TSL.L Regulatory News (TSL)

15 September 2022

ThinkSmart Limited

("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")

Final results for the year ended 30 June 2022

ThinkSmart Limited (AIM: TSL), the specialist digital payments business with a shareholding of 618,750 shares in NYSE listed Block, Inc (NYSE: SQ) ("Block"), today announces its results for the year ended 30 June 2022 (the "year" or "FY22").

Financial highlights:

Value creation from initial 10% equity shareholding in Clearpay Finance Ltd ("Clearpay") through to holding of 618,750 shares in Block

Block trading performance for the second quarter to 30 June 2022

Figures are as announced to the market by Block on 4 August 2022 in its Q2 2022 Results and the following is extracted from that announcement. All currency figures are in US dollars unless otherwise stated. ThinkSmart owns 618,750 shares in Block. Therefore, ThinkSmart places emphasis on the public market disclosures, financial results, share price, and general overall operational performance of Block. 

Operational highlights:

Continued managed wind down of legacy operations generated positive cash flow

Post period end highlights:

ThinkSmart entered into a scheme implementation deed (the "Scheme") on 29 July 2022

· The Scheme, which has been unanimously recommended by the Independent Board Committee ("IBC") of ThinkSmart, will address the discount that ThinkSmart's share price has traded relative to the value of its shareholding in Block

· ThinkSmart shareholders will receive cash consideration equal to the proceeds realised from the post-Scheme implementation sale on the NYSE of the Block shares, paid to shareholders following the Scheme implementation, anticipated to be during November 2022

· Whilst this will result in ThinkSmart selling certain of its shareholding in Block in order to satisfy the payment of the Scheme consideration, ThinkSmart shareholders can choose to purchase shares in Block on-market thereby enabling them to have a direct exposure to Block shares rather than an indirect exposure through a shareholding in ThinkSmart

· Shareholders in ThinkSmart will be able to continue to trade ThinkSmart shares on the London Stock Exchange up until the Scheme is implemented

· The IBC believes that the value within ThinkSmart today is its shareholding in Block. Thus, the benefits of maintaining a listing on AIM, such as accessing equity capital markets, are no longer relevant

Commenting on the results, Ned Montarello, Executive Chairman of ThinkSmart, said:

"ThinkSmart has created significant shareholder value, resulting in a cumulative profit of over £40 million to 30 June 2022, through a series of transactions that have ultimately led to the Group owning shares in Block. At the same time, the Board has continued to deliver capital to shareholders and, during the year, completed a special dividend and capital return of c. £3 million, which was shortly followed by an additional return of c. £2.5m post year end.

From an operational perspective, we will continue to service our existing customer base during the orderly wind-down of our legacy leasing business. However, the Board believes that the costs of maintaining ThinkSmart as a listed entity until completion of the wind down would likely exceed the cash generated from the wind down of its business operations."

For further information please contact:

(1) Source: www.finance.yahoo.com/quote/SQ/history?p=SQ

(2) A proportion of the 10% retained shareholding (up to 3.5% of the total share capital of Clearpay) was to be made available to employees of Clearpay under an employee share ownership plan.

Notes to Editors

About ThinkSmart Limited

ThinkSmart's roots are as a specialist digital payments platform business. Following the sale of its remaining 10% shareholding in Clearpay in January 2022, the Group now holds shares in NYSE listed Block, Inc (NYSE: SQ). The Group also provides an outsourced call centre customer service and support service to Clearpay and is managing the wind-down of its leasing business.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

Chairman's Statement

Clearpay shareholding exchanged for 618,750 shares in Block

The year to 30 June 2022 was a challenging time for the market valuations of global technology stocks, depressing the share price of both Afterpay and Block. This coincided with a change of control in Afterpay following the takeover by Block, which completed on 1 February 2022, in turn enabling Block to choose to effect the early exercise of Afterpay's call option to acquire ThinkSmart's remaining minority shareholding in Clearpay at a price calculated on agreed principles based on market valuations at the time of exercise.

Given the depressed valuation of Afterpay and continued market volatility, the Board was keen to retain its ability to negotiate the disposal of its 10% stake in Clearpay ahead of the Block takeover of Afterpay completing, from when the Board would have had no power to negotiate the value of the 10% shareholding in Clearpay as the value of the 10% holding would have been determined by the pre-agreed, and therefore non-negotiable, principles as set out in the put and call option in the August 2018 Clearpay sale & purchase agreement with Afterpay. Therefore, following an approach by Afterpay, we proactively engaged in negotiations and agreed to dispose of our remaining holding in Clearpay in exchange for 1,650,000 shares in Afterpay, which were valued at £78.1 million based on the Block closing share price on 17 December 2021 of US$167.06, and the agreed ratio of 0.375 Block shares for every Afterpay share (and using 1.3239 USD:1 GBP). 

The Directors believe that this represented a compelling outcome, particularly in the circumstances of a volatile market, and this ongoing volatility has certainly proved to be the case given the ongoing market nervousness driven by the unstable macro-economic environment and resultant reduction in valuations of many technology stocks including Block, where its share price has fallen from a peak of US$282. ThinkSmart's shareholders approved the disposal on 14 January 2022. Subsequent to this, on 1 February 2022 and following the completion of the Block takeover of Afterpay, the 1,650,000 Afterpay shares were exchanged for 618,750 shares in Block.

The Board has consistently sought to return capital to shareholders where appropriate and is mindful of maintaining a prudent level of cash reserves in the business. In line with this, the business paid a special dividend and capital return of A$5.6 million (5.2 cents per share), equivalent to £3.0 million (2.8 pence per share), in December 2021. Subsequent to the year end, on 15 July 2022 the business paid a further special dividend and capital return of A$4.4 million (4.1398 cents per share), equivalent to £2.5 million, reducing the Group's cash to approximately £3 million.

Operating Business Performance

The Board is also focused on ThinkSmart's legacy retail consumer and business finance offerings, which have been in managed wind-down, together with providing the outsourced call centre customer support service for Clearpay. As previously reported, the Group ceased writing any new business in February 2021 in its legacy retail consumer and business finance offerings, and is managing the wind-down by adjusting the cost base accordingly.

As such, leasing volumes were nil (FY 2021: £0.5 million) in the year and revenues were consequently 20% lower at £3.5 million (FY 2021: £4.3 million), including £0.8 million (FY 2021: £0.9 million) of revenue from the provision of the outsourced call centre customer support service for Clearpay, reflecting the wind down of the legacy leasing business.

The Group will continue to service its existing customer base ensuring the fair treatment of customers during the orderly winding down of its legacy leasing business and will continue to manage its costs accordingly.

As announced on 3 February 2022, the Group terminated its Operating Agreement with STB Leasing Ltd ("STB") and purchased the portfolio of leases, funded under the Operating Agreement, from STB for £1.2m. In return STB refunded the £2m Credit Support Balance deposit which has resulted in a net £0.8m increase in the Group's cash in February 2022.

The lease portfolio purchased has a minimum term gross receivable balance of £1.25m and an average term outstanding of 10 months. ThinkSmart will continue to be entitled to all rental income and revenue from sales of leased equipment following the end of the initial term of the leases, and is managing its cost base accordingly.

The Group now services predominantly small business customers and therefore its future revenue may be adversely impacted should the UK economy, as expected, go into a recession. However, as at 30 June 2022, lease receivables under management have reduced to £1.0m million, spread across approximately 3,500 active customer contracts, which should help to mitigate any such impact.

Operating costs, including costs relating to the provision of the outsourced call centre customer support service for Clearpay, decreased further to £2.7 million (FY 2021: £3.4 million) over the year and remain controlled, aligned to the volume performance of the business.

Group Financial Position

At 30 June 2022 the Group had net assets of £37.0 million (FY 2021: £134.5 million) including the accrued £0.4 million special dividend paid on 15 July 2022 but excluding the £2.1 million capital return paid on 15 July 2022. The net asset position, adjusted for the July 2022 £2.1 million capital return, which equated to £34.9 million with £31.3 million of this being attributable to the market value of the Block shares.

The Group held cash and cash equivalents of £5.5 million at 30 June 2022 (£7.1m at 30 June 2021), after the £3.0 million payment of the special dividend/capital return in December 2021 but before the £2.5 million special dividend/capital return paid on 15 July 2022 which reduced cash to approximately £3 million. It is expected that the costs of maintaining ThinkSmart as a listed entity until completion of the wind down would likely exceed the cash generated from the wind down of its business operations.

Current Trading Update and Binding Scheme Implementation Deed with Tuscan Equity Pty Ltd

ThinkSmart anticipates its cash reserves will reduce going forwards as the costs of maintaining ThinkSmart as a listed entity until completion of the wind down of its operations would likely exceed the cash generated from the wind down of its business operations. Accordingly, the Directors believe that the future performance of ThinkSmart will be predominantly determined by the movement in the market value of the Company's shareholding in Block.

On 29 July 2022 ThinkSmart announced that it has entered into a binding Scheme Implementation Deed with Tuscan Equity Pty Ltd ("Bidco") under which Bidco would acquire the entire issued share capital of ThinkSmart pursuant to a scheme of arrangement under the Australian Corporations Act 2001 (Cth) ("the Scheme").

Tuscan Equity is a company limited by shares that was incorporated in Australia for the purposes of the Scheme and is wholly owned and controlled by Ned Montarello, ThinkSmart's Executive Chairman, CEO, founder and current 29.4% shareholder (29.94% on a fully diluted basis including all vested but currently unexercised share options). As such, an Independent Board Committee ("IBC"), comprising all of the directors of ThinkSmart other than Mr Montarello, was established to consider the proposal for the Scheme on behalf of ThinkSmart.

Under the Scheme, Tuscan Equity will acquire 100% of ThinkSmart's issued shares, including the shares owned and/or controlled by Mr Montarello. In exchange, ThinkSmart shareholders, other than Mr Montarello and entities he controls ("ThinkSmart Independent Shareholders"), will be entitled to receive cash consideration equal to the proceeds realised from the post-Scheme implementation sale on the New York Stock Exchange ("NYSE") of the proportion of the 618,750 shares in Block Inc ("Block") held by ThinkSmart attributable to their shareholding in ThinkSmart (net of their proportion of sale fees, which are expected to be approximately 0.5% of the gross proceeds from the sale of the Block shares held by ThinkSmart and after conversion into Pounds Sterling or Australian dollars (as applicable)).

Under the Scheme, Tuscan Equity will also acquire all of the ThinkSmart shares held by Mr Montarello and entities he controls in exchange for shares in Tuscan Equity, or if Mr Montarello so elects, part or all of Mr Montarello's shares in ThinkSmart may be acquired by Tuscan Equity for cash consideration, in which case he will receive the same cash consideration as the ThinkSmart Independent Shareholders funded by a proportionate increase in the number of Block shares that will be sold by ThinkSmart post-Scheme implementation.

The cash consideration to be paid under the Scheme will be determined shortly following implementation of the Scheme when the relevant number of Block shares owned by ThinkSmart are sold on the NYSE. The number of Block shares sold will be that percentage of ThinkSmart's 618,750 Block shares that is equal to the percentage of shares in ThinkSmart held by ThinkSmart Independent Shareholders together with any shares Mr Montarello elects to sell to Tuscan Equity for cash consideration, rounded to the nearest whole number of Block shares.

The actual cash consideration received by ThinkSmart Independent Shareholders for their ThinkSmart shares (and Mr Montarello for any ThinkSmart shares he owns or controls and which he elects to sell to Tuscan Equity for cash consideration) will be determined based on the actual sale price achieved for the relevant number of Block shares sold by ThinkSmart on the day they are sold (net of sale fees and after currency conversion) and will therefore not be known until after the Scheme has been implemented. By way of example, the Block closing share price on the NYSE on 21 July 2022 was US$74.76. If the Block shares were sold for US$74.76 per share and the sale fees equated to 0.5% of the proceeds, ThinkSmart shareholders who receive the Scheme consideration in Pounds Sterling (being holders of depositary interests and holders of ThinkSmart shares who elect to receive Pounds Sterling) would receive approximately 36.01 pence per ThinkSmart share (assuming 1.1992 USD: 1 GBP). This compares to the ThinkSmart closing share price on AIM on 21 July 2022 of 25.00 pence and would represent a 44.0% premium to that closing price of ThinkSmart shares.

Holders of ThinkSmart Depositary Interests will be paid the Scheme consideration in Pounds Sterling, while holders of ThinkSmart shares who do not hold via Depositary Interests will receive the Scheme consideration in Australian dollars but can make an election to receive Pounds Sterling.

Holders of the 1,679,532 ThinkSmart employee share options, which include Mr Montarello, Mr Halton and another member of ThinkSmart's executive team, will be able to exercise their options prior to the Scheme taking effect (these options all being currently vested and free of any conditions to their exercise). Any shares issued on exercise of share options will also be acquired by Tuscan Equity under the Scheme.

Following implementation of the Scheme, ThinkSmart will be controlled by Mr Montarello and will be delisted by cancellation of its admission to trading on the AIM Market. Following the subsequent payment of the Scheme consideration by Tuscan Equity to satisfy its obligations under the Scheme, Tuscan Equity, via its 100 % ownership of ThinkSmart, will hold the remainder of the Block shares that are not sold, as well as ThinkSmart's remaining business operations which comprise ThinkSmart's legacy leasing business, which is undergoing a managed wind down, and the provision of an outsourced call centre customer support service to support the Clearpay business that was previously owned by ThinkSmart.

The implementation of the Scheme is subject to shareholder, regulatory and Court approval and the IBC unanimously recommends that ThinkSmart shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of ThinkSmart shareholders. Further details about the Scheme will be contained in a Scheme Booklet that will be sent to shareholders in due course.

Key Performance Indicators:

The following results have been extracted from the audited financial statements

Consolidated Statement of Profit & Loss and Other Comprehensive Income

For the Financial Year Ended 30 June 2022

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

As at 30 June 2022

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

For the Financial Year Ended 30 June 2022

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the Financial Year Ended 30 June 2022

The attached notes form an integral part of these consolidated financial statements.

Notes to the Consolidated Financial Statements

1. General Information

ThinkSmart Limited (the "Company" or "ThinkSmart") is a limited liability company incorporated in Australia. The consolidated financial statements of the Company comprise the Company and its subsidiaries (the "Group"). The Group is a for profit entity and its principal activity during the year was the provision of lease and rental financing services in the UK and the holding of a financial asset. The address of the Company's registered office is Suite 5, 531 Hay Street Subiaco, WA 6008, Australia and further information can be found at www.thinksmartworld.com.

2. Basis of Preparation

(a) Statement of compliance

The Company is listed on the Alternative Investment Market ("AIM"), a sub-market of the London Stock Exchange. The financial information has been prepared in accordance with the AIM Rules for Companies and in accordance with this basis of preparation, including the significant accounting policies set out below.

The consolidated financial statements are general purpose financial statements which have been prepared and approved by the Directors in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB) as well as International Financial Reporting Standards as adopted by the UK (''Adopted IFRSs''). The consolidated financial statements were authorised for issue by the Board of Directors on 14 September 2022.

(b) Basis of measurement

The financial report has been prepared on the basis of historical cost, except for financial instruments measured at fair value. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in British Pounds ("GBP") unless otherwise noted.

(c) Functional and presentation currency

These consolidated financial statements are presented in British Pounds, which is the Company's functional currency. The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors' Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the consolidated financial statements and Directors' report have been rounded off to the nearest thousand pounds, unless otherwise stated.

(d) Going Concern

The consolidated financial statements are prepared on a going concern basis, as the Directors are satisfied that the Group has the resources to continue in business for the foreseeable future (which has been taken as 12 months from the date of approval of these consolidated financial statements). In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including the current state of the statement of financial position, future projections of profitability, cash flows and resources and the longer term strategy of the business. The Directors have assessed the impact of COVID-19 and the economic uncertainty associated with the conflict in Ukraine on the current and forecast position of the Group. As the Group has only been minimally impacted the Directors are satisfied that the Group has more than adequate resources to meet its liabilities as they fall due even when stressed to reasonable worst case scenarios.

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

(a) Basis of consolidation

(i) Subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit and loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

(ii) Transactions eliminated on consolidation

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those applied by other members of the Group. All intra-group balances, transactions, income and expenses are eliminated in full on consolidation.

(b) Business combinations

For every business combination, the Group identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

(c) Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: 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 recognises 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.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a contract liability.

Some forms of revenue fall outside the scope of AASB 15 - Revenue from Contracts with Customers, of relevance to ThinkSmart this includes revenue under AASB 16 Leases and AASB 9 Financial Instruments.

Up to 31 January 2022 financing for lease products was obtained by the Group from third party funding partners. Depending on the nature of the agreements with those funders, these contracts resulted in the Group acting as a lessor or as the agent of the funder (who is then the lessor). Following the termination of the Operating Agreement with STB on 31 January 2022 the Group acts as a lessor in respect of the remaining portfolio of leases.

Where the Group is acting as the lessor it follows the treatment outlined in AASB 16. In accordance with AASB 16 nearly all the contracts are considered to be finance leases and the only source of revenue is Finance Lease Income. This Finance Lease Income is recognised on the effective interest rate method at the constant rate of return. This method amortises the lease asset over its economic life down to the estimate of any unguaranteed residual value that is expected to be accrued to the Group at the end of the lease.

Where the Group was acting as agent prior to the purchase of the STB lease portfolio on 31 January 2022, and where the Group continues to service leases acquired under the operating agreement, it receives the following revenue streams:

Commission income

This includes the upfront cash transaction fee receivable from the funder together with the non-cash consideration between the funder and the end customer (for the contract or inertia asset) which is allocated under AASB 15 between the inception/brokerage of the lease arrangement, a financial guarantee contract premium over the lease term, a contract liability reflecting the reversal constraint for the potential refund of the transaction fee, and the non-cash consideration contract asset accruing over the lease term.

Extended rental income

Once the contract between the funder and the end customer expires the asset becomes the property of the Group and any extended rental income is payable to the Group, being recognised when receivable.

Income earned from sale of inertia assets

At the end of the extended rental period any proceeds on disposal of the asset are recognised at the point of disposal.

Services revenue - insurance

Lease customers of hire agreements originated by the Group are required to have suitable insurance in respect of the leased equipment. If these customers do not make independent insurance arrangements the Group arranges insurance and collects the premiums on their behalf, receiving a commission from the insurer for doing so.

Outsourced services

The Group generates revenue through the provision of outsourced services. The Group is a B2B provider of call centre customer services. The provision of call centre services comprise the whole and single contractual obligation and all revenue is recognised at the same time as this is fulfilled. There is no variable income attached to the services provided and all costs are expensed as incurred.

(d) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with an original maturity of less than 3 months. Cash equivalents are short-term, highly liquid investments that are readily converted to known amounts of cash which are subject to an insignificant risk of change in value. Restricted cash comprises amounts held in trust in relation to dividends paid on employee loan funded shares.

(e) Plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is recognised net within other income/other expenses in profit or loss.

Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of the asset, that component is depreciated separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. The following estimated useful lives are used in the calculation of depreciation:

· Office furniture, fittings, equipment and computers 3 to 5 years

· Leasehold improvements the lease term

Depreciation methods, useful lives and residual values are reviewed at each reporting date. If on review the remaining useful life of any asset is found to be shorter than its useful life at recognition then the depreciation schedule is accelerated to reflect the shorter remaining useful life with any adjustment charged to depreciation cost.

(f) Customer acquisition costs

Customer acquisition costs are capitalised as an asset where such costs are incremental to obtaining a contract between the funder and the end customer, for which the Group receives commission under the funder contract, and are expected to be recovered. Customer acquisition costs are amortised on a straight-line basis over the term of the contract.

Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained or which are not otherwise recoverable from a customer are expensed as incurred to profit or loss. Incremental costs of obtaining a contract where the contract term is less than one year is immediately expensed to profit or loss.

(g) Trade and other payables

Trade payables are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services and measured at fair value.

(h) Financial instruments

The financial instruments held by the Group are the financial assets and financial liabilities reflected in the statement of financial position. As at 30 June 2022 the financial instruments held by the Group comprised the holding of 618,750 shares in Block Inc ("Block"). Other assets and liabilities held by the Group excluded from financial instruments include lease contracts which are accounted for under AASB 16, property, plant and equipment, intangible assets, prepayments, provisions, tax liabilities and investments in subsidiaries.

(i) Non-derivative financial assets

The Group classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss on the basis of both:

· The Group's business model for managing the financial assets; and

· The contractual cash flow characteristics of the financial asset.

The Group measures a financial asset at fair value through profit or loss unless it is measured at amortised cost or fair value through other comprehensive income having met the criteria specified in AASB 9 - Financial Instruments in respect of business model and cash flows that are solely payments of principal and interest.

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset or, where appropriate, a shorter period.

Insurance prepayment

In relation to business customers who do not already have insurance, a policy is set up through a third party insurance provider. The Group pays for the insurance cover upfront and also recognises its income upfront which creates an insurance prepayment on the statement of financial position. The Group subsequently collects the insurance premium from the customer on a monthly basis over the life of the rental agreement, which reduces the prepayment. Where a policy is cancelled, the unexpired premiums are refunded to the Group.

Other financial assets

Other financial assets are initially valued at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which assets are held and the contractual cash flow characteristics of the financial asset.

(ii) Non-derivative financial liabilities

The Group initially recognises financial liabilities on the date they are originated. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

Transaction costs consist of legal and other costs that are incurred in connection with the borrowing of funds. These costs are capitalised and then amortised over the life of the loan.

Financial guarantee contracts

Financial guarantees issued by the Group are recognised as financial liabilities at the date the guarantee is issued. Liabilities arising from financial guarantee contracts, are initially recognised at fair value and subsequently at the higher of the amount of expected credit losses determined under AASB 9 and the amount initially recognised less cumulative amortisation.

The fair value of the financial guarantee is determined by way of calculating the present value of the difference in net cash flows between the contractual payments under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligation. Any increase in the liability relating to financial guarantees is recognised. Any liability remaining is derecognised in profit or loss when the guarantee is discharged, cancelled or expires.

(iii) Impairment of assets

Financial assets, including finance lease receivables and loan receivables

The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through profit or loss. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For lease receivables the Group applies the simplified approach as such the loss allowance is based on the asset's lifetime expected credit losses.

For financial assets measured at fair value through other comprehensive income, gains or losses are recognised in other comprehensive income, except for impairment gains of losses and foreign exchange gains or losses, until the asset is derecognised or reclassified. In all other cases, the loss allowance in excess of amounts previously recognised is recognised in profit or loss.

Non-financial assets

The carrying amounts of the Group's non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Group of assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of the other assets in the unit (Group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in the prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(i) Intangible assets

Intellectual property

Intellectual property is recorded at the cost of acquisition and is amortised on a straight line basis over 20 years.

Software development

Software development costs are capitalised only up to the point when the software has been tested and is ready for use in the manner intended by management. Software development expenditure is capitalised only if the development costs can be measured reliably, the product process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. The intangible asset is amortised on a straight line basis over its estimated useful life, which is between 3 and 5 years. Capitalised software development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(j) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries and annual leave when it is probable that settlement will be required and they are capable of being measured reliably.

The Group pays defined contributions for post-employment benefit into a separate entity. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the period during which services are rendered by employees. Termination benefits are recognised as an expense when the Group is committed, it is probable that settlement will be required, and they are capable of being reliably measured.

Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(k) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

(l) Income tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax payable for current and prior periods is recognised as a liability to the extent that it is unpaid. Carried forward tax recoverable on tax losses is recognised as a deferred tax asset where it is probable that future taxable profit will be available to offset in future periods. 

Deferred tax

Deferred tax is accounted for using the balance sheet method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and joint ventures except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Consolidated Entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the year

Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess purchase consideration.

(m) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (VAT/GST) except:

(i) where the amount of VAT/GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; and

(ii) receivables and payables which are recognised inclusive of VAT/GST.

The net amount of VAT/GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the statement of cash flows on a gross basis. The VAT/GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(n) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured at historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are presented in profit or loss on a net basis, except for differences arising on the retranslation of a financial liability designated as a hedge of the net investment in a foreign operation that is effective, which are recognised in other comprehensive income.

(o) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(p) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligations. Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the time value of money and the risks specific to the liability.

(q) Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the highest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

Note 10 - financial assets at fair value through profit or loss;

Note 19(b) - share based payment transactions; and

Note 24(b) - financial instruments.

(r) Government Grants

In the current year the Group has applied for and received government support through the UK government Coronavirus Job Retention Scheme (CJRS). The Group recognises government grants only where it is reasonably certain that the Group will comply with the conditions attached to the grant and it is reasonably likely that the grant will be received. The CJRS is designed to compensate for staff costs so the Group recognises grant funding in the period necessary to match it with the corresponding staff costs. A grant receivable as compensation for expenses already incurred is recognised when it becomes receivable. The Group presents the relevant expenses net of any grant income received (note 6(e)).

(s) Leases where the Group acts as lessee

The Group recognises assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. On entering a lease contract the Group recognises a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. The right of use asset is measured as being equal to the value of the lease liability at the inception of the lease, plus the initial direct costs incurred and the estimated costs for restoring the property to its original condition. Depreciation on the right of use asset is charged on a straight-line basis over the ten year period of the lease.

The lease liability in respect of the lease payments due to the lessor is measured at each reporting date as the present value of all future lease payments due. As the interest rate implicit in the lease is not readily determinable the discount rate of 9.14% used is the Group's incremental borrowing rate being the STB cost of funds using an estimated 10 year interest rate swap at February 2013. The only lease held by the Group which is relevant to AASB 16 is for its office space at Oakland House, Manchester.

(t) New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Australian Accounting Standards that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations have been adopted in the annual financial statements for the year ended 30 June 2022, but have not had a material effect on the Group:

Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to AASB 9, AASB 139, AASB 7, AASB 4 and AASB 16)

These amendments to various AASB standards are mandatorily effective for reporting periods beginning on or after 1 January 2021. As the Group has no loans whose contractual terms are affected by interest benchmark reform there was no impact on the Group from the adoption of these amendments.

(u) Accounting policies available for early adoption not yet adopted

A number of new and revised standards issued by the AASB have not yet come into effect. Below are those which are effective in future accounting periods that the group has decided not to adopt early.

The following amendments are effective for accounting periods beginning on or after 1 January 2022:

· Onerous Contracts - Cost of Fulfilling a Contract (Amendments to AASB 137);

· Property, Plant and Equipment: Proceeds before Intended Use (Amendments to AASB 116);

· Insurance Contracts - In June 2020, the AASB issued amendments to AASB 17, including a deferral of its effective date to 1 January 2023;

· Annual Improvements to IFRS Standards 2018-2020 (Amendments to AASB 1, AASB 9, AASB 16 and AASB 141); and

· References to Conceptual Framework (Amendments to AASB 3).

In January 2020, the AASB issued amendments to AASB 101, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that 'settlement' includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments were originally effective for annual reporting periods beginning on or after 1 January 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after 1 January 2023.

4. Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results.

The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Revenue from contracts with customers

When recognising revenue in relation to the provision of services to customers, the key performance obligation of the consolidated entity is considered to be the point of delivery of the service to the customer, as this is deemed to be the time that the customer obtains the benefits and control of the service.

Principal vs agent

Judgement is exercised in relation to certain services that the group was providing in relation to leases entered in to by an end customer with the lessor (Secure Trust Bank ("STB")) as to whether the group was acting as principal in the arrangement or as agent. Up to the Group's purchase of the STB portfolio of leases on 31 January 2022, management have determined that having regard to the contractual conditions with STB and the rights attaching to consumer contracts for the leases entered in to by the end customer with STB that the group was acting as agent and recorded commission income from STB.

Financial guarantee contract

Financial guarantee contracts are initially recognised at fair value and subsequently at the higher of the amount of expected credit losses determined under AASB 9 and the amount initially recognised less cumulative amortisation. The fair value of the financial guarantee is a key estimate and is determined by way of calculating the present value of the difference in net cash flows between the contractual payments under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligation. This has been determined from historic data and forward looking estimates to determine expected default rates. This fair value determines a financial guarantee premium which is recognised as revenue over the term of the lease between the end customer and STB. The financial guarantee contract with STB was terminated on 31 January 2022.

Determination of variable consideration

Up to 31 January 2022 judgement was exercised in estimating variable consideration which was determined having regard to past experience with respect to the expected default rates where the customer (STB) had the right to clawback from the Group's commission income any amount of default on lease payments due from the end customer under the financial guarantee contract. Revenue in respect of this amount of commission income was only recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. On termination of the STB Operating Agreement it became highly probable that a reversal of any commission income recognised under the contract will not occur.

Contract right income

A contract asset was recognised where the Group acted as agent for the lessor (STB) during an end customer's minimum lease term with STB and the Group have a contractual right to an inertia asset at the end of this minimum lease term. Contract assets were recognised as revenue accruing over the minimum lease term up to the fair value of the inertia asset at the end of that minimum lease term. The fair value is determined based on available market data regarding expected returns for a similar risk asset and discounted using a credit risk rate. On termination of the STB Operating Agreement and purchase of the STB portfolio of leases the Group derecognised the accrued contract right income and recognised a finance lease receivable, including residual value, in respect of the portfolio of leases acquired.

Estimation of useful lives of assets

The consolidated entity 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.

A. Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the following notes:

Note 6 - commission income: whether the Group acts as an agent in the transaction rather than as principal; and

Note 8 - leases: whether an arrangement contains a finance lease.

B. Assumptions and estimation uncertainties

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial period are discussed below:

Note 3(c) - Determination of consideration of separate performance obligation; and

Note 19(b) - measurement of share-based payments.

Fair Value of Investments

The Group's holding of 618,750 shares in Block is a Level 1 financial instrument with the publicly available share price giving a transparent and reliable fair value.

5. Financial Risk Management

Overview

The Group has exposure to the following risks from the use of financial instruments:

· Credit risk;

· Liquidity risk;

· Market risk; and

· Operational risk.

This note presents information about the Group's exposure to each of the above risks, the objectives, policies and processes for measuring and managing financial risks, and the management of capital. Further quantitative disclosures are included throughout this financial report.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has established the Audit and Risk Committee, which is responsible for developing and monitoring risk management policies. The Committee reports to the Board of Directors on its activities.

Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect the changes in market conditions and the Group's activities. The Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Credit Risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of financial loss from defaults. The Chief Financial Officer and Financial Controller have day to day responsibility for managing credit risk within the risk appetite of the Board. Appropriate oversight occurs via monthly credit performance reporting to management and the Board.

Up to 31 January 2022 the trading subsidiaries had an obligation to meet the cost of future bad debts incurred by its funders. The funder deposits discussed below represented security for that credit exposure. Following the purchase of the portfolio of leases from STB on 31 January 2022 all leases are self-funded by the Group. Further information is provided in Note 24(c).

To manage credit risk in relation to the origination of leases, there was a credit assessment and fraud minimisation process delivered through its patented SmartCheck system. The credit underwriting system used a combination of credit scoring and credit bureau reports as well as electronic identity verification and a review of an applicant's details against a fraud database. The Chief Financial Officer and Financial Controller monitor ongoing credit performance on different cohorts of customer contracts. In addition there exists a specialist collections function to manage any delinquent accounts.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The consolidated entity manages liquidity risk by maintaining adequate reserve facilities by continuously reviewing its facilities and cash flows. The Group ensures that it has sufficient cash on demand to meet expected operational expenses and financing subordination requirements.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising return.

Currency risk

The Group's exposure to foreign currency risk is limited to the cash balances held by the Australian parent ThinkSmart denominated in Australian Dollars.

Interest rate risk

Exposure to interest rate risk on any corporate borrowings will be assessed by the Board and, where appropriate, the exposure to movement in interest rates may be hedged by entering into interest rate swaps, when considered appropriate by management and the Board.

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group's operations.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each business unit. This responsibility is supported by the development of overall group standards for the management of operational risk in the following areas:

· Requirements for appropriate segregation of duties, including the independent authorisation of transactions;

· Requirements for the reconciliation and monitoring of transactions;

· Compliance with regulatory and other legal requirements;

· Documentation of controls and procedures;

· Requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified;

· Ethical and business standards; and

· Risk mitigation, including insurance where this is effective.

Capital management

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management aims to maintain a capital structure that ensures the lowest cost of capital available to the Group. Management constantly reviews the capital structure to ensure it achieves this objective.

For the purposes of capital management, capital consists of share capital, reserves and retained earnings. 

The Board assesses the Group's ability to pay dividends on a periodic basis. At the AGM on 10 November 2021 shareholders approved a return of capital of AUD $5,595,008 to shareholders (the 'Distribution') in two parts:

1. a capital reduction, pursuant to which the Company will return 4.4618 cents per share (or depositary interest) to shareholders (or depositary interest holders) ('Return of Capital'); and

2. a special unfranked dividend of 0.7874 cents per ordinary share (or depositary interest) - declared as attaching conduit foreign income ('Dividend').

The return of capital and dividend had a record date of 10 November 2021 and were paid on 9 December 2021.

At the GM on 29 June 2022 shareholders approved a return of capital of AUD $4,412,523 to shareholders (the 'Distribution') in two parts:

1. a capital reduction, pursuant to which the Company will return 3.5188 cents per share (or depositary interest) to shareholders (or depositary interest holders) ('Return of Capital'); and

2. a special unfranked dividend of 0.6210 cents per ordinary share (or depositary interest) ('Dividend').

The return of capital and dividend had a record date of 1 July 2022 and were paid on 15 July 2022. Having been approved by shareholders on 29 June 2022 the dividend has been accrued in the financial statements for the year ending 30 June 2022.

6. Consolidated Statement of Profit and Loss

(i) Payments to employees are presented net of government grants received through the UK government CJRS. In the year the Group received payments of £478 (FY21: £30,629).

In the year to 30 June 2022 fair value losses arose from the Group's investment in 10% of Clearpay Finance Limited ("Cleapay"). On 14 January 2022 the Group exchanged its 10% holding in Clearpay for 1,650,000 shares in Afterpay Limited ("Afterpay"). The shares in Afterpay were subsequently exchanged for 618,750 shares in Block on 1 February 2022 as a result of the acquisition of Afterpay by Block.

In the year to 30 June 2021 fair value gains arose from the revaluation of the Group's investment in 10% of Clearpay (see note 10.

In the year to 30 June 2021 other gains arose on the settlement of legal claims against Dixons as announced on 10 August 2020.

7. Income Tax

A reconciliation between tax expense and the product of accounting profit before income tax from continuing operations multiplied by the applicable income tax rate is as follows:

The current tax asset/(liability) is recognised for income tax receivable/(payable) in respect of all periods to date. The Group has an unrecognised deferred tax asset of £0.1m at 30 June 2022 (30 June 2021: £1.1m) being mainly in respect of the estimated £0.2m (30 June 2021: £4.4m) of tax losses carried forward at the substantively enacted UK corporation tax rate of 25% (30 June 2021: 25%).

8. Finance lease receivables

All finance leases detailed above have a minimum lease term of 2 years, see note 3(h)(i) for further information on the accounting policy for these finance leases and note 5 for further information on financial risk management. See note 24(c) for detailed analysis of the ageing of lease receivables and expected credit losses recognised.

9. Other Current Assets

10.  Financial assets at fair value through profit or loss

On 23 August 2018 the Group sold 90% of Clearpay to Afterpay. The Group retained a 10% shareholding in Clearpay which was held as an investment at fair value through profit or loss under AASB 9. The investment in Clearpay was a level 3 financial instrument. The Group engaged a third party global professional services firm to value its retained shareholding in Clearpay at 30 June 2021 for accounting purposes under AASB 9 in accordance with AASB 13 (Fair Value Measurement). On 14 January 2022 Shareholders approved the sale of the 10% shareholding in Clearpay in exchange for 1,650,000 shares in Afterpay. In August 2021 Block previously known as Square Inc ("Square") and Afterpay announced the intention for Block to acquire Afterpay in a deal which valued Afterpay at US$29 billion (AU$39 billion). On 1 February 2022 Block completed the acquisition of Afterpay resulting in the 1,650,000 Afterpay shares held by the Group being exchanged for 618,750 shares in Block. Block is listed on the New York Stock Exchange ("NYSE") and the Group's shareholding is a level 1 financial instrument. At 30 June 2022 Block's share price was USD $61.46 per share.

11.  Contract assets

i) A contract asset is recognised where the Group act as agent for the lessor (STB) during the minimum lease term and have a contractual right to the inertia asset at the end of the minimum lease term. Contract assets are recognised as revenue accruing over the minimum lease term building up inertia asset (non-cash consideration) over the minimum lease term.

ii) Customer acquisition costs are capitalised as an asset where such costs are incremental to obtaining a contract between the funder and the end customer, for which the Group receives commission under the funder contract, and are expected to be recovered. Customer acquisition costs are amortised on a straight-line basis over the term of the contract.

iii) On 31 January 2022 the Group terminated the Operating Agreement with STB including the transfer of the related lease portfolio to the Group. On completion of the termination the contractual conditions giving rise to the Contract Assets ceased to exist and the balance of these assets were de-recognised by the Group.

12.  Other Non-Current Assets

(i) Accrued income reflects brokerage commission earned from making insurance arrangements on behalf of lessee's and is net of a clawback provision. The clawback provision for each reporting year has been estimated to be 30% based on historical experience and is calculated on the gross commission receivable.

(ii) Up to 31 January 2022 deposits held by funders for the servicing and management of their portfolios in the event of default. On 8 February 2022, following termination of the Operating Agreement the deposits were repaid to the Group net of consideration for the purchase of the STB lease portfolio.

13.  Plant and Equipment

14.  Intangible Assets

15.  Interest in Subsidiaries

16.  Trade and Other Payables, and Provisions

17.  Lease liabilities

18.  Contract liabilities

19.  Issued Capital and reserves

(a) Issued and paid up capital

Ordinary Shares entitle the holder to participate in dividends and the proceeds on winding up the Company in proportion to the number of and amount paid on the Shares held. On a show of hands, every holder of Ordinary Shares present in the meeting in person or by proxy is entitled to one vote, and upon a poll each Share is entitled to one vote. The Company does not have authorised capital or par value in respect to its issued shares.

At the AGM on 10 November 2021 shareholders approved a return of capital to shareholders. The return of capital had a record date of 12 November 2021 and was paid on 8 December 2021. The following return of capital was paid by the Group for the year:

(b) Share options - employee options

The Company has an ownership-based remuneration scheme for Executives and senior employees. Each employee share option converts to one ordinary share of ThinkSmart Limited on exercise and payment of the exercise price. The options carry neither rights to dividends nor voting rights.

Options issued in previous years and vested but not yet exercised as at 30 June 2022:

1,679,532 options over ordinary shares were issued 21 December 2016 and exercisable at £0.1508, vested and exercisable on 21 December 2019 until 21 December 2026. The fair value of these options at grant date was £0.0371. The value of these options has been expensed over the vesting period in accordance with AASB 2.

The following reconciles the outstanding share options/loan-funded shares granted under the employee share option plan and loan-funded shares at the beginning and end of the financial period:

The options and loan-funded shares outstanding at 30 June 2022 have an exercise price of £0.1508 (30 June 2021: £0.1745) and a weighted average contractual life of 4 years (30 June 2021: 5 years).

(c) Dividends

The following dividends were declared and paid by the Group for the year:

(d) Nature and purpose of reserves

The Group's reserves are as stated in the consolidated statement of changes in equity and represent the following:

Accumulated profit

Cumulative profit and loss net of distributions to owners.

Foreign currency translation reserve

The cumulative effect of movements in foreign exchange rates on the translation of Group entities with a functional currency other than the Group's presentation currency. These amounts are recognised in other comprehensive income.

20.  Notes to the Cash Flow Statement

(a) For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

The Group's exposure to credit risk, interest rate and sensitivity analysis of the financial assets and liabilities are provided in Note 24.

(a) Reconciliation of the profit for the year to net cash flows from operating activities:

21.  Segment Information

The Group currently has one reportable segment which comprise the Group's core business unit (UK). Head office and other unallocated corporate functions are shown separately. For the segment, the Board and the CEO review internal management reports on a monthly basis. The composition of the reportable segment is as follows:

UK:

- ThinkSmart Europe Ltd;

- RentSmart Ltd;

- ThinkSmart Insurance Services Administration Ltd;

- ThinkSmart Financial Services Ltd; and

- ThinkSmart UK Ltd.

Corporate and unallocated:

- ThinkSmart Limited.