Impelus : 30 June 2021 Annual Report to shareholders

For personal use only

ANNUAL REPORT 2021

IMPELUS LIMITED

ACN 089 805 416

For personal use only

Impelus Limited and Controlled Entities

Directors' Report

The directors of Impelus Limited (Company) and controlled entities ('Consolidated Group' or 'Group') present their report together with the financial statements of the Group, being the Company and its controlled entities, for the year ended 30 June 2021.

The names and particulars of the directors of the Company during or since the end of the financial year unless otherwise stated are:

Directors

Name	Particulars
Brendan Birthistle	Mr Birthistle has significant and substantial strategic and operational experience.
Independent chairman	Early in his career, he worked as a management consultant with WD Scott, and as
Non-executive director	a Corporate Planner for ICL Australia (International Computers) and Wormald
appointed 04 December 2018.	International Limited. As a CEO of Raynors (a subsidiary of Adelaide Steamships),
Resigned 17 November 2021	he and the enthusiastic management team successfully transformed what was a
	moribund company.
	Brendan operated his boutique financial planning organisation, Connaught
	Consultants, for over 30 years (1984 to 2015). To achieve a better deal for
	Australian shareholders, he served the Australian Shareholders' Association
	serving as Chairman for 3 years in the early Nineties. In 2003 he was elected as a
	Director of CCI a small struggling listed coal testing company and was partly
	instrumental in the turn-around of the Company and its eventual sale. Investors
	were rewarded with a four-fold increase in their original investment.
	For the past ten years, Brendan has concentrated on investing mainly in listed
	micro-cap companies. He presently owns shares in over 60 companies mainly
	technical and digital in nature. This experience has proved enjoyable, educational
	and highly profitable. He is also a director of 3 successful private companies and
	The Eolas Foundation a charitable trust.
	Brendan's educational qualifications include an MBA (University of California, Los
	Angeles, B.Sc. (Hons) from University College, Dublin, a BA (UNSW), and a Diploma
	of Jurisprudence (University of Sydney).
Interest in shares & options	270,093,204 ordinary shares and nil options as at date of resignation.
Special responsibilities	Mr. Birthistle was a member of the audit committee, the nomination and
	remuneration committee.
Directorships held in other listed	Nil.
entities during the three years
prior to the current year
David Andrew Haines	A director of the Company since May 2001. Mr. Haines holds a Bachelor of
Independent	Education degree and was Secretary to the Standing Committee of
Non-executive director	Commonwealth, State and Territory Ministers with Censorship Responsibilities
Interim Chairman	(1988 to 1994), Deputy Chief Censor, Australian Film Censorship Board (1986 to
from 9 November 2018 to 30	1994) and Member of the Australian Film Censorship Board (1981-1994).
November 2018
Resigned 17 November 2021
Interest in shares & options	565,000 ordinary shares and nil options as at date of resignation.
Special responsibilities	Mr. Haines was chair of the audit committee and a member of the nomination and
	remuneration committee.
Directorships held in other listed	Nil.
entities during the three years
prior to the current year

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Impelus Limited and Controlled Entities

Directors

	Name	Particulars
only	Rob Skinner	Mr. Skinner was appointed Non-Executive Director of the company on 7 August
Non-executive Director	2020.
appointed 7 August 2020 and	Robert is an experienced digital marketing industry professional, director, and ex-
	resigned 22 March 2021	Trade Commissioner with over 19 years' global experience in digital, trade and
		enterprise. He worked for New Zealand Trade and Enterprise as Regional
		Investment Sector Manager (Asia) and Trade Commissioner (Singapore) leading
		New Zealand's government economic development agency based in Singapore
		with key areas of focus being ICT and creative/media industries.
	Interest in shares & options	Nil.
use	Special responsibilities	Nil.
Directorships held in other listed	Nil.
entities during the three years
prior to the current year
Maureen Smith	Ms Smith is a senior executive at IMS and currently holds the position of Head of
Executive Director appointed 28	Human Resources.
January 2020 and resigned 7
August 2020	Ms Smith's appointment was temporary as the Board of Directors considered
	potential candidates to replace the recently retired Executive director, Mr Craig
personal		Poole.
Interest in shares & options	400,000 ordinary shares and 400,000 options as at date of resignation.
	Special responsibilities	Nil
	Directorships held in other listed	Nil
	entities during the three years
	prior to the current year
	Rodd Boland	Rodd is currently employed at KPMG Sydney, where he joined in 2014 as a
	Non-Executive Chairman	specialist advisor, a role in which he sources family owned businesses in greater
	appointed 12 October 2021	Sydney looking to partake in Mergers & Acquisition activities in the mid markets.
		Rodd has previously sat on 2 ASX boards prior to joining IMS and Rodd brings a
		wealth of experience with his knowledge of the equity & debt capital markets,
		compliance, finance & operations to the IMS Board.
		Rodd graduated from the University of NSW with a B.Com (Bachelor of
		Commerce) at UNSW in Sydney, before completing his MBA (Masters of Business
		Administration) at the University of Notre Dame in South Bend, Indiana, USA.
	Interest in shares & options	9,900,000 ordinary shares and nil options.
For	Special responsibilities	Compliance & Audit Committees
Directorships held in other listed	Nil
	entities during the three years
	prior to the current year

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Impelus Limited and Controlled Entities

Directors

Name	Particulars
Paris Magdalinos	Paris Magdalinos has spent the last 14 years in Capital Markets working as a
Non-Executive Director	Stockbroker for some of Australasia's most venerable broking institutions. In
appointed 01 December 2021	recent times Paris has directed his energies to raising capital for small cap
	Australian companies using his networks and reputation for integrity and
	innovation to create value for his clients.
Interest in shares & options	10,102,041 ordinary shares and nil options.
Special responsibilities	Compliance & Audit Committees
	New Business Opportunities
Directorships held in other listed	Nil
entities during the three years
prior to the current year
Steven Hadjifotis	Steven Hadjifotis brings over 15 years of experience in directing roles for private
Non-Executive Director	enterprise. Steven is a member of the AICD and brings valuable experience in
appointed 01 December 2021	operations and capital markets to the IMS team.
	Steven is currently the Non-Executive Chair for Cavendish Renewable Technology
Interest in shares & options	10,102,041 ordinary shares and nil options.
Special responsibilities	Compliance & Audit Committees
Directorships held in other listed	Nil
entities during the three years
prior to the current year
Company Secretary

Name	Particulars
Vanessa Chidrawi	Vanessa is a highly experienced Company Secretary and has previously worked in
Company secretary	multiple Company Secretary roles both locally and internationally prior to joining
Appointed 21 February 2019	Impelus and brings a significant degree of experience to this position. She holds a
Resigned 21 May 2021	Bachelor of Law and a Bachelor of Commerce.
	Vanessa had 12 years private practice experience as a commercial lawyer,
	practicing on her own account in Johannesburg. Over the past 13 years, she has
	acted as General Counsel and Company Secretary for various ASX- and TSX-listed
	companies. Ms Chidrawi brings with her a wealth of experience in governance
	management, mergers and acquisitions, litigation management, board advisory
	and capital raising in the listed company space.
Interest in shares & options	Nil.
Brendan Birthistle
Company secretary
Appointed 21 May 2021
Resigned 17 November 2021
Interest in shares & options	270,093,204 ordinary shares and nil options at date of resignation.
Madhukar Bhalla	Mr Bhalla is an experienced company secretary who has previously worked with
Company secretary	multiple ASX-listed companies and is proficient in corporate governance, company
Appointed 25 November 2021	administration, financial management, and corporate law. Mr Bhalla also has
	significant business and management experience having previous job titles
	including general manager and corporate administrator.
Interest in shares & options	Nil.

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For personal use only

Impelus Limited and Controlled Entities

Review of Operations

On 9 March 2021, the group entered external administration resulting in a Deed of company arrangement (DOCA). The Group left external administration on 17 November 2021 and directors are assessing opportunities available to the group going forward.

Impelus Limited posted an EBITDA of ($0.48) million (FY2020 ($0.37) million), Revenue of $1.91 million (FY2020 $9.41 million) and a full-year profit after tax of $1.19 million compared to the prior year loss after tax of $6.65 million. The result for the year includes $7.27 million debt forgiveness from the execution of the DOCA.

Personnel Changes - Board

Ms Maureen Smith resigned as Executive Director on 7 August 2020. Mr Rob Skinner was appointed as Non-Executive Director on 7 August 2020 and resigned 22 March 2021.

On 21 May 2021, Ms Vanessa Chidrawi resigned as Company Secretary and Mr Brendan Birthistle was appointed as Company Secretary and resigned on 17 November 2021.

On 17 November 2021, Mr Brendan Birthistle and Mr David Haines resigned as directors of the Company.

On 25 November 2021, Mr Madhukar Bhalla was appointed as company secretary.

On 01 December 2021, Mr Paris Magdalinos and Mr Steven Hadjifotis were appointed as directors of the Company.

Mr Edward Day, Mr Keith Rhee and Mr Rodd Boland were appointed as directors of the Company on 12 Oct 2021 as announced on 16 December 2021. Mr Edward Day and Mr Keith Rhee resigned as directors of the Company on 30 November 2021.

Cash Flow

The Company's Cash at Bank was $205,263 at 30 June 2021, compared to $1,013,091 at 30 June 2020.

Capital Expenditure

Capital expenditure for the financial year ending 2021 was nil.

Financial Position

The net assets of the Consolidated Group have increased by $2.061m from ($2.06m) in FY 2020, to $0.001m in FY 2021. This was due to the debt forgiveness from the execution of the Deed of Company Arrangement.

Significant Changes in State of Affairs

On 9 March 2021, the Company appointed David Levi from Levi Consulting as the Administrator of Impelus Limited, Global One Mobile Entertainment Pty Ltd and Impelus APAC Pty Ltd. All Australian operations stopped since then.

On 31 March 2021, the Company sold its UK operation, Marketing Punch Limited, to Brendan Birthistle and Paul Kemshell.

On 06 May 2021, Impelus Limited has entered into a Deed of Company Arrangement.

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