic’s workmen’s or other like lien arising in the ordinary course of business,
where the amount secured is not overdue or is being diligently contested in good faith and
appropriately provisioned; |
| (c) | any
retention of title arrangement undertaken in the ordinary course of day to day trading on
arm’s length terms, as long as the obligation it secures is discharged when due or
is being diligently contested in good faith and appropriately provisioned; or |
| (i) | existing
on the Execution Date that has been approved by the Purchaser; or |
| (ii) | that
arises after the Execution Date and that the Purchaser approves before it arises, |
where
the maximum aggregate amount secured from time to time does not increase, and the time for payment of that amount is not extended beyond
the amount and time approved by the Purchaser.
Prescribed
Occurrence means:
| (a) | any
entity within the Company Group converting all or any of its shares into a larger or smaller
number of shares; |
| (b) | any
entity within the Company Group resolving to reduce its share capital in any way; |
| (c) | any
entity within the Company Group: |
| (i) | entering
into a buy back agreement; or |
| (ii) | resolving
to approve the terms of a buy back agreement; |
| (d) | any
entity within the Company Group making an allotment of, or granting an option to subscribe
for, any of its shares or agreeing to make such an allotment or grant such an option; |
| (e) | any
entity within the Company Group issuing, or agreeing to issue, convertible notes; |
| (f) | any
entity within the Company Group disposing, or agreeing to dispose, of the whole, or a substantial
part, of its business or property; |
| (g) | any
entity within the Company Group charging, agreeing to charge, the whole, or a substantial
part, of its business or property; |
| (h) | any
entity within the Company Group resolving that it be wound up; |
| (i) | the
appointment of a provisional liquidator of any entity within the Company Group; |
| (j) | the
making of an order by a court for the winding up of any entity within the Company Group; |
| (k) | an
administrator of any entity within the Company Group being appointed; |
| (l) | any
entity within the Company Group executing a deed of company arrangement; or |
| (m) | the
appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial
part, of the property of the Company Group. |
Purchaser
Group means the Purchaser, together with each Related Body Corporate of the Purchaser.
Purchaser
Group Member means each entity within the Purchaser Group.
Purchaser
Warranties means the representations and warranties of the Purchaser set out in Schedule 2 and Purchaser Warranty means any
one of them.
Records
means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every
description and other material regardless of their form or medium and whether coming into existence before, on or after the Execution
Date, owned by the Company Group including certificates of registration, minute books, statutory books and registers, books of account,
tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial
records.
Related
Party has the meaning given in section 228 of the Corporations Act.
Related
Body Corporate has the meaning given in section 9 of the Corporations Act.
Representative
means, in relation to a Party, that Party’s directors, officers, employees, agents or advisers (including without limitation
lawyers, accountants, consultants, bankers, financial advisers and any representatives of those advisers).
Resolution
Institute means the Resolution Institute (ACN 008 651 232) and any successor organisation.
Revenue
means the revenue of the Company Group determined in accordance with Accounting Standards.
Revenue
Authority means any Federal, State, Territory or local government authority or instrumentality in respect of Tax.
Settlement
means the settlement on the Settlement Date of the sale and purchase of the Vendor Shares in accordance with the terms of this Agreement.
Settlement
Date means that date which is 7 Business Days after the satisfaction or waiver of the Condition (or such other date as is agreed
between the Parties).
Statutes
means all legislation of any country, state or territory enforced at any time, and any rule, regulation, ordinance, by law, statutory
instrument, order or notice at any time made under that legislation.
Tax
means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp, transaction, registration, duty or
similar charge which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any interest,
fine, penalty, charge, fee or any other accounting imposed on, or in respect of any of the above but excludes Duty.
Taxable
Supply has the meaning given to it in the GST Act.
Tax
Claim means a Claim by the Purchaser for the breach of a Tax Warranty or under the Tax Indemnity.
Tax
Cost means all costs and expenses incurred in:
| (a) | managing
an inquiry; or |
| (b) | conducting
any objection, action, defence, or proceeding with the purpose of causing a withdrawal, reduction,
postponement, avoidance or compromise of a demand or assessment relating to Tax issued by
a Governmental Authority under a Tax Law, |
in
relation to Tax or Duty, but does not include the Tax or Duty.
Tax
Indemnity means the indemnity given by the Vendor to the Purchaser under clause 7.5.
Tax
Law means any law relating to either Tax or Duty as the context requires.
Tax
Relief means any refund, credit, offset, relief, allowance, deduction, rebate, recoupment, compensation, Tax loss, right to repayment
or other benefit or saving in relation to Tax and includes any amount otherwise payable which reduces, offsets, discharges or satisfies
a Liability for Tax.
Tax
Return means any return relating to Tax including any document which must be lodged with a Governmental Authority administering a
Tax or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, application, schedule
or election and any attachment).
Tax
Warranties mean the tax warranties set out in paragraph 16 of Schedule 1.
Third
Party means a person that is not a Party or an Affiliate of a Party.
Third
Party Claim means:
| (a) | a
Claim made by a Third Party against a Company Group Member, the Purchaser or any Affiliate
of the Purchaser that is reasonably likely to result in a Warranty Claim; or |
| (b) | a
Claim a Company Group Member, the Purchaser or an Affiliate of the Purchaser is entitled
to make against a Third Party based on anything that is reasonably likely to result in a
Warranty Claim. |
Transaction
means the sale and purchase of the Vendor Shares on the terms and conditions set out in this Agreement.
Vendor
Consideration Shares has the meaning given to it in clause 4.2.
Vendor
Shares means 100% of the shares in the capital of Mirragin.
Vendor
Warranties means the Warranties set out in Schedule 1 and Vendor Warranty
means
any one of them.
Warranty
Claim means a Claim by the Purchaser against the Vendor arising as a result of a breach of a Vendor Warranty, a Claim under clause
7.4 and any Tax Claim.
In
this Agreement:
| (a) | headings
are for convenience only and do not affect its interpretation; |
| (b) | no
provision of this Agreement will be construed adversely to a Party because that Party was
responsible for the preparation of this Agreement or that provision; |
| (c) | specifying
anything after the words “include” or “for example” or similar |
expressions
does not limit what else is included; and, unless the context otherwise requires:
| (d) | an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or
benefits all of them jointly and each of them severally; |
| (e) | the
expression person includes an individual, the estate of an individual, a corporation,
an authority, an association or joint venture (whether incorporated or unincorporated), a
partnership and a trust; |
| (f) | a
reference to any Party includes that Party’s executors, administrators, successors
and permitted assigns, including any person taking by way of novation; |
| (g) | a
reference to a body, other than a Party to this Agreement whether statutory or not: |
| (i) | which
ceases to exist; or |
| (ii) | whose
powers or functions are transferred to another body, is a reference to the body which replaces
it or substantially succeed its powers or functions; |
| (h) | a
reference to any document (including this Agreement) is to that document as varied, novated,
ratified or replaced from time to time; |
| (i) | a
reference to any statute or to any statutory provision includes any statutory modification
or re-enactment of it or any statutory provision substituted for it, and all ordinances,
by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| (j) | words
importing the singular include the plural (and vice versa) and words indicating a gender
include every other gender; |
| (k) | references
to parties, clauses, schedules, exhibits or annexures are references to Parties, clauses,
schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement
includes any schedule, exhibit or annexure to this Agreement; |
| (l) | where
a word or phrase is given a defined meaning, any other part of speech or grammatical form
of that word or phrase has a corresponding meaning; |
| (m) | a
reference to time is to time as observed in Perth, Western Australia; |
| (n) | if
a period of time is specified and dates from a given day or the day of an event, it is to
be calculated exclusive of that day; |
| (o) | a
reference to a day is to be interpreted as the period of time commencing at midnight and
ending 24 hours later; |
| (p) | if
an act prescribed under this Agreement to be done by a Party on or by a given day is done
after 5.00pm on that day, it is taken to be done on the next day; |
| (q) | where
an action is required to be undertaken on a day that is not a Business Day it shall be undertaken
on the next Business Day; |
| (r) | a
reference to a payment is to a payment by bank cheque or such other form of cleared funds
the recipient otherwise allows in the relevant lawful currency specified; |
| (s) | a
reference to $A or dollar is to the lawful currency of the Commonwealth of
Australia and a reference to USD or US$ is to the lawful currency of the United States
of America; and |
| (t) | a
reference to a Party using or an obligation on a Party to use reasonable endeavours or its
best endeavours does not oblige that Party to: |
| (A) | in
the form of an inducement or consideration to a third party to procure something (other than
the payment of immaterial expenses or costs, including costs of advisers, to procure the
relevant thing); or |
| (B) | in
circumstances that are commercially onerous or unreasonable in the context of this Agreement; |
| (ii) | provide
other valuable consideration to or for the benefit of any person; or |
| (iii) | agree
to commercially onerous or unreasonable conditions. |
Unless
the contrary intention appears, a matter will be regarded as “material” if alone or together with a series of similar or
related matters, it will, or would be likely to, in any 12 month period:
| (a) | involve
a Claim by or against a Company Group Member exceeding US$350,000; |
| (b) | have
a financial impact on revenues or expenses of a Company Group Member exceeding: |
| (i) | in
the case of any unusual or non-recurring event, US$350,000; and |
| (ii) | in
the case of any recurrent event, US$35,000; |
| (c) | have
a financial impact on the value of the assets or liabilities of the Company Group Member
exceeding US$350,000; or |
| (d) | impose
an obligation or confer a benefit on a Company Group Member of an amount exceeding US$350,000, |
where
the “financial impact” is to be assessed in the case of a Warranty Claim, by reference to the position if the Warranty were
true, and in all other cases, is to be assessed by reference to the position set out in the Accounts.
Clauses
3 and 6 of this Agreement are subject to and do not become binding on the Parties unless and until Braiin has been preliminarily approved
by NASDAQ for listing and trading and has received written approval for the United States Securities and Exchange Commission that its
registration statement has been approved and is declared effective, unless this condition has been waived in accordance with clause 2.2.
| 2.2 | Benefit
of the Condition |
The
Condition is for the benefit of the Purchaser and the Purchaser may, by notice in writing to the Vendor on or before the End Date, waive
this Condition.
| (a) | Each
Party must provide all reasonable assistance to the others as is necessary to satisfy the
Condition including by: |
| (i) | signing
and delivering all documents and doing everything reasonably necessary or desirable to carry
out its obligations under this clause 2; and |
| (ii) | keep
the other party regularly informed of the status of any discussions or negotiations with
relevant third parties about the Condition. |
| (b) | Nothing
in this clause obliges a Party to waive the Condition or grant an extension of time for satisfaction
of the Condition. |
The
Purchaser must promptly notify the Vendor in writing if the Condition has been satisfied or cannot be satisfied, or any material development
which has an impact on the likelihood of the Condition being satisfied by the End Date.
| 2.5 | Termination
before Settlement |
If
the Condition have not been satisfied or waived in accordance with clause 2.2, prior to the End Date, then with effect from the End Date,
the Purchaser or the Vendor may by giving not less than 5 Business Days’ written notice to the other Parties, terminate this Agreement.
| 2.6 | Agreement
of no effect |
If
a Party gives notice terminating the Agreement under clause 2.5 this Agreement shall be deemed to be at an end and of no force or effect
with none of the Parties being subject to any of the obligations contained in this Agreement and with no Party claiming any rights at
law or equity against the other Parties, save for the performance of those covenants and agreements (if any) which should have been performed
on or before the date of termination, and all damages for breach of the same.
| 3.1 | Agreement
to buy and sell Vendor Shares |
The
Vendor, as legal owner of the Vendor Shares, agrees to sell, free from Encumbrances, and the Purchaser agrees to purchase, the Vendor
Shares for the Consideration and on the further terms and conditions set out in this Agreement.
The
Vendor must sell the Vendor Shares to the Purchaser together with all rights attached to them as at the Execution Date and that accrue
between the Execution Date and Settlement, other than the Agreed Dividend.
The
Vendor waives all rights of pre-emption or other rights over any of the Vendor Shares conferred either by the constitution of Mirragin,
by any shareholders agreement relating to shares or other securities in Mirragin, or in any other way.
Title
to and risk in the Vendor Shares passes to the Purchaser on Settlement.
The
Purchaser acknowledges that any money owing by the Vendor to Mirragin will be forgiven by GammLab.ai or its nominee.
The
consideration payable by the Purchaser is:
| (i) | the
Consideration Shares to be issued and allotted in accordance with clause 4.2; and |
| |
(ii) |
the Cash Consideration to be paid in accordance with clause
4.2, (the Consideration). |
| 4.2 | Payment
of consideration |
On
the Settlement Date:
| (a) | the
Purchaser will procure that Vega will allot and issue 95% of the Consideration Shares to
the Vendor (Vendor Consideration Shares) and 5% of the Consideration Shares to the
Broker (Broker Consideration Shares), and provide any documentation reasonably requested
by the Vendor to evidence the Consideration Shares have been issued in accordance with the
terms of this Agreement; and |
| (b) | the
Purchaser will pay the Cash Consideration to the Vendor. |
| 4.3 | Payments
in Cleared Funds |
All
cash payments under this clause 4 must either be made by Immediately Available Funds or such other form of cleared funds as the Vendor
and Purchaser agree.
The
Vendor agrees and acknowledges that it will be required to enter into a restriction agreement to give effect to a mandatory escrow of
the Vendor Consideration Shares for:
| (a) | in
relation to 50% of the Vendor Consideration Shares, a period of twelve (12) months from the
date of issue; |
| (b) | in
relation to 25% of the Vendor Consideration Shares, a period of eighteen (18) months from
the date of issue; and |
| (c) | in
relation to 25% of the Vendor Consideration Shares, a period of twenty-four (24) months from
the date of issue. |
The
Vendor agrees and acknowledges that they will enter into restriction agreements in respect of the Vendor Consideration Shares on this
basis.
The
Vendor agrees and acknowledges that the Broker will be required to enter into a restriction agreement to give effect to an escrow of
twelve (12) months from the date of issue. The Vendor agrees and acknowledges that they will procure the Broker to enter into a restriction
agreement in respect of the Broker Consideration Shares on this basis.
| 5. | CONDUCT
BEFORE SETTLEMENT |
| 5.1 | Conduct
of Company Group’s Business |
The
Vendor covenants with the Purchaser that during the period commencing on the Execution Date and expiring on the earlier of termination
of this Agreement or the Settlement Date, each entity within the Company Group will not, except as contemplated by this Agreement, without
the prior written consent of the Purchaser:
| (a) | enter
into any contract or commitment requiring it to pay more than US$350,000 or more than US$350,000
per annum other than in the ordinary course of business; |
| (b) | acquire
any asset or authorise any capital expenditure of value that exceeds US$350,000 other than
in the ordinary course of business; |
| (c) | dispose
of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of
its assets or any interest in any of them; |
| (d) | grant
any option to subscribe for any security in any entity within the Company Group or allot
or issue or agree to allot or issue any security, share or loan capital or any security convertible
into any share or loan capital in any entity within the Company Group; |
| (e) | resolve
to reduce its share capital in any way; |
| (f) | enter
into a buy-back agreement or resolve to approve the terms of a buy-back agreement; |
| (g) | declare
or pay any dividend or make any other distribution of its assets or profits, other than the
Agreed Dividend; |
| (h) | alter
or agree to alter its constitution other than as provided for in this Agreement; |
| (i) | resolve
any new programs or budgets; |
| (j) | cancel
any existing insurance policy in the name of or for the benefit of a member of the Company
Group unless a replacement policy (on terms no less favourable to the Company Group Member,
if available in the market) has been put in place; |
| (k) | repay
any shareholder loans or advances except in accordance with this Agreement; |
| (l) | vary,
terminate or fail to renew any of its contracts, Authorisations or commitments, other than
in the ordinary course of its business; or |
| (m) | change
any accounting method, practice or principle used by it. |
| (a) | The
Parties acknowledge and agree that, any profits of Mirragin accrued prior to the Settlement
Date do not form part of the sale to the Purchaser and, subject to applicable law, will be
paid by way of a fully franked dividend to the Vendor in such manner, proportions and at
times prior to Settlement, as is directed by the Vendor (Agreed Dividend). |
| (b) | The
Purchaser agrees that Mirragin may frank any Agreed Dividend to the extent that such payment
or payments do not create a franking account deficit in respect of Mirragin. |
Nothing
in clause 5.1 restricts the Vendor or any Company Group Member from doing anything:
| (a) | that
is expressly permitted in this Agreement; |
| (b) | to
reasonably and prudently respond to an emergency or disaster (including a situation giving
rise to a risk of personal injury or damage to property); |
| (c) | that
is necessary for a member of the Company Group to meet its legal or contractual obligations
or the requirements of a Governmental Authority; or |
| (d) | that
is agreed to in writing between Mirragin and the Purchaser (such agreement not to be unreasonably
withheld or delayed). |
| (a) | The
Vendor covenants in favour of the Purchaser that, during the period commencing on the Execution
Date and expiring on the Settlement Date, it will allow the Purchaser to carry out a financial,
commercial and legal due diligence on the Company Group and will provide the Purchaser upon
reasonable notice with all relevant information in respect of the Company Group, in order
for the Purchaser to complete this due diligence. |
| (b) | The
Purchaser may only exercise its right of access under clause 5.4(a) to the extent the access
will not, in the reasonable opinion of the Vendor: |
| (i) | unreasonably
interfere with the conduct of the Business or the activities and operations of the Company
Group; |
| (ii) | breach
any obligations (including obligations of confidentiality) that the Vendor or a Company Group
Member owes to any third party or under any Statute; or |
| (iii) | compromise
or result in a risk of damage or compromise to the protection of legal professional privilege
in relation to any of the Records, |
and
the Purchaser agrees to comply with the Vendor’s reasonable requirements
and
directions in relation to the access.
| (c) | The
Parties must ensure that, as soon as possible after the execution of this Agreement, their
Representatives meet and use their best endeavours to determine the most appropriate method
of implementing the steps required to ensure a smooth transition of the management and operation
of the Company Group with the Purchaser Group following Settlement. |
Before
Settlement, the Vendor must procure that:
| (a) | all
indebtedness due from the Vendor to Mirragin is either satisfied in full or forgiven by Mirragin
(whereby no actual payment is made and the Vendor is released from any liability to Mirragin);
and |
| (b) | all
indebtedness due from Mirragin to the Vendor is satisfied in full without payment of interest. |
| 6.1 | Time
and Location of Settlement |
Settlement
shall take place at 10.00am (AWST) on the Settlement Date at such offices as the Parties may agree and at such time as shall be agreed
by the Parties.
| 6.2 | The
Vendor’s obligations at Settlement |
At
Settlement, the Vendor must confer on the Purchaser title to the Vendor Shares and place the Purchaser in effective possession and control
of the Company Group. To this end, at or prior to Settlement:
| (a) | the
Vendor must deliver or cause to be delivered to the Purchaser: |
| (i) | restriction
agreements for the Vendor Consideration Shares and the Broker Consideration Shares on the
terms set out in clauses 4.4 and 4.5 respectively, duly signed by the Vendor and the Broker
respectively; |
| (ii) | separate
instruments of transfer in registrable form for the Vendor Shares held by the Vendor in favour
of the Purchaser (as transferee) which have been duly executed by the Vendor (as transferor); |
| (iii) | the
common seal (and any duplicate common seal, share seal or official seal) of each entity within
the Company Group (if any); |
| (iv) | all
available copies of the constitutions of each entity within the Company Group; |
| (v) | details
of the current corporate key issued by the Australian Securities and Investments Commission
for each entity within the Company Group; |
| (vi) | the
minute books and other records of meetings or resolutions of members and directors of each
entity within the Company Group; |
| (vii) | all
registers of each entity within the Company Group (including the register of members, register
of options, register of directors, register of charges) in proper order and condition and
fully entered up to the Settlement Date; |
| (viii) | all
cheque books, financial and accounting books and records, copies of tax returns and assessments,
mortgages, leases, agreements, insurance policies, title documents, licences, indicia of
title, contracts, passwords to computers, certificates and all other records, papers, books
and documents of each entity within the Company Group; |
| (ix) | the
written resignations of each of the directors and secretary of each entity within the Company
Group with effect from Settlement; |
| (x) | a
duly completed authority for the alteration of the signatories of each bank account of each
entity within the Company Group in the manner required by the Purchaser by written notice
before the Settlement Date; |
| (xi) | all
current Authorisations and other documents issued to each entity within the Company Group
under any legislation, ordinance or otherwise relating to their business activities; |
| (xii) | procure
that directors’ meetings of each entity within the Company |
Group
are held to attend to the following matters (as applicable):
| (A) | the
approval of the registration (subject to payment of stamp duty, if applicable) of the transfers
of the Vendor Shares and the issue of new share certificates for the Vendor Shares in the
name of the Purchaser; |
| (B) | the
appointment as additional directors and secretaries of each entity within the Company Group
of those persons nominated by the Purchaser by written notice before the Settlement Date; |
| (C) | the
retirement, by written notice, of all directors and the company secretary of each entity
within the Company Group with effect from Settlement acknowledging that each of them has
no Claim of any kind whatsoever against any entity within the Company Group by way of compensation
or entitlement for loss of office; and |
| (D) | the
revocation of all existing authorities to operate bank accounts of the Company Group. |
| 6.3 | The
Purchaser’s obligations at Settlement |
At
Settlement, the Purchaser must pay the Cash Consideration to the Vendor.
| 6.4 | Vega’s
obligations at Settlement |
At
Settlement, Vega must allot and issue the Vendor Consideration Shares to the Vendor and the Broker Consideration Shares to the Broker.
| 6.5 | Conditions
of Settlement |
| (a) | Settlement
is conditional on both the Purchaser and the Vendor complying with all of their obligations
under this clause 6. |
| (b) | If
a Party (Defaulting Party) fails to satisfy its obligations under this clause 6 on
the day and at the place and time for Settlement then any other Party (Notifying Party)
may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations
within a period of 10 Business Days from the date of the notice and declaring time to be
of the essence. |
| (c) | If
the Defaulting Party fails to satisfy those obligations within those 10 Business Days under
clause 6.5(b) above, the Notifying Party may, without limitation to any other rights it may
have, terminate this Agreement by giving written notice to the Defaulting Party. |
| 6.6 | Settlement
simultaneous |
| (a) | Subject
to clause 6.6(b), the actions to take place under this clause 6 are interdependent and must
take place, as nearly as possible, simultaneously. If one action does not take place, then
without prejudice to any rights available to any Party as a consequence: |
| (i) | there
is no obligation on any Party to undertake or perform any of the other actions; |
| (ii) | to
the extent that such actions have already been undertaken, the Parties must do everything
reasonably required to reverse those actions; and |
| (iii) | each
Party must return to the other all documents delivered to it under this clause 6, and must
each repay to the other all payments received by it under this clause 6, without prejudice
to any other rights any Party may have in respect of that failure. |
| (b) | The
Purchaser may, in its sole discretion, waive any or all of the actions that the Vendor are
required to perform under clause 6.2. |
| 7. | REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
| 7.1 | Representations
and Warranties |
Subject
to the qualifications and limitations in clause 8, the Vendor gives the Vendor Warranties in favour of the Purchaser, on the Execution
Date and on each day between the Execution Date and the Settlement Date.
| 7.2 | Independent
Warranties |
The
Vendor Warranties are to be construed separate and independently of the others and are not limited by reference to any other Vendor Warranty.
The
Vendor acknowledges that the Purchaser has entered into this Agreement and will complete this Agreement in reliance on the Vendor Warranties.
The
Vendor agrees to indemnify the Purchaser and each Company Group Member against, and must pay the Purchaser an amount equal to, any Loss
suffered or incurred by the Purchaser or a Company Group Member as a result of a breach of a Vendor Warranty, except to the extent that
the Vendor Warranty or the Vendor’s liability for the Loss is limited or qualified under clause 8, and this will be the sole remedy
of the Purchaser and each Company Group Member in respect of any such breach.
| (a) | The
Vendor agrees to indemnify the Purchaser, and must pay the Purchaser the amount of any: |
| (i) | Tax
or Duty payable by a Company Group Member to the extent that the Tax or Duty: |
| (A) | relates
to any period, or part period, up to and including Settlement; or |
| (B) | arises
as a result of entry into this Agreement or Settlement (other than any Duty to be paid by
the Purchaser under clause 18.2(a)); and |
| (ii) | Tax
Costs incurred by or on behalf of a Company Group Member to the extent those Tax Costs arise
from or relate to any of the matters for which the Vendor may be liable under clause 7.5(a)(i). |
| (b) | Notwithstanding
clause 7.5(a)(i), the Tax Indemnity does not apply to a Tax Claim and the liability of the
Vendor in respect of any Tax Claim is reduced or extinguished: |
| (i) | to
the extent that it arises as a result of any income derived, loss, outgoing or deductions
incurred or activities undertaken, or deemed for Tax purposes to have been undertaken, after
Settlement; |
| (ii) | to
the extent that it arises as a result of the transactions contemplated by this Agreement; |
| (iii) | to
the extent that it arises from the Company Group or the Purchaser or any of their Related
Bodies Corporate taking a position in relation to the application of a law in relation to
Tax that is inconsistent with the position taken by the Company Group prior to Settlement
(including a position adopted in the calculation of any Tax balance in the Accounts), unless
the Company Group is required to adopt that inconsistent position to comply with a Tax Law; |
| (iv) | to
the extent that it results from or is increased by the failure of the Purchaser, the Company
Group or any of their respective Related Bodies Corporate, after the Settlement Date in a
reasonably timely manner to: |
| (A) | lodge
any return, notice, objection, or other document in relation to the Tax Claim; |
| (B) | claim
all or any portion of any available Tax Relief; |
| (C) | disclose
or correctly describe in any notice, return, objection or other document relating to the
Tax Claim any relevant matters within the reasonable knowledge of the Purchaser or the Company
Group or any of their Respective Bodies Corporate; or |
| (D) | take
any other action which the Company Group or any Related Body Corporate of the Company Group
is required to take under any Tax Law; or |
| (v) | to
the extent that an amount has been included as a provision, allowance, reserve or accrual
in the Accounts. |
| 7.6 | Notification
of Warranty Breaches |
The
Vendor must promptly notify the Purchaser if at any time after the Execution Date they become aware that:
| (a) | a
Vendor Warranty has ceased to be true; or |
| (b) | an
act or event has occurred that would or might reasonably be expected to result in a Vendor
Warranty ceasing to be true if it were repeated immediately at Settlement, |
and
must also provide the Purchaser with details of that fact which are known to the Vendor.
| 7.7 | Undertaking
not to make Claims |
The
Vendor undertakes to the Purchaser and any current or former director, officer or employee of the Purchaser who was at the Execution
Date a director, officer or employee of the Company Group Member (Officer) that they shall not make a Claim or demand against
any Officer in respect of any matter arising in connection with this Agreement including any breach of a Vendor Warranty.
| 8. | QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
| (a) | The
Purchaser cannot make a Warranty Claim and the Liability of the Vendor is reduced or extinguished
(as the case may be) to the extent that the Warranty Claim (other than a Tax Claim) arises
out of any facts, matters or circumstances disclosed in this Agreement. |
| (b) | The
Vendor’s liability for any Warranty Claim is reduced or extinguished (as the case may
be) to the extent that the matter giving rise to the Claim is taken to be disclosed under
this clause 8.1. |
| 8.2 | Meaning
of Vendor’s Knowledge |
Where
any Vendor Warranty is qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s
knowledge, information and belief” or any similar expression, the Vendor will be deemed to know or be aware of a particular fact,
matter or circumstance if a director or officer of a Company Group Member is aware of that fact, matter or circumstance on the date the
Vendor Warranty is given.
The
Vendor’s total aggregate maximum liability for a breach of a Vendor Warranty is
limited
to A$1,500,000.
| 8.4 | Qualifications
to the Vendor Warranties |
The
Vendor is not liable under any Claim for a breach of a Vendor Warranty, or under an indemnity given under this Agreement, unless the
amount finally agreed or adjudicated to be payable in respect of that Claim:
| (a) | exceeds
US$35,000; and |
| (b) | either
alone or together with the amount finally agreed or adjudicated to be payable in respect
of other Claims exceeds US$350,000. |
The
Vendor is not liable for a breach of a Vendor Warranty and has no Liability in relation to a Warranty Claim unless:
| (a) | in
the case of a Tax Claim, the Purchaser has given written notice of the Tax Claim to the Vendor
under clause 8.9 on or before the date that is 7 years after Settlement; |
| (b) | in
the case of a Warranty Claim other than a Tax Claim, the Purchaser has given written notice
of the Warranty Claim to the Vendor under clause 8.9 on or before the date that is 2 years
after Settlement; and |
| | | |
| (c) | in
either case, the Warranty Claim has been settled or legal proceedings in a court of competent
jurisdiction in respect of such Warranty Claim have been properly issued and served on the
Vendor within 12 months of such Warranty Claim being notified by the Purchaser to the Vendor
under clause 8.9. |
Notwithstanding
any other provision in this Agreement, the Vendor will not in any circumstances be liable to the Purchaser or any other person for any
Consequential Loss in relation to this Agreement or any transaction contemplated by this Agreement.
| 8.7 | No
representation or implied warranty |
The
Purchaser acknowledges and agrees with the Vendor that:
| (a) | the
Vendor Warranties are the only warranties that the Purchaser requires, and on which the Purchaser
has relied, in entering into this Agreement; |
| | | |
| (b) | the
Vendor makes no representations or warranties, other than those contained in this Agreement;
and |
| | | |
| (c) | the
Purchaser does not rely on any representation or warranty, whether express or implied, made
by or on behalf of the Vendor, other than the Vendor Warranties and must not make any Claim
asserting reliance on any representation or warranty, other than the Vendor Warranties (or
under the indemnity in clause 7.4). |
| 8.8 | Other
limits on Claims |
The
Purchaser cannot make a Warranty Claim, and the liability of the Vendor in respect of any Warranty Claim is reduced or extinguished (as
the case may be) to the extent that:
| (a) | the
Warranty Claim is made good, offset (including as a result of expenditure being tax deductible
or amounts being treated as non-assessable, in prior years or future years) or compensated
for by any other means to the Purchaser or Mirragin (including, without limitation, under
a policy of insurance); |
| | | |
| (b) | the
Warranty Claim results from any act or omission before Settlement carried out or omitted
by or on behalf of the Purchaser or any Purchaser Group Member (other than Mirragin) or at
any of their direction; |
| | | |
| (c) | it
is caused by, or contributed to by, any act, omission, transaction or arrangement implementing,
or permitted by, the terms of this agreement or of any other agreement, transaction or arrangement
contemplated by it; |
| | | |
| (d) | the
Warranty Claim is attributable to any change after Settlement in the accounting policies
or practices used in preparing the accounts of Mirragin or it arises from application by
Mirragin of accounting policies or practices inconsistently with their application before
Settlement; |
| | | |
| (e) | the
matter giving rise to the Claim is remediable and, within 30 Business Days of receiving written
notice of the Claim in accordance with clause 8.9, the Vendor remedies the matter; |
| | | |
| (f) | the
Loss is Consequential Loss; |
| | | |
| (g) | the
Warranty Claim arises out of or is increased as a result of an act or omission by or on behalf
of the Vendor or Mirragin, the details of which have been fairly disclosed to the Purchaser
in writing and where the Purchaser has subsequently provided its written consent to that
act or omission; |
| | | |
| (h) | the
Warranty Claim relates to a liability that is contingent, unless and until the liability
becomes an actual liability and is due and payable; |
| | | |
| (i) | the
Loss has been recovered by the Purchaser under another Claim; |
| (j) | the
Loss is recovered or recoverable by the Purchaser (or by Mirragin after Settlement) from
a person other than the Vendor whether by way of contract, indemnity, under an insurance
policy or otherwise (and the Purchaser agrees to use, and to procure that Mirragin use, all
reasonable endeavours to recover such Loss); |
| | | |
| (k) | the
Warranty Claim would not have arisen but for a change in ownership of Mirragin, or a restructure
of the Business, on or after Settlement; |
| | | |
| (l) | the
Warranty Claim (other than a Tax Claim) arises out of a fact, matter or circumstance that
is within the actual knowledge of the Purchaser or its Representatives at the Execution Date
or Settlement (as applicable); |
| | | |
| (m) | the
Warranty Claim arises as a result of or in consequence of anything done at the written request
of the Purchaser; |
| | | |
| (n) | a
provision, allowance, reserve or accrual has been made in the Accounts; |
| | | |
| (o) | the
Liability suffered arises out of or is relating to an opinion, estimate, projection, business
plan, budget or forecast; or |
| | | |
| (p) | the
Warranty Claim occurs as a result of a change after the Execution Date in any: |
| (i) | law;
or |
| | | |
| (ii) | policy
of any Governmental Authority, |
including
changes that have retrospective effect (in each case except where such change was publicly announced prior to the Execution Date).
| 8.9 | Notice
of potential Claim |
If
the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Warranty Claim it must notify the Vendor
in writing, within 10 Business Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the
fact, matter or thing relied on as giving rise to the Warranty Claim, the Vendor Warranty that is the subject of the Warranty Claim (if
applicable) and all relevant details of the Warranty Claim in so far as they are available to the Purchaser.
| 8.10 | Conduct
of Third Party Claims |
| (a) | The
Vendor may within 20 Business Days from the date of time receipt of a Claim Notice (or if
the Vendor becomes aware by any other means of a Third Party Claim) elect by written notice
given to the Purchaser to: |
| (i) | take
over the conduct of the Third Party Claim; and |
| | | |
| (ii) | take
such actions as the Vendor may decide about the Third Party Claim, including to negotiate,
defend or settle the Third Party Claim and to recover costs incurred as a consequence of
the Third Party Claim from any person. |
| (b) | Where
the Vendor takes over the conduct and/or defence of any Third Party Claim under this clause
8.10, the Vendor must: |
| (i) | afford
the Purchaser the opportunity to consult with the Vendor on all matters of significance for
the goodwill of the Business; and |
| | | |
| (ii) | at
reasonable and regular intervals provide the Purchaser with written reports concerning the
conduct, negotiation, control, defence and outcome or settlement of the Third Party Claim. |
| (c) | The
Purchaser must take, and must procure that the relevant Company Group Member takes, all steps
necessary to allow the Vendor to conduct a Third Party Claim under this clause 8.10 including
to: |
| (i) | take
all action and render all assistance reasonably requested by the Vendor in connection with
its conduct of the Third Party Claim; |
| (ii) | not
admit liability for, negotiate, enter into any agreement about, settle or compromise the
Third Party Claim without the Vendor’s prior written consent; |
| | | |
| (iii) | allow
the Vendor to negotiate, enter into any agreement about, settle or compromise the Third Party
Claim as the Vendor considers appropriate; and |
| | | |
| (iv) | provide
the Vendor with access to (with the right to take copies) and make available to the Vendor
all relevant personnel, relevant documents, books and records reasonably required for the
purpose of the conduct of any Third Party Claim. |
| (d) | For
as long as the Vendor has not elected to take over the conduct or defence of a Third Party
Claim under clause 8.10: |
| (i) | the
Purchaser may take such actions as the Purchaser may decide about the Third Party Claim,
including to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred
as a consequence of the Third Party Claim from any person; |
| | | |
| (ii) | the
Purchaser must at reasonable and regular intervals provide the Vendor with written reports
concerning the conduct, negotiation, control, defence and/or outcome or settlement of the
Third Party Claim and must not settle the Third Party Claim without the prior approval of
the Vendor (which must not be unreasonably withheld); |
| | | |
| (iii) | the
Purchaser must afford the Vendor the opportunity to consult with the Purchaser on matters
of significance in relation to the conduct, negotiation and settlement of the Third Party
Claim; and |
| | | |
| (iv) | the
Vendor must render to the Purchaser, at the Purchaser’s expense, all such assistance
as the Purchaser may reasonably require in disputing any Third Party Claim. |
| 8.11 | Reimbursement
if subsequent recovery from third parties |
| (a) | Where
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) is at
any time entitled to recover from another person any sum for a matter giving rise to a Warranty
Claim, the Purchaser must (and, if relevant, must procure that its concerned Affiliate must)
take all reasonable steps to enforce that recovery before taking action against the Vendor.
If the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) recovers
an amount from that other person, the amount of the Warranty Claim against the Vendor will
be reduced by the amount recovered. |
| | | |
| (b) | If
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) receives
any payment from or on behalf of the Vendor for any Warranty Claim (Vendor Payment)
and any of the Purchaser, any Affiliate of the Purchaser or a Company Group Member subsequently
recovers any amount from any Third Party (including under a Third Party Claim) for anything
relating to that Warranty Claim (Recovered Amount), the Purchaser must as soon as
reasonably practicable: |
| (i) | notify
the Vendor of the Recovered Amount; and |
| | | |
| (ii) | pay
the Vendor an amount equal to the lesser of: |
| (A) | the
Recovered Amount less any Tax payable on those amounts, any reasonable costs and expenses
incurred by the Purchaser, any Affiliate of the Purchaser or the Company Group Member (as
the case may be) in making that recovery; and |
| | | |
| (B) | the
Vendor Payment. |
| (a) | On
and after Settlement, the Purchaser must not omit to take, and must not omit to procure that
each Company Group Member takes, any reasonable action (to the extent required under the
principals which apply in respect of common law contractual damages Claims (even though the
Warranty Claim may be an indemnity claim)) that would mitigate any Liability or potential
Liability of the Vendor for a Warranty Claim including by omitting to seek recovery or compensation
by other means if it is available, provided that this does not require the Purchaser to do,
or omit to do, anything which may prejudice its ability, or the ability of any Company Group
Member, to recover under any available insurance. |
| | | |
| (b) | If
the Purchaser fails to comply with clause 8.12(a) and compliance with that clause would have
mitigated any Liability, the Vendor is not liable for the amount by which the Liability would
have been reduced by such compliance. |
| 8.13 | Purchaser
acknowledgements |
The
Purchaser acknowledges, agrees and represents that:
| (a) | the
disclosure of any matter in the Due Diligence Materials does not constitute or imply any
warranty, representation, statement, covenant, agreement, indemnity or undertaking not expressly
given by the Vendor in this Agreement and the contents of the Due Diligence Materials do
not have the effect of extending the scope of any of the Vendor Warranties or the other provisions
of this Agreement; and |
| | | |
| (b) | any
Claim by the Purchaser against the Vendor must be based solely on and limited to the express
provisions of this Agreement and that, to the maximum extent permitted by law, all terms
and conditions that may be implied by law in any jurisdiction and which are not expressly
set out in this Agreement are excluded (and to the extent that any of those terms and conditions
cannot be excluded then the Purchaser irrevocably waives all rights and remedies that it
may have, and releases the Vendor from any Liability, under those terms and conditions). |
The
Purchaser will not be entitled to recover damages or obtain payment, reimbursement or restitution more than once for the same Liability
or breach of this Agreement.
| 8.15 | Independent
limitations |
Each
qualification and limitation in this clause 8 is to be construed independently of the others and is not limited by any other qualification
or limitation.
| 8.16 | Reduction
of Consideration |
| (a) | Any
monetary compensation received by the Purchaser as a result of any breach by the Vendor of
any Vendor Warranty or as a result of any Claims under any guarantee or indemnity granted
in favour of the Purchaser under this Agreement shall be in reduction of the Consideration. |
| | | |
| (b) | Any
payment (including a reimbursement) made by the Purchaser to the Vendor in respect of any
Claim will be an increase of the Consideration. |
If
a Party (Payor) is liable to pay an amount to another Party (Recipient) in respect of a Claim and that payment is treated
as income under the Tax Law such that the payment increases the income tax payable by the Recipient, or the Head Company of any consolidated
group of which the Recipient is a member (collectively the Recipient Group) under the Tax Law, then the payment must be grossed-up
by such amount as is necessary to ensure that the net amount retained by the Recipient Group after deduction of Tax or payment of the
increased income tax equals the amount the Recipient Group would have retained had the Tax or increased income tax not been payable.
In
assessing any Loss recoverable by the Purchaser as a result of any Claim, there must be taken into account any benefit accruing to the
Purchaser or Mirragin (including any amount of any relief, allowance, exemption, exclusion, set-off, deduction, loss, rebate, refund,
right to repayment or credit granted or available in respect of a Tax or Duty under any law obtained or obtainable by the Purchaser or
Mirragin and any amount by which any Tax or Duty for which the Purchaser or Mirragin are or may be liable to be assessed or accountable
is reduced or extinguished), arising directly or indirectly from the matter that gives rise to that Claim.
| (a) | It
is the parties’ intention that the Purchaser’s sole remedy against the Vendor
in respect
of any Claim will be as set out in this Agreement. |
| | | |
| (b) | The
Purchaser must not, and must procure that each Purchaser’s Group Member does not, make
a Claim which the Purchaser would not be entitled to make under this Agreement or which is
otherwise inconsistent with the Purchaser’s entitlement to make a Claim under this
Agreement and the Purchaser acknowledges that to do so would be to seek to circumvent the
parties’ intention expressed in clause 8.19(a). |
| | | |
| (c) | To
the extent that the Purchaser’s right to make a Claim under or in connection with this
Agreement is limited or excluded by this clause 8.19, the Claim and the liability of the
Vendor is, to the extent permitted by applicable law, absolutely barred, and the Purchaser
and the Purchaser’s Group must not make such a Claim against the Vendor. |
| 9. | WARRANTIES
BY THE PURCHASER |
The
Purchaser represents and warrants that each of the Purchaser Warranties are true and accurate on the Execution Date and immediately before
Settlement.
| 9.2 | Independent
Warranties |
Each
of the Purchaser Warranties is to be construed independently of the others and is not limited by reference to any other Purchaser Warranty.
The
Purchaser acknowledges that the Vendor has entered into this Agreement and will complete this Agreement in reliance on the Purchaser
Warranties.
If
any party (Trustee) enters into this Agreement in the capacity as trustee of any trust (Trust) under any trust deed, deed
of settlement or other instrument (Trust Deed), and whether or not any other party has notice of the Trust, then the Trustee enters
into this Agreement both as trustee of the Trust and in its personal capacity.
The
Trustee represents and warrants that:
| (a) | it
is the only trustee of the Trust and no action has been taken or is proposed to remove it
as trustee of the Trust; |
| | | |
| (b) | the
Trustee has power under the Trust Deed and, in the case of a corporation, under its constitution,
to enter into and execute this Agreement and to perform the obligations imposed under this
Agreement as trustee; |
| | | |
| (c) | all
necessary resolutions have been passed as required by the Trust Deed and, in the case of
a corporate Trustee, by its constitution, in order to make this agreement fully binding on
the Trustee; |
| (d) | the
execution of this Agreement is for the benefit of the beneficiaries of the Trust; |
| | | |
| (e) | the
Trustee is not, and has never been, in default under the Trust Deed; |
| | | |
| (f) | it
has a right to be fully indemnified out of the Trust assets in respect of obligations incurred
by it under this Agreement and the assets of the Trust are sufficient to satisfy that right
of indemnity; |
| | | |
| (g) | there
is not now, and the Trustee will not do anything by virtue of which there will be in the
future, any restriction or limitation on the right of the Trustee to be indemnified out of
the assets of the Trust; and |
| | | |
| (h) | there
is no material fact or circumstance relating to the assets, matters or affairs of the Trust
that might, if disclosed, be expected to affect the decision of the other Parties, acting
reasonably, to enter into this Agreement. |
| 11. | CONDUCT
AFTER SETTLEMENT |
From
Settlement until the Vendor Shares are registered in the name of the Purchaser, the Vendor must:
| (a) | appoint
the Purchaser as the sole proxy of the holders of the Vendor Shares to attend shareholders’
meetings and exercise the votes attaching to the Vendor Shares; |
| | | |
| (b) | not
attend and vote at any shareholders’ meetings; and |
| | | |
| (c) | take
all other actions in capacity of a registered holder of the Vendor Shares as the Purchaser
directs. |
| (a) | The
Purchaser must ensure that all Records in respect of the period ending on the Settlement
Date are preserved and accessible until the later of: |
| (i) | seven
years from the Settlement Date; and |
| | | |
| (ii) | any
date required by any Statute. |
| (b) | The
Vendor may retain after Settlement copies of any Records and to the extent not retained,
the Purchaser must at all reasonable times, upon the Vendor giving reasonable notice, grant
to the Vendor or any of their Representatives access to the Records during normal business
hours and the right to take copies of the Records (at the Vendor’s cost): |
| (i) | that
are, or are reasonably likely to be, relevant to any investigation by a Governmental Authority
or any litigation that is actual, pending or threatened at Settlement or relates to the period
prior to Settlement; |
| | | |
| (ii) | for
the purpose of dealing with the accounting, Tax, financial or insurance affairs of the Vendor
or any Affiliate of the Vendor; |
| | | |
| (iii) | necessary
for the Vendor or any Affiliate of the Vendor to comply with any Statute (including any applicable
Tax Law) and for the purpose of assisting the Vendor to prepare Tax or other returns, accounts
or other financial statements required of the Vendor or any Affiliate of the Vendor by law
or any other regulatory requirements of any Governmental Authority; or |
| | | |
| (iv) | reasonably
required for the purpose of the Vendor complying with its obligations or exercising their
rights under this Agreement. |
| 12.1 | Terms
to remain confidential |
Each
Party is to keep confidential the terms of this Agreement, and any other Confidential Information obtained in the course of furthering
this Agreement, or during the negotiations preceding this Agreement, and is not to disclose it to any person except:
| (a) | to
employees, legal advisers, auditors and other consultants requiring the information for the
purposes of this Agreement; |
| | | |
| (b) | with
the written consent of the other Parties; |
| | | |
| (c) | if
the information is, at the Execution Date, lawfully in the possession of the recipient of
the information through sources other than any of the other Parties; |
| | | |
| (d) | if
required by law or a stock exchange; |
| | | |
| (e) | if
strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
| | | |
| (f) | if
the information is generally and publicly available other than as a result of a breach of
confidence; or |
| | | |
| (g) | to
a financier or prospective financier (or its advisers) of a Party. |
| 12.2 | Disclosure
of Information |
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving Confidential Information
from it do not disclose the information except in the circumstances permitted in clause 12.1.
A
Party may not make any public announcement relating to this Agreement (including the fact that the Parties have executed this Agreement)
unless the other Parties have consented to the announcement, including the form and content of that disclosure, which consent must not
be unreasonably withheld, unless the announcement would be permitted under the exemption in clause 12.1(f).
| 12.4 | Obligations
continuing |
The
obligations under this clause 12 contain obligations, separate and independent from the other obligations of the Parties and remain in
existence following Settlement or any termination of this Agreement.
| 13. | RESTRICTIONS
AGAINST COMPETITION |
The
Vendor covenants that, during the Restraint Period, they shall not, without the prior written consent of the Purchaser, engage or be
involved in (either directly or indirectly) a Restricted Business.
| 13.2 | No
solicitation of customers |
The
Vendor covenants that, during the Restraint Period, they shall not approach (either solely or jointly with any other person in any capacity
whatsoever) any person whom the Vendor is aware is a customer of or client of any Company Group Member at Settlement for the purpose
of persuading that person to cease doing business with the Company Group Member or reduce the amount of business that the customer or
client would normally do with the Company Group Member.
| 13.3 | No
acceptance of business |
The
Vendor covenants that they shall not accept from a person referred to in clause 13.2 any business of the kind ordinarily forming part
of the Restricted Business for the Restraint Period.
| 13.4 | No
solicitation of employees or agents |
During
the period of 12 months from Settlement, the Vendor must not approach or solicit any person who is or has been a director, manager, employee
of or consultant to the Company Group who is or may be likely to be in possession of any confidential information or trade secrets relating
to the business of:
| (a) | the
Company Group; or |
| | | |
| (b) | the
Company Group’s customers, |
for
the purpose of recruiting that person.
| 13.5 | Restraints
reasonable |
| (a) | The
Vendor acknowledges that all the prohibitions and restrictions contained in this clause 13
are reasonable in the circumstances and necessary to protect the goodwill of the Business
as at the Settlement Date, and intend the restraints to operate to the maximum extent. |
| | | |
| (b) | If
these restraints: |
| (i) | are
void as unreasonable for the protection of the Company Group’s interests; or |
| | | |
| (ii) | would
be valid if part of the wording was deleted or the period or area was reduced, |
the
restraints will apply with the modifications necessary to make them effective.
If
any part of an undertaking in this clause 13 is unenforceable it may be severed without affecting the remaining enforceability of that
or the other undertakings.
In
this clause 13:
| (a) | Restraint
Area means the larger of: |
| |
(i) |
Perth,
Sydney, Melbourne, Brisbane, Adelaide, Canberra, Hobart and Darwin; |
| |
|
|
| |
(ii) |
Western
Australia, New South Wales, Victoria, Queensland, South Australia, Australian Capital Territory, Tasmania and Northern Territory; |
| |
|
|
| |
(iii) |
Australia;
and |
| |
|
|
| |
(iv) |
The
United States of America; |
|
(b) |
Restraint
Period means the period from Settlement up to the expiration of: |
| |
(i) |
3
years from the Settlement Date; |
| |
|
|
| |
(ii) |
2
years from the Settlement Date; |
| |
|
|
| |
(iii) |
1
year from the Settlement Date; and |
| |
|
|
| |
(iv) |
6
months from the Settlement Date. |
| (c) | Restricted
Business means any business that: |
| (i) | is
the same or substantially the same as the Business; or |
| | | |
| (ii) | competes
in the Restricted Area with the Business. |
| 13.8 | Application
of Restraint of Trade |
The
agreements by the Vendor in clauses 13.1, 13.2, 13.3 and 13.4 applies to them acting:
| (a) | either
alone or in partnership or association with another person; |
| (b) | as
principal, agent, representative, director, officer or employee; |
| | | |
| (c) | as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| | | |
| (d) | as
trustee of or as a consultant or adviser to any person. |
This
clause 13 does not restrict the Vendor from:
| (a) | any
act required or anticipated by this Agreement, or any act otherwise undertaken with the prior
written consent of the Purchaser; or |
| | | |
| (b) | the
Vendor nor any of their Affiliates acquiring an interest in any company which is listed on
a recognised stock exchange in circumstances where its voting power (as that term is defined
in the Corporations Act) in the relevant company does not exceed 5%. |
| 14. | NOTICES
AND OTHER COMMUNICATIONS |
A
notice, demand, consent, approval or communication under this Agreement (Notice) must be:
| (a) | in
writing, in English and signed by a person duly authorised by the sender; and |
| | | |
| (b) | hand
delivered or sent by prepaid post, courier or means of an electronic communication to the
recipient’s address for Notices specified in clause 14.2, as varied by any Notice given
by the recipient to the sender. |
The
initial address of the Parties shall be as follows:
| |
Address: |
283
Rokeby Road, Subiaco WA 6008 |
| |
|
|
| |
Email: |
info@Vegaglobal.ai |
| |
|
|
| |
For
the attention of: |
Jay
Stephenson |
| (b) | to
the Vendor and Mirragin at: |
| |
Address: |
Level
6, 200 Adelaide Street, Brisbane QLD 4000 |
| |
|
|
| |
Email: |
rsutton@mirragin.com.au |
| |
|
|
| |
For
the attention of: |
Rob
Sutton |
The
email addresses in this clause 14.2 are deemed to be the Nominated Email Address for each of the Parties.
| 14.3 | Electronic
Communications |
Notices
may be delivered using a form of electronic communication or if a Party (the Notifying Party) gives a Notice to the other Parties
stating that electronic communications is no longer an accepted form of communication for Notices addressed to the Notifying Party.
A
Notice given in accordance with clause 14.1 takes effect when taken to be received (or at a later time specified in the Notice), and
is taken to be received:
| (a) | if
hand delivered, on delivery; |
| | | |
| (b) | if
sent by prepaid post, on the second Business Day after the date of posting (or on the eighth
Business Day after the date of posting if posted to or from a place outside Australia); |
| (c) | if
sent by courier, on the date of delivery (as stated in the consignment tracking advice obtained
from the courier company); and |
| | | |
| (d) | if
sent by electronic communication, when the electronic communication becomes capable of being
retrieved by the addressee at the addressee’s Nominated Electronic Address, |
but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee’s time) on a Business Day, the
Notice is taken to be received at 9.00am (addressee’s time) on the next Business Day.
If
a dispute arises in connection with this Agreement, a Party to the dispute must give to the other Parties a dispute notice specifying
the dispute and requiring its resolution under this clause 15 (Notice of Dispute).
| 15.2 | Failure
to resolve dispute |
If
the dispute the subject of the Notice of Dispute is not resolved within 7 days of the Notice of Dispute being given to the other Parties
(Notice Period), the dispute is, by reason of this clause, submitted to mediation. The mediation must be conducted in Perth, Western
Australia. The Institute of Arbitrators & Mediators Australia Expedited Commercial Arbitration Rules (dated 13 August 1999) (Rules)
apply to the mediation to the extent that such Rules do not conflict with this clause 15.
| 15.3 | Appointment
of mediator |
If
the Parties have not agreed upon the mediator and/or the mediator’s remuneration within 7 days after the Notice Period expires,
then, to the extent that there is no agreement between the Parties:
| (a) | the
mediator will be the person appointed by; and |
| | | |
| (b) | the
remuneration of the mediator will be the amount or rate determined by, |
the
President of the Law Society of Western Australia or the President’s nominee, acting on the request of either
Party.
If
a dispute, the subject of a Notice of Dispute, is not settled by mediation within 28 days of the date of appointment of the mediator,
a Party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
| 15.5 | Injunctive
declaratory or other interlocutory relief |
Nothing
in this clause 15 prevents a Party from obtaining injunctive, declaratory or other interlocutory relief from any court of competent jurisdiction
at any time.
| (a) | Notwithstanding
any provision in this Agreement, this clause 16 covers the GST liabilities of the Parties
in relation to a Taxable Supply made by one Party under this Agreement (the Provider)
to the other Party under this Agreement (the Recipient). |
| | | |
| (b) | The
Recipient must pay to the Provider the amount equal to the amount of any GST the Provider
is liable to pay on any Taxable Supply made by the Provider under this Agreement (Provider’s
Taxable Supply). |
| | | |
| (c) | The
Recipient must pay the Provider the amount in respect of GST the Recipient is liable to pay
on each Provider’s Taxable Supply at the same time and in the same manner as the Recipient
is obliged to pay for the Provider’s Taxable Supply provided that the Recipient may
withhold payment of any amount in respect of GST until the Provider issues the Recipient
with a valid Invoice covering the relevant Taxable Supply. |
| | | |
| (d) | Unless
specific reference is made, the price for each Provider’s Taxable Supply provided for
by this Agreement does not include GST. |
If
GST is payable, or notionally payable, on a supply made under or in connection with this Agreement, the Party providing the consideration
for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply
(the GST Amount). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration
for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to the
GST inclusive or the supply is subject to reverse charge.
Where
any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced
by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
If
an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST Amount will be recalculated
to reflect that adjustment and an appropriate payment will be made between the Parties.
This
clause will not merge upon Settlement and will continue to apply after the expiration or termination of this Agreement.
Unless
the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the
GST Act) will have the same meaning in this clause.
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory
to that Party) required by law or reasonably requested by the other Parties to give effect to this Agreement.
All
Duty assessed on or in respect of this Agreement shall be paid by the Purchaser.
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement.
This
Agreement may only be amended in writing signed by each of the Parties.
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent
of the other Parties.
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement.
Unless
this Agreement expressly provides otherwise, a consent under this Agreement may be given or withheld in the absolute discretion of the
Party entitled to give the consent and to be effective must be given in writing.
Without
limiting any other provision of this Agreement, the Parties agree that:
| (a) | failure
to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under this Agreement by a Party
does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise
or enforcement, of that or any other right, power or remedy provided by law or under this
Agreement; |
| (b) | a
waiver given by a Party under this Agreement is only effective and binding on that Party
if it is given or confirmed in writing by that Party; and |
| (c) | no
waiver of a breach of a term of this Agreement operates as a waiver of another breach of
that term or of a breach of any other term of this Agreement. |
The
rights and obligations of the Parties under this Agreement do not merge on Settlement of any transaction contemplated by this Agreement.
The
provisions of this Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted
substitutes and assigns and (where applicable) legal personal representatives.
| (a) | Each
indemnity in this Agreement is a continuing obligation, separate and independent from the
other obligations of the Parties, and survives termination, completion or expiration of this
Agreement. |
| (b) | It
is not necessary for a Party to incur expense or to make any payment before enforcing a right
of indemnity conferred by this Agreement. |
This
Agreement constitutes the entire understanding of the Parties with respect to the subject matter and replaces all other agreements (whether
written or oral) between the Parties.
| 18.12 | No
Representation or Reliance |
| (a) | Each
Party acknowledges that no Party (nor any person acting on its behalf) has made any representation
or other inducement to it to enter into this Agreement, except for representations or inducements
expressly set out in this Agreement. |
| (b) | Each
Party acknowledges and confirms that it does not enter into this Agreement in reliance on
any representation or other inducement by or on behalf of any other Party, except for any
representation or inducement expressly set out in this Agreement. |
| (a) | This
Agreement may be executed in any number of counterparts. All counterparts will be taken to
constitute one instrument. |
| (b) | To
the extent permitted by law, a counterpart of this Agreement may be executed electronically,
including by using software or a platform for the electronic execution of contracts. |
| (c) | Signatures
by electronic communication are taken to be valid and binding to the same extent as original
signatures. A print out of the executed Agreement once all parties signing electronically
have done so, will be an executed original counterpart of this Agreement, irrespective of
which Party prints it. |
| (d) | Each
Party that signs this Agreement electronically represents and warrants that it or anyone
signing on its behalf: |
| (i) | has
been duly authorised to enter into and execute this Agreement electronically and to create
obligations that are valid and binding obligations on the Party; and |
| (ii) | has
the position or title indicated under their electronic signature. |
| 19. | GOVERNING
LAW AND JURISDICTION |
| (a) | Each
Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia,
and the courts competent to determine appeals from those courts, with respect to any proceedings
which may be brought at any time relating to this Agreement. |
| (b) | Each
Party also irrevocably waives any objection it may now or in the future have to the venue
of any proceedings, and any claim it may now or in the future have that any proceedings have
been brought in an inconvenient forum, where the venue falls within clause 19.1(a). |
This
Agreement is governed by and will be construed in accordance with the laws of Western Australia.
| EXECUTED
by the Parties as an Agreement. |
|
| |
|
| EXECUTED
by |
) |
| VEGA
GLOBAL TECHNOLOGIES LIMITED |
) |
| ACN
667 154 261 |
) |
| in
accordance with section 127 of the |
) |
| Corporations
Act 2001 (Cth): |
) |
| |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
| EXECUTED
by |
) |
| RELMS
CONSOLIDATED PTY LTD ACN 622 735 |
) |
| 166
AS TRUSTEE FOR THE SUTTON FAMILY TRUST |
) |
| in
accordance with section 127 of the |
) |
| Corporations
Act 2001 (Cth): |
) |
| |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
| EXECUTED
by |
) |
| MIRRAGIN
RAS CONSULTING PTY LTD |
) |
| ACN
149 778 165 |
) |
| in
accordance with section 127 of the |
) |
| Corporations
Act 2001 (Cth): |
) |
| |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| |
|
|
| Name
of director |
|
Name
of director/company secretary* |
*please
delete as applicable
SCHEDULE
1 – VENDOR WARRANTIES
| 1. | OWNERSHIP
AND STRUCTURE |
| 1.1 | Ownership
of the Shares |
| (a) | The
Vendor Shares comprise 100% of the issued share capital of Mirragin. |
| (b) | The
Vendor is the registered holders of 100% of the Vendor Shares, which are free of any Encumbrance. |
| (c) | The
Vendor is authorised to sell, assign and transfer the full legal and beneficial ownership
of the Vendor Shares to the Purchaser on the terms set out in this Agreement (without restriction). |
| (d) | The
Vendor Shares are fully paid up and have been duly issued and allotted. |
No
person is entitled or has claimed to be entitled, to require any Company Group Member to issue any share capital either now or at any
future date (whether contingently or not). There are no agreements in force under which any person is or may be entitled to, or has the
right to call for the issue of, any shares in any Company Group Member or securities convertible into or exchangeable for shares in any
Company Group Member. No Company Group Member has given, granted or agreed to grant any option or right (whether contingent or not) in
respect of its unissued shares.
| 1.3 | No
Encumbrances or other arrangements |
No
Company Group Member:
| (a) | is
the holder or beneficial owner of any shares or other capital in any body corporate (wherever
incorporated); |
| (b) | is
a member of any partnership or other unincorporated association (other than a recognised
trade association); or |
| (c) | has
any permanent establishment outside the country in which it is incorporated. |
The
Vendor has the full power and authority to enter into and perform its obligations under this Agreement.
| (a) | The
Vendor has taken all necessary action to authorise the execution, delivery and performance
of this Agreement in accordance with its terms. |
| (b) | The
Vendor has obtained all necessary shareholder approvals and regulatory approvals necessary
to lawfully complete the transaction. |
| 2.3 | No
Event of Insolvency |
No
Event of Insolvency has occurred in relation to the Vendor, nor, so far as the Vendor are aware, is there any act which has occurred
or any omission made which may result in an Event of Insolvency occurring in relation to the Vendor.
The
entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Vendor does not constitute
a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking,
by which the Vendor are bound.
The
Vendor enters into and performs this Agreement on their own account and not as trustee for or nominee of any other person.
The
entry into and performance of this Agreement and all documentation executed pursuant to this Agreement:
| (a) | will
not relieve any person of any contractual or other obligation to any Company Group Member
or entitle any person to re-negotiate the terms or conditions of any such obligation; |
| (b) | does
not and will not conflict with, violate or result in a breach by any Company Group Member
or the occurrence of an event of default under any agreement or any law, undertaking to or
judgment or Court order; |
| (c) | will
not result in any indebtedness, present or future, of any Company Group Member becoming due
or capable or being declared due and payable before the stated maturity date; |
| (d) | will
not give rise to any contractual or other obligation of any Company Group Member to any person
or entitle any person to require the performance of or compliance with any existing contractual
or other obligation of any Company Group Member; and |
| (e) | will
not, of itself, entitle any person with whom any Company Group Member has a contract or arrangement
of any kind to terminate that contract or arrangement or to impose less favourable terms
on any Company Group Member. |
| 4.1 | Incorporation
and Corporate Power |
Each
Company Group Member:
| (a) | is
duly registered, has full corporate power to own its assets and to carry on its Business
as now conducted; |
| (b) | has
done everything necessary to do business lawfully in all jurisdictions in which its Business
is carried on; and |
| (c) | has
conducted the Business in compliance with the constitution or other constituent documents
of that Company Group Member. |
The
constitution of each Company Group Member to be delivered to the Purchaser at Settlement and signed by a director for the purpose of
identification is the present constitution of the relevant Company Group Member and is accurate and complete in all respects. All resolutions
affecting the constitution have been given to the Purchaser.
| 4.3 | Statutory
Books and Returns |
| (a) | The
register of shareholders, statutory books and other registers of the Company Group are up
to date and have been properly kept in accordance with all legal requirements. No notice
or allegation that any of them is incorrect or should be rectified has been received, and
all transfers recorded in the register have been properly stamped. |
| (b) | All
returns, resolutions and other documents which the Company Group is required by law to file
with or deliver to ASIC or the equivalent Governmental Authority have been correctly completed
and duly filed or delivered. |
| (c) | No
Company Group Member has received notice of any application or intended application for altering
its register of shareholders or any other register which it is required by law to maintain. |
| 4.4 | Officers
Duly Appointed |
All
of the directors and secretaries of the Company Group have been duly appointed in accordance with the Corporations Act.
The
Vendor will not permit the name of any Company Group Member to be changed before Settlement and has not permitted and will not permit
before Settlement any Company Group Member to consent to the adoption by any other person or company of a name similar to the name of
any Company Group Member.
| 5.1 | Preparation
and Accuracy of Accounts |
The
Accounts:
| (a) | disclose
a true and fair view of the state of the affairs, financial position and assets and liabilities
of the Company Group as at the Accounts Date, and are complete and accurate in all material
respects; |
| (b) | include
all such reserves and provisions for Tax as are adequate to cover all Tax liabilities (whether
or not assessed and whether actual, contingent, deferred or otherwise) of the Company Group
up to the Accounts Date; |
| (c) | contain
adequate provisions in respect of all other liabilities (whether actual, contingent, deferred
or otherwise) of the Company Group as at the Accounts Date and proper disclosure (in note
form) of any contingent or other liabilities not included or provided therein; and |
| (i) | in
accordance with the Corporations Act and the Accounting Standards applied on a consistent
basis and without making any revaluation of assets; |
| (ii) | in
the manner described in the notes to them and the accompanying auditor’s
opinion; and |
| (iii) | on
a consistent basis with the audited accounts for the previous financial year. |
| 5.2 | Period
Since Accounts Date |
Since
the Accounts Date, the Business has been conducted in all material respects in the ordinary and usual course of business other than for
the Transaction and:
| (a) | there
has not been any material change in the nature, amount, valuation or basis of valuation of
the assets or in the nature or amount of any liabilities of the Company Group; |
| (b) | so
far as the Vendor are aware, there has not arisen since the Accounts Date any item, transaction
or event of a material or unusual nature likely to have a Material Adverse Effect on the
operations or results or state of affairs of the Company Group; |
| (c) | no
amount has been acquired or disposed of, no liability has been incurred except in either
case in the ordinary course of business, and no contingent liability has been incurred by
any Company Group Member; |
| (d) | none
of the debts shown in the Accounts have been released or settled for an amount less than
that reflected for such debts in the Accounts (except in the ordinary course of the business); |
| (e) | all
dividends declared by the Company Group have been properly and validly declared and no dividends
have been declared by the Company since the Accounts Date, other than the Agreed Dividend; |
| (f) | no
Event of Insolvency has occurred in respect of any Company Group Member nor, as far as the
Vendor is aware, has any act occurred or any omission been made which may result in an Event
of Insolvency occurring in respect of any Company Group Member; |
| (g) | no
Prescribed Occurrence has occurred in respect of any Company Group Member nor has any act
occurred or any omission been made which may result in a Prescribed Occurrence occurring
in respect of any Company Group Member; and |
| (h) | there
has not been a material change in the remuneration or benefits paid to or given or expected
by the Officers of any Company Group Member. |
All
books of accounts and other records of any kind of the Company Group:
| (a) | have
been fully, properly and accurately kept on a consistent basis and completed in accordance
with: |
| (i) | proper
business and accounting practices; and |
| (ii) | (excluding
accounts, books, ledgers and other financial records) all applicable Statutes; |
| (b) | have
not had any material records or information removed from them; |
| (c) | do
not contain or reflect any material inaccuracies or discrepancies; |
| (d) | give
and reflect a true and fair view of the trading transactions, or the financial and contractual
position of the Company Group and of their assets and liabilities; and |
| (e) | are
in the possession of the Company Group. |
| 7. | CONTRACTS
AND COMMITMENTS |
Every
contract, instrument or other commitment to which any Company Group Member is a party is valid and binding according to its terms and,
without prejudice to any other warranty, so far as the Vendor are aware, no party to any such commitment is in material default under
the terms of that commitment.
Any
contract, transaction, arrangement or liability to which a Company Group Member is a party that involves, or likely to involve, obligations
or liabilities that, by reason of their nature or magnitude ought reasonably be made known to an intending buyer of the Vendor Shares
has been disclosed in the Due Diligence Materials.
No
Company Group Member has received any written notice that may materially affect the rights of that Company Group Member or the exercise
of any rights by that Company Group Member under an agreement that is material to the conduct of the Business.
| 7.4 | No
contracts outside ordinary course of business |
No
Company Group Member is party to any contract or commitment entered into which is in existence and:
| (a) | is
outside the ordinary course of business; |
| (b) | even
if entered into in the ordinary course of business, involves or is likely to involve obligations
or liabilities which by reason of their magnitude or nature ought reasonably to be made known
to an intending purchaser of the Vendor Shares; or |
| (c) | is
not at arm’s length. |
At
Settlement, no sums will be owing to the Vendor or to any company or person related to the Vendor by any Company Group Member.
| 7.6 | No
contract by unilateral act |
No
offer, tender, quotation or the like given or made by any Company Group Member is capable of giving rise to a contract merely by any
unilateral act of a third party, other than in the ordinary course of business.
There
are no outstanding commitments of any Company Group Member for capital expenditure other than replacements and normal purchases of plant
and equipment in the ordinary course of business.
| 7.8 | No
foreign exchange exposure |
There
are no foreign exchange contracts binding any Company Group Member and there are no foreign exchange exposures of any Company Group Member.
No-one
is entitled to receive from any Company Group Member any finder’s fee, brokerage or other commission or benefit in connection with
the Transaction contemplated by this Agreement.
No
Company Group Member is party to any agreement, arrangement or understanding where it is or will be bound to share profits or waive or
abandon any rights.
| 7.11 | Standard
Terms and Conditions |
A
copy of any standard terms and conditions used by each Company Group Member has been provided to the Purchaser and, other than as disclosed
in the Due Diligence Materials, no Company Group Member has entered into an agreement or arrangement with a customer or supplier different
from these.
| 7.12 | Conditions
and Warranties in respect of goods and services |
Except
for a condition or warranty implied by law or contained in its standard terms of business, no Company Group Member has given a condition
or warranty, or made a representation, in respect of goods and services supplied or agreed to be supplied by it, or accepted an obligation
that could give rise to a liability after the goods or services have been supplied by it that will or would reasonably be likely to have
a Material Adverse Effect on the Company Group Member.
No
Company Group Member is subject to any agreement, arrangement or understanding that involves directly or indirectly any offer or payment
to any government official or any other third party to influence him or to assist in the obtaining or retaining of business, nor involves
any offer or payment to any other person while knowing or having reason to know that all or a portion of the matter offered or any such
payment would be made available or paid to any government official or third party for the same purpose.
| 7.14 | Securities
enforceable |
All
security (including any guarantee or indemnity) granted in favour of any Company Group Member is valid and enforceable by that member
against the grantor in accordance with the terms of that security.
There
are no powers of attorney given by any Company Group Member in favour of any person which may come into force in relation to the Business
or any Company Group Member.
| 8. | RELATED
PARTY CONTRACTS |
| (a) | No
Company Group Member is a party to any contract or arrangement in which the Vendor are interested,
directly or indirectly, nor has there been any such contract or arrangement at any time during
the three years up to the Execution Date. |
| (b) | No
Company Group Member is a party to or has had its profits or financial position during the
three financial years ended on the Accounts Date been affected by, any contract or arrangement
which is not of an entirely arm’s length nature. |
| (c) | The
Vendor is not a party to any outstanding agreement or arrangement for the provision of finance,
goods, services or other facilities to or by a Company Group Member or in any way relating
to a Company Group Member or its affairs. |
At
the Settlement Date, the Company will not have any Financial Debt or owe any borrowing or other indebtedness of any description.
All
assets of the Company Group are listed in Schedule 5 and are:
| (b) | either
the absolute property of a Company Group Member free and clear of all Encumbrances (other
than a Permitted Encumbrance) or used by a Company Group Member under a contract under which
it is entitled to use the assets on the terms and conditions of such a contract; |
| (c) | not
the subject of any lease or hire purchase agreement or agreement for purchase on deferred
terms, other than in the ordinary course of business; and |
| (d) | in
the possession of a Company Group Member, its agent or nominee, |
except
as identified in Schedule 5 or otherwise as provided for or taken into account in the preparation of the Accounts.
| (a) | All
stock owned by the Company Group (Stock) is of good and merchantable quality, fit
for the purpose for which it is used. |
| (b) | The
level of Stock is in the reasonable opinion of the Vendor reasonable having regard to current
and expected demand. |
| (c) | The
Stock is in the reasonable opinion of the Vendor saleable in the usual course of the Business
in accordance with its current price list. |
| (d) | So
far as the Vendor is aware: |
| (i) | no
Company Group Member has supplied, or agreed to supply, goods that have been, or will be,
defective, or that fail, or will fail, to comply with their terms of sale; |
| (ii) | no
goods in a state ready for supply by a Company Group Member are, or will be, defective or
will fail to comply with terms of sale similar to terms of sale on which similar goods have
previously been sold by the Company Group Member; and |
| (iii) | the
amount of Stock in relation to the usual requirements of the Business at the time of Settlement
will be reasonable having regard to current and anticipated demand. |
| (e) | No
Company Group Member has acquired or agreed to acquire any material part of the Stock on
terms that the property in the Stock does not pass until full payment is made, except in
the ordinary course of the business. |
All
plant, machinery, vehicles and equipment owned by or used by a Company Group Member:
| (a) | are
in satisfactory repair and condition having regard to their age and fair wear and tear; |
| (b) | are
in satisfactory working order and have been regularly and properly maintained; |
| (c) | are
capable of performing the functions for which they are used; |
| (d) | are
recorded in the books of the Company Group Member; |
| (e) | so
far as the Vendor is aware, comply with all applicable laws, conform with all standards and
have not been repaired, altered, modified, operated or maintained in a way that would void
or otherwise affect any warranty provided by the suppliers of those assets; and |
| (f) | so
far as the Vendor is aware, are not dangerous, inefficient, out of date, unsuitable or in
need of renewal or replacement or surplus to the Company Group Member’s requirements. |
No
Company Group Member owns, leases or occupies any interest in land.
| 12.1 | Confidential
Information |
So
far as the Vendor is aware, there has not been any misuse or unauthorised disclosure of any Confidential Information.
| 12.2 | No
use by other persons |
The
Vendor is not aware of any use by any other person of any business name or trade mark owned or used by any Company Group Member.
| 12.3 | No
infringement of other right |
So
far as the Vendor is aware, none of the Intellectual Property Rights or other processes now or at any time employed or used by the Company
Group, constitute or may constitute an unauthorised infringement of any intellectual property rights of any other person.
| 13. | INFORMATION
TECHNOLOGY |
The
information technology and telecommunications systems, hardware and software owned or used by a Company Group Member in the conduct of
the Business as at the Execution Date (Systems) comprise all the information technology and telecommunications systems, hardware
and software necessary for the conduct of the Business as conducted at Settlement.
All
Systems are owned and operated by, and are under the control of a Company Group Member and are not wholly or partly dependent on any
facilities that are not under the ownership, operation or control of a Company Group Member.
Each
Company Group Member either owns or is validly licensed to use the software comprised in the Systems.
In
the 12 months before the Execution Date, there have been no bugs in, outages, failures, breakdowns or substandard performance of, any
systems that have had any Material Adverse Effect on the Business and the Vendor are not aware of any fact or matter that may cause any
such bug, outage, failure, breakdown or substandard performance following Settlement if the Systems are used on substantially the same
basis as they are used as at the Execution Date.
The
Company Group has valid and subsisting support agreements with the suppliers of the Systems under which preventive and corrective maintenance
services, software upgrades and helpdesk services for the Systems are provided to the Company Group.
The
Company Group has up to date disaster recovery plans for the Systems which are designed to minimise the impact of any loss of, damage
to, or material interruption in use of any System on the conduct of the Business and which comply with best information technology industry
practice.
The
Company Group applies reasonable security measures to prevent unauthorised access or damage to the Systems or destruction or corruption
of data stored or processed by the System.
| 14.1 | No
current litigation |
No
Company Group Member and no person for whom they may be vicariously liable, is engaged in any capacity in any prosecution, litigation,
arbitration proceedings or administrative or governmental challenge or investigation (Litigation).
| 14.2 | No
pending Litigation |
There
is no Litigation pending, threatened or anticipated against any Company Group Member or any person for whom any Company Group Member
may be vicariously liable.
| 14.3 | No
facts giving rise to Litigation |
So
far as the Vendor is aware, no fact or circumstance exists which may give rise to any Litigation which could materially affect the ability
of any Company Group Member continuing to operate the Business.
| 14.4 | No
outstanding judgments |
There
are no unsatisfied or outstanding judgments, orders, decrees, stipulations, or notices affecting any Company Group Member or any person
for whom any of them may be vicariously liable.
| 15.1 | Disclosure
of Company Insurance |
Schedule
4 accurately details all contracts of insurance and indemnity in force in respect of the property and assets of the Company Group (Company
Insurances).
| 15.2 | Insurance
contracts still valid |
The
Company Insurances are in force and there is no fact or circumstance known to the Vendor which would lead to any of them being prejudiced
or which would permit an insurer to refuse or reduce a claim or materially increase the premiums payable under the policies. So far as
the Vendor is aware, none of the Company Insurances will be terminated or cease to have effect as a result of the transactions contemplated
by this Agreement.
All
premiums in respect of the Company Insurances will have been paid before the Settlement Date.
| 15.4 | No
claims remain unpaid |
There
are no material Claims made but unpaid under the Company Insurances or any insurance policies previously held, and no material threatened
or pending Claims, and there are no events or circumstances which may give rise to any such Claim.
No
Company Group Member has failed to give any notice or to present any Claim of which the Vendor are aware with respect to the Business
under any existing insurance policy.
| 15.6 | No
outstanding requirements or recommendations |
No
Company Group Member has been notified by any insurer that it is required or that it is advisable for it to carry out any maintenance,
repairs or other work in relation to any assets of the Business.
| 15.7 | Insurance
only relevant to Business |
The
insurances effected by the Company Group do not cover or otherwise relate to any assets or premises other than those owned and used by
the Company Group or any risks or liabilities other than those which may be incurred by the Company Group.
| (a) | All
Tax and Duty arising under any Tax Law for which any Company Group Member is liable or for
which any Company Group Member is liable to account has been duly paid or accrued (in so
far as such Tax or Duty ought to have been paid or accrued). |
| (b) | No
Company Group Member is, or will in the future become, subject to any Tax or Duty on or in
respect of or by reference to its profits, gains, income, sales, disposals of or transactions
in relation to assets, inventory, or other property for any period up to and including settlement
in excess of the provision for Tax and Duty included in the Accounts. |
| (c) | No
Company Group Member has done anything which has or would give rise to a liability to Tax
under the Taxation (Unpaid Company Tax) Assessment Act 1982 (Cth), whether or not
that liability has been discharged. |
Any
obligation on a Company Group Member under any Tax Law to withhold amounts at source has been complied with.
| (a) | Each
Company Group Member has submitted any necessary information, notices, computations and returns
to the relevant Governmental Authority in respect of any Tax or any Duty relating to the
Company Group Member. |
| (b) | No
tax return, election or notice lodged or filed by any Company Group Member contains either
of the following: |
| (i) | a
false or misleading statement or omits to refer to a matter which is required to be included
or without which the statement is false or misleading; or |
| (ii) | a
material error or a material omission relating to the assessment of Tax of the Company Group
Member; and |
| (c) | The
Company Group has maintained sufficient records to support all returns lodged or filed relating
to Tax and Duty and to comply with any Tax Law. |
No
Company Group Member has within the past 12 months suffered any investigation, audit or visit by the Commissioner of Taxation or any
other taxation authority, and, so far as the Vendor is aware, there is no such investigation audit or visit planned for the next 12 months.
| 16.5 | Penalties
and Interest |
No
Company Group Member has since incorporation paid or become liable to pay, nor are there any circumstances known to the Vendor by reason
of which the Company Group Member is likely to become liable to pay any fine, penalty, surcharge or interest whether charged by virtue
of the provisions of any Tax Law.
Each
Company Group Member has maintained proper and adequate records to enable it to comply in material respects with its obligations to:
| (a) | prepare
and submit any information, notices, computations, payments and returns required in respect
of any Tax Law; |
| (b) | prepare
any accounts necessary for compliance with any Tax Law; and |
| |
(c) |
retain necessary records as required by any Tax Law, and such
records are accurate in all material respect. |
Each
Company Group Member has:
| (a) | complied
with the provisions of Part 3-6 of the ITAA 97 and has maintained records of all franking
debits and franking credits which are sufficient for the purposes of that legislation; |
| (b) | franked
the required amount to all dividends paid since the Accounts Date; |
| (c) | not
done anything or been involved in any scheme, arrangement or transaction or series of schemes,
arrangements or transactions which, or any part of which, caused or may cause a franking
debit to arise in the Company Group Member’s franking account; and |
| (d) | not
been party to or otherwise involved in any transaction which caused a franking deficit to
arrive at the end of the franking year following the Accounts Date including by franking
a dividend paid after the Accounts Date. |
None
of the Company Group Members have a share capital account that is tainted under Section 160ARDM of the ITAA 36 or within division 197
of the ITAA 97 by the transfer of an amount to the share capital account from any of its other accounts.
No
Company Group Member has sought capital gains tax relief under sub division 126 of the ITAA 97 or Section 160ZZO of the ITAA 36 in respect
of any asset acquired by any Company Group Member and that is still owned by any Company Group Member immediately after Settlement.
No
Company Group Member has made a false or misleading statement to a taxation officer within the meaning of any Tax Law in relation to
any income or franking year and there is no unresolved dispute with any Revenue Authority involving the Company Group.
| 16.11 | Interposed
Entity Election |
No
Company Group Member has ever made an interposed entity election pursuant to the trust loss provisions of the ITAA 36.
| 16.12 | Australian
Residents |
Each
Company Group Member is and has throughout the period since incorporation been resident in Australia for corporation tax purposes and
if the Company Group Member is not resident it is not a company incorporated in Australia.
No
Company Group Member has been a party to, or has participated in transactions or arrangements that could give rise to the exercise by
the relevant authority of its powers under the Tax Law in relation to losses and outgoings incurred under tax avoidance schemes or in
relation to international agreements or schemes to reduce income tax, or any other discretionary powers of the relevant Revenue Authority
under the Tax Law by virtue of which transactions or arrangements entered into by any entity with the Company Group may be reopened,
revised or given an interpretation different from that adopted by the relevant entity with the Company Group.
The
office of public officer as required by Tax Law has always been occupied.
| (a) | Any
GST required to be paid by a Company Group Member has been imposed, obtained and remitted
to the correct Revenue Authority in accordance with its commitments under the GST legislation.
Each Company Group Member has complied with all of its obligations under the GST legislation
and other legislation associated with the introduction of the GST. |
| (b) | If
under or by virtue of any agreement to which a Company Group Member is a party, any GST is
liable to be paid in connection with any Taxable Supply made by the Company Group Member
under that agreement, the Company Group Member will be entitled to recover from the party
required to pay for the Taxable Supply an amount so that after meeting any liability to pay
GST the Company Group Member retains the same amount as if GST was not payable in connection
with the Taxable Supply. |
| 16.16 | Stamp
Duty and other Tax |
All
stamp duty and other Tax and Duty payable in respect of every agreement, document or transaction to which a Company Group Member is or
has been a party or by which a Company Group Member derives or has derived, a substantial benefit, has been duly paid.
| 17.1 | Employee
Entitlements |
Other
than arising in the ordinary course of business before the Settlement Date, the Company is not under, nor will it assume before the Settlement
Date, any liability for any pension, lump sum retiring allowance or redundancy payment or any liability with respect to holiday, long
service or sick leave entitlement.
So
far as the Vendor is aware, each of the contracts entered into by each Company Group Member with any contractors are enforceable against
the Parties to it and so far as the Vendor is aware, there is no party in breach of, or in default under, any such contract.
| 17.3 | No
collective agreements |
No
Company Group Member is a party to any collective agreement or enterprise bargaining agreement or other agreement or arrangement nor
is any Company Group Member involved in or likely to be involved in any industrial dispute with any trade union or other organisation
of employees, which will or would reasonably be likely to, have a Material Adverse Effect on the Company Group Member.
| 17.4 | No
changes to directors’ benefits |
Since
the Accounts Date, the Company Group has not paid any remuneration or fees to its directors other than normal remuneration to executive
directors.
| 17.5 | Compliance
with awards and agreements |
So
far as the Vendor is aware, in respect of former employees, the Company Group has complied with all applicable industrial awards and
agreements and all statutory requirements.
| 17.6 | Compliance
with Statutes |
So
far as the Vendor is aware, the Company Group has complied in all material respects with all applicable Statutes directed at:
| (a) | avoiding
all forms of discrimination with respect to employees; |
| (b) | providing
long service leave benefits to employees; |
| (c) | providing
training and career assistance to employees; and |
| (d) | providing
for affirmative action programmes, |
and
there are no outstanding claims against or payments due from any Company Group Member under such Statutes.
| 17.7 | No
Offer of Employment |
Other
than in the ordinary course of business, no Company Group Member has made any offer of work or any appointment of an individual (or any
company controlled by an individual as a senior executive, or as an independent contractor) for a term of 12 months or more or for payment
of A$50,000 or more per annum, that remains capable of acceptance and that cannot be terminated without penalty on less than 3 months’
notice.
Mirragin
has paid all amounts due to its employees and all amounts due to any third party in respect of its employees.
The
employment of each employee is on a casual basis and can be lawfully terminated on no more than one (1) months’ notice or less
without payment of any damages or compensation, including any severance or redundancy payments.
| 18.1 | All
material information |
Any
historical information actually known to the Vendor as at the Execution Date concerning the Company Group which might reasonably be regarded
as material to a purchaser for value of the Vendor Shares has been disclosed in the Due Diligence Materials.
| 18.2 | True,
complete and accurate |
All
historical information in the Due Diligence Materials concerning each Company Group Member or the Vendor Shares is true and accurate
in all material respects and is not misleading or deceptive in any material respect.
| 18.3 | No
adverse circumstances |
There
are no circumstances known to the Vendor which might reasonably be expected to have a Material Adverse Effect on the Company Group.
| 18.4 | No
competing interests |
The
Vendor does not have any interest in any company or business which has a close trading relationship with or which is in competition with
a business conducted by the Company Group.
SCHEDULE
2 – PURCHASER WARRANTIES
PURCHASER
WARRANTIES
| (a) | The
Purchaser has full power and authority to enter into and perform its obligations under this
Agreement. |
| (b) | All
necessary authorisations for the execution, delivery and performance by the Purchaser of
this Agreement have been or will be obtained before Settlement. |
| (c) | The
entry into and performance of this Agreement and all documents executed pursuant to this
Agreement by the Purchaser does not constitute a breach of any obligation (including any
statutory, contractual or fiduciary obligation), or default under any agreement or undertaking
by which the Purchaser is bound. |
| (d) | No
Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which
has occurred or any omission made which may result in an Event of Insolvency occurring in
relation to the Purchaser. |
| (e) | The
Purchaser is validly incorporated, organised and subsisting in accordance with the laws of
its place of incorporation. |
| (f) | The
Purchaser enters into and performs this Agreement on its own account and not as trustee for
or nominee of any other person. |
| (g) | To
the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence
which is reasonably likely to give rise to a Claim against a Company Group Member. |
| (h) | There
is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or
arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration,
against a Company Group Member. |
| (i) | At
Settlement, the Purchaser will have the necessary power and authority to issue the Consideration
Shares to the Vendor. |
SCHEDULE 3 – COMPANY ACCOUNTS
As
already provided to the Purchaser.
SCHEDULE
4 – COMPANY INSURANCES
As
previously provided to the Purchaser.
SCHEDULE
5 – COMPANY GROUP ASSETS
As
previously provided to the Purchaser.
Exhibit
2.13
AMENDED
AND RESTATED BINDING HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
On
May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the May Heads of Agreement), which was amended and restated
by the Heads of Agreement dated September 21, 2024 (the September Heads of Agreement), and further amended on June 27, 2025 and September
5, 2025 (together with the May Heads of Agreement and the September Heads of Agreement, the Original Heads of Agreement) and the Parties
hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
Braiin
Limited is a pioneering technology company specializing in cutting-edge solutions across diverse domains. This binding heads of agreement
(Binding HOA) sets out the terms upon which the persons set out in Annex A (Investors) will be issued shares in Braiin
Limited or its affiliates (including parent company/ies) (Braiin), by way of subscription to shares of Braiin.
This
Binding HOA dated December [4], 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings
between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties)
and is binding on any of the Parties.
| 1. | Investment | Subject
to the terms of a formal share subscription agreement (Share Subscription Agreement),
the Investors agree to subscribe to, in accordance with the terms of a Share Subscription
Agreement, and Braiin agrees to issue and allot to the Investors, such number of fully paid-up
ordinary shares in equity capital of Braiin (Subscription Shares) worth USD 44.57
Million (Investment Amount). The Subscription Shares will be issued based on the terms
set forth in the Share Subscription Agreement), free and clear of all encumbrances, except
as required by law (the transaction described in this paragraph, Investment). For
avoidance of doubt, the number of Subscription Shares issued shall be determined using a
reference price of $10.17. |
| | | |
| | | Each
Investor agrees that: (a) 50% of the Subscription Shares held by him/ her shall be subject
to a voluntary lock- up for a term of 12 months from Closing (as defined below) during which
such Investor shall not sell, dispose of, gift or otherwise transfer such Subscription Shares;
and (b) the remaining 50% of the Subscription Shares held by him/ her shall be subject to
a voluntary lock-up for a term of 24 months from Closing during which he/ she shall not sell,
dispose of, gift or otherwise transfer such Subscription Shares. |
| | | |
| 2. | Certain
Share Subscription Agreement Terms | The
transactions contemplated by this Binding HOA and governed by the Share Subscription Agreement
will be conditioned upon the satisfaction (or waiver) of customary conditions precedent or
pre-Settlement actions, including, but not limited to, the following: |
| |
(a) |
Structure |
| |
|
|
| |
|
The Parties shall mutually agree on a structure
for the transaction which is efficient from a tax and commercial perspective and in compliance with the applicable tax and legal framework
in the relevant jurisdictions prior to execution of the Share Subscription Agreement. |
Completion
of legal, technical and financial due diligence of Braiin and its affiliates, to the absolute satisfaction of the Investors.
The
Parties obtaining all corporate (in respect of a Party which is a corporate entity), shareholder (in respect of a Party which is a corporate
entity) and regulatory approvals necessary to lawfully complete the Investment.
| (d) | Indian
Exchange Control |
Braiin
shall provide the Investors with all documents and information required by the Reserve Bank of India and/ or the authorised dealer banks
of the Investors to enable: (i) the Investors to complete the Investment including remitting the Investment Amount to Braiin; and (ii)
the Investors to report the Investment with the Reserve Bank of India/ authorised dealer banks.
| (e) | Effectiveness
of Registration Statement |
Braiin
has received written notification from the United States Securities and Exchange Commission that its Registration Statement has been
approved and is declared effective.
| 3. | Settlement | The
Parties agree to cooperate in good faith to structure the Investment in the Share Subscription
Agreement in a tax-efficient manner and in compliance with all applicable law. The closing
of the Investment is referred to herein as the Closing. |
| | | |
| | | Braiin:
(i) acknowledges that Indian regulations may require Braiin to take certain actions to issue
and allot the Subscription Shares to the Investors in the manner and in the proportion set
out in the Share Subscription Agreement; and (ii) deliver to the Investors, the share certificates
or a holding statement or such other document required under law to evidence the Investors
as the owners of such Subscription Shares. Braiin agrees to co-operate for compliance of
the aforesaid Indian regulations. |
| | | |
| | | Braiin
acknowledges that certain other actions may be required to be undertaken by Braiin under
law for the Investors to acquire the free and marketable title to the relevant Subcription
Shares that will be set out in the Share Subscription Agreement. |
| | | |
| | | Each
Investor shall report their respective Investment with the Reserve Bank of India/ its authorised
dealer banks in the form, manner and within the timelines set out under applicable law. Braiin
shall reasonably cooperate with the Investors to enable the Investors to make such reporting. |
| 4. | Exclusivity | During
the period from the Execution Date until the earlier of: (i) execution of the Share Subscription
Agreement; (ii) the later of (a) the listing of the securities on NASDAQ and (b) 31 January
2026 (the End Date) or (iii) termination of this Binding HOA, Braiin agrees that it
will not participate in any negotiations or discussions with, or provide any information
to, or accept or enter into any agreement, arrangement or understanding with, any third parties
in respect of a transaction that would materially reduce the likelihood of success of the
transactions contemplated by this Binding HOA and will also cease any existing discussions
or negotiations regarding such transactions. |
| 5. | Confidentiality | Each
Party is to keep confidential the terms of this Binding HOA and any other information obtained
from another during the negotiations preceding the Execution Date or in the course of furthering
the transactions contemplated by this Binding HOA whether in the course of conducting due
diligence or otherwise (Confidential Information), and is not to disclose it to any
person except: |
| (a) | to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring
the information for the purposes of this Binding HOA; |
| | | |
| (b) | with
the consent of the Party or Parties which own the Confidential Information; |
| | | |
| (c) | if
the information is, at the date of this Binding HOA, lawfully in the possession of the recipient
of the information through sources other than any of the other Parties; |
| | | |
| (d) | if
required by law; |
| | | |
| (e) | requirements
for disclosure under the rules of the U.S. Securities and Exchange Commission or under rules
of a stock exchange; |
| | | |
| (f) | if
strictly and necessarily required in connection with legal proceedings relating to this Binding
HOA; |
| | | |
| (g) | if
the information is generally and publicly available other than as a result of a breach of
confidence; or |
| | | |
| (h) | to
a financier or prospective financier (or its advisers) of a Party. |
The
Investors must not use any Confidential Information provided to it by or on behalf of Braiin:
(i)
for any purpose other than the proposed Investment; (ii) to the competitive disadvantage or detriment of Braiin.
A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information
from it do not disclose the Confidential Information except in the circumstances permitted in this Section.
The
obligations under this Section contain obligations separate and independent from the other obligations of the Parties and remain in existence
for a period of two years from the date of this Binding HOA, regardless of any termination of this Binding HOA.
| 6. | Further
Acts | Each
Party will promptly do and perform all further acts and execute and deliver all further documents
(in form and content reasonably satisfactory to that Party) required by law or reasonably
required by the other Party to give effect to this Binding HOA. |
| 7. | Governing
Law | This
Binding HOA is governed by and construed in accordance with the laws of Western Australia.
Each Party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia,
and the courts competent to determine appeals from such court with respect to any proceedings
which may be brought at any time relating to this Binding HOA. |
| | | |
| 8. | Dispute
Resolution | The
Parties must endeavour to settle any dispute in connection with this Binding HOA by mediation.
The mediation is to be conducted by a mediator who is independent of the Parties and appointed
by agreement between the Parties or, failing agreement, within seven days of receiving any
Party’s notice of dispute, by a person appointed in accordance with the rules of Singapore
International Mediation Centre (SIMC). The rules of SIMC shall apply to the mediation.
It is a condition precedent to the right of either party to commence arbitration or litigation,
other than for interlocutory relief, that they have first offered to submit the dispute to
mediation. |
| | | |
| | | In
the event the Parties are unable to settle disputes under this Binding HOA through mediation,
the Parties shall refer such dispute to arbitration. which will be administered by the Singapore
International Arbitration Centre (SIAC). Each Party to such dispute shall appoint
one arbitrator and the presiding arbitrator(s) shall be appointed in accordance with the
rules of SIAC. The venue of such arbitration shall be Singapore and the seat shall be Bangalore,
India. |
| | | |
| 9. | Assignment | No
Party may assign, novate or otherwise transfer any of its rights or obligations under this
Binding HOA without the written consent of the other Party. |
| | | |
| 10. | Costs | Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation
and execution of this Binding HOA. |
| | | |
| | | The
Parties shall mutually agree upon, and set out in the Share Subscription Agreement, the Party(ies)
responsible for bearing stamp duty in relation to the agreements and instruments executed
in connection with the Investment. |
| | | |
| 11. | Tax | No
Party makes any representation to the other with regard to the intended tax consequences
of the Investment. |
| | | |
| 12. | Remedies | The
rights, power and remedies provided in respect of the binding provisions of this Binding
HOA are cumulative with and not exclusive to the rights, power or remedies provided by law
independently of this Binding HOA. |
| | | |
| 13. | Variation | No
modification or alteration of the terms of this Binding HOA shall be made unless such modification/
alteration is: |
| | | |
| | | (a)
made in writing; (b) dated subsequent to the date of this Binding HOA; and (c) duly executed
by all Parties. |
| 14. | Notices | Each
notice authorised or required to be given to a Party shall be in writing and may be delivered
personally or sent by properly addressed prepaid mail in each case addressed to the Party
at its address set out in below: |
| |
In the case of Braiin: |
| |
|
|
| |
Address: |
283 Rokeby Road Subiaco WA 6008 |
| |
Email: |
natraj@braiin.com |
| |
Attention: |
Natraj Balasubramanian |
| |
|
|
| |
In the case of the Investors: |
| |
|
|
| |
Address: |
# 94, 4th Cross, 2nd Block Koramangala Bangalore, 560034 Karnataka India |
| |
Email: |
umashankar@visnet.in |
| |
Attention: |
Umashankar Bantwal |
| 15. | Severability | If
any term or provision of this Binding HOA is invalid, illegal or unenforceable such invalidity,
illegality or unenforceability will not affect any other term or provision of this Binding
HOA. |
| | | |
| 16. | Counterparts | This
Binding HOA may be executed in any number of counterparts. All counterparts will be taken
to constitute one instrument. Signatures by means of electronic communication are taken to
be valid and binding to the same extent as original signatures. |
| | | |
| 17. | Interpretation | In
this Binding HOA: |
| (a) | headings
are for convenience only and do not affect its interpretation; |
| | | |
| (b) | specifying
anything after the words “include” or “for example” or similar expressions
does not limit what else is included; |
and
unless the context otherwise requires:
| (c) | an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or
benefits all of them severally only; |
| | | |
| (d) | the
expression person includes an individual, the estate of an individual, a corporation,
an authority, an association or joint venture (whether incorporated or unincorporated), a
partnership and a trust; |
| | | |
| (e) | a
reference to any party includes that party’s executors, administrators, successors
and permitted assigns, including any person taking by way of novation; |
| | | |
| (f) | a
reference to a body, other than a party to this Binding HOA whether statutory or not: |
| (i) | which
ceases to exist; or |
| | | |
| (ii) | whose
powers or functions are transferred to another body, is a reference to the body which replaces
it or substantially succeed its powers or functions; |
| (g) | a
reference to any document (including this Binding HOA) is to that document as varied, novated,
ratified or replaced from time to time, in accordance with the terms of such document; |
| (h) | a
reference to any statute or to any statutory provision includes any statutory modification
or re- enactment of it or any statutory provision substituted for it, and all ordinances,
by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| | |
| (i) | words
importing the singular include the plural (and vice versa) and words indicating a gender
include every other gender; |
| | |
| (j) | reference
to parties, clauses, sections, schedules, exhibits or annexure are references to parties,
clauses, sections, schedules, exhibits and annexure to or of this Binding HOA and a reference
to this Binding HOA includes any schedule, exhibit or annexure to this Binding HOA; |
| | |
| (k) | where
a word or phrase is given a defined meaning, any other part of speech or grammatical form
of that word or phrase has a corresponding meaning; |
| | |
| (l) | a
reference to time is to Indian Standard Time as observed in India; |
| | |
| (m) | if
a period of time is specified and dates from a given day or the day of an event, it is to
be calculated exclusive of that day; |
| | |
| (n) | a
reference to a day is to be interpreted as the period of time commencing at midnight and
ending 24 hours later; |
| | |
| (o) | if
an act prescribed under this Binding HOA to be done by a party on or by a given day is done
after 5.00pm on that day, it is taken to be done on the next day; |
| | |
| (p) | a
reference to a payment is to a payment by electronic funds transfer or such other form of
cleared funds the recipient otherwise allows in the relevant lawful currency specified; |
| | |
| (q) | a
reference to a party using or an obligation on a party to use reasonable endeavours or its
best endeavours does not oblige that party to: |
| (A) | in
the form of an inducement or consideration to a third party to procure something (other than
the payment of immaterial expenses or costs, including costs of advisers, to procure the
relevant thing); or |
| | | |
| (B) | in
circumstances that are commercially onerous or unreasonable in the context of this Binding
HOA; |
| (ii) | provide
other valuable consideration to or for the benefit of any person; or |
| | | |
| (iii) | agree
to commercially onerous or unreasonable conditions. |
| 18. | Termination | This
Binding HOA shall be effective from the Execution Date and shall be terminated: |
| (i) | by
any Party with a written notice to the other Parties, in case the Share Subscription Agreement
are not executed by the End Date; |
| | | |
| (ii) | automatically,
upon execution of the Share Subscription Agreement; |
| | | |
| (iii) | by
mutual agreement of all Parties in writing; or |
| | | |
| (iv) | the
Investors/Braiin communicating, at any time prior to the End Date, to Braiin/Investors, of
their intent not to pursue the Investment. |
| | | |
| | Upon termination of this Binding HOA, the agreement constituted by this Binding HOA (other than terms in respect of Confidentiality set out in Clause 5 which will be governed in accordance with the terms of Clause 5) will come to an end and the Parties will be released from their obligations under this Agreement (other than in respect of any prior breaches of binding provisions of this Binding HOA). |
If
the terms and conditions set out above are acceptable, please execute this Binding HOA in the appropriate place below.
| EXECUTED by BRAIIN LIMITED |
|
| in accordance with section 127 of the Corporations Act 2001 (Cth) |
|
| |
|
| /s/ Natraj Balasubramanian |
|
| Signature of director |
|
| |
|
| Natraj Balasubramanian |
|
| Name of director |
|
| EXECUTED by
the INVESTORS |
|
| |
|
| /s/ Suresh Kamath |
|
| Suresh Kamath (on behalf of the Investors) |
|
Annex
A
Investors
| 1. | Vijetha
Umashankar |
| 2. | Swetha
K. Acharya |
| 3. | Suresh
Kamath |
| 4. | T
S Prajwal |
| 5. | Girija
N |
| 6. | Nagambika |
Exhibit
2.14
BRAIIN
LIMITED
ACN
660 713 093
(PURCHASER)
AND
GOMAZZ
PTY. LTD.
ACN
067 402 368
AS
TRUSTEE FOR GEORGIOU FAMILY TRUST
(VENDOR)
AND
CONNECT
SIMPLE PTY LTD
ACN
673 352 844
(COMPANY)
SHARE
SALE AGREEMENT
TABLE
OF CONTENTS
| 1. |
DEFINITIONS
AND INTERPRETATION |
1 |
| |
|
| |
1.1 |
Definitions |
1 |
| |
1.2 |
Interpretation |
7 |
| |
1.3 |
Materiality |
9 |
| |
|
|
| 2. |
CONDITIONS
PRECEDENT |
9 |
| |
|
| |
2.1 |
Conditions |
9 |
| |
2.2 |
Benefit of the Conditions |
9 |
| |
2.3 |
Best efforts |
9 |
| |
2.4 |
Notice |
10 |
| |
2.5 |
Termination before Settlement |
10 |
| |
2.6 |
Agreement of no effect |
10 |
| |
|
|
|
| 3. |
TRANSACTION |
10 |
| |
|
|
| |
3.1 |
Agreement to buy and sell
Company Shares |
10 |
| |
3.2 |
Associated
Rights |
10 |
| |
3.3 |
Title and Risk |
10 |
| |
|
|
|
| 4. |
CONSIDERATION |
10 |
| |
|
|
| |
4.1 |
Consideration |
10 |
| |
|
| 5. |
ESCROW |
10 |
| |
|
| 6. |
CONDUCT
BEFORE SETTLEMENT |
11 |
| |
|
| |
6.1 |
Conduct of Company Group’s
Business |
11 |
| |
6.2 |
Permitted Acts |
12 |
| |
6.3 |
Access |
12 |
| |
6.4 |
Exclusivity |
13 |
| |
|
|
|
| 7. |
SETTLEMENT |
13 |
| |
|
|
| |
7.1 |
Time and Location of Settlement |
13 |
| |
7.2 |
Vendor and Company’s
obligations at Settlement |
13 |
| |
7.3 |
Purchaser’s obligations
at Settlement |
15 |
| |
7.4 |
Conditions of Settlement |
15 |
| |
7.5 |
Settlement simultaneous |
15 |
| |
|
|
|
| 8. |
REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
15 |
| |
|
| |
8.1 |
Representations and Warranties |
15 |
| |
8.2 |
Independent
Warranties |
15 |
| |
8.3 |
Reliance |
15 |
| |
8.4 |
Indemnity by Vendor |
15 |
| |
8.5 |
Tax indemnity |
16 |
| |
8.6 |
Notification of Warranty Breaches |
17 |
| |
8.7 |
Undertaking not to make Claims |
17 |
| |
|
|
|
| 9. |
QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
17 |
| |
|
|
|
| |
9.1 |
Disclosure |
17 |
| |
9.2 |
Meaning of Vendor’s
and Warrantors Knowledge |
18 |
| |
9.3 |
Maximum liability |
18 |
| |
9.4 |
Qualifications to the Vendor
Warranties |
18 |
| |
9.5 |
Limitation
Periods |
18 |
| |
9.6 |
No representation or implied
warranty |
18 |
| |
9.7 |
Other limits on Claims |
18 |
| |
9.8 |
Notice of potential Claim |
19 |
| |
9.9 |
Conduct of Third Party Claims |
20 |
| |
9.10 |
Reimbursement if subsequent
recovery from third parties |
21 |
| |
9.11 |
Mitigation of losses |
21 |
| |
9.12 |
Purchaser acknowledgement |
21 |
| |
9.13 |
No double recovery |
21 |
| |
9.14 |
Independent
limitations |
21 |
| |
9.15 |
Reduction of Consideration |
22 |
| |
9.16 |
Tax
effect of Claims |
22 |
| |
9.17 |
Purchaser
benefits |
22 |
| |
9.18 |
Remedies |
22 |
| |
|
|
|
| 10. |
WARRANTIES
BY THE PURCHASER |
22 |
| |
|
|
|
| |
10.1 |
Purchaser
Warranties |
22 |
| |
|
|
|
| |
10.2 |
Independent
Warranties |
22 |
| |
10.3 |
Reliance |
22 |
| |
|
|
|
| 11. |
PARTY
AS TRUSTEE |
22 |
| |
|
|
|
| |
11.1 |
Capacity |
22 |
| |
11.2 |
Trustee’s
warranties |
22 |
| |
|
|
|
| 12. |
CONDUCT
AFTER SETTLEMENT |
23 |
| |
|
|
|
| |
12.1 |
Appointment
of proxy |
23 |
| |
12.2 |
Records |
23 |
| |
|
|
|
| 13. |
CONFIDENTIALITY |
24 |
| |
|
|
|
| |
13.1 |
Terms
to remain confidential |
24 |
| |
13.2 |
Disclosure
of Information |
24 |
| |
13.3 |
Public
announcements |
24 |
| |
13.4 |
Obligations
continuing |
24 |
| |
|
|
|
| 14. |
RESTRICTIONS
AGAINST COMPETITION |
24 |
| |
|
|
|
| |
14.1 |
Non
compete covenant |
24 |
| |
14.2 |
No
solicitation of customers |
25 |
| |
14.3 |
No
acceptance of business |
25 |
| |
14.4 |
No
solicitation of employees or agents |
25 |
| |
14.5 |
Restraints
reasonable |
25 |
| |
14.6 |
Severability |
25 |
| |
14.7 |
Interpretation |
25 |
| |
14.8 |
Application
of Restraint of Trade |
26 |
| |
14.9 |
Excluded
activities |
26 |
| |
|
|
|
| 15. |
NOTICES
AND OTHER COMMUNICATIONS |
26 |
| |
|
|
| |
15.1 |
Service
of notices |
26 |
| |
15.2 |
Address
of Parties |
26 |
| |
15.3 |
Electronic
Communications |
26 |
| |
15.4 |
Effective
on receipt |
27 |
| |
|
|
|
| 16. |
DISPUTE
RESOLUTION |
27 |
| |
|
|
|
| |
16.1 |
Notice
of Dispute |
27 |
| |
16.2 |
Failure
to resolve dispute |
27 |
| |
16.3 |
Appointment
of mediator |
27 |
| |
16.4 |
Referral
to Court |
27 |
| |
16.5 |
Injunctive
declaratory or other interlocutory relief |
27 |
| |
|
|
|
| 17. |
GST
LIABILITY |
27 |
| |
|
|
|
| 18. |
GST |
28 |
| |
|
|
|
| |
18.1 |
Recovery
of GST |
28 |
| |
18.2 |
Liability
net of GST |
28 |
| |
18.3 |
Adjustment
events |
28 |
| |
18.4 |
Survival |
28 |
| |
18.5 |
Definitions |
28 |
| 19. |
GENERAL |
28 |
| |
|
|
|
| |
19.1 |
Further
Acts |
28 |
| |
19.2 |
Costs |
28 |
| |
19.3 |
Amendment |
29 |
| |
19.4 |
Assignment |
29 |
| |
19.5 |
Severability |
29 |
| |
19.6 |
Consents |
29 |
| |
19.7 |
Waivers |
29 |
| |
19.8 |
No
merger |
29 |
| |
19.9 |
Enurement |
29 |
| |
19.10 |
Indemnities |
29 |
| |
19.11 |
Entire
Agreement |
29 |
| |
19.12 |
No
Representation or Reliance |
29 |
| |
19.13 |
Counterparts |
30 |
| |
|
|
|
| 20. |
GOVERNING
LAW AND JURISDICTION |
30 |
| |
|
|
|
| |
20.1 |
Jurisdiction |
30 |
| |
20.2 |
Governing
Law |
30 |
| |
|
|
|
| SCHEDULE 1 – VENDOR WARRANTIES |
32 |
| SCHEDULE 2 – PURCHASER WARRANTIES |
45 |
| SCHEDULE 3 – COMPANY ACCOUNTS |
46 |
| SCHEDULE 4 – COMPANY INSURANCES |
47 |
| SCHEDULE 5 – COMPANY GROUP ASSETS |
48 |
| SCHEDULE 6 – INTELLECTUAL AND
TECHNICAL PROPERTY |
48 |
THIS
AGREEMENT is made 8 December 2025
B
E T W E E N
Braiin
Limited (ACN 660 713 093) of 283 Rokeby Road, Subiaco WA 6008 (Purchaser);
AND
Gomazz
Pty. Ltd. (ACN 067 402 368) of 7 Merrafields Court Taylors Lakes VIC 3038 as trustee for Georgiou Family Trust
AND
Connect
Simple Pty Ltd (ACN 673 352 844) of 7 Merrafields Court, Taylors Lakes VIC 3038 (Company).
R
E C I T A L S
| A. | This
Agreement supersedes any and all previous correspondence, agreements or understandings between
the parties, in respect of the subject matter of this Agreement and is binding on all of
the parties to it, including (for the avoidance of doubt), the binding head of agreement
dated 2 July 2025. |
| | |
| B. | The
Vendor is the legal and beneficial owners of 100% of the issued shares in the capital of
the Company. |
| | |
| C. | The
Company is the legal and beneficial owner of the intellectual and technological property
rights stated in Schedule 6. |
| | |
| D. | The
Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Company Shares pursuant
to the terms of this Agreement. |
| | |
| E. | Following
Settlement, the Company will become a wholly owned subsidiary of the Purchaser. |
IT
IS AGREED as follows:
| 1. | DEFINITIONS
AND INTERPRETATION |
| | |
| 1.1 | Definitions |
In
this Agreement:
Accounting
Standards means:
| (a) | the
accounting standards made by the AICPA, relating to the preparation and content of financial
statements; and |
| | | |
| (b) | generally
accepted accounting principles that are consistently applied for companies similar to the
Company Group, except those inconsistent with the standards or requirements referred to in
paragraph (a). |
Accounts
means in respect of each Company Group Member, the audited balance sheet of that member as at the Accounts Date and the audited profit
and loss account of that member for the year ending on the Accounts Date, true copies of which are set out in Schedule 3.
Accounts
Date means 30 June 2025.
Affiliates
means (in relation to a Party):
| (a) | a
Related Body Corporate of the Party; |
| | | |
| (b) | an
associate of the Party (within the meaning of section 15 of the Corporations Act); and |
| | | |
| (c) | any
entity (such as a natural person, body corporate, partnership or trust) which the Party Controls,
or which is Controlled by the party. |
Agreement
means the agreement constituted by this Agreement and includes the recitals.
AICPA
means The American Institute of Certified Public Accountants.
Authorisation
means any permit, approval, authorisation, consent, exemption, filing, licence, notarisation, registration, password or waiver however
described and any renewal or variation to any of them.
AWST
means Australian Western Standard Time.
Business
means the business carried out by the Company Group as at the Execution Date, being a dynamic and customer-centric company specialising
in ICT consulting and personnel services.
Business
Day means a day that is a business day under the NASDAQ Listing Rules
Claim
means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, expense or liability incurred by or to
or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Claim
Notice has the meaning given to that term in clause 9.8.
Company
Group means the Company and its subsidiaries.
Company
Group Member means an entity within the Company Group.] Company Shares means 100% of the shares in the capital of the Company.
Conditions means the conditions precedent set out in clause 2.1.
Confidential
Information means the terms of this Agreement and any other information obtained during the course of negotiations preceding the
Execution Date or in the course of furthering the Transaction, including but not limited to any trade secrets, lists of information pertaining
to clients of the Company Group and or suppliers, specifications, drawings, inventions, ideas, records, reports, software, patents, designs,
copyright material, secret processes or other information, whether in writing or otherwise, relating to the Company Group.
Consequential
Loss means any loss or damage which would not be fairly and reasonably considered as arising naturally (that is, according to the
usual course of things) from the breach including loss of profits, loss of business opportunity and economic loss.
Consideration
has the meaning given in clause 4.1.
Consideration
Shares means that number of Purchaser Shares equal to USD$98,000,000 divided by the Deemed Issue Price.
Control
of an entity includes the power to directly or indirectly:
| (a) | determine
the financial or operating policies of the entity; |
| | | |
| (b) | control
the membership of the board or other governing body of the entity; and |
| | | |
| (c) | control
the casting of more than one half of the maximum number of votes that may be cast at a general
meeting of the entity, |
regardless
of whether the power is in writing or not, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements,
understandings, practices or otherwise.
Corporations
Act means the Corporations Act 2001 (Cth).
Data
Room means the online data room operated by the Company Group which relates to the Business and the Company Group established by
the Vendor as at 5pm (AWST) on the Business Day prior to the Execution Date, an index of which is set out in Annexure A.]
Deemed
Issue Price means USD$10.17 per Share.
Due
Diligence Materials means all information and documents provided to the Purchaser or its Representatives in the period ending at
5pm (AWST) on the Business Day prior to the
Execution
Date, including information contained in the Data Room (including the responses to questions and requests for further information submitted
via the Data Room).
Duty
means any stamp, transaction or registration duty or similar charge imposed by any Governmental Authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Escrow
Period means 12 months the date of issue of Purchaser Shares.
Escrowed
Securities means the Consideration Shares.
Encumbrance
means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential
right or trust arrangement and any other security or agreement of any kind given or created and including any possessory lien in the
ordinary course of business whether arising by operation of law or by contract.
End
Date means 5.00 pm (AWST) on the date that is 3 months following execution of this Agreement.
Event
of Insolvency means:
| (a) | a
receiver, manager, receiver and manager, trustee, administrator, controller or similar officer
is appointed in respect of a person or any asset of a person; |
| | | |
| (b) | a
liquidator or provisional liquidator is appointed in respect of the corporation; |
| | | |
| (c) | any
application (not being an application withdrawn or dismissed within 14 days) is made to a
court for an order, or an order is made, or a meeting is convened, or a resolution is passed,
for the purposes of: |
| (i) | appointing
a person referred to in paragraphs (a) or (b); |
| | | |
| (ii) | winding
up a corporation; |
| | | |
| (iii) | proposing
or implementing a scheme of arrangement; or |
| | | |
| (iv) | any
event or conduct occurs which would enable a court to grant a petition, or an order is made,
for the bankruptcy of an individual or his estate under any Insolvency Provision; |
| (d) | a
moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement
(formal or informal) with a person’s creditors, or any similar proceeding or arrangement
by which the assets of a person are subjected conditionally or unconditionally to the control
of that person’s creditors or a trustee, is ordered, declared, or agreed to, or is
applied for and the application is not withdrawn or dismissed within 14 days; |
| | | |
| (e) | a
person becomes, or admits in writing that it is, is declared to be, or is deemed under any
applicable law to be, insolvent or unable to pay its debts; or |
| | | |
| (f) | any
writ of execution, garnishee order, mareva injunction or similar order, attachment, distress
or other process is made, levied or issued against or in relation to any asset of a person. |
Execution
Date means the date of this Agreement.
Fairly
Disclosed has the meaning set out in clause 9.1.
Financial
Debt means borrowings or other indebtedness of the Company Group under any bank facility, overdraft, bond, note or debenture.
Governmental
Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous
or not) charged with the administration of any applicable law.
GST
has the meaning given to it in the GST Act.
GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth)and any regulations thereto or such other act or regulations
of equivalent effect.
Head
Company has the same meaning as that term is defined in section 995-1 of the ITAA 97.
Insolvency
Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance
of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may satisfy or
avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of
any of the assets of any person.
Intellectual
Property means the intellectual and technical property listed in Schedule 6.
Intellectual
Property Licence means all agreements under which any Company Group Member obtains from any person the exclusive or non-exclusive
right to use, but not the ownership of, any of the Intellectual Property Rights referred to in paragraphs (a) to (d) inclusive of the
definition of that term.
Intellectual
Property Rights means:
| (a) | the
business names or trademarks owned or used at Execution Date by the Company Group; |
| | | |
| (b) | the
Confidential Information owned or used at any time by the Company Group; |
| | | |
| (c) | the
patents, patent applications, registered designs, unregistered designs, copyright and all
other similar rights owned or used at any time by the Company Group; and |
| | | |
| (d) | the
Intellectual Property Licences. |
Invoice
means a tax invoice as defined in and for the purposes of the GST Act or any document allowing the Recipient to claim an input tax
credit under the GST Act.
ITAA
36 means the Income Tax Assessment Act 1936 (Cth).
ITAA
97 means the Income Tax Assessment Act 1997 (Cth).
Liabilities
includes all liabilities (whether actual, contingent or prospective), Losses, damages, costs and expenses of whatever description.
Loss
means losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and Tax Costs.
Material
Adverse Effect means:
| (a) | when
used in a Warranty in relation to a Company Group Member a material adverse effect on the
financial position of the Company Group Member when compared to what the financial position
would be if the Warranty were true which is material according to the principles set out
in clause 1.3; and |
| | | |
| (b) | when
used in all other cases in relation to a Company Group Member a material adverse effect on
the financial position of the Company Group Member which is material according to the principles
set out in clause 1.3. |
but
does not include:
| (c) | any
matter, event or circumstance arising from changes in economic, business or public health
conditions which impact on the Company Group and their competitors in a similar manner; |
| | | |
| (d) | any
matter, event or circumstance Fairly Disclosed in the Due Diligence Materials; |
| | | |
| (e) | any
change in taxation rates or laws, or applicable law, which impact on the Company Group and
their competitors in a similar manner; |
| | | |
| (f) | any
change occurring as a result of any act of god, pandemic, landslide, earthquake, fire, flood,
or any other effect of the elements; |
| | | |
| (g) | any
change in accounting policy required by law; or |
| (h) | any
change occurring directly or indirectly as a result of any matter, event or circumstance
required by this Agreement or the transactions contemplated by it. |
NASDAQ
means the Nasdaq stock exchange, operated in America.
NASDAQ
Listing Rules means the listing rules of NASDAQ.
Officer,
in relation to a corporation, has the meaning given in Section 9 of the Corporations Act.
Party
means a party to this Agreement and Parties means the parties to this Agreement.
Permitted
Encumbrance means:
| (a) | a
charge or lien that arises by operation of statute or other law, in the course of ordinary
business, where the amount secured is not overdue or is being diligently contested in good
faith and appropriately provisioned; |
| | | |
| (b) | any
mechanic’s workmen’s or other like lien arising in the ordinary course of business,
where the amount secured is not overdue or is being diligently contested in good faith and
appropriately provisioned; |
| | | |
| (c) | any
retention of title arrangement undertaken in the ordinary course of day to day trading on
arm’s length terms, as long as the obligation it secures is discharged when due or
is being diligently contested in good faith and appropriately provisioned; or |
| | | |
| (d) | an
Encumbrance: |
| (i) | existing
on the Execution Date that has been approved by the Purchaser; or |
| | | |
| (ii) | that
arises after the Execution Date and that the Purchaser approves before it arises, |
where
the maximum aggregate amount secured from time to time does not increase, and the time for payment of that amount is not extended beyond
the amount and time approved by the Purchaser.
Prescribed
Occurrence means:
| (a) | any
entity within the Company Group converting all or any of its shares into a larger or smaller
number of shares; |
| | | |
| (b) | any
entity within the Company Group resolving to reduce its share capital in any way; |
| | | |
| (c) | any
entity within the Company Group: |
| (i) | entering
into a buy back agreement; or |
| | | |
| (ii) | resolving
to approve the terms of a buy back agreement; |
| (d) | any
entity within the Company Group making an allotment of, or granting an option to subscribe
for, any of its shares or agreeing to make such an allotment or grant such an option; |
| | | |
| (e) | any
entity within the Company Group issuing, or agreeing to issue, convertible notes; |
| | | |
| (f) | any
entity within the Company Group disposing, or agreeing to dispose, of the whole, or a substantial
part, of its business or property; |
| | | |
| (g) | any
entity within the Company Group charging, agreeing to charge, the whole, or a substantial
part, of its business or property; |
| | | |
| (h) | any
entity within the Company Group resolving that it be wound up; |
| | | |
| (i) | the
appointment of a provisional liquidator of any entity within the Company Group; |
| (j) | the
making of an order by a court for the winding up of any entity within the Company Group; |
| | | |
| (k) | an
administrator of any entity within the Company Group being appointed; |
| | | |
| (l) | any
entity within the Company Group executing a deed of company arrangement; or |
| | | |
| (m) | the
appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial
part, of the property of the Company Group. |
Purchaser
Group means the Purchaser, together with each Related Body Corporate of the Purchaser.
Purchaser
Group Member means each entity within the Purchaser Group.
Purchaser
Shares means fully paid ordinary shares in the capital of the Purchaser.
Purchaser
Warranties means the representations and warranties of the Purchaser set out in Schedule 2 and Purchaser Warranty means any
one of them.
Records
means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every
description and other material regardless of their form or medium and whether coming into existence before, on or after the Execution
Date, owned by the Company Group including certificates of registration, minute books, statutory books and registers, books of account,
tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial
records.
Registration
Statement means the registration statement that the Company proposes to lodge with the U.S. Securities and Exchange Commission.
Related
Party has the meaning given in section 228 of the Corporations Act.
Related
Body Corporate has the meaning given in section 9 of the Corporations Act.
Representative
means, in relation to a Party, that Party’s directors, officers, employees, agents or advisers (including without limitation
lawyers, accountants, consultants, bankers, financial advisers and any representatives of those advisers).
Resolution
Institute means the Resolution Institute ACN 008 651 232 and any successor organisation.
Revenue
means the revenue of the Company Group determined in accordance with Accounting Standards.
Revenue
Authority means any Federal, State, Territory or local government authority or instrumentality in respect of Tax.
Settlement
means the settlement on the Settlement Date of the sale and purchase of the Company Shares in accordance with the terms of this Agreement.
Settlement
Date means that date which is 7 Business Days after the satisfaction or waiver of the last of the Conditions (or such other date
as is agreed between the Parties).
Statutes
means all legislation of any country, state or territory enforced at any time, and any rule, regulation, ordinance, by law, statutory
instrument, order or notice at any time made under that legislation.
Tax
means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp, transaction, registration, duty or
similar charge which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any interest,
fine, penalty, charge, fee or any other accounting imposed on, or in respect of any of the above but excludes Duty.
Taxable
Supply has the meaning given to it in the GST Act.
Tax
Claim means a Claim by the Purchaser for the breach of a Tax Warranty or under the Tax Indemnity.
Tax
Cost means all costs and expenses incurred in:
| (a) | managing
an inquiry; or |
| | | |
| (b) | conducting
any objection, action, defence, or proceeding with the purpose of causing a withdrawal, reduction,
postponement, avoidance or compromise of a demand or assessment relating to Tax issued by
a Governmental Authority under a Tax Law, |
in
relation to Tax or Duty, but does not include the Tax or Duty.
Tax
Indemnity means the indemnity given by the Vendor to the Purchaser under clause 8.5.
Tax
Law means any law relating to either Tax or Duty as the context requires.
Tax
Relief means any refund, credit, offset, relief, allowance, deduction, rebate, recoupment, compensation, Tax loss, right to repayment
or other benefit or saving in relation to Tax and includes any amount otherwise payable which reduces, offsets, discharges or satisfies
a Liability for Tax.
Tax
Return means any return relating to Tax including any document which must be lodged with a Governmental Authority administering a
Tax or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, application, schedule
or election and any attachment).
Tax
Warranties mean the tax warranties set out in paragraph 16 of Schedule 1.
Third
Party means a person that is not a Party or an Affiliate of a Party.
Third
Party Claim means:
| (a) | a
Claim made by a Third Party against a Company Group Member, the Purchaser or any Affiliate
of the Purchaser that is reasonably likely to result in a Warranty Claim; or |
| | | |
| (a) | a
Claim a Company Group Member, the Purchaser or an Affiliate of the Purchaser is entitled
to make against a Third Party based on anything that is reasonably likely to result in a
Warranty Claim. |
Transaction
means the sale and purchase of the Company Shares on the terms and conditions set out in this Agreement.
Vendor
Warranties means the Warranties set out in Schedule 1 and Vendor Warranty means any one of them.
Warranty
Claim means a Claim by the Purchaser against the Vendor arising as a result of a breach of a Vendor Warranty, a Claim under clause
8.4 and any Tax Claim.
In
this Agreement:
| (a) | headings
are for convenience only and do not affect its interpretation; |
| | | |
| (b) | no
provision of this Agreement will be construed adversely to a Party because that Party was
responsible for the preparation of this Agreement or that provision; |
| | | |
| (c) | specifying
anything after the words “include” or “for example” or similar expressions
does not limit what else is included; |
and,
unless the context otherwise requires:
| (d) | an
obligation or liability assumed by, or a right conferred on, two or more Parties binds or
benefits all of them jointly and each of them severally; |
| | | |
| (e) | the
expression person includes an individual, the estate of an individual, a corporation,
an authority, an association or joint venture (whether incorporated or unincorporated), a
partnership and a trust; |
| (f) | a
reference to any Party includes that Party’s executors, administrators, successors
and permitted assigns, including any person taking by way of novation; |
| | | |
| (g) | a
reference to a body, other than a Party to this Agreement whether statutory or not: |
| (i) | which
ceases to exist; or |
| | | |
| (ii) | whose
powers or functions are transferred to another body, |
is
a reference to the body which replaces it or substantially succeed its powers or functions;
| (h) | a
reference to any document (including this Agreement) is to that document as varied, novated,
ratified or replaced from time to time; |
| | | |
| (i) | a
reference to any statute or to any statutory provision includes any statutory modification
or re-enactment of it or any statutory provision substituted for it, and all ordinances,
by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| | | |
| (j) | words
importing the singular include the plural (and vice versa) and words indicating a gender
include every other gender; |
| | | |
| (k) | references
to parties, clauses, schedules, exhibits or annexures are references to Parties, clauses,
schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement
includes any schedule, exhibit or annexure to this Agreement; |
| | | |
| (l) | where
a word or phrase is given a defined meaning, any other part of speech or grammatical form
of that word or phrase has a corresponding meaning; |
| | | |
| (m) | a
reference to time is to time as observed in Perth, Western Australia; |
| | | |
| (n) | if
a period of time is specified and dates from a given day or the day of an event, it is to
be calculated exclusive of that day; |
| | | |
| (o) | a
reference to a day is to be interpreted as the period of time commencing at midnight and
ending 24 hours later; |
| | | |
| (p) | if
an act prescribed under this Agreement to be done by a Party on or by a given day is done
after 5.00pm on that day, it is taken to be done on the next day; |
| | | |
| (q) | where
an action is required to be undertaken on a day that is not a Business Day it shall be undertaken
on the next Business Day; |
| | | |
| (r) | a
reference to a payment is to a payment by bank cheque or such other form of cleared funds
the recipient otherwise allows in the relevant lawful currency specified; |
| | | |
| (s) | a
reference to $ or dollar is to the lawful currency of the Commonwealth of Australia
and a reference to USD$ is to the lawful currency of the United States of America; and |
| | | |
| (t) | a
reference to a Party using or an obligation on a Party to use reasonable endeavours or its
best endeavours does not oblige that Party to: |
| (A) | in
the form of an inducement or consideration to a third party to procure something (other than
the payment of immaterial expenses or costs, including costs of advisers, to procure the
relevant thing); or |
| | | |
| (B) | in
circumstances that are commercially onerous or unreasonable in the context of this Agreement; |
| (ii) | provide
other valuable consideration to or for the benefit of any person; or |
| (iii) | agree
to commercially onerous or unreasonable conditions. |
Unless
the contrary intention appears, a matter will be regarded as “material” if alone or together with a series of similar or
related matters, it will, or would be likely to, in any 12 month period:
| (a) | involve
a Claim by or against a Company Group Member exceeding US$350,000; |
| | | |
| (b) | have
a financial impact on revenues or expenses of a Company Group Member exceeding: |
| (i) | in
the case of any unusual or non-recurring event, US$350,000; and |
| | | |
| (ii) | in
the case of any recurrent event, US$35,000; |
| (c) | have
a financial impact on the value of the assets or liabilities of the Company Group Member
exceeding US$350,000; or |
| | | |
| (d) | impose
an obligation or confer a benefit on a Company Group Member of an amount exceeding US$350,000, |
where
the “financial impact” is to be assessed in the case of a Warranty Claim, by reference to the position if the Warranty were
true, and in all other cases, is to be assessed by reference to the position set out in the Accounts.
| 2. | CONDITIONS
PRECEDENT |
| | |
| 2.1 | Conditions |
Clauses
3 and 7 of this Agreement are subject to and do not become binding on the Parties unless and until each of the following Conditions are
satisfied or waived in accordance with clause 2.2:
| (a) | (due
diligence): completion of financial, legal and technical due diligence by the Purchaser
on the Company, to the absolute satisfaction of the Purchaser; |
| | | |
| (b) | (audit):
the Company provides either its generally accepted accounting principles and/or AICPA standard
financial audit reports for the most recent two fiscal years, to the Purchaser’s absolute
satisfaction; |
| | | |
| (c) | (admission):
the Purchaser having received conditional approval for listing and trading of its securities
on NASDAQ, and those conditions being to the reasonable satisfaction of the Purchaser; |
| | | |
| (d) | (Registration
Statement): the Purchaser has received written notification from the United States Securities
and Exchange Commission that its Registration Statement has been approved and is declared
effective, on terms reasonably satisfactory to the Purchaser; |
| | | |
| (e) | (approvals):
the Parties obtaining all necessary corporate, shareholder approvals and regulatory approvals
necessary to lawfully complete the Transaction. |
| 2.2 | Benefit
of the Conditions |
| (a) | The
Conditions in clauses 1.1(a) and 2.1(b) are inserted in this Agreement for the benefit of
the Purchaser and the Purchaser may, by notice in writing to the Vendor on or before the
End Date, waive any of those Conditions. |
| | | |
| (b) | The
Conditions in clauses 1.1(c) to 1.1(e) cannot be waived. |
| (a) | Each
Party must provide all reasonable assistance to the others as is necessary to satisfy the
Conditions, including by: |
| (i) | signing
and delivering all documents and doing everything reasonably necessary or desirable to carry
out its obligations under this clause 2; and |
| (ii) | keep
the other party regularly informed of the status of any discussions or negotiations with
relevant third parties about the Conditions. |
| (b) | Nothing
in this clause obliges a Party to waive a Condition or grant an extension of time for satisfaction
of a Condition. |
The
Purchaser and the Vendor must promptly notify the other in writing if any of the Conditions are satisfied or cannot be satisfied, or
any material development which has an impact on the likelihood of a Condition being satisfied by the End Date.
| 2.5 | Termination
before Settlement |
If
any of the Conditions have not been satisfied or waived in accordance with clause 2.2, on or before the End Date or become incapable
of being satisfied and are not waived, then, any Party may terminate this Agreement by given not less than five (5) Business Days’
notice in writing to the other Parties, terminate this Agreement.
| 2.6 | Agreement
of no effect |
If
a Party gives notice terminating the Agreement under clause 2.5 this Agreement shall be deemed to be at an end and of no force or effect
with none of the Parties being subject to any of the obligations contained in this Agreement and with no Party claiming any rights at
law or equity against the other Parties, save for the performance of those covenants and agreements (if any) which should have been performed
on or before the date of termination, and all damages for breach of the same.
| 3. | TRANSACTION |
| | |
| 3.1 | Agreement
to buy and sell Company Shares |
The
Vendor, as the legal and beneficial owner of the Company Shares, agrees to sell free from Encumbrances, and the Purchaser agrees to purchase,
the Company Shares for the Consideration and on the further terms and conditions set out in this Agreement.
The
Vendor must sell the Company Shares to the Purchaser together with all rights attached to them as at the Execution Date and that accrue
between the Execution Date and Settlement.
Title
to and risk in the Company Shares passes to the Purchaser on Settlement.
| 4. | CONSIDERATION |
| | |
| 4.1 | Consideration |
| (a) | The
consideration payable by the Purchaser to the Vendor is the Consideration Shares at Settlement
(the Consideration). |
| | | |
| (b) | On
the Settlement, the Purchaser will allot and issue the Consideration Shares to the Vendor
and provide any documentation reasonably requested by the Vendor to evidence the Consideration
Shares have been issued in accordance with the terms of this Agreement. |
| (a) | For
the duration of the Escrow Period the Vendor agrees not to, without the prior written consent
of the Purchaser’s board of directors: |
| (i) | sell,
offer to sell, contract or agree to sell, assign, lend, offer, encumber, donate, hypothecate,
pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of
or agree to transfer or dispose of, directly or indirectly, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations
of the U.S. Securities and Exchange Commission promulgated thereunder, any of the Escrowed
Securities; |
| (ii) | enter
into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any of the Escrowed Securities, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise; or |
| | | |
| (iii) | publicly
announce any intention to effect any transaction specified in clauses 5(a)(i) or 5(a)(ii). |
| (b) | The
Vendor agrees and acknowledges that it, if requested by the Purchaser, it will be required
to enter into a restriction agreement to give effect to clause 5. |
| 6. | CONDUCT
BEFORE SETTLEMENT |
| | |
| 6.1 | Conduct
of Company Group’s Business |
The
Company and the Vendor covenants in favour of the Purchaser that during the period commencing on the Execution Date and expiring on the
earlier of termination of this Agreement or the Settlement Date, each Company Group Member will not, except as contemplated by this Agreement,
without the prior written consent of the Purchaser:
| (a) | enter
into any contract or commitment requiring it to pay more than US$350,000 or more than US$350,000
per annum other than in the ordinary course of business; |
| | | |
| (b) | acquire
any asset or authorise any capital expenditure of value that exceeds US$350,000 other than
in the ordinary course of business; |
| | | |
| (c) | increases,
reduces or otherwise alters its share capital or grants any options for the issue of shares
or other securities; |
| | | |
| (d) | issues
or allots any shares or other securities in the Company Group or any securities that are
convertible or exchangeable into shares or other securities of a member of the Company Group; |
| | | |
| (e) | declares
or pays a dividend or other distribution of profits; |
| | | |
| (f) | distributes
or returns any capital to shareholders; |
| | | |
| (g) | re-values
any of its assets unless required to do so by the Accounting Standards; |
| | | |
| (h) | buys
back or redeems, or makes any offer to buy back or redeem, any of its shares or other securities;
or |
| | | |
| (i) | amalgamates,
merges or consolidates with any other entity. |
| | | |
| (j) | alters
or replaces any member of the Company Group’s constitution, trust deed or other constitutional
document; |
| | | |
| (k) | undertakes
or allows a material business change; |
| | | |
| (l) | enter
into any financing arrangements; |
| | | |
| (m) | undertakes
a disposal of the whole, or a substantial part, of its business or assets; |
| | | |
| (n) | enters
into any material contract or incur any material liability other than in the ordinary course
of business; |
| | | |
| (o) | create
or permit the creation of an Encumbrance over the assets of the Company or its subsidiaries; |
| | | |
| (p) | causes
to occur, by act or omission, an event or series of events, whether related or not, which
may have, from the Purchaser’s perspective, a Material Adverse Effect on the business,
assets or financial condition of the Company or on the transactions contemplated by this
Agreement; |
| | | |
| (q) | cancel
any existing insurance policy in the name of or for the benefit of a member of the Company
Group unless a replacement policy (on terms no less favourable to the Company Group Member,
if available in the market) has been put in place; and |
| (r) | vary,
terminate or fail to renew any of its contracts, Authorisations or commitments, other than
in the ordinary course of its business. |
Nothing
in clause 6.1 restricts the Vendor or any Company Group Member from doing anything:
| (a) | that
is expressly permitted in this Agreement; |
| | | |
| (b) | to
reasonably and prudently respond to an emergency or disaster (including a situation giving
rise to a risk of personal injury or damage to property); |
| | | |
| (c) | that
is necessary for a member of the Company Group to meet its legal or contractual obligations
or the requirements of a Governmental Authority; or |
| | | |
| (d) | that
is agreed to in writing between the Company and the Purchaser (such agreement not to be unreasonably
withheld or delayed). |
| (a) | The
Company and the Vendor covenants in favour of the Purchaser that, during the period commencing
on the Execution Date and expiring on the Settlement Date, it will allow the Purchaser to
carry out a financial, commercial and legal due diligence on the Company Group and will provide
the Purchaser upon reasonable notice with all relevant information in respect of the Company
Group, in order for the Purchaser to complete this due diligence. |
| | | |
| (b) | Without
limiting clause 6.3(a), the Company and the Vendor agree to grant the Purchaser access to
the following information upon the Purchaser giving reasonable notice: |
| (i) | all
financial accounts, company records and company secretarial correspondence of the Company; |
| | | |
| (ii) | all
material contracts entered into by the Company; |
| | | |
| (iii) | details
of all employees of the Company and the terms of engagement; |
| | | |
| (iv) | details
of all insurance policies and banking arrangements/facilities of the Company; |
| | | |
| (v) | copies
of any relevant licences or regulatory approvals held or required by the Company in order
to operate its business; |
| | | |
| (vi) | details
of all intellectual property of the Company and documents evidencing registration of all
relevant mastheads, trademarks, business names, copyright materials and patents; |
| | | |
| (vii) | details
of all freehold and leasehold properties owned or occupied by the Company, including all
relevant agreements in respect of those properties; |
| | | |
| (viii) | any
constituent documents for members of the Company Group; |
| | | |
| (ix) | details
of all equity securities on issue and any agreement, intention or obligation to issue further
equity securities; |
| | | |
| (x) | details
of all fixed assets and plant owned by the Company; and |
| | | |
| (xi) | details
of any known circumstances which might give rise to any litigation, arbitration, dispute
or claim involving the Company. |
| (c) | The
Purchaser may only exercise its right of access under clauses 6.3(a) and 6.3(b) to the extent
the access will not, in the reasonable opinion of the Vendor: |
| (xii) | unreasonably
interfere with the conduct of the Business or the activities and operations of the Company
Group, subject to clause 6.3(d); |
| (xiii) | breach
any obligations (including obligations of confidentiality) that the Vendor or a Company Group
Member owes to any third party or under any Statute; or |
| | | |
| (xiv) | compromise
or result in a risk of damage or compromise to the protection of legal professional privilege
in relation to any of the Records, |
and
the Purchaser agrees to comply with the Vendor’s reasonable requirements and directions in relation to the access.
| (d) | The
Vendor and the Company acknowledge that the right to access the information listed in clause
6.3(b) will not unreasonably interfere with the conduct of the Business or the activities
and operations of the Company Group for the purpose of clause 6.3(xii). |
| | | |
| (e) | The
Parties must ensure that, as soon as possible after the execution of this Agreement, their
Representatives meet and use their best endeavours to determine the most appropriate method
of implementing the steps required to ensure a smooth transition of the management and operation
of the Company Group with the Purchaser Group following Settlement. |
In
consideration for the Purchaser entering into this Agreement, the Vendor and the Company covenant and agree in favour of the Purchaser,
that on and from the Execution Date until the earlier of Settlement or the termination of this Agreement, the Vendor and the Company
agree that:
| (a) | they
will not participate in any negotiations or discussions with, or provide any information
to, or accept or enter into any agreement, arrangement or understanding with, any third parties
in respect of a transaction that may reduce the likelihood of success of the transactions
contemplated by this Agreement and will also cease any existing discussions or negotiations
regarding such transactions; |
| | | |
| (b) | they
will not engage with any other third party other than advisors, accountants or lawyers in
connection with the sale of all or any Company Shares, or any of the Company’s business,
assets or undertaking; and |
| | | |
| (c) | they
will not provide any third party with any information regarding the Company or its business,
assets or undertakings, other than in the ordinary course of its ordinary business; |
| 7. | SETTLEMENT |
| | |
| 7.1 | Time
and Location of Settlement |
Settlement
shall take place at:
| (a) | 10.00am
(AWST); or |
| | | |
| (b) | at
such time as shall be agreed by the Parties, |
on
the Settlement Date at such offices as the Parties may agree.
| 7.2 | Vendor
and Company’s obligations at Settlement |
At
Settlement, the Vendor must confer on the Purchaser title to the Company Shares and place the Purchaser in effective possession and control
of the Company Group. To this end, at or prior to Settlement:
| (a) | the
Vendor and the Company must deliver or cause to be delivered to the Purchaser: |
| (i) | share
certificates in respect of the Company Shares; |
| (ii) | separate
instruments of transfer in registrable form for the Company Shares in favour of the Purchaser
(as transferee) which have been duly executed by the Vendor in relation to the Company Shares
(as transferors); |
| | | |
| (iii) | the
common seal (and any duplicate common seal, share seal or official seal) of each entity within
the Company Group (if any); |
| | | |
| (iv) | all
available copies of the constitutions of each entity within the Company Group; |
| | | |
| (v) | details
of the current corporate key issued by the Australian Securities and Investments Commission
for each entity within the Company Group; |
| | | |
| (vi) | the
minute books and other records of meetings or resolutions of members and directors of each
entity within the Company Group; |
| | | |
| (vii) | all
registers of each entity within the Company Group (including the register of members, register
of options, register of directors, register of charges) in proper order and condition and
fully entered up to the Settlement Date; |
| | | |
| (viii) | all
cheque books, financial and accounting books and records, copies of tax returns and assessments,
mortgages, leases, agreements, insurance policies, title documents, licences, indicia of
title, contracts, passwords to computers, certificates and all other records, papers, books
and documents of each entity within the Company Group; |
| | | |
| (ix) | all
other corporate, legal, technical and financial records for the Company Group; |
| | | |
| (x) | the
written resignations of each of the directors and secretaries of the Company Group with effect
from the Settlement Date confirming that they have no claim for loss of office or otherwise
against the Company Group, subject to any director who is to remain as a director of the
Company Group as agreed with the Purchaser; |
| | | |
| (xi) | a
duly completed authority for the alteration of the signatories of each bank account of the
Company Group in the same manner required by the Purchaser by written notice before the Settlement
Date; and |
| | | |
| (xii) | all
current Authorisations and other documents issued to each entity within the Company Group
under any legislation, ordinance or otherwise relating to their business activities. |
| (b) | the
Vendor must procure that directors’ meetings of each entity within the Company Group
are held to attend to the following matters (as applicable): |
| (xiii) | the
approval of the registration (subject to payment of stamp duty), if applicable of the transfers
of the Company Shares and the issue of new share certificates for the Company Shares in the
name of the Purchaser; |
| | | |
| (xiv) | recording
the Purchaser as the holder of the Company Shares in the Company’s register of members; |
| | | |
| (xv) | taking
all other steps required under the Company’s constituent documents and applicable laws
to constitute and evidence the Purchaser as the sole holder of the Company Shares; |
| | | |
| (xvi) | the
appointment as directors and secretaries of each entity within the Company Group of those
persons nominated by the Purchaser by written notice before the Settlement Date; |
| | | |
| (xvii) | the
retirement, by written notice, of all directors and the company secretary of each entity
within the Company Group with effect from Settlement acknowledging that each of them has
no Claim of any kind whatsoever against any entity within the Company Group by way of compensation
or entitlement for loss of office; and |
| (xviii) | the
revocation of all existing authorities to operate bank accounts of the Company Group. |
| 7.3 | Purchaser’s
obligations at Settlement |
At
Settlement, the Purchaser must allot and issue the Consideration Shares to the Vendor.
| 7.4 | Conditions
of Settlement |
| (a) | Settlement
is conditional on the Purchaser, the Vendor and the Company complying with all of their obligations
under this clause 7. |
| | | |
| (b) | If
a Party (Defaulting Party) fails to satisfy its obligations under this clause 7 on
the day and at the place and time for Settlement, then any other Party (Notifying Party)
may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations
within a period of ten (10) Business Days from the date of the notice and declaring time
to be of the essence. |
| | | |
| (c) | If
the Defaulting Party fails to satisfy those obligations within those ten (10) Business Days
under clause 1.1(b) above, the Notifying Party may, without limitation to any other rights
it may have, terminate this Agreement by giving written notice to the Defaulting Party. |
| 7.5 | Settlement
simultaneous |
| (a) | Subject
to clause 7.5(b), the actions to take place under this clause 7 are interdependent and must
take place, as nearly as possible, simultaneously. If one action does not take place, then
without prejudice to any rights available to any Party as a consequence: |
| (i) | there
is no obligation on any Party to undertake or perform any of the other actions; |
| | | |
| (ii) | to
the extent that such actions have already been undertaken, the Parties must do everything
reasonably required to reverse those actions; and |
| | | |
| (iii) | each
Party must return to the other all documents delivered to it under this clause 7, and must
each repay to the other all payments received by it under this clause 7, without prejudice
to any other rights any Party may have in respect of that failure. |
| (b) | The
Purchaser may, in its sole discretion, waive any or all of the actions that the Vendor or
the Company are required to perform under clause 7.2. |
| 8. | REPRESENTATIONS
AND WARRANTIES BY THE VENDOR |
| | |
| 8.1 | Representations
and Warranties |
Subject
to the qualifications and limitations in clause 9, the Vendor gives the Vendor Warranties in favour of the Purchaser, on the Execution
Date and on each day between the Execution Date and the Settlement Date.
| 8.2 | Independent
Warranties |
The
Vendor Warranties are to be construed separate and independently of the others and are not limited by reference to any other Vendor Warranty.
The
Vendor acknowledges that the Purchaser has entered into this Agreement and will complete this Agreement in reliance on the Vendor Warranties.
The
Vendor indemnifies and agrees to indemnify the Purchaser and each Company Group Member against, and must pay the Purchaser an amount
equal to, any Loss suffered or incurred by the Purchaser or a Company Group Member as a result of a breach of a Vendor Warranty, except
to the extent that the Vendor Warranty or the Vendor’s liability for the Loss is limited or qualified under clause 9, and this
will be the sole remedy of the Purchaser and each Company Group Member in respect of any such breach.
| (a) | The
Vendor indemnifies the Purchaser, and must pay the Purchaser the amount of any: |
| (i) | Tax
or Duty payable by a Company Group Member to the extent that the Tax or Duty: |
| (A) | relates
to any period, or part period, up to and including Settlement; or |
| | | |
| (B) | arises
as a result of entry into this Agreement or Settlement (other than any Duty to be paid by
the Purchaser under clause 19.2(a)); and |
| (ii) | Tax
Costs incurred by or on behalf of a Company Group Member to the extent those Tax Costs arise
from or relate to any of the matters for which the Vendor may be liable under clause 8.5(a)(i). |
| (b) | Notwithstanding
clause 8.5(i), the Tax Indemnity does not apply to a Tax Claim and the liability of the Vendor
in respect of any Tax Claim is reduced or extinguished: |
| (iii) | to
the extent that it arises as a result of any income derived, loss, outgoing or deductions
incurred or activities undertaken, or deemed for Tax purposes to have been undertaken, after
Settlement; |
| | | |
| (iv) | to
the extent that it arises as a result of the transactions contemplated by this Agreement; |
| | | |
| (v) | to
the extent that it arises from the Company Group or the Purchaser or any of their Related
Bodies Corporate taking a position in relation to the application of a law in relation to
Tax that is inconsistent with the position taken by the Company Group prior to Settlement
(including a position adopted in the calculation of any Tax balance in the Accounts), unless
the Company Group is required to adopt that inconsistent position to comply with a Tax Law; |
| | | |
| (vi) | to
the extent that it results from or is increased by the failure of the Purchaser, the Company
Group or any of their respective Related Bodies Corporate, after the Settlement Date in a
reasonably timely manner to: |
| (A) | lodge
any return, notice, objection, or other document in relation to the Tax Claim; |
| | | |
| (B) | claim
all or any portion of any available Tax Relief; |
| | | |
| (C) | disclose
or correctly describe in any notice, return, objection or other document relating to the
Tax Claim any relevant matters within the reasonable knowledge of the Purchaser or the Company
Group or any of their Respective Bodies Corporate; or |
| | | |
| (D) | take
any other action which the Company Group or any Related Body Corporate of the Company Group
is required to take under any Tax Law; or |
| (vii) | to
the extent that an amount has been included as a provision, allowance, reserve or accrual
in the Accounts or any updated financial records or management accounts of the Company Group
prepared up to the Settlement Date. |
| 8.6 | Preparation
and Lodgement ot Tax Returns |
| (a) | The
Purchaser is responsible, at its cost, for preparing, finalising and lodging all Tax Returns
for each Company Group Member for any period ending after 30 June 2025. |
| | | |
| (b) | Where
a Tax Return relates wholly or partly to a period up to and including Settlement (a Pre-Settlement
Period), the Purchaser must provide the Vendor with a draft of the relevant portion of that
Tax Return no later than 20 Business Days prior to the proposed lodgement date. |
| | | |
| (c) | The
Vendor may review the draft of the Tax Return to the extent it relates to the Pre-Settlement
Period and may provide comments or proposed amendments to the Purchaser within 10 Business
Days after receiving the draft. |
| | | |
| (d) | The
Purchaser must consider any comments or proposed amendments made by the Vendor under clause
8.6(c) in good faith and must not lodge the relevant portion of the Tax Return in a manner
that is inconsistent with the position taken by the Company Group prior to Settlement (including
positions reflected in the Accounts), unless required to do so to comply with a Tax Law. |
| | | |
| (e) | The
Purchaser must provide the Vendor with a copy of the lodged Tax Return (or relevant extract
relating to the Pre-Settlement Period) within 10 Business Days after lodgement. |
| 8.7 | Notification
of Warranty Breaches |
| | |
| | The
Vendor must promptly notify the Purchaser if at any time after the Execution Date they become
aware that: |
| (a) | a
Vendor Warranty has ceased to be true; or |
| | | |
| (a) | an
act or event has occurred that would or might reasonably be expected to result in a Vendor
Warranty ceasing to be true if it were repeated immediately at Settlement, |
| | | |
| | and
must also provide the Purchaser with details of that fact which are known to the Vendor. |
| 8.8 | Undertaking
not to make Claims |
| | |
| | The
Vendor undertakes to the Purchaser and any current or former director, officer or employee
of the Purchaser who was at the Execution Date a director, officer or employee of the Company
Group Member (Officer) that the they shall not make a Claim or demand against any
Officer in respect of any matter arising in connection with this Agreement including any
breach of a Vendor Warranty. |
| 9. | QUALIFICATIONS
AND LIMITATIONS ON CLAIMS |
| | |
| 9.1 | Disclosure |
| (a) | The
Purchaser cannot make a Warranty Claim and the Liability of the Vendor are reduced or extinguished
(as the case may be) to the extent that the Warranty Claim (other than a Tax Claim) arises
out of any facts, matters or circumstances Fairly Disclosed in this Agreement or the Due
Diligence Materials. |
| | | |
| (b) | For
the purposes of this Agreement, a fact, matter or circumstance is “Fairly Disclosed”
if sufficient information has been disclosed that a sophisticated investor, experienced in
transactions of the nature of the Transaction, familiar with the Business and advised by
professional accounting and legal advisors, would be aware of the substance of the information
and would be aware of the nature of the Vendor Warranty. |
| | | |
| (c) | The
Vendor’s liability for any Warranty Claim is reduced or extinguished (as the case may
be) to the extent that the matter giving rise to the Claim is taken to be disclosed under
this clause 9.1. |
| 9.2 | Meaning
of Vendor’s and Warrantors Knowledge |
| | |
| | Where
any Vendor Warranty is qualified by the expression “so far as the Vendor is aware”
or “to the best of the Vendor’s knowledge, information and belief” or any
similar expression, the Vendor will be deemed to know or be aware of a particular fact, matter
or circumstance if a director or officer of a Company Group Member is aware of that fact,
matter or circumstance on the date the Vendor Warranty is given. |
| | |
| 9.3 | Maximum
liability |
| | |
| | The
Vendor’s total aggregate maximum liability for a breach of a Vendor Warranty is limited
to AUD$10,000,000. |
| | |
| 9.4 | Qualifications
to the Vendor Warranties |
| | |
| | The
Vendor are not liable under any Claim for a breach of a Vendor Warranty, or under an indemnity
given under this Agreement, unless the amount finally agreed or adjudicated to be payable
in respect of that Claim: |
| (a) | exceeds
USD$35,000; and |
| | | |
| (b) | either
alone or together with the amount finally agreed or adjudicated to be payable in respect
of other Claims exceeds USD$350,000. |
| 9.5 | Limitation
Periods |
| | |
| | The
Vendor is not liable for a breach of a Vendor Warranty and have no Liability in relation
to a Warranty Claim unless: |
| (a) | in
the case of a Tax Claim, the Purchaser has given written notice of the Tax Claim to the Warrantor
under clause 9.88 on or before the date that is 4 years after Settlement; |
| | | |
| (b) | in
the case of a Warranty Claim other than a Tax Claim, the Purchaser has given written notice
of the Warranty Claim to the Warrantor under clause 9.88 on or before the date that is 2
years after Settlement; and |
| | | |
| (c) | in
either case, the Warranty Claim has been settled or legal proceedings in a court of competent
jurisdiction in respect of such Warranty Claim have been properly issued and served on the
Vendor within 12 months of such Warranty Claim being notified by the Purchaser to the Warrantor
under clause 8. |
| 9.6 | No
representation or implied warranty |
| | |
| | The
Purchaser acknowledges and agrees with the Vendor that: |
| (a) | the
Vendor Warranties are the only warranties that the Purchaser requires, and on which the Purchaser
has relied, in entering into this Agreement; |
| | | |
| (b) | for
the avoidance of doubt, no warranty or representation, expressed or implied, is given in
relation to any expression or statement of intention, opinion, belief or expectation nor
any forecast, forward looking statement, budget, projection or any fiscal or economic matters
contained or referred to in the Due Diligence Materials; |
| | | |
| (c) | the
Vendor and the Warrantor make no representations or warranties, other than those contained
in this Agreement; and |
| | | |
| (d) | the
Purchaser does not rely on any representation or warranty, whether express or implied, made
by or on behalf of the Vendor, other than the Vendor Warranties and must not make any Claim
asserting reliance on any representation or warranty, other than the Vendor Warranties (or
under the indemnity in clause 8.4). |
| 9.7 | Other
limits on Claims |
| | |
| | The
Purchaser cannot make a Warranty Claim, and the liability of the Vendor and the Warrantor
in respect of any Warranty Claim is reduced or extinguished (as the case may be) to the extent
that: |
| (a) | the
Warranty Claim is made good, offset (including as a result of expenditure being tax deductible
or amounts being treated as non-assessable, in prior years or future years) or compensated
for by any other means to the Purchaser or the Company Group (including, without limitation,
under a policy of insurance); |
| | | |
| (b) | the
Warranty Claim results from any act or omission before Settlement carried out or omitted
by or on behalf of the Purchaser or any Purchaser Group Member (other than the Company Group)
or at any of their direction; |
| | | |
| (c) | it
is caused by, or contributed to by, any act, omission, transaction or arrangement implementing,
or permitted by, the terms of this agreement or of any other agreement, transaction or arrangement
contemplated by it; |
| | | |
| (d) | the
Warranty Claim is attributable to any change after Settlement in the accounting policies
or practices used in preparing the accounts of the Company Group or it arises from application
by the Company Group of accounting policies or practices inconsistently with their application
before Settlement; |
| | | |
| (e) | the
matter giving rise to the Claim is remediable and, within 30 Business Days of receiving written
notice of the Claim in accordance with clause 9.8, the Vendor remedies the matter; |
| | | |
| (f) | the
Loss is Consequential Loss; |
| | | |
| (g) | the
Warranty Claim arises out of or is increased as a result of an act or omission by or on behalf
of the Vendor or the Company Group, the details of which have been fairly disclosed to the
Purchaser in writing and where the Purchaser has subsequently provided its written consent
to that act or omission; |
| | | |
| (h) | the
Warranty Claim relates to a liability that is contingent, unless and until the liability
becomes an actual liability and is due and payable; |
| | | |
| (i) | the
Loss has been recovered by the Purchaser under another Claim; |
| | | |
| (j) | the
Loss is recovered or recoverable by the Purchaser (or by the Company Group after Settlement)
from a person other than the Vendor whether by way of contract, indemnity, under an insurance
policy or otherwise (and the Purchaser agrees to use, and to procure that the Company Group
Members use, all reasonable endeavours to recover such Loss); |
| | | |
| (k) | the
Warranty Claim would not have arisen but for a change in ownership of the Company Group,
or a restructure of the Business, on or after Settlement; |
| | | |
| (l) | the
Warranty Claim (other than a Tax Claim) arises out of a fact, matter or circumstance that
is within the actual knowledge of the Purchaser or its Representatives at the Execution Date
or Settlement (as applicable); |
| | | |
| (m) | the
Warranty Claim arises as a result of or in consequence of anything done at the written request
of the Purchaser; |
| | | |
| (n) | a
provision, allowance, reserve or accrual has been made in the Accounts; |
| | | |
| (o) | the
Liability suffered arises out of or is relating to an opinion, estimate, projection, business
plan, budget or forecast; or |
| | | |
| (p) | the
Warranty Claim occurs as a result of a change after the Execution Date in any: |
| (i) | law;
or |
| | | |
| (ii) | policy
of any Governmental Authority, |
| | | |
| | including
changes that have retrospective effect (in each case except where such change was publicly
announced prior to the Execution Date). |
| 9.8 | Notice
of potential Claim |
| | |
| | If
the Purchaser becomes aware of anything which is or may be reasonably likely to give rise
to a Warranty Claim it must notify the Warrantor in writing, within 10 Business Days after
it has first come to the Purchaser’s attention (Claim Notice), setting out the
fact, matter or thing relied on as giving rise to the Warranty Claim, the Vendor Warranty
that is the subject of the Warranty Claim (if applicable) and all relevant details of the
Warranty Claim in so far as they are available to the Purchaser. |
| 9.9 | Conduct
of Third Party Claims |
| (a) | The
Vendor may within 20 Business Days from the date of time receipt of a Claim Notice (or if
the Vendor becomes aware by any other means of a Third Party Claim) elect by written notice
given to the Purchaser to: |
| (i) | take
over the conduct of the Third Party Claim; and |
| | | |
| (ii) | take
such actions as the Vendor may decide about the Third Party Claim, including to negotiate,
defend or settle the Third Party Claim and to recover costs incurred as a consequence of
the Third Party Claim from any person. |
| (b) | Where
the Vendor takes over the conduct and/or defence of any Third Party Claim under this clause
9.9, the Vendor must: |
| (i) | afford
the Purchaser the opportunity to consult with the Vendor on all matters of significance for
the goodwill of the Business; and |
| | | |
| (ii) | at
reasonable and regular intervals provide the Purchaser with written reports concerning the
conduct, negotiation, control, defence and outcome or settlement of the Third Party Claim. |
| (c) | The
Purchaser must take, and must procure that the relevant Company Group Member takes, all steps
necessary to allow the Vendor to conduct a Third Party Claim under this clause 9.9 including
to: |
| (i) | take
all action and render all assistance reasonably requested by the Vendor in connection with
its conduct of the Third Party Claim; |
| | | |
| (ii) | not
admit liability for, negotiate, enter into any agreement about, settle or compromise the
Third Party Claim without the Vendor’s prior written consent; |
| | | |
| (iii) | allow
the Vendor to negotiate, enter into any agreement about, settle or compromise the Third Party
Claim as the Vendor consider appropriate; and |
| | | |
| (iv) | provide
the Vendor with access to (with the right to take copies) and make available to the Vendor
all relevant personnel, relevant documents, books and records reasonably required for the
purpose of the conduct of any Third Party Claim. |
| (d) | For
as long as the Vendor have not elected to take over the conduct or defence of a Third Party
Claim under clause 9.9: |
| (i) | the
Purchaser may take such actions as the Purchaser may decide about the Third Party Claim,
including to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred
as a consequence of the Third Party Claim from any person; |
| | | |
| (ii) | the
Purchaser must at reasonable and regular intervals provide the Vendor with written reports
concerning the conduct, negotiation, control, defence and/or outcome or settlement of the
Third Party Claim and must not settle the Third Party Claim without the prior approval of
the Vendor (which must not be unreasonably withheld); |
| | | |
| (iii) | the
Purchaser must afford the Vendor the opportunity to consult with the Purchaser on matters
of significance in relation to the conduct, negotiation and settlement of the Third Party
Claim; and |
| | | |
| (iv) | the
Vendor must render to the Purchaser, at the Purchaser’s expense, all such assistance
as the Purchaser may reasonably require in disputing any Third Party Claim. |
| 9.10 | Reimbursement
if subsequent recovery from third parties |
| (a) | Where
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) is at
any time entitled to recover from another person any sum for a matter giving rise to a Warranty
Claim, the Purchaser must (and, if relevant, must procure that its concerned Affiliate must)
take all reasonable steps to enforce that recovery before taking action against the Vendor.
If the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) recovers
an amount from that other person, the amount of the Warranty Claim against the Vendor will
be reduced by the amount recovered. |
| | | |
| (b) | If
the Purchaser or any Affiliate of the Purchaser (including a Company Group Member) receives
any payment from or on behalf of the Vendor for any Warranty Claim (Vendor Payment)
and any of the Purchaser, any Affiliate of the Purchaser or a Company Group Member subsequently
recovers any amount from any Third Party (including under a Third Party Claim) for anything
relating to that Warranty Claim (Recovered Amount), the Purchaser must as soon as
reasonably practicable: |
| (i) | notify
the Vendor of the Recovered Amount; and |
| | | |
| (ii) | pay
the Vendor an amount equal to the lesser of: |
| (A) | the
Recovered Amount less any Tax payable on those amounts, any reasonable costs and expenses
incurred by the Purchaser, any Affiliate of the Purchaser or the Company Group Member (as
the case may be) in making that recovery; and |
| | | |
| (B) | the
Vendor Payment. |
| (a) | On
and after Settlement, the Purchaser must not omit to take, and must not omit to procure that
each Company Group Member takes, any reasonable action (to the extent required under the
principals which apply in respect of common law contractual damages Claims (even though the
Warranty Claim may be an indemnity claim)) that would mitigate any Liability or potential
Liability of the Vendor for a Warranty Claim including by omitting to seek recovery or compensation
by other means if it is available, provided that this does not require the Purchaser to do,
or omit to do, anything which may prejudice its ability, or the ability of any Company Group
Member, to recover under any available insurance. |
| | | |
| (b) | If
the Purchaser fails to comply with clause 1.1(a) and compliance with that clause would have
mitigated any Liability, the Vendor are not liable for the amount by which the Liability
would have been reduced by such compliance. |
| 9.12 | Purchaser
acknowledgement |
| | |
| | The
Purchaser acknowledges, agrees and represents that the disclosure of any matter in the Due
Diligence Materials does not constitute or imply any warranty, representation, statement,
covenant, agreement, indemnity or undertaking not expressly given by the Vendor in this Agreement
and the contents of the Due Diligence Materials do not have the effect of extending the scope
of any of the Vendor Warranties or the other provisions of this Agreement; and |
| | |
| 9.13 | No
double recovery |
| | |
| | The
Purchaser will not be entitled to recover damages or obtain payment, reimbursement or restitution
more than once for the same Liability or breach of this Agreement. |
| | |
| 9.14 | Independent
limitations |
| | |
| | Each
qualification and limitation in this clause 9 is to be construed independently of the others
and is not limited by any other qualification or limitation. |
| 9.15 | Reduction
of Consideration |
| (a) | Any
monetary compensation received by the Purchaser as a result of any breach by the Vendor of
any Vendor Warranty or as a result of any Claims under any guarantee or indemnity granted
in favour of the Purchaser under this Agreement shall be in reduction of the Consideration. |
| | | |
| (b) | Any
payment (including a reimbursement) made by the Purchaser to the Vendor in respect of any
Claim will be an increase of the Consideration. |
| 9.16 | Tax
effect of Claims |
| | |
| | If
a Party (Payor) is liable to pay an amount to another Party (Recipient) in
respect of a Claim and that payment is treated as income under the Tax Law such that the
payment increases the income tax payable by the Recipient, or the Head Company of any consolidated
group of which the Recipient is a member (collectively the Recipient Group) under
the Tax Law, then the payment must be grossed-up by such amount as is necessary to ensure
that the net amount retained by the Recipient Group after deduction of Tax or payment of
the increased income tax equals the amount the Recipient Group would have retained had the
Tax or increased income tax not been payable. |
| | |
| 9.17 | Purchaser
benefits |
| | |
| | In
assessing any Loss recoverable by the Purchaser as a result of any Claim, there must be taken
into account any benefit accruing to the Purchaser or the Company Group (including any amount
of any relief, allowance, exemption, exclusion, set-off, deduction, loss, rebate, refund,
right to repayment or credit granted or available in respect of a Tax or Duty under any law
obtained or obtainable by the Purchaser or the Company Group and any amount by which any
Tax or Duty for which the Purchaser or the Company Group are or may be liable to be assessed
or accountable is reduced or extinguished), arising directly or indirectly from the matter
that gives rise to that Claim. |
| | |
| 9.18 | Remedies |
| | |
| | It
is the parties’ intention that the remedies set out in this Agreement are cumulative
with and not exclusive to the rights, power or remedies provided by law independently of
this Agreement. |
| 10. | WARRANTIES
BY THE PURCHASER |
| | |
| 10.1 | Purchaser
Warranties |
| | |
| | The
Purchaser represents and warrants that each of the Purchaser Warranties are true and accurate
on the Execution Date and immediately before Settlement. |
| | |
| 10.2 | Independent
Warranties |
| | |
| | Each
of the Purchaser Warranties is to be construed independently of the others and is not limited
by reference to any other Purchaser Warranty. |
| | |
| 10.3 | Reliance |
| | |
| | The
Purchaser acknowledges that the Vendor has entered into this Agreement and will complete
this Agreement in reliance on the Purchaser Warranties. |
| 11. | PARTY
AS TRUSTEE |
| | |
| 11.1 | Capacity |
| | |
| | If
any party (Trustee) enters into this Agreement in the capacity as trustee of any trust
(Trust) under any trust deed, deed of settlement or other instrument (Trust Deed),
and whether or not any other party has notice of the Trust, then the Trustee enters into
this agreement both as trustee of the Trust and in its personal capacity. |
| 11.2 | Trustee’s
warranties |
| | |
| | The
Trustee represents and warrants as at the Execution Date and immediately before Settlement
that: |
| (a) | it
is the only trustee of the Trust and no action has been taken or is proposed to remove it
as trustee of the Trust; |
| | | |
| (b) | the
Trustee has power under the Trust Deed and, in the case of a corporation, under its constitution,
to enter into and execute this Agreement and to perform the obligations imposed under this
Agreement as trustee; |
| | | |
| (c) | all
necessary resolutions have been passed as required by the Trust Deed and, in the case of
a corporate Trustee, by its constitution, in order to make this agreement fully binding on
the Trustee; |
| | | |
| (d) | the
execution of this Agreement is for the benefit of the beneficiaries of the Trust; |
| | | |
| (e) | the
Trustee is not, and has never been, in default under the Trust Deed; |
| | | |
| (f) | it
has a right to be fully indemnified out of the Trust assets in respect of obligations incurred
by it under this Agreement and the assets of the Trust are sufficient to satisfy that right
of indemnity; |
| | | |
| (g) | there
is not now, and the Trustee will not do anything by virtue of which there will be in the
future, any restriction or limitation on the right of the Trustee to be indemnified out of
the assets of the Trust; and |
| | | |
| (h) | there
is no material fact or circumstance relating to the assets, matters or affairs of the Trust
that might, if disclosed, be expected to affect the decision of the other Parties, acting
reasonably, to enter into this Agreement. |
| 12. | CONDUCT
AFTER SETTLEMENT |
| | |
| 12.1 | Appointment
of proxy |
| | |
| | From
Settlement until the Company Shares are registered in the name of the Purchaser, the Vendor
must: |
| (a) | appoint
the Purchaser as the sole proxy of the holders of the Company Shares to attend shareholders’
meetings and exercise the votes attaching to the Company Shares; |
| | | |
| (b) | not
attend and vote at any shareholders’ meetings; and |
| | | |
| (c) | take
all other actions in capacity of a registered holder of the Company Shares as the Purchaser
directs. |
| (a) | The
Purchaser must ensure that all Records in respect of the period ending on the Settlement
Date are preserved and accessible until the later of: |
| (i) | seven
years from the Settlement Date; and |
| | | |
| (ii) | any
date required by any Statute. |
| (b) | The
Vendor may retain after Settlement copies of any Records and to the extent not retained,
the Purchaser must at all reasonable times, upon the Vendor giving reasonable notice, grant
to the Vendor or any of their Representatives access to the Records during normal business
hours and the right to take copies of the Records (at the Vendor’s cost): |
| (i) | that
are, or are reasonably likely to be, relevant to any investigation by a Governmental Authority
or any litigation that is actual, pending or threatened at Settlement or relates to the period
prior to Settlement; |
| | | |
| (ii) | for
the purpose of dealing with the accounting, Tax, financial or insurance affairs of the Vendor
or any Affiliate of the Vendor; |
| | | |
| (iii) | necessary
for the Vendor or any Affiliate of the Vendor to comply with any Statute (including any applicable
Tax Law) and for the purpose of assisting the Vendor to prepare Tax or other returns, accounts
or other financial statements required of the Vendor or any Affiliate of the Vendor by law
or any other regulatory requirements of any Governmental Authority; or |
| | | |
| (iv) | reasonably
required for the purpose of the Vendor complying with its obligations or exercising their
rights under this Agreement. |
| 13. | CONFIDENTIALITY |
| | |
| 13.1 | Terms
to remain confidential |
| | |
| | Each
Party is to keep confidential the terms of this Agreement, and any other Confidential Information
obtained in the course of furthering this Agreement, or during the negotiations preceding
this Agreement, and is not to disclose it to any person except: |
| (a) | to
officers, employees, shareholders, legal advisers, auditors and other consultants requiring
the information for the purposes of this Agreement; |
| | | |
| (b) | with
the consent of the Party or Parties which own the Confidential Information; |
| | | |
| (c) | if
the information is, at the date of this Agreement, lawfully in the possession of the recipient
of the information through sources other than any of the other Parties; |
| | | |
| (d) | if
required by law or a stock exchange; |
| | | |
| (e) | if
strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
| | | |
| (f) | if
the information is generally and publicly available other than as a result of a breach of
confidence; or |
| | | |
| (g) | to
a financier or prospective financier (or its advisers) of a Party. |
| 13.2 | Disclosure
of Information |
| | |
| | A
Party disclosing Confidential Information must use all reasonable endeavours to ensure that
persons receiving Confidential Information from it do not disclose the information except
in the circumstances permitted in clause 13.1. |
| (a) | Subject
to clause 13.3(b), a Party may not make any public announcement relating to this Agreement
(including the fact that the Parties have executed this Agreement) unless the other Parties
have consented to the announcement, including the form and content of that disclosure, which
consent must not be unreasonably withheld, unless the announcement would be permitted under
the exemption in clauses 12.1(d) or 12.1(f). |
| | | |
| (b) | The
Parties acknowledge and agree that the Purchaser may be listed on NASDAQ, and subject to
listing, will be subject to continuous disclosure obligations applicable to that exchange.
Accordingly, the Company and the Vendor acknowledge and consent to the fact that details
of this Agreement, the identity of the Company and the Vendor and the assets and undertaking
of the Company may need to be disclosed in public announcements to NASDAQ. |
| 13.4 | Obligations
continuing |
| | |
| | The
obligations under this clause 13 contain obligations, separate and independent from the other
obligations of the Parties and remain in existence for a period of two (2) years from the
Execution Date, regardless of Settlement or any termination of this Agreement. |
| 14. | RESTRICTIONS
AGAINST COMPETITION |
| | |
| 14.1 | Non
compete covenant |
| | |
| | The
Vendor covenant that, during the Restraint Period, they shall not, without the prior written
consent of the Purchaser, engage or be involved in (either directly or indirectly) a Restricted
Business. |
| 14.2 | No
solicitation of customers |
| | |
| | The
Vendor covenant that, during the Restraint Period, they shall not approach (either solely
or jointly with any other person in any capacity whatsoever) any person whom the Vendor are
aware is a customer of or client of any Company Group Member at Settlement for the purpose
of persuading that person to cease doing business with the Company Group Member or reduce
the amount of business that the customer or client would normally do with the Company Group
Member. |
| | |
| 14.3 | No
acceptance of business |
| | |
| | The
Vendor covenant that they shall not accept from a person referred to in clause 14.2 any business
of the kind ordinarily forming part of the Restricted Business for the Restraint Period. |
| | |
| 14.4 | No
solicitation of employees or agents |
| | |
| | During
the period of 12 months from Settlement, the Vendor must not approach or solicit any person
who is or has been a director, manager, employee of or consultant to the Company Group who
is or may be likely to be in possession of any confidential information or trade secrets
relating to the business of: |
| (a) | the
Company Group; or |
| | | |
| (b) | the
Company Group’s customers, |
| | | |
| | for
the purpose of recruiting that person. |
| 14.5 | Restraints
reasonable |
| (a) | The
Vendor acknowledge that all the prohibitions and restrictions contained in this clause 14
are reasonable in the circumstances and necessary to protect the goodwill of the Business
as at the Settlement Date, and intend the restraints to operate to the maximum extent. |
| | | |
| (b) | If
these restraints: |
| (i) | are
void as unreasonable for the protection of the Company Group’s interests; or |
| | | |
| (ii) | would
be valid if part of the wording was deleted or the period or area was reduced, |
| | | |
| | the
restraints will apply with the modifications necessary to make them effective. |
| 14.6 | Severability |
| | |
| | If
any part of an undertaking in this clause 14 is unenforceable it may be severed without affecting
the remaining enforceability of that or the other undertakings. |
| 14.7 | Interpretation |
| | |
| | In
this clause 14: |
| (a) | Restraint
Area means the larger of: |
| (i) | Perth,
Sydney, Melbourne, Brisbane, Adelaide, Canberra, Hobart and Darwin; |
| | | |
| (ii) | Western
Australia, New South Wales, Victoria, Queensland, South Australia, Australian Capital Territory,
Tasmania and Northern Territory; |
| | | |
| (iii) | Australia;
and |
| | | |
| (iv) | The
United States of America; |
| (b) | Restraint
Period means the period from Settlement up to the expiration of: |
| (i) | 3
years from the Settlement Date; |
| | | |
| (ii) | 2
years from the Settlement Date; |
| (iii) | 1
year from the Settlement Date; and |
| | | |
| (iv) | 6
months from the Settlement Date. |
| (c) | Restricted
Business means any business that: |
| (i) | is
the same or substantially the same as the Business; or |
| | | |
| (ii) | competes
in the Restraint Area with the Business. |
| 14.8 | Application
of Restraint of Trade |
| | |
| | The
agreements by the Vendor in clauses 14.1, 14.2, 14.3 and 14.4 applies to them acting: |
| (a) | either
alone or in partnership or association with another person; |
| | | |
| (b) | as
principal, agent, representative, director, officer or employee; |
| | | |
| (c) | as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| | | |
| (d) | as
trustee of or as a consultant or adviser to any person. |
| 14.9 | Excluded
activities |
| | |
| | This
clause 14 does not restrict the Vendor from: |
| (a) | any
act required or anticipated by this Agreement, or any act otherwise undertaken with the prior
written consent of the Purchaser; or |
| | | |
| (b) | the
Vendor, Warrantor or any of their Affiliates acquiring an interest in any company which is
listed on a recognised stock exchange in circumstances where its voting power (as that term
is defined in the Corporations Act) in the relevant company does not exceed 5%. |
| 15. | NOTICES
AND OTHER COMMUNICATIONS |
| | |
| 15.1 | Service
of notices |
| | |
| | A
notice, demand, consent, approval or communication under this Agreement (Notice) must
be: |
| (a) | in
writing, in English and signed by a person duly authorised by the sender; and |
| | | |
| (b) | hand
delivered or sent by prepaid post, courier or means of an electronic communication to the
recipient’s address for Notices specified in clause 15.2, as varied by any Notice given
by the recipient to the sender. |
| 15.2 | Address
of Parties |
| | |
| | The
initial address of the Parties shall be as follows: |
| | Address: | 283
Rokeby Road, Subiaco WA 6008 |
| | Email: | natraj@braiin.com |
| | Attention | Chief
Executive Officer |
| (b) | to
the Vendor and/or the Company at: |
| | Address: | 7
Merrafields Court, Taylors Lakes VIC 3038 |
| | Email: | neil.saligrama@gmail.com |
| | Attention | Neil
Saligrama |
| | The
email addresses in this clause 15.2 are deemed to be the Nominated Email Address for
each of the Parties. |
| 15.3 | Electronic
Communications |
| | |
| | Notices
may be delivered using a form of electronic communication or if a Party (the Notifying
Party) gives a Notice to the other Parties stating that electronic communications is
no longer an accepted form of communication for Notices addressed to the Notifying Party. |
A
Notice given in accordance with clause 15.1 takes effect when taken to be received (or at a later time specified in the Notice), and
is taken to be received:
| (a) | if
hand delivered, on delivery; |
| (b) | if
sent by prepaid post, on the second Business Day after the date of posting (or on the eighth
Business Day after the date of posting if posted to or from a place outside Australia); |
| (c) | if
sent by courier, on the date of delivery (as stated in the consignment tracking advice obtained
from the courier company); |
| (d) | if
sent by electronic communication, when the electronic communication becomes capable of being
retrieved by the addressee at the addressee’s Nominated Electronic Address, |
but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee’s time) on a Business Day, the
Notice is taken to be received at 9.00am (addressee’s time) on the next Business Day.
If
a dispute arises in connection with this Agreement, a Party to the dispute must give to the other Parties a dispute notice specifying
the dispute and requiring its resolution under this clause 16 (Notice of Dispute).
| 16.2 | Failure
to resolve dispute |
If
the dispute the subject of the Notice of Dispute is not resolved within 7 days of the Notice of Dispute being given to the other Parties
(Notice Period), the dispute is, by reason of this clause, submitted to mediation. The mediation must be conducted in Perth, Western
Australia. The Institute of Arbitrators & Mediators Australia Expedited Commercial Arbitration Rules (dated 13 August 1999) (Rules)
apply to the mediation to the extent that such Rules do not conflict with this clause 16.
| 16.3 | Appointment
of mediator |
If
the Parties have not agreed upon the mediator and/or the mediator’s remuneration within 7 days after the Notice Period expires,
then, to the extent that there is no agreement between the Parties:
| (a) | the
mediator will be the person appointed by; and |
| (b) | the
remuneration of the mediator will be the amount or rate determined by, |
the
President of the Law Society of Western Australia or the President’s nominee, acting on the request of either Party.
If
a dispute, the subject of a Notice of Dispute, is not settled by mediation within 28 days of the date of appointment of the mediator,
a Party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
| 16.5 | Injunctive
declaratory or other interlocutory relief |
Nothing
in this clause 16 prevents a Party from obtaining injunctive, declaratory or other interlocutory relief from any court of competent jurisdiction
at any time.
| (a) | Notwithstanding
any provision in this Agreement, this clause 17 covers the GST liabilities of the Parties
in relation to a Taxable Supply made by one Party under this Agreement (the Provider)
to the other Party under this Agreement (the Recipient). |
| (b) | The
Recipient must pay to the Provider the amount equal to the amount of any GST the Provider
is liable to pay on any Taxable Supply made by the Provider under this Agreement (Provider’s
Taxable Supply). |
| (c) | The
Recipient must pay the Provider the amount in respect of GST the Recipient is liable to pay
on each Provider’s Taxable Supply at the same time and in the same manner as the Recipient
is obliged to pay for the Provider’s Taxable Supply provided that the Recipient may
withhold payment of any amount in respect of GST until the Provider issues the Recipient
with a valid Invoice covering the relevant Taxable Supply. |
| (d) | Unless
specific reference is made, the price for each Provider’s Taxable Supply provided for
by this Agreement does not include GST. |
If
GST is payable, or notionally payable, on a supply made under or in connection with this Agreement, the Party providing the consideration
for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply
(the GST Amount). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration
for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to the
GST inclusive or the supply is subject to reverse charge.
Where
any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced
by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
If
an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST Amount will be recalculated
to reflect that adjustment and an appropriate payment will be made between the Parties.
This
clause will not merge upon Settlement and will continue to apply after the expiration or termination of this Agreement.
Unless
the context requires otherwise, words and phrases used in this clause that have a specific meaning in the GST law (as defined in the
GST Act) will have the same meaning in this clause.
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory
to that Party) required by law or reasonably requested by the other Parties to give effect to this Agreement.
| (a) | All
Duty assessed on or in respect of this Agreement shall be paid by the Purchaser. |
| (b) | Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation
and execution of this Agreement. |
This
Agreement may only be amended in writing signed by each of the Parties.
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent
of the other Parties.
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement.
Unless
this Agreement expressly provides otherwise, a consent under this Agreement may be given or withheld in the absolute discretion of the
Party entitled to give the consent and to be effective must be given in writing.
Without
limiting any other provision of this Agreement, the Parties agree that:
| (a) | failure
to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under this Agreement by a Party
does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise
or enforcement, of that or any other right, power or remedy provided by law or under this
Agreement; |
| (b) | a
waiver given by a Party under this Agreement is only effective and binding on that Party
if it is given or confirmed in writing by that Party; and |
| (c) | no
waiver of a breach of a term of this Agreement operates as a waiver of another breach of
that term or of a breach of any other term of this Agreement. |
The
rights and obligations of the Parties under this Agreement do not merge on Settlement of any transaction contemplated by this Agreement.
The
provisions of this Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted
substitutes and assigns and (where applicable) legal personal representatives.
| (a) | Each
indemnity in this Agreement is a continuing obligation, separate and independent from the
other obligations of the Parties, and survives termination, completion or expiration of this
Agreement. |
| (b) | It
is not necessary for a Party to incur expense or to make any payment before enforcing a right
of indemnity conferred by this Agreement. |
This
Agreement constitutes the entire understanding of the Parties with respect to the subject matter and replaces all other agreements (whether
written or oral) between the Parties.
| 19.12 | No
Representation or Reliance |
| (a) | Each
Party acknowledges that no Party (nor any person acting on its behalf) has made any representation
or other inducement to it to enter into this Agreement, except for representations or inducements
expressly set out in this Agreement. |
| (b) | Each
Party acknowledges and confirms that it does not enter into this Agreement in reliance on
any representation or other inducement by or on behalf of any other Party, except for any
representation or inducement expressly set out in this Agreement. |
| (a) | This
Agreement may be executed in any number of counterparts. All counterparts will be taken to
constitute one instrument. |
| (b) | To
the extent permitted by law, a counterpart of this Agreement may be executed electronically,
including by using software or a platform for the electronic execution of contracts. |
| (c) | Signatures
by electronic communication are taken to be valid and binding to the same extent as original
signatures. A print out of the executed Agreement once all parties signing electronically
have done so, will be an executed original counterpart of this Agreement, irrespective of
which Party prints it. |
| (d) | Each
Party that signs this Agreement electronically represents and warrants that it or anyone
signing on its behalf: |
| (i) | has
been duly authorised to enter into and execute this Agreement electronically and to create
obligations that are valid and binding obligations on the Party; and |
| (ii) | has
the position or title indicated under their electronic signature. |
| 20. | GOVERNING
LAW AND JURISDICTION |
| (a) | Each
Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia,
and the courts competent to determine appeals from those courts, with respect to any proceedings
which may be brought at any time relating to this Agreement. |
| (b) | Each
Party also irrevocably waives any objection it may now or in the future have to the venue
of any proceedings, and any claim it may now or in the future have that any proceedings have
been brought in an inconvenient forum, where the venue falls within clause 20.1(a). |
This
Agreement is governed by and will be construed in accordance with the laws of Western Australia.
| EXECUTED by
the Parties as an Agreement. |
|
|
| EXECUTED by |
) |
|
| BRAIIN LIMITED |
) |
|
| ACN 660 713 093 |
) |
|
| in accordance
with section 127 of the |
) |
|
| Corporations Act 2001 (Cth): |
) |
|
 |
|
 |
| Signature
of director |
|
Signature
of director/company secretary* |
| Natraj
Balasubramanian |
|
Jay
Stephenson |
| Name of director |
|
Name of director/company secretary* |
| |
|
|
| *please delete as applicable |
|
|
| EXECUTED by |
) |
|
| GOMAZZ PTY. LTD. |
) |
|
| ACN 067 402 368 |
) |
|
| as trustee
for Georgiou Family Trust |
) |
|
| in accordance
with section 127 of the |
) |
|
| Corporations Act 2001 (Cth): |
) |
|
 |
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| Chris
Georgiou |
|
|
| Name of director |
|
Name of director/company secretary* |
| |
|
|
| *please delete as applicable |
|
|
| EXECUTED by |
) |
|
| CONNECT SIMPLE PTY LTD |
) |
|
| ACN 673 352 844 |
) |
|
| in accordance
with section 127 of the |
) |
|
| Corporations Act 2001 (Cth): |
) |
|
|
|
|
| Signature
of director |
|
Signature
of director/company secretary* |
| Chris
Georgiou |
|
|
| Name
of director |
|
Name of director/company secretary* |
| |
|
|
| *please delete as applicable |
|
|
S
C H E D U L E 1 – V E N D O R W A R R A N T I E S
| 1. | OWNERSHIP
AND STRUCTURE |
| 1.1 | Ownership
of the Shares |
| (a) | The
Company Shares comprise 100% of the issued share capital of the Company. |
| (b) | The
Vendor is the registered holders of 100% of the Company Shares, which are free of any Encumbrance. |
| (c) | The
Vendor is authorised to sell, assign and transfer the full legal and beneficial ownership
of the Company Shares to the Purchaser on the terms set out in this Agreement (without restriction). |
| (d) | The
Company Shares are fully paid up and have been duly issued and allotted. |
No
person is entitled or has claimed to be entitled, to require any Company Group Member to issue any share capital either now or at any
future date (whether contingently or not). There are no agreements in force under which any person is or may be entitled to, or has the
right to call for the issue of, any shares in any Company Group Member or securities convertible into or exchangeable for shares in any
Company Group Member. No Company Group Member has given, granted or agreed to grant any option or right (whether contingent or not) in
respect of its unissued shares.
| 1.3 | No
Encumbrances or other arrangements |
No
Company Group Member:
| (a) | is
the holder or beneficial owner of any shares or other capital in any body corporate (wherever
incorporated); |
| (b) | is
a member of any partnership or other unincorporated association (other than a recognised
trade association); or |
| (c) | has
any permanent establishment outside the country in which it is incorporated. |
The
Vendor has the full power and authority to enter into and perform its obligations under this Agreement.
| (a) | The
Vendor has taken all necessary action to authorise the execution, delivery and performance
of this Agreement in accordance with its terms. |
| (b) | The
Vendor has obtained all necessary shareholder approvals and regulatory approvals necessary
to lawfully complete the Transaction. |
| 2.3 | No
Event of Insolvency |
No
Event of Insolvency has occurred in relation to the Vendor, nor, so far as the Vendor are aware, is there any act which has occurred
or any omission made which may result in an Event of Insolvency occurring in relation to the Vendor.
The
entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Vendor does not constitute
a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking,
by which the Vendor are bound.
The
Vendor enters into and perform this Agreement in its capacity as a trustee of a trust. The Vendor makes the warranties set out in clause
11.2.
The
entry into and performance of this Agreement and all documentation executed pursuant to this Agreement:
| (a) | will
not relieve any person of any contractual or other obligation to any Company Group Member
or entitle any person to re-negotiate the terms or conditions of any such obligation; |
| (b) | does
not and will not conflict with, violate or result in a breach by any Company Group Member
or the occurrence of an event of default under any agreement or any law, undertaking to or
judgment or Court order; |
| (c) | will
not result in any indebtedness, present or future, of any Company Group Member becoming due
or capable or being declared due and payable before the stated maturity date; |
| (d) | will
not give rise to any contractual or other obligation of any Company Group Member to any person
or entitle any person to require the performance of or compliance with any existing contractual
or other obligation of any Company Group Member; and |
| (e) | will
not, of itself, entitle any person with whom any Company Group Member has a contract or arrangement
of any kind to terminate that contract or arrangement or to impose less favourable terms
on any Company Group Member. |
| 4.1 | Incorporation
and Corporate Power |
Each
Company Group Member:
| (a) | is
duly registered, has full corporate power to own its assets and to carry on its Business
as now conducted; |
| (b) | has
done everything necessary to do business lawfully in all jurisdictions in which its Business
is carried on; and |
| (c) | has
conducted the Business in compliance with the constitution or other constituent documents
of that Company Group Member. |
The
constitution of each Company Group Member to be delivered to the Purchaser at Settlement and signed by a director for the purpose of
identification is the present constitution of the relevant Company Group Member and is accurate and complete in all respects. All resolutions
affecting the constitution have been given to the Purchaser.
| 4.3 | Statutory
Books and Returns |
| (a) | The
register of shareholders, statutory books and other registers of the Company Group are up
to date and have been properly kept in accordance with all legal requirements. No notice
or allegation that any of them is incorrect or should be rectified has been received, and
all transfers recorded in the register have been properly stamped. |
| (b) | All
returns, resolutions and other documents which the Company Group is required by law to file
with or deliver to ASIC or the equivalent Governmental Authority have been correctly completed
and duly filed or delivered. |
| (c) | No
Company Group Member has received notice of any application or intended application for altering
its register of shareholders or any other register which it is required by law to maintain. |
| 4.4 | Officers
Duly Appointed |
All
of the directors and secretaries of the Company Group have been duly appointed in accordance with the Corporations Act.
The
Vendor will not permit the name of any Company Group Member to be changed before Settlement and have not permitted and will not permit
before Settlement any Company Group Member to consent to the adoption by any other person or company of a name similar to the name of
any Company Group Member.
| 5.1 | Preparation
and Accuracy of Accounts |
The
Accounts:
| (a) | disclose
a true and fair view of the state of the affairs, financial position and assets and liabilities
of the Company Group as at the Accounts Date, and are complete and accurate in all material
respects; |
| (b) | include
all such reserves and provisions for Tax as are adequate to cover all Tax liabilities (whether
or not assessed and whether actual, contingent, deferred or otherwise) of the Company Group
up to the Accounts Date; |
| (c) | contain
adequate provisions in respect of all other liabilities (whether actual, contingent, deferred
or otherwise) of the Company Group as at the Accounts Date and proper disclosure (in note
form) of any contingent or other liabilities not included or provided therein; and |
| (i) | in
accordance with the Corporations Act and the Accounting Standards applied on a consistent
basis and without making any revaluation of assets; |
| (ii) | in
the manner described in the notes to them and the accompanying auditor’s opinion; and |
| (iii) | on
a consistent basis with the audited accounts for the previous financial year. |
| 5.2 | Period
Since Accounts Date |
Since
the Accounts Date, the Business has been conducted in all material respects in the ordinary and usual course of business other than for
the Transaction and:
| (a) | there
has not been any material change in the nature, amount, valuation or basis of valuation of
the assets or in the nature or amount of any liabilities of the Company Group; |
| (b) | so
far as the Vendor are aware, there has not arisen since the Accounts Date any item, transaction
or event of a material or unusual nature likely to have a Material Adverse Effect on the
operations or results or state of affairs of the Company Group; |
| (c) | no
amount has been acquired or disposed of, no liability has been incurred except in either
case in the ordinary course of business, and no contingent liability has been incurred by
any Company Group Member; |
| (d) | none
of the debts shown in the Accounts have been released or settled for an amount less than
that reflected for such debts in the Accounts (except in the ordinary course of the business); |
| (e) | all
dividends declared by the Company Group have been properly and validly declared and no dividends
have been declared by the Company since the Accounts Date; |
| (f) | no
Event of Insolvency has occurred in respect of any Company Group Member nor, as far as the
Vendor are aware, has any act occurred or any omission been made which may result in an Event
of Insolvency occurring in respect of any Company Group Member; |
| (g) | no
Prescribed Occurrence has occurred in respect of any Company Group Member nor has any act
occurred or any omission been made which may result in a Prescribed Occurrence occurring
in respect of any Company Group Member; and |
| (h) | there
has not been a material change in the remuneration or benefits paid to or given or expected
by the Officers of any Company Group Member. |
All
books of accounts and other records of any kind of the Company Group:
| (a) | have
been fully, properly and accurately kept on a consistent basis and completed in accordance
with: |
| (i) | proper
business and accounting practices; and |
| (ii) | (excluding
accounts, books, ledgers and other financial records) all applicable Statutes; |
| (b) | have
not had any material records or information removed from them; |
| (c) | do
not contain or reflect any material inaccuracies or discrepancies; |
| (d) | give
and reflect a true and fair view of the trading transactions, or the financial and contractual
position of the Company Group and of their assets and liabilities; and |
| (e) | are
in the possession of the Company Group. |
| 7. | CONTRACTS
AND COMMITMENTS |
Every
contract, instrument or other commitment to which any Company Group Member is a party is valid and binding according to its terms and,
without prejudice to any other warranty, so far as the Vendor are aware, no party to any such commitment is in material default under
the terms of that commitment.
Any
contract, transaction, arrangement or liability to which a Company Group Member is a party that involves, or likely to involve, obligations
or liabilities that, by reason of their nature or magnitude ought reasonably be made known to an intending buyer of the Company Shares.
No
Company Group Member has received any written notice that may materially affect the rights of that Company Group Member or the exercise
of any rights by that Company Group Member under an agreement that is material to the conduct of the Business.
No
Company Group Member is a party to a contract or arrangement in which the Transaction, or the change of control caused by the Transaction,
will breach the provisions or trigger a default of the contract or the arrangement
| 7.5 | No
contracts outside ordinary course of business |
No
Company Group Member is party to any contract or commitment entered into which is in existence and:
| (a) | is
outside the ordinary course of business; |
| (b) | even
if entered into in the ordinary course of business, involves or is likely to involve obligations
or liabilities which by reason of their magnitude or nature ought reasonably to be made known
to an intending purchaser of the Company Shares; or |
| (c) | is
not at arm’s length. |
At
Settlement, no sums will be owing to the Vendor or to any company or person related to the Vendor by any Company Group Member.
| 7.7 | No
contract by unilateral act |
No
offer, tender, quotation or the like given or made by any Company Group Member is capable of giving rise to a contract merely by any
unilateral act of a third party, other than in the ordinary course of business.
There
are no outstanding commitments of any Company Group Member for capital expenditure other than replacements and normal purchases of plant
and equipment in the ordinary course of business.
| 7.9 | No
foreign exchange exposure |
There
are no foreign exchange contracts binding any Company Group Member and there are no foreign exchange exposures of any Company Group Member.
No-one
is entitled to receive from any Company Group Member any finder’s fee, brokerage or other commission or benefit in connection with
the Transaction contemplated by this Agreement.
No
Company Group Member is party to any agreement, arrangement or understanding where it is or will be bound to share profits or waive or
abandon any rights.
| 7.12 | Standard
Terms and Conditions |
A
copy of any standard terms and conditions used by each Company Group Member has been provided to the Purchaser and, other than as disclosed
in the Due Diligence Materials, no Company Group Member has entered into an agreement or arrangement with a customer or supplier different
from these.
| 7.13 | Conditions
and Warranties in respect of goods and services |
Except
for a condition or warranty implied by law or contained in its standard terms of business, no Company Group Member has given a condition
or warranty, or made a representation, in respect of goods and services supplied or agreed to be supplied by it, or accepted an obligation
that could give rise to a liability after the goods or services have been supplied by it that will or would reasonably be likely to have
a Material Adverse Effect on the Company Group Member.
No
Company Group Member is subject to any agreement, arrangement or understanding that involves directly or indirectly any offer or payment
to any government official or any other third party to influence him or to assist in the obtaining or retaining of business, nor involves
any offer or payment to any other person while knowing or having reason to know that all or a portion of the matter offered or any such
payment would be made available or paid to any government official or third party for the same purpose.
| 7.15 | Securities
enforceable |
All
security (including any guarantee or indemnity) granted in favour of any Company Group Member is valid and enforceable by that member
against the grantor in accordance with the terms of that security.
| 7.16 |
No
Power of Attorney |
There
are no powers of attorney given by any Company Group Member in favour of any person which may come into force in relation to the Business
or any Company Group Member.
| 8. | RELATED
PARTY CONTRACTS |
| (a) | No
Company Group Member is a party to any contract or arrangement in which the Vendor are interested,
directly or indirectly, nor has there been any such contract or arrangement at any time during
the three years up to the Execution Date. |
| (b) | No
Company Group Member is a party to, or has had its profits or financial position during the
three financial years ended on the Accounts Date been affected by, any contract or arrangement
which is not of an entirely arm’s length nature. |
| (c) | The
Vendor are not a party to any outstanding agreement or arrangement for the provision of finance,
goods, services or other facilities to or by a Company Group Member or in any way relating
to a Company Group Member or its affairs. |
At
the Settlement Date, the Company will not have any Financial Debt, or owe any borrowing or other indebtedness of any description.
All
assets of the Company Group are listed in Schedule 5 and are:
| (b) | either
the absolute property of a Company Group Member free and clear of all Encumbrances (other
than a Permitted Encumbrance) or used by a Company Group Member under a contract under which
it is entitled to use the assets on the terms and conditions of such a contract; |
| (c) | not
the subject of any lease or hire purchase agreement or agreement for purchase on deferred
terms, other than in the ordinary course of business; and |
| (d) | in
the possession of a Company Group Member, its agent or nominee, |
except
as identified in Schedule 5 or otherwise as provided for or taken into account in the preparation of the Accounts.
| (a) | All
stock owned by the Company Group (Stock) is of good and merchantable quality, fit
for the purpose for which it is used. |
| (b) | The
level of Stock is in the reasonable opinion of the Vendor reasonable having regard to current
and expected demand. |
| (c) | The
Stock is in the reasonable opinion of the Vendor saleable in the usual course of the Business
in accordance with its current price list. |
| (d) | So
far as the Vendor are aware: |
| (i) | no
Company Group Member has supplied, or agreed to supply, goods that have been, or will be,
defective, or that fail, or will fail, to comply with their terms of sale; |
| (ii) | No
goods in a state ready for supply by a Company Group Member are, or will be, defective or
will fail to comply with terms of sale similar to terms of sale on which similar goods have
previously been sold by the Company Group Member; and |
| (iii) | the
amount of Stock in relation to the usual requirements of the Business at the time of Settlement
will be reasonable having regard to current and anticipated demand. |
| (e) | No
Company Group Member has acquired or agreed to acquire any material part of the Stock on
terms that the property in the Stock does not pass until full payment is made, except in
the ordinary course of the business. |
All
plant, machinery, vehicles and equipment owned by or used by a Company Group Member:
| (a) | are
in satisfactory repair and condition having regard to their age and fair wear and tear; |
| (b) | are
in satisfactory working order and have been regularly and properly maintained; |
| (c) | are
capable of performing the functions for which they are used; |
| (d) | are
recorded in the books of the Company Group Member; |
| (e) | so
far as the Vendor are aware, comply with all applicable laws, conform with all standards
and have not been repaired, altered, modified, operated or maintained in a way that would
void or otherwise affect any warranty provided by the suppliers of those assets; and |
| (f) | so
far as the Vendor are aware, are not dangerous, inefficient, out of date, unsuitable or in
need of renewal or replacement or surplus to the Company Group Member’s requirements. |
No
Company Group Member owns, leases or occupies any interest in land.
| 12.1 | Ownership
of intellectual property |
| (a) | The
Company is the exclusive legal and beneficial owner of Intellectual Property. |
| (b) | The
Intellectual Property does not infringe or misappropriate any third-party’s copyright,
trademark, patent or any other intellectual property rights. |
| (c) | No
claims or disputes have been made against the Company Group in relation to the Intellectual
Property. |
| (d) | The
Intellectual Property was not derived or created from an unauthorised source. |
| (e) | The
Company has not granted any licences to third parties in relation to the Intellectual Property,
nor is the Company under any obligation to grant any licence to use the Intellectual Property. |
| (f) | For
registered Intellectual Property, the registration is valid, enforceable and subsisting. |
| (g) | All
relevant information in relation to the Intellectual Property, including but not limited
to risks, limitations and usage history have been disclosed to the Purchaser. |
| 12.2 | Confidential
Information |
So
far as the Vendor are aware, there has not been any misuse or unauthorised disclosure of any Confidential Information.
| 12.3 | No
use by other persons |
The
Vendor are not aware of any use by any other person of any business name or trade mark owned or used by any Company Group Member.
| 12.4 | No
infringement of other right |
So
far as the Vendor are aware, none of the Intellectual Property Rights or other processes now or at any time employed or used by the Company
Group, constitute or may constitute an unauthorised infringement of any intellectual property rights of any other person.
| 13. | INFORMATION
TECHNOLOGY |
The
information technology and telecommunications systems, hardware and software owned or used by a Company Group Member in the conduct of
the Business as at the Execution Date (Systems) comprise all the information technology and telecommunications systems, hardware
and software necessary for the conduct of the Business as conducted at Settlement.
All
Systems are owned and operated by, and are under the control of a Company Group Member and are not wholly or partly dependent on any
facilities that are not under the ownership, operation or control of a Company Group Member.
Each
Company Group Member either owns or is validly licensed to use the software comprised in the Systems.
In
the 12 months before the Execution Date, there have been no bugs in, outages, failures, breakdowns or substandard performance of, any
systems that have had any Material Adverse Effect on the Business and the Vendor are not aware of any fact or matter that may cause any
such bug, outage, failure, breakdown or substandard performance following Settlement if the Systems are used on substantially the same
basis as they are used as at the Execution Date.
The
Company Group has valid and subsisting support agreements with the suppliers of the Systems under which preventive and corrective maintenance
services, software upgrades and helpdesk services for the Systems are provided to the Company Group.
The
Company Group has up to date disaster recovery plans for the Systems which are designed to minimise the impact of any loss of, damage
to, or material interruption in use of any System on the conduct of the Business and which comply with best information technology industry
practice.
The
Company Group applies reasonable security measures to prevent unauthorised access or damage to the Systems or destruction or corruption
of data stored or processed by the System.
| 14.1 | No
current litigation |
No
Company Group Member and no person for whom they may be vicariously liable, is engaged in any capacity in any prosecution, litigation,
arbitration proceedings or administrative or governmental challenge or investigation (Litigation).
| 14.2 | No
pending Litigation |
There
is no Litigation pending, threatened or anticipated against any Company Group Member or any person for whom any Company Group Member
may be vicariously liable.
| 14.3 | No
facts giving rise to Litigation |
So
far as the Vendor are aware, no fact or circumstance exists which may give rise to any Litigation which could materially affect the ability
of any Company Group Member continuing to operate the Business.
| 14.4 | No
outstanding judgments |
There
are no unsatisfied or outstanding judgments, orders, decrees, stipulations, or notices affecting any Company Group Member or any person
for whom any of them may be vicariously liable.
| 15.1 | Disclosure
of Company Insurance |
Schedule
4 accurately details all contracts of insurance and indemnity in force in respect of the property and assets of the Company Group (Company
Insurances).
| 15.2 | Insurance
contracts still valid |
The
Company Insurances are in force and there is no fact or circumstance known to the Vendor which would lead to any of them being prejudiced
or which would permit an insurer to refuse or reduce a claim or materially increase the premiums payable under the policies. So far as
the Vendor are aware, none of the Company Insurances will be terminated or cease to have effect as a result of the transactions contemplated
by this Agreement.
All
premiums in respect of the Company Insurances will have been paid before the Settlement Date.
| 15.4 | No
claims remain unpaid |
There
are no material Claims made but unpaid under the Company Insurances or any insurance policies previously held, and no material threatened
or pending Claims, and there are no events or circumstances which may give rise to any such Claim.
No
Company Group Member has failed to give any notice or to present any Claim of which the Vendor are aware with respect to the Business
under any existing insurance policy.
| 15.6 | No
outstanding requirements or recommendations |
No
Company Group Member has been notified by any insurer that it is required or that it is advisable for it to carry out any maintenance,
repairs or other work in relation to any assets of the Business.
| 15.7 | Insurance
only relevant to Business |
The
insurances effected by the Company Group do not cover or otherwise relate to any assets or premises other than those owned and used by
the Company Group or any risks or liabilities other than those which may be incurred by the Company Group.
| (a) | All
Tax and Duty arising under any Tax Law for which any Company Group Member is liable or for
which any Company Group Member is liable to account has been duly paid or accrued (in so
far as such Tax or Duty ought to have been paid or accrued). |
| (b) | No
Company Group Member is, or will in the future become, subject to any Tax or Duty on or in
respect of or by reference to its profits, gains, income, sales, disposals of or transactions
in relation to assets, inventory, or other property for any period up to and including settlement
in excess: |
| (i) | of
the provision for Tax and Duty included in the Accounts; and |
| (ii) | any
additional provision of Tax and Duty recorded in the financial records or management accounts
of the Company Group between the Accounts Date and the Settlement Date. |
| (c) | No
Company Group Member has done anything which has or would give rise to a liability to Tax
under the Taxation (Unpaid Company Tax) Assessment Act 1982 (Cth), whether or not
that liability has been discharged. |
Any
obligation on a Company Group Member under any Tax Law to withhold amounts at source has been complied with.
| (a) | Each
Company Group Member has submitted any necessary information, notices, computations and returns
to the relevant Governmental Authority in respect of any Tax or any Duty relating to the
Company Group Member. |
| (b) | No
tax return, election or notice lodged or filed by any Company Group Member contains either
of the following: |
| (i) | a
false or misleading statement or omits to refer to a matter which is required to be included
or without which the statement is false or misleading; or |
| (ii) | a
material error or a material omission relating to the assessment of Tax of the Company Group
Member; and |
| (c) | The
Company Group has maintained sufficient records to support all returns lodged or filed relating
to Tax and Duty and to comply with any Tax Law. |
No
Company Group Member has within the past 12 months suffered any investigation, audit or visit by the Commissioner of Taxation or any
other taxation authority, and, so far as the Vendor are aware, there is no such investigation audit or visit planned for the next 12
months.
| 16.5 | Penalties
and Interest |
No
Company Group Member has since incorporation paid or become liable to pay, nor are there any circumstances known to the Vendor by reason
of which the Company Group Member is likely to become liable to pay any fine, penalty, surcharge or interest whether charged by virtue
of the provisions of any Tax Law.
Each
Company Group Member has maintained proper and adequate records to enable it to comply in material respects with its obligations to:
| (a) | prepare
and submit any information, notices, computations, payments and returns required in respect
of any Tax Law; |
| (b) | prepare
any accounts necessary for compliance with any Tax Law; and |
| |
(c) |
retain
necessary records as required by any Tax Law, and such records are accurate in all material respect. |
Each
Company Group Member has:
| (a) | complied
with the provisions of Part 3-6 of the ITAA 97 and has maintained records of all franking
debits and franking credits which are sufficient for the purposes of that legislation; |
| (b) | franked
the required amount to all dividends paid since the Accounts Date; |
| (c) | not
done anything or been involved in any scheme, arrangement or transaction or series of schemes,
arrangements or transactions which, or any part of which, caused or may cause a franking
debit to arise in the Company Group Member’s franking account; and |
| (d) | not
been party to or otherwise involved in any transaction which caused a franking deficit to
arrive at the end of the franking year following the Accounts Date including by franking
a dividend paid after the Accounts Date. |
None
of the Company Group Members have a share capital account that is tainted under Section 160ARDM of the ITAA 36 or within division 197
of the ITAA 97 by the transfer of an amount to the share capital account from any of its other accounts.
No
Company Group Member has sought capital gains tax relief under sub division 126 of the ITAA 97 or Section 160ZZO of the ITAA 36 in respect
of any asset acquired by any Company Group Member and that is still owned by any Company Group Member immediately after Settlement.
No
Company Group Member has made a false or misleading statement to a taxation officer within the meaning of any Tax Law in relation to
any income or franking year and there is no unresolved dispute with any Revenue Authority involving the Company Group.
| 16.11 | Interposed
Entity Election |
No
Company Group Member has ever made an interposed entity election pursuant to the trust loss provisions of the ITAA 36.
| 16.12 | Australian
Residents |
Each
Company Group Member is and has throughout the period since incorporation been resident in Australia for corporation tax purposes and
if the Company Group Member is not resident it is not a company incorporated in Australia.
No
Company Group Member has been a party to, or has participated in transactions or arrangements that could give rise to the exercise by
the relevant authority of its powers under the Tax Law in relation to losses and outgoings incurred under tax avoidance schemes or in
relation to international agreements or schemes to reduce income tax, or any other discretionary powers of the relevant Revenue Authority
under the Tax Law by virtue of which transactions or arrangements entered into by any entity with the Company Group may be reopened,
revised or given an interpretation different from that adopted by the relevant entity with the Company Group.
The
office of public officer as required by Tax Law has always been occupied.
| (a) | Any
GST required to be paid by a Company Group Member has been imposed, obtained and remitted
to the correct Revenue Authority in accordance with its commitments under the GST legislation.
Each Company Group Member has complied with all of its obligations under the GST legislation
and other legislation associated with the introduction of the GST. |
| (b) | If
under or by virtue of any agreement to which a Company Group Member is a party, any GST is
liable to be paid in connection with any Taxable Supply made by the Company Group Member
under that agreement, the Company Group Member will be entitled to recover from the party
required to pay for the Taxable Supply an amount so that after meeting any liability to pay
GST the Company Group Member retains the same amount as if GST was not payable in connection
with the Taxable Supply. |
| 16.16 | Stamp
Duty and other Tax |
All
stamp duty and other Tax and Duty payable in respect of every agreement, document or transaction to which a Company Group Member is or
has been a party or by which a Company Group Member derives or has derived, a substantial benefit, has been duly paid.
| 17.1 | Employee
Entitlements |
Other
than arising in the ordinary course of business before the Settlement Date, the Company is not under, nor will it assume before the Settlement
Date, any liability for any pension, lump sum retiring allowance or redundancy payment or any liability with respect to holiday, long
service or sick leave entitlement.
So
far as the Vendor are aware, each of the contracts entered into by each Company Group Member with any contractors are enforceable against
the Parties to it and so far as the Vendor are aware, there is no party in breach of, or in default under, any such contract.
| 17.3 | No
collective agreements |
No
Company Group Member is a party to any collective agreement or enterprise bargaining agreement or other agreement or arrangement nor
is any Company Group Member involved in or likely to be involved in any industrial dispute with any trade union or other organisation
of employees, which will or would reasonably be likely to, have a Material Adverse Effect on the Company Group Member.
| 17.4 | No
changes to directors’ benefits |
Since
the Accounts Date, the Company Group has not paid any remuneration or fees to its directors other than normal remuneration to executive
directors.
| 17.5 | Compliance
with awards and agreements |
So
far as the Vendor are aware, in respect of former employees, the Company Group has complied with all applicable industrial awards and
agreements and all statutory requirements.
| 17.6 | Compliance
with Statutes |
So
far as the Vendor are aware, the Company Group has complied in all material respects with all applicable Statutes directed at:
| (a) | avoiding
all forms of discrimination with respect to employees; |
| (b) | providing
long service leave benefits to employees; |
| (c) | providing
training and career assistance to employees; and |
| (d) | providing
for affirmative action programmes, |
and
there are no outstanding claims against or payments due from any Company Group Member under such Statutes.
| 17.7 | No
Offer of Employment |
Other
than in the ordinary course of business, no Company Group Member has made any offer of work or any appointment of an individual (or any
company controlled by an individual as a senior executive, or as an independent contractor) for a term of 12 months or more or for payment
of AUD$50,000 or more per annum, that remains capable of acceptance and that cannot be terminated without penalty on less than 3 months’
notice.
The
Company has paid all amounts due to its employees and all amounts due to any third party in respect of its employees.
The
employment of each employee is on a casual basis and can be lawfully terminated on no more than one (1) months’ notice or less
without payment of any damages or compensation, including any severance or redundancy payments.
| 18.1 | All
material information |
Any
historical information actually known to the Vendor as at the Execution Date concerning the Company Group which might reasonably be regarded
as material to a purchaser for value of the Company Shares has been disclosed in the Due Diligence Materials.
| 18.2 | True,
complete and accurate |
All
historical information in the Due Diligence Materials concerning each Company Group Member or the Company Shares is true and accurate
in all material respects, and is not misleading or deceptive in any material respect.
| 18.3 | No
adverse circumstances |
There
are no circumstances known to the Vendor which might reasonably be expected to have a Material Adverse Effect on the Company Group.
| 18.4 | No
competing interests |
The
Vendor does not have any interest in any company or business which has a close trading relationship with or which is in competition with
a business conducted by the Company Group.
S
C H E D U L E 2 – P U R C H A S E R W A R R A N T I E S
PURCHASER
WARRANTIES
| (a) | The
Purchaser has full power and authority to enter into and perform its obligations under this
Agreement. |
| (b) | All
necessary authorisations for the execution, delivery and performance by the Purchaser of
this Agreement have been or will be obtained before Settlement. |
| (c) | The
entry into and performance of this Agreement and all documents executed pursuant to this
Agreement by the Purchaser does not constitute a breach of any obligation (including any
statutory, contractual or fiduciary obligation), or default under any agreement or undertaking
by which the Purchaser is bound. |
| (d) | No
Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which
has occurred or any omission made which may result in an Event of Insolvency occurring in
relation to the Purchaser. |
| (e) | The
Purchaser is validly incorporated, organised and subsisting in accordance with the laws of
its place of incorporation. |
| (f) | The
Purchaser enters into and performs this Agreement on its own account and not as trustee for
or nominee of any other person. |
| (g) | To
the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence
which is reasonably likely to give rise to a Claim against a Company Group Member. |
| (h) | There
is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or
arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration,
against a Company Group Member. |
| (i) | At
Settlement, the Purchaser will have the necessary power and authority to issue the Consideration
Shares to the Vendor. |
S
C H E D U L E 3 – C O M P A N Y A C C O U N T S
As
previously provided to the Purchaser
S
C H E D U L E 4 – C O M P A N Y I N S U R A N C E S
| INSURANCE
POLICY |
|
DETAILS
OF INSURANCES |
| |
|
|
| |
|
|
| |
|
|
As
previously provided to the Purchaser
S
C H E D U L E 5 – C O M P A N Y G R O U P A S S E T S
A
S P R E V I O U S L Y P R O V I D E D T O T H E P U R C H A S E R S C H E D U L E 6 – I N T E L L E C T U A L A N D T E C H N I
C A L P R O P E R T Y
As
previously provided to the Purchaser
Exhibit
3.1
CORPORATIONS
ACT 2001
CONSTITUTION
of
BRAIIN
LIMITED
ACN
660 713 093
C
O N T E N T S
| 1. |
INTERPRETATION |
1 |
| |
|
|
| |
1.1 |
Definitions |
1 |
| |
1.2 |
Interpretation |
4 |
| |
1.3 |
Corporations
Act Definitions |
4 |
| |
1.4 |
Status
of Constitution |
4 |
| |
1.5 |
General
Authorisation |
5 |
| |
1.6 |
Displacement
of Replaceable Rules |
5 |
| |
1.7 |
Enforceability |
5 |
| |
1.8 |
Jurisdiction |
5 |
| |
|
|
|
| 2. |
SHARE
CAPITAL AND VARIATION OF RIGHTS |
5 |
| |
|
|
| |
2.1 |
Rights
Attaching to Shares |
5 |
| |
2.2 |
Issue
of Shares |
5 |
| |
2.3 |
Share
Options |
5 |
| |
2.4 |
Variation
of class rights |
6 |
| |
2.5 |
Effect
of share issue on class rights |
6 |
| |
2.6 |
Preference
Shares |
6 |
| |
2.7 |
Recognition
of Trusts |
6 |
| |
2.8 |
Unregistered
Interests |
6 |
| |
2.9 |
Share
Certificates and Share Option Certificates |
6 |
| |
2.10 |
Section
1071H of the Corporations Act |
7 |
| |
2.11 |
Commissions |
7 |
| |
2.12 |
Restricted
Securities |
7 |
| |
2.13 |
Non-Issue
or Cancellation of Certificate |
8 |
| |
2.14 |
No
Prohibition on Foreign Ownership |
8 |
| |
2.15 |
Payment
of Interest out of Capital |
8 |
| |
|
|
|
| 3. |
MINIMUM
SHAREHOLDING |
8 |
| |
|
|
| |
3.1 |
Effect
of this Clause |
8 |
| |
3.2 |
Definitions |
8 |
| |
3.3 |
Minimum
Shareholding |
9 |
| |
3.4 |
Sale
of Listed Securities of Minority Member |
9 |
| |
3.5 |
Acceptance
of Offer |
9 |
| |
3.6 |
Appointment
of Attorney |
10 |
| |
3.7 |
Transfer |
10 |
| |
3.8 |
Proceeds
of Sale |
10 |
| |
3.9 |
Receipt
of Proceeds |
10 |
| |
3.10 |
Registration
of Purchaser |
10 |
| |
3.11 |
Remedies
Limited |
11 |
| |
3.12 |
Cost
of Sale of Listed Securities |
11 |
| |
3.13 |
Exemption
from clause 3 |
11 |
| |
3.14 |
Notice
to Exempt |
11 |
| |
3.15 |
Takeover
Offer or Announcement |
11 |
| |
3.16 |
Use
by Company of Clause 3 |
11 |
| |
3.17 |
Notice
to New Minority Members |
12 |
| |
|
|
|
| 4. |
UNCERTIFICATED
HOLDINGS AND ELECTRONIC TRANSFERS |
12 |
| |
|
|
| |
4.1 |
Electronic
or Computerised Holding |
12 |
| |
4.2 |
Statement
of Holdings |
12 |
| |
4.3 |
Share
Certificates |
12 |
| |
4.4 |
Listing
Rules |
12 |
| 5. |
LIEN |
12 |
| |
|
|
| |
5.1 |
Lien
for Members Debts |
12 |
| |
5.2 |
Generally |
13 |
| |
5.3 |
Exemption |
14 |
| |
5.4 |
Dividends |
14 |
| |
5.5 |
Sale
of Shares |
14 |
| |
5.6 |
Restrictions
on Sale |
14 |
| |
5.7 |
Person
Authorised to Sign Transfers |
15 |
| |
5.8 |
Proceeds
of Sale |
15 |
| |
5.9 |
Protection
of Lien under ASX Settlement Operating Rules |
15 |
| |
5.10 |
Further
Powers re Forfeited Shares and Liens |
15 |
| |
|
|
|
| 6. |
CALLS
ON SHARES |
15 |
| |
|
|
| |
6.1 |
Calls |
15 |
| |
6.2 |
Payment
of Calls |
15 |
| |
6.3 |
Quoted
Shares |
16 |
| |
6.4 |
Unquoted
Shares |
16 |
| |
6.5 |
Joint
Liability |
16 |
| |
6.6 |
Deemed
Calls |
16 |
| |
6.7 |
Differentiation
between Shareholders |
16 |
| |
6.8 |
Payments
in Advance of Calls |
16 |
| |
6.9 |
Outstanding
Moneys |
17 |
| |
6.10 |
Revocation/Postponement
or Extension |
17 |
| |
6.11 |
Compliance
with Listing Rules and Corporations Act |
17 |
| |
6.12 |
Waive |
17 |
| |
|
|
|
| 7. |
FORFEITURE
OF SHARES |
17 |
| |
|
|
| |
7.1 |
Failure
to Pay Call |
17 |
| |
7.2 |
Forfeiture |
17 |
| |
7.3 |
Sale
of Forfeited Shares |
18 |
| |
7.4 |
Continuing
Liability |
18 |
| |
7.5 |
Officer’s
Statement Prima Facie Evidence |
18 |
| |
7.6 |
Procedures |
18 |
| |
7.7 |
Listing
Rules and ASX Settlement Operating Rules |
18 |
| |
7.8 |
Waive |
18 |
| |
|
|
|
| 8. |
TRANSFER
OF SHARES |
19 |
| |
|
|
| |
8.1 |
Form
of Transfer |
19 |
| |
8.2 |
CHESS
Transfers |
19 |
| |
8.3 |
Participation
in CHESS |
19 |
| |
8.4 |
Registration
Procedure |
19 |
| |
8.5 |
Power
to Refuse to Register |
20 |
| |
8.6 |
Closure
of Register |
20 |
| |
8.7 |
Retention
of Transfers by Company |
20 |
| |
8.8 |
Power
to suspend registration of transfers |
20 |
| |
8.9 |
Powers
of Attorney |
20 |
| |
8.10 |
Other
Securities |
20 |
| |
8.11 |
Branch
Register |
20 |
| |
8.12 |
Compliance
with ASX Settlement Operating Rules |
21 |
| |
8.13 |
Issuer
Sponsored Subregister |
21 |
| |
8.14 |
Transferor
Holds Shares until Registration of Transfer |
21 |
| |
8.15 |
Waive |
21 |
| 9. |
TRANSMISSION
OF SHARES |
21 |
| |
|
|
| |
9.1 |
Death
of Shareholder Leaving a Will |
21 |
| |
9.2 |
Death
or Bankruptcy of Shareholder or the Shareholder becomes of unsound mind |
21 |
| |
9.3 |
Registration
by Transmission or to Beneficiary |
22 |
| |
9.4 |
Limitations
to Apply |
22 |
| |
9.5 |
Death
of a Joint Holder |
22 |
| |
9.6 |
Joint
Personal Representatives |
22 |
| |
9.7 |
ASX
Settlement Transfer |
22 |
| |
9.8 |
Joint
Holders |
22 |
| |
|
|
|
| 10. |
CHANGES
TO CAPITAL STRUCTURE |
23 |
| |
|
|
| |
10.1 |
Alterations
to Capital |
23 |
| |
10.2 |
Reduction
of Capital |
23 |
| |
10.3 |
Buy-Backs |
23 |
| |
10.4 |
Fractions |
24 |
| |
|
|
|
| 11. |
WRITTEN
RESOLUTIONS |
24 |
| |
|
|
| 12. |
GENERAL
MEETINGS |
24 |
| |
|
|
| |
12.1 |
Convening
of General Meetings of Shareholders by Directors’ Resolution |
24 |
| |
12.2 |
Change
of place or postponement of a General Meeting of Shareholders |
24 |
| |
12.3 |
Convening
of General Meetings of Shareholders by a Director or requisition |
24 |
| |
12.4 |
Cancellation
of a General Meeting of Shareholders |
25 |
| |
12.5 |
Notice |
25 |
| |
12.6 |
Irregularities
in giving notice |
25 |
| |
12.7 |
Business
at General Meeting |
26 |
| |
12.8 |
Notice
to Home Branch |
26 |
| |
12.9 |
Annual
General Meeting |
26 |
| |
|
|
|
| 13. |
PROCEEDINGS
AT GENERAL MEETINGS |
26 |
| |
|
|
| |
13.1 |
Quorum |
26 |
| |
13.2 |
Persons
Entitled to Attend a General Meeting |
26 |
| |
13.3 |
Refusal
of Admission to Meetings |
27 |
| |
13.4 |
Insufficient
room |
27 |
| |
13.5 |
Chairman |
27 |
| |
13.6 |
Vacating
Chair |
27 |
| |
13.7 |
Disputes
Concerning Procedure |
28 |
| |
13.8 |
General
Conduct |
28 |
| |
13.9 |
Adjournment |
28 |
| |
13.10 |
Notice
of Resumption of Adjourned Meeting |
28 |
| |
13.11 |
How
resolutions are decided |
28 |
| |
13.12 |
Casting
Vote |
28 |
| |
13.13 |
Voting
Rights |
28 |
| |
13.14 |
Voting
- Show of Hands |
29 |
| |
13.15 |
Results
of Voting |
29 |
| |
13.16 |
Poll |
29 |
| |
13.17 |
Manner
of Taking Poll |
29 |
| |
13.18 |
Meeting
May Continue |
29 |
| |
13.19 |
Voting
by Joint Holders |
29 |
| |
13.20 |
Shareholder
under Disability |
30 |
| |
13.21 |
Payment
of Calls |
30 |
| |
13.22 |
Objection
to Voting |
30 |
| |
13.23 |
Restrictions
on voting |
30 |
| |
13.24 |
Proxies |
30 |
| |
13.25 |
Electronic
Appointment of Proxy |
31 |
| |
13.26 |
Name
of proxy |
31 |
| |
13.27 |
Incomplete
proxy appointment |
31 |
| |
13.28 |
No
right to speak or vote if appointing Shareholder present |
32 |
| |
13.29 |
Rights
where 2 proxies or attorneys are appointed |
32 |
| |
13.30 |
More
than 2 proxies or attorneys appointed |
32 |
| |
13.31 |
Proxy
Votes |
32 |
| |
13.32 |
Representatives
of Corporate Shareholders |
32 |
| |
13.33 |
More
than one Representative present |
33 |
| |
13.34 |
Rights
of Representatives, proxies and attorneys |
33 |
| |
13.35 |
Board
may determine Direct Voting to apply |
33 |
| |
13.36 |
Direct
Voting instrument – form, signature and deposit |
34 |
| |
13.37 |
Voting
Forms |
34 |
| |
13.38 |
Direct
Votes count on a poll |
35 |
| |
13.39 |
Withdrawal
of a Direct Vote |
35 |
| |
13.40 |
Validity
of Direct Vote |
36 |
| |
|
|
|
| 13A. |
USE OF TECHNOLOGY AT GENERAL MEETINGS |
36 |
| |
|
|
|
| |
13A.1 |
Use
of technology |
36 |
| |
13A.2 |
Communication
of meeting documents |
37 |
| |
|
|
|
| 14. |
THE
DIRECTORS |
37 |
| |
|
|
| |
14.1 |
Number
of Directors |
37 |
| |
14.2 |
Rotation
of Directors |
37 |
| |
14.3 |
Election
of Directors |
38 |
| |
14.4 |
Additional
Directors |
38 |
| |
14.5 |
Removal
of Director |
38 |
| |
14.6 |
Vacation
of Office |
38 |
| |
14.7 |
Remuneration |
39 |
| |
14.8 |
Initial
Fees to Directors |
39 |
| |
14.9 |
Expenses |
39 |
| |
14.10 |
No
Share Qualification |
40 |
| |
|
|
|
| 15. |
POWERS
AND DUTIES OF DIRECTORS |
40 |
| |
|
|
| |
15.1 |
Management
of the Company |
40 |
| |
15.2 |
Borrowings |
40 |
| |
15.3 |
Attorneys |
40 |
| |
15.4 |
Cheques,
etc |
41 |
| |
15.5 |
Retirement
Benefits for Directors |
41 |
| |
15.6 |
Securities
to Directors or Shareholders |
41 |
| |
|
|
|
| 16. |
PROCEEDINGS
OF DIRECTORS |
41 |
| |
|
|
| |
16.1 |
Convening
a Meeting |
41 |
| |
16.2 |
Procedure
at Meetings |
41 |
| |
16.3 |
Quorum |
41 |
| |
16.4 |
Secretary
May Attend and Be Heard |
42 |
| |
16.5 |
Majority
Decisions |
42 |
| |
16.6 |
Casting
Votes |
42 |
| |
16.7 |
Alternate
Directors |
42 |
| |
16.8 |
Continuing
Directors May Act |
43 |
| |
16.9 |
Chairman |
43 |
| |
16.10 |
Committees |
43 |
| |
16.11 |
Written
Resolutions |
44 |
| |
16.12 |
Defective
Appointment |
44 |
| |
16.13 |
Directors
May Hold Other Offices |
44 |
| |
16.14 |
Directors
May Hold Shares, etc. |
44 |
| |
16.15 |
Directors
Not Accountable for Benefits |
44 |
| |
16.16 |
Disclosure
of Interests in Related Matters |
44 |
| |
16.17 |
Disclosure
of Shareholding |
45 |
| |
16.18 |
Related
Body Corporate Contracts |
45 |
| |
16.19 |
Voting,
Affixation of Seal |
45 |
| |
16.20 |
Home
Branch to be Advised |
45 |
| 17. |
MEETING
BY INSTANTANEOUS COMMUNICATION DEVICE |
45 |
| |
|
|
| |
17.1 |
Meetings
to be Effectual |
45 |
| |
17.2 |
Procedure
at Meetings |
46 |
| |
17.3 |
Minutes |
46 |
| |
17.4 |
Definition |
46 |
| |
|
|
|
| 18. |
MANAGING
AND EXECUTIVE DIRECTORS AND SECRETARIES |
46 |
| |
|
|
| |
18.1 |
Appointment |
46 |
| |
18.2 |
Remuneration |
47 |
| |
18.3 |
Powers |
47 |
| |
18.4 |
Rotation |
47 |
| |
18.5 |
Secretary |
47 |
| |
|
|
|
| 19. |
SEALS |
47 |
| |
|
|
| |
19.1 |
Common
Seal |
47 |
| |
19.2 |
Execution
of Documents Without a Seal |
47 |
| |
19.3 |
Share
Seal |
48 |
| |
|
|
|
| 20. |
ACCOUNTS,
AUDIT AND RECORDS |
48 |
| |
|
|
| |
20.1 |
Accounting
records to be kept |
48 |
| |
20.2 |
Audit |
48 |
| |
20.3 |
Inspection |
49 |
| |
|
|
|
| 21. |
MINUTES |
49 |
| |
|
|
| |
21.1 |
Minutes
to be Kept |
49 |
| |
21.2 |
Signature
of Minutes |
49 |
| |
21.3 |
Requirements
of the Corporations Act |
49 |
| |
|
|
|
| 22. |
DIVIDENDS
AND RESERVES |
49 |
| |
|
|
| |
22.1 |
Dividends |
49 |
| |
22.2 |
Interim
Dividend |
49 |
| |
22.3 |
No
Interest |
49 |
| |
22.4 |
Reserves |
50 |
| |
22.5 |
Carrying
forward profits |
50 |
| |
22.6 |
Alternative
Method of Payment of Dividend |
50 |
| |
22.7 |
Shareholders
entitled to dividend |
50 |
| |
22.8 |
Payment
of Dividends |
51 |
| |
22.9 |
Unclaimed
Dividends |
51 |
| |
22.10 |
Breach
of Restriction Agreement |
51 |
| |
|
|
|
| 23. |
CAPITALISATION
OF PROFITS |
51 |
| |
|
|
| |
23.1 |
Capitalisation |
51 |
| |
23.2 |
Application
of Capitalised Amounts |
51 |
| |
23.3 |
Procedures |
52 |
| |
|
|
|
| 24. |
BONUS
SHARE PLAN |
52 |
| |
|
|
| |
24.1 |
Authorisation
of Bonus Share Plan |
52 |
| |
24.2 |
Amendment
and Revocation |
52 |
| |
|
|
|
| 25. |
DIVIDEND
REINVESTMENT PLAN |
52 |
| |
|
|
| |
25.1 |
Authorisation
of Dividend Reinvestment Plan |
52 |
| |
25.2 |
Amendment
and Revocation |
53 |
| 26. |
NOTICES |
53 |
| |
|
|
| |
26.1 |
Service
by the Company to Shareholders |
53 |
| |
26.2 |
Service
of notices by the Company to Directors |
53 |
| |
26.3 |
Service
of notices by Directors, Alternate Directors and Shareholders to the Company |
53 |
| |
26.4 |
Deemed
receipt of Notice |
54 |
| |
26.5 |
Notice
to Joint Holders |
54 |
| |
26.6 |
Notices
to Personal Representatives and Others |
54 |
| |
26.7 |
Persons
Entitled to Notice |
54 |
| |
26.8 |
Change
of Address |
55 |
| |
26.9 |
Incorrect
Address |
55 |
| |
|
|
|
| 27. |
WINDING
UP |
55 |
| |
|
|
| |
27.1 |
Distribution
in Kind |
55 |
| |
27.2 |
Trust
for Shareholders |
55 |
| |
27.3 |
Distribution
in Proportion to Shares Held |
55 |
| |
|
|
|
| 28. |
INDEMNITIES
AND INSURANCE |
56 |
| |
|
|
| |
28.1 |
Liability
to Third Parties |
56 |
| |
28.2 |
Defending
Proceedings |
56 |
| |
28.3 |
Insurance |
56 |
| |
28.4 |
Disclosure |
57 |
| |
28.5 |
Definition |
57 |
| |
|
|
|
| 29. |
DIRECTORS’
ACCESS TO INFORMATION |
57 |
| |
|
|
|
| 30. |
OVERSEAS
SHAREHOLDERS |
57 |
| |
|
|
|
| 31. |
LOCAL
MANAGEMENT |
57 |
| |
|
|
| |
31.1 |
Local
Management |
57 |
| |
31.2 |
Local
Boards or Agencies |
58 |
| |
31.3 |
Appointment
of Attorneys |
58 |
| |
31.4 |
Authority
of Attorneys |
58 |
| |
|
|
|
| 32. |
DISCOVERY |
58 |
| |
|
|
| 33. |
COMPLIANCE
(OR INCONSISTENCY) WITH THE LISTING RULES |
58 |
| |
|
|
|
| 34. |
CONSISTENCY
WITH CHAPTER 2E OF THE CORPORATIONS ACT |
59 |
| |
|
|
|
| |
34.1 |
Requirements
of Chapter 2E |
59 |
| |
34.2 |
Definitions |
59 |
| |
|
|
|
| 35. |
INADVERTENT
OMISSIONS |
60 |
| |
|
|
| 36. |
PARTIAL
TAKEOVER PLEBISCITES |
60 |
| |
|
|
|
| |
36.1 |
Resolution
to Approve Proportional Off-Market Bid |
60 |
| |
36.2 |
Meetings |
60 |
| |
36.3 |
Notice
of Prescribed Resolution |
61 |
| |
36.4 |
Takeover
Resolution Deemed Passed |
61 |
| |
36.5 |
Takeover
Resolution Rejected |
61 |
| |
36.6 |
Renewal |
61 |
| |
|
|
|
| 37. |
TRANSITIONAL |
61 |
| |
|
|
| |
37.1 |
Provisions
Relating to Official Quotation of Securities |
61 |
| |
37.2 |
Severance |
61 |
| |
|
|
|
| SCHEDULE
1 – PREFERENCE SHARES (CLAUSE 2.6) |
62 |
CORPORATIONS
ACT
CONSTITUTION
of
BRAIIN
LIMITED
ACN
660 713 093
In
this Constitution:
Alternate
Director means a person appointed as an alternate director under clause 16.7.
ASIC
means Australian Securities and Investments Commission.
ASX
means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.
ASX
Settlement means ASX Settlement Pty Ltd (ACN 008 504 532).
ASX
Settlement Operating Rules means the operating rules of ASX Settlement.
ASX
Settlement Transfer means a transfer of quoted securities or quoted rights effected in:
| (a) | accordance
with the ASX Settlement Operating Rules; or |
| | | |
| (b) | substantial
accordance with the ASX Settlement Operating Rules and determined by ASX Settlement to be
an effective transfer. |
Auditor
means the Company’s auditor.
Bonus
Share Plan means a plan implemented under clause 24.
Business
Day means a day other than a Saturday, a Sunday, New Year’s Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas
Day, Boxing Day and any other day declared and published by ASX to be a day which is not a business day.
CHESS
Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement
Operating Rules, or such amended definition as may be prescribed by the Listing Rules from time to time.
CHESS
System means the Clearing House Electronic Subregister System operated by ASX Settlement or such other securities clearing house
as is approved pursuant to the Corporations Act and to which the Listing Rules apply.
Company
means Braiin Limited (ACN 660 713 093) or as it is from time to time named in accordance with the Corporations Act of this jurisdiction.
Constitution
means this Constitution as altered or amended from time to time.
Corporations
Act means the Corporations Act 2001 (Cth).
Corporations
Regulations means the Corporations Regulations 2001 (Cth).
Director
means a person appointed to the position of a director of the Company and where appropriate, includes an Alternate Director.
Directors
means all or some of the Directors acting as a board.
Direct
Vote means a notice of a Shareholder’s voting intention delivered to the Company by post, fax, electronic or other means approved
by the Board and otherwise in accordance with this Constitution and regulations, rules and procedures made by the Board in accordance
with clause 13.35.
Dispose
has the meaning ascribed to it by the Listing Rules.
Dividend
Reinvestment Plan means a plan implemented under clause 25.
Duty
means any transfer, transaction or registration duty or similar charge imposed by any Government Authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them.
Government
Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous
or not) charged with the administration of any applicable law.
Holding
Lock has the meaning ascribed to it by the Listing Rules.
Home
Branch means the state branch of ASX designated as such in relation to the Company by ASX.
Listed
Securities means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the
Company and officially quoted by ASX on its stock market.
Listing
Rules means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official
list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Loan
Securities includes:
| |
(a) |
unsecured
notes or unsecured deposit notes; |
| |
|
|
| |
(b) |
mortgage
debentures or mortgage debenture stock; |
| |
|
|
| |
(c) |
debentures
or debenture stock; and |
| |
|
|
| |
(d) |
for
the purposes of the Listing Rules, convertible loan securities. |
Office
means the registered office of the Company.
Officer
means any Director or Secretary of the Company or such other person within the meaning of that term as defined by the Corporations Act.
Official
List means the Official List of the ASX.
Prescribed
Rate means the interest rate which is 2% above the Reserve Bank of Australia cash rate as published or quoted from time to time,
or such other rate as may from time to time be fixed by the Directors, calculated daily.
Registered
Office means the registered office of the Company in the State.
Register
of Shareholders means the register of Shareholders kept by the Company in accordance with section 169 of the Corporations Act (including
any branch register and any computerised or electronic subregister established and administered under the ASX Settlement Operating Rules).
Related
Body Corporate means a corporation which by virtue of the provisions of section 50 of the Corporations Act is deemed to be related
to the relevant corporation and related has a corresponding meaning.
Representative
means a person authorised to act as a representative of a corporation under clause 13.32.
Restricted
Securities has the meaning ascribed to it by the Listing Rules.
Restriction
Deed has the meaning ascribed to it by the Listing Rules.
Seal
means the common seal of the Company and includes any official seal and, where the context so admits, the Share Seal of the Company.
Secretary
means any person appointed to perform the duties of a secretary of the Company.
Securities
has the meaning ascribed to it by the Listing Rules.
Share
means a share in the capital of the Company.
Shareholder
means a person or company registered in the Register of Shareholders as the holder of one or more Shares and includes any person
or company who is a member of the Company in accordance with or for the purposes of the Corporations Act.
Shareholding
Account means an entry in the Register of Shareholders in respect of a Shareholder for the purpose of providing a separate identification
of some or all of the ordinary Shares registered from time to time in the name of that Shareholder and Securities Account has
an equivalent meaning in relation to Listed Securities of all kinds, including ordinary Shares.
Share
Option means an option to require the Company to allot and issue a Share.
Share
Seal means the duplicate common seal referred to in clause 19.3.
State
means Victoria.
| |
(a) |
A
reference in this Constitution to a partly paid share is a reference to a share on which there is an amount unpaid. |
| |
|
|
| |
(b) |
A
reference in this Constitution to an amount unpaid on a share includes a reference to any amount of the issue price which is unpaid. |
| |
|
|
| |
(c) |
Unless
the contrary intention appears, in this Constitution: |
| |
(i) |
the
singular includes the plural and the plural includes the singular; |
| |
|
|
| |
(ii) |
words
that refer to any gender include all genders; |
| |
|
|
| |
(iii) |
words
used to refer to persons generally or to refer to a natural person include a body corporate, body politic, partnership, joint venture,
association, board, group or other body (whether or not the body is incorporated); |
| |
|
|
| |
(iv) |
a
reference to a person includes that person’s successors and legal personal representatives; |
| |
|
|
| |
(v) |
a
reference to a statute or regulation, or a provision of any of them includes all statutes, regulations or provisions amending, consolidating
or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that
statute; |
| |
|
|
| |
(vi) |
a
reference to the Listing Rules or the ASX Settlement Operating Rules includes any variation, consolidation or replacement of those
rules and is to be taken to be subject to any applicable waiver or exemption; and |
| |
|
|
| |
(vii) |
a
reference to writing includes any method of reproducing words in a visible form. |
| |
(d) |
In
this Constitution, headings and body type are only for convenience and do not affect the meaning of this Constitution. |
| 1.3 | Corporations
Act Definitions |
Any
word or expression defined in or for the purposes of the Corporations Act shall, unless otherwise defined in clause 1.1 or the context
otherwise requires, have the same meaning when used in this Constitution, and the rules of interpretation specified in or otherwise applicable
to the Corporations Act shall, unless the context otherwise requires, apply in the interpretation of this Constitution.
| 1.4 | Status
of Constitution |
This
Constitution is adopted by the Company in substitution for any former memorandum and articles of association or other consistent documents
of the Company. To the extent permitted by law, the replaceable rules provided for in the Corporations Act do not apply to the Company.
| 1.5 |
General Authorisation |
Where
the Corporations Act authorises or permits a company to do any thing, if so authorised by its constitution, the Company is authorised
by this rule to do that thing.
| 1.6 | Displacement
of Replaceable Rules |
The
provisions of the Corporations Act that apply to public companies as replaceable rules are displaced completely by this Constitution
in relation to the Company except to the extent they are repeated in this Constitution.
If
any provision of this Constitution is or becomes illegal, invalid or unenforceable in any jurisdiction then that illegality, invalidity
or unenforceability does not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Constitution
or the legality, validity or enforceability in any other jurisdiction of that provision or any other provision of this Constitution.
The
courts having jurisdiction in the state of Victoria have non-exclusive jurisdiction to settle any dispute arising out of or in connection
with this Constitution and each Shareholder irrevocably submits to the jurisdiction of those courts.
| 2. | SHARE
CAPITAL AND VARIATION OF RIGHTS |
| 2.1 | Rights
Attaching to Shares |
Subject
to this Constitution and to the terms of issue of Shares, all Shares attract the right to receive notice of and to attend and vote at
all general meetings of the Company, the right to receive dividends, in a winding up or a reduction of capital, the right to participate
equally in the distribution of the assets of the Company (both capital and surplus), subject to any amounts unpaid on the Share and,
in the case of a reduction, to the terms of the reduction.
Without
prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares, unissued Shares shall
be under the control of the Directors and, subject to the Corporations Act, the Listing Rules and this Constitution, the Directors may
at any time issue such number of Shares either as ordinary Shares or Shares of a named class or classes (being either an existing class
or a new class) at the issue price that the Directors determine and with such preferred, deferred, or other special rights or such restrictions,
whether with regard to dividend, voting, return of capital or otherwise, as the Directors shall, in their absolute discretion, determine.
Subject
to the Listing Rules, the Directors may at any time and from time to time issue Share Options on such terms and conditions as the Directors
shall, in their absolute discretion, determine.
| 2.4 |
Variation of class rights |
If
at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the Shares of that class) may be varied, whether or not the Company is being wound up, with the consent
in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a
separate meeting of the holders of the Shares of the class. Any variation of rights under this clause 2.4 shall be subject to Part 2F.2
of Chapter 2F of the Corporations Act. The provisions of this Constitution relating to general meetings shall apply so far as they are
capable of application and with necessary alterations to every such separate meeting except that a quorum is constituted by two persons
who together hold or represent by proxy not less than one-third of the issued Shares of the class.
| 2.5 | Effect
of share issue on class rights |
The
rights attached to any class of shares are not taken to be varied by the issue or creation of further shares ranking equally with them
unless expressly provided by the terms of issue of the shares of that class.
Subject
to the Listing Rules and the Corporations Act, the Company may issue Preference Shares:
| |
(a) |
that
are liable to be redeemed whether at the option of the Company or otherwise; and |
| |
|
|
| |
(b) |
including,
without limitation preference shares of the kind described in clause 2.6(a) in accordance with the terms of Schedule 1. |
Except
as permitted or required by the Corporations Act, the Company shall not recognise a person as holding a Share or Share Option upon any
trust.
| 2.8 | Unregistered
Interests |
The
Company is not bound by or compelled in any way to recognise any equitable, contingent, future or partial right or interest in any Share
or Share Option (whether or not it has notice of the interest or right concerned) unless otherwise provided by this Constitution or by
law, except an absolute right of ownership in the registered holder of the Share or Share Option.
| 2.9 | Share
Certificates and Share Option Certificates |
Subject
to the ASX Settlement Operating Rules (if applicable), clause 4 and the Listing Rules, a person whose name is entered as a Shareholder
in the Register of Shareholders is entitled without payment to receive a Share certificate or notice (as the case may be) in respect
of the Share under the Seal in accordance with the Corporations Act but, in respect of a Share or Shares held jointly by several persons,
the Company is not bound to issue more than one certificate or notice. Delivery of a certificate or notice for a Share to one of several
joint Shareholders is sufficient delivery to all such holders. In addition:
| |
(a) |
Share
certificates or notices in respect of Shares shall only be issued in accordance with the Listing Rules; |
| |
(b) |
subject
to this Constitution, the Company shall dispatch all appropriate Share certificates within one month from the date of issue of any
of its Shares and within one month after the date upon which a transfer of any of its Shares is lodged with the Company; |
| |
|
|
| |
(c) |
where
a Share certificate is lost, worn out or destroyed, the Company shall issue a duplicate certificate in accordance with the requirements
of section 1070D of the Corporations Act and the Listing Rules; and |
| |
|
|
| |
(d) |
the
above provisions of this clause 2.9 shall, with necessary alterations, apply to Share Options. |
If
securities of the Company are CHESS Approved Securities and held in uncertificated mode, then the preceding provisions of this clause
2.9 do not apply to those CHESS Approved Securities and the Company shall allot such CHESS Approved Securities and enter those CHESS
Approved Securities into the Shareholder’s uncertificated holding in accordance with the Listing Rules and the ASX Settlement Operating
Rules.
| 2.10 | Section
1071H of the Corporations Act |
Clause
2.9 shall not apply if and to the extent that, on an application by or on behalf of the Company, the ASIC has made a declaration under
section 1071H(5) of the Corporations Act published in the Commonwealth of Australia Gazette that the Company is a person in relation
to whom section 1071H of the Corporations Act does not apply.
The
Company may, subject to the Listing Rules, exercise the powers of paying commission conferred by section 258C of the Corporations Act.
Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid Shares or partly in the one way and
partly in the other. The Company may also on any issue of Shares pay such brokerage as may be lawful.
| 2.12 | Restricted
Securities |
The
Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Without limiting
the generality of the above:
| |
(a) |
a
holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Securities during the escrow period applicable
to those Securities except as permitted by the Listing Rules or the ASX; |
| |
|
|
| |
(b) |
if
the Restricted Securities are in the same class as quoted Securities, the holder will be taken to have agreed in writing that the
Restricted Securities are to be kept on the Company’s issuer sponsored subregister and are to have a Holding Lock applied for
the duration of the escrow period applicable to those Securities; |
| |
(c) |
the
Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities
during the escrow period applicable to those Securities except as permitted by the Listing Rules or the ASX; |
| |
|
|
| |
(d) |
a
holder of Restricted Securities will not be entitled to participate in any return of capital on those Securities during the escrow
period applicable to those Securities except as permitted by the Listing Rules or the ASX; and |
| |
|
|
| |
(e) |
if
a holder of Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those
Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those
Securities for so long as the breach continues. |
| 2.13 | Non-Issue
or Cancellation of Certificate |
Notwithstanding
any other provision of this Constitution, the Company need not issue a certificate, and may cancel any certificate without issuing a
certificate in substitution, in respect of any Shares or Share Options of the Company in any circumstances where the non-issue or cancellation
of that certificate is permitted by the Corporations Act, the Listing Rules or the ASX Settlement Operating Rules.
| 2.14 | No
Prohibition on Foreign Ownership |
Nothing
in this Constitution shall have the effect of limiting or restricting the ownership of any securities of the Company by foreign persons
except where such limits or restrictions are prescribed by Australian law.
| 2.15 | Payment
of Interest out of Capital |
Where
any Shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision
of any plant which cannot be made profitable for a lengthened period the Company may pay interest on so much of such share capital as
is paid up for the period and may charge this interest to capital as part of the cost of construction of the works, buildings or plant.
The
provisions of this clause have effect notwithstanding any other provision of this Constitution, except clause 33.
In
this clause:
Authorised
Price means the price per share of the Listed Securities equal to the simple average of the last closing price of the Listed Securities
quoted on ASX for each of the ten trading days immediately preceding the date of any offer received by the Company pursuant to clause
3.5.
Date
of Adoption means the date upon which this clause is inserted in this Constitution by special resolution of the members of the Company.
Date
of Effect has the meaning given in clause 3.13.
Minimum
Shareholding means a number of shares equal to a “marketable parcel” of Listed Securities within the meaning of the Listing
Rules.
Minority
Member means a member holding less than the Minimum Shareholding on or at any time after the Date of Adoption.
New
Minority Member means a member who is the holder or a joint holder of a New Minimum Shareholding.
New
Minimum Shareholding means a holding of shares in the same class created after the Date of Adoption by the transfer of a parcel of
shares the aggregate market price of which, at the time at which a transfer of those Listed Securities was initiated or a paper based
transfer of those Listed Securities was lodged with the Company, was less than a marketable parcel.
Purchaser
means the person or persons (including one or more members) whose offer or offers to purchase Listed Securities is or are accepted by
the Company.
Subject
to clauses 3.13 and 3.14, on and from the Date of Effect, the shareholding of a member which is less than the Minimum Shareholding may
be sold by the Company pursuant to the provisions of this clause 3.
| 3.4 | Sale
of Listed Securities of Minority Member |
Subject
to clauses 3.13 and 3.14, on and from the Date of Effect, each Minority Member shall be deemed to have irrevocably appointed the Company
as his agent:
| |
(a) |
to
sell all the Listed Securities held by him at a price not less than the Authorised Price and without any cost being incurred by the
Minority Member; |
| |
|
|
| |
(b) |
to
deal with the proceeds of the sale of those Listed Securities in accordance with this clause; and |
| |
|
|
| |
(c) |
where
the Listed Securities are CHESS Approved Securities held in uncertificated form, to initiate a Holding Adjustment (as defined in
the ASX Settlement Operating Rules) to move the securities from the CHESS Holding (as defined in the ASX Settlement Operating Rules)
of the Minority Member to an Issuer Sponsored or Certificated Holding (as defined in the ASX Settlement Operating Rules) for the
sale of the Listed Securities. |
Where
the Company receives an offer for the purchase of all the Listed Securities of a Minority Member to whom this clause applies at the date
of the offer at a price not less than the Authorised Price, the Company may accept the offer on behalf of that Minority Member.
| 3.6 |
Appointment of Attorney |
The
Company shall, by instrument in writing, appoint a person or persons to act as attorney or attorneys of each Minority Member to whom
this clause applies, to execute an instrument or instruments of transfer of their Listed Securities to the Purchaser.
Where:
| (a) | all
the Listed Securities of each Minority Member to whom this clause applies at any time are
sold to one Purchaser; or |
| | | |
| (b) | all
the Listed Securities of two or more Minority Members to whom this clause applies at any
time are sold to one Purchaser, |
the
transfer may be effected by one instrument of transfer.
The
Company shall receive the aggregate proceeds of the sale of all of the Listed Securities of each Minority Member to whom this clause
applies at any time and shall:
| (a) | immediately
cause the name of the Purchaser to be entered in the Register of Shareholders as the holder
of the Listed Securities sold; and |
| | | |
| (b) | within
fourteen days of receipt of the relevant share certificate or otherwise as soon as is practicable,
cause the pro rata proportions of the proceeds attributable to each Minority Member to be
sent to each Minority Member by electronic transfer or cheque mailed to his address in the
Register of Shareholders (or in the case of joint holders, to the address of the holder whose
name is shown first in the Register of Shareholders), this cheque or electronic transfer
to be made payable to the Minority Member (or, in the case of joint holders, to them jointly).
In the case where a Minority Member’s whereabouts are unknown or where a Minority Member
fails to return the share certificate or certificates (where required) relating to the Listed
Securities sold, the proceeds of sale shall be applied in accordance with the applicable
laws dealing with unclaimed moneys. |
The
receipt by the Company of the proceeds of sale of Listed Securities of a Minority Member shall be a good discharge to the Purchaser of
all liability in respect of the purchase of the Listed Securities.
| 3.10 | Registration
of Purchaser |
Upon
entry of the name of the Purchaser in the Register of Shareholders as the holder of the Listed Securities of a Minority Member to whom
this clause applies:
| (a) | the
Purchaser shall not be bound to see to the regularity of the actions and proceedings of the
Company pursuant to this Constitution or to the application of the proceeds of sale; and |
| | | |
| | (b) | the
validity of the sale shall not be impeached by any person. |
The
remedy of any Minority Member to whom this clause applies in respect of the sale of his or her Listed Securities is expressly limited
to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.
| 3.12 | Cost
of Sale of Listed Securities |
The
Company shall bear all the costs of the sale of the Listed Securities.
| 3.13 | Exemption
from clause 3 |
| (a) | The
Company must give written notice to a Minority Member and, where the Shares are CHESS Approved
Securities, to the Controlling Participant (as defined in the ASX Settlement Operating Rules)
for the holding of the Minority Member, advising of the Company’s intention to sell
his or her shareholding pursuant to this clause 3. |
| | | |
| (b) | Unless
the Minority Member, within 6 weeks from the date the notice was sent from the Company in
accordance with this clause 3, gives written notice to the Company that it desires its shareholding
to be exempted from clause 3, then the Company will be free to sell the Shares held by the
relevant Minority Member immediately following expiry of the 6 week period in accordance
with this clause 3 (Date of Effect). |
| | | |
| (c) | Where
Shares are CHESS Approved Securities, a written notice by the Company in terms of this clause
shall comply with the ASX Settlement Operating Rules. |
Where
a Minority Member has given written notice to the Company that it desires its shareholding to be exempted from clause 3 it may, at any
time prior to the sale of the Listed Securities under clause 3.8, revoke or withdraw that notice. In that event the provisions of clause
3 shall apply to the Minority Member.
| 3.15 | Takeover
Offer or Announcement |
The
Company shall not commence to sell Listed Securities comprising less than a Minimum Shareholding following the announcement of a takeover
offer or takeover announcement for the Company. If a takeover bid is announced after a notice is given but before an agreement is entered
into for the sale of the Listed Securities, this clause 3 ceases to operate for those Listed Securities. However, despite clause 3.16,
a new notice under clause 3.13 may be given after the offer period if the takeover bid closes.
| 3.16 | Use
by Company of Clause 3 |
Subject
to clause 3.15, this clause 3 may be invoked only once in any twelve month period after its adoption or re-adoption.
| 3.17 |
Notice to New Minority
Members |
If
the Directors determine that a member is a New Minority Member, the Company may give the member notice in writing stating that the member
is a New Minority Member, specifying the number of shares making up the New Minimum Shareholding, the market price of those Listed Securities
and the date on which the market price was determined and stating that the Company intends to sell the Listed Securities specified in
the notice in accordance with the provisions of its Constitution. Unless the Directors determine otherwise, if the Company gives such
a notice, all rights of the member to vote and to receive dividends in respect of the shares specified in the notice are suspended until
the Listed Securities are sold or that member ceases to be a New Minority Member and any dividends that would, but for this clause 3.17,
have been paid to that member must be held by the Company and paid to that member within 30 days after the earlier of:
| (a) | the
date the Listed Securities specified in the notice are transferred; and |
| | | |
| (b) | the
date that the Company ceases to be entitled to sell those Listed Securities under the sale
notice. |
| 4. | UNCERTIFICATED
HOLDINGS AND ELECTRONIC TRANSFERS |
| 4.1 | Electronic
or Computerised Holding |
The
Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Act and the Listing Rules
to facilitate the participation by the Company in the CHESS System and any other computerised or electronic system established or recognised
by the Corporations Act or the Listing Rules for the purposes of facilitating dealings in Shares or securities.
Where
the Directors have determined not to issue share certificates or to cancel existing Share certificates, a Shareholder shall have the
right to receive such statements of the holdings of the Shareholder as are required to be distributed to a Shareholder under the Corporations
Act or the Listing Rules.
If
the Directors determine to issue a certificate for Shares held by a Shareholder, the provisions in relation to Share certificates contained
in clause 2 shall apply.
The
Company shall comply with the Listing Rules and the ASX Settlement Operating Rules in relation to the CHESS System.
| 5.1 | Lien
for Members Debts |
The
Company has a first and paramount lien on each Share (except where the Share is a Listed Security and is fully paid up) registered
in a Shareholder’s name in respect of all money owed to the Company by the Shareholder (including any money payable under
clause 5.2 to the extent that the Company has made a payment in respect of a liability or a requirement referred to in that clause)
but not any unpaid call once the Share has been forfeited under section 254Q of the Corporations Act. The lien extends to reasonable
interest and expenses incurred because the amount is not paid.
Whenever
any law for the time being of any country, state or place imposes or purports to impose any immediate or future possible liability upon
the Company to make any payments or empowers any government or taxing authority or governmental official to require the Company to make
any payment in respect of any Shares held either jointly or solely by any Shareholder, or in respect of any transfer of Shares, or of
any dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to such Shareholder by the Company
on or in respect of any Shares or for or on account or in respect of any Shareholder, and whether in consequence of:
| |
(a) |
the
death of such Shareholder; |
| |
|
|
| |
(b) |
the
non-payment of any income tax or other tax by such Shareholder; |
| |
|
|
| |
(c) |
the
non-payments of any estate, probate, succession or death, duty or of any other Duty by the executor or administrator of such Shareholder
or by or out of his estate; or |
| |
|
|
| |
(d) |
any
other act or thing, |
| |
|
|
| |
the Company in every case: |
| |
|
|
| |
(e) |
shall
be fully indemnified by such Shareholder or his executor or administrator from all liability; |
| |
|
|
| |
(f) |
shall
have a lien upon all dividends, bonuses and other moneys payable in respect of the Shares held either jointly or solely by this Shareholder
for all moneys paid by the Company in respect of the Shares or in respect of any dividend, bonus or other money or for an account
or in respect of this Shareholder under or in consequence of any law, together with interest at the Prescribed Rate from date of
payment to date of repayment, and may deduct or set off against any dividend, bonus or other moneys so paid or payable by the Company
together with interest at the Prescribed Rate; |
| |
|
|
| |
(g) |
may
recover as a debt due from this Shareholder or his or her executor or administrator, wherever constituted or situate, any moneys
paid by the Company under or in consequence of any such law and interest on these moneys at the Prescribed Rate and for the period
mentioned above in excess of any dividend, bonus or other money as mentioned above then due or payable by the Company to such Shareholder;
and |
| |
|
|
| |
(h) |
may,
subject to the Listing Rules, if any such money be paid or payable by the Company under any such law, refuse to register a transfer
of any Shares by this Shareholder or his executor or administrator until the money and interest mentioned above is set off or deducted
or, in case the money and interest exceeds the amount of any dividend, bonus or other money then due or payable by the Company to
the Shareholder, until this excess is paid to the Company. |
Nothing
contained in this clause shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company,
and, as between the Company and every such Shareholder, his or her executor, administrator and estate, wherever constituted or situate,
any right or remedy which this law shall confer on the Company shall be enforceable by the Company.
The
Directors may at any time exempt a Share wholly or in part from the provisions of this clause 5.
Whenever
the Company has a lien on a Share, the lien extends to all dividends payable in respect of the Share.
Subject
to clause 5.6, the Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien.
A
Share on which the Company has a lien shall not be sold unless:
| (a) | the
sum in respect of which the lien exists is presently payable; and |
| | | |
| (b) | the
Company has, not less than 14 days before the date of the sale, given to the registered holder
for the time being of the Share or the person entitled to the Share by reason of the death
or bankruptcy of the registered holder a notice in writing setting out, and demanding payment
of, that part of the amount in respect of which the lien exists as is presently payable. |
| 5.7 |
Person Authorised to Sign
Transfers |
For
the purpose of giving effect to a sale of a Share under clause 5.5, the Directors may authorise a person to transfer the Shares sold
to the purchaser of the Shares. The Company shall register the purchaser as the holder of the Shares comprised in any such transfer and
he or she is not bound to see to the application of the purchase money. The title of the purchaser to the Shares is not affected by any
irregularity or invalidity in connection with the sale.
The
proceeds of a sale under clause 5.5 shall be applied by the Company in payment of that part of the amount in respect of which the lien
exists as is presently payable, and the residue (if any) shall (subject to any like lien for sums not presently payable that existed
upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
| 5.9 | Protection
of Lien under ASX Settlement Operating Rules |
The
Company may do all such things as may be necessary or appropriate for it to do under the ASX Settlement Operating Rules to protect any
lien, charge or other right to which it may be entitled under any law or this Constitution.
| 5.10 | Further
Powers re Forfeited Shares and Liens |
Where
a transfer following the sale of any Shares after forfeiture or for enforcing a lien, charge or right to which the Company is entitled
under any law or under this Constitution is effected by an ASX Settlement Transfer, the Company may do all things necessary or desirable
for it to do under the ASX Settlement Operating Rules in relation to that transfer.
| |
(a) |
The
Directors may by resolution make calls on Shareholders of partly paid Shares to satisfy the whole or part of the debt owing on those
Shares provided that the dates for payment of those Shares were not fixed at the time of issue. |
| |
|
|
| |
(b) |
A
call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |
| |
|
|
| |
(c) |
A
call may be required or permitted to be paid by instalments. |
| |
|
|
| |
(d) |
Failure
to send a notice of a call to any Shareholder or the non-receipt of a notice by any Shareholder does not invalidate the call. |
A
Shareholder to whom notice of a call is given in accordance with this Constitution must pay to the Company the amount called in accordance
with the notice.
| (a) | The
Directors must not make the date for payment of calls, (Due Date), for Shareholders
who hold quoted partly paid Shares, less than 30 Business Days and no more than 40 Business
Days from the date the Company dispatches notices to relevant Shareholders that a call is
made. |
| | | |
| (b) | If
after a call is made, new Shareholders purchase the same class of Share subject to the call,
or if the holdings of the original Shareholders on whom the call was made change, Directors
must dispatch a notice informing these Shareholders that a call has been made at least 4
days before the Due Date. |
| | | |
| (c) | The
Company must enter a call payment on the Company register no more than 5 Business Days after
the Due Date. |
The
Directors must not make the Due Date for Shareholders who hold unquoted partly paid Shares, less than 5 Business Days from the date the
Company dispatches notices to relevant Shareholders that a call is made.
The
joint holders of a Share are jointly and severally liable to pay all calls in respect of the Share.
Any
amount that, by the terms of issue of a Share, becomes payable on allotment or at a fixed date, shall for the purposes of this Constitution
be deemed to be a call duly made and payable, and, in case of non-payment, all the relevant provisions of this Constitution as to payment
of interest and expenses, forfeiture or otherwise apply as if the amount had become payable by virtue of a call duly made and notified.
| 6.7 | Differentiation
between Shareholders |
The
Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.
| 6.8 | Payments
in Advance of Calls |
The
Directors may accept from a Shareholder the whole or any part of the amount unpaid on a Share even if no part of that amount has been
called up, in which case the Directors shall nominate whether the amount so paid is to be treated as capital or a loan to the Company
by the Shareholder, and:
| (a) | if
the amount paid is nominated to be capital, it shall be deemed as from the date of the nomination
to have been applied in paying up (so far as it will extend) the unpaid balance of the total
issue price of the Share, but the dividend entitlement attaching to the Share shall remain
as it was prior to the payment so made until there is a call in respect of the Share under
this clause 6 of an amount equal to or greater than the amount so paid; or |
| | | |
| (b) | if
the amount paid is nominated to be a loan to the Company, it shall carry interest
at a rate, not exceeding the Prescribed Rate, as is agreed between the Directors and the Shareholder, shall not be repayable unless the
Directors so determine, shall not confer on the Shareholder any rights attributable to subscribed capital, and shall, unless so repaid,
be applied in payment of calls on the Share as and when the calls become due. |
Any
moneys payable in respect of a call made in accordance with this Constitution which remain outstanding shall from and including the day
for payment until the date payment is received bear interest at the Prescribed Rate.
| 6.10 | Revocation/Postponement
or Extension |
The
Directors may revoke or postpone a call or extend time for payment in accordance with the Listing Rules and/or the Corporations Act,
if revocation or postponement is not prohibited by either.
| 6.11 | Compliance
with Listing Rules and Corporations Act |
The
Company shall comply with the Listing Rules and the Corporations Act in relation to calls. All Listing Rule requirements in relation
to calls are not covered in this Constitution.
The
Directors may, to the extent the law permits, waive or compromise all or part of any payment due to the Company under the terms of issue
of a Share under this clause 6.
If
a Shareholder fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may,
at any time after this day during the time any part of the call or instalment remains unpaid (but subject to this clause 7.1) serve a
notice on such Shareholder requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued
and all costs and expenses incurred by the Company as a result of the non-payment. The notice shall name a further day being not less
than 14 days after the date of notice on or before which the payment required by the notice is to be made and shall state that, in the
event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.
If
the requirements of a notice served under clause 7.1 are not complied with, any Share in respect of which a call is unpaid at the expiration
of 14 days after the day for its payment may be forfeited by a resolution of the Directors to that effect. Such a forfeiture shall include
all dividends and other distributions declared in respect of the forfeited Shares and not actually paid or distributed before the forfeiture.
| 7.3 |
Sale of Forfeited Shares |
Subject
to the Corporations Act and the Listing Rules, a forfeited Share may be sold or otherwise disposed of on the terms and in the manner
that the Directors determine and, at any time before a sale or disposition, the forfeiture may be cancelled on the terms the Directors
determine.
A
person whose Shares have been forfeited ceases to be a Shareholder in respect of the forfeited Shares, but remains liable to pay the
Company all money that, at the date of forfeiture, was payable by him to the Company in respect of the Shares (including interest at
the Prescribed Rate from the date of forfeiture on the money for the time being unpaid if the Directors decide to enforce payment of
the interest), but his or her liability ceases if and when the Company receives payment in full of all the money (including interest)
payable in respect of the Shares.
| 7.5 | Officer’s
Statement Prima Facie Evidence |
A
statement in writing declaring that the person making the statement is a Director or a Secretary of the Company, and that a Share in
the Company has been duly forfeited on a date stated in the statement, is prima facie evidence of the facts stated in the statement as
against all persons claiming to be entitled to the Share.
The
Company may receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share, execute a transfer
of the Share in favour of the person to whom the Share is sold or disposed of and take all other steps necessary or desirable to transfer
or dispose of those shares to the relevant transferee. Upon the execution of the transfer, the transferee shall be registered as the
holder of the Share and is not bound to see to the application of any money paid as consideration. The title of the transferee to the
Share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.
| 7.7 | Listing
Rules and ASX Settlement Operating Rules |
The
Company shall comply with the Listing Rules with respect to forfeited Shares and may do all such things as may be necessary or appropriate
for it to do under the ASX Settlement Operating Rules to protect any lien, charge or other right to which it may be entitled under any
law or this Constitution.
The
Directors may:
| (a) | exempt
a Share from all or part of this clause 7; |
| | | |
| (b) | waive
or compromise all or part of any payment due to the Company under this clause 7; and |
| | | |
| (c) | before
a forfeited Share has been sold, reissued and otherwise disposed of, cancel the forfeiture
on the conditions they decide. |
Subject
to this Constitution, Shareholders may transfer any Share held by them by:
| (a) | an
ASX Settlement Transfer or any other method of transferring or dealing in Shares introduced
by ASX or operated in accordance with the ASX Settlement Operating Rules or Listing Rules
and in any such case recognised under the Corporations Act; or |
| | | |
| (b) | an
instrument in writing in any usual or common form or in any other form that the Directors
approve. |
| (a) | The
Company must comply with all obligations imposed on the Company under the Corporations Act,
the Listing Rules and the ASX Settlement Operating Rules in respect of an ASX Settlement
Transfer or any other transfer of Shares. |
| | | |
| (b) | Notwithstanding
any other provision in this Constitution, the Company must not prevent, delay or interfere
with the registration of an ASX Settlement Transfer or any other transfer of Shares. |
| 8.3 | Participation
in CHESS |
The
Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Act, the Listing Rules and
the ASX Settlement Operating Rules to facilitate participation by the Company in any system established or recognised by the Corporations
Act and the Listing Rules or the ASX Settlement Operating Rules in respect of transfers of or dealings in marketable securities.
| 8.4 | Registration
Procedure |
Where
an instrument of transfer referred to in clause 8.1(b) is to be used by a Shareholder to transfer Shares, the following provisions apply:
| |
(a) |
the
instrument of transfer must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer
of marketable securities within the meaning of the Corporations Act and any Duty duly paid if required by law; |
| |
|
|
| |
(b) |
the
instrument of transfer shall be left at the Registered Office for registration accompanied by the certificate for the Shares to be
transferred (if any) and such other evidence as the Directors may require to prove the title of the transferor and his right to transfer
the shares; |
| |
|
|
| |
(c) |
subject
to clause 33, a reasonable fee may be charged on the registration of a paper-based transfer in a registrable form of Shares or other
securities; and |
| |
|
|
| |
(d) |
on
registration of a transfer of Shares, the Company must cancel the old certificate (if any). |
| 8.5 |
Power to Refuse to Register |
The
Directors may refuse to register any transfer of Shares (other than an ASX Settlement Transfer) where:
| |
(a) |
the
Listing Rules permit the Company to do so; |
| |
|
|
| |
(b) |
the
Listing Rules require the Company to do so; or |
| |
|
|
| |
(c) |
the
transfer is a transfer of Restricted Securities which is or might be in breach of the Listing Rules or any escrow agreement entered
into by the Company in relation to such Restricted Securities pursuant to the Listing Rules. |
Where
the Directors refuse to register a transfer in accordance with this clause, they shall send notice of the refusal and the precise reasons
for the refusal to the transferee and the lodging broker (if any) in accordance with the Listing Rules.
Subject
to the Listing Rules and the ASX Settlement Operating Rules, the Register of Shareholders may be closed during such time as the Directors
may determine, not exceeding 30 days in each calendar year or any one period of more than 5 consecutive Business Days.
| 8.7 | Retention
of Transfers by Company |
All
instruments of transfer which are registered will be retained by the Company, but any instrument of transfer which the Directors decline
or refuse to register (except in the case of fraud) shall on demand be returned to the transferee.
| 8.8 | Power
to suspend registration of transfers |
The
Directors may suspend the registration of transfers at any times, and for any periods, permitted by the ASX Settlement Operating Rules
that they decide.
Any
power of attorney granted by a Shareholder empowering the recipient to transfer Shares which may be lodged, produced or exhibited to
the Company or any Officer of the Company will be taken and deemed to continue and remain in full force and effect, as between the Company
and the grantor of that power, and the power of attorney may be acted on, until express notice in writing that it has been revoked or
notice of the death of the grantor has been given and lodged at the Office or at the place where the Register of Shareholders is kept.
The
provisions of this clause 8 shall apply, with necessary alterations, to any other Listed Securities for the time being issued by the
Company.
The
Company may cause a Register of Shareholders to be kept in any place (including without limitation, a branch register) and the Directors
may from time to time make such provisions as they (subject to the Corporations Act, the Listing Rules and the ASX Settlement Operating
Rules) may think fit with respect to the keeping of any such Register.
| 8.12 | Compliance
with ASX Settlement Operating Rules |
The
Company shall comply with the ASX Settlement Operating Rules and the Listing Rules in relation to all matters covered by those rules.
| 8.13 | Issuer
Sponsored Subregister |
The
Company may establish and maintain an issuer sponsored subregister in compliance with any relevant provisions of the Corporations Act,
the Listing Rules or the ASX Settlement Operating Rules.
| 8.14 | Transferor
Holds Shares until Registration of Transfer |
A
transferor of Shares remains the registered holder of the Shares transferred until an ASX Settlement Transfer has taken effect in accordance
with the ASX Settlement Operating Rules or the transfer is registered in the name of the transferee and is entered in the Register of
Shareholders in respect of them, whichever is the earlier.
The
Directors may, to the extent the law permits, waive any of the requirements of this clause 8 and prescribe alternative requirements instead.
| 9.1 | Death
of Shareholder Leaving a Will |
On
the death of a Shareholder who leaves a will appointing an executor, the executor shall be entitled as from the date of death, and on
behalf of the deceased Shareholder’s estate, to the same dividends and other advantages and to the same rights whether in relation
to meetings of the Company, or voting or otherwise, as the Shareholder would have been entitled to if he or she had not died, whether
or not probate of the will has been granted. Nevertheless, if probate of the will is granted to a person or persons other than the executor
first referred to in this clause 9, his or her executor’s rights shall cease, and these rights shall only be exercisable by the
person or persons to whom probate is granted as provided in clauses 9.2 and 9.3. The estate of a deceased Shareholder will not be released
from any liability to the Company in respect of the Shares.
| 9.2 | Death
or Bankruptcy of Shareholder or the Shareholder becomes of unsound mind |
Subject
to clause 9.1, where the registered holder of a Share dies, becomes bankrupt, or the Shareholder becomes of unsound mind, his or her
personal representative or the trustee of his or her estate, as the case may be, shall be entitled upon the production of such information
as is properly required by the Directors, to the same dividends and other advantages, and to the same rights (whether in relation to
meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if he or she had not died or
become bankrupt.
| 9.3 |
Registration by Transmission or to Beneficiary |
A
person becoming entitled to a Share in consequence of the death or, subject to the Bankruptcy Act 1966, the bankruptcy of a Shareholder
or the Shareholder becoming of an unsound mind may, upon information being produced that is properly required by the Directors, elect
by written notice to the Company either to be registered himself or herself as holder of the Share or to have some other person nominated
by the person registered as the transferee of the Share. If this person elects to have another person registered, he or she shall execute
a transfer of the Share to that other person.
All
the limitations, restrictions and provisions of this Constitution relating to the right to transfer Shares and the registration of a
transfer of Shares are applicable to any notice or transfer as if the death, bankruptcy of the Shareholder or on the Shareholder becoming
of unsound mind had not occurred and the notice or transfer were a transfer signed by that Shareholder.
| 9.5 | Death
of a Joint Holder |
In
the case of the death of a Shareholder who was a joint holder, the survivor or survivors shall be the only persons recognised by the
Company as having any title to the deceased’s interest in the Shares, but this clause 9.5 does not release the estate of a deceased
joint holder from any liability in respect of a Share that had been jointly held by this person with one or more other persons.
| 9.6 | Joint
Personal Representatives |
Where
two or more persons are jointly entitled to any Share in consequence of the death of the registered holder, they shall, for the purpose
of this Constitution, be deemed to be joint holders of the Share.
| 9.7 | ASX
Settlement Transfer |
In
the case of an ASX Settlement Transfer the provisions of this clause 9 are subject to any obligation imposed on the Company or the person
entitled to the relevant Shares on the death or bankruptcy of a member by the Listing Rules, the ASX Settlement Operating Rules or any
law.
If
more than three persons are registered as holders of Shares in the Company in the Register of Shareholders (or a request is made to register
more than three persons), then only the first three persons will be regarded as holders of Shares in the Company and all other names
will be disregarded by the Company for all purposes.
| 10. | CHANGES
TO CAPITAL STRUCTURE |
| 10.1 | Alterations
to Capital |
Subject
to the Corporations Act and the Listing Rules, the Company may, by ordinary resolution:
| |
(a) |
issue
new Shares of such amount specified in the resolution; |
| |
|
|
| |
(b) |
consolidate
and divide all or any of its Shares into Shares of larger amount than its existing Shares; |
| |
|
|
| |
(c) |
subject
to the Listing Rules, sub-divide all or any of its Shares into Shares of smaller amount, but so that in the sub-division the proportion
between the amount paid and the amount (if any) unpaid on each such Share of a smaller amount remains the same; and |
| |
|
|
| |
(d) |
cancel
Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited
and, subject to the Corporations Act, reduce the amount of its share capital by the amount of the Shares so cancelled, |
and
the Directors may take such action as the Directors think fit to give effect to any resolution altering the Company’s share
capital.
Subject
to the Corporations Act and the Listing Rules, the Company may reduce its share capital in any way including, but not limited to, distributing
to shareholders securities of any other body corporate and, on behalf of the shareholders, consenting to each shareholder becoming a
member of that body corporate and agreeing to be bound by the constitution of that body corporate.
| |
(a) |
In
this clause “Buy-Back Provisions” means the provisions of Part 2J.1 Division 2 of the Corporations Act. |
| |
|
|
| |
(b) |
The
Company may, subject to the Corporations Act and the Listing Rules and in accordance with the Buy-Back Provisions, purchase its own
Shares on such terms and at such times as may be determined by the Directors from time to time. |
| |
|
|
| |
(c) |
The
Company may give financial assistance to any person or entity for the purchase of its own Shares in accordance with the Buy-Back
Provisions on such terms and at such times as may be determined by the Directors from time to time. |
If
as a result of any issue of shares or any alteration to the Company’s share capital any Shareholders would become entitled to fractions
of a share, the Directors may deal with those fractions as the Directors think fit including by:
| |
(a) |
ignoring
fractional entitlements or making cash payments in lieu of fractional entitlements; |
| |
|
|
| |
(b) |
appointing
a trustee to deal with any fractions on behalf of Shareholders; and |
| |
|
|
| |
(c) |
rounding
up each fractional entitlement to the nearest whole share by capitalising any amount available for capitalisation under clause 23.1
even though only some of the Shareholders participate in the capitalisation. |
Where
the Company has only one Shareholder, to the extent permitted by law, a resolution in writing signed by that Shareholder, shall be as
valid and effectual as if it had been passed at a meeting of Shareholders duly convened and held. A facsimile transmission, an email
bearing the signature of the Shareholder or an email of the Shareholder addressed to an officer of the Company confirming agreement with
the resolution and undertaking to sign the resolution as soon as practicable shall be deemed to be a document in writing signed by the
Shareholder.
| 12.1 | Convening
of General Meetings of Shareholders by Directors’ Resolution |
The
Directors may, by a resolution passed by a majority of Directors, convene a general meeting of Shareholders in accordance with this clause
12 and the requirements of the Corporations Act.
| 12.2 | Change
of place or postponement of a General Meeting of Shareholders |
The
Directors may, subject to the Corporations Act and the Listing Rules, postpone a meeting of Shareholders or change the place for a general
meeting of Shareholders by giving written notice to ASX. If a meeting of Shareholders is postponed for one month or more, the Company
must give new notice of the postponed meeting. The only business that may be transacted at a general meeting the holding of which is
postponed is the business specified at the original meeting.
| 12.3 | Convening
of General Meetings of Shareholders by a Director or requisition |
Any
Director may, whenever he or she thinks fit, convene a general meeting of Shareholders, and a general meeting shall also be convened
on requisition as is provided for by the Corporations Act, or in default, may be convened by such requisitions as empowered to do so
by the Corporations Act. If there are no Directors for the time being, a Secretary may convene a general meeting of Shareholders for
the purpose of enabling the election of Directors but for no other purpose. A general meeting may be held at two or more venues simultaneously
using any technology that gives the Shareholders as a whole a reasonable opportunity to participate.
| 12.4 |
Cancellation of a General Meeting of Shareholders |
| |
(a) |
A
general meeting of Shareholders convened by the Directors in accordance with clause 12.1 may be cancelled by a resolution passed
by a majority of Directors. |
| |
|
|
| |
(b) |
A
general meeting of shareholders convened on a requisition as provided for by the Corporations Act, may, if the application for requisition
is withdrawn in writing, be cancelled by a resolution passed by a majority of Directors. |
| |
|
|
| |
(c) |
Notice
of the cancellation of a general meeting of Shareholders must be given to the Shareholders in accordance with clause 26, but notice
of such cancellation must be given to each Shareholder not less than two (2) days prior to the date on which the meeting was proposed
to be held. |
A
notice of a general meeting shall be given in accordance with the requirements of the Corporations Act, clause 26 and the Listing Rules,
and:
| |
(a) |
must
specify the place, the day and the time of the meeting; |
| |
|
|
| |
(b) |
must
state the general nature of the business to be transacted at the meeting; |
| |
|
|
| |
(c) |
must,
if a special resolution is proposed at the meeting, set out an intention to propose the special resolution and state the resolution; |
| |
|
|
| |
(d) |
must
include such statements about the appointment of proxies as are required by the Corporations Act; |
| |
|
|
| |
(e) |
must
specify a place and fax number for the purposes of receipt of proxy appointments; and |
| |
|
|
| |
(f) |
may
specify an electronic address for the purposes of receipt of proxy appointments, |
and
shall include any other information required to be included in the notice by the Listing Rules. The non-receipt of a notice of a general
meeting by a Shareholder or the accidental omission to give this notice to a Shareholder shall not invalidate any resolution passed at
the meeting.
| 12.6 | Irregularities
in giving notice |
A
person who attends any general meeting waives any objection that the person may have to any failure to give notice or any other irregularity
in the notice of that meeting unless that person objects to the holding of the meeting at the start of the meeting. The accidental failure
to give notice of a general meeting to, or the non- receipt of the notice by, any person entitled to receive notice of that meeting does
not invalidate the proceedings at the meeting or any resolution passed at that meeting.
| 12.7 |
Business at General Meeting |
Subject
to the Corporations Act, only matters that appear in a notice of meeting shall be dealt with at a general meeting or an annual general
meeting, as the case may be.
| 12.8 | Notice
to Home Branch |
| |
(a) |
The
Company shall notify the Home Branch of any meeting at which Directors are to be elected at least 5 Business Days before the closing
day for receipt of nominations for Directors, and in any other case (other than a meeting to pass a special resolution) at least
10 Business Days before the meeting is held, and in the case of a meeting convened to pass a special resolution, at least 15 Business
Days before the meeting is held. All notices convening meetings shall specify the place, date and hour of the meeting, and shall
set out all resolutions to be put to the meeting. |
| |
|
|
| |
(b) |
The
Company shall notify the Home Branch as soon as is practicable after any general meeting in the case of special business as to whether
or not the resolutions were carried and in the case of ordinary business as to which of those resolutions were not carried or were
amended or were withdrawn. |
| 12.9 | Annual
General Meeting |
An
annual general meeting shall be held in accordance with the requirements of the Corporations Act.
| 13. | PROCEEDINGS
AT GENERAL MEETINGS |
No
business, other than the election of a chairman and the adjournment of the meeting, shall be transacted at any general meeting unless
a quorum is present comprising Shareholders present in person, by proxy, attorney or Representative holding in aggregate at least 33
1/3 per cent of all ordinary shares on issue. For the purpose of determining whether a quorum is present, a person attending as a proxy,
attorney or Representative shall be deemed to hold the shares of the Shareholder they represent. If a quorum is not present within 30
minutes after the time appointed for a general meeting, the meeting, if convened upon a requisition, shall be dissolved, but in any other
case it shall stand adjourned to a date, time and place to be fixed by the Directors. If at such adjourned meeting a quorum is not present
within 30 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.
| 13.2 | Persons
Entitled to Attend a General Meeting |
The
persons entitled to attend a general meeting shall be:
| |
(a) |
Shareholders,
in person, by proxy, attorney or Representative; |
| |
|
|
| |
(b) |
Directors
and public officers of the Company; |
| |
|
|
| |
(c) |
the
Company’s auditor; and |
| |
|
|
| |
(d) |
any
other person or persons as the chairman may approve. |
| 13.3 |
Refusal of Admission to Meetings |
The
chairman of a general meeting may refuse admission to a person, or require a person to leave and not return to, a meeting if the person:
| |
(a) |
refuses
to permit examination of any article in the person’s possession; |
| |
|
|
| |
(b) |
is
in possession of any: |
| |
(i) |
electronic
or broadcasting or recording device; |
| |
|
|
| |
(ii) |
placard
or banner; or |
| |
|
|
| |
(iii) |
other
article, |
| |
|
|
| |
which
the chairman considers to be dangerous, offensive or liable to cause disruption; |
| |
(c) |
causes
any disruption to the meeting; or |
| |
|
|
| |
(d) |
is
not entitled to attend the meeting under the Corporations Act or this Constitution. |
The
Chairman may delegate the powers conferred by this clause 13.3 to any person. Nothing in this clause limits the powers conferred on the
chairman by law.
The
chairman may arrange for any persons attending the meeting who the chairman considers cannot reasonably be accommodated in the place
where the meeting is to take place to attend or observe the meeting from a separate place using any technology that gives members present
at the meeting as a whole a reasonable opportunity to participate in the meeting.
The
person elected as the chairman of the Directors’ meeting under clause 16.9 shall, if willing, preside as chairman at every general
meeting. Where a general meeting is held and a chairman has not been elected under clause 16.9 or the chairman or, in his absence, the
vice-chairman is not present within 15 minutes after the time appointed for holding of the meeting or is unwilling to act:
| |
(a) |
the
Directors present may elect a chairman of the meeting; or |
| |
|
|
| |
(b) |
if
no chairman is elected in accordance with subsection (a), the Shareholders present shall elect one of their number to be the acting
chairman of the meeting. |
At
any time during a meeting and in respect of any specific item or items of business, the chairman may elect to vacate the chair in favour
of another person nominated by the chairman (which person must be a Director unless no Director is present or willing to act). That person
is to be taken to be the chairman and will have all the power of the chairman (other than the power to adjourn the meeting), during the
consideration of that item of business or those items of business.
| 13.7 | Disputes
Concerning Procedure |
If
there is a dispute at a general meeting about a question of procedure, the chairman may determine the question.
The
general conduct of each general meeting of the Company and the procedures to be adopted at the meeting will be determined by the chairman,
including the procedure for the conduct of the election of Directors.
The
chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted on the resumption of
any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. A poll cannot be
demanded on any resolution concerning the adjournment of a general meeting except by the chairman.
| 13.10 | Notice
of Resumption of Adjourned Meeting |
When
a meeting is adjourned for 30 days or more, notice of the resumption of the adjourned meeting shall be given in the same manner as for
the original meeting, but otherwise, it is not necessary to give any notice of any adjournment or of the business to be transacted on
the resumption of the adjourned meeting.
| 13.11 | How
resolutions are decided |
Subject
to the requirements of the Corporations Act, a resolution is taken to be carried if a majority of the votes cast on the resolution are
in favour of it.
In
the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
Subject
to any rights or restrictions for the time being attached to any class or classes of Shares, at meetings of Shareholders or classes of
Shareholders:
| |
(a) |
each
Shareholder entitled to vote may vote in person or by proxy, attorney or Representative or, if a determination has been made by the
Board in accordance with clause 13.35, by Direct Vote); |
| |
|
|
| |
(b) |
on
a show of hands, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder has one vote (even
though he or she may represent more than one member); and |
| |
|
|
| |
(c) |
on
a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder (or where a Direct Vote
has been lodged) shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney
or Representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes being equivalent
to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding
amounts credited). |
| 13.14 | Voting
- Show of Hands |
At
any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded in accordance
with clause 13.16.
Unless
a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously or
by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of general meetings
of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against
the resolution.
A
poll may be demanded before or immediately upon the declaration of the result of the show of hands by:
| |
(a) |
the
chairman of the general meeting; |
| |
|
|
| |
(b) |
at
least 5 Shareholders present in person or by proxy, attorney or Representative having the right to vote on the resolution; or |
| |
|
|
| |
(c) |
any
one or more Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote on the
resolution. |
The
Chairman must demand a poll if, having regard to the number of votes cast by proxy and Direct Vote, the outcome of the poll will or may
be different from the outcome of a show of hands.
| 13.17 | Manner
of Taking Poll |
If
a poll is duly demanded, it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the
chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded. A poll demanded on
the election of a chairman or on a question of adjournment shall be taken forthwith.
| 13.18 | Meeting
May Continue |
A
demand for a poll shall not prevent the continuation of the meeting for the transaction of other business.
| 13.19 | Voting
by Joint Holders |
In
the case of joint holders of Shares, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or Representative
or by Direct Vote, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall
be determined by the order in which the names stand in the Register of Shareholders.
| 13.20 | Shareholder
under Disability |
If
a Shareholder is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to
mental health, his committee or trustee or any other person that properly has the management of his estate may exercise any rights of
the Shareholder in relation to a general meeting as if the committee, trustee or other person were the Shareholder.
A
Shareholder is not entitled to any vote at a general meeting unless all calls presently payable by him in respect of Shares have been
paid. Nothing in this clause prevents such a Shareholder from voting at a general meeting in relation to any other Shares held
by that Shareholder provided all calls and other sums payable by him have been paid on those other Shares.
An
objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given
or tendered. This objection shall be referred to the chairman of the meeting, whose decision shall be final. A vote not disallowed pursuant
to such an objection is valid for all purposes.
| 13.23 | Restrictions
on voting |
A
Shareholder is not entitled to vote on a resolution at a general meeting if they are prevented from doing so by the Corporations Act,
the Listing Rules or this Constitution. The Company must disregard any vote (including a Direct Vote) purported to be cast on a resolution
by a member or a Representative, proxy or attorney in breach of this clause 13.23.
A
Shareholder who is entitled to attend and cast a vote at a general meeting may appoint a person as the Shareholder’s proxy to attend
and vote for the Shareholder at the general meeting. The appointment may specify the proportion or number of votes that the proxy may
exercise. Each Shareholder may appoint a proxy. A Shareholder who is entitled to cast 2 or more votes at the meeting may appoint 2 proxies.
If the Shareholder appoints 2 proxies and the appointment does not specify the proportion of votes that the proxy may exercise, each
proxy may exercise half the votes. Any fraction of votes resulting from the application of this clause 13.23 shall be disregarded. An
instrument appointing a proxy:
| (a) | shall
be in writing under the hand of the appointor or of his attorney, or, if the appointor is
a corporation, executed in accordance with the Corporations Act; |
| | | |
| (b) | may
specify the manner in which the proxy is to vote in respect of a particular resolution and,
where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution
except as specified in the instrument; |
| (c) | shall
be deemed to confer authority to demand or join in demanding a poll; |
| | | |
| (d) | shall
be in such form as the Directors determine and which complies with Division 6 of Part 2G.2
of the Corporations Act; |
| | | |
| (e) | shall
not be valid unless the original instrument and the power of attorney or other authority
(if any) under which the instrument is signed, or a copy or facsimile which appears on its
face to be an authentic copy of that proxy, power or authority, is or are deposited or sent
by facsimile or electronic transmission to the Registered Office, or at such other place
(being the place or being in the reasonable proximity of the place at which the meeting is
to be held) as is specified for that purpose in the notice convening the meeting (with any
Duty paid where necessary), by the time (being not less than 48 hours) prior to the commencement
of the meeting (or the resumption of the meeting if the meeting is adjourned and notice is
given in accordance with clause 13.10) as shall be specified in the notice convening the
meeting (or the notice under clause 13.10, as the case may be); and |
| | | |
| (f) | shall
comply with the Listing Rules. |
| 13.25 | Electronic
Appointment of Proxy |
For
the purposes of clause 13.24, a proxy appointment received at an electronic address will be taken to be signed by the appointor if:
| (a) | a
personal identification code allocated by the Company to the appointor has been input into
the appointment; |
| | | |
| (b) | the
appointment has been verified in another manner approved by the Directors; or |
| | | |
| (c) | is
otherwise authenticated in accordance with the Corporations Act. |
A
proxy form issued by the Company must allow for the insertion of the name of the person to be primarily appointed as proxy and may provide
that, in circumstances and on conditions specified in the form that are not inconsistent with this Constitution, the chairman of the
relevant meeting (or another person specified in the form) is appointed as proxy.
| 13.27 | Incomplete
proxy appointment |
Where
an instrument appointing a proxy has been received by the Company within the period specified in clause 13.24(e) and the Company considers
that the instrument has not been duly executed or authenticated or is otherwise incomplete (other than by reason only that the name or
office of the proxy has not been completed), the board, in its discretion, may:
| (a) | return
the instrument appointing the proxy to the appointing Shareholder; and |
| (b) | request
that the appointing Shareholder take such steps to complete, sign, execute or authenticate the proxy instrument within the
time period notified to the appointing Shareholder. |
| 13.28 | No
right to speak or vote if appointing Shareholder present |
The
appointment of a proxy is not revoked by the appointing Shareholder attending and taking part in the meeting, unless the appointing Shareholder
actually votes at the meeting on the resolution for which the proxy is proposed to be used, in which case the proxy’s appointment
is deemed to be revoked with respect to voting on that resolution.
| 13.29 | Rights
where 2 proxies or attorneys are appointed |
Where
a Shareholder appoints 2 proxies or attorneys to vote at the same general meeting:
| (a) | on
a show of hands, if more than one proxy or attorney attends, neither may vote; and |
| | | |
| (b) | on
a poll, each proxy or attorney may only exercise votes in respect of those shares or voting
rights the proxy or attorney represents. |
| 13.30 | More
than 2 proxies or attorneys appointed |
If
the Company receives notice of the appointment of a proxy or attorney in accordance with this Constitution that results in more than
2 proxies or attorneys being entitled to act at a general meeting then in determining which proxies or attorneys may act at that meeting:
| (a) | a
proxy or attorney appointed for that particular meeting may act ahead of any proxy or attorney
whose appointment is a standing appointment; and |
| | | |
| (b) | subject
to clause 13.30(a) the proxies or attorneys whose appointments are received by the Company
most recently in time may act. |
A
vote given in accordance with the terms of an instrument of proxy or attorney is valid notwithstanding the previous death or unsoundness
of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed) or the transfer
of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation
or transfer has been received by the Company at the Registered Office before the commencement of the meeting or adjourned meeting at
which the instrument is used or the power is exercised.
| 13.32 | Representatives
of Corporate Shareholders |
A
body corporate (the appointor) that is a Shareholder may authorise, in accordance with
section 250D of the Corporations Act, by resolution of its Directors or other governing body, such person or persons as it may determine
to act as its Representative at any general meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled
to exercise all the rights and privileges of the appointor as a Shareholder. When a Representative
is present at a general meeting of the Company, the appointor shall be deemed to be personally present at the meeting unless the Representative
is otherwise entitled to be present at the meeting. The original form of appointment of a Representative, a certified copy of the appointment,
or a certificate of the body corporate evidencing the appointment of a Representative is evidence of a Representative having been appointed.
| 13.33 | More
than one Representative present |
If
more than one Representative appointed by a Shareholder (and in respect of whose appointment the Company has not received notice of revocation)
is present at a general meeting then:
| (a) | a
Representative appointed for that particular meeting may act to the exclusion of a Representative
whose appointment is a standing appointment; and |
| | | |
| (b) | subject
to clause 13.33(a), the Representative appointed most recently in time may act to the exclusion
of a Representative appointed earlier. |
| 13.34 | Rights
of Representatives, proxies and attorneys |
Subject
to clauses 13.23 to 13.33, unless the terms of appointment of a Representative, proxy or attorney provide otherwise, the Representative,
proxy or attorney:
| (a) | has
the same rights to speak, demand a poll, join in the demanding of a poll or act generally
at the meeting as the appointing Shareholder would have if the Shareholder had been present
but may not cast a vote by Direct Vote; |
| | | |
| (b) | is
taken to have authority to vote on any amendment moved to the proposed resolutions, any motion
that the proposed resolutions not be put or any similar motion and any procedural resolution,
including any resolution for the election of a chairman or the adjournment of a general meeting;
and |
| | | |
| (c) | may
attend and vote at any postponed or adjourned meeting unless the appointing Shareholder gives
the Company notice in writing to the contrary not less than 48 hours before the time to which
the holding of the meeting has been postponed or adjourned. |
This
clause 13.34 applies even if the terms of appointment of a Representative, proxy or attorney refers to specific resolutions or to a specific
meeting to be held at a specific time.
| 13.35 | Board
may determine Direct Voting to apply |
| (a) | The
Board may determine that Shareholders may cast votes to which they are entitled on any or
all of the resolutions (including any special resolution) proposed to be considered at, and
specified in the notice convening, a meeting of Shareholders, by Direct vote. |
| (b) | If
the Board determines that votes may be cast by Direct Vote, the Board may make such regulations
as it considers appropriate for the casting of Direct Votes, including regulations for: |
| (i) | the
form, method and manner of voting by Direct Vote; and |
| | | |
| (ii) | the
time by which the votes of Shareholders to be cast by Direct Vote must be received by the
Company in order to be effective. |
| (c) | If
the Board determines to allow voting by Direct Vote on a resolution at a meeting, the notice
of meeting must inform shareholders of their right to vote by direct vote in respect of that
resolution. |
| 13.36 | Direct
Voting instrument – form, signature and deposit |
| (a) | If
sent by post or fax, a Direct Vote must be signed by the Shareholder or properly authorised
attorney or, if the Shareholder is a company, either under seal or by a duly authorised officer,
attorney or representative. |
| | | |
| (b) | If
sent by electronic transmission, a Direct Vote is taken to have been signed if it has been
signed or authorised by the Shareholder in the manner approved by the Board or specified
in the notice of meeting. |
| | | |
| (c) | At
least 48 hours before the time for holding the relevant meeting, an adjourned meeting or
a poll at which a person proposes to vote, the Company must receive at its registered office
or such other place as specified for that purpose in the notice of meeting, or be transmitted
to a facsimile number or electronic address specified for that purpose in the notice of meeting: |
| (i) | the
Direct Vote; and |
| | | |
| (ii) | if
relevant, any authority or power under which the Direct Vote was signed or a certified copy
of that power or authority if not already lodged with the Company. |
| (d) | A
notice of intention of voting is valid if it contains the following information: |
| (i) | the
Shareholder’s name and address and any applicable identifying notations
such as the holder identification number or similar approved by the Board or specified in
the notice of meeting; and |
| | | |
| (ii) | the
Shareholder’s voting intention on any or all of the resolutions to
be put before the meeting. |
| (a) | If
a single voting form contains instructions for both a Direct Vote and appointment of a proxy,
the Shareholder will be understood not to have appointed a proxy by exercising their right
to Direct Vote pursuant to that voting form. The authority of any proxy will be revoked and
only the Direct Votes will be counted. |
| (b) | If
a single voting form is received and neither the direct voting box nor the appointment of
proxy box is selected, the Shareholder will be taken to have appointed the person named in
the form as proxy and if no person is named, the chair of the meeting as proxy. |
| | | |
| (c) | The
Shareholder may include in their voting form the number of shares to be voted on any resolution
by inserting the percentage or number of shares. Otherwise the instructions apply to all
Shares held by the Shareholder. |
| | | |
| (d) | If
more than one joint holder votes on a resolution, only the vote of the joint holder whose
name appears first in the register of members is counted. |
| 13.38 | Direct
Votes count on a poll |
| (a) | Direct
Votes are not counted if a resolution is decided on a show of hands. |
| | | |
| (b) | Subject
to clauses 13.39 and 13.40, if a poll is held on a resolution a vote cast by Direct Vote
by a Shareholder entitled to vote on the resolution is taken to have been cast on the poll
as if the Shareholder had cast the vote in the poll at the meeting. |
| | | |
| (c) | Direct
Votes abstained will not be counted in computing the required majority on a poll. |
| | | |
| (d) | If
the Direct Votes lodged (together with the proxies received) could result in a different
outcome from a vote on a show of hands, the Chair of the meeting should call for a poll. |
| | | |
| (e) | A
Direct Vote received by the Company on a resolution which is amended is taken to be a Direct
Vote on that resolution as amended, unless the Chair of the meeting determines that this
is not appropriate. |
| | | |
| (f) | Receipt
of a Direct Vote from a Shareholder has the effect of revoking (or, in the case of a standing
appointment, suspending) the appointment of a proxy, attorney or representative made by the
shareholder under an instrument received by the Company before the Direct Vote was received. |
| 13.39 | Withdrawal
of a Direct Vote |
A
Direct Vote:
| (a) | may
be withdrawn by the Shareholder by notice in writing received by the Company before the commencement
of the meeting (or in the case of an adjournment, the resumption of the meeting; |
| | | |
| (b) | is
automatically withdrawn if: |
| (i) | the
Shareholder attends the meeting in person and registers to vote at the meeting (including
in the case of a body corporate, by representative); |
| | | |
| (ii) | the
Company receives from the Shareholder a further Direct Vote or Direct Votes (in which case
the most recent Direct Vote is, subject to the rules in clause 13.35 to 13.40, counted in
lieu of the prior Direct Vote; |
| (iii) | the
Company receives, after the Direct Vote, an instrument under which a representative, proxy
or attorney is appointed to act for the Shareholder at the meeting in accordance with clause
13.24 and 13.32. |
A
Direct Vote withdrawn under this clause 13.39 is not counted.
| 13.40 | Validity
of Direct Vote |
| (a) | A
Direct Vote received by the Company is valid even if, before the meeting, the Shareholder: |
| (i) | dies
or becomes mentally incapacitated; |
| | | |
| (ii) | becomes
bankrupt or an insolvent under administration or is wound up; |
| | | |
| (iii) | transfers
the Shares in respect of which the Direct vote was given; |
| | | |
| (iv) | where
the Direct Vote is given on behalf of the Shareholder by an attorney, revokes the appointment
of the attorney or the authority under which the appointment was made by a third party, |
unless
the Company has received written notice of the matter before the commencement or resumption of the meeting.
| (b) | A
decision by the Chair of the meeting as to whether a Direct Vote is valid is conclusive. |
| 13A. |
USE
OF TECHNOLOGY AT GENERAL MEETINGS |
| (a) | To
the extent permitted under the Corporations Act, Listing Rules and any other applicable law,
a general meeting may be convened using virtual technology only, or at two or more venues,
provided that the form of technology used provides all shareholders entitled to attend the
meeting, as a whole, a reasonable opportunity to participate in the meeting without being
physically present in the same place. |
| | | |
| (b) | The
provisions of this Constitution relating to general meetings apply, so far as they can and
with any necessary changes to ensure compliance with the Corporations Act, Listing Rules
and any other applicable law, to general meetings held using that technology. |
| | | |
| (c) | Where
a general meeting is held using virtual technology only or at two or more venues using any
form of technology: |
| (i) | a
Shareholder participating in the meeting is taken to be present in person at the meeting; |
| (ii) | any
documents required or permitted to be tabled at the meeting will be taken to have been tabled
at the meeting if the document is given, or made available, to the persons entitled to attend
the meeting (whether physically or using technology) before or during the meeting; and |
| (iii) | the
meeting is taken to be held at the physical venue set out in the notice of meeting, or at
the registered office of the Company if the meeting is held using virtual technology only. |
| 13A.2 |
Communication
of meeting documents |
To
the extent permitted under the Corporations Act, Listing Rules and any other applicable law, any document that is required or permitted
to be given to a Shareholder that relates to a Shareholders’ meeting (including, but not limited to, the notice of meeting) may
be distributed:
| (a) | by
means of electronic communication; or |
| (b) | by
giving the Shareholder (by means of an electronic communication or otherwise) sufficient
information to allow the person to access the document electronically, |
in
accordance with the Corporations Act.
The
Company shall at all times have at least 3 Directors. The number of Directors shall not exceed 9. Subject to the Corporations Act, the
Company may, by ordinary resolution, increase or reduce the number of Directors and may also determine in what rotation the increased
or reduced number is to go out of office. Subject to any resolution of the Company determining the maximum and minimum numbers of Directors,
the Directors may from time to time determine the respective number of Executive and non-executive Directors.
| 14.2 | Rotation
of Directors |
Subject
to clause 18.4, at the Company’s annual general meeting in every year, one- third of the Directors for the time being, or, if their
number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided
always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general
meeting following his or her appointment, whichever is the longer, without submitting himself for re- election. The Directors to retire
at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became
Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring
Director is eligible for re- election. An election of Directors shall take place each year.
In
determining the number of Directors to retire, no account is to be taken of:
| (a) | a
Director who only holds office until the next annual general meeting pursuant to clause 14.4;
and/ or |
each
of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only
one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or
retirement by rotation.
| 14.3 | Election
of Directors |
Subject
to the provisions of this Constitution, the Company may elect a person as a Director by resolution passed in general meeting. A Director
elected at a general meeting is taken to have been elected with effect immediately after the end of that general meeting unless the resolution
by which the Director was appointed or elected specifies a different time. No person other than a Director seeking re-election shall
be eligible for election to the office of Director at any general meeting unless the person or some Shareholder intending to propose
his or her nomination has, at least 30 days before the meeting, left at the Registered Office a notice in writing duly signed by the
nominee giving his or her consent to the nomination and signifying his or her candidature for the office or the intention of the Shareholder
to propose the person. Notice of every candidature for election as a Director shall be given to each Shareholder with or as part of the
notice of the meeting at which the election is to take place. The Company shall observe the requirements of the Corporations Act with
respect to the election of Directors. If the number of nominations exceeds the vacancies available having regard to clause 14.1, the
order in which the candidates shall be put up for election shall be determined by the drawing of lots supervised by the Directors and
once sufficient candidates have been elected to fill up the vacancies available, the remaining candidates shall be deemed defeated without
the need for votes to be taken on their election.
The
Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors,
but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director
so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be
taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
The
Company may by resolution remove any Director before the expiration of his period of office, and may by resolution appoint another person
in his place. The person so appointed is subject to retirement at the same time as if he had become a Director on the day on which the
Director in whose place he is appointed was last elected a Director.
The
office of Director shall automatically become vacant if the Director:
| (a) | ceases
to be a Director by virtue of section 203D or any other provision of the Corporations Act; |
| | | |
| (b) | becomes
bankrupt or insolvent or makes any arrangement or composition with his creditors generally; |
| | | |
| (c) | becomes
prohibited from being a Director by reason of any order made under the Corporations Act; |
| | | |
| (d) | becomes
of unsound mind or a person whose person or estate is liable to be dealt with in any way
under the law relating to mental health; |
| | | |
| (e) | resigns
his or her office by notice in writing to the Company; |
| | | |
| (f) | is
removed from office under clause 14.5; or |
| | | |
| (g) | is
absent for more than 6 months, without permission of the Directors, from meetings of the
Directors held during that period. |
The
Directors shall be paid out of the funds of the Company, by way of remuneration for their services as Directors. Subject to clause 14.8
below, the total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of executive Directors) from time to time
will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the
Directors as the Directors shall determine and, in default of agreement between them, then in equal shares. No non-executive Director
shall be paid as part or whole of his remuneration a commission on or a percentage of profits or a commission or a percentage of operating
revenue, and no executive Director shall be paid as whole or part of his remuneration a commission on or percentage of operating revenue.
The remuneration of a Director shall be deemed to accrue from day to day. Remuneration under this clause 14.7 may be provided in such
manner that the Directors decide (including by way of contribution to a superannuation fund on behalf of the Director) and if any part
of the fees of any Director is to be provided other than in cash the Directors may determine the manner in which the non-cash component
of the fees is to be valued.
| 14.8 | Initial
Fees to Directors |
The
total aggregate fixed sum per annum to be paid to Directors (excluding salaries of executive Directors) in accordance with clause 14.7
shall initially be no more than $400,000 and may be varied by ordinary resolution of the Shareholders in general meeting.
The
Directors shall be entitled to be paid reasonable travelling, accommodation and other expenses incurred by them respectively in or about
the performance of their duties as Directors. If any of the Directors being willing are called upon to perform extra services or make
any special exertions on behalf of the Company or its business, the Directors may remunerate this Director in accordance with such services
or exertions, and this remuneration may be either in addition to or in substitution for his or her share in the remuneration provided
for by clause 14.7.
| 14.10 | No
Share Qualification |
A
Director is not required to hold any Shares.
| 15. | POWERS
AND DUTIES OF DIRECTORS |
| 15.1 | Management
of the Company |
Subject
to the Corporations Act and the Listing Rules and to any other provision of this Constitution, the business of the Company shall be managed
by the Directors, who may pay all expenses incurred in promoting and forming the Company, and may exercise all such powers of the Company
as are not, by the Corporations Act or the Listing Rules or by this Constitution, required to be exercised by the Company in general
meeting.
Without
limiting the generality of clause 15.1, the Directors may at any time:
| (a) | exercise
all powers of the Company to borrow money, to charge any property or business of the Company
or all or any of its uncalled capital and to issue debentures or give any other security
for a debt, liability or obligation of the Company or of any other person; |
| | | |
| (b) | sell
or otherwise dispose of the whole or any part of the assets, undertakings and other properties
of the Company or any that may be acquired on such terms and conditions as they may deem
advisable, but: |
| (i) | if
the Company is listed on ASX, the Company shall comply with the Listing Rules which relate
to the sale or disposal of a company’s assets, undertakings or other properties; and |
| | | |
| (ii) | on
the sale or disposition of the Company’s main undertaking or on the liquidation of
the Company, no commission or fee shall be paid to any Director or Directors or to any liquidator
of the Company unless it shall have been ratified by the Company in general meeting, with
prior notification of the amount of such proposed payments having been given to all Shareholders
at least 7 days prior to the meeting at which any such payment is to be considered; and |
| (c) | take
any action necessary or desirable to enable the Company to comply with the Listing Rules. |
The
Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes, with
the powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for the
period and subject to the conditions as they think fit. This power of attorney may contain provisions for the protection and convenience
of persons dealing with the attorney as the Directors may determine and may also authorise the attorney to delegate all or any of the
powers, authorities and discretions vested in the person.
All
cheques, promissory notes, bankers drafts, bills of exchange, electronic transfers and other negotiable instruments, and all receipts
for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors
or in any other manner as the Directors determine.
| 15.5 | Retirement
Benefits for Directors |
The
Directors may at any time, subject to the Listing Rules, adopt any scheme or plan which they consider to be in the interests of the Company
and which is designed to provide retiring or superannuation benefits for both present and future non-executive Directors, and they may
from time to time vary this scheme or plan. Any scheme or plan may be effected by agreements entered into by the Company with individual
Directors, or by the establishment of a separate trust or fund, or in any other manner the Directors consider proper. The Directors may
attach any terms and conditions to any entitlement under any such scheme or plan that they think fit, including, without limitation,
a minimum period of service by a Director before the accrual of any entitlement and the acceptance by the Directors of a prescribed retiring
age. No scheme or plan shall operate to confer upon any Director or on any of the dependants of any Director any benefits exceeding those
contemplated in section 200F of the Corporations Act or the Listing Rules, except with the approval of the Company in general meeting.
| 15.6 | Securities
to Directors or Shareholders |
If
a Director acting solely in the capacity of Director of the Company shall become personally liable for the payment of any sum primarily
due by the Company, the Directors may create any mortgage, charge or security over or affecting the whole or any part of the assets of
the Company by way of indemnity to secure the persons or person so becoming liable from any loss in respect of such liability.
| 16. | PROCEEDINGS
OF DIRECTORS |
A
Director may at any time, and a Secretary shall, whenever requested to do so by one or more Directors, convene a meeting of the Directors,
but not less than 24 hours’ notice of every such meeting shall be given to each Director, and to each Alternate Director, either
by personal telephone contact or in writing by the convenor of the meeting. The Directors may by unanimous resolution agree to shorter
notice. An accidental omission to send a notice of a meeting of Directors to any Director or the non-receipt of such a notice by any
Director does not invalidate the proceedings, or any resolution passed, at the meeting.
| 16.2 | Procedure
at Meetings |
The
Directors may meet together for the despatch of business and adjourn and, subject to this clause 16, otherwise regulate the meetings
as they think fit.
No
business shall be transacted at any meeting of Directors unless a quorum is present, comprising two Directors present in person, or by
instantaneous communication device, notwithstanding that less than two Directors may be permitted
to vote on any particular resolution or resolutions at that meeting for any reason whatsoever. Where a quorum cannot be established for
the consideration of a particular matter at a meeting of Directors, one or more of the Directors may call a general meeting of the Company
to deal with the matter. In determining whether a quorum is present, each individual participating as a Director or as an Alternate Director
for another Director is to be counted except that an individual participating in more than one capacity is to be counted only once.
| 16.4 | Secretary
May Attend and Be Heard |
The
Secretary is entitled to attend any meeting of Directors and is entitled to be heard on any matter dealt with at any meeting of Directors.
Questions
arising at any meeting of Directors shall be decided by a majority of votes. A resolution passed by a majority of Directors shall for
all purposes be deemed a determination of “the Directors”. An Alternate Director has one vote for each Director for whom
he or she is an alternate. If an Alternate Director is also a Director, he or she also has a vote as a Director.
In
the case of an equality of votes, the chairman of the meeting shall have a second or casting vote, but the chairman shall have no casting
vote where only 2 Directors are competent to vote on the question.
A
Director may, with the approval of a majority of the other Directors, appoint any person to be an alternate Director in his or her place
during any period as he or she thinks fit, and the following provisions shall apply with respect to any Alternate Director:
| (a) | he
or she is entitled to notice of meetings of the Directors and, if his or her appointor Director
is not present at such a meeting, he or she is entitled to attend and vote in the place of
the absent Director; |
| | | |
| (b) | he
or she may exercise any powers that his or her appointor Director may exercise (except the
power to appoint an Alternate Director), and the exercise of any such power by the alternate
Director shall be deemed to be the exercise of the power by his or her appointor Director; |
| | | |
| (c) | he
or she is subject to the provisions of this Constitution which apply to Directors, except
that Alternate Directors are not entitled in that capacity to any remuneration from the Company
(but Alternate Directors are entitled to reasonable travelling, accommodation and other expenses
as the Alternate Director may properly incur in travelling to, attending and returning from
meetings of Directors or meetings of a committees by the Directors of which the appointor
is not present); |
| | | |
| (d) | he
or she is not required to hold any Shares; |
| (e) | his
or her appointment may be terminated at any time by his or her appointor Director notwithstanding
that the period of the appointment of the alternate Director has not expired, and the appointment
shall terminate in any event if his or her appointor Director vacates office as a Director; |
| | | |
| (f) | the
appointment, or the termination of an appointment, of an alternate Director shall be effected
by a written notice signed by the Director who made the appointment given to the Company;
and |
| | | |
| (g) | is,
whilst acting as an Alternate Director, an officer of the Company and not the agent of the
appointor and is responsible to the exclusion of the appointor for the Alternate Director’s
own acts and defaults. |
| 16.8 | Continuing
Directors May Act |
In
the event of a vacancy or vacancies in the office of a Director, the remaining Directors may act but, if the number of remaining Directors
is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purposes of appointing a Director or Directors,
or in order to convene a general meeting of the Company.
The
Directors shall elect from their number a chairman of their meetings and may determine the period for which he or she is to hold office.
Where a Directors’ meeting is held and a chairman has not been elected or is not present at the meeting within 10 minutes after
the time appointed for the meeting to begin, the Directors present shall elect one of their number to be the acting chairman of the meeting.
The Directors may elect a Director as deputy chairman to act as chairman in the chairman’s absence.
The
Directors may delegate any of their powers to a committee or committees consisting of such of their number as they think fit. The Directors
may at any time revoke any such delegation of power. A committee to which any powers have been so delegated shall exercise the powers
delegated in accordance with any directions of the Directors, and a power so exercised shall be deemed to have been exercised by the
Directors. The members of such a committee may elect one of their number as chairman of their meetings. Questions arising at a meeting
of a committee shall be determined by a majority of votes of the members present and voting. In the case of an equality of votes, the
chairman shall have a casting vote. The provisions of this Constitution applying to meetings and resolutions of Directors apply, so far
as they can and with any necessary changes, to meetings and resolutions of a committee of Directors, except to the extent they are contrary
to any direction given under this clause 16.10.
A
resolution in writing signed by all the Directors for the time being (or their respective alternate Directors), except those Directors
(or their alternates) who expressly indicate their abstention in writing to the Company and those who would not be permitted, by virtue
of section 195 of the Corporations Act to vote, shall be as valid and effectual as if it had been passed at a meeting of the Directors
duly convened and held. This resolution may consist of several documents in like form, each
signed by one or more Directors. Copies of the documents to be signed under this clause must be sent to every Director who is entitled
to vote on the resolution. The resolution is taken to have been passed when the last Director signs the relevant documents. A facsimile
transmission, an email bearing the signature of the Director or an email of the Director addressed to another officer of the Company
confirming agreement with the resolution and undertaking to sign the resolution as soon as practicable shall be deemed to be a document
in writing signed by the Directors.
| 16.12 | Defective
Appointment |
All
acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director are, notwithstanding that
it is afterwards discovered that there was some defect in the appointment of a person to be, or to act as, a Director, or that a person
so appointed was disqualified, as valid as if the person had been duly appointed and was qualified to be a Director or to be a member
of the committee.
| 16.13 | Directors
May Hold Other Offices |
A
Director may hold any other office or place of profit in or in relation to the Company or a related body corporate of the Company (except
that of auditor) in conjunction with his or her office of Director and on any terms as to remuneration or otherwise that the Directors
shall approve.
| 16.14 | Directors
May Hold Shares, etc. |
A
Director may be or become a shareholder in or director of or hold any other office or place of profit in or in relation to any other
company promoted by the Company or a related body corporate of the Company or in which the Company may be interested, whether as a vendor,
shareholder or otherwise.
| 16.15 | Directors
Not Accountable for Benefits |
No
Director shall be accountable for any benefits received as the holder of any other office or place of profit in or in relation to the
Company or any other company referred to in clause 16.14 or as a shareholder in or director of any such company.
| 16.16 | Disclosure
of Interests in Related Matters |
As
required by the Corporations Act, a Director must give the Directors notice of any material personal interest in a matter that relates
to the affairs of the Company. No Director shall be disqualified by his office from contracting with the Company whether as vendor, purchaser
or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director
shall be in any way interested be avoided or prejudiced on that account, nor shall any Director be liable to account to the Company for
any profit arising from any such contract or agreement by reason only of such Director holding that office or of the fiduciary relationship
thereby established. A Director who has a material personal interest in a matter that is being considered at a meeting of Directors must
not be present while the matter is being considered at the meeting or vote on that matter except where permitted by the Corporations
Act. Nothing in this Constitution shall be read or construed so as to place on a Director any restrictions other than those required
by the Corporations Act or the Listing Rules.
| 16.17 | Disclosure
of Shareholding |
A
Director must give to the Company such information about the Shares or other securities in the Company in which the Director has a relevant
interest and at the times that the Secretary requires, to enable the Company to comply with any disclosure obligations it has under the
Corporations Act or the Listing Rules.
| 16.18 | Related
Body Corporate Contracts |
A
Director shall not be deemed to be interested or to have been at any time interested in any contract or arrangement by reason only that
in a case where the contract or arrangement has been or will be made with, for the benefit of, or on behalf of a Related Body Corporate,
he or she is a shareholder in that Related Body Corporate.
| 16.19 | Voting,
Affixation of Seal |
A
Director may in all respects act as a Director in relation to any contract or arrangement in which he or she is interested, including,
without limiting the generality of the above, in relation to the use of the Company’s common seal, but a Director may not vote
in relation to any contract or proposed contract or arrangement in which the Director has directly or indirectly a material interest
except as permitted by the Corporations Act.
| 16.20 | Home
Branch to be Advised |
The
Directors shall advise the Home Branch without delay of any material contract involving Director’s or Directors’ interests.
The advice shall include at least the following information:
| (a) | the
names of the parties to the contract; |
| | | |
| (b) | the
name or names of the Director or Directors who has or have any material interest in the contract; |
| | | |
| (c) | particulars
of the contract; and |
| | | |
| (d) | particulars
of the relevant Director’s or Directors’ interest or interests in that contract. |
| 17. | MEETING
BY INSTANTANEOUS COMMUNICATION DEVICE |
| 17.1 | Meetings
to be Effectual |
A
Director shall be entitled to attend a Directors’ meeting by means of an instantaneous communication device rather than in person.
In those circumstances, a Director shall still receive all materials and information to be made available for the purposes of the Directors’
meeting.
For
the purposes of this Constitution, the contemporaneous linking together by instantaneous communication device of a number of consenting
Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute
a Directors’ meeting and all the provisions of this Constitution as to the Directors’
meetings shall apply to such meetings held by instantaneous communication device so long as the following conditions are met:
| (a) | all
the directors for the time being entitled to receive notice of the Directors’ meeting
(including any alternate for any Director) shall be entitled to notice of a meeting by instantaneous
communication device for the purposes of such meeting. Notice of any such Directors’
meeting shall be given on the instantaneous communication device or in any other manner permitted
by this Constitution; |
| | | |
| (b) | each
of the Directors taking part in the Directors’ meeting by instantaneous communication
device must be able to hear each of the other Directors taking part at the commencement of
the Directors’ meeting; and |
| | | |
| (c) | at
the commencement of the Directors’ meeting each Director must acknowledge his or her
presence for the purpose of a Directors’ meeting of the Company to all the other Directors
taking part. |
A
Directors’ meeting held by instantaneous communication device shall be deemed to have
been held at the Registered Office.
| 17.2 | Procedure
at Meetings |
A
Director may leave a Directors’ meeting held under clause 17.1 by informing the Chairman of the Directors’ meeting and then
disconnecting his instantaneous communication device. Unless this procedure has been followed a Director shall be conclusively presumed
to have been present and to have formed part of the quorum at all times during the Directors’ meeting by instantaneous communication
device.
A
minute of the proceedings at a meeting held under clause 17.1 shall be sufficient evidence of such proceedings and of the observance
of all necessary formalities if certified as a correct minute by the chairman or the person taking the chair at the meeting under clause
17.1.
For
the purposes of this Constitution, “instantaneous communication device” shall include telephone, television or any
other audio or visual device which permits instantaneous communication.
| 18. | MANAGING
AND EXECUTIVE DIRECTORS AND SECRETARIES |
The
Directors may from time to time appoint one or more of their number to the office of managing director (Managing Director) of
the Company or to any other office, (except that of auditor), or employment under the Company, either for a fixed term or at will, but
not for life and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment. A Director
other than a Managing Director so appointed is in this Constitution referred to as an executive director (Executive Director).
The appointment of a Managing Director or Executive Director so appointed automatically terminates if he ceases for any reason to be
a Director.
Subject
to clause 14.7, a Managing Director or Executive Director shall, subject to the terms of any agreement entered into in a particular case,
receive remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as
the Directors may determine.
The
Directors may, upon such terms and conditions and with such restrictions as they think fit, confer upon a Managing Director or Executive
Director any of the powers exercisable by them. Any powers so conferred may be concurrent with, or be to the exclusion of, the powers
of the Directors. The Directors may at any time withdraw or vary any of the powers so conferred on a Managing Director or Executive Director.
Subject
to clause 14.2, a Managing Director shall not retire by rotation, but Executive Directors shall.
A
Secretary of the Company shall hold office on such terms and conditions, as to remuneration and otherwise, as the Directors determine.
There must be at least one Secretary of the Company at all times.
Subject
to the Corporations Act, the Company may have a Seal. The Directors shall provide for the safe custody of the Seal. The Seal shall only
be used by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the
Seal. Every document to which the Seal is affixed shall be signed by a Director and countersigned by another Director, (who may be an
alternate Director) a Secretary or another person appointed by the Directors to countersign that document or a class of documents in
which that document is included.
| 19.2 | Execution
of Documents Without a Seal |
Without
limiting the ways a document can be signed under the Corporations Act, the Company may execute a document without using the Seal if the
document is signed by:
| (a) | two
Directors; |
| | | |
| (b) | a
Director and a Secretary; or |
| (c) | any
person or persons authorised by the Directors for the purposes of executing that document
or the class of document to which that document belongs. |
Subject
to the Corporations Act, the Company may have a duplicate Seal, known as the Share Seal, which shall be a facsimile of the Seal with
the addition on its face of the words “Share Seal”, and the following provisions shall apply to its use:
| (a) | any
certificate for Shares may be issued under the Share Seal and if so issued shall be deemed
to be sealed with the Seal; |
| | | |
| (b) | subject
to the following provisions of this clause 19.3, the signatures required by clause 19.1 on
a document to which the Seal is affixed may be imposed by some mechanical means; |
| | | |
| (c) | subject
to the following provisions of this clause 19.3, the Directors may determine the manner in
which the Share Seal shall be affixed to any document and by whom a document to which the
Share Seal is affixed shall be signed, and whether any signature so required on such a document
must be actually written on the document or whether it may be imposed by some mechanical
means; |
| | | |
| (d) | the
only documents on which the Share Seal may be used shall be Share or stock unit certificates,
debentures or certificates of debenture stock, secured or unsecured notes, option certificates
and any certificates or other documents evidencing any Share Options or rights to take up
any Shares in or debenture stock or debentures or notes of the Company; and |
| | | |
| (e) | signatures
shall not be imposed by mechanical means nor (except when the requirements of clause 19.1
as to signatures are complied with) shall the Share Seal be used on any certificate or other
document mentioned in clause 19.3(d) unless the certificate or other document has first been
approved for sealing or signature (as the case may be) by the Board or other authorised person
or persons. |
| 20. | ACCOUNTS,
AUDIT AND RECORDS |
| 20.1 | Accounting
records to be kept |
The
Directors shall cause proper accounting and other records to be kept by the Company and shall distribute copies of the Company’s
accounts and reports as required by the Corporations Act and the Listing Rules.
The
Company shall comply with the requirements of the Corporations Act and the Listing Rules as to the audit of accounts, registers and records.
The
Directors shall determine whether and to what extent, and at what time and places and under what conditions, the accounting records and
other documents of the Company or any of them will be open to the inspection of Shareholders
other than Directors. A Shareholder other than a Director shall not be entitled to inspect any document of the Company except as provided
by law or authorised by the Directors or by the Company in general meeting.
The
Directors shall cause to be kept, in accordance with section 1306 of the Corporations Act, minutes of:
| (a) | all
proceedings of general meetings and Directors meetings; and |
| | | |
| (b) | all
appointments of Officers and persons ceasing to be Officers. |
All
minutes shall be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding
meeting.
| 21.3 | Requirements
of the Corporations Act |
The
Company and the Officers shall comply with the requirements of Part 2G.3 of Chapter 2G of the Corporations Act.
| 22. | DIVIDENDS
AND RESERVES |
Subject
to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference Shareholders and to the rights of the
holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time decide to pay
a dividend to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount
paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares. The Directors may
rescind a decision to pay a dividend if they decide, before the payment date, that the Company’s financial position no longer justifies
the payment.
The
Directors may from time to time pay to the Shareholders any interim dividends that they may determine.
No
dividend shall carry interest as against the Company.
The
Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion
of the Directors, for any purpose for which the profits of the Company may be properly applied. Pending any
application of the reserves, the Directors may invest or use the reserves in the business of the Company or in other investments
as they think fit. Any amount set aside as a reserve is not required to be held separately from the Company’s other assets and
may be used by the Company or invested as the Directors think fit.
| 22.5 | Carrying
forward profits |
The
Directors may carry forward any part of the profits of the Company that it decides not to distribute as dividends without transferring
those profits to a reserve.
| 22.6 | Alternative
Method of Payment of Dividend |
When
declaring any dividend and subject at all times to the Corporations Act and the Listing Rules, the Directors may:
| (a) | direct
payment of the dividend to be made wholly or in part by the distribution of specific assets
or documents of title (including, without limitation, paid-up Shares, debentures or debenture
stock of this or any other company, gold, gold or mint certificates or receipts and like
documents) or in any one or more of these ways, and where any difficulty arises with regard
to the distribution the Directors may settle it as they think expedient and in particular
may issue fractional certificates and may fix the value for distribution of specific assets
or any part of them and may determine that cash payments shall be made to any Shareholders
upon the basis of the value so fixed in order to adjust the rights of all parties and may
vest any of these specific assets in trustees upon trusts for the persons entitled to the
dividend as may seem expedient to the Directors; or |
| | | |
| (b) | direct
that a dividend be payable to particular Shareholders wholly or partly out of any particular
fund or reserve or out of profits derived from any particular source and to the remaining
Shareholders wholly or partly or of any other particular fund or reserve or out of profits
derived from any other particular source and may so direct notwithstanding that by so doing
the dividend will form part of the assessable income for taxation purposes of some Shareholders
and will not form part of the assessable income of others. |
For
the purposes of this clause, the Company is authorised to distribute securities of another body corporate by way of dividend and, on
behalf of the Shareholders, provide the consent of each Shareholder to becoming a member of that body corporate and the agreement of
each Shareholder to being bound by the constitution of that body corporate.
| 22.7 | Shareholders
entitled to dividend |
Subject
to this Constitution, a dividend in respect of a Share is payable to the person registered as the holder of that share:
| (a) | if
the Directors have fixed a time for determining entitlements to the dividend, at that time;
and |
| | | |
| (b) | in
any other case, on the date on which the dividend is paid. |
Any
dividend payable may be paid by:
| (a) | cheque
sent through the mail directed to: |
| (i) | the
address of the Shareholder shown in the Register or to the address of the joint holders of
Shares shown first in the Register; or |
| | | |
| (ii) | an
address which the Shareholder has, or joint holders have, in writing notified the Company
as the address to which dividends should be sent; |
| (b) | electronic
funds transfer to an account with a bank or other financial institution nominated by the
Shareholder and acceptable to the Company; or |
| (c) | any
other means determined by the Directors. |
Except
as otherwise provided by statute, all dividends unclaimed for one year after having been declared may be invested or otherwise made use
of by the Directors for the benefit of the Company until claimed.
| 22.10 | Breach
of Restriction Agreement |
In
the event of a breach of the Listing Rules relating to Restricted Securities or of any escrow arrangement entered into by the Company
under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as Restricted Securities, the
Shareholder holding the Shares in question shall cease to be entitled to be paid any dividends in respect of those Shares for so long
as the breach subsists.
| 23. | CAPITALISATION
OF PROFITS |
The
Directors, subject to the Listing Rules and any rights or restrictions for the time being attached to any class of Shares, may from time
to time resolve to capitalise any amount, being the whole or a part of the amount for the time being standing to the credit of any reserve
account or the profit and loss account or otherwise available for distribution to Shareholders, and that that amount be applied, in any
of the ways mentioned in clause 23.2 for the benefit of Shareholders in the proportions to which those Shareholders would have been entitled
in a distribution of that amount by way of dividend.
| 23.2 | Application
of Capitalised Amounts |
The
ways in which an amount may be applied for the benefit of Shareholders under clause 23.1 are:
| (a) | in
paying up any amounts unpaid on Shares held by Shareholders; |
| (b) | in
paying up in full, at an issue price decided by Director’s resolution, unissued Shares
or debentures to be issued to Shareholders as fully paid; or |
| (c) | partly
as mentioned in paragraph (a) and partly as mentioned in paragraph (b). |
The
Directors shall do all things necessary to give effect to the resolution referred to in clause 23.1 and, in particular, to the extent
necessary to adjust the rights of the Shareholders among themselves, may:
| (a) | issue
fractional certificates or make cash payments in cases where Shares or debentures could only
be issued in fractions; and |
| | | |
| (b) | authorise
any person to make, on behalf of all the Shareholders entitled to any further Shares or debentures
upon the capitalisation, an agreement with the Company providing for the issue to them, credited
as fully paid up, of any further Shares or debentures or for the payment up by the Company
on their behalf of the amounts or any part of the amounts remaining unpaid on their existing
Shares by the application of their respective proportions of the sum resolved to be capitalised, |
and
any agreement made under an authority referred to in paragraph (b) is effective and binding on all the Shareholders concerned.
| 24.1 | Authorisation
of Bonus Share Plan |
Subject
to the Listing Rules and the Corporations Act, the Company may, by ordinary resolution in general meeting, authorise the Directors to
implement a Bonus Share Plan on such terms and conditions as are referred to in the resolution and which plan provides for any dividend
which the Directors may declare from time to time under clause 22, less any amount which the Company shall either pursuant to this Constitution
or any law be entitled or obliged to retain, not to be payable on Shares which are participating Shares in the Bonus Share Plan but for
those Shares to carry instead an entitlement to receive an allotment of additional fully paid ordinary Shares to be issued as bonus Shares.
| 24.2 | Amendment
and Revocation |
Any
resolution passed by the Company in general meeting pursuant to clause 24.1 may, at any time, be amended or revoked by the Company by
ordinary resolution in general meeting.
| 25. | DIVIDEND
REINVESTMENT PLAN |
| 25.1 | Authorisation
of Dividend Reinvestment Plan |
Subject
to the Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a Dividend Reinvestment Plan
on such terms and conditions as are referred to in the resolution and which plan provides for any dividend which the Directors may declare
from time to time under clause 22 and payable on Shares which are participating Shares in the Dividend Reinvestment Plan, less any amount
which the Company shall either pursuant to this Constitution or any law be entitled or obliged to retain, to be applied by the Company
to the payment of the subscription price of ordinary fully paid Shares.
| 25.2 | Amendment
and Revocation |
Any
resolution passed by the Directors pursuant to clause 25.1 may, at any time, be amended or revoked by the Company by ordinary resolution
in general meeting.
| 26.1 | Service
by the Company to Shareholders |
A
notice may be given by the Company to any Shareholder either by:
| (a) | serving
it on him or her personally; or |
| | | |
| (b) | sending
it by post to the Shareholder at his or her address as shown in the Register of Shareholders
or the address supplied by the Shareholder to the Company for the giving of notices to this
person. Notices to Shareholders whose registered address is outside Australia shall be sent
by airmail or, where applicable, by the means provided for by clause 26.9; or |
| | | |
| (c) | sending
it by fax or other electronic means (including providing a URL link to any document or attachment)
to the fax number or electronic address nominated by the Shareholder for giving notices. |
| 26.2 | Service
of notices by the Company to Directors |
A
notice may be given by the Company to a Director or Alternate Director by:
| (a) | serving
it on him or her personally; |
| | | |
| (b) | sending
it by ordinary post to his or her usual residential or business address, or any other address
he or she has supplied to the Company for giving notices; |
| | | |
| (c) | sending
it by fax or other electronic means (including providing a URL link to any document or attachment)
to the fax number or electronic address he or she has supplied to the Company for giving
notices. |
| 26.3 | Service
of notices by Directors, Alternate Directors and Shareholders to the Company |
Without
limiting any other way that a communication may be given under the Corporations Act, a notice may be given by a Director or Alternate
Director or a Shareholder to the Company by:
| (a) | delivering
it to the Company’s registered office; |
| | | |
| (b) | sending
it by ordinary post to the Company’s registered office; |
| | | |
| (c) | sending
it by fax or other electronic means to the principal fax number or
electronic address at the Company’s registered office. |
| 26.4 | Deemed
receipt of Notice |
A
notice will be deemed to be received by a Shareholder when:
| (a) | where
a notice is served personally, service of the notice shall be deemed to be effected when
hand delivered to the member in person; |
| | | |
| (b) | where
a notice is sent by post, service of the notice shall be deemed to be effected by properly
addressing, pre-paying and posting a letter containing the notice, and to have been effected,
in the case of a notice of a meeting, on the date after the date of its posting and, in any
other case, at the time at which the letter would be delivered in the ordinary course of
post; |
| | | |
| (c) | where
a notice is sent by facsimile, service of the notice shall be deemed to be effected upon
confirmation being received by the Company that all pages of the notice have been successfully
transmitted to the Shareholder’s facsimile machine at the facsimile number nominated
by the Shareholder; and |
| | | |
| (d) | where
a notice is sent to an electronic address by electronic means, service of the notice shall
be deemed to be effected once sent by the Company to the electronic address nominated by
the Shareholder (regardless of whether or not the notice is actually received by the Shareholder). |
| 26.5 | Notice
to Joint Holders |
A
notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder first named in the Register
of Shareholders in respect of the Share.
| 26.6 | Notices
to Personal Representatives and Others |
A
notice may be given by the Company to a person entitled to a Share in consequence of the death or bankruptcy of a Shareholder by serving
it on him or her or by sending it to him or her by post addressed to the person by name or by the title or representative of the deceased
or assignee of the bankrupt, or by any like description, at the address (if any) supplied for the purpose by the person or, if such an
address has not been supplied, at the address to which the notice might have been sent if the death or bankruptcy had not occurred.
| 26.7 | Persons
Entitled to Notice |
Notice
of every general meeting shall be given to each person who at the time of giving the notice is:
| (a) | a
Shareholder; |
| | | |
| (b) | a
person entitled to a Share in consequence of the death or bankruptcy of a Shareholder who,
but for his death or bankruptcy, would be entitled to receive notice of the meeting; |
| | | |
| (c) | a
Director or Alternate Director; |
| | | |
| (d) | the
auditor for the time being of the Company; and |
| (e) | if
the Company has issued and there are currently any Listed Securities, the Home Branch, |
unless
that person waives the right to receive notice by written notice to the Company. No other person is entitled to receive notices of general
meetings.
The
Company shall acknowledge receipt of all notifications of change of address by Shareholders.
Where
the Company has bona fide reason to believe that a Shareholder is not known at his or her registered address, and the Company has subsequently
made an enquiry in writing at that address as to the whereabouts of the Shareholder and this enquiry either elicits no response or a
response indicating that the Shareholder or his present whereabouts are unknown, all future notices will be deemed to be given to the
Shareholder if the notice is exhibited in the Registered Office (or, in the case of a Shareholder registered on a Branch Register, in
a conspicuous place in the place where the Branch Register is kept) for a period of 48 hours (and shall be deemed to be duly served at
the commencement of that period) unless and until the Shareholder informs the Company of a new address to which the Company may send
him notices (which new address shall be deemed his registered address).
If
the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole
or any part of the property of the Company, and may for that purpose set a value as the liquidator considers fair upon any property to
be so decided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.
No member is obliged to accept any Shares, securities or other assets in respect of which there is any liability.
| 27.2 | Trust
for Shareholders |
The
liquidator may, with the authority of a special resolution, vest the whole or any part of any property in trustees upon such trusts for
the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other
securities in respect of which there is any liability.
| 27.3 | Distribution
in Proportion to Shares Held |
Subject
to the rights of Shareholders (if any) entitled to Shares with special rights in a winding-up and the Corporations Act all monies and
property that are to be distributed among Shareholders on a winding-up, shall be distributed in proportion to the Shares held by them
respectively, irrespective of the amount paid-up or credited as paid-up on the Shares.
| 28. | INDEMNITIES
AND INSURANCE |
| 28.1 | Liability
to Third Parties |
To
the extent permitted by law, the Company:
| (a) | indemnifies
and agrees to keep indemnified every Director, executive officer or Secretary of the Company;
and |
| | | |
| (b) | may,
by deed, indemnify or agree to indemnify an officer (other than a Director, executive officer
or Secretary) of the Company, |
against
a liability to another person, other than the Company or a related body corporate of the Company, PROVIDED THAT:
| (c) | the
provisions of the Corporations Act (including, but not limited to,
Chapter 2E) are complied with in relation to the giving of the indemnity; and |
| | | |
| (d) | the
liability does not arise in respect of conduct involving a lack of good faith on the part
of the officer. |
| 28.2 | Defending
Proceedings |
To
the extent permitted by law, the Company:
| (a) | hereby
indemnifies and agrees to keep indemnified every Director, executive officer and Secretary
of the Company; and |
| | | |
| (b) | may,
by deed, indemnify or agree to indemnify an officer of the Company (other than a director,
executive officer or secretary); |
out
of the property of the Company in relation to the period during which that officer held his or her office against a liability for costs
and expenses incurred by that officer in that capacity:
| (c) | in
defending proceedings, whether civil or criminal, in which: |
| (i) | judgment
is given in favour of that officer; or |
| | | |
| (ii) | that
officer is acquitted; or |
| (d) | in
connection with an application in relation to any proceedings referred to in clause 28.2(c)
in which relief is granted to that officer by the Court under the Corporations Act. |
To
the extent permitted by law, the Company or a related body corporate of the Company may pay, or agree to pay, a premium under a contract
insuring an officer in relation to the period during which that officer held that office, including in respect of a liability for costs
and expenses incurred by a person in defending civil or criminal proceedings whether or not the officer has successfully defended himself
or herself in these proceedings, provided that:
| (a) | the
provisions of the Corporations Act (including, but not limited to, Chapter 2E) are complied
with in relation to the payment of the premium; and |
| (b) | the
liability does not arise out of conduct involving a wilful breach of duty to the Company
or a contravention of sections 182 or 183 of the Corporations Act. |
Subject
to any exception provided for in the Corporations Act, full particulars of the Company’s indemnities and insurance premiums in
relation to the officers must be included each year in the Directors’ Report.
For
the purposes of this clause 28, “officer” means:
| (a) | a
Director, Secretary or executive officer of the Company, whether past, present or future
by whatever name called and whether or not validly appointed to occupy or duly authorised
to act in such a position; and |
| (b) | any
person who by virtue of any applicable legislation or law is deemed to be a Director or officer
of the Company, including without limitation, the persons defined as an officer of a company
by section 9 of the Corporations Act. |
Nothing
in this clause 28 precludes the Company from indemnifying employees (other than officers) and consultants or sub-contractors where the
Directors consider it is necessary or appropriate in the exercise of their powers to manage the
Company.
| 29. | DIRECTORS’
ACCESS TO INFORMATION |
Where
the Directors consider it appropriate, the Company may:
| (a) | give
a former Director access to certain papers, including documents provided or available to
the Directors and other papers referred to in those documents; and |
| | | |
| (b) | bind
itself in any contract with a Director or former Director to give the access. |
Each
Shareholder with a registered address outside Australia acknowledges that, with the approval of the Home Branch, the Company may, as
contemplated by the Listing Rules, arrange for a nominee to dispose of any of its entitlement to participate in any issue of Shares or
Share Options by the Company to Shareholders.
The
Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality whether
in or outside the State in such manner as it thinks fit and the provisions contained in clauses 31.2, 31.3 and 31.4 shall be without
prejudice to the general powers conferred by this clause 31.1.
| 31.2 | Local
Boards or Agencies |
The
Directors may at any time and from time to time establish any local boards or agencies for managing any of the affairs of the Company
in any specified locality and appoint any persons to be Shareholders of a local board or any managers or agents and may fix their remuneration.
The Directors may from time to time and at any time delegate to any person so appointed any of the powers, authorities and discretions
for the time being vested in the Directors other than the power of making calls and may authorise the Shareholders for the time being
of any local board or any of them to fill up any vacancies on a local board and to act notwithstanding vacancies. This appointment or
delegation may be made on the terms and subject to the conditions that the Directors think fit and the Directors may at any time remove
any person so appointed and may annul or vary any or all of this delegation.
| 31.3 | Appointment
of Attorneys |
The
Company may at any time and from time to time by power of attorney appoint any person or persons to be the attorney or attorneys of the
Company for purposes and with powers, authorities and discretions (not exceeding those vested in or exercisable by the Company) and for
the period and subject to the conditions that the Company may from time to time think fit. This appointment may (if the Company thinks
fit) be made in favour of the Shareholders or any of the Shareholders of any local board established under clause 31.2 or in favour of
any company or of the Shareholders, directors, nominees or managers of any company or firm or in favour of any fluctuating body of persons
whether or not nominated directly by the Company. The power of attorney may contain any provisions for the protection or convenience
of persons dealing with such attorney or attorneys that the Company thinks fit.
| 31.4 | Authority
of Attorneys |
Any
such delegates or attorneys as appointed under this Constitution may be authorised by the Company to sub-delegate all or any of the powers,
authorities and discretions for the time being vested in them.
Save
as provided by the Corporations Act or the Listing Rules no Shareholder shall be entitled to require discovery of any information in
respect of any details of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade
or technical process which may relate to the business of the Company and which in the opinion of the Directors it would be expedient
in the interests of the Shareholders of the Company to communicate.
| 33. | COMPLIANCE
(OR INCONSISTENCY) WITH THE LISTING RULES |
| (a) | In
this Constitution, a reference to the Listing Rules is to have effect if, and only if, at
the relevant time, the Company has been admitted to and remains on the Official List and
is otherwise to be disregarded. |
| | | |
| (b) | If
the Company is admitted to the Official List, the following clauses apply: |
| (i) | notwithstanding
anything contained in this Constitution, if the Listing Rules prohibit an act being done,
the act shall not be done; |
| (ii) | nothing
contained in this Constitution prevents an act being done that the Listing Rules require
to be done; |
| | | |
| (iii) | if
the Listing Rules require an act to be done or not to be done, authority is given for that
act to be done or not to be done (as the case may be); |
| | | |
| (iv) | if
the Listing Rules require this Constitution to contain a provision and it does not contain
such a provision, this Constitution is deemed to contain that provision; |
| | | |
| (v) | if
the Listing Rules require this Constitution not to contain a provision and it contains such
a provision, this Constitution is deemed not to contain that provision; and |
| | | |
| (vi) | if
any provision of this Constitution is or becomes inconsistent with the Listing Rules, this
Constitution is deemed not to contain that provision to the extent of inconsistency. |
| 34. | CONSISTENCY
WITH CHAPTER 2E OF THE CORPORATIONS ACT |
| 34.1 | Requirements
of Chapter 2E |
Notwithstanding
any other provision to the contrary contained in this Constitution:
| (a) | the
Company shall not give a financial benefit to a related party except as permitted by Chapter
2E of the Corporations Act; |
| | | |
| (b) | all
notices convening general meetings for the purposes of section 208 of the Corporations Act
shall comply with the requirements of sections 217 to 227 of the Corporations Act; |
| | | |
| (c) | all
meetings convened pursuant to section 221 shall be held in accordance with the requirements
of section 225 of the Corporations Act; and |
| | | |
| (d) | no
holder of Shares or person on their behalf shall be entitled to vote or vote on a proposed
resolution under Part 2E.1 of the Corporations Act if that holder of Shares is a related
party of the public company to whom the resolution would permit a financial benefit to be
given or an associate of such a related party. |
For
the purposes of this clause 34 the terms:
| (a) | “financial
benefit” and “related party” shall have the meanings given or indicated
by Part 2E.1 and Part 2E.2 of the Corporations Act; and |
| (b) | “associate”
shall have the meaning given to it in Division 2 of Part 1.2 of the Corporations Act. |
If
some formality required by this Constitution is inadvertently omitted or is not carried out the omission does not invalidate any resolution,
act, matter or thing which but for the omission would have been valid unless it is proved to the satisfaction of the Directors that the
omission has directly prejudiced any Shareholder financially. The decision of the Directors is final and binding on all Shareholders.
| 36. | PARTIAL
TAKEOVER PLEBISCITES |
| 36.1 | Resolution
to Approve Proportional Off-Market Bid |
| (a) | Where
offers have been made under a proportional off-market bid in respect of a class of securities
of the Company (“bid class securities”), the registration of a transfer
giving effect to a contract resulting from the acceptance of an offer made under the proportional
off-market bid is prohibited unless and until a resolution (in this clause 36 referred to
as a “prescribed resolution”) to approve the proportional off-market bid
is passed in accordance with the provisions of this Constitution. |
| | | |
| (b) | A
person (other than the bidder or a person associated with the bidder) who, as at the end
of the day on which the first offer under the proportional off- market bid was made, held
bid class securities is entitled to vote on a prescribed resolution and, for the purposes
of so voting, is entitled to one vote for each of the bid class securities. |
| | | |
| (c) | A
prescribed resolution is to be voted on at a meeting, convened and conducted by the Company,
of the persons entitled to vote on the prescribed resolution. |
| | | |
| (d) | A
prescribed resolution that has been voted on is to taken to have been passed if the proportion
that the number of votes in favour of the prescribed resolution bears to the total number
of votes on the prescribed resolution is greater than one half, and otherwise is taken to
have been rejected. |
| (a) | The
provisions of this Constitution that apply in relation to a general meeting of the Company
apply, with modifications as the circumstances require, in relation to a meeting that is
convened pursuant to this clause 36.2 as if the last mentioned meeting was a general meeting
of the Company. |
| | | |
| (b) | Where
takeover offers have been made under a proportional off-market bid, the Directors are to
ensure that a prescribed resolution to approve the proportional off-market bid is voted on
in accordance with this clause 36 before the 14th day before the last day of the bid period
for the proportional off-market bid (the “resolution deadline”). |
| 36.3 | Notice
of Prescribed Resolution |
Where
a prescribed resolution to approve a proportional off-market bid is voted on in accordance with this clause 36 before the resolution
deadline, the Company is, on or before the resolution deadline:
| (a) | to
give the bidder; and |
| | | |
| (b) | if
the Company is listed – each relevant financial market (as defined in the Corporations
Act) in relation to the Company; |
a
notice in writing stating that a prescribed resolution to approve the proportional off-market bid has been voted on and that the prescribed
resolution has been passed, or has been rejected, as the case requires.
| 36.4 | Takeover
Resolution Deemed Passed |
Where,
at the end of the day before the resolution deadline, no prescribed resolution to approve the proportional off-market bid has been voted
on in accordance with this clause 36, a resolution to approve the proportional off-market bid is to be, for the purposes of this clause
36, deemed to have been passed in accordance with this clause 36.
| 36.5 | Takeover
Resolution Rejected |
Where
a prescribed resolution to approve a proportional off-market bid under which offers have been made is voted on in accordance with this
clause 36 before the resolution deadline, and is rejected, then:
| (a) | despite
section 652A of the Corporations Act: |
| (i) | all
offers under the proportional off-market bid that have not been accepted as at the end of
the resolution deadline; and |
| | | |
| (ii) | all
offers under the proportional off-market bid that have been accepted and from whose acceptance
binding contracts have not resulted as at the end of the resolution deadline, |
are
deemed to be withdrawn at the end of the resolution deadline;
| (b) | as
soon as practicable after the resolution deadline, the bidder must return to each person
who has accepted any of the offers referred to in clause 36.5(a)(ii) any documents that were
sent by the person to the bidder with the acceptance of the offer; |
| (i) | is
entitled to rescind; and |
| | | |
| (ii) | must
rescind as soon as practicable after the resolution deadline, |
each
binding takeover contract resulting from the acceptance of an offer made under the proportional off-market bid; and
| (d) | a
person who has accepted an offer made under the proportional off- market bid is entitled
to rescind the takeover contract (if any) resulting from the acceptance. |
This
clause 36 ceases to have effect on the third anniversary of the date of the adoption of the last renewal of this clause 36.
| 37.1 | Provisions
Relating to Official Quotation of Securities |
Subject
to clause 37.2 the provisions of this Constitution which relate to the official quotation of the Company’s securities on ASX (Official
Quotation), including but not limited to clauses which refer to ASX, the Listing Rules, the ASX Settlement Operating Rules, the Home
Exchange, CHESS, Restricted Securities or Listed Securities shall not have effect unless the Company is admitted to the Official List.
To
the extent that any of the provisions of this Constitution referred to in clause 37.1 above can continue to have effect following severance
of the matters relating to Official Quotation, then such provisions shall be valid and effectual, notwithstanding clause 37.1, as from
the date of adoption of this Constitution by special resolution of the Shareholders of the Company.
S
C H E D U L E 1 – P R E F E R E N C E S H A R E S ( C L A U S E 2 . 6 )
| 1. | In
this schedule, unless the context otherwise requires: |
Dividend
Date means, in relation to a Preference Share, a date specified in the Issue Resolution on which a dividend in respect of that Preference
Share is payable.
Dividend
Rate means, in relation to a Preference Share, the term specified in the Issue Resolution for the calculation of the amount of dividend
to be paid in respect of that Preference Share on any Dividend Date, which calculation may be wholly or partly established by reference
to an algebraic formula.
Franked
Dividend has the same meaning ascribed to Franked Distribution in Part 3-6 of the Tax Act.
Issue
Resolution means the resolution specified in clause 4 of this schedule.
Preference
Share means a preference share issued under clause 2.6.
Redeemable
Preference Share means a Preference Share which the Issue Resolution specified as being, or being at the option of the Company to
be, liable to be redeemed.
Redemption
Amount means, in relation to a Redeemable Preference Share, the amount specified to be paid on redemption of the Redeemable Preference
Share.
Redemption
Date means, in relation to a Redeemable Preference Share, the date specified in the Issue Resolution for the redemption of that Preference
Share.
Tax
Act means the Income Tax Assessment Act 1997.
| 2. | Each
Preference Share confers upon its holder: |
| (a) | the
right in a winding up to payment in cash of the capital (including any premium) then paid
up on it, and any arrears of dividend in respect of that Preference Share, in priority to
any other class of Shares; |
| | | |
| (b) | the
right in priority to any payment of dividend to any other class of Shares to a cumulative
preferential dividend payable on each Dividend Date in relation to that Preference Share
calculated in accordance with the Dividend Rate in relation to that Preference Share; and |
| | | |
| (c) | no
right to participate beyond the extent elsewhere specified in clause 2 of this schedule in
surplus assets or profits of the Company, whether in a winding up or otherwise. |
| 3. | Each
Preference Share also confers upon its holder the same rights as the holders of ordinary
Shares to receive notices, reports, audited accounts and balance sheets of the Company and
to attend general meetings and confers upon its holder the right to vote at any general meeting
of the Company in each of the following circumstances and in no others: |
| (a) | during
a period during which a dividend (or part of a dividend) in respect of the Preference Share
is in arrears; |
| (b) | on
a proposal to reduce the Company’s share capital; |
| | | |
| (c) | on
a resolution to approve the terms of a buy-back agreement; |
| | | |
| (d) | on
a proposal that affects rights attached to the Preference Share; |
| | | |
| (e) | on
a proposal to wind up the Company; |
| | | |
| (f) | on
a proposal for the disposal of the whole of the Company’s property,
business and undertaking; |
| | | |
| (g) | during
the winding up of the Company; and |
| | | |
| (h) | in
any other circumstances in which the Listing Rules require holders of preference shares to
vote. |
| 4. | The
Board may only allot a Preference Share where by resolution it specifies the Dividend Date,
the Dividend Rate, and whether the Preference Share is or is not, or at the option of the
Company is to be, liable to be redeemed, and, if the Preference Share is a Redeemable Preference
Share, the Redemption Amount and Redemption Date for that Redeemable Preference Share and
any other terms and conditions to apply to that Preference Share. |
| | |
| 5. | The
Issue Resolution in establishing the Dividend Rate for a Preference Share may specify that
the dividend is to be one of: |
| (a) | fixed; |
| | | |
| (b) | variable
depending upon any variation of the respective values of any factors in an algebraic formula
specified in the Issue Resolution; or |
| | | |
| (c) | variable
depending upon such other factors as the Board may specify in the Issue Resolution, |
and
may also specify that the dividend is to be a Franked Dividend or not a Franked Dividend.
| 6. | Where
the Issue Resolution specifies that the dividend to be paid in respect of the Preference
Share is to be a Franked Dividend the Issue Resolution may also specify: |
| (a) | the
extent to which such dividend is to be franked (within the meaning of the Tax Act); and |
| | | |
| (b) | the
consequences of any dividend paid not being so franked, which may include a provision for
an increase in the amount of the dividend to such an extent or by reference to such factors
as may be specified in the Issue Resolution. |
| 7. | Subject
to the Corporations Act, the Company must redeem a Redeemable Preference Share on issue: |
| (a) | on the specified date where the Company, at least 15 Business Days before that date, has given a notice to the holder of that Redeemable
Preference Share stating that the Redeemable Preference Share will be so redeemed on the specified date; and |
| | | |
| (b) | in
any event, on the Redemption Date, |
but
no Redeemable Preference Share may be redeemed and no notice of redemption may be given before the date set by the Directors (if any)
upon which that Redeemable Preference Share is issued.
| 8. | The
certificate issued by the Company in relation to any Preference Share must specify in relation
to that Preference Share: |
| (a) | the
date of issue of the Preference Share; |
| | | |
| (b) | the
Dividend Rate and Dividend Dates; |
| | | |
| (c) | whether
the Preference Share is a Redeemable Preference Share and if it is: |
| (i) | the
Redemption Amount and Redemption Date; and |
| | | |
| (ii) | the
conditions of redemption (if any); |
| (d) | the
conditions of participation (if any) in respect of the Preference Share set out in clause
3 of this schedule; and |
| | | |
| (e) | any
other matter the Board determines. |
| 9. | On
redemption of a Redeemable Preference Share, the Company, after the holder has surrendered
to the Company the certificate in respect of that Redeemable Preference Share, must pay to
the holder the Redemption Amount in cash, by cheque or in any other form that the holder
agrees to in writing. |
Exhibit 4.1
BRAIIN
LIMITED
ACN 660 713 093
Registered
under the provisions of the Corporations Act
Registered
Office:
283
ROKEBY ROAD
SUBIACO
WA 6008
Number
of shares
[number
of shares]
This is to Certify that:
[shareholder]
of
[address]
is
the Registered Holder subject to the Constitution
of the undermentioned shares in the Company.
Executed
in accordance with the Corporations Act 2001:
Note:
This original certificate must be surrendered to the Company on Transfer of any of the above shares
Exhibit 5.1
12 January 2026
| |
Our Ref: |
MPF:5754-01 |
| |
|
|
| |
Contact: |
Mark Foster |
| |
|
Partner |
| |
|
mfoster@steinpag.com.au |
|
Braiin
Limited
283 Rokeby Road
SUBIACO WA 6008 |
Dear Directors,
LEGAL
OPINION – Brain limited
We act as the Australian legal adviser
to Braiin Limited (ACN 660 713 093) (Braiin or Company)
Braiin a company incorporated in Australia,
and we have been asked to provide this legal opinion to you with regard to the upcoming registration of the fully paid ordinary shares
in Braiin (Ordinary Shares) an Australian foreign private issuer pursuant to the Company’s Registration Statement on Form
F-1 and accompanying prospectus (Prospectus), filed with the Securities and Exchange Commission under the US Securities Act of
1933, as amended (Registration Statement).
This opinion may
be used by you as an exhibit to the Registration Statement.
For the purpose of issuing this opinion
we have undertaken the following searches and examined and relied on the documents described below at sub-paragraphs (a) and (b) signed
copies of the following documents only and have examined no other documents or records and undertaken no other enquiries:
| (a) | a search of the Australian Securities
and Investments Commissions register completed for Braiin on 12 January 2026 (ASIC
Search); and |
| (b) | the constitution of the Company adopted by special resolution of the Company’s shareholders (Constitution). |
The ASIC Search and
the Constitution are herein referred to as the Materials.
| 3. | Assumptions and Qualifications |
This opinion is given on the basis
of, and must be read subject to, the assumptions set out in Schedule 1 (Assumptions) and is subject to the limitations, reservations
and qualifications set out in section 6 and Schedule 2 (Qualifications). This opinion is strictly limited to the matters stated
in section 5 of this opinion and does not extend to any other matters.
We are not aware of any matters which
would indicate that any of the Assumptions are incorrect and no person entitled to rely on this opinion is aware that any assumption made
by us is incorrect.
We have not made any independent investigations
with respect to the matters the subject of the Assumptions.
This opinion relates to the laws of
Australia in force at the date of this opinion. We do not express or imply any opinion as to the laws of any other jurisdiction.
| Legal Opinion | Braiin Limited |
|
12 January 2026 |
| 4. | Australian legal opinion |
Based solely upon the foregoing Assumptions
and Qualifications:
| 4.1 | Status of Braiin as an Australian company |
The Company is validly
incorporated, organised and subsisting in accordance with the applicable corporations laws of Western Australia and the applicable corporations
laws of the Commonwealth of Australia (Relevant Law).
| 4.2 | Status of Ordinary Shares |
Braiin’s Ordinary Shares are
and have been freely transferable since issuance per Australian law.
The Ordinary Shares covered by the
Registration Statement, when issued, will, when sold, be legally issued, free trading, and will entitle the holders thereof to all the
rights specified within the Registration Statement.
| (a) | This opinion relates on to Relevant Law as currently applied and interpreted by the Australian courts
by reference to decisions which have bene officially reported as at the date of this opinion. |
| (b) | We express no opinion on the laws of any other jurisdiction and no opinion on matters of fact. To the
extent that the laws of any other jurisdiction may be relevant (particularly the laws of the United States of America), this opinion is
subject to the effect of those laws. |
The opinions expressed above are given as at the
date below, and we have no obligation to update this opinion should the law applicable to any opinions expressed above change after the
date of this opinion.
We are not responsible for, and have not provided,
any advice on the legal effect of the limits of the Assumptions or Qualifications set out in this opinion. Persons entitled to rely on
this opinion should obtain their own legal advice on the effect, completeness and extent of application of the limits of those Assumptions
and Qualifications.
This opinion is strictly limited to the matters
stated in it and does not apply by implication to other matters.
This opinion is given on 12 January 2026.
/s/ STEINEPREIS PAGANIN
STEINEPREIS PAGANIN
Schedule
1 - assumptions
This opinion must be read subject to the following
assumptions:
| (a) | the Materials examined by us conform to the originals, are genuine, complete, up to date, accurate and
have not been amended, rescinded, terminated or revoked. No amendments or waivers have been made to such documents which are not incorporated
into such copies; |
| (b) | all factual matters stated in the Materials are true and correct; |
| (c) | the records held by ASIC in respect of the Company are complete and up to date. There is no information
which should have been disclosed by the register maintained by ASIC which has not been disclosed for any reason and there has been no
alternation in the status or condition of the Company since the date that the ASIC Search; |
| (d) | no liquidator, administrator, receiver, receiver and manager or like officer has been appointed to the
Company or any of its subsidiaries (Group Company) or in respect of any of its assets and no Group Company has been wound up or
obtained protection from its creditors under any applicable laws; |
| (e) | the Materials to which we have referred in this opinion remain accurate and in full force and effect,
and there have been no variations to any such Materials; |
| (f) | there are no facts or circumstances in existence and no events have occurred which would by reason of
fraud or misrepresentation on the part of any of the parties to them render any of the Materials void or voidable or repudiated or frustrated
or capable of rescission and there is no other fact, matter or document which would or might affect this opinion and which was not revealed
by the documents examined or the searches and enquiries made; |
| (g) | save as specifically provided in this opinion, we have not made any independent investigation, search
or enquiry; and |
| (h) | this opinion is strictly limited to the matters stated in this letter and is not to be read as extending,
by implication or otherwise, to any other matter. |
schedule
2 – reservations
The opinions expressed herein are subject to the
following limitations and qualifications:
| (a) | this opinion relates only to the laws of Australia in force at the time of giving this opinion. We neither
express nor imply any opinion as to, and have not made any investigation of, the laws of any other jurisdiction. Specifically, we have
made no investigation and neither express nor imply any opinion as to the legality of the documents in relation to jurisdictions outside
Australia. We are under, and assume, no obligation to inform any person of, or of the effect of, any future changes to those or any other
laws; |
| (b) | we have not been responsible for investigating or verifying the completeness, accuracy, materiality or
relevance of any facts or statements of fact or the reasonableness or pertinence of any statement of fact or whether any facts or statements
of fact have not been disclosed or whether there are, or are not, reasonable grounds for any opinion or statement as to any future matter
or whether or not the person making the statement or expressing the opinion believes it to be complete, accurate, material or relevant;
and |
| (c) | we have assumed that the information provided in the ASIC Search is complete, accurate and up to date,
however, the register maintained by ASIC in respect of the Company may be unreliable and there may be a time-lag between the occurrence
of an event and its notification to, and subsequent appearance on, the records of ASIC. |
Exhibit
10.1
BINDING
HEADS OF AGREEMENT
PRIVATE
AND CONFIDENTIAL
Raptor300
Incorporated (EIN 82-1261377)
(Raptor) is the legal and beneficial owner of various intellectual and technological property rights, specifically relating to
robotics and AI technologies and their applications.
This
Agreement sets out the terms upon which BRAIIN LIMITED (ACN 660 713 093) (Braiin) agrees to acquire 100% of the shares in Raptor
held by each of the shareholders of Raptor (the Shareholders).
This
Agreement supersedes any and all previous correspondence, agreements or understandings between the parties in respect of the subject
matter of this Agreement and is binding on all of the parties to it (Parties). The Shareholders and Raptor of the one part, and
Braiin of the other part, must jointly and severally procure that each complies with this Agreement.
| 1. |
Acquisition |
Subject
to the satisfaction or waiver of the conditions precedent set out in clause 3 below (Conditions Precedent), Braiin agrees
to acquire and the Shareholders each agree to sell, all of their fully paid ordinary shares in the capital of Raptor (Raptor Shares),
free from encumbrances, for the consideration referred to in clause 2 below (the Acquisition). |
| |
|
|
| 2. |
Consideration |
Subject
to the terms and conditions of this Agreement, Raptor agrees to a total consideration of
68% of the fully paid ordinary shares in the capital of Braiin (Shares) (Consideration
Shares)
The
Consideration Shares will be apportioned amongst the Shareholders and will be issued in full on settlement of the Acquisition (Settlement).
|
| |
|
|
| 3. |
Conditions
Precedent |
Settlement
is conditional upon the satisfaction (or waiver) of the following Conditions Precedent: |
| |
|
(a) |
Formal Agreement |
| |
|
|
|
|
| |
|
|
Prior to listing, a formal Share
Acquisition Agreement will be entered into by Braiin and Raptor |
| |
|
|
|
|
| |
|
(b) |
Due diligence |
| |
|
|
|
|
| |
|
|
Completion of financial, legal
and technical due diligence by Braiin on Raptor and the subsidiaries, to the absolute satisfaction of Braiin; |
| |
|
|
|
|
| |
|
The
Condition Precedent in clause 3(a) is for the benefit of Braiin and may only be waived by Braiin giving written notice to the Shareholders.
All other Conditions Precedent may only be waived by mutual agreement in writing of Raptor and Braiin. |
| |
|
|
|
|
| |
|
If
the Conditions Precedent are not satisfied (or waived by the Party entitled to the benefit of such Condition Precedent, as the case
may be) on or before 5.00pm (WST) on 31 December 2023 (or such other date agreed by the Parties in writing), or become incapable
of being satisfied and are not waived (End Date) any Party may terminate this Agreement by notice in writing to the other
Parties, in which case, the agreement constituted by this Agreement will be at end and the Parties will be released from their obligations
under this Agreement (other than in respect of any breaches that occurred prior to termination). |
| |
|
|
|
|
| |
|
The
Parties will use their best efforts to ensure that the Conditions Precedent are satisfied before the End Date. |
| 4. |
Settlement |
Settlement
will occur on that date which is five (5) business days (Business Days) after the satisfaction (or waiver) of the Conditions
Precedent set out in clause 3 (Settlement Date).
|
| |
|
|
|
|
| |
|
At
Settlement: |
| |
|
|
|
|
| |
|
(a) |
Braiin shall allot and issue
the Consideration Shares to the Shareholders (or their nominees) in the amounts set out in Annexure B and deliver holding statements
to the Shareholders (or their nominees) for those Shares; |
| |
|
|
|
|
| |
|
(b) |
the Shareholders and Raptor
must deliver or cause to be delivered to Braiin: |
| |
|
|
|
|
| |
|
|
(i) |
share certificates in respect of the Raptor
Shares; |
| |
|
|
|
|
| |
|
|
(ii) |
separate instruments of transfer in registrable
form for the Raptor Shares in favour of Braiin (as transferee) which have been duly executed by each of the Shareholders in relation
to their respective Raptor Shares (as transferors); |
| |
|
|
(iii) |
the corporate, legal, technical and financial
records for Raptor; |
| |
|
|
|
|
| |
|
|
(iv) |
the written resignations of each of the
directors and secretary of Raptor with effect from the Settlement Date confirming that they each have no claim for loss of office
or otherwise against Raptor (save for any director who is to remain as agreed with Braiin); |
| |
|
|
|
|
| |
|
|
(v) |
a duly completed authority for the alteration
of the signatories of each bank account of Raptor in the same manner required by Braiin by written notice before the Settlement Date;
and |
| |
|
|
|
|
| |
|
|
(vi) |
signed restriction agreements relating to
the Consideration Shares in accordance with the NASDAQ Rules (to the extent that NASDAQ requires the Consideration Shares to be escrowed);
and |
| |
|
|
|
|
| |
|
(c) |
the Shareholders must procure
that a directors’ meeting of Raptor is held to attend to the following matters (as applicable): |
| |
|
|
|
|
| |
|
|
(i) |
the approval of the registration
(subject to payment of stamp duty) of the transfers of the Raptor Shares and the issue of new share certificates for the Raptor Shares
in the name of Braiin (or its nominee); |
| |
|
|
|
|
| |
|
|
(ii) |
recording Braiin (or its
nominee) as the holder of the Raptor Shares in Raptor’s register of members; |
| |
|
|
|
|
| |
|
|
(iii) |
taking all other steps
required under Raptor’s constituent documents and applicable laws to constitute and evidence Braiin (or its nominee) as the
sole holder of the Raptor Shares; and |
| |
|
|
|
|
| |
|
|
(iv) |
accepting the resignations
of each of the directors and secretaries of Raptor with effect from the Settlement Date and the appointment as additional directors
and secretary of Raptor of those persons nominated by Braiin by written notice before the Settlement Date. |
| |
|
|
|
|
| |
|
The Parties’
obligations at Settlement are interdependent and must take place simultaneously, as nearly as possible, unless otherwise agreed by
Raptor and Braiin. |
| |
|
|
|
|
| |
|
If a Party
(Defaulting Party) fails to satisfy its obligations under this clause 4 on the day and at the place and time for Settlement
then, any other Party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those
obligations within a period of ten (10) Business Days from the date of the notice and declaring time to be of the essence. The Parties
agree, however, that none of Raptor or the Shareholders can be a Notifying Party, in the event that one or more of them is a Defaulting
Party. |
| |
|
|
|
|
| |
|
If the Defaulting
Party fails to satisfy those obligations within those ten (10) Business Days the Notifying Party may, without limitation to any other
rights it may have, terminate this Agreement by giving written notice to the other Parties. |
| |
|
|
| 5. |
Warranties
and Indemnities by
Raptor |
Raptor
makes the representations and warranties to Braiin set out in Annexure C both as at
the date of this Agreement and on the Settlement Date (except where expressly stated to occur
on another date).
Raptor
must indemnify and hold Braiin harmless against all losses, claims, costs, demands, liabilities and expenses (Claims) which may
be suffered, sustained or incurred by Braiin directly or indirectly as a result of or in respect of a breach by Raptor of any of the
covenants, warranties, representations or undertakings referred to or contained in this Agreement.
|
| |
|
|
|
| 6. |
Warranties
and Indemnities by Shareholders |
(a) |
Each
Shareholder makes the Essential Warranties as set out in B to the best of its knowledge, both as at the date of the execution of this
Agreement and on the Settlement Date (except where expressly stated to occur on another date).
|
| |
|
|
|
|
| |
|
(b) |
Each Shareholder must severally,
but not jointly, indemnify and hold Braiin harmless against all Claims, which may be suffered, sustained or incurred directly by
Braiin by reason of any Essential Warranties set out in Annexure C proving to be false, misleading or incorrect in a material respect. |
| |
|
|
|
|
| 7. |
Limitation
on Shareholders’ Liability |
(a) |
Each
Shareholder makes the Essential Warranties as set out in Annexure CB
to the best of its knowledge, both as at the date of the execution of this Agreement and
on the Settlement Date (except where expressly stated to occur on another date).
|
| |
|
(b) |
Each Shareholder must
severally, but not jointly, indemnify and hold Braiin incurred directly by Braiin by reason of any Essential Warranties set out in Annexure
CB proving to be false, misleading or incorrect in a material respect, subject to: |
| |
|
|
|
|
| |
|
|
(i) |
the Claim is notified in writing to Raptor
and the Shareholders within 24 months of the Settlement Date; and |
| |
|
|
|
|
| |
|
|
(ii) |
the total of all amounts finally agreed
or adjudicated to be payable in respect of all Claims exceeds $20,000. |
| |
|
|
|
|
| |
|
(c) |
If the Shareholders pay to Braiin
an amount by way of compensation or damages for breach of any warranty and Braiin subsequently recovers from a third party any amount
relating to such breach, Braiin shall promptly and without delay repay to the Shareholders such amount previously paid by the Shareholders
or so much thereof as does not exceed the amount recovered from the third party |
| |
|
|
|
|
| |
|
(d) |
Each qualification and limitation
in this clause 7 is to be construed independently of the others and is not limited by any other qualification or limitation. |
| |
|
|
|
|
| |
|
(e) |
If any of the representations
and warranties set out in Annexure C are incorrect, untrue or misleading, Braiin’s only remedy is in damages and Braiin may
not rescind, terminate or revoke this Agreement. |
| |
|
|
|
| 8. |
Due
Diligence Information |
In
order for Braiin to complete the due diligence contemplated by the Condition Precedent in
clause 3(a), Raptor and the Shareholders acknowledge that Braiin will require, and will be
granted on reasonable notice, access to the following information:
|
| |
|
|
|
|
| |
|
(a) |
all financial accounts, company
records and company secretarial correspondence of Raptor; |
| |
|
|
|
|
| |
|
(b) |
all material contracts entered
into by Raptor; |
| |
|
|
|
|
| |
|
(c) |
details of all employees of
Raptor and the terms of engagement; |
| |
|
|
|
|
| |
|
(d) |
details of all insurance policies
and banking arrangements/facilities of Raptor; |
| |
|
|
|
|
| |
|
(e) |
copies of any relevant licences
or regulatory approvals held or required by Raptor in order to operate its business; |
| |
|
|
|
|
| |
|
(f) |
details of all intellectual
property of Raptor and documents evidencing registration of all relevant mastheads, trademarks, business names, copyright material
and patents; |
| |
|
(g) |
details of all freehold and
leasehold properties owned or occupied by Raptor, including all relevant agreements in respect of those properties; |
| |
|
|
|
|
| |
|
|
(i) |
details
of any constituent documents (e.g. constitution/articles of association or shareholders agreement); |
| |
|
|
|
|
| |
|
|
(ii) |
details
of all equity securities on issue (e.g. shares, options, convertible notes) and any agreement, intention or obligation to issue further
equity securities; |
| |
|
|
|
|
| |
|
(h) |
details of all fixed assets
and plant owned by Raptor; and |
| |
|
|
|
| |
|
(i) |
details of any known circumstances
which might give rise to any litigation, arbitration, dispute or claim involving Raptor. |
| |
|
|
|
| |
|
The Shareholders
agree to procure Raptor to make the information set out above available to Braiin. |
| |
|
|
| 9. |
Maintaining
Status Quo |
(a) |
Other
than as contemplated in this Agreement, or as disclosed fully and fairly in writing to Braiin
before the date of execution of this Agreement, or with the prior written approval of Braiin
(such approval not to be unreasonably withheld or delayed), until Settlement, Raptor must
not (and the Shareholders must procure that Raptor does not):
|
| |
|
|
|
|
| |
|
|
(i) |
undertake
or allow any material business change; |
| |
|
|
|
|
| |
|
|
(ii) |
enter
into any material contract or incur any material liability other than in the ordinary course of business; |
| |
|
|
|
|
| |
|
|
(iii) |
dispose
of the whole, or a substantial part, of its business or assets; |
| |
|
|
|
|
| |
|
|
(iv) |
vary
or reduce its capital structure; |
| |
|
|
|
|
| |
|
|
(v) |
issue,
or agree to issue, any equity or debt securities, or grant or agree to grant any rights over existing issued capital, or rights to
be issued securities; |
| |
|
|
|
|
| |
|
|
(vi) |
alter
or agree to alter its constitution; |
| |
|
|
|
|
| |
|
|
(vii) |
declare
any dividends or distribute any assets; |
| |
|
|
|
|
| |
|
|
(viii) |
cause
to occur, by act or omission, an event or series of events, whether related or not, which may have, from the perspective of Braiin,
a material adverse effect on the business, assets or financial condition of Raptor or on the transactions contemplated by this Agreement;
and |
| |
|
|
|
|
| |
|
|
(ix) |
create
or permit the creation of any encumbrance over the assets of Raptor or its subsidiaries. |
| |
|
|
|
|
| 10. |
Exclusivity |
During
the period from the date of execution of this Agreement until the earlier of Settlement or
termination of this Agreement, each of Raptor and the Shareholders and the Company agree
that:
|
| |
|
|
|
|
| |
|
(a) |
they will not participate in
any negotiations or discussions with, or provide any information to, or accept or enter into any agreement, arrangement or understanding
with, any third parties in respect of a transaction that may reduce the likelihood of success of the transactions contemplated by
this Agreement and will also cease any existing discussions or negotiations regarding such transactions; |
| |
|
(b) |
they will not engage with any
other third party other than advisors, accountants or lawyers in connection with the sale of all or any Raptor Shares, or any of
Raptor’s business, assets or undertaking; |
| |
|
|
|
|
| |
|
(c) |
they will not provide any third
party with any information regarding Raptor or its business, assets or undertakings, other than in the ordinary course of its ordinary
business; |
| |
|
|
|
| 11. |
Formal
Agreement |
Notwithstanding the fact that this Agreement is legally binding on the Parties, if requested by Braiin, Raptor and the Shareholders agree to enter into a formal share sale agreement to more fully document the terms of the Acquisition (to be prepared by Braiin’s solicitors) which shall be in terms acceptable to the Parties (acting reasonably) and which shall be consistent with the terms set out in this Agreement, except to the extent otherwise agreed by the Parties. |
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| 12. |
Confidentiality |
Each
Party is to keep confidential the terms of this Agreement and any other information obtained from another during the negotiations
preceding the execution of this Agreement or in the course of furthering the transactions contemplated by this Agreement whether
in the course of conducting due diligence or otherwise (Confidential Information), and is not to disclose it to any person
except: |
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(a) |
to officers, employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this Agreement; |
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(b) |
with the consent of the Party or Parties which own the Confidential Information; |
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(c) |
if the information is, at the date of this Agreement, lawfully in the possession of the recipient of the information through sources other than any of the other Parties; |
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(d) |
if required by law or a stock exchange; |
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(e) |
if strictly and necessarily required in connection with legal proceedings relating to this Agreement; |
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(f) |
if the information is generally and publicly available other than as a result of a breach of confidence; or |
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(g) |
to a financier or prospective financier (or its advisers) of a Party. |
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A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in this clause. |
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The
obligations under this clause contain obligations separate and independent from the other obligations of the Parties and remain in
existence for a period of two years from the date of this Agreement, regardless of any termination of this Agreement. |
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For
the avoidance of doubt, the Parties acknowledge and agree that Braiin, subject to and conditional upon receiving conditional approval
to list on the NASDAQ is subject to continuous disclosure obligations applicable to that exchange. Accordingly, details of this Agreement,
Raptor, the Shareholders and the assets and undertaking of Raptor (potentially among other information) will need to be disclosed
in announcements to NASDAQ. |
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| 13. |
Further
Acts |
Each
Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that Party) required by law or reasonably required by the other Party to give effect to this Agreement. |
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| 14. |
Governing
Law |
This
Agreement is governed by and construed in accordance with the laws of Western Australia. Each Party irrevocably submits to the non-exclusive
jurisdiction of the courts of Western Australia, and the courts competent to determine appeals from those courts with respect to
any proceedings which may be brought at any time relating to this Agreement. |
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| 15. |
Assignment |
No
Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the written consent
of the other Party. |
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| 16. |
Costs |
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement. |
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Braiin
will pay any stamp duty assessed on or in respect of this Agreement. |
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| 17. |
Tax |
(a) |
In the event a supply made by one Party to another under this Agreement is subject to a value added or similar tax, the price stated in this Agreement is exclusive of such tax and the recipient of such a supply must pay to the other Party an amount equal to the amount of any such tax in addition to any amount stated in this Agreement and at the same time. |
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(b) |
Any payment of such tax is subject to the other Party providing any invoice or similar documentation required by law with respect to such tax. |
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(c) |
No Party makes any representation to the other with regard to the intended tax consequences of the Acquisition. |
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| 18. |
Remedies |
The
rights, power and remedies provided in this Agreement are cumulative with and not exclusive to the rights, power or remedies provided
by law independently of this Agreement. |
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| 19. |
Variation |
No
modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of
this Agreement and duly executed by all Parties. |
| 20. |
Notices |
Each
notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed
prepaid mail in each case addressed to the Party at its address set out in below: |
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In
the case of Braiin: |
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Address:
283 Rokeby Road Subiaco WA 6008 |
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Email:
darren@braiin.com |
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Attention:
Darren McVean |
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In
the case of Raptor and the Shareholders: |
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Address:
41 River Terrace, #3906 New York, NY 10282 |
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Email:
natraj@raptor300.com |
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Attention: Natraj Balasubramanian |
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| 21. |
Severability |
If
any term or provision of this Agreement is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will
not affect any other term or provision of this Agreement. |
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| 22. |
Waiver |
Without
limiting any other provision of this Agreement, the Parties agree that: |
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(a) |
failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement by a Party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement; |
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(b) |
a waiver given by a party under this Agreement is only effective and binding on that Party if it is given or confirmed in writing by that Party; and |
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(c) |
no waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term of this Agreement. |
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| 23. |
Counterparts |
This
Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures
my means of electronic communication are taken to be valid and binding to the same extent as original signatures. |
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| 24. |
Interpretation |
In
this Agreement: |
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(a) |
headings are for convenience only and do not affect its interpretation; |
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(b) |
no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of this Agreement or that provision; |
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(c) |
specifying anything after the words “include” or “for example” or similar expressions does not limit what else is included; |
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and
unless the context otherwise requires: |
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(d) |
an obligation or liability assumed by, or a right conferred on, two or more Parties binds or benefits all of them jointly and each of them severally; |
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(e) |
the expression person includes an
individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated),
a partnership and a trust; |
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(f) |
a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation; |
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(g) |
a reference to a body, other than a party to this Agreement whether statutory or not: |
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(i) |
which ceases to exist; or |
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(ii) |
whose powers or functions are transferred to another body, |
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is a reference to the body which replaces it or substantially succeed its powers or functions; |
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(h) |
a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; |
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(i) |
a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; |
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(j) |
words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
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(k) |
reference to parties, clauses, schedules, exhibits or annexure are references to parties, clauses, schedules, exhibits and annexure to or of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement; |
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(l) |
where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; |
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(m) |
a reference to time is to Western Standard Time as observed in Perth, Western Australia; |
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(n) |
if a period of time is specified and dates from a given day or the day of an event, it is to be calculated exclusive of that day; |
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(o) |
a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; |
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(p) |
if an act prescribed under this Agreement to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day; |
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(q) |
a reference to a payment is to a payment by bank cheque or such other form of cleared funds the recipient otherwise allows in the relevant lawful currency specified; |
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(r) |
a reference to $ or dollar is to the lawful currency of the Commonwealth of Australia; and |
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(s) |
a reference to a party using or an obligation on a party to use reasonable endeavours or its best endeavours does not oblige that party to: |
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(i) |
pay money: |
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(A) |
in the form of an inducement or consideration to a
third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers, to procure
the relevant thing); or |
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(B) |
in circumstances that are commercially onerous or unreasonable
in the context of this Agreement; |
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(ii) |
provide other valuable consideration to or for the
benefit of any person; or |
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(iii) |
agree to commercially onerous or unreasonable conditions. |
If the terms and conditions set out above are acceptable, please execute this Agreement in the appropriate place below.
Dated
this 26th day of July 2022.
EXECUTED
by BRAIIN LIMITED
ACN 660 713 093 | | EXECUTED
by BRAIIN LIMITED
ACN 660 713 093 |
| | | |
| in
accordance with section 127 of the Corporations Act 2001 (Cth) | | in
accordance with section 127 of the Corporations Act 2001 (Cth) |
| | | |
| /s/ Jay
Stephenson | | /s/
Darren McVean |
| Signature
of director | | Signature
of director |
| | | |
| Jay
Stephenson | | Darren
McVean |
| Name
of director | | Name
of director |
EXECUTED by Raptor300 Incorporated
(EIN 82-1261377) | |
| | |
in accordance with section 127 of the
Corporations Act 2001 (Cth): | |
| | |
| /s/ Natraj
Balasubramanian | |
| Signature
of director | |
| | |
| Natraj
Balasubramanian | |
| Name
of director | |
ANNEXURE
A – SUBSIDIARIES
| Company
Name |
|
Registered
Location |
|
Date
of Incorporation |
|
Company
ID |
| Raptor300
Inc. |
|
New
York, USA |
|
?? |
|
?? |
| Raptor
Australia Pty Ltd |
|
Australia |
|
25/02/2022 |
|
ACN
657 620 696 |
| Raptor300 |
|
Sri
Lanka |
|
?? |
|
PV131674 |
ANNEXURE
B – RAPTOR SHAREHOLDERS AND CONSIDERATION SHARES
| Shareholder
Name |
|
Contact
Details |
|
Raptor
Shares Held |
|
Respective
Proportion (%) |
| Natraj
Balasubramanian |
|
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| Total |
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|
ANNEXURE
C – REPRESENTATIONS AND WARRANTIES BY RAPTOR AND SHAREHOLDERS
The
representations and warranties given by Raptor (with respect to all representations and warranties) and by each Shareholder (being the
representations and warranties in (a), (b), (c), (e), (g), (j), (k), (l)(ii), (m)(ii), (q)(ii), (s), (ee), (ff), (gg), (hh) (Essential
Warranties), provided that a Shareholder shall be deemed to only be providing a representation and warranty about itself and not
about another Shareholder) are as follows:
Raptor
is incorporated in Australia and is incorporated and validly existing in accordance with the laws of its place of incorporation. Each
Shareholder that is a company is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation.
Raptor
and the Shareholders each have full power and lawful authority to execute and deliver this Agreement and to observe and perform, or cause
to be observed or performed, all of their obligations in and under this Agreement without breach or causing the breach of applicable
laws.
The
execution, delivery and performance of this Agreement has been duly and validly authorised by all necessary corporate action on behalf
of Raptor and the necessary action on behalf of the Shareholders.
No
equity securities, debt securities or hybrid securities are on issue in Raptor other than as set out in Annexure B.
The
Shareholders are each the legal and beneficial owners of the shares in the capital of Raptor set out in Annexure B which are free of
all encumbrances and other third party interests or rights and comprise the total issued share capital of Raptor.
No
person has any right or option to subscribe for or otherwise to acquire any further shares or other equity, debt or hybrid securities
in Raptor other than as set out in Annexure B .
The
Shareholders are able to sell and transfer their shares in Raptor without the consent of any other person and free of any encumbrance,
pre-emptive rights or rights of first refusal.
There
are no outstanding options, contracts, calls, first refusals, commitments, rights or demands of any kind relating to the issued or unissued
capital of Raptor other than as set out in Annexure B .
Raptor
is not under any obligation to allot any shares or any other equity, debt or hybrid securities to any person or persons, or otherwise
to alter the structure of any part of its unissued share capital, and Raptor is not under any obligation to give any option over any
part of its unissued capital nor has Raptor offered to do any of the matters stated in this sub-paragraph other than as set out in Annexure
B .
100%
of the issued shares of Raptor are owned by the Shareholders in the amounts set out in Annexure B , are fully paid and no money is owing
in respect of them.
The
execution, delivery and performance by the Shareholders of this Agreement complies with:
| (i) | each
law, regulation, authorisation, ruling, judgement, order or decree of any government agency; |
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| (ii) | the
constitution or other constituent documents of the Shareholders; and |
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| (iii) | any
security interest or document which is binding on the Shareholders in relation to their shares
in Raptor. |
| (l) | No
Event of Insolvency |
No
event of insolvency has occurred in relation to:
| (i) | Raptor
nor is there any act which has occurred, or any omission made, which may result in an event
of insolvency occurring in relation to Raptor; and |
| | | |
| (ii) | a
Shareholder nor is there any act which has occurred, or any omission made, which may result
in an event of insolvency occurring in relation to such Shareholders (if a company). |
| (i) | Raptor
and the directors of Raptor are not involved in any litigation, arbitration or administrative
proceeding relating to claims or amounts relating to Raptor nor is any such litigation, arbitration
or administrative proceeding pending or threatened. |
| | | |
| (ii) | There
is no litigation or proceeding pending or threatened against a Shareholder which may defeat,
impair, detrimentally affect or reduce the right, title and interest of Raptor in the assets
or of such Shareholder in the Raptor Shares. |
| (n) | No
claims remain unpaid |
There
are no material claims made but unpaid under any existing or previous insurance policies held by Raptor, and no material threatened or
pending claims, and there are no events or circumstances which may give rise to any such claim.
Raptor
has not failed to give any notice or to present any claim with respect to its assets, undertaking or business under any existing insurance
policy.
Raptor
is not the subject of any investigation by any regulatory body of any country nor is any such investigation pending or threatened.
| (i) | Raptor
is not the subject of any investigation or audit by the tax office of any country or state
nor is any such investigation or audit pending or threatened. |
| | | |
| (ii) | No
Shareholder is the subject of any investigation or audit by the tax office of any country
or state nor is any such investigation or audit pending or threatened, which may defeat,
impair, detrimentally affect or reduce the right, title and interest of Raptor in the assets
or of such Shareholder in the Raptor Shares. |
| (r) | Compliance
with laws and agreements |
Raptor
is not in material breach of any provision of any relevant laws or material contract or agreement to which Raptor is party.
The
execution, delivery and performance of this Agreement by Raptor and the Shareholders does not conflict with or result in a breach of
any obligation (including, without limitation, any statutory, contractual or fiduciary obligation) or constitute or result in any default
under any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which Raptor or each
Shareholder is a party or is subject or by which it is bound.
Raptor
does not have any subsidiaries and holds no interest or ownership in any other entity.
Every
material contract, instrument or other commitment to which Raptor is a party is set out in Annexure E, is valid and binding according
to its terms and no party to any such commitment or contract is in material default under the terms of that commitment or contract.
Raptor
does not have any liabilities.
The
Last Accounts:
| (i) | disclose
a true and fair view of the state of the affairs, financial position and assets and liabilities
of Raptor as at the balance date disclosed in the Last Accounts (Balance Date); |
| (ii) | includes
all such reserves and provisions for tax as are adequate to cover all tax liabilities (whether
or not assessed and whether actual, contingent, deferred or otherwise) of Raptor up to the
Balance Date; |
| | | |
| (iii) | contain
adequate provisions in respect of all other liabilities (whether actual, contingent, deferred
or otherwise) of Raptor as at the Balance Date and proper disclosure (in note form) of any
contingent or other liabilities not included or provided therein; and |
| | | |
| (iv) | were
prepared: |
| (A) | in
accordance with the relevant accounting standards prescribed by the jurisdiction(s) in which
it operates and applied on a consistent basis and without making any revaluation of assets;
and |
| | | |
| (B) | in
the manner described in the notes to them. |
All
books of accounts and other records of any kind of Raptor:
| (i) | have
been fully, properly and accurately kept on a consistent basis and completed in accordance
with proper business and accounting practices and all applicable statutes; |
| | | |
| (ii) | have
not had any material records or information removed from them; |
| | | |
| (iii) | do
not contain or reflect any material inaccuracies or discrepancies; |
| | | |
| (iv) | give
and reflect a true and fair view of the trading transactions, or the financial and contractual
position of Raptor and of its assets and liabilities; and |
| | | |
| (v) | are
in the possession of Raptor. |
| (y) | Assets
Owned by Raptor |
All
the fixed asset, current assets and other assets and property owned by Raptor are:
| (i) | legally
and beneficially owned by Raptor free of encumbrances (and, in particular, no such assets
are the subject of any hire purchase agreement or credit purchase agreement or any agreement
for payment of deferred terms); and |
| | | |
| (ii) | not
used by any person, other than Raptor. |
| (z) | No
other operations or assets: |
Other
than as disclosed in writing to Braiin prior to the date of this Agreement, Raptor has no operations, assets or agreements.
| (aa) | Licenses
and approvals |
Other
than as disclosed in writing to Braiin prior to the date of this Agreement, Raptor has all permits, license, authorities, registrations
and approvals necessary for properly carrying on its business and Raptor and the Shareholders are not aware of any circumstance or fact
which may result in the revocation, variation or non-renewal in any material respect of any such permits, licenses, authorities, registrations
and approvals.
| (bb) | Employees
and contractors |
At
Settlement, to the extent permitted by written consent from Braiin, Raptor has no directors, managers, officers, employees, agents, consultants
or contractors and no claim or obligations exists or will exist at Settlement in relation to any existing, proposed or previous directors,
managers, officers, employees, agents, consultants or contractors of Raptor.
There
are no:
| (i) | financing
arrangements entered into by or on behalf of Raptor for the borrowing of money; |
| | | |
| (ii) | debentures,
bonds, notes or similar debt instruments issued by Raptor; |
| | | |
| (iii) | guarantees
given by Raptor, or to which Raptor is otherwise subject, in relation to Raptor or any other
person; |
| | | |
| (iv) | encumbrances
over the assets or undertaking or Raptor, or its business or securities; or |
| | | |
| (v) | financing
arrangements that restrict the disposal of Raptor. |
| (dd) | All
material information |
Any
information known to Raptor or the Shareholders concerning Raptor which might reasonably be regarded as material to a purchaser for value
of Raptor Shares has been disclosed to Braiin or its advisers and is true and accurate in all material respects, excluding information
that is publicly available regarding the satellite and communications industries.
| (ee) | No
competing interests |
As
that the date of this Agreement, the Shareholders of Raptor do not have any interest in any company or business which has a close trading
relationship with or which is in direct competition with the business of Raptor.
Each
Shareholder and Raptor enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person.
No
sums are now owing or will at Settlement be owing by Raptor to the Shareholders or to any company or person related to the Shareholders,
except as disclosed in writing prior to the date of this Agreement.
There
are no outstanding commitments of Raptor for capital expenditure.
Raptor
is not a party to any agreement, arrangement or understanding where it is or will be bound to share profits or waive or abandon any rights,
except as disclosed within or prior to the date of this Agreement.
There
are no powers of attorney given by Raptor in favour of any person which may come into force in relation to the business, assets or undertaking
of Raptor.
ANNEXURE
D – REPRESENTATIONS AND WARRANTIES BY BRAIIN
Braiin
makes the following representations and warranties to the Shareholders:
Braiin
Limited is a corporation as that expression is defined in the Australian Corporations Act having limited liability, registered (or taken
to be registered) and validly existing under the Corporations Act;
Braiin
has full power and lawful authority to execute and deliver this Agreement and to observe and perform, or cause to be observed or performed,
all of its obligations in and under this Agreement without breach or causing the breach of applicable laws.
The
execution, delivery and (subject to Settlement) performance of this Agreement has been duly and validly authorised by all necessary corporate
action on behalf of Braiin;
No
equity securities, debt securities, or hybrid securities are on issue in Braiin other than as set out further below.
No
person has any right or option to subscribe for or otherwise to acquire any further shares or other equity, debt or hybrid securities
in Braiin other than as set out below.
On
Settlement, Braiin will be able to issue the Consideration Shares without the consent of any other person and free of any encumbrance
or pre-emptive rights or rights of first refusal.
| (g) | Encumbrances:
Braiin has not granted or registered and there is not in existence any encumbrance over any
assets of Braiin; |
There
are no outstanding options, contracts, calls, first refusals, commitments, rights or demands of any kind relating to the issued or unissued
capital of Braiin other than as set out below.
Braiin
is not under any obligation to allot any shares or any other equity, debt or hybrid securities to any person or persons, or otherwise
to alter the structure of any part of its unissued share capital, and Braiin is not under any obligation to give any option over any
part of its unissued capital nor has Braiin offered to do any of the matters stated in this paragraph other than as set out below.
100%
of the issued shares of Braiin are fully paid and no money is owing in respect of them.
The
Consideration Shares will be credited as fully paid and rank pari passu in all respects with all other fully paid ordinary shares on
issue.
The
execution, delivery and (subject to Settlement) performance by Braiin of this Agreement complies with:
| (i) | each
law, regulation, authorisation, ruling, judgement, order or decree of any government agency; |
| | | |
| (ii) | the
constitution or other constituent documents of Braiin; and |
| | | |
| (iii) | any
security interest or document, which is binding on Braiin. |
| (m) | No
Event of Insolvency |
No
event of insolvency has occurred in relation to Braiin, nor is there any act which has occurred or to the best of its knowledge, is anticipated
to occur which is likely to result in an event of insolvency in relation to Braiin;
Braiin
is not a party to any investigation, prosecution, litigation, legal proceeding, arbitration, mediation or any other form of dispute resolution,
and to the best of its knowledge, no such proceedings are pending or threatened and there is no circumstance or fact that is likely to
give rise to any such proceedings;
| (o) | No
claims remain unpaid |
There
are no material claims made but unpaid under any existing or previous insurance policies held by Braiin, and no material threatened or
pending claims, and there are no events or circumstances which may give rise to any such claim.
Braiin
has not failed to give any notice or to present any claim with respect to its assets, undertaking or business under any existing insurance
policy.
Braiin
is not the subject of any investigation by any regulatory body of any country nor is any such investigation pending or threatened.
Braiin
is not the subject of any investigation or audit by the tax office of any country or state nor is any such investigation or audit pending
or threatened.
| (s) | Compliance
with laws and agreements |
Braiin
is not in material breach of any provision of any relevant laws or material contract or agreement to which Braiin is party.
The
execution, delivery and (subject to Settlement) performance of this Agreement by Braiin does not conflict with or result in a breach
of any obligation (including, without limitation, any statutory, contractual or fiduciary obligation) or constitute or result in any
default under any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which Braiin
is a party or is subject or by which it is bound.
Braiin
does not have any subsidiaries and holds no interest or ownership in any other entity.
Braiin
enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person.
There
are no powers of attorney given by Braiin in favour of any person which may come into force in relation to the business, assets or undertaking
of Braiin.
Exhibit
10.2
Exhibit
10.3
Exhibit
10.4
Exhibit
10.5
Exhibit
10.6
Exhibit 10.7
Exhibit 10.8
Exhibit
10.9
AMENDED
AND RESTATED
SUBSCRIPTION
AGREEMENT FOR BRAIIN LIMITED
Braiin
Limited
283
Rokeby Road, Subiaco WA 6008
Ladies
and Gentlemen:
WHEREAS,
on July 2, 2025, the undersigned investor (the “Subscriber”) and Braiin Limited (the “Company”)
entered into that certain subscription agreement (the “Original Subscription Agreement”);
WHEREAS,
the Subscriber and the Company desire to amend and restate the Original Subscription Agreement in its entirety.
NOW,
THEREFORE, BE IT RESOLVED, that the Original Subscription Agreement is hereby amended and restated in its entirety as follows:
Subscriber
hereby subscribes for Ordinary Shares (“Ordinary Shares”) of the Company in accordance with the terms of this Amended
and Restated Subscription Agreement (this “Agreement”), effective as of August 28, 2025. Upon the execution of this
Agreement by the Subscriber and the acceptance thereof by the Company, this Agreement shall become a binding obligation of the undersigned.
Section
1. Subscription. Subscriber hereby subscribes for and agrees to purchase the following number or amount of Ordinary Shares
(the “Subscription”) and to submit payment for the same as follows:
| |
Subscriber: | Neil
Saligrama |
| |
Purchase Price: | USD
$3,000,000 (1) |
| |
Number of Ordinary Shares: | 73,748 (1) |
| |
Payment Terms: | Wire
Transfer of Immediately Available Funds |
| |
Payment Date: | September
1, 2025 |
| |
(1) | The
number of Ordinary Shares is calculated based on an implied price per share of $10.17(after
considering stock split) and is based on a current post-money valuation of the Company
of USD $703 million. |
Section
2. Representations and Warranties of the Parties
This
Subscription is made in reliance on the following representations and warranties of each Party:
2.1
Authority
It
has full power and authority to enter into this Agreement and to perform its obligations under it and has taken all necessary action
to authorise the execution, delivery and performance by it of this Agreement in accordance with its terms.
2.2
Binding obligations
This
Agreement constitutes its legal, valid and binding obligations and is enforceable in accordance with its terms.
2.3
No breach
This
Agreement and the Subscription does not conflict with or result in a breach of any obligation or
constitute or result in any default under any material provision of any agreement, deed, writ order,
injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound.
Section
3. Indemnification. The undersigned agrees to indemnify and hold harmless the Company, its officers, managers and the other
members from and against all damages, losses, costs and expenses (including reasonable attorneys’ fees) that they may incur by
reason of any breach of the representations and warranties made by the undersigned herein.
Section
4. Default. If any party (each, a “Defaulting Party”) shall make default in the due observance or performance
of any of its obligations under this Agreement the observance or performance of which is or becomes essential and such default shall
continue for 14 days after the receipt of a notice in writing from the other party (the “Non Defaulting Party” ) to
remedy the default then the Non Defaulting Party may, without further notice to the Defaulting Party:
| (a) | rescind
this Agreement and be entitled to such damages as to which the Non-Defaulting Party would
be entitled at common law or in equity; and/or |
| | |
| (b) | sue
the Defaulting Party for specific performance. |
Section
5. Lock-Up. The Subscriber agrees and acknowledges that they will be required to enter into a restriction agreement to give
effect to a mandatory lock-up of the Ordinary Shares issued to the Subscriber in accordance with this Agreement, for a period of 12 months.
The Subscriber agrees and acknowledges that they will enter into lock-up agreements with the Company in respect of the Ordinary Shares.
Section
6. Miscellaneous.
6.1
This Agreement and the undersigned’s interest herein are not assignable and any purported assignment without the prior written
consent of the Company shall be void ab initio.
6.2
The undersigned agrees that the undersigned may not cancel, terminate or revoke this Agreement or any agreement of the undersigned made
hereunder (except as otherwise specifically provided herein) and that this Agreement shall survive the death or disability of the undersigned
and shall be binding upon the undersigned’s heirs, executors, administrators, successors and permitted assigns.
6.3
This Agreement and all other information disclosed by the parties to each other the (“Confidential Information”)
is confidential and each party shall ensure that the Confidential Information remains confidential, except that the parties may make
disclosure to their relevant advisors or as otherwise required by the law or the rules of any recognised securities exchange.
6.4
Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any rights granted to the undersigned under Federal or state securities laws.
6.5
This Agreement and the instruments delivered concurrently herewith, constitute the entire agreement between the parties hereto with respect
to the subject matter hereof and may be amended only by a writing executed by both parties.
6.6
This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of Australia. The Parties agree
to submit to the non-exclusive jurisdiction of the Courts of Australia and the Courts which hear appeals from those Courts.
6.7
The representations, warranties and agreements of the undersigned set forth herein shall survive (i) the acceptance of this Agreement
by the Company; (ii) the closing of the sale of the Ordinary Shares; and (iii) the bankruptcy of the Subscriber, until the expiration
of the applicable statute of limitations.
6.8
Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of
all words shall include the singular and plural.
6.9
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
6.10
All notices and other communications either party hereto may be required, or may elect, to give the other party hereunder shall be given
in person or by courier, sent by registered or certified mail (return receipt requested and with postage prepaid thereon), or sent by
other facsimile method (notice by facsimile must be confirmed by next day courier delivery to be effective) to the parties at their respective
addresses included on the signature pages hereto. All notices and other communications hereunder that are addressed as provided in this
Section shall be deemed duly and validly given, (a) if delivered in person, or by courier, upon delivery, or (b) if delivered by facsimile
providing confirmation or receipt of delivery, 24 hours after being sent; or (c) if delivered by registered or certified mail, 72 hours
after being placed in a depository of the mail service.
[Signature
pages follow]
IN
WITNESS WHEREOF, the Subscriber has set forth his hand this 14th day of September, 2025.
| |
Neil Saligrama |
| |
|
| |
/s/
Neil Saligrama |
| |
|
| |
Address: |
15 Inverell Ave Mt. Waverly VIC 3149 |
| |
Email: |
neil.saligrama@gmail.com |
Accepted
by the Company this 14th day of September, 2025
Braiin
Limited
| By: | /s/
Natraj Balasubramanian |
|
| Name: | Natraj
Balasubramanian |
|
| Title: | Chief
Executive Officer |
|
Address:
Braiin
Limited
283
Rokeby Road, Subiaco WA 6008
Exhibit
10.10
Binding
Term Sheet between Braiin Ltd and TWCC VIC Pty Ltd
The
intent of this Term Sheet is to describe the key terms of the proposed loan arrangement (the “Transaction”) between Braiin
Ltd/Braiin Holdings (the “Issuer”) and TWCC VIC Pty Ltd (the “Lender”) (collectively, the “Parties”)
This
Term Sheet represents a legally binding offer made by the Lender, outlining the key terms and conditions agreed upon by both parties.
All provisions stated in this Term Sheet will be incorporated and formalized into the relevant definitive agreements, which will govern
the relationship between the parties. The definitive documents will serve as the final and enforceable contracts, superseding any preliminary
discussions or agreements. Once executed, these definitive documents will fully implement the terms and conditions outlined in this Term
Sheet
| Particulars |
|
Description |
| |
|
|
| Lender |
|
TWCC
VIC Pty Ltd |
| |
|
|
| Instrument |
|
Unlisted,
Secured Non-Convertible Debentures |
| |
|
|
| Promoter |
|
Mr.
Natraj Balasubramanian |
| |
|
|
| Issuer |
|
Braiin
Limited / Braiin Holdings |
| |
|
|
| Target |
|
VIS
Networks |
| |
|
|
| Facility |
|
Up
to $14.4mn
|
| |
|
|
| |
|
● |
for
targets acquisition $12mn |
| |
|
● |
towards
repayments of lenders of commercial properties $2.4mn |
| |
|
|
|
| Background |
|
Braiin
group is in the process of acquiring the Target(VIS Networks) at an approximate consideration
of approx. USD $ 56.57 mn for acquiring 79.7% equity stake of the Target. The same
is expected to financed as under :
|
| |
|
|
|
| |
|
1. |
Cash
consideration of USD 12mn AND |
| |
|
2. |
Stock
consideration of USD 44.57mn |
| End
Use |
|
|
● |
The
Facility shall be utilized towards acquisition of 79.7% shares of VIS Networks |
| |
|
|
● |
To
repay mortgage loan on commercial properties owned by the Target |
| Tenor |
|
4
years with a put and call option at end of 36 months and any time thereafter. |
| |
|
|
|
| Moratorium |
|
15
months principal moratorium from the date of disbursement or merger of the issuer and Targets whichever is earliest. |
| |
|
|
|
| Repayment |
|
The
principal amount of the Facility shall be repaid in monthly instalments after the moratorium period. |
| Pricing |
|
Coupon:
14% per annum
|
| |
|
|
| |
|
Coupon
frequency: monthly |
| |
|
|
| |
|
The
company will pay additional redemption premium at the time of final maturity, as detailed out in the loan schedules in the annexures
1 & 2, basis the following: |
| |
|
|
| |
|
Additional
Redemption Premium = {5%} of Increase in Valuation of Targets |
| |
|
|
| |
|
Increase
in Valuation of targets = Exit Valuation – Entry Valuation |
| |
|
|
| |
|
Entry
Valuation*= Acquisition Enterprise Value = EBIDTA of Targets at the time of acquisition 606 million X Entry EV/EBIDTA
of 10x = Indian Rupees 6.06 billion |
| |
|
|
| |
|
Exit
valuation* = Implied valuation of Targets at the time of Final maturity of this facility = Trailing Twelve Month EBIDTA of
targets at the time of final maturity X Exit EV/EBIDTA multiple. |
| |
|
|
| |
|
Exit
EV/EBIDTA* = any multiple at which the Targets raised equity after Investor’s funding or Entry EV/EBIDTA multiple whichever
is higher. |
| |
|
|
| |
|
*
EBIDTA of the Target at the time of acquisition $7mn |
| |
|
|
| |
|
EV
at the time of acquisition considered as $59.3 |
| |
|
|
| |
|
Fx
at the time of acquisition considered as Rs.84 / dollar |
| |
|
|
| Upfront
and |
|
Not
Applicable |
| Commitment
Fees |
|
|
|
| |
|
|
|
| Cap
on Investor IRR (%) |
|
|
The
overall IRR payable by the Issuer to the Investor (including all charges i.e. interest, upfront fee, redemption premium, additional
redemption premium, prepayment penalties, etc. shall not exceed 23% (twenty three percent) |
| |
|
|
|
| Security |
|
|
Pre-Merger |
| |
|
- |
Pledge
of 100% shares of the Issuer and Targets |
| |
|
- |
First
and exclusive charge over all assets of the Issuer |
| |
|
- |
Corporate
Guarantees from the Targets secured by Pari-Passu charge over fixed and current assets |
| |
|
- |
Exclusive
charge over commercial properties owned by the targets |
| |
|
- |
Corporate
Guarantees from the US listed Entity and any other material Group entities subject to extant regulations |
| |
|
|
|
| |
|
|
Post-Merger |
| |
|
- |
Pledge
of 100% shares of the consolidated merged entities |
| |
|
- |
Pari-Passu
charge over all assets of the merged entities |
| |
|
- |
Exclusive
charge over commercial properties owned by the targets |
| |
|
- |
Corporate
Guarantees from the US listed Entity and any other material Group entities subject to extant regulations |
| |
|
|
|
| Make
Whole |
|
18 months |
| |
|
|
|
| Put
/ Call Option |
|
Investor
will have Put Option at the end of 36 months from the date of disbursement and anytime thereafter.
|
| |
|
|
|
| |
|
Issuer will have Call Option during the
Lock-in Period, subject to Make-whole. |
| |
|
|
|
| Other
key conditions |
|
- |
No
new financial indebtedness, equity or other capital raise, asset purchase or sale or any
other share encumbrance at Issuer and Target level |
| |
|
- |
No
direct or indirect change in the shareholding (on a fully diluted basis) of the Issuer and Target |
| |
|
- |
ICD
or shareholder or related party loans to be subordinated to this facility |
| |
|
- |
Mutually
agreed controls on related party transactions. |
| |
|
- |
The
Issuer / Target to share MIS and financial statements regularly with Investor (the format of MIS and frequency of sharing information
to be agreed with Investor). |
| |
|
- |
Standard
affirmative and negative covenants. |
| |
|
- |
Financial
covenants for the Issuer Group to be finalised post diligence and assessment of business plan (debt / EBITDA, debt / net worth, working
capital days, minimum net worth, annual capital expenditure, etc.). |
| |
|
- |
Any
other conditions based on satisfactory financial, tax, and legal diligence by the Investor. |
| |
|
|
|
| Costs |
|
- |
All
costs of transaction including diligence, documentation, and stamp duty to be borne by the Issuer. Investor can work with updated
vendor diligence reports to minimize cost for the Issuer. |
| |
|
|
|
| Confidentiality |
|
- |
The
Issuer agrees and confirm, for a period of three months from the date hereof, it shall not disclose, or otherwise communicate, whether
directly or indirectly, the contents of the Head of Terms to any third party or competitor of the Investor. |
| |
|
|
|
| Validity
and Exclusivity |
|
Validity:
Up to 30 June, 2025.
Exclusivity:
60 days post signing of this Head of Terms
|
Braiin
Holdings Ltd
|
|
|
|
| |
|
|
|
|
| /s/
Natraj Balsubramanian |
|
/s/
Chetan Saligrama |
| Name: |
Natraj
Balasubramanian |
|
Name: |
Chetan
Viswanatha Saligrama |
| Title: |
Authorised
Signatory |
|
Title: |
Authorised
Signatory |
| Date: |
11
March 25 |
|
Date: |
11
March 25 |
Annexure
1 - Loan 1 Schedule - Cash payment towards acquisition of VIS
| VIS
Exit Valuation (USD mn) |
| | 80 |
| 100 |
| 120 |
| 140 |
| 160 |
| 180 |
| | 17.98% |
| 19.70% |
| 21.33% |
| 22.86% |
| 24.33% |
| 25.72% |
Annexure
2 - Loan 2 Schedule - Repayment for existing loans
Exhibit
10.11
Braiin
Limited
ACN:
660 713 093
(Company)
and
Chetan
Viswanatha Saligrama
(Executive
Director)
EXECUTIVE
SERVICES AGREEMENT
THIS
AGREEMENT is made the 3rd Day of July 2025
BETWEEN
Braiin
Limited ACN 660 713 093 of 283 Rokeby Road, Subiaco WA 6008 (Company);
AND
Chetan
Viswanatha Saligrama of 15 Inverell Avenue, Mount Waverley VIC 3149 (Executive Director).
RECITALS
| A. |
The
Company wishes to confirm the appointment of the Executive Director as an employee. |
| |
|
| B. |
The
Executive Director has agreed to be appointed by the Company pursuant to the terms and conditions of this Agreement. |
IT
IS AGREED as follows:
| 1. |
DEFINITIONS
AND INTERPRETATIONS |
| |
|
| 1.1 |
Definitions |
In
this Agreement:
Agreement
means the agreement constituted by this document and includes the recitals.
Board
means the Board of Directors of the Company.
Business
means the business of the Company or any one of its Related Bodies Corporate.
Commencement
Date means the day of execution of this Agreement or such date agreed in writing by the Parties.
Confidential
Information means any trade secret or other confidential information or knowledge relating to the business affairs or financial affairs
of the Company or Related Bodies Corporate including, but not limited to, accounts, projections, plans, proposals, estimates, prospects,
research, management plans, marketing plans, market research information, financing, products, inventions, designs, processes, data bases,
data surveys, member lists, customer lists, contact lists, supplier lists, price lists, records, reports, software (including source
code and object code versions), maps, processes, formulae, methods of production, techniques, charts, tables, specifications, systems,
programs, models, concepts, diagrams, graphs or any other documents, including the Documents, material or other information in any form
concerning the Company, or the operations, business or affairs of its customers and or any Related Bodies Corporate that the Executive
gains access to, whether before, during or after the Employment.
Constitution
means the Constitution of the Company from time to time.
Corporations
Act means the Corporations Act 2001 (Cth).
Documents
includes correspondence, letters and papers of every description, including all copies of and extracts from any of the same.
Duty
means any transfer, transaction or registration duty or similar charge imposed by any governmental authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them.
Employment
means the employment of the Executive under this Agreement.
Fair
Work Act means the Fair Work Act 2009 (Cth).
Gross
Misconduct means the occurrence of any one or more of the following events:
| |
(a) |
serious
misconduct; |
| |
|
|
| |
(b) |
the
event referred to in clause 19.2; |
| |
|
|
| |
(c) |
neglecting
to properly discharge the Executive’s duties under this Agreement with the direct or indirect effect of causing any serious
damage or serious discredit to the Company’s business or material harm or damage to the Company’s commercial relationship
with a third party; |
| |
|
|
| |
(d) |
a
serious or persistent breach of any of the provisions of this Agreement that is, in the reasonable opinion of the Company, incapable
of remedy; |
| |
|
|
| |
(e) |
being
charged with an offence precluding or inhibiting the further performance of the Executive’s duties or that may bring the Company
into disrepute; |
| |
|
|
| |
(f) |
being
convicted of any criminal offence which brings the Company or any of its Related Bodies Corporate into disrepute; or |
| |
|
|
| |
(g) |
being
declared bankrupt or making an arrangement or compromise with creditors. |
Listing
Rules means the listing rules of the Stock Exchanges (as the context requires) which are applicable while the Company is admitted
to the official list of and / or markets operated by the Stock Exchanges, each as amended or replaced from time to time.
Moral
Rights means the right of integrity (that is, the right not to have a work subjected to derogatory treatment), the right of attribution
of authorship, and the right not to have authorship of a work falsely attributed, granted to authors under the Copyright Act 1968
(Cth) or otherwise.
NES
means National Employment Standards under the Fair Work Act.
Price
Sensitive Information means any information which a reasonable person would expect to have a material effect on the price or value
of securities of a body corporate and the expression “material effect on the price or value” will have the meaning given
under section 1042D of the Corporations Act.
Related
Body Corporate has the meaning of any subsidiary.
Stock
Exchanges means the any recognised stock exchange.
Taxes
includes (but is not limited to), income tax, fringe benefits tax (including any goods and services uplift factor that may be applied)
and any other goods and services tax liability that may be incurred.
Total
Employment Cost means the cost to the Company of providing remuneration to the Executive and is inclusive of base salary (exclusive
of superannuation), Taxes and non-cash benefits and any other benefit specifically provided for in this Agreement.
Works
means any and all materials (whether or not in electronic or other form) including, without limitation, literary works, dramatic works,
musical works, artistic works, cinematographic films, sound recordings, television or sound broadcasts, computer software, and a compilation
of any of the aforementioned, prepared, compiled, developed or commissioned in the performance of this Agreement, whether or not in existence
at the commencement of the Employment.
In
this Agreement unless the context otherwise requires:
| (a) | headings
are for convenience only and do not affect its interpretation; |
| | | |
| (b) | an
obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits
all of them jointly and each of them severally; |
| | | |
| (c) | the
expression person includes an individual, the estate of an individual, a corporation,
an authority, an association or joint venture (whether incorporated or unincorporated), a
partnership and a trust; |
| | | |
| (d) | a
reference to any party includes that party’s executors, administrators, successors
and permitted assigns, including any person taking by way of novation; |
| | | |
| (e) | a
reference to any document (including this Agreement) is to that document as varied, novated,
ratified or replaced from time to time; |
| | | |
| (f) | a
reference to any statute or to any statutory provision includes any statutory modification
or re-enactment of it or any statutory provision substituted for it, and all ordinances,
by-laws, regulations, rules and statutory instruments (however described) issued under it; |
| | | |
| (g) | words
importing the singular include the plural (and vice versa) and words indicating a gender
include every other gender; |
| | | |
| (h) | reference
to parties, clauses, schedules, exhibits or annexures are references to parties, clauses,
schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement
includes any schedule, exhibit or annexure to this Agreement; |
| | | |
| (i) | where
a word or phrase is given a defined meaning, any other part of speech or grammatical form
of that word or phrase has a corresponding meaning; and |
| | | |
| (j) | a
reference to $ or dollar is to Australian currency. |
| (a) | The
Company appoints the Executive Director in the position of President and Chief Operating
Officer upon and subject to the terms and conditions of this Agreement. |
| (a) | The
Executive Director commenced employment on the Commencement Date, and the Commencement Date
will be used for the purposes of calculating entitlements. |
| (b) | This
Agreement takes effect on the date it is executed by the Parties and will continue until
this Agreement is validly terminated in accordance with its terms. |
There
is no Probation period.
The
Executive Director will:
The
Executive is appointed as President and Chief Operating Officer of the Company and shall serve in that capacity or in such other capacity
as the Board may reasonably direct from time to time, consistent with the Executive’s experience and expertise.
| (b) | Initial
Responsibilities (Pre-Listing) |
Prior
to the Company listing on a recognised securities exchange (the “Listing”), the Executive’s duties will be limited
to supporting the Company on an as-needed basis, including but not limited to:
(i)
providing strategic input on business development opportunities;
(ii)
contributing to investor and stakeholder engagement initiatives; and
(iii)
participating in board or executive discussions when requested.
It
is acknowledged that upon or shortly following the Listing, the Executive and the Company intend to enter into a revised Executive Services
Agreement which will reflect the expanded role, duties, and responsibilities of the Executive as Chief Business Officer. The revised
agreement will also incorporate an updated remuneration structure appropriate for a listed entity.
| (d) | Good
Faith and Best Interests |
Notwithstanding
the limited duties prior to Listing, the Executive agrees to act in good faith and in the best interests of the Company at all times
and to perform their responsibilities to a professional standard, consistent with their skill and experience. Executive Director not
to accept inducements
The
Executive Director will not accept any payment or other benefit in money or in kind from any person as an inducement or reward for any
act in connection with any matter or business transacted by or on behalf of the Company or its Related Bodies Corporate.
| (a) | Although
the Company’s usual office hours are between 8.30am and 5.00pm Monday to Friday, business
is frequently conducted outside these hours, and the Executive Director agrees to work any
reasonable additional hours necessary to properly discharge the Executive’s duties,
or as required by the Company. |
| (a) | The
Executive Director will be based in Australia. |
| (b) | However,
the Executive Director acknowledges that the Executive Director may be required to travel
(even at very short notice), and agrees to undertake this travel on behalf of the Company. |
| (c) | The
Company will provide the Executive Director with a reasonable level of travel insurance for
all travel undertaken in accordance with this clause. |
| 8.1 | Executive
Director to receive salary |
a) Subject
to the terms of this Agreement, the Company will pay to the Executive Director for services rendered a salary of AUD$1.00 per year (gross),
on a Total Employment Cost basis (Salary).
(b) The
Executive Director’s Salary will be reviewed every 12 months by the Company’s remuneration committee or, excluding the Executive,
the Board in the event such committee is not established (Review).
(c)
In addition to the annual Review, the Company acknowledges and agrees that a comprehensive review of the Executive Director’s role,
responsibilities, and remuneration will occur prior to the release of any public documentation in connection with the Company’s
proposed listing on a recognised securities exchange, such as Nasdaq. At that time, a new Executive Services Agreement will be entered
into reflecting the expanded scope of the Executive Director’s duties and setting out a market-based compensation package appropriate
to the role in a listed company.
(d) The
Company is under no obligation to increase the Executive Director’s Salary following the annual Review; however, the post-listing
review described in clause 8.1(c) is intended to result in the replacement of this Agreement with an updated arrangement.
(e) The
Executive Director authorises the Company to deduct from his Salary, and to set off against any monies due to him under clause 9 (Expenses)
or otherwise, any sum due to the Company or any Related Body Corporate from him including without limitation any overpayments, loans
or advances made to him by the Company, the cost of repairing any damage or loss to the Company’s property caused by him and any
losses suffered by the Company as a result of any negligence, any breach of this Agreement or breach of duty by him.
The
Company shall endeavour to hold and maintain a directors and officers insurance policy which will be extended to the Executive Director
during the employment. It is noted that at this time, the Company does not have a policy in place.
| 9. | EXPENSES
and other charges |
On
provision of all documentary evidence reasonably required by the Company, the Company will reimburse the Executive for all reasonable
travelling intra/interstate or overseas, accommodation, mobile telephone and general expenses incurred by the Executive Director in the
performance of all duties in connection with the business of the Company and its Related Bodies Corporate.
The
Executive Director may provide equipment such as a field vehicle and field equipment to the Company which will be charged at agreed day
rates.
| 10. | EXECUTIVE
Director ‘S ACKNOWLEDGMENTS |
The
Executive Director acknowledges that:
| (a) | Confidential
Information has been and will be acquired by the Company or its Related Bodies Corporate
at the Company’s or its Related Body Corporates’ initiative and expense; and |
| (b) | the
Company and its Related Bodies Corporate have spent and will spend effort and money in establishing
and maintaining its customer base, employee skills and the Confidential Information. |
Accordingly,
it is reasonable that the Executive Director gives the representations and warranties contained in this Agreement and, if the Employment
is terminated, the Executive Director should continue to be subject to the restrictions set out in clauses 11, 12, 13 and 14.
| 11.1 |
Access to Confidential Information |
The
Executive Director acknowledges that, having regard to the Executive’s Duties with the Company, the Executive Director has or will
have access to Confidential Information and that disclosure of any Confidential Information or knowledge could materially harm the Company.
The
Executive Director acknowledges that:
| (a) | the
Confidential Information is solely and exclusively the property of the Company; |
| (b) | the
Executive Director is subject to obligations in relation to the Confidential Information
by reason of this Agreement; |
| (c) | the
Executive Director is subject to obligations in relation to the Confidential Information
in equity and under the common law; and |
| (d) | the
Corporations Act, the Listing Rules and/or the Constitution creates certain obligations upon
the Executive in respect of use or disclosure of information. |
| 11.3 | Not
to divulge Confidential Information |
The
Executive Director agrees that, during and after the term of the Employment, the Executive will not divulge to any person or use any
Confidential Information except:
| (a) | in
the proper course of their Duties; or |
| (b) | as
permitted by the Company, in writing; or |
| (a) | The
Executive Director agrees that during the term of the Employment the Executive Director will
use the Executive Director’s best endeavours to prevent the publication, use or disclosure
of any Confidential Information and without limitation, so far is reasonably practicable,
the Executive Director must: |
| (i) | maintain
proper and secure custody of Confidential Information; and |
| (ii) | prevent
the use by third Parties of Confidential Information. |
| (b) | The
Executive Director agrees to require any third party who has been given access or shall be
given access to the Confidential Information, to maintain that information in the strictest
confidence and to procure the third party’s agreement to enter into confidentiality
agreements with the Company on terms satisfactory to the Company. |
| 11.5 |
Information
already available to the public |
This
clause 12 does not apply to information which is freely available to the public, other than as a result of a breach by the Executive
Director of this Agreement.
If
it is uncertain whether:
| (a) | any
information is Confidential Information; or |
| (b) | any
Confidential Information is lawfully freely available to the public; |
the
information is taken to be Confidential Information and it is taken not to be freely available to the public unless the Company informs
the Executive in writing to the contrary.
| 11.7 | Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason.
| 12. | CONFIDENTIAL
AGREEMENT |
| 12.1 | Obligation
not to disclose terms of Agreement |
The
Executive Director acknowledges that the terms of this Agreement are confidential and, accordingly, the Executive Director agrees that,
subject to clause 12.2, the Executive Director must not disclose them to any person at any time during the Employment or thereafter.
| 12.2 |
Circumstances in which disclosure
is permitted |
The
Executive Director may disclose the terms of this Agreement to the Executive Director’s bankers or to the Executive Director’s
legal or other advisers in the course of taking advice in relation to those terms or for purposes connected with the enforcement of this
Agreement.
The
Executive Director represents and warrants that the Executive Director will immediately communicate to the Company any and all literary
and other works and subject matter including all works (as those terms are used in the Copyright Act 1968 (Cth)), processes, inventions,
improvements, innovations, modifications, designs, discoveries, trademarks and trade secrets, however embodied, which the Executive Director
may make either alone or in conjunction with others during the course of, in connection with or arising out of the Employment and in
any way connected with any of the matters in which the Company has been or is now or hereafter interested during the Employment (Inventions),
whether or not the Inventions are capable of being protected by copyright, letters patent, registered design or other protection (Protection),
and the Inventions will thereafter be the sole and exclusive property of the Company.
| 13.2 | Co-operation
in obtaining Protection for Inventions |
| (a) | If
and whenever required to do so whether during or after termination of the Employment, and
at the expense of the Company or its nominee, the Executive will apply or join in applying
for letters patent or other similar protection in Australia or in any other part of the world
for an Invention and will immediately deliver to the Company full particulars concerning
the Invention and execute all instruments and do all things necessary for vesting the letters
patent or other Protection when obtained, and all right and title to and interest in same,
in the Company or its nominee absolutely and as sole beneficial owner or in such other person
as the Board requires. |
| (b) | The
Executive Director irrevocably appoints the Company to be the Executive’s attorney
in the Executive’s name and on the Executive’s behalf to execute any such instrument
or thing and generally to use the Executive’s name for the purpose of giving to the
Company or its nominee the full benefit of the provisions of this clause 14 |
Without
limiting the generality of clause 13.1, the Executive Director represents and warrants that:
| (a) | the
Executive Director will immediately inform the Company of any matter which may come to the
Executive Director’s notice during the Employment which may be of interest or of any
importance or use to the Company or its Related Bodies Corporate; |
| (b) | the
Executive Director will immediately communicate to the Company any proposals or suggestions
occurring to the Executive Director during the Employment which may be of service for the
furtherance of the business of the Company or its Related Bodies Corporate, whether or not
those proposals or suggestions occurred as a result of work performed by the Executive Director
for the Company or otherwise. |
| 13.4 | Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason for a period of 2 years
| 14.1 | Representations
by Executive Director |
Subject
to clause 14.8 of this Agreement, the Executive Director represents and warrants that the Executive Director will not without the prior
written consent of the Company as provided in clause 14.7, during the Employment either directly or indirectly in any capacity (including
without limitation as principal, agent, partner, employee, shareholder, unitholder, joint ventures, director, trustee, beneficiary, manager,
consultant or adviser) carry on, advise, provide services to or be engaged, concerned or interested in or associated with any business
or activity which is competitive with any business carried on by the Company or any of its Related Bodies Corporate, or be engaged or
interested in any public or private work or duties which in the reasonable opinion of the Board may hinder or otherwise interfere with
the performance of the Executive of duties under this Agreement.
The
Executive Director for the duration of the Restraint Period must not, without the prior written consent of the Company, either directly
or indirectly be, engaged, interested, or carry on the Restrained Activity in the Restraint Area:
| (a) | either
alone or in partnership or association with another person; |
| (b) | as
principal, agent, representative, director, officer or employee; |
| (c) | as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| (d) | as
trustee of or as a consultant or adviser to any person. |
In
this clause 15:
whichever
is the largest geographical period permitted by law; and
| (b) | Restrained
Activity means to: |
| (iii) | solicit,
canvass, induce or encourage any person who was at any time during the six month period ending
on the date of termination of the Employment a director, employee or agent of the Company
to leave the employment or agency of the Company; or |
| (iv) | interfere
with the relationship between the Company and its clients, employees or suppliers. |
| (c) | Restraint
Period means: |
after
termination of this Agreement, whichever is the longest period permitted by law.
| 14.4 |
Combination
of clauses |
| (a) | Clause
14.2 is construed and has effect as if it were a number of separate sub-paragraphs which
result from combining each Restraint Area with the combination of the Restraint Period and
the Restrained Activity. |
| (b) | Each
resulting sub-paragraph has effect as a separate and several prohibition or restriction and
is to be enforced accordingly. |
| 14.5 |
Deletion
of restrictions |
If
any of the separate resulting sub-paragraphs in clause 14.2 goes beyond what is reasonable in the circumstance and necessary to protect
the legitimate interests of the Company but would be reasonable and necessary if any part of the Restraint Area, Restrained Activity
or Restraint Period were deleted and/or reduced, then the Restraint applies with that part deleted and/or reduced by the minimum amount
necessary to make the Restraint reasonable in the circumstances.
| 14.6 | Acknowledgment
by Executive |
The
Executive Director acknowledges and agrees that each of the restraints imposed upon the Executive under this clause are fair and reasonable
and are no greater than is reasonably necessary to protect the Company.
| 14.7 | Consent
of the Company |
For
the purposes of this clause 14, where the prior written consent of the Company is required such consent shall not be given without the
approval of the majority of directors (or casting vote).
Nothing
in this clause 14 prohibits or restricts the Executive Director from holding securities or acting as a director in any company listed
on a recognised stock exchange.
| 14.9 | Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason for a period of 6 months.
| 15.1 | Termination
by the Company |
The
Company may at its sole discretion terminate the Employment in the following manner:
| (a) | by
giving not less than one (1) month’s written notice and not more than two (2) month’s
written notice, if at any time the Executive Director: |
| (i) | is
or becomes incapacitated by illness or injury of any kind which prevents the Executive Director
from performing duties under this Agreement for a period of three (3) consecutive months
of unpaid leave or any periods of unpaid leave aggregating three (3) months in any twelve
(12) months period during the term of the Employment; or |
| (ii) | is
or becomes of unsound mind or under the control of any committee or officer under any law
relating to mental health; |
| (iii) | commits
any breach of any of the provisions contained in this Agreement; |
| (iv) | demonstrates
incompetence with regard to the performance of the Executive Director’s duties under
this Agreement, or is neglectful of any duties under this Agreement or otherwise does not
perform the duties under this Agreement in a satisfactory manner; |
| (v) | refuses
or neglects to comply with any lawful and reasonable direction or order given to the Executive
Director by the Company or; |
| (vi) | commits
any breach of the Company’s policies or procedures. |
| 15.2 | Summary
termination without notice |
The
Company may at its sole discretion terminate the Employment summarily and without notice if the Executive commits or becomes guilty of
any Gross Misconduct.
| 15.3 | Payment
in lieu of notice |
The
Company may at its sole discretion dispose with the written notice period that must be given to or by the Executive Director under clauses
16.1 and 16.4 and immediately terminate the Employment by making a payment to the Executive Director equal to the Salary payable for
the relevant period of notice.
| 15.4 | Termination
by the Executive Director |
The
Executive Director may at its sole discretion terminate the Employment in the following manner:
| (a) | if
at any time the Company commits any serious or persistent breach of any of the provisions
contained in this Agreement and the breach is not remedied within 28 days of receipt of written
notice from the Executive to the Company to do so, by giving notice effective immediately;
or |
| (b) | by
giving not less than one (1) month’s written notice and not more than two (2) months’
written notice to the Company. |
| 15.5 | Executive
Director entitled to payment |
On
termination of the Employment, the Executive Director is entitled to payment in lieu of the annual leave to which the Executive Director
has become entitled during the Employment but which the Executive Director has not taken.
| 15.6 | Direction
not to attend work |
| (a) | For
all or part of the Executive Director ‘s notice period under clauses 16.1 or 16.4 (or
at any time during the Executive Director ‘s employment), the Company may: |
| (i) | direct
the Executive Director: |
| (A) | not
to attend for work at the Company’s premises; |
| (B) | to
attend for work at a different location; |
| (C) | to
perform no work; or |
| (D) | to
perform designated duties whether or not these duties form part of the Executive’s
usual role; |
| (ii) | suspend
the Executive Director from the Employment, with pay, and upon any other terms and conditions
as the Company sees fit, for the purpose of investigating any suspected misconduct (including
serious misconduct) in which the Executive may be involved. |
| (b) | The
Executive Director’s obligations under this Agreement continue to apply during the
period contemplated under paragraph 16.6(a). |
| 15.7 | Executive
Director to repay amounts owing |
Subject
to any agreement to the contrary, on termination of the Employment the Executive Director will pay or repay to the Company or its Related
Body Corporate all sums which the Executive Director then owes the Company and its Related Body Corporate, whether those sums are then
due to be paid or not.
| 15.8 | Not
to prejudice rights |
Termination
of the Employment will not prejudice any rights or remedies already accrued to either party under, or in respect of any breach of, this
Agreement.
To
the extent that the Corporations Act or the Listing Rules prohibit or limit any payment required under this Agreement, the Company shall
not be bound to make such payment.
| 16. | CONSEQUENCES
OF TERMINATION |
| 16.1 | Deliver
up all property |
On
termination of the Employment, however occurring, the Executive Director will immediately:
| (a) | deliver
up to the Company all property belonging to the Company or any of its Related Bodies Corporate
which is in the Executive Directo’s possession, including without limiting the foregoing,
the Company’s Documents and Confidential Information; and |
| (b) | destroy
all electronically stored information which is the property of the Company and which is stored
on property not owned by the Company. |
On
termination of the Employment, however occurring, the Executive at the request of the Board will resign without claim for compensation
from any office (including that of director) held by the Executive Director in the Company or in any Related Body Corporate of the Company.
If the Executive Director fails to do so, the Company is irrevocably authorised to appoint another person in the Executive’s name
and on the Executive’s behalf to execute all documents and to do all things requisite to give effect thereto.
After
termination of the Employment, however occurring, the Executive Director will not represent being in any way connected with or interested
in the business of the Company or any of its Related Bodies Corporate.
| 17. | DELEGATION
AND ASSIGNMENT |
This
Agreement is personal to the parties and:
| (a) | the
Executive Director will not delegate the performance of the duties set out in this Agreement
to any employee or agent of the Company without the prior written consent of the Board or
any nominee of the Board; and |
| (b) | this
Agreement will not be assigned by either party without the prior written consent of the other
party. |
| 18. | policies
and procedures |
The
Executive Director agrees to abide by the terms of any and all of the Company’s policies and procedures as may be implemented,
amended and varied by the Company at its discretion from time to time.
| 18.2 | Policies
and procedures |
The
Company’s policies and procedures operate independently of this Agreement and are not incorporated into this Agreement.
| 19. | PRICE
SENSITIVE INFORMATION |
The
Executive Director acknowledges that in the course of carrying out the services pursuant to this Agreement they may receive Confidential
Information including Price Sensitive Information affecting the Company and clients of the Business. Any disclosure, communication, use
or misuse of Price Sensitive Information may have very serious implications for the Company and for the Executive Director, including,
for the Executive Director, contravention of the Corporations Act or investigation by the Australian Securities and Investments Commission,
possible criminal prosecution and possible civil actions against the Executive Director.
| 19.2 | Termination
if Breach |
The
Executive Director acknowledges that the Company has the right to terminate this Agreement without notice if the Executive Director discloses,
communicates or uses Price Sensitive Information without the prior written consent of the Board except to the extent that the Executive
Director is required by law to disclose, communicate or use it.
The
Executive Director acknowledges that the Executive Director has had an opportunity to obtain legal and financial advice on the terms
of the Agreement prior to signing.
If
any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining
and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance
with their terms.
No
modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of this
Agreement and duly executed by the Parties.
Failure
or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not
affect or impair that provision in any way, or the right of the Company to avail itself of the remedies it may have in respect of any
breach of a provision.
Each
Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively
carry out and give effect to the terms and intentions of this Agreement.
This
Agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties
agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts which hear appeals therefrom.
This
Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes
to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.
This
Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements
with respect thereto.
A
payment or benefit payable to the Executive in accordance with this Agreement is expressed as a gross amount, and the Company must withhold
the amount of Taxes that it is required to deduct to comply with its legal obligations.
All
Duty assessed on or in respect of this Agreement shall be paid by the Company.
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement.
EXECUTED
by the Parties as an agreement.
EXECUTED
for and on behalf of
Braiin
Limited ACN 660 713 093
in
accordance with section 127 of the
Corporations
Act 2001 (Cth): |
)
)
)
) |
|
 |
|
 |
Signature
of director
|
|
Signature
of director/company secretary |
| /s/
Natraj Balasubramanian |
|
/s/
Jay Stephenson |
| Name
of director |
|
Name
of company secretary |
| SIGNED
by Chetan Viswanatha Saligrama in the presence of: |
)
)
) |
|
| /s/
Chetan Viswanatha Saligrama |
|
 |
| Signature
of witness |
|
Signature |
| |
|
|
| /s/
Aran Saligrama |
|
|
| Name
of witness |
|
|
Exhibit
10.12
Braiin
Limited
ACN:
660 713 093
(Company)
and
Rohit
Narendra Jhamb
(Executive
Director)
EXECUTIVE SERVICES AGREEMENT
THIS
AGREEMENT is made the 3rd Day of July 2025
BETWEEN
Braiin
Limited ACN 660 713 093 of 283 Rokeby Road, Subiaco WA 6008 (Company);
AND
Rohit
Narendra Jhamb of Rustomjee Paramount, E1502 Junction of Ram Krishna Mission Road and 18th Road, Khar (West), Mumbai India
400052 (Executive Director).
RECITALS
| A. |
The
Company wishes to confirm the appointment of the Executive Director as an employee. |
| B. |
The
Executive Director has agreed to be appointed by the Company pursuant to the terms and conditions of this Agreement. |
IT
IS AGREED as follows:
| 1. |
DEFINITIONS AND INTERPRETATIONS |
In
this Agreement:
Agreement
means the agreement constituted by this document and includes the recitals.
Board
means the Board of Directors of the Company.
Business
means the business of the Company or any one of its Related Bodies Corporate.
Commencement
Date means the day of execution of this Agreement or such date agreed in writing by the Parties.
Confidential
Information means any trade secret or other confidential information or knowledge relating to the business affairs or financial affairs
of the Company or Related Bodies Corporate including, but not limited to, accounts, projections, plans, proposals, estimates, prospects,
research, management plans, marketing plans, market research information, financing, products, inventions, designs, processes, data bases,
data surveys, member lists, customer lists, contact lists, supplier lists, price lists, records, reports, software (including source
code and object code versions), maps, processes, formulae, methods of production, techniques, charts, tables, specifications, systems,
programs, models, concepts, diagrams, graphs or any other documents, including the Documents, material or other information in any form
concerning the Company, or the operations, business or affairs of its customers and or any Related Bodies Corporate that the Executive
gains access to, whether before, during or after the Employment.
Constitution
means the Constitution of the Company from time to time.
Corporations
Act means the Corporations Act 2001 (Cth).
Documents
includes correspondence, letters and papers of every description, including all copies of and extracts from any of the same.
Duty
means any transfer, transaction or registration duty or similar charge imposed by any governmental authority and includes any interest,
fine, penalty, charge or other amount imposed in respect of any of them.
Employment
means the employment of the Executive under this Agreement.
Fair
Work Act means the Fair Work Act 2009 (Cth).
Gross
Misconduct means the occurrence of any one or more of the following events:
| |
(b) |
the
event referred to in clause 19.2; |
| |
(c) |
neglecting
to properly discharge the Executive’s duties under this Agreement with the direct or indirect effect of causing any serious
damage or serious discredit to the Company’s business or material harm or damage to the Company’s commercial relationship
with a third party; |
| |
(d) |
a
serious or persistent breach of any of the provisions of this Agreement that is, in the reasonable opinion of the Company, incapable
of remedy; |
| |
(e) |
being
charged with an offence precluding or inhibiting the further performance of the Executive’s duties or that may bring the Company
into disrepute; |
| |
(f) |
being
convicted of any criminal offence which brings the Company or any of its Related Bodies Corporate into disrepute; or |
| |
(g) |
being
declared bankrupt or making an arrangement or compromise with creditors. |
Listing
Rules means the listing rules of the Stock Exchanges (as the context requires) which are applicable while the Company is admitted
to the official list of and / or markets operated by the Stock Exchanges, each as amended or replaced from time to time.
Moral
Rights means the right of integrity (that is, the right not to have a work subjected to derogatory treatment), the right of attribution
of authorship, and the right not to have authorship of a work falsely attributed, granted to authors under the Copyright Act 1968
(Cth) or otherwise.
NES
means National Employment Standards under the Fair Work Act.
Price
Sensitive Information means any information which a reasonable person would expect to have a material effect on the price or value
of securities of a body corporate and the expression “material effect on the price or value” will have the meaning given
under section 1042D of the Corporations Act.
Related
Body Corporate has the meaning of any subsidiary.
Stock
Exchanges means the any recognised stock exchange.
Taxes
includes (but is not limited to), income tax, fringe benefits tax (including any goods and services uplift factor that may be applied)
and any other goods and services tax liability that may be incurred.
Total
Employment Cost means the cost to the Company of providing remuneration to the Executive and is inclusive of base salary (exclusive
of superannuation), Taxes and non-cash benefits and any other benefit specifically provided for in this Agreement.
Works
means any and all materials (whether or not in electronic or other form) including, without limitation, literary works, dramatic works,
musical works, artistic works, cinematographic films, sound recordings, television or sound broadcasts, computer software, and a compilation
of any of the aforementioned, prepared, compiled, developed or commissioned in the performance of this Agreement, whether or not in existence
at the commencement of the Employment.
In
this Agreement unless the context otherwise requires:
| |
(a) |
headings
are for convenience only and do not affect its interpretation; |
| |
(b) |
an
obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of
them severally; |
| |
(c) |
the
expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint
venture (whether incorporated or unincorporated), a partnership and a trust; |
| |
(d) |
a
reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person
taking by way of novation; |
| |
(e) |
a
reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; |
| |
(f) |
a
reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory
provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued
under it; |
| |
(g) |
words
importing the singular include the plural (and vice versa) and words indicating a gender include every other gender; |
| |
(h) |
reference
to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or
of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement; |
| |
(i) |
where
a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding
meaning; and |
| |
(j) |
a
reference to $ or dollar is to Australian currency. |
| |
(a) |
The
Company appoints the Executive Director in the position of Chief Business Officer upon and subject to the terms and conditions of
this Agreement. |
| |
(a) |
The
Executive Director commenced employment on the Commencement Date, and the Commencement Date will be used for the purposes of calculating
entitlements. |
| |
(b) |
This
Agreement takes effect on the date it is executed by the Parties and will continue until this Agreement is validly terminated in
accordance with its terms. |
There
is no Probation period.
The
Executive Director will:
The
Executive is appointed as Chief Business Officer of the Company and shall serve in that capacity or in such other capacity as the Board
may reasonably direct from time to time, consistent with the Executive’s experience and expertise.
| |
(b) |
Initial
Responsibilities (Pre-Listing) |
Prior
to the Company listing on a recognised securities exchange (the “Listing”), the Executive’s duties will be limited
to supporting the Company on an as-needed basis, including but not limited to:
(i)
providing strategic input on business development opportunities;
(ii)
contributing to investor and stakeholder engagement initiatives; and
(iii)
participating in board or executive discussions when requested.
It
is acknowledged that upon or shortly following the Listing, the Executive and the Company intend to enter into a revised Executive Services
Agreement which will reflect the expanded role, duties, and responsibilities of the Executive as Chief Business Officer. The revised
agreement will also incorporate an updated remuneration structure appropriate for a listed entity.
| |
(d) |
Good
Faith and Best Interests |
Notwithstanding
the limited duties prior to Listing, the Executive agrees to act in good faith and in the best interests of the Company at all times
and to perform their responsibilities to a professional standard, consistent with their skill and experience. Executive Director not
to accept inducements
The
Executive Director will not accept any payment or other benefit in money or in kind from any person as an inducement or reward for any
act in connection with any matter or business transacted by or on behalf of the Company or its Related Bodies Corporate.
| |
(a) |
Although
the Company’s usual office hours are between 8.30am and 5.00pm Monday to Friday, business is frequently conducted outside these
hours, and the Executive Director agrees to work any reasonable additional hours necessary to properly discharge the Executive’s
duties, or as required by the Company. |
| |
(a) |
The
Executive Director will be based in India. |
| |
(b) |
However,
the Executive Director acknowledges that the Executive Director may be required to travel (even at very short notice), and agrees
to undertake this travel on behalf of the Company. |
| |
(c) |
The
Company will provide the Executive Director with a reasonable level of travel insurance for all travel undertaken in accordance with
this clause. |
| 8.1 |
Executive
Director to receive salary |
a) Subject
to the terms of this Agreement, the Company will pay to the Executive Director for services rendered a salary of AUD$1.00 per year (gross),
on a Total Employment Cost basis (Salary).
(b) The
Executive Director’s Salary will be reviewed every 12 months by the Company’s remuneration committee or, excluding the Executive,
the Board in the event such committee is not established (Review).
(c)
In addition to the annual Review, the Company acknowledges and agrees that a comprehensive review of the Executive Director’s role,
responsibilities, and remuneration will occur prior to the release of any public documentation in connection with the Company’s
proposed listing on a recognised securities exchange, such as Nasdaq. At that time, a new Executive Services Agreement will be entered
into reflecting the expanded scope of the Executive Director’s duties and setting out a market-based compensation package appropriate
to the role in a listed company.
(d) The
Company is under no obligation to increase the Executive Director’s Salary following the annual Review; however, the post-listing
review described in clause 8.1(c) is intended to result in the replacement of this Agreement with an updated arrangement.
(e) The
Executive Director authorises the Company to deduct from his Salary, and to set off against any monies due to him under clause 9 (Expenses)
or otherwise, any sum due to the Company or any Related Body Corporate from him including without limitation any overpayments, loans
or advances made to him by the Company, the cost of repairing any damage or loss to the Company’s property caused by him and any
losses suffered by the Company as a result of any negligence, any breach of this Agreement or breach of duty by him.
The
Company shall endeavour to hold and maintain a directors and officers insurance policy which will be extended to the Executive Director
during the employment. It is noted that at this time, the Company does not have a policy in place.
| 9. |
EXPENSES
and other charges |
On
provision of all documentary evidence reasonably required by the Company, the Company will reimburse the Executive for all reasonable
travelling intra/interstate or overseas, accommodation, mobile telephone and general expenses incurred by the Executive Director in the
performance of all duties in connection with the business of the Company and its Related Bodies Corporate.
The
Executive Director may provide equipment such as a field vehicle and field equipment to the Company which will be charged at agreed day
rates.
| 10. |
EXECUTIVE
Director ‘S ACKNOWLEDGMENTS |
The
Executive Director acknowledges that:
| |
(a) |
Confidential
Information has been and will be acquired by the Company or its Related Bodies Corporate at the Company’s or its Related Body
Corporates’ initiative and expense; and |
| |
(b) |
the
Company and its Related Bodies Corporate have spent and will spend effort and money in establishing and maintaining its customer
base, employee skills and the Confidential Information. |
Accordingly,
it is reasonable that the Executive Director gives the representations and warranties contained in this Agreement and, if the Employment
is terminated, the Executive Director should continue to be subject to the restrictions set out in clauses 11, 12, 13 and 14.
| 11.1 |
Access
to Confidential Information |
The
Executive Director acknowledges that, having regard to the Executive’s Duties with the Company, the Executive Director has or will
have access to Confidential Information and that disclosure of any Confidential Information or knowledge could materially harm the Company.
The
Executive Director acknowledges that:
| |
(a) |
the
Confidential Information is solely and exclusively the property of the Company; |
| |
(b) |
the
Executive Director is subject to obligations in relation to the Confidential Information by reason of this Agreement; |
| |
(c) |
the
Executive Director is subject to obligations in relation to the Confidential Information in equity and under the common law; and |
| |
(d) |
the
Corporations Act, the Listing Rules and/or the Constitution creates certain obligations upon the Executive in respect of use or disclosure
of information. |
| 11.3 |
Not
to divulge Confidential Information |
The
Executive Director agrees that, during and after the term of the Employment, the Executive will not divulge to any person or use any
Confidential Information except:
| |
(a) |
in
the proper course of their Duties; or |
| |
(b) |
as
permitted by the Company, in writing; or |
| |
(a) |
The
Executive Director agrees that during the term of the Employment the Executive Director will use the Executive Director’s best
endeavours to prevent the publication, use or disclosure of any Confidential Information and without limitation, so far is reasonably
practicable, the Executive Director must: |
| |
(i) |
maintain
proper and secure custody of Confidential Information; and |
| |
(ii) |
prevent
the use by third Parties of Confidential Information. |
| |
(b) |
The
Executive Director agrees to require any third party who has been given access or shall be given access to the Confidential Information,
to maintain that information in the strictest confidence and to procure the third party’s agreement to enter into confidentiality
agreements with the Company on terms satisfactory to the Company. |
| 11.5 |
Information already available to the public |
This
clause12 does not apply to information which is freely available to the public, other than as a result of a breach by the Executive Director
of this Agreement.
If
it is uncertain whether:
| |
(a) |
any
information is Confidential Information; or |
| |
(b) |
any
Confidential Information is lawfully freely available to the public; |
the
information is taken to be Confidential Information and it is taken not to be freely available to the public unless the Company informs
the Executive in writing to the contrary.
| 11.7 |
Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason.
| 12. |
CONFIDENTIAL
AGREEMENT |
| 12.1 |
Obligation
not to disclose terms of Agreement |
The
Executive Director acknowledges that the terms of this Agreement are confidential and, accordingly, the Executive Director agrees that,
subject to clause 12.2, the Executive Director must not disclose them to any person at any time during the Employment or thereafter.
| 12.2 |
Circumstances in which disclosure is permitted |
The
Executive Director may disclose the terms of this Agreement to the Executive Director’s bankers or to the Executive Director’s
legal or other advisers in the course of taking advice in relation to those terms or for purposes connected with the enforcement of this
Agreement.
The
Executive Director represents and warrants that the Executive Director will immediately communicate to the Company any and all literary
and other works and subject matter including all works (as those terms are used in the Copyright Act 1968 (Cth)), processes, inventions,
improvements, innovations, modifications, designs, discoveries, trademarks and trade secrets, however embodied, which the Executive Director
may make either alone or in conjunction with others during the course of, in connection with or arising out of the Employment and in
any way connected with any of the matters in which the Company has been or is now or hereafter interested during the Employment (Inventions),
whether or not the Inventions are capable of being protected by copyright, letters patent, registered design or other protection (Protection),
and the Inventions will thereafter be the sole and exclusive property of the Company.
| 13.2 |
Co-operation
in obtaining Protection for Inventions |
| |
(a) |
If
and whenever required to do so whether during or after termination of the Employment, and at the expense of the Company or its nominee,
the Executive will apply or join in applying for letters patent or other similar protection in Australia or in any other part of
the world for an Invention and will immediately deliver to the Company full particulars concerning the Invention and execute all
instruments and do all things necessary for vesting the letters patent or other Protection when obtained, and all right and title
to and interest in same, in the Company or its nominee absolutely and as sole beneficial owner or in such other person as the Board
requires. |
| |
(b) |
The
Executive Director irrevocably appoints the Company to be the Executive’s attorney in the Executive’s name and on the
Executive’s behalf to execute any such instrument or thing and generally to use the Executive’s name for the purpose
of giving to the Company or its nominee the full benefit of the provisions of this clause 14 |
Without
limiting the generality of clause 13.1, the Executive Director represents and warrants that:
| |
(a) |
the
Executive Director will immediately inform the Company of any matter which may come to the Executive Director’s notice during
the Employment which may be of interest or of any importance or use to the Company or its Related Bodies Corporate; |
| |
(b) |
the
Executive Director will immediately communicate to the Company any proposals or suggestions occurring to the Executive Director during
the Employment which may be of service for the furtherance of the business of the Company or its Related Bodies Corporate, whether
or not those proposals or suggestions occurred as a result of work performed by the Executive Director for the Company or otherwise. |
| 13.4 |
Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason for a period of 2 years
| 14.1 |
Representations
by Executive Director |
Subject
to clause 14.8 of this Agreement, the Executive Director represents and warrants that the Executive Director will not without the prior
written consent of the Company as provided in clause 14.7, during the Employment either directly or indirectly in any capacity (including
without limitation as principal, agent, partner, employee, shareholder, unitholder, joint ventures, director, trustee, beneficiary, manager,
consultant or adviser) carry on, advise, provide services to or be engaged, concerned or interested in or associated with any business
or activity which is competitive with any business carried on by the Company or any of its Related Bodies Corporate, or be engaged or
interested in any public or private work or duties which in the reasonable opinion of the Board may hinder or otherwise interfere with
the performance of the Executive of duties under this Agreement.
The
Executive Director for the duration of the Restraint Period must not, without the prior written consent of the Company, either directly
or indirectly be, engaged, interested, or carry on the Restrained Activity in the Restraint Area:
| |
(a) |
either
alone or in partnership or association with another person; |
| |
(b) |
as
principal, agent, representative, director, officer or employee; |
| |
(c) |
as
member, shareholder, debenture holder, noteholder or holder of any other security; or |
| |
(d) |
as
trustee of or as a consultant or adviser to any person. |
In
this clause 15:
| |
(a) |
Restraint
Area means: |
whichever
is the largest geographical period permitted by law; and
| |
(b) |
Restrained
Activity means to: |
| |
(iii) |
solicit,
canvass, induce or encourage any person who was at any time during the six month period ending on the date of termination of the
Employment a director, employee or agent of the Company to leave the employment or agency of the Company; or |
| |
(iv) |
interfere
with the relationship between the Company and its clients, employees or suppliers. |
| |
(c) |
Restraint
Period means: |
after
termination of this Agreement, whichever is the longest period permitted by law.
| 14.4 |
Combination of clauses |
| |
(a) |
Clause
14.2 is construed and has effect as if it were a number of separate sub-paragraphs which result from combining each Restraint Area with
the combination of the Restraint Period and the Restrained Activity. |
| |
(b) |
Each
resulting sub-paragraph has effect as a separate and several prohibition or restriction and is to be enforced accordingly. |
| 14.5 |
Deletion of restrictions |
If
any of the separate resulting sub-paragraphs in clause 14.2 goes beyond what is reasonable in the circumstance and necessary to protect
the legitimate interests of the Company but would be reasonable and necessary if any part of the Restraint Area, Restrained Activity
or Restraint Period were deleted and/or reduced, then the Restraint applies with that part deleted and/or reduced by the minimum amount
necessary to make the Restraint reasonable in the circumstances.
| 14.6 |
Acknowledgment
by Executive |
The
Executive Director acknowledges and agrees that each of the restraints imposed upon the Executive under this clause are fair and reasonable
and are no greater than is reasonably necessary to protect the Company.
| 14.7 |
Consent
of the Company |
For
the purposes of this clause 14, where the prior written consent of the Company is required such consent shall not be given without the
approval of the majority of directors (or casting vote).
Nothing
in this clause 14 prohibits or restricts the Executive Director from holding securities or acting as a director in any company listed
on a recognised stock exchange.
| 14.9 |
Continuing
Obligations |
This
clause survives termination of this Agreement or of the Employment, for whatever reason for a period of 6 months.
| 15.1 |
Termination
by the Company |
The
Company may at its sole discretion terminate the Employment in the following manner:
| |
(a) |
by
giving not less than one (1) month’s written notice and not more than two (2) month’s written notice, if at any time
the Executive Director: |
| |
(i) |
is
or becomes incapacitated by illness or injury of any kind which prevents the Executive Director from performing duties under this
Agreement for a period of three (3) consecutive months of unpaid leave or any periods of unpaid leave aggregating three (3) months
in any twelve (12) months period during the term of the Employment; or |
| |
(ii) |
is
or becomes of unsound mind or under the control of any committee or officer under any law relating to mental health; |
| |
(iii) |
commits
any breach of any of the provisions contained in this Agreement; |
| |
(iv) |
demonstrates
incompetence with regard to the performance of the Executive Director’s duties under this Agreement, or is neglectful of any
duties under this Agreement or otherwise does not perform the duties under this Agreement in a satisfactory manner; |
| |
(v) |
refuses
or neglects to comply with any lawful and reasonable direction or order given to the Executive Director by the Company or; |
| |
(vi) |
commits
any breach of the Company’s policies or procedures. |
| 15.2 |
Summary
termination without notice |
The
Company may at its sole discretion terminate the Employment summarily and without notice if the Executive commits or becomes guilty of
any Gross Misconduct.
| 15.3 |
Payment
in lieu of notice |
The
Company may at its sole discretion dispose with the written notice period that must be given to or by the Executive Director under clauses
16.1 and 16.4 and immediately terminate the Employment by making a payment to the Executive Director equal to the Salary payable for the relevant
period of notice.
| 15.4 |
Termination
by the Executive Director |
The
Executive Director may at its sole discretion terminate the Employment in the following manner:
| |
(a) |
if
at any time the Company commits any serious or persistent breach of any of the provisions contained in this Agreement and the breach
is not remedied within 28 days of receipt of written notice from the Executive to the Company to do so, by giving notice effective
immediately; or |
| |
(b) |
by
giving not less than one (1) month’s written notice and not more than two (2) months’ written notice to the Company. |
| 15.5 |
Executive
Director entitled to payment |
On
termination of the Employment, the Executive Director is entitled to payment in lieu of the annual leave to which the Executive Director
has become entitled during the Employment but which the Executive Director has not taken.
| 15.6 |
Direction
not to attend work |
| |
(a) |
For
all or part of the Executive Director ‘s notice period under clauses 16.1 or 16.4 (or at any time during the Executive Director ‘s
employment), the Company may: |
| |
(i) |
direct
the Executive Director: |
| |
(A) |
not
to attend for work at the Company’s premises; |
| |
(B) |
to
attend for work at a different location; |
| |
(C) |
to
perform no work; or |
| |
(D) |
to
perform designated duties whether or not these duties form part of the Executive’s usual role; |
| |
(ii) |
suspend
the Executive Director from the Employment, with pay, and upon any other terms and conditions as the Company sees fit, for the purpose
of investigating any suspected misconduct (including serious misconduct) in which the Executive may be involved. |
| |
(b) |
The
Executive Director’s obligations under this Agreement continue to apply during the period contemplated under paragraph 16.6(a). |
| 15.7 |
Executive
Director to repay amounts owing |
Subject
to any agreement to the contrary, on termination of the Employment the Executive Director will pay or repay to the Company or its Related
Body Corporate all sums which the Executive Director then owes the Company and its Related Body Corporate, whether those sums are then
due to be paid or not.
| 15.8 |
Not
to prejudice rights |
Termination
of the Employment will not prejudice any rights or remedies already accrued to either party under, or in respect of any breach of, this
Agreement.
| 15.9 |
No
unlawful payments |
To
the extent that the Corporations Act or the Listing Rules prohibit or limit any payment required under this Agreement, the Company shall
not be bound to make such payment.
| 16. |
CONSEQUENCES
OF TERMINATION |
| 16.1 |
Deliver
up all property |
On
termination of the Employment, however occurring, the Executive Director will immediately:
| |
(a) |
deliver
up to the Company all property belonging to the Company or any of its Related Bodies Corporate which is in the Executive Directo’s
possession, including without limiting the foregoing, the Company’s Documents and Confidential Information; and |
| |
(b) |
destroy
all electronically stored information which is the property of the Company and which is stored on property not owned by the Company. |
On
termination of the Employment, however occurring, the Executive at the request of the Board will resign without claim for compensation
from any office (including that of director) held by the Executive Director in the Company or in any Related Body Corporate of the Company.
If the Executive Director fails to do so, the Company is irrevocably authorised to appoint another person in the Executive’s name
and on the Executive’s behalf to execute all documents and to do all things requisite to give effect thereto.
After
termination of the Employment, however occurring, the Executive Director will not represent being in any way connected with or interested
in the business of the Company or any of its Related Bodies Corporate.
| 17. |
DELEGATION
AND ASSIGNMENT |
This
Agreement is personal to the parties and:
| |
(a) |
the
Executive Director will not delegate the performance of the duties set out in this Agreement to any employee or agent of the Company
without the prior written consent of the Board or any nominee of the Board; and |
| |
(b) |
this
Agreement will not be assigned by either party without the prior written consent of the other party. |
| 18. |
policies
and procedures |
The
Executive Director agrees to abide by the terms of any and all of the Company’s policies and procedures as may be implemented,
amended and varied by the Company at its discretion from time to time.
| 18.2 |
Policies
and procedures |
The
Company’s policies and procedures operate independently of this Agreement and are not incorporated into this Agreement.
| 19. |
PRICE
SENSITIVE INFORMATION |
The
Executive Director acknowledges that in the course of carrying out the services pursuant to this Agreement they may receive Confidential
Information including Price Sensitive Information affecting the Company and clients of the Business. Any disclosure, communication, use
or misuse of Price Sensitive Information may have very serious implications for the Company and for the Executive Director, including,
for the Executive Director, contravention of the Corporations Act or investigation by the Australian Securities and Investments Commission,
possible criminal prosecution and possible civil actions against the Executive Director.
| 19.2 |
Termination
if Breach |
The
Executive Director acknowledges that the Company has the right to terminate this Agreement without notice if the Executive Director discloses,
communicates or uses Price Sensitive Information without the prior written consent of the Board except to the extent that the Executive
Director is required by law to disclose, communicate or use it.
The
Executive Director acknowledges that the Executive Director has had an opportunity to obtain legal and financial advice on the terms
of the Agreement prior to signing.
If
any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining
and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance
with their terms.
No
modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of this
Agreement and duly executed by the Parties.
Failure
or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not
affect or impair that provision in any way, or the right of the Company to avail itself of the remedies it may have in respect of any
breach of a provision.
Each
Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively
carry out and give effect to the terms and intentions of this Agreement.
This
Agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties
agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts which hear appeals therefrom.
This
Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes
to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.
This
Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements
with respect thereto.
A
payment or benefit payable to the Executive in accordance with this Agreement is expressed as a gross amount, and the Company must withhold
the amount of Taxes that it is required to deduct to comply with its legal obligations.
All
Duty assessed on or in respect of this Agreement shall be paid by the Company.
Each
Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Agreement.
EXECUTED
by the Parties as an agreement.
EXECUTED
for and on behalf of
Braiin
Limited ACN 660 713 093
in
accordance with section 127 of the
Corporations
Act 2001 (Cth): |
)
)
)
) |
|
| |
|
|
 |
|
 |
Signature
of director
|
|
Signature
of director/company secretary |
| |
|
|
| /s/ Natraj Balasubramanian |
|
/s/ Jay Stephenson |
| Name
of director |
|
Name
of company secretary |
| SIGNED
by Rohit Narendra Jhamb in the presence of: |
)
)
) |
 |
| |
|
|
| /s/ Rohit
Narendra Jhamb |
|
|
| Signature
of witness |
|
Signature |
| |
|
|
| /s/ Neelam
Narendra Jhamb |
|
|
| Name
of witness |
|
|
Exhibit 10.13
Exhibit 10.14
Exhibit 21.1
| Name
of Subsidiary |
|
Jurisdiction
of Incorporation |
| |
|
|
| Connect
Simple Pty Ltd |
|
Australia |
| |
|
|
| Vega
Global Technologies Ltd |
|
Australia |
| |
|
|
| Braiin
LLC |
|
Delaware,
USA |
| |
|
|
| Raptor300
Inc. |
|
Delaware,
USA |
| |
|
|
| Raptor300
Pvt. Ltd. |
|
Sri
Lanka |
| |
|
|
| VIS
Networks Pvt. Ltd. |
|
India |
| |
|
|
| Nisus
Australia Pty Ltd |
|
Australia |
| |
|
|
| Nisus
Payroll Pty Ltd |
|
Australia |
| |
|
|
| Mirragin
Consulting Pty Ltd |
|
Australia |
Exhibit
23.2
|
Tel: +61 2 9251 4100
Fax: +61
2 9240 9821
www.bdo.com.au |
Parkline
Place
Level 25,
252 Pitt Street
Sydney NSW
2000
Australia |
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Braiin
Limited
Subiaco
WA 6008
We
hereby consent to the use in the Prospectus constituting a part of this Registration Statement, as amended, of our report dated September
26, 2025, except for the effects of the stock split discussed in Note 2 and Note 22 to the consolidated financial statements, as to which
the date is November 10, 2025 and equity placement discussed in Note 22 of the financial statements, as to which the date is January
12, 2026 relating to the consolidated financial statements of Braiin Limited, which is contained in that Prospectus.
We
also consent to the reference to us under the heading “Experts” in the Prospectus.
| /s/ BDO Audit
Pty Ltd |
|
| BDO Audit Pty Ltd |
|
| Sydney, Australia |
|
| January 12, 2026 |
|
BDO
Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Exhibit 23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 19, 2025, with respect to the financial statements of Nisus Australia Pty Limited contained in
this Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form F-1,
and to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit 23.4
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 22, 2025, with respect to the financial statements of Connect Simple Pty Limited contained in
this Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form F-1,
and to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit 23.5
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 19, 2025, with respect to the financial statements of Nisus Payroll Pty Limited contained in this
Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form F-1, and
to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit 23.6
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 22, 2025, with respect to the financial statements of VIS Networks Private Limited contained in
this Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form F-1,
and to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit 23.7
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 19, 2025, with respect to the financial statements of Mirragin RAS Consulting Pty Limited contained
in this Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form
F-1, and to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit 23.8
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated September 19, 2025, with respect to the financial statements of Vega Global Technologies Pty Limited contained
in this Registration Statement on Form F-1. We consent to the use of the aforementioned report in this Registration Statement on Form
F-1, and to the use of our name as it appears under the caption “Experts.”
AICPA
Membership No. 402307223
Bella
Vista, NSW
January
12, 2026
Exhibit
99.1
CONSENT
TO BE NAMED AS DIRECTOR
In
connection with the Registration Statement on Form F-1 (including any and all amendments, including post-effective amendments, or supplements
thereto, the “Registration Statement”) of Braiin Limited (the “Company”), the undersigned hereby consents to
being named and described in the Registration Statement filed with the U.S. Securities and Exchange Commission as a person to become
a director of the Company, with such appointment to become effective upon the effective date of the Registration Statement, and to the
filing or attachment of this Consent with such Registration Statement.
IN
WITNESS WHEREOF, the undersigned has executed this Consent as of the ninth day of January, 2026.
| By: |
/s/
Usha Murphy |
|
| |
Usha
Murphy |
|
Exhibit
99.2
CONSENT
TO BE NAMED AS DIRECTOR
In
connection with the Registration Statement on Form F-1 (including any and all amendments, including post-effective amendments, or supplements
thereto, the “Registration Statement”) of Braiin Limited (the “Company”), the undersigned hereby consents to
being named and described in the Registration Statement filed with the U.S. Securities and Exchange Commission as a person to become
a director of the Company, with such appointment to become effective upon the effective date of the Registration Statement, and to the
filing or attachment of this Consent with such Registration Statement.
IN
WITNESS WHEREOF, the undersigned has executed this Consent as of the 10th day of January, 2026.
| By: |
/s/ Ragur
Kuppuswamy Padmanabhan |
|
| |
Ragur
Kuppuswamy Padmanabhan |
|
Exhibit
99.3
CONSENT
TO BE NAMED AS DIRECTOR
In
connection with the Registration Statement on Form F-1 (including any and all amendments, including post-effective amendments, or supplements
thereto, the “Registration Statement”) of Braiin Limited (the “Company”), the undersigned hereby consents to
being named and described in the Registration Statement filed with the U.S. Securities and Exchange Commission as a person to become
a director of the Company, with such appointment to become effective upon the effective date of the Registration Statement, and to the
filing or attachment of this Consent with such Registration Statement.
IN
WITNESS WHEREOF, the undersigned has executed this Consent as of the ninth day of January, 2026.
| By: |
/s/
Stephen Christopher Buehler |
|
| |
Stephen
Christopher Buehler |
|
