Invigor : 2021 Annual Report to Shareholders

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TABLE OF CONTENTS

CHAIRMAN'S LETTER.................................................................................................................................... 2

DIRECTORS' REPORT..................................................................................................................................... 3

REMUNERATION REPORT - AUDITED .......................................................................................................... 16

AUDITOR'S INDEPENDENCE DECLARATION ................................................................................................ 21

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ........................ 22

CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................................... 23

CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................................... 24

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ................................................................................ 25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ........................................................................... 26

DIRECTORS DECLARATION .......................................................................................................................... 68

INDEPENDENT AUDITOR'S REPORT ............................................................................................................ 69

CORPORATE GOVERNANCE STATEMENT .................................................................................................... 74

SHAREHOLDER INFORMATION ................................................................................................................... 75

CORPORATE DIRECTORY ............................................................................................................................. 78

CHAIRMAN'S LETTER

During 2021 the Company set itself up both operationally and financially to finalise the restructuring of its balance sheet and to position itself for a reinstatement of its shares on the ASX.

By the close of FY 2021 the Company had operationally achieved the following:

• • Costs of Goods Sold (COGS): Down 20% YoY

• • Direct Expenses: Down 26% YoY

• • Gross Margin: Up 21% at 53% from 32% in 2020

• • SaaS Revenue: UP 65% YoY

• • EBITDA: 34% improvement YoY

During the year the management changes foreshadowed took effect with Rohan Dhowan taking on the CEO role. Rohan and Thierry Manor as COO have made significant advances in growing the Company and building on a strong foundation for growth in FY2022.

As announced the Company undertook a $9.168m capital raise ($6.8m before fees and $2.368m in satisfaction of creditor balances outstanding), that was supported by major institutions and over 40 sophisticated investors. The capital raise which was completed in January 2022 enabled the elimination of $16.563m of debt and an improvement of net Assets of $18.255m. This capital raise was an integral step in restoring the balance sheet of the Company and for enabling the Company's reinstatement to the ASX.

The Company has now formally applied for reinstatement of its shares on to the ASX. The ASX have now advised that the reinstatement will proceed subject to the Company making some additional disclosures and releasing an updated reviewed proforma working capital statement with the required minimum amount of working capital.

Outlook

Whilst the impact of Covid shutdowns affected many of our existing and potential customers during 2021 - the new year has started with many new opportunities. There is a strong focus on growing business with the help of our tools. Since the beginning of this year, we have confirmed $0.10m in additional annual recurring revenue from new & existing customers.

I thank all the loyal and hardworking staff for enduring through the past year with all its ensuing difficulties. I also thank the Board for their support and guidance.

Gary Cohen

Executive Chairman 12 April 2022

DIRECTORS' REPORT

The Directors present their report together with the financial report of the Consolidated Entity comprising

Invigor Group Limited ("the Company" or "Invigor") and its controlled entities (together "the Consolidated Entity") for the financial year ended 31 December 2021.

Directors

The Directors of the Company at any time during or since the end of the reporting period were:

Directors	Appointed
Gary Cohen - Chairman	19 July 2012
Roger Clifford - resigned as a director on 23 June 2021	18 November 2015
Gregory Cohen	19 July 2012
Jeremy Morgan - resigned as a director on 23 June 2021	2 March 2016
Thierry Manor	8 December 2020
Gavin Solomon - resigned as a director on 01 September 2021	8 December 2020
Gary Inberg	01 September 2021

Details of the experience and qualifications of directors in office at the date of this report are:

Gary Cohen

Executive Chairman

Masters of Laws (Honours 2nd), Bachelor of Laws and Bachelor of Commerce

Gary Cohen has extensive experience in the information technology industry. Gary was Executive Chairman and Chief Executive Officer of iSOFT Group Limited, an ASX listed company, from 1999 until 2010. Together with

Brian Cohen, Gary built iSOFT into one of Australia's largest technology companies with operations in over 40 countries. Gary is the principal of the Marcel Equity group which is an investor in technology businesses. Gary was previously a leading legal practitioner and a principal of an Australian investment bank.

Gary has the diverse expertise and experience required to execute growth strategies for information technology focused businesses and has a proven track record of building management teams, strengthening customer relationships and developing ties with stakeholders.

Other listed company directorships in the past 3 years: MPower Group Limited (formerly known as TAG Pacific Limited) - 1999 to May 2021.

Roger Clifford Non-Executive Director

Roger Clifford has over forty years' experience in Australia and Internationally in sales and operations, including end-to-end management of supply chains, sales activities, sourcing and customer relations. Roger is active in community service and co-founded a prominent organisation providing crisis care services for the broader Sydney community.

Other listed company directorships in the past 3 years: None

Gregory Cohen

Chief Financial Officer

Bachelor of Commerce (Marketing)

Greg has an extensive international background in financial services and general management gained from a 27-year career with Ford Credit, the captive financing arm of Ford Motor Company. Greg brings to Invigor his significant expertise in the financial services sector and operational market experience in Australia, Europe, South East Asia, India and China.

Other listed company directorships in the past 3 years: None

Jeremy Morgan

Non-Executive Director

Bachelor of Arts, Bachelor of Law

Jeremy Morgan is a seasoned corporate development executive with over 20 years' experience in value creation for companies through advisory and leading strategic initiatives. He has advised numerous Australian and international companies on their inorganic growth strategies in Australia, New Zealand, USA, UK and South-East Asia. Jeremy is a director of a private investment and advisory firm where he specialises in the technology, digital media and telecommunications sectors. Jeremy practiced law with an international firm in the early part of his career.

Other listed company directorships in the past 3 years: None

Thierry Manor

Chief Operating Officer

Thierry Manor has over 35 years of experience in the global IT industry in executive roles in Australian and multinational companies. Thierry has also worked in a range of executive roles and industries including Healthcare, Public Sector, Higher Education, eCommerce and Telecommunication. He was Country Manager at Sun microsystems, Global Director of Professional Services at iSOFT Group Limited an ASX listed company where he was responsible for the delivery and implementation teams across 40 countries, and previously Global Director of Client Services at InterSystems, a leading provider of healthcare data management systems.

Thierry is the principal of Darlot Consulting providing Strategic market entry, commercialization and advisory services including turn-around to several Start-ups and companies in ANZ, Asia Pacific and Europe.

Other listed company directorships in the past 3 years: None

Gavin Solomon

Non-Executive Director

Bachelor of Commerce, Bachelor of Law

Gavin Solomon is the Founder and Executive Chairman of PrimaryMarkets Limited (Australia). Gavin is an experienced, well recognised past Chairman and Director of several ASX listed companies. Gavin has over 35 years' experience in the Australian and Asian Equity Capital Markets. Gavin was previously the Founder and

Managing Director of Helmsec Global Capital, a pan-Asian ECM house which participated in new capital raisings of over A$1.7B from 2008 to 2015. Helmsec is now a wholly owned subsidiary of PrimaryMarkets.

Gavin holds degrees in Commerce and Law, is a Notary Public and is a Fellow of the Australian Institute of Company Directors. Gavin was for the past 8 years a Non-Executive Director of the Bradman Foundation and International Cricket Hall of Fame.

Other listed company directorships in the past 3 years: None

Gary Inberg

Non-Executive Director

Bachelor of Commerce (B.Com), Accounting and Finance

Gary has over 30 years of experience in the private sector with strategic and commercial business experience, including property & infrastructure, property and funds management, portfolio and corporate governance, as well as public company experience.

He has served as an independent director of Investec Bank (Australia) Limited. He spent over 10 years chairing Investec Bank Trustee Company, including their property Funds which included the oversite of funds audits and preparation of the extensive Trust accounts.