for personal use only - asxarthur lagos non-executive director 24.02.2006 30.11.2011 . keith mooring...

SIRIUS CORPORATION LIMITED 2012 Audited Financial Report ABN: 94 050 240 330

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Sirius Corporation Limited ABN: 94 050 240 330

For the Year Ended 30 June 2012

CONTENTS

Page

Financial Statements Corporate Directory 1 Company Profile 2 Directors' Report 3 Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 13 Corporate Governance Statement 14 Consolidated Statement of Comprehensive Income 20 Consolidated Statement of Financial Position 21 Consolidated Statement of Changes in Equity 22 Consolidated Statement of Cash Flows 23 Notes to the Financial Statements 24 Directors' Declaration 44 Independent Audit Report 45 Stock Exchange Information 47

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Corporate Directory DIRECTORS Rajiv Parrab Non-Executive Chairman Anthony Onsley Managing Director David Mandel Non-Executive Director COMPANY SECRETARY Mourice Garbutt REGISTERED OFFICE Suite 2, Level 8, 616 St Kilda Road Melbourne, Victoria 3004 Australia Telephone: 03 9520 7800 Facsimile: 03 9520 7950 Websites: www.sirius.com.au www.infomaster.com.au www.pinnaclesoftware.com.au SHARE REGISTER Link Market Services Level 4, 333 Collins Street Melbourne Victoria 3000 Australia Telephone: 1300 554 474 or 02 8280 7111 AUDITOR RSM Bird Cameron Partners Level 8, 525 Collins Street Melbourne, Victoria SOLICITOR Hardwood Andrews Lawyers Level 13, 15 William Street Melbourne Victoria PRINCIPAL BANKER National Australia Bank Limited STOCK EXCHANGE LISTING Sirius Corporation Limited shares are listed on the Australian Stock Exchange DOMICILE Publicly listed company incorporated in Australia

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http://www.sirius.com.au/

http://www.infomaster.com.au/

http://www.pinnaclesoftware.com.au/



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Company Profile Sirius is a long established corporation that provides group ownership, group leadership, strategy and oversight to a number of well established and expanding software and service enterprises. The current organisations include Asset Management (Pinnacle & AssetMaster), which provides innovative asset management solutions for government and industry (technology and business expertise), Open Council, Planning & eServices (InfoMaster) which provides leading online technologies, products & services for local government planning and customer services, and Sirius Managed Services (SMS) which provides fax streaming & call centre support. Visit www.sirius.com.au Our current business divisions currently include: Asset Management InfoMaster’s AssetMaster (a 100% wholly owned subsidiary of Sirius since 2007) together with Pinnacle Software (acquired by the Company in September 2011 and is a 100% wholly owned subsidiary of Sirius) form the Asset Management division of the Sirius Group. The Asset Management Division has in excess of 110 clients utilising our technology and service for managing their asset portfolios and providing business intelligence analytics and decision support capabilities. The division also offers asset management business process consulting service. Visit www.pinnaclesoftware.com.au Visit www.assetmaster.com.au Planning & eServices The InfoMaster Planning & eServices division provides online and web enabled solutions to local government. Its product suite includes;

I. MasterPlan a complete online solution for the planning and development process providing consistency, transparency and efficiency to those preparing and assessing planning development applications.

II. MasterView, an out of the box solution providing a single view of any information from disparate databases. Designed with local governments in mind, MasterView offers an efficient web based tool that removes the need for data warehousing or individual web tools for business application.

III. OpenCouncil™ a range of online services that drive efficiency and customer service improvements. The solution extends InfoMaster’s ePlanning technology to include, DA tracking, online payments, online facility & service bookings, online certificate generation and payment, online permit application, processing & payment, and customer request management (CRM).

Visit www.infomaster.com.au Sirius Managed Services SMS is a profitable, smaller niche legacy business of Sirius focused on outsourced help-desk and operator services to government departments in Canberra. It also provides services in the following areas:-

I. Outsourced faxing solutions business; II. Outsourced messaging from email to fax and fax to email

The company believes this business will continue to provide profits for the duration of the current contracts, all of which have, and are being, renewed on a short term basis.

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http://www.pinnaclesoftware.com.au/

http://www.assetmaster.com.au/

http://www.infomaster.com.au/


Directors’ Report 30 June 2012

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Your directors present their report on the consolidated entity (referred to hereafter as the “Consolidated Entity” or “Group”) consisting of the Group and the entities it controlled at the end of, or during, the year ended 30 June 2012. Directors The following persons were directors of Sirius Corporation Limited and controlled entities (referred to hereafter as “Consolidated Entity” or “Group”) at any time during or since the end of the financial year and up to the date of this report: Names

Current Directors: Appointed Resigned Rajiv Parrab Non-Executive Chairman 21.12.2010

Anthony Onsley Managing Director 13.02.2012

David Mandel Non-Executive Director 23.05.2011

Former Directors:

Francesco Licciardello Managing Director 14.03.2007 16.11.2011

Francesco Licciardello Non-Executive Director 17.11.2011 30.11.2011

Arthur Lagos Non-Executive Director 24.02.2006 30.11.2011

Keith Mooring Goss Non-Executive Chairman 30.11.2011 06.12.2011 During the financial year ended 30 June 2012 changes in the composition of the Board of Directors, as announced to the market through the ASX, saw current, continuing directors Messrs R Parrab and D S Mandel undertake Executive Director roles as noted below: Mr Parrab during the above period carried out the following roles: 1 July – 16 November 2011 - Executive Chairman; 17 November to 29 November 2011 – Executive Chairman and Acting CEO; 30 November to 6 December 2011 – Non-Executive Director;

7 December 2011 to 12 February 2012 – Executive Chairman; and 13 February to 30 June 2012 – Non-Executive Chairman

Mr Parrab is also the Chair of the Remuneration and Nomination Committees; Mr Mandel during the above period carried out the following roles: 1 July to 31 October 2011 – Executive Director – Corporate Systems & Finance; 1 November to 29 November 2011 – Executive Director and Acting CFO; 30 November to 6 December 2011 – Non-Executive Director;

7 December 2011 to 12 February 2012 – Executive Director and Acting CEO; and 13 February to 30 June 2012 – Non-Executive Director

Mr Mandel is also the Chair of the Audit and Compliance Committee; Mr Onsley was appointed to the role of Managing Director and Group CEO with effect from 13 February 2012; Mr Licciardello ceased to be an Executive Director on 16 November 2011 and taking a roll as a Non-Executive Director as from 17 November 2011 which he held until the expiry of the 2011 Annual General Meeting on 30 November 2011 (AGM); Mr Lagos acted as an Executive Director for Business and Product development for the period 1 July 2011 to 31 October 2011. As of 1 November 2011 Mr Lagos resumed the roll of a Non-Executive Director which he held until the expiry of the 2011 Annual General Meeting on 30 November 2011 (AGM); & On 30 November 2011 Mr Goss was appointed as the Executive Chairman and Managing Director – positions that he held until resigning on 6 December 2011.

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As at 30 June 2012 and the date of this Report the Directors and their respective roles and qualifications & experience are: Name, Role & Qualifications Experience, Responsibilities & Other Directorships Rajiv Parrab Non-Executive Chairman

Mr Parrab has over 30 years’ experience in the IT&T industry with past roles that included CEO and Managing Director roles within the Consolidated Press Holdings Group of Companies (CPH), roles with IBM (Canada) and CEO / MD of various companies, including global entities and regional company(s) in both ANZ and Asia. He also worked in North America and Europe and has held Board positions in both public and private companies. Mr Parrab has an Electrical Engineering degree from the University of Waterloo. Mr Parrab is the Chair of the Remuneration and Nomination Committee and a member of the Audit Committee

David Mandel Non-Executive Director

Mr Mandel has over 35 years’ experience in business management having held senior roles within Smorgon Consolidated Industries and Visy Industries and Managing Director roles for Riverwood Cartons Pty Ltd, an Australian subsidiary of Riverwood International Inc, a company listed on the New York Stock Exchange. David holds a Bachelor of Science in Chemistry attained from the University of Sussex in England and is a member of the Chartered Institute of Management Accountants (UK) and the Australian Institute of Company Directors. Mr Mandel is the Chairman of the Audit Committee and a member of the Remuneration and Nomination Committee

Anthony Onsley – BComm, ACA, MAICD Managing Director & Group Chief Executive Officer

Mr Onsley has held senior roles with SC Johnson (Managing Director Australia & New Zealand, Lion Nathan (Nationals Sales Operations Director & Business Development Director), Moore Business System (Managing Director) and GEON Group (General Manager Strategy & Business Development. Mr Onsley has been on the board of not for profit Cure Our Kids for over 7 years and currently holds the position of Chairman of the Board. Mr Onsley has Bachelor of Commerce in Accounting, Finance & Systems from the university of New South Wales and is a member of the Institute of Chartered Accountants and Australian Institute of Company Directors. Mr Onsley is a member of the Audit Committee and the Remuneration and Nomination Committee

Mourice Garbutt Company Secretary

Mr M Garbutt, appointed in October 2011, is the Company Secretary of the Company and its subsidiaries. Mr Garbutt is a Fellow Member of Chartered Secretaries Australia (ACIS) and a Fellow Member of Chartered Institute of Secretaries (FCIS). He is a former - Justice of the Peace in Victoria; member of the Institute of Directors in Australia and a Certified Practising Accountant. He has over 40 years commercial experience in Australia, Europe and the Pacific region and currently conducts a corporate compliance and company secretarial company providing such services to a number of public and listed companies in Australia including the Sirius Corporation Limited group. As such, Mr Garbutt is not a direct employee of the Company and does not receive remuneration from the Company.

Service Agreements have been formally entered into between the Company and Messrs R Parrab, A Onsley and D Mandel at the date of this report.

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Directors’ interests in securities of the company

Number of Ordinary Shares Number of Options Directors Interest

Direct Interest Indirect Interest Direct Interest

Indirect Interest

Mr Rajiv Parrab (1) 5,510,890 17,057,976 2,755,445 197,655 Mr David S Mandel (2) - 17,092,050 - 6,278,479 Mr Anthony Onsley (3) - - - -

1. Indirect interests held by Rajiv Parrab as Director of Kalighat Super Pty Ltd. 2. Indirect interests held by David Mandel as Trustee for the Mandel Superannuation Fund via Chastain Corporate Pty Ltd 3. Mr Onsley pursuant to his Service Agreement is, subject to shareholder approval at the 2012 AGM, entitled to be issued

with10 million options over unissued shares at an exercise price of 3.5 cents an option. During the financial year ended 30 June 2012 the Company issued the following securities to Messrs R Parrab and D S Mandel and or their above noted associates – all shares were issued at $0.0125 a share: Settlement of FY 2011 additional services fees as approved by shareholders at the 2011 AGM Shares R Parrab 5,032,000 D S Mandel 1,280,000 As Underwriters of the Non Renounceable Rights Issue to shareholders per Prospectus dated 31 October 2011 Shares Options* R Parrab 5,906,200 2,953,100 D S Mandel 12,556,958 6,278,479 Details of securities held in the Group are set out in note 23(c) to the financial statements. Options* As at 30 June 2012 and as set out in note 23(c) to the financial statements the Company has on issue 63,866,689 Non-Quoted Options, issued pursuant to the Non-Renounceable Rights Issue (NRRI) Prospectus dated 31 October 2011 to shareholders and attaching to the ordinary shares issued under the NRRI on the basis of 1 option for each 2 shares allotted. The options have an exercise price of 3.5 cents each and expire on 9 December 2014. Directors’ interest in contracts At the date of this report, there were no Directors’ interests in contracts. Meetings The table below sets out the number of meetings held during the financial year and the number of meetings attended by each Director.

Board meetings Audit Committee meetings Remuneration & Nomination Committee meetings

Directors Eligible to Attend

Attended Eligible to Attend

Attended Eligible to Attend

Attended

Current Directors: Rajiv Parrab 14 14 2 2 2 2 Anthony Onsley 5 5 1 1 David Mandel 14 13 2 2 2 2 Former Directors: Arthur Lagos 7 6 1 1 2 2 Frank Licciardello 7 7 1 1 2 2 Keith Goss 1 1

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Principal activities The Consolidated Entity and all its controlled entities operate in the information technology industry being the field of software and services. Operating result The loss after providing for income tax for Sirius Corporation Limited and its controlled entities on a consolidated basis for the year ended 30 June 2012 was $2,200,713 (2011: Loss $5,141,932). FY 2012 FY 2011 $ $ December half-year loss 1,690,348 970,600 June half-year loss 510,365 4,171,332 Annual Total 2,200,713 5,141,932 Dividends No dividends have been paid or declared since the start of the financial year. Significant changes in the state of affairs There were no significant changes in the state of affairs during the financial year to the Group. Review of operations and likely developments A review of operations and the likely developments of the Group are contained within the Chairman’s & Managing Director’s letters to shareholders. Events subsequent to balance date Since balance date the Company has continued to progress and develop the organisational changes as announced on 2 July 2012 principally in the area of the development of the Asset Management Business Unit which brings together Asset Master and Pinnacle Software as one concentrated operational unit. This change in part included a renegotiation of the Share Purchase Agreement between Sirius and The Maestro Corporation Pty Ltd (previous owner of Pinnacle Software) of the terms of the ‘deferred consideration’ element of the Agreement. The ‘deferred consideration’, if payable will be settled by the issue of Sirius ordinary fully paid shares per the terms of the Deed of Variation between Sirius and The Maestro Corporation Pty Ltd. Other than any other matters referred elsewhere in the Report there have been no other events outside of the ordinary activities of the Company. Proceedings on behalf of the company No person has applied for leave of Court under section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Likely developments In the opinion of the Directors, disclosure of additional information in this Directors Report regarding likely developments in the operations of the Group and the expected results of those operations in subsequent financial years would unreasonably prejudice the interests of the Group. Accordingly, this information has not been included in this Report. Environmental regulation The Consolidated Entity’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.

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Remuneration report The information provided in this remuneration report has been audited as required by section 308 (3c) of the Corporations Act 2001. Introduction The Sirius remuneration policy is designed to link the remuneration of the executive Directors and senior executives of the Group with Group performance. The executive Directors’ and senior executives’ remuneration during the financial year ended 30 June 2012 was linked to performance through a short-term incentives plan (STI Plan), where individuals are assessed against a combination of quantitative and qualitative measures of performance over the past year. Use of the STI Plan is expected to continue into subsequent financial years to reward key management personnel’s annual performance. For the year ended 30 June, 2012 no STIs were recommended to be paid to executive directors or senior executives. Commencing from the financial year ending 30 June 2006 onwards, we have adopted a long-term incentives plan (LTI Plan), which through the use of performance rights, all of which have long-term performance measures, ensure the rights can only be exercised when the Group achieves previously set targets. For the year ended 30 June 2012 no performance rights under the LTI plan were recommended or issued. The non-executive Directors’ remuneration is not linked to short-term performance, as the focus of the Board is on governance and the longer-term strategic direction of the Group. In this report we explain the policy and structure of the remuneration of: (a) Directors and (b) Other Key Management Personnel. Each section includes an explanation of how the remuneration is calculated as well as a table showing actual figures. For the purpose of this report key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. Non-executive Directors Non-Executive directors were remunerated with fees that were not linked to performance to preserve their independence. The total fee pool is approved by shareholders. Our non-executive Directors are remunerated in accordance with the Sirius Constitution, which provides for the following:

• An aggregate limit of fees is set and varied only by approval of a resolution of shareholders at the annual general meeting; and

• The Board determines how those fees are allocated among the Directors within the fee pool. The total fees paid to non-executive Directors for the 2011/2012 financial year are set out in the table below. The table also outlines fees paid or payable to Non-Executive Directors who agreed to perform additional duties to that of their current Non-Executive Director roles as a result of the increase in the companies’ activity relating to the acquisitions that was announced to Market on 11 July 2011. The current fee pool of $300,000 is fixed by the Company’s Constitution unless shareholder approval is given to an alternative amount. To date the amount remains unchanged. Non-executive Directors receive total fees based on their respective roles on the Board. Non-executive Directors are not remunerated for their participation in Board committees. In order to maintain their independence and impartiality, the remuneration of non-executive Directors is not linked to the performance of the Group, except through their participation in long-term incentives plans.

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Remuneration Report (continued) Non-executive Directors (continued) Share options and equity compensation At the date of this report, there are no share options outstanding and no new share options were granted to non-executive Directors. This does not include any of the options issued to Messrs R. Parrab and D.S. Mandel as underwriters to the Non Renounceable Rights Issue in December 2011. Superannuation Mandatory superannuation contributions are included as part of each Director’s total remuneration package and Directors may state a preference to increase the proportion of their package taken as superannuation contributions subject to legislative requirements. Other benefits In accordance with Board policy, as permitted under Rule 7.3 of our Constitution, Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in travelling to or from meetings of the Board or committees, or when otherwise engaged on the business of the Group. Retirement benefits Under service agreements with the Group, non-executive Directors are entitled to payment of one month’s Director’s fees plus superannuation entitlement should they retire less than one year from commencement. After one year from initial appointment, non-executive Directors become entitled to payment of 1 years’ Director’s fees plus superannuation entitlement upon retirement. Additional Compensation During the June 2011 financial year the Non-Executive Directors (Arthur Lagos and David Mandel) performed additional duties required by the company in addition to their director duties and responsibilities. The summary of the fees paid or payable under these agreements were announced to Market on 17 June 2011 and are summarised in the table below. Executive Directors Executive Directors are not paid Directors’ fees in addition to their salary and entitlements. However, during the year some directors have held executives roles. Share options and equity compensation At the date of this report, there are no share options outstanding and no new share options were granted to executives, other than the right to be issued options pursuant to Mr Onsley’s service agreement, which are subject to shareholder approval at the 2012 AGM. Other Key Management Personnel Remuneration policy The Remuneration and Nomination Committee regularly reviews the strategy, structure and policy for other key management personnel remuneration. Responsibility for reviewing and recommending to the Board the remuneration strategy and structure for Sirius’ other key management personnel lies with the Remuneration and Nomination Committee. The Committee’s policy is that other key management personnel remuneration should: • Reflect the size and scope of the role and be market competitive in order to attract and retain talent; • Be linked to the financial and operational performance of the Group; • Be aligned with the achievement of the Group’s long-term business objectives; and • Be differentiated based on individual performance. The Committee reviews the structure of the remuneration packages of the other key management personnel on a periodic basis and takes into account: • Salary and employment market movements; and • Group performance.

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Remuneration report (continued) Other Key Management Personnel (continued) Any decision made by the Remuneration and Nomination Committee concerning an individual personnel’s remuneration is made without that person being present. Remuneration structure 2011/2012 For the 2011/2012 financial year, there are three main components to the remuneration structure. The remuneration structure of other key management personnel consisted of: • Fixed remuneration. • Short - term incentive. • Long - term incentive. Fixed remuneration Fixed remuneration is made up of a guaranteed salary (including salary sacrifice benefits and any applicable fringe benefits tax) and superannuation. An individual’s fixed remuneration is generally set once a year as part of the Group-wide remuneration review. The Group contributes to the other key management personnel’s superannuation in accordance with the superannuation guarantee legislation. They may increase the proportion of their fixed remuneration taken as superannuation, subject to legislative requirements. Short-term incentive The short-term incentive plan rewards other key management personnel for meeting or exceeding specific annual business objectives linked to the annual business plan at the Group, business unit and individual level. Measures and targeted achievement levels are reviewed each year to reflect changes in business priorities for the forthcoming year. The short-term incentive plan is based on a range of Group financial, organisational and individual performance measures and targets and was approved by the Board. The value received under the short-term incentive is delivered in cash as a “bonus”. The short-term incentive plan applies only to other key management personnel and executive Directors named below with the exception of the Company Secretary. The bonus is payable to each of the indicated other key management personnel and executive Directors on meeting pre-determined targets as approved by the Board for EBITDA The potential bonus payments, in total for any particular individual, may range between 16% and 39% of base salary. Long-term incentive From financial year 2006/2007, key management personnel have been invited to participate in the long-term incentive plan, which is designed to reward the delivery of shareholder returns over a three to five year period. The long-term incentive plan will involve the issue of share options under the Group’s Employee Options Plan, generally with vesting criteria subject to various performance hurdles based on Group and share price performance over a two year period. The Board has discretion as to the performance hurdles that are attached to a grant of employee options, and acts under recommendation from the Remuneration and Nomination Committee.

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Remuneration report (continued) Details of key management personnel (audited) Details of the remuneration of the Directors and other key management personnel of Sirius Corporation Limited are set out in the following tables. The key management personnel of Sirius Corporation Limited includes the Directors as per page 1 and the following executive officers that report directly to the Managing Director and having authority and responsibility for planning, directing and controlling the activities of the Group.

2012 Short-term benefits

Post-employment

benefits

Other-Short term

benefits

Share-based

payments

Total

Directors

Cash, salary &

commissions

Bonus Non-cash

benefits

Termination Payments

Superannuation

Directors of Sirius Corporation Limited

K. Goss1 5,000 - - 36,923 3,773 - - $45,696

F. Licciardello2 145,092 - - 3,179 8,654 - - $156,925

A. Lagos3 52,685 - - 9,538 2,025 - - $64,248 R. Parrab4 136,354 - - - 8,685 - - $145,039 D. Mandel5 117,053 - - - - - - $117,053 A. Onsley6 96,154 - - - 8,654 - - $104,808 Other key management personnel of the Group

G. Reeves7 99,023 - - - 4,517 - - $103,540 A. Lutterbeck8 168,962 - - - 14,156 - - $183,118 M. O’Connor9 160,001 14,400 $174,401 $980,324 $- $- $49,640 $64,864 $- $- $1,094,828

1. Mr Keith Goss resigned as Executive Chairman & Managing Director on 6 December 2011 2. Mr Frank Licciardello ceased to act as Managing Director on 16 November 2011 and retired as Non-Executive Director on 30

November 2011 3. Mr Arthur Lagos retired as Non-Executive Director on 30 November 2011 4. Mr Rajiv Parrab was appointed as an Executive Director on 16 December 2010 and on 22 February 2011 was appointed to the

position of Non-Executive chairman. For most of the period from 1 July 2011 to 13 February 2012 Mr Parrab also had Executive responsibilities, after which he was a Non-Executive Chairman. The remuneration detailed in the table above includes remuneration for both executive and non-executive roles held during the financial year.

5. Mr David Mandel was appointed as an Non-Executive director on 23 May 2011For most of the period from 1 July 2011 to 13 February 2012 Mr Mandel also had Executive responsibilities. The Cash, salary and commissions amounts include fees paid to a company associated with David Mandel. The remuneration detailed in the table above includes remuneration for both executive and non-executive roles held during the financial year.

6. Mr Anthony Onsley was appointed as Managing Director and Group Chief Executive Officer of Sirius Group on 13 February 2012 7. Mr Geoff Reeves was the General Manager of InfoMaster Pty Ltd, a subsidiary company of the Group. Geoff Reeves resigned as

General Manager of InfoMaster on 6th September 2011 8. Mr Andrew Lutterbeck was appointed General Manager of InfoMaster on 6th September 2011 9. Mr Martin O’Connor is CEO of Pinnacle Software Pty Ltd. Pinnacle Software Solution was acquired effective in July 2011 F

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Remuneration report (continued) Details of key management personnel (audited) (continued)

2011 Short-term benefits

Post-employment

benefits

Other-Short term

benefits

Share-based

payments

Total

Directors

Cash, salary &

commissions

Bonus Non-cash

benefits

Termination Payments

Superannuation


K. Goss 15,923 - - 23,076 28,664 - - $67,663

F. Licciardello 250,000 - - - 22,500 - - $272,500

A. Lagos - - - - 35,000 48,000 - $83,000 R. Parrab3 30,462 - - - 2,742 69,200 - $102,403 D. Mandel2 3,497 - - - - 16,000 - $19,497 Other key management personnel of the Group

G. Reeves1 150,000 - - 20,518 - - $170,518 $449,882 $- $- $23,076 $109,424 $133,200 $- $715,582

1. Mr Geoff Reeves is the General Manager of InfoMaster Pty Ltd, a subsidiary company of the Group. 2. David Mandel was appointed as a director on 23 May 2011. The Cash, salary and commissions amounts include fees paid to a

company associated with David Mandel. 3. Rajiv Parrab was appointed as an executive director on 16 December 2010 and on 22 February 2011 was appointed to the position of

Executive chairman. Service Agreements Remuneration and other forms of employment for Directors and other key management personnel are formalised in service agreements. The major provisions of the agreements relating to remuneration are as follows: • Term of agreement; • Remuneration review by Remuneration and Nominations Committee; and • Termination benefit on early termination by the employer other than for gross misconduct Directors and Officers liability insurance The Directors and other key management personnel of Sirius Corporation Limited and its Controlled Entities are indemnified through appropriate insurance cover. Directors' and other key management personnel remuneration excludes insurance premiums of $15,596 paid by the parent entity in respect of Directors' and officers' liability insurance contracts as the contracts do not specify premiums paid in respect of individual Directors and officers. Information relating to insurance contracts is set out in the Directors' report. Indemnification of Directors and officers During the financial year, Sirius Corporation Limited paid a premium of $15,596 to insure all Directors and Officers (including employees) of the Group against legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors and Officers in their capacity. F

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Non-audit services The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • All non-audit services are reviewed and approved by the Audit Committee prior to commencement to

ensure they do not adversely affect the integrity and objectivity of the auditor; and • The nature of the services provided do not compromise the general principles relating to auditor

independence as set out in APES 110 Code of Ethics for Professional Accountants. The following fees for non-audit services were paid / payable to the external auditor during the year ended 30 June 2012: • Taxation Services: $64,171 • Due Diligence Services: $ 6,948 Auditor’s independence declaration The auditor’s independence declaration as required under section 307C of the Corporations Act 2001, is set out on page 13. Signed in accordance with a resolution of the Board of Directors

Rajiv (Raju) Parrab Anthony (Tony) Onsley Non-Executive Chairman Managing Director and Group CEO Melbourne 28 September 2012 Melbourne 28 September 2012

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RSM Bird Cameron Partners Level 8 Rialto South Tower 525 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 3 9286 1800 F +61 3 9286 1999 www.rsmi.com.au

13 Liability limited by a scheme approved under Professional Standards Legislation

Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036

RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Sirius Corporation Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii) any applicable code of professional conduct in relation to the audit. RSM BIRD CAMERON PARTNERS P A RANSOM Partner Melbourne, VIC 28 September 2012

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Corporate Governance Statement

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The Sirius Board aims for best practice in the area of corporate governance. Our main corporate governance and Board practices in place during fiscal year 2012 are described in this section and, where appropriate, elsewhere in our annual report. Further information regarding our corporate governance and Board practices can be found at our website, www.sirius.com.au. Sirius complies, within the limits of the Group’s size and resources, with the ASX Corporate Governance Council’s (the Council) “Corporate Governance Principles and Recommendations”. These provisions require listed companies to report on their main corporate governance practices and require a company to highlight any areas of departure from the Recommendations of the Council and explain that departure. Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 Formalise and disclose the functions reserved to the Board and those delegated to senior executives and disclose those functions. Recommendation 1.2 Companies should disclose the process for evaluating the performance of senior executives. The Board of Directors has been charged by members to oversee the affairs of the Group to ensure that they are conducted appropriately and in the interests of all members. The Board defines the strategic goals and objectives of the Group, as well as broad issues of policy, and establishes an appropriate framework of corporate governance within which Board members and management must operate. The Board is proactively involved with management in key matters of strategic direction. The Board defines the strategic goals and objectives of the Group and the Board has delegated to the Managing Director responsibility for the formulation of strategy and management of the day-to-day operations and administration of the Group, consistent with the objectives and policies set down by the Board. The Managing Director is directly accountable to the Board for the performance of the management team. The Non-Executive Chairman of the Board and the Remuneration and Nomination Committee conduct a formal performance evaluation of the Board and its members and the performance is evaluated constantly at monthly meetings. It is planned for a more formal process to be conducted again in the first half of the 2013 financial year. Each Director will submit self-assessment documents, in an ongoing review of Board and Committee policy and practices. In addition, each executive is subject to a six monthly performance review as part of his or her employment agreement. The Remuneration and Nomination Committee have set down a formal process for the performance evaluation of the Managing Director. The long term and short term strategic business plan is set at the commencement of each financial year along with budgets and cash flow. The Managing Director is responsible for achieving these goals and the performance is measured monthly, half yearly and annually. The short term and long term incentives are set to encourage, motivate and reward exceptional performance of the Managing Director and the Group.

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Corporate Governance Statement (Continued)

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Principle 2: Structure the Board to add value Recommendation 2.1 A majority of the Board should be independent Directors. Recommendation 2.2 The chair should be an independent Director. Recommendation 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. Recommendation 2.4 The Board should establish a Nomination Committee. Recommendation 2.5 Companies should disclose the process for evaluating the performance of the Board, its committees and individual directors. The Board currently comprises of a Non-Executive Chairman, (Rajiv Parrab), Managing Director, (Tony Onsley) and one Non- Executive Director (David Mandel). The majority of the Board does not comprise of independent Directors, nor is it chaired by an independent Director. The Board’s present policy, taking into account the size of the Group, its operations and immediate history, is that the Board should possess an appropriate mix of relevant industry skills, perspective and/or other business experience. It will seek to comply with the Recommendations as set out under Recommendation 2.1 and 2.2 as the Group’s operations develop further. The Board may be increased to up to seven Directors. The evaluation of the skills of the Board is an ongoing exercise. The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of this Annual Report are set out in the Directors’ Report. Where a vacancy arises or it is considered appropriate to increase or decrease the size of the Board, the Remuneration and Nomination Committee, consisting of Mr Parrab (Chairman of this Committee) and Mr Mandel proposes nominations at the first instance. All such nominations are reviewed and, if suitable, are ratified by the full Board. The Remuneration and Nomination Committee’s Charter, as approved by the Board of Directors, is available on the Group’s website in the Corporate Governance section. The Directors’ terms of appointment are governed by the Constitution of the Company. A Director appointed to fill a casual vacancy, or as an addition to the Board, only holds office until the next general meeting of members and must then retire. After providing for the foregoing, one-third of the remaining Directors (excluding an appointed Managing Director) must retire at each Annual General Meeting of members. The term of office held by each Director in office at the date of this Annual Report is set out in the Directors’ Report. All Directors of the Group have direct access to the management of the Group and, where necessary, to external advisers.

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Principle 3: Promote ethical and responsible decision-making Recommendation 3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to:

The practices necessary to maintain confidence in the Group’s integrity; Recommendation 3.1 • The practices necessary to take into account their legal obligations and the reasonable expectations of their

stakeholders; and • The responsibility and accountability of individuals for reporting and investigating reports of unethical

practices. The Group has a long established Code of Conduct (Reference Staff Handbook & Policy Manual Issue 21) expressing our values and expectations of all employees together with a large range of specific policies. The Board also ensures: • Compliance with all Laws and Regulations; • Protection of Group assets; • Accounting that provides a true picture of the Group’s position; • Attention to Auditor recommendations and processes; • Attention to areas of potential conflict of interest; and • Public statements only by the Chairman or Managing Director. Recommendation 3.2 Disclose the policy concerning trading in Company securities by directors, officers and employees. The Group’s Share Trading Policy, as approved by the Board, with specified trading restrictions, has been posted on the Group’s website in the Corporate Governance section. Principle 4: Safeguard integrity in financial reporting Recommendation 4.1 The Board should establish an Audit Committee. Recommendation 4.2 Structure the Audit Committee so that it consists of: • Only non-executive Directors; • A majority of independent Directors; • An independent chairperson, who is not chairperson of the Board; and • At least three members. Recommendation 4.3 The Audit Committee should have a formal charter. The Group has an Audit Committee. The Audit Committee currently comprises of Non-Executive Directors, being Mr Mandel (Chairman of this committee), Mr Parrab and MD/CEO Mr Onsley. Their qualifications, expertise and experience are set out in the Directors’ Report. External auditors and other consultants may be invited to attend Audit Committee meetings at the discretion of the Audit Committee. The number of Audit Committee meetings attended by each of the members is set out in the Directors’ Report. The Audit Committee’s Charter, as approved by the Board, has been posted to the Group’s website in the Corporate Governance section.

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Principle 5: Make timely and balanced disclosure Recommendation 5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance and disclose those policies or a summary of those policies. The Group’s ASX Disclosure Compliance Policies and Procedures, as approved by the Board, are available on the Group’s website in the Corporate Governance section. Principle 6: Respect the rights of shareholders Recommendation 6.1 Design and disclose a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. Information is communicated to the members through compliance with ASX Listing Rules and the Corporations Act 2001, by way of the Annual Report, Half-Yearly Report, the Annual General Meeting and other meetings that may be called to obtain approval for Board recommendations. The Group does not have a formal policy in place in respect to this. Principle 7: Recognise and manage risk Recommendation 7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. Recommendation 7.2 The Board should require management to design and implement the risk management and internal control system to manage the Group’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Group’s management of its material business risks. The Audit Committee and the Directors continually monitor areas of significant business risk, recognising that there are inherent risks associated with the provision of goods and services relating to the Information Technology industry. Specifically, in relation to risk oversight, the Board is conscious of its responsibilities to: ensure compliance in legal, statutory and ethical matters; monitor the business environment; identify business opportunities; and monitor the systems established to ensure proper and appropriate responses to member complaints and enquiries. In relation to risk management, the Audit Committee Charter and the Risk Management Policy, as approved by the Board, are available on the Group’s website in the Corporate Governance section. Management reports to the Board at each board meeting on the risk profile of the business. The Board is still in the process of designing better risk management procedures and as such management had not yet reported to the Board as to the effectiveness of the Group’s management of its material business risks.

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Recommendation 7.3 The Board should disclose whether it has received assurance from The Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with Section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The Chief Executive Officer and Chief Financial Officer (or equivalent) state to the Board in writing that: • The statement given in accordance with best practice Recommendation 4.1 (the integrity of financial

statements) is founded on a sound system of risk management and internal compliance and control which implements the policies of the Board.

• The Group’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board should establish a Remuneration Committee. A Remuneration and Nomination Committee has been established by the Board and comprises three Directors, being the current Non-Executive Directors, Mr Parrab (Chairman of this committee), and David Mandel, and the Managing Director Anthony Onsley. The number of Remuneration and Nomination Committee meetings attended by each of the members is as set out in the Directors’ Report. The Remuneration and Nomination Committee’s Charter, as approved by the Board, is available on the Group’s website in the Corporate Governance section. Recommendation 8.2 Companies should clearly distinguish the structure of non-executive director’s remuneration from that of executive directors and senior executives. Remuneration policy and procedures have been developed by the Remuneration and Nomination Committee. The Group is required under the Corporations Act 2001 to provide a remuneration report to shareholders detailing the Group’s remuneration policies and to seek a non-binding resolution on the report at the Group’s Annual General Meeting. The Constitution of the Company provides that the aggregate remuneration of all Non-Executive Directors, in their capacity as Directors, must not exceed $300,000 per annum, or such other sum as the Group in general meeting may approve. This amount is to be apportioned amongst them in such manner as the Directors agree and, in default of agreement, equally. Non-Executive Directors who chair any of the Board Committees do not receive additional remuneration for such duties. Non-Executive Directors are entitled to payment of one month’s Director’s fees plus superannuation entitlement should they retire less than one year from commencement. After one year from initial appointment, non-executive Directors become entitled to payment of 1 years’ Director’s fees plus superannuation entitlement upon retirement. Executive Directors have varying terms and conditions of employment depending on the nature of the executive role being performed for the company in addition to their director duties and responsibilities. At the date of this report the only executive director employment agreement in place was for the current Managing Director who has a 6 month notice period for the termination of his contract that can be affected by either party.

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Diversity Sirius Corporation Limited as a small cap entity seeks to optimize its operating capabilities and staffing numbers relative to its needs to develop its products and service its customers.. It recognises the value contributed to an organization by employing or engaging people with varying skills, cultural backgrounds, ethnicity and professional experience. Sirius believes that the quality of the workforce is the key to its continued growth, improved productivity and performance. As at the date of this report, apart from the members of the Board of Directors (3), the Company has 39 employees. The Company actively values and embraces the diversity of our employees and is committed to creating an inclusive workplace where all are treated equally and fairly, and where discrimination, harassment and inequity are not tolerated. While Sirius is committed to fostering diversity at all levels, the professional industry experience and quality of performance has been and continues to be a priority for the Company in engaging services to carry out the Company’s works programme. To this end, the Company supports and complies with the recommendations contained in the ASX Corporate Governance Principles and Recommendations. The Company has established a diversity policy outlining the Board’s measurable objectives for achieving diversity. This is assessed annually to measure the progress towards achieving those objectives. The diversity policy is available in the corporate governance section on the Company’s website. Broadly, the Company’s measurable objectives are as follows:

• Sirius states and re-states where necessary that there are no forms of discrimination / bias in considering anyone for a position with the Company, i.e. on grounds of gender; age; physical appearance; origins; race; religion; marital status; sexual preference; pregnancy or likely pregnancy; political leaning; disabilities;

• All new appointments or promotion / career enhancement and remuneration be on the basis of merit and ability to carry out the work responsibilities;

• Within the broad ambit of ensuring that the Company’s activities are best developed and to ensure harmony of working within the Company that there be flexibility in working hours to enable domestic / private lives to allow for a balance between professional careers and family life;

• Consideration be given to job sharing in such circumstances where it is mutually feasible; The table below outlines the diversity within Sirius Corporation Limited:

Level Male No.

%

Female No.

%

Total No.

%

Board

3

10.7

0

0.0

3

7.1

Management Personnel 5 17.9 1 7.1 6 14.3 Other Personnel 20 71.4 13 92.9 33 78.6 Total 28 100.0 14 100.1 42 100.0 Female 14 33.3 Male 28 66.6 Total 42 100.0

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Consolidated Statement of Comprehensive Income

As at 30 June 2012

The accompanying notes form part of these financial statements. 20

Note 2012

$ 2011

$ Revenue from continuing operations 6 5,966,104 3,715,108 Cost of goods sold (97,116) (140,897) Operating lease payments (excl occupancy) (12,208) (15,083) Telecommunication carrier expenses (142,806) (98,347) Employee benefits, other labour & related expenses (5,415,355) (3,406,166) Occupancy expenses (586,836) (526,939) Travel, accommodation and entertainment expenses (273,516) (207,360) Professional fees (non-director related) (212,127) (108,112) Insurance (62,892) (51,739) Borrowing cost expenses 7 (184,110) (12,741) Other expenses from operating activities (286,827) (293,462) Marketing expenses (238,400) (36,383) Depreciation expenses 7 (68,659) (78,741) Amortisation expenses 7 (559,529) (1,542,159) Impairment expense 7 - (2,132,112) Acquisition expenses (26,436) (206,799)

Profit/ (Loss) before income tax expense (2,200,713) (5,141,932) Income tax (expense) / benefit 8 - -

Profit/(loss) for the year (2,200,713) (5,141,932)

Net Profit/(loss) for the period attributable to members of:

Sirius Corporation Limited (2,200,713) (5,141,932)

Other comprehensive income - -

Total comprehensive income for the year 21 (2,200,713) (5,141,932) Earnings Per Share:

Continuing operations: Basic earnings per share (cents per share) 33 (0.90) (4.04) Diluted earnings per share (cents per share) (0.78) (i) (i) Not materially different to basic earnings per share

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Consolidated Statement of Financial Position

As at 30 June 2012


Note 2012

$ 2011

$

ASSETS

Current Assets Cash and Cash Equivalents 9 518,272 255,498 Trade and Other Receivables 10 1,203,768 1,336,929 Other 11 171,216 228,645

Total Current Assets 1,893,256 1,821,072

Non Current Assets Property Plant and Equipment 12 141,363 286,820 Intangible Assets 13 2,157,519 1,294,494 Investments on Deposit - 144,771

Total Non Current Assets 2,298,882 1,726,085

TOTAL ASSETS 4,192,138 3,547,157

LIABILITIES

Current Liabilities Trade and Other Payables 14 1,843,314 2,050,932 Borrowings 15 1,154,645 - Provisions 16 113,986 - Other 17 1,775,727 1,447,545

Total Current Liabilities 4,887,672 3,498,477

Non Current Liabilities Provisions 18 144,259 68,570 Other 19 335,000 560,158

Total Current Liabilities 479,259 628,728

TOTAL LIABILITIES 5,366,931 4,127,205

NET ASSETS (1,174,793) (580,048)

EQUITY Contributed Equity 20 13,636,115 12,030,147 Accumulated Losses 21 (14,810,908) (12,610,195)

TOTAL EQUITY (1,174,793) (580,048) F

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Consolidated Statement of Changes in Equity



Note Issued capital

$

Accumulated Profits/(Losses)

$ Total

$ 2011 Balance at 1 July 2010 10,858,299 (7,468,263) 3,390,036 Profit/(Loss) for the financial year - (5,141,932) (5,141,932) Shares issued 1,171,848 - 1,171,848

Balance at 30 June 2011 12,030,147 (12,610,195) (580,048)

2012

Balance at 1 July 2011 12,030,147 (12,610,195) (580,048) Profit/(Loss) for the financial year - (2,200,713) (2,200,713) Shares issued 1,605,968 - 1,605,968

Balance at 30 June 2012 13,636,115 (14,810,908) (1,174,793)

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Consolidated Statement of Cash Flows



Note 2012

$ 2011

$

Cash from operating activities:

Receipts from customers (inclusive of GST) 6,847,739 4,970,289 Payments to suppliers and employees (inclusive of GST) (9,155,216) (5,124,979) Interest received 11,125 9,154 Finance costs (21,969) (12,741) Payments for acquisition expenses - (59,774) Receipt from R&D Grant 479,424 - Insurance Recoveries 135,000 - Net cash inflow/(outflow) from operating activities 32 (1,703,897) (218,051) Cash flows from investing activities: Payments for property plant and equipment (33,362) (6,812) Payments for acquisition costs (96,215) - Purchase of subsidiary 29 (571,995) - Purchase of debt (75,000) - Payments for development costs - (1,138,434) Proceeds from investments 144,771 - Net cash (outflow) from investing activities (631,801) (1,145,246) Cash flows from financing activities: Receipts from bank borrowings 250,000 - Repayment of bank borrowings (250,000) (12,593) Proceeds from rights issue 1,723,567 1,196,158 Payments for rights issue costs (65,480) - Receipt of unsecured loans 2,705,000 - Repayment of unsecured loans (1,707,032) - Repayment of interest on unsecured loans (57,583) - Net cash provided by (used in) financing activities 2,598,472 1,183,565 Net increase (decreases) in cash held 262,774 (179,732) Cash at beginning of financial year 255,498 435,230 Cash at end of financial year 9 518,272 255,498

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Notes to the Financial Statements for the Year Ended 30 June 2012

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1. Summary of significant accounting policies The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. These consolidated financial statements and notes represent those of Sirius Corporation Limited and controlled entities. Sirius Corporation Limited and its subsidiaries together are referred to in this financial report as the Group or the Consolidated Entity. The separate financial statements of the parent entity, Sirius Corporation Limited, have not been presented within this financial report as permitted by amendments made to the Corporations Act 2001 effective as at 28 June 2010. (a) Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Accounting Standards Interpretations and the Corporations Act 2001. Compliance with IFRSs The consolidated financial statements of Sirius Corporation Limited comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Historical cost convention These financial statements have been prepared under the historical cost convention. (b) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Sirius Corporation Limited as at 30 June 2012 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Transactions eliminated on consolidation Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (c) Income tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

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(c) Income tax (continued) Deferred income tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future tax profits will be available to utilise those temporary differences and losses. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. Current and deferred tax is recognised in profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Sirius Corporation Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the Group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and tax credits, which are immediately assumed by the parent entity. The Group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2005. The tax consolidated group has entered a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. (d) Property, plant and equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Plant and Equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The expected useful life of plant and equipment ranges from 3 to 15 years. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Comprehensive Income. (e) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the economic entity, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

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(e) Leases (continued) Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. (f) Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. (g) Impairment of Assets The Group reviews the carrying values of its tangible and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This assessment is carried out at least annually. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Comprehensive Income. (h) Intangible Assets (i). Customer maintenance and hosting contracts Customer contracts acquired as part of a business combination are recognised separately from goodwill. The customer contracts are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Fair value is assessed based on the income streams generated from customer contracts after allowing for costs specific to the generation of those income streams. In the assessment of the carrying value of intangible assets costs not related to the generation of the contract related income streams were excluded. These intangible assets are separable from the businesses to which they relate and have been assessed on this basis. Amortisation is calculated based on the timing of projected cash flows of the contracts over their estimated useful lives, which at present are 7.5 years. (ii). Software Software acquired as part of a business combination is recognised separately from goodwill. The software acquired is carried at its fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated based on the timing of projected cash flows of the contracts over their estimated useful lives, which at present are 4 years. (i) Employee Benefits (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

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(i) Employee Benefits (continued) Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. (ii) Other long term employee benefit obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months of the reporting date is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. (iii) Superannuation Contributions to the employee superannuation plan are charged as expenses as the contributions are paid or become payable. (j) Business Combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired, is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate of which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognised in profit and loss. (k) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of resources will result and the amount can be reliably measured. (l) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the Statement of Financial Position. F

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(m) Revenue Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. Deferred revenue for maintenance contracts is recognised in equal amounts over the period for which support is to be provided to a customer, either quarterly or annually. All revenue is stated net of the amount of goods and services tax (GST). (n) Borrowing costs Borrowing costs are expensed in the Statement of Comprehensive Income in the period in which they are incurred. (o) Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year, which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition. (p) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (q) Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the year ended 30 June 2012 the Company and Consolidated entity reported operating losses of $1,342,217 and $2,200,713 respectively and the Consolidated Entity reported cash outflows from operations of $1,703,897. As at year end the Company and Consolidated Entity had net current asset deficiencies of $913,299 and $2,994,416 respectively and the Consolidated Entity had a net asset deficiency of $1,174,793. The Consolidated Entity has prepared budgets and cash flow forecasts for the next 12 months from the date of this report which indicate both the company and consolidated entity will be cash flow positive during this period. The directors are also actively pursuing other investment opportunities to improve the cash flows and working capital of the business. Should cash flows not be achieved as forecast during the course of the year, including the receipt of research and development taxation claims, there is a likelihood that additional funding will be required from either investors or existing shareholders to meet cash deficiencies during the year. In the event that forecast revenue is not achieved, notwithstanding any cost restructuring that could be undertaken, and other investment opportunities are not achieved, and should additional funding not be available from investors or shareholders to meet consequent funding requirements, there would be significant uncertainty as to whether the Company and Consolidated Entity would continue as going concerns and therefore whether they would realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. At 30 June 2012 the Consolidated Entity had unsecured loans of $1,154,645 (including accrued interest), which incur an interest charge of 15% pa. The interest is calculated daily, capitalised quarterly and payable upon maturity of the loans. The loan term expires on 30 June 2013. The Consolidated Entity has prepared a detailed budget analysis and cash flow forecasts which indicate that it will be in a position to repay the loans at the expiry dates. In the event the budgets and cash flow forecasts are

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(q) Going Concern (continued) not achieved it may be necessary to negotiate an extension of the unsecured loans (or part thereof) beyond the expiry date of 30 June 2013. If an extension of the unsecured loans expiry date is required, but is not agreed with the unsecured loan holders, the Company and Consolidated Entity may not be able to continue as going concerns and therefore may be unable to realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial statements. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary if the Company or Consolidated Entity do not continue as going concerns. (r) New and Revised Accounting Standards and Interpretations At the date of this financial report, AASB 9, AASB 10, AASB 11, AASB 12, AASB 13, AASB 119, AASB 127, AASB 128, AASB 1053, AASB 2009-11, AASB 2010-2, AASB 2010-7, AASB 2010-8, AASB 2010-10, AASB 2011-2, AASB 2011-3, AASB 2011-4, AASB 2011-6, AASB 2011-7, AASB 2011-8, AASB 2011-9, AASB 2011-10, AASB 2011-11, AASB 2011-12, AASB 2011-13, AASB 2012-1, AASB 2012-2, AASB 2012-3, AASB 2012-4, AASB 2012-5, AASB 2012-6, AASB 2012-7 and IFRIC Interpretation 20, which may impact the entity in the period of initial application, have been issued but are not yet effective. These new standards and interpretations have not been applied in the presentation of this financial report. Other than changes to disclosure formats, it is not expected that the initial application of these standards and interpretations in the future will have any impact. 2. Financial Risk Management The Group's activities expose it to a variety of financial risks; market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by the Board of Directors under policies approved by them. The Board identifies, evaluates and hedges financial risks. The Board provides written principles for overall risk management, as well as written policies covering specific areas. Credit risk The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The ageing of the Group’s trade and other receivables at the reporting date is detailed below:

2012

$ 2011

$ Current 825,053 287,853

30 - 60 days 122,441 5,137

60 - 90 days 227,648 918,833

More than 90 days 28,626 125,106

1,203,768 1,336,929

There are no material past due amounts.

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2. Financial Risk Management (continued) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close-out market positions. The Group manages its liquidity risk through monitoring updated cash flow forecasts. Interest rate risk exposure The Consolidated Entity's exposure to interest rate risk, and the effective weighted average interest rate by maturity periods for each class of financial asset or liability, is set out below. Exposures arise predominantly from assets and liabilities bearing variable interest rates, as the Consolidated Entity intends to hold fixed rate assets and liabilities to maturity. Borrowings have fixed interest arrangements and are therefore not subject to interest rate variation. Borrowings are due for repayment at 30 June 2013.

1 year or less Over 1 to 5 years

2012 Floating interest rate

Fixed Interest Rate

Non-Interest Bearing


Total

$ $ $ $ $ Financial assets Cash and deposits 266,267 - 252,005 - 518,272 Current receivables - - 1,203,768 - 1,203,768 266,267 - 1,455,773 - 1,722,040 Weighted average interest rate 3.50% Financial liabilities Trade and other payables - 615,447 1,227,867 335,000 2,178,314 Borrowings - 1,154,645 - - 1,154,645 - 1,770,092 1,227,867 335,000 3,332,959 Weighted average interest rate 13.00% 0.00% Net financial assets (liabilities) 266,267 (1,770,092) 227,906 (335,000) (1,610,919)

1 year or less Over 1 to 5 years

2011 Floating interest rate

Fixed Interest Rate



Total

$ $ $ $ $ Financial assets Cash and deposits 255,498 - - - 255,498 Current receivables - - 1,336,929 - 1,336,929 255,498 - 1,336,929 - 1,592,427 Weighted average interest rate 4.18% Financial liabilities Trade payables - - 1,109,638 - 1,109,638 Borrowings - - - - - - - 1,109,638 - 1,109,638 Weighted average interest rate Net financial assets (liabilities) 255,498 - 227,291 - 482,789

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2. Financial Risk Management (continued) Net fair value of financial assets and liabilities On-balance sheet The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the Consolidated Entity approximates their carrying value. 3. Critical Accounting Estimates and Judgements Impairment testing of Intangible Assets The Directors have reviewed the recoverability of the intangible assets. The recoverable amount of the intangible assets has been based on value in use calculations. These calculations require the use of assumptions. The key assumptions used in the impairment testing model are: • Customer retention of the maintenance and hosting revenue base of 90% - 93%; • Wage inflation rate to be maintained at 5%; • Annual CPI increase in maintenance revenue at 4%; and • Tax rate of 30%. Based on the calculations, the Directors determined not to impair the carrying value of intangible assets during the 2012 financial year.

4 Segment Information

Management has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The Board of Directors has identified four reportable segments. Corporate consists of the compliance aspect of a public company such as the finance, human resources, IT and directors' costs. This segment provides management services to the other three segments being SMS, InfoMaster and Pinnacle. The SMS division provides help-desk and operator services to government departments. The InfoMaster business is a provider of on-line tools for planning and development assessment and asset management software for governments and corporate clients. Pinnacle Software provides specialised systems and support services such as asset management software and mobile web applications to a wide range of organizations in the public, private and corporate sectors. The Board of Directors monitors the performance of all the segments which is why the four segments are being reported separately. The segment information provided to the Board of Directors, for the reportable segments for the year ended 30 June 2012, is as follows:

Corporate

$

SMS

$

InfoMaster

$

Pinnacle

$

Total

$ Revenue from external customers 161,386 439,729 3,774,943 1,590,046 $5,966,104

Reportable segment profit/(loss) before tax (1,468,583) 126,366 (354,033) (504,463) $(2,200,713)

Total segment assets 493,515 15,828 2,035,320 1,647,475 $4,192,138

Total segment liabilities 2,761,611 91 1,804,090 801,139 $5,366,931

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4 Segment Information (continued) The segment information provided to the Board of Directors, for the reportable segments, for the year ended 30 June 2011, is as follows:

Corporate

$

SMS

$

InfoMaster

$

Pinnacle

$

Total

$ Revenue from external customers 328,506 604,058 2,782,544 - $3,715,108

Reportable segment profit/(loss) before tax (1,601,964) 203,694 (3,743,662) - $(5,141,932)

Total segment assets 437,882 49,974 3,059,301 - $3,547,157

Total segment liabilities 1,611,425 47,726 2,468,055 - $4,127,206

5 Parent Entity Disclosures

The following information has been extracted from the books and records of the parent and has been prepared in accordance with the accounting standards. (a) Financial Information

2012

$ 2011

$ Profit/(loss) for the year (1,342,216) (1,398,268)

Total comprehensive income (1,342,216) (1,398,268) Current Assets 478,018 237,653

Total Assets 1,835,717 1,782,427

Current Liabilities 1,391,317 750,631

Total Liabilities 1,426,935 1,637,319

Shareholders’ Equity Issued Capital 13,636,037 12,030,147 Retained Earnings (13,227,255) (11,885,039)

Total Equity 408,782 145,108 (b) Commitments and Contingencies

Sirius Corporation Limited has no commitments to acquire property, plant and equipment, and has no contingent liabilities.

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2012

$ 2011

$

6 Revenue

Services 5,954,979 3,705,954

5,954,979 3,705,954

Other Revenue

Interest Received 11,125 9,154

Total Revenue 5,966,104 3,715,108

7 Operating Profit/(Loss)

Net profit/(loss) and expenses

Profit (loss) before income tax includes the following specific expenses:

Depreciation Plant and equipment 68,659 78,741

Total Depreciation 68,659 78,741

Impairment

Deferred IT development - 2,132,112

Total Impairment - 2,132,112

Amortisation

Deferred IT development - 927,862

Customer maintenance contracts 559,529 369,856

Software - 244,441

Total Amortisation 559,529 1,542,159

Finance costs

Interest and finance charges paid/payable 184,110 12,741

Rental expense relating to operating leases

Minimum lease payments 541,498 486,915

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8 Income tax

(a) The income tax expense/(benefit) for the financial year differs from the amount calculated on the profit (loss). The differences are reconciled as follows:

2012

$ 2011

$

Profit/(loss) from ordinary activities before income tax expense (2,200,713) (5,141,932)

Income tax calculated @ 30% (660,214) (1,542,580)

Deferred tax assets written off - -

Deferred tax asset not brought to account 660,214 1,542,580

Income tax (benefit) - -

(b) Tax losses:

Approximate unused tax losses for which no deferred tax asset has been recognised

3,788,722 2,234,821

Potential tax benefit 1,136,617 670,446

9 Current Assets – Cash and cash equivalents

Cash at bank and on hand 518,272 255,498

10 Current Assets – Trade and other receivables

Trade receivables 1,203,768 1,336,929

1,203,768 1,336,929

11 Current Assets – Other

Deposits - 1,941

Prepayments 21,505 33,614

Accrued Income 70,053 193,090

Sundry Debtors 79,658 -

171,216 228,645

The deposits are non-interest bearing.

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Leasehold

Improvements Plant and

Equipment Total

Consolidated

Carrying amount at 1 July 2011 104,664 182,156 286,820

Net additions / (reductions) (75,723) (1,074) (76,798)

Depreciation / amortisation expense (3,170) (65,490) (68,659)

Carrying amount at 30 June 2012 25,771 115,592 141,363

Consolidated

Carrying amount at 1 July 2010 114,086 249,817 363,903

Net additions / (reductions) - 1,657 1,657

Depreciation / amortisation expense (9,422) (69,318) (78,740)

Carrying amount at 30 June 2011 104,664 182,156 286,820

12 Non-Current Assets – Property, Plant and Equipment

2012

$

2011

$

Leasehold Improvements

At Cost 69,126 154,570

Less: Accumulated amortisation (43,355) (49,906)

Total leasehold improvements 25,771 104,664

Plant and equipment

At Cost 4,315,810 4,318,420

Less: Accumulated amortisation (4,200,218) (4,136,264)

Total plant and equipment 115,592 182,156

Total property, plant and equipment 141,363 286,820

Reconciliations Reconciliation of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below.

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2012

$ 2011

$

13 Non-Current Assets – Intangible Assets

Customer maintenance and hosting contracts 4,196,471 2,773,917

Less: Accumulated amortisation (2,038,952) (1,479,423)

2,157,519 1,294,494

Total Intangible Assets 2,157,519 1,294,494

14 Current liabilities – Trade and other payables

Trade payables 1,156,782 1,109,638

Other payables 686,532 941,294

1,843,314 2,050,932

15 Current liabilities – Borrowings

Unsecured Loans – interest bearing 1,154,645 -

1,154,645 -

16 Current liabilities – Provisions

Employee benefits – long service leave 113,986 -

113,986 -

17 Current liabilities – Other

Income in advance 1,775,727 1,447,545

1,775,727 1,447,545

18 Non-Current liabilities – Long Term Provisions

Employee benefits - long service leave 144,259 68,570

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2012

$ 2011

$

19 Non-Current liabilities – Other

Other payables 335,000 560,158

20 Contributed Equity

a) Ordinary Shares

Fully paid 13,636,115 12,030,147

b) Movements in ordinary share capital

Details Date Number of

Shares $ Opening balance - issued shares 1 July 2011 170,311,180 12,030,147 Additions - Directors special project work 28 October 2011 10,152,000 126,900 Additions - Non renounceable rights issue 6 December 2011 127,733,385 1,479,068

Balance - issued shares 30 June 2012 308,196,565 13,636,115 On 30 November 2011 at the Annual General Meeting the company issued 10,152,000 ordinary shares at $0.0125 each to the directors for special project work. Also, on 6 December 2011 the company issued 127,733,385 ordinary shares at $0.0125 each to shareholders upon completion of the non renounceable rights issue. The funds received are net of expenses associated with the cost of the non renounceable rights issue. c) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of an issued ordinary share present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. As at 30 June 2012 there were 308,196,565 fully paid shares. d) Options

On 6 December 2011 the company issued 63,866,689 ordinary shares at $0.0125 each to shareholders upon completion of the non renounceable rights issue. The options expire 9 December 2014.

2012 $

2011 $

21 Accumulated Losses

Accumulated losses at the beginning of the financial year (12,610,195) (7,468,263)

Net profit/(loss) attributable to members of Sirius Corporation Limited (2,200,713) (5,141,932)

Accumulated losses at the end of the financial year (14,810,908) (12,610,195)

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2012

$ 2011

$

22 Franking Credits

Franking credits available for subsequent financial years based on a tax rate of 30% 279,000 279,000

The above amounts represent the balances of the franking account as at the end of the financial period, adjusted for:

a) franking credits that will arise from the payment of income tax payable as at the end of the period; b) franking debits that will arise from the payment of dividends proposed as at the end of the period;

and c) franking credits that may be prevented from being distributed in the subsequent year.

23 Key Management Personnel (KMP)

Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or payable to each member of the Groups key management personnel for the year ended 30 June 2012.

(a) Directors

Names and positions held of KMP in office at any time during the financial year are:

Key management person Position

Rajiv Parrab Executive Chairman (1 July 2011 to 29 November 2011), Non-Executive Director (30 November 2011 to 6 December 2011), Executive Chairman (7 December 2011 to 12 February 2012), Non-Executive Chairman (13 February 2012 to 30 June 2012).

Francesco Licciardello Executive Director (1 July 2011 to 16 November 2011), Non-Executive Director (17 November 2011 and held until the expiry of the Annual General Meeting on 30 November 2011).

Arthur Lagos Executive Director (1 July 2011 to 31 October 2011), Non-Executive Director (1 November 2011 and held until the expiry of the Annual General Meeting on 30 November 2011).

David Mandel Executive Director (1 July 2011 to 29 November 2011), Non-Executive Director (30 November 2011 to 6 December 2011), Executive Director (7 December 2011 to 12 February 2012), Non-Executive Director (13 February 2012 to 30 June 2012).

Keith Goss Executive Chairman (appointed 30 November 2011, resigned 6 December 2011).

Anthony Onsley Managing Director and Group CEO (appointed 13 February 2012).

Other KMP

Other KMP had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year.

Geoff Reeves General Manager - InfoMaster Pty Ltd (resigned 6 September 2011)

Andrew Lutterbeck

Martin O’Connor

CEO - Infomaster Pty Ltd (appointed 6 September 2011)

CEO - Pinnacle Pty Ltd (appointed 1 July 2011)

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23 Key Management Personnel (KMP) (continued)

2012 $

2011 $

(b) KMP compensation summary

Short-term employee benefits 980,324 449,882

Termination benefits 49,640 23,076

Post-employment benefits 64,864 109,424

Other short-term employee benefits - 133,200

Share-based payments - -

1,094,828 715,582

(c) Equity instrument disclosures relating to KMP (i) Options provided as remuneration and shares issued on exercise of such options.

Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in the Remuneration Report within the Directors' Report.

(ii) Options holdings

Mr Onsley will be issued 10,000,000 options pending approval at the upcoming Annual General Meeting. The options have an exercise price of $0.035 each and vest in equal thirds on each anniversary of Mr Onsley’s commencement with the business and can be exercised within 3 years of each vesting date.

(iii) Share holdings The number of shares in the Group held during the financial year by each director of Sirius Corporation Limited and other key management personnel of the Group, including their personally related parties, are set out below.

Number of Shares held by KMP who remained in KMP roles as of the respective balance dates:

2012

Balance at start of year

1/07/2011 Capital

Consolidation

Acquired / (Disposed)

during the year

Balance at end of year

30/06/2012


Ordinary Shares

A. Onsley1 - - - -

D. Mandel 3,255,092 - 13,836,958 17,092,050

R. Parrab 11,630,666 - 10,938,200 22,568,866

Options

A. Onsley1 - - - -

D. Mandel - - 6,278,479 6,278,479

R. Parrab - - 2,953,100 2,953,100 1. Anthony Onsley commenced his position as Managing Director and Group CEO 13th February 2012.

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23 Key Management Personnel (KMP) (continued) Number of Shares held by KMP who remained in KMP roles as of the respective balance dates:

2011

Balance at start of year

1/07/2010 Capital

Consolidation

Acquired / (Disposed)

during the year

Balance at end of year

30/06/2011


F. Licciardello 1,972,683 - 691,510 2,664,373

K. Goss1 36,804,931 - 972,492 37,777,423

D. Mandel2 - - 3,255,092 3,255,092

R. Parrab3 513,000 - 11,117,666 11,630,666

A.Lagos 3,488,000 - 1,512,000 5,000,000

Options

Nil Options Issued

1. Keith Goss resigned from his position as Chairman Non-Executive Director on 22 February 2011. 2. David Mandel commenced his position Executive Director on 23rd May 2011. 3. Rajiv Parrab was appointed as an executive director on 16 December 2010 and on 22 February 2011 was appointed to the position of

Executive chairman.

24 Related Party Transactions

(a) Wholly owned Group

At the date of this report, the wholly-owned group consists of Sirius Corporation Limited, InfoMaster Pty Ltd, InfoMaster (NZ) Ltd (New Zealand based entity), Siricle Pty Ltd, Sirius Finance (Aust.) Pty Ltd, Sirius Budgets Pty Ltd and Pinnacle Software Pty Ltd.

(b) Controlling entities

The ultimate parent entity in the wholly owned group is Sirius Corporation Limited, a company incorporated in Australia.

(c) Amounts Outstanding from Related Parties Unsecured loans are made to the ultimate parent entity on an arm’s length basis. Repayment terms are set for each loan. Interest payable ranges from 9% to 15% and monthly principal and interest repayments are made over the term of the loans.

Loans from Related Parties

2012 $

2011

$

Beginning of the year - -

Loans advanced 355,000 -

Loan repayment (355,000) -

Interest charged 10,856 -

Interest paid (10,856) -

End of the Year - -

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24 Related Party Transactions (continued)

(d) Subsidiaries

Interests in subsidiaries are set out in note 25.

(e) Key management personnel

Disclosures relating to key management personnel are set out in note 23.

25 Investments In Controlled Entities

Name

Country of incorporation

Class of Shares

Percentage Owned

2012

Percentage Owned

2011

InfoMaster Pty Ltd Australia Ordinary 100% 100%

InfoMaster (NZ) Ltd New Zealand Ordinary 100% 100%

Pinnacle Software Pty Ltd Australia Ordinary 100% -

Siricle Pty Ltd Australia Ordinary 100% 100%

Sirius Budgets Pty Ltd Australia Ordinary 100% 100%

Sirius Finance (Aust.) Pty Ltd Australia Ordinary 100% 100%

26 Auditors' Remuneration

Remuneration for audit or review of the financial reports of the parent entity or any entity in the consolidated entity:

2012 $

2011 $

RSM Bird Cameron Partners

- Audit and review of the financial report 71,320 58,850

- Taxation services 64,171 11,000

- Due Diligence / Consulting services 6,948 90,025

Total remuneration of auditors 142,439 159,875

27 Contingencies

The parent entity and Group had no contingent liabilities as at 30 June 2012. For

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28 Capital and Leasing Commitments

2012

$ 2011

$ Operating Lease Commitments

Payable - minimum lease payments

- not later than 12 months 243,484 150,708

- between 12 months and 5 years 360,025 6,019

- greater than 5 years - -

603,509 156,727

2012

$

29 Acquisition of Entities

During the year a 100% ownership interest in Pinnacle Software Solutions Pty Ltd was acquired. Details of this transaction are:

Purchase consideration Consisting of: Cash consideration 865,000 Deferred consideration 485,000 Total consideration 1,350,000 Purchase consideration settled in cash 865,000 Less Cash and Cash Equivalents acquired (293,005) Cash outflow 571,995 Assets and liabilities held at acquisition date: Cash and Cash Equivalents 293,005 Trade and Other Receivables 378,000 Other Assets 71,318 Property, plant and equipment 37,123 Intangible Assets 1,422,554 Trade and Other Payables (57,000) Other Liabilities (720,000) Loan (75,000) Total Assets and liabilities held at acquisition date: 1,350,000

30 Events After the end of the Reporting Period

There are no events subsequent to balance date to report.

31 Economic Dependency

One client or customer accounts for 13% of the gross revenue of the Consolidated Entity, with the next rated client comprising 8.5% of the gross revenue in the wholly-owned Group.

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2012

$ 2011

$

32 Cash flow Information

(a) Reconciliation of cash flow from operations with profit after income tax

Operating profit (loss) after income tax (2,200,713) (5,141,932) Depreciation and amortisation 628,188 1,620,908 Write-off of plant & equipment 147,283 - Borrowing costs 162,141 - Acquisition expense 96,215 - Impairment on investment - 2,132,112 Change in operating assets and liabilities Trade and Other Receivables 511,161 956,347 Other Assets 128,747 (18,892) Trade and Other Payables (922,618) (62,193) Other Liabilities (231,976) - Provisions (22,325) 295,599 Net cash inflow (outflow) from operating activities (1,703,897) (218,051)

33 Earnings Per Share

Continuing operations

Basic earnings per share (cents per share) (0.90) (4.04)

Diluted earnings per share (cents per share) (0.78) (i) (i) Not materially different to basic earnings per share

Basic earnings per share

Net profit attributable to ordinary shareholders (2,200,713) (5,141,932)

2012 Number

2011 Number

Weighted average number of ordinary shares 244,267,750 127,153,704 For

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Directors’ Declaration

30 June 2012

44

In the Directors opinion: 1. the financial statements and notes set out on pages 20 to 43 are in accordance with the Corporations Act

2001 and: a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements; b) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the

financial year ended on that date of the company and Consolidated Entity; 2. as indicated in Note 1 (q), there are reasonable grounds to believe that the Group will be able to pay its

debts as and when they become due and payable; and 3. the financial statements and notes thereto also comply with International Financial Reporting Standards, as

disclosed in Note 1. The Director’s have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Group Financial Controller (Chief Financial Officer equivalent). This declaration is made in accordance with a resolution of the Board of Directors.

Rajiv (Raju) Parrab Anthony (Tony) Onsley Non-Executive Chairman Managing Director and CEO Melbourne 28 September 2012 Melbourne 28 September 2012

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RSM Bird Cameron Partners Level 8 Rialto South Tower 525 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 3 9286 1800 F +61 3 9286 1999 www.rsmi.com.au

45 Liability limited by a scheme approved under Professional Standards Legislation

Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036

RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

SIRIUS CORPORATION LIMITED Report on the Financial Report We have audited the accompanying financial report of Sirius Corporation Limited, which comprises the consolidated statement of financial position as at 30 June 2012, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

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Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Sirius Corporation Limited, would be in the same terms if given to the directors as at the time of this auditor's report. Opinion In our opinion: (a) the financial report of Sirius Corporation Limited is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1(q) in the financial report which indicates that the consolidated entity reported an operating loss after tax of $2,200,713 for the year ended 30 June 2012 and, at that date, had a working capital deficiency of $2,994,416 and a net asset deficiency of $1,174,793 and that the company reported an operating loss of $1,342,217 and a working capital deficiency of $913,299. In the event that cash flows are not achieved as forecast, it is likely that additional funding will be required from investors or existing shareholders. These conditions, along with other matters as set forth in Note 1(q), indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity’s and the company’s ability to continue as going concerns and, therefore, the consolidated entity and the company may be unable to realise their assets and discharge their liabilities in the normal course of business. Report on the Remuneration Report We have audited the Remuneration Report included in pages 7 to 11 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Sirius Corporation Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001. RSM BIRD CAMERON PARTNERS P A RANSOM Partner Melbourne, VIC

28 September 2012

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2012 2011 Statement of Security Holders as at 26 September 2012: (a) Number of holders of fully paid ordinary shares 331 320 % of total holding by or on behalf of twenty largest shareholders 85.83% 83.58% Distribution schedule of holdings: No of

Holders No of

Holders 1 - 1,000 7 5 1,001 - 5,000 91 92 5,001 - 10,000 63 67 10,001 - 100,000 95 93 100,001 and over 75 63 Holdings less than a marketable parcel 238 187 Voting rights: Ordinary shareholders upon a poll being taken are entitled to one vote for every fully paid share held.

(b) Substantial Shareholders Name No. of ordinary shares % ordinary shares Armada Trading Pty Ltd Dapali Superannuation Pty Ltd Mr Keith Goss Dixson Trust Pty Limited Mr Rajiv Parrab & Associates Chastain Corporate Pty Ltd

43,598,692 39,088,981 37,777,423 22,665,590 22,568,866 17,092,050

14.15 12.69 12.26 7.35 7.32 5.55

(c) Twenty Largest Shareholders Name No. of ordinary shares % ordinary shares Armada Trading Pty Ltd 43,598,692 14.15 Dapali Superannuation Pty Ltd 39,088,981 12.68 Mr Keith Goss 26,804,931 8.70 Dixson Trust Pty Limited 22,665,590 7.35 Chastain Corporate Pty Ltd 17,092,050 5.55 Kalighat Super Pty Ltd 17,057,976 5.53 Mr David Jacob Samuel Naphtali 14,550,572 4.72 Rf & Lf Mason Pty Ltd 12,255,806 3.98 Lassetter Management Pty Ltd 10,899,290 3.54 Apcs Investments (Act) Pty Ltd 10,000,000 3.24 Berne No 132 Nominees Pty Ltd 8,400,000 2.73 Mr Keith Mooring Goss 6,861,492 2.23 Citicorp Nominees Pty Limited 6,298,750 2.04 Mr Rajiv Parrab 5,510,890 1.79 Russel En Bakker B.V 5,000,000 1.62 Dunray Nominees Pty Ltd 4,834,200 1.57 Adcoy Corporation Pty Ltd 4,000,000 1.30 Keith Goss Pty Ltd 3,399,999 1.10 Mrs Margaret Kay Moore 3,097,800 1.01 Est Roger Farquharson Mason 3,097,800 1.01 264,514,819 85.83

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Statement of Security Holders as at 19 September 2012 (continued) (d) Unquoted Equity Securities No. on Issue No. of Holders

Options over ordinary shares issued

63,866,689

43

Unquoted Option Expiry:

Unquoted options expire 9 December 2014.

(e) Twenty Largest Unquoted Equity Holders

Name No. of ordinary shares % ordinary shares

Dapali Superannuation Pty Ltd 17,144,491 26.84 Armada Trading Pty Ltd 14,709,211 23.03

Dixson Trust Pty Limited 7,170,740 11.23 Chastain Corporate Pty Ltd 6,278,479 9.83 Mr David Jacob Samuel Naphtali 5,403,694 8.46

Mr Rajiv Parrab 2,755,445 4.31 Adcoy Corporation Pty Ltd 2,000,000 3.13 Berne No 132 Nominees Pty Ltd 1,800,000 2.82

Citicorp Nominees Pty Limited 1,386,875 2.17 Lassetter Management Pty Ltd 1,029,645 1.61 John Pollard & Sue Pollard 1,000,000 1.57

P J Datema 1,000,000 1.57 Mr Nicholas Kapes 554,738 0.87 Jetstate Pty Ltd 400,000 0.63

Watebeach Investments Pty Ltd 400,000 0.63 Kalighat Super Pty Ltd 197,655 0.31 Mr Trevor Neil Hay 100,000 0.16

Glennfield Pty Ltd 86,250 0.14 Dr Paul Stanley Craft 65,875 0.10 Marie Scodella & Associates Pty Ltd 56,250 0.09

63,539,348 99.49

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for personal use only - asxarthur lagos non-executive director 24.02.2006 30.11.2011 . keith mooring...

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