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TRADEGECKO PTE. LTD.

Registration Number: 201203950N

FINANCIAL STATEMENTS
Year ended 31 December 2020
Company Registration No. 201203950N

Tradegecko Pte. Ltd. and its Subsidiaries

Annual Financial Statements


31 December 2020

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Index

Page

Directors’ statement 1

Independent auditor’s report 4

Consolidated statement of comprehensive income 7

Balance sheets 8

Statements of changes in equity 9

Consolidated statement of cash flows 10

Notes to the financial statements 11

TRADEGECKO PTE. LTD. 3


The directors are pleased to present their statement to the members together with the audited
consolidated financial statements of Tradegecko Pte. Ltd. (the “Company") and its subsidiaries
(collectively,the “Group") and the balance sheet and statement of changes in equity of the Company
for the financial year ended to 31 December 2020.

Opinion of the directors

In the opinion of the directors,

(a) the consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company are drawn up so as to give a true and fair view of the
financial position of the Group and of the Company as at 31 December 2020 and the financial
performance, changes in equity and cash flows of the Group and changes in equity of the
Company for the year ended on that date; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are:

Cameron John Priest


Tyler Ralph Cozzens (appointed on 9 September 2020)
Mark Joseph Flournoy (appointed on 11 September 2020)

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during that financial year, was the Company a party to any
arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to
acquire benefits by means of the acquisition of shares or debentures of the Company or any other
body corporate.

Directors’ interest in shares and debentures

The following directors who held office at the end of the financial year had, according to the register of
directors’ shareholdings required to be kept under section 164 of the Singapore Companies Act,
Chapter 50, an interest in shares and share options of the Company and related corporations as
stated below:

TRADEGECKO PTE. LTD. 4


Directors’ interest in shares and debentures (cont’d)

Direct interest
At the
beginning of
financial year At the
or date of end of
Name of director appointment financial year

The Company
Ordinary shares
Cameron John Priest 5,909,550 –

Share options to subscribe for ordinary shares


Cameron John Priest 1,378,910 –

Ultimate holding company


Intuit Inc.
Ordinary and Restricted Stock Units shares
Cameron John Priest – 17,546
Mark Joseph Flournoy – 5,212
Tyler Ralph Cozzens – 5,984

Options and Restricted Stock Units to purchase and receive


common stocks
Mark Joseph Flournoy – 3,340
Tyler Ralph Cozzens – 326

Except as disclosed in this statement, no director who held office at the end of the financial year had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial year, or date of appointment if later, or at the end of the
financial year.

Share options and awards

There were no share options granted during the financial year to subscribe for unissued shares of the
Company.

There were no shares issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company.

There were no unissued shares of the Company under option at the end of the financial year.

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Auditor

Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.

On behalf of the board of directors,

Tyler Ralph Cozzens


Director

Mark Joseph Flournoy


Director

Singapore
27 August 2021

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Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Tradegecko Pte. Ltd. (the "Company") and its
subsidiaries (the "Group"), which comprise the balance sheets of the Group and Company as at
31 December 2020, statements of changes in equity of the Group and Company, consolidated
statement of comprehensive income and consolidated statement of cash flows of the Group for the
financial year then ended, and notes to the financial statements, including a summary of significant
accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet
and the statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Companies Act, Chapter 50 (the Act) and Financial Reporting Standards in
Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group
and the financial position of the Company as at 31 December 2020 and of the consolidated financial
performance, consolidated changes in equity and consolidated cash flows of the Group and changes
in equity of the Company for the financial year ended on that date.

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group in
accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Other information

Management is responsible for other information. The other information comprises information
included in the Directors' statement set out on page 1 to 3, but does not include the financial
statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.

Other matters

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The financial statements of the Group and the Company for the period ended 31 December 2019 were
audited by another auditor who expressed an unmodified opinion on those statements on 28 August
2020.

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Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Responsibilities of management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of
internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of


accounting estimates and related disclosures made by management.

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Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Auditor’s responsibilities for the audit of the financial statements (cont’d)

 Conclude on the appropriateness of management’s use of the going concern basis of


accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and
by the subsidiary corporation incorporated in Singapore of which we are the auditors have been
properly kept in accordance with the provisions of the Act.

Ernst & Young LLP


Public Accountants and
Chartered Accountants
Singapore
27 August 2021

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Consolidated statement of comprehensive income
For the financial year ended 31 December 2020

Group
1 January to 1 April to 31
31 December December
Note 2020 2019
US$'000 US$'000
Restated

Revenue 4 11,602 6,852

Cost of sales (3,724) (2,651)

Gross profit 7,878 4,201

Other income 5 71,131 31


Other expenses 7 (115) –
Expenses:
- Distribution and product development expense 7 (6,042) (10,661)
- Administrative expense 7 (2,708) (1,992)
- Finance expense (532) (667)
- Gain/(loss) from fair value movement of convertible notes 20 1,172 (788)

Profit/(loss) before tax 7 70,784 (9,876)

Income tax expense 8 (12) –

Profit/(loss) for the year/period 70,772 (9,876)

Other comprehensive income for the year


Items that will not be reclassified to profit or loss in
subsequent periods (net of tax):
- Foreign currency translation reserves (191) (268)

Total comprehensive income for the year/period 70,581 (10,144)

TRADEGECKO PTE. LTD. 11


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The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Balance sheets
As at 31 December 2020

Group Company
Note 2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Non-current assets
Plant and equipment 9 – 95 – 64
Intangible assets 10 – 931 – 891
Investments in subsidiaries 11 – – 18 508
Amounts owing by subsidiaries 14 – – 4,666 4,454

– 1,026 4,684 5,917

Current assets
Trade and other receivables 12 1,010 859 986 775
Cash and bank balances 13 6,262 817 5,861 588
Amounts owing by ultimate holding
Company 14 707 – 559 –

7,979 1,676 7,406 1,363

Total assets 7,979 2,702 12,090 7,280

Current liabilities
Other payables 15 1,273 2,113 1,263 1,954
Contract liabilities 4 3,120 2,491 3,120 2,033
Borrowings 20 – 11,695 – 11,695
Income tax payables 12 – – –
Amounts owing to ultimate holding
Company 16 234 – 234 –
Amounts owing to subsidiaries 16 – – 81 71

4,639 16,299 4,698 15,753

Net current assets/(liabilities) 3,340 (14,623) 2,708 (14,390)

Total liabilities 4,639 16,299 4,698 15,753

Net assets/(liabilities) 3,340 (13,597) 7,392 (8,473)

Equity

Share capital 17 21,409 10,451 21,409 10,451


Accumulated losses (24,198) (29,779) (20,146) (24,356)
Capital contribution reserve 6,129 – 6,129 –
Share option reserves 19 – 5,922 – 5,585
Currency translation reserves – (191) – (153)

Total equity 3,340 (13,597) 7,392 (8,473)

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Total equity and liabilities 7,979 2,702 12,073 7,280

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The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.Statements of changes in equity
For the financial year ended 31 December 2020

Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000

Group
At 1 April 2019 10,451 – 2,558 (19,903) 77 (6,817)
Total comprehensive
income

Loss for the period – – – (9,876) – (9,876)


Currency translation
gains arising from
consolidation – – – (268) (268)

Total comprehensive
income for the
financial period – – – (9,876) (268) (10,144)
Contributions by and
distributions
to owners
Share-based payment
transactions
(Note 19) – – 3,364 – – 3,364

At 31 December 2019
and 1 January 2020 10,451 – 5,922 (29,779) (191) (13,597)
Total comprehensive
income

Profit for the year – – – 70,772 – 70,772


Items that will not b e
reclassified to profit or
loss in sub sequent
periods (net of tax):
Effect of change in
functional currency – – (191) 191 –

Total comprehensive
income for the
financial year – – – 70,581 191 70,772
Contributions by and
distributions to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Share-based payment
transactions
(Note 19) – – (5,922) – – (5,922)
Dividend paid
(Note 18) – – – (65,000) – (65,000)

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At 31 December 2020 21,409 6,129 – (24,198) – 3,340

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Statements of changes in equity
For the financial year ended 31 December 2020

Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000

Company

At 1 April 2019 10,451 – 2,577 (16,437) – (3,409)


Total comprehensive
income

Loss for the period – – – (7,919) – (7,919)


Currency translation
gains arising from
consolidation – – – (154) (154)

Total comprehensive
income for the
financial period – – – (7,919) (154) (8,073)
Contributions by and
distributions
to owners
Share-based payment
transactions (Note 19) – – 3,009 – – 3,009

At 31 December 2019
and 1 January 2020 10,451 – 5,586 (24,356) (154) (8,473)
Total comprehensive
income

Profit for the year – – – 69,364 – 69,364


Items that will not b e
reclassified to profit or
loss in sub sequent
periods (net of tax):
Effect of change in
functional currency (154) 154 –

Total comprehensive
income for the
financial year – – – 69,210 154 69,364
Contributions by and
distributions
to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129

TRADEGECKO PTE. LTD. 16


Share-based payment
transactions (Note 19) – – (5,586) – – (5,586)
Dividend paid (Note 18) – – – (65,000) – (65,000)

At 31 December 2020 21,409 6,129 – (20,146) – 7,392

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The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Consolidated statement of cash flows
For the financial year ended 31 December 2020

Group
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000

Cash flow from operating activities


Profit/(loss) before tax 70,784 (9,876)
Adjustments for:
- Interest income (9) (1)
- Interest expense 532 667
- Depreciation of plant and equipment 34 37
- Amortisation of intangible assets 119 105
- Write off of plant and equipment 69 –
- Write off of intangible assets 1,186 –
- Share-based payment (reversal)/expenses (1,864) 3,364
- Allowance for expected credit loss 596 –
- Gain on sale of intellectual and intangible property rights (70,804) –
- (Gain)/loss from fair value adjustment of convertible notes (1,172) 788

Operating cash flows before changes in working capital (529) (4,916)


Changes in trade and other receivables (747) (241)
Changes in other payables (840) 1,512
Changes in deferred revenue 629 485
Changes in amount due from ultimate holding company (473) –

Net cash used in operations (1,960) (3,160)


Interest received 9 1
Interest paid – (46)

Net cash flows used in operating activities (1,951) (3,205)

Cash flows from investing activities


Purchase of plant and equipment (8) (34)
Additions to intangible assets (374) (583)
Proceeds from sales of intellectual and intangible property rights 70,804 –

Net cash flows from/(used in) investing activities 70,422 (617)

Cash flows from financing activities


Restricted cash pledged 250 –
Proceeds from issuance of convertible notes 970 2,331
Repayment of borrowings (1,067) (286)
Cash settlement for share options (4,058) –
Contribution by ultimate holding company 6,129 –
Dividend paid (65,000) –

Net cash flows (used in)/from financing activities (62,776) 2,045

Net increase/(decrease) in cash and cash equivalents 5,695 (1,777)

Effects of currency translation on cash and cash equivalents – (268)

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Cash and cash equivalents at beginning of the year/date of incorporation
(Note 13) 567 2,612

Cash and cash equivalents at end of the year/period (Note 13) 6,262 567

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

TRADEGECKO PTE. LTD. 19


1. Corporate information

Tradegecko Pte. Ltd. (the "Company") is a private limited company incorporated and
domiciled in Singapore. On 2 September 2020, the Company was wholly acquired by Intuit
Inc., (Co. Reg. No. T05UF1740J) which is incorporated in Delware, United States of America.
Intuit Inc. is the Company’s ultimate holding company.

The registered office and principal place of business of the Company is located at 121 Telok
Ayer Street #02-00, Singapore 068590.

The principal activities of the Company are development and sale of inventory and other
management software and programming activities.

The principal activities of the subsidiaries are disclosed in Note 11 to the financial
statements.

2. Summary of significant accounting policies

2..1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company have been prepared in accordance with Singapore
Financial reporting Standards ("FRS").

The financial statements have been prepared on a historical cost basis except as disclosed
in the accounting policies below and are presented in United States Dollars ("USD" or "US$")
and all values in the tables are rounded to the nearest thousand ("US$'000"), except when
otherwise indicated.

Change in functional and presentation currency

With effect from 1 January 2020, as a result of a change in underlying transactions, events
and conditions relevant to the Company, the functional currency of the Group was changed
from Singapore Dollars (SGD) to United States Dollars (USD).

The effect of change in functional currency has been applied prospectively from 1 January
2020. In line with the change in functional currency, the presentation currency of the financial
statements was changed from SGD to USD. The change in presentation currency has been
applied retrospectively with comparatives restated using the following rates:

 Assets and liabilities of all corresponding figures presented (including opening balance
from the beginning of earliest period presented) were translated at the closing rates of
respective year end;

 Profit or loss items of all corresponding figures presented were translated at the average
for the financial year approximating the exchange rates at the date of transactions;

 Equity items of all corresponding figures presented were translated at the respective
historical rates of exchange and,

 All resulting exchange differences were recognised in other comprehensive income.

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2. Summary of significant accounting policies (cont’d)

2..2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year
except in the current financial year, the Group has adopted all the new and revised standards
which are effective for annual financial periods beginning on or after 1 January 2020. The
adoption of these standards did not have any material effect on the financial performance or
position of the Group.

2..3 Standards issued but not yet effective

The Group has not adopted the following standards and interpretations that have been issued
but not yet effective:

Effective for annual


reporting periods
Description beginning on or after

Amendments to FRS 109 Financial Instruments, FRS 39 Financial 1 January 2021


Instruments: Recognition and Measurement, FRS 107 Financial
Instruments: Disclosures, FRS 104 Insurance Contracts, FRS 116
Leases: Interest Rate Benchmark Reform – Phase 2
Amendments to FRS 116: COVID-19 Related Rent Concessions 1 April 2021
beyond 30 June 2021
Amendments to FRS 16 Property, Plant and Equipment: Proceeds 1 January 2022
before Intended Use
Amendments to FRS 37 Provisions, Contingent Liabilities and 1 January 2022
Contingent Assets: Onerous Contracts – Cost of Fulfilling a
Contract
Annual Improvements to FRSs 2018-2020 1 January 2022
Amendments to FRS 103 Business Combinations: Reference to the 1 January 2022
Conceptual Framework
Amendments to FRS 1 Presentation of Financial Statements: 1 January 2023
Classification of Liabilities as Current or Non-current
Amendments to FRS 1 and FRS Practice Statement 2: Disclosure 1 January 2023
of Accounting Policies
Amendments to FRS 8: Definition of Accounting Estimates 1 January 2023
Amendments to FRS 110 Consolidated Financial Statements and Date to be determined
FRS 28 Investments in Associates and Joint Ventures: Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture

The directors expect that the adoption of the standards above will have no material impact on
the financial statements in the period of initial application.

TRADEGECKO PTE. LTD. 21


2. Summary of significant accounting policies (cont’d)

2.4 Basis of consolidation and business combinations

(a) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries at the end of the reporting period. The financial statements of the
subsidiaries used in the preparation of the consolidated financial statements are prepared
for the same reporting date as the Company. Consistent accounting policies are applied
to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.

Subsidiaries is consolidated from the date of acquisition, being the date on which the
Group obtains control, and continues to be consolidated until the date that such control
ceases.

(b) Business combination

Business combinations are accounted for by applying the acquisition method. Identifiable
assets acquired and liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. Acquisition-related costs are recognized as
expenses in the periods in which the costs are incurred and the services are received.

Any contingent consideration to be transferred by the acquirer will be recognized at fair


value at the acquisition date. Subsequent changes to the fair value of the contingent
consideration which is deemed to be an asset or liability, will be recognized in the
statement of comprehensive income.

2..4 Subsidiaries

A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.

In the Company’s separate financial statements, investment in subsidiaries is accounted for


at cost less any impairment losses.

2..5 Foreign currency

The financial statements are presented in United States Dollars ("USD"), which is also the
Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using
that functional currency.

(a) Transactions and balances

Transactions in foreign currencies are measured in the respective functional currencies of


the Company and its subsidiaries and are recorded on initial recognition in the functional
currencies at exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the end of the reporting period. Non-monetary items that are
measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions.

TRADEGECKO PTE. LTD. 22


2. Summary of significant accounting policies (cont’d)

2.6 Foreign currency (comt’d)

(a) Transactions and balances (cont’d)

Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was measured.

Exchange differences arising on the settlement of monetary items or on translating


monetary items at the balance sheet are recognised in the statement of comprehensive
income.

(b) Consolidated financial statements

For consolidation purposes, the assets and liabilities of foreign operations are translated
into USD at the rate of exchange ruling at the end of the reporting period and their profit
or loss are translated using the average exchange rates for the financial year. The
exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognised in profit or loss.

(a).6 Plant and equipment

All items of plant and equipment are initially recorded at cost. Subsequent to recognition,
plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses.

Depreciation is computed on a straight-line basis over the estimated useful life of the asset
as follows:

Computers 3 years
Furniture and fittings 3 years
Leasehold improvements Shorter of 3 years or lease term

The carrying values of plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial
year-end and adjusted prospectively if appropriate.

An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of
the asset is included in profit or loss in the year the asset is derecognised.

TRADEGECKO PTE. LTD. 23


2. Summary of significant accounting policies (cont’d)

(a).7 Intangible assets

Research and development costs

Research costs are expensed as incurred. Development expenditure on an individual project


is recognised as an intangible asset only when the Group can demonstrate the technical
feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate
future economic benefits, the availability of resources to complete and the ability to measure
reliably the expenditure during the development. Any expenditure capitalised is amortised
over the period of expected benefit from the related project over 5 years, commencing on the
date it becomes available for use or sale. During the period of development, the asset is
tested for impairment annually. The amortisation of development costs is allocated to cost of
sales.

(a).8 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may
be impaired. If any indication exists, or when an annual impairment testing for an asset is
required, the Group makes an estimate of the asset's recoverable amount.

An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value
less costs of disposal and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.

Impairment losses are recognised in profit or loss.

A previously recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such
reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be
reversed in future periods.

TRADEGECKO PTE. LTD. 24


2. Summary of significant accounting policies (cont’d)

(a).9 Financial instruments

(a) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial assets at initial recognition.

At initial recognition, the Group measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at fair value through profit or loss are expensed in profit or loss.

Trade receivables are measured at the amount of consideration to which the Group
expects to be entitled in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third party, if the trade receivables do
not contain a significant financing component at initial recognition.

Subsequent measurement

Investments in debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model


for managing the asset and the contractual cash flow characteristics of the asset. The
measurement category for classification of debt instruments is amortised cost.

Amortised cost

Financial assets that are held for the collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets are measured at amortised cost using the effective interest
method, less impairment. Gains and losses are recognised in profit or loss when the
assets are derecognised or impaired, and through amortisation process.

De-recognition

A financial asset is derecognised where the contractual right to receive cash flows from
the asset has expired. On derecognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income for debt
instruments is recognised in profit or loss.

TRADEGECKO PTE. LTD. 25


2. Summary of significant accounting policies (cont’d)

2.10 Financial instruments (cont’d)

(b) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument. The Group determines the
classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction costs.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or
loss are subsequently measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the liabilities are derecognised,
and through the amortisation process.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and
the consideration paid is recognised in profit or loss.

(a).10 Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instrumnts
not held at fair value through profit or loss and financial guarantee contracts. ECLs are based
on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL).
For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is recognised for credit losses expected over the
remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in
calculating ECLs. Therefore, the group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are 90 days past
due. However, in certain cases, the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.

TRADEGECKO PTE. LTD. 26


2. Summary of significant accounting policies (cont’d)

(a).11 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at banks that are readily convertible
to known amount of cash and which are subject to insignificant risk of changes in value.

(a).12 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and the amount of the obligation can be
estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will be
required to settle the obligation, the provision is reversed. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.

(a).13 Borrowing costs

Borrowings are presented as current liabilities unless the Group has an unconditional right to
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale. All
other borrowing costs are expensed in the period they occur. Borrowing costs consist of
interest and other costs that an entity incurs in connection with the borrowing of funds. .

(a).14 Employee benefits

(a) Defined contribution plan

The Singapore company in the Group makes contributions to the Central Provident Fund
scheme in Singapore, a defined contribution pension scheme. Contributions to defined
contribution pension schemes are recognised as an expense in the period in which the
related service is performed.

(b) Share-based compensation

The Group operates an equity-settled, share-based compensation plan.

The value of the employee services received in exchange for the grant of options is
recognised as an expense with a corresponding increase in the share option reserve over
the vesting period. The total amount to be recognised over the vesting period is
determined by reference to the fair value of the options granted on grant date. Non-market
vesting conditions are included in the estimation of the number of shares under options
that are expected to become exercisable on the vesting date. At each balance sheet
date, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding adjustment to the share
option reserve over the remaining vesting period.

TRADEGECKO PTE. LTD. 27


2. Summary of significant accounting policies (cont’d)

(a).15 Employee benefits

(b) Share-based compensation (cont’d)

Where the terms of the share option plan are modified, the expense that is not yet
recognised for the award is recognised over the remaining vesting period as if the terms
had not been modified. Additional expense is recognised for any increase in the total fair
value of the share options due to the modification, as measured at the date of
modification.

Upon acquisition by Intuit Inc. Group’s Share based compensation plan expired and
employees are eligible for Intuit Inc. stock compensation plan as offered

Employees of the Company receive remuneration in the form of share options and
restricted stock units (RSUs) in Intuit Inc. as consideration for services rendered. The
cost of these equity-settled transactions with employees is measured by reference to the
fair value of the options and units at the date on which the options and units are granted.
This cost is recognised in the income statement, with a corresponding increase in equity,
over the vesting period for options and over the service period for RSUs. The cumulative
expense recognised at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company’s best estimate of the number of
options and units that will ultimately vest. The charge or credit to the profit and loss
account for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised in employee benefit expense.

No expense is recognised for options and units that do not ultimately vest, except for
options and units where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied, provided that all
other performance and/or service conditions are satisfied.

When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account.

(c) Employee leave entitlement

Employee entitlements to annual leave are recognised when they are accrued to the
employees. A provision is made for the estimated liability for annual leave as a result of
services rendered by employees up to the end of each reporting period.

TRADEGECKO PTE. LTD. 28


2. Summary of significant accounting policies (cont’d)

(a).16 Revenue

Revenue is measured based on the consideration to which the Group expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third parties.

Revenue is recognised when the Group satisfies a performance obligation by transferring a


promised good or service to the customer, which is when the customer obtains control of the
good or service. A performance obligation may be satisfied at a point in time or over time. The
amount of revenue recognised is the amount allocated to the satisfied performance obligation.

Satisfaction of performance obligations

Revenue is recognised when the Group satisfies performance obligations by transferring


control of service promised to the customer.

(i) Revenue – subscription fees

Subscription fees are accounted for on a straight-line basis over the subscription term.
Amounts billed but yet to be recognised as revenue are included at the end of the
reporting period in “contract liabilities”.

(ii) Revenue – merchant services

Commission income is accounted for on a net basis and recognised at the point in time
when performance obligation is fulfilled. Costs related to merchant services are
recognised in the same period as commission income.

(iii) Revenue - Transfer pricing fee

Transfer pricing fee revenue relates to 6% cost plus charges to Intuit Inc. for R&D service.

(a).17 Government grants

Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.

Government grants receivable are recognised as income over the periods necessary to match
them with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income.

TRADEGECKO PTE. LTD. 29


2. Summary of significant accounting policies (cont’d)

(a).18 Income taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period, in the countries where the Group
operates and generates taxable income.

Current income taxes are recognised in profit or loss except to the extent that the tax
relates to items recognised outside profit or loss, either in other comprehensive income
or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

 where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and

 in respect of taxable temporary differences associated with investments in


subsidiaries where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.

TRADEGECKO PTE. LTD. 30


2. Summary of significant accounting policies (cont’d)

(a).19 Income taxes (cont’d)

(b) Deferred tax (cont’d)

Deferred tax assets are recognised for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:

 where the deferred income tax liability arises from the initial recognition of goodwill
or of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and

 In respect of deductible temporary differences associated with investments in


subsidiaries deferred tax assets are recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be
utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at the end of each
reporting period.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction
either in other comprehensive income or directly in equity.

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

 Where the sales tax incurred in a purchase of assets or services is not recoverable
from the taxation authority, in which case the sales tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and

 Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the balance sheets.

TRADEGECKO PTE. LTD. 31


2. Summary of significant accounting policies (cont’d)

(a).20 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That
is, if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of
assets (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of assets that are considered to be low
value. Lease payments on short-term leases and leases of low value assets are recognised
as expense on a straight-line basis over the lease term.

(a).21 Share capital and share issuance expenses

Ordinary shares

Proceeds from issuance of ordinary shares are recognised as share capital in equity
incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.

Preference shares

The Group’s non-redeemable convertible non-cumulative preference shares are classified as


equity, because they bear discretionary dividends, do not contain any obligations to deliver
cash or other financial assets and do not require settlement in a variable number of the
Group’s equity instruments. Dividends thereon are recognised as distributions within equity.

3. Significant accounting estimates and judgements

The preparation of the Group’s consolidated financial statements requires management to


make judgements, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each
reporting period. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the asset or liability
affected in the future periods.

Management is of the opinion that there are no significant judgments made in applying
accounting estimates and policies, and no estimation uncertainty that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.

TRADEGECKO PTE. LTD. 32


4. Revenue

The Group’s revenue streams disaggregated by their categories that depict the nature,
amount, timing and uncertainty of revenue and cash flows by their economic factors.

(a) Disaggregation of revenue

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated

Subscription fees 9,766 6,798


Merchant services 289 54
Transfer pricing fee 1,547 –

Timing of revenue recognition


At a point in time 1,836 54
Over time 9,766 6,798

11,602 6,852

(b) Contract liabilities

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Contract liabilities 3,120 2,491 3,120 2,033

The contract liabilities primarily relate to the advance consideration received from
customers in respect of their subscription to the Group’s inventory management
systems, for which revenue is recognised over time. The contract liabilities balance at
year/period end will be recognised as revenue over the next 12 months.

Significant changes in contract liabilities balances during the year/period are as follows:

Group Company
1 January to 1 April to 31 1 January to 1 April to 31
31 December December 31 December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Revenue recognised that was
included in the contract
liability balance at the
beginning of the year/period (2,491) (2,006) (2,033) (1,576)

TRADEGECKO PTE. LTD. 33


5. Other income

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Foreign exchange gain (net) – 20


Interest income 9 1
Sale of intellectual and intangible property rights 70,804 –
Government grants 256 1
Other income 62 9
71,131 31

In September 2020, the Company has entered into an Intellectual Property Assignment
Agreement with Intuit Inc. Through this agreement, Intuit Inc. acquired the Intellectual
property rights relating to the company’s business for a cash consideration of
US$70,804,000.

In 2020, the Group received wages support under the Jobs Support Scheme (“JSS”) from
Singapore Government as part of the Government’s measures to support businesses during
the period of economic uncertainty impacted by COVID-19. Government grants of
US$256,000 received are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income. Grant
received post acquisition by Intuit Inc. US$56,000 has been refunded back to Singapore
Government and the Company has declined all future Government grants

6. Employee compensation

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Wages and salaries 8,429 5,265


Share-based payment (reversal)/expenses (1,864) 3,364
Employer’s contribution to defined contribution plans 281 231

6,846 8,860

TRADEGECKO PTE. LTD. 34


7. Profit before tax

The following items have been included in arriving at profit/(loss) before tax:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated

Employee compensation (Note 6) 6,846 8,860


Foreign exchange loss (net) 115 –
Depreciation of plant and equipment (Note 9) 34 37
Amortisation of intangible assets (Note 10) 119 105
Write off of plant and equipment 69 –
Advertising expense 201 2,267
Listing costs – 831
Professional and consultancy fees 183 414
Sub-contractor charges 602 637
Rental on operating leases 306 302
Merchant service related costs 675 71
Technology costs 1,364 707
Travel and office expenses 380 465
Commissions 260 199
Transaction fees 333 222
Sales tax expense 235 –

8. Income tax expense

Major components of income tax expense

The major components of income tax expense for the financial year and period ended
31 December 2020 and 2019 are:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Current year income taxation 12 –

TRADEGECKO PTE. LTD. 35


8. Income tax expense (cont’d)

Relationship between tax expense and accounting profit/loss

A reconciliation between tax expense and the product of accounting loss multiplied by the
applicable corporate tax rate for the year and period ended 31 December 2020 and 2019 are
as follows:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Profit/(loss) before tax 70,784 (9,876)

Tax expenses/(benefits) at applicable tax rate of 17%


(2019: 17%) 12,033 (1,679)
Adjustments:
Effect of different tax rates in other country 158 (548)
Income not subject to tax (12,563) –
Non-deductible expenses 307 751
Utilisation of previously unrecognised deferred tax assets (240) –
Deferred tax assets not recognised 330 1,518
Others (13) (42)

12 –

Unrecognised tax losses

At the end of the reporting period, the Group has tax losses of approximately US$20,567,000
(2019: US$24,679,000) that are available for offset against future taxable profits of the
companies in which the losses arose, for which no deferred tax asset is recognised due to
uncertainty of its recoverability. The use of these tax losses is subject to the agreement of
the tax authorities and compliance with certain provisions of the tax legislation of the
respective countries in which the companies operate.

The tax losses and capital allowances have no expiry date except for the following:

Financial year Tax loses Year of expiry


US$'000

2017 443 2037


2018 656 2038
2019 1,974 2039

TRADEGECKO PTE. LTD. 36


9. Plant and equipment

Leasehold
Furniture improvement
Group Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000

Cost

At 1 April 2019 386 99 126 611


Additions 33 1 – 34

At 31 December 2019 and


1 January 2020 419 100 126 645
Additions 8 – – 8
Write off (427) (100) (126) (653)

At 31 December 2020 – – – –

Accumulated depreciation

At 1 April 2019 311 76 126 513


Charge for the period 32 5 – 37
At 31 December 2019 and
1 January 2020 343 81 126 550
Charge for the year 29 5 – 34
Write off (372) (86) (126) (584)

At 31 December 2020 – – – –

Net carrying amount

At 31 December 2020 – – – –

At 31 December 2019 76 19 – 95

TRADEGECKO PTE. LTD. 37


9. Plant and equipment (cont'd)

Leasehold
Furniture improvement
Company Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000

Cost

At 1 April 2019 311 99 126 53616


Additions 16 1 – 17

At 31 December 2019 and


1 January 2020 327 100 126 553
Additions 7 – – 7
Write off (334) (100) (126) (560)

At 31 December 2020 – – – –

Accumulated depreciation

At 1 April 2019 261 76 126 463


Charge for the period 21 5 – 26

At 31 December 2019 and


1 January 2020 282 81 126 489
Charge for the year 21 3 – 24
Write off (303) (84) (126) (513)

At 31 December 2020 – – – –

Net carrying amount

At 31 December 2020 – – – –

At 31 December 2019 45 19 – 64

TRADEGECKO PTE. LTD. 38


10. Intangible assets

Software development
costs
2020 2019
US$'000 US$'000
Group
Cost:
At 1 January 2020 /1 April 2019 1,079 496
Additions 374 583
Write off (1,453) –

At 31 December – 1,079

Accumulated amortisation:
At 1 January 2020 /1 April 2019 148 43
Amortisation 119 105
Write off (267) –

At 31 December – 148

Net carrying amount – 931

Company
At 1 January 2020 /1 April 2019 1,036 496
Additions 310 540
Write off (1,346) –

At 31 December – 1,036

Accumulated amortisation:
At 1 January 2020 /1 April 2019 145 43
Amortisation 114 102
Write off (259) –

At 31 December – 145

Net carrying amount – 891

TRADEGECKO PTE. LTD. 39


11. Investment in subsidiaries

Company
2020 2019
US$'000 US$'000

Shares, at cost 1 1
Deemed investment 17 507

18 508

The Company has the following investment in subsidiaries.

Proportion
(%) of
Principal place ownership
Name of company of business Principal activities interest
2020 2019
Held by the Company

TGVI Pte. Ltd.(a) Singapore Merchant services platform 100 100

TradeGecko Software Canada Canada Inventory and order 100 100


Ltd management software

TradeGecko, Inc(b) United States Dormant 100 100


of Amercia

TradeGecko Software Australia Dormant 100 100


Australia Pty Ltd(b)

(a) Audited by Ernst & Young LLP in Singapore


(b) Applied for dissolution in financial year

TRADEGECKO PTE. LTD. 40


12. Trade and other receivables

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Trade receivables
Third parties 633 121 633 121
Less: Allowance for expected
credit losses (499) – (499) –

134 121 134 121

Accrued sales 245 275 233 225


Less: Allowance for expected
credit losses (97) – (97) –
282 396 270 346
Prepayments 634 362 634 340
Deposits 94 101 82 89

Total trade and other receivables 1,010 859 986 775


Add: Cash and cash equivalents
(Note 13) 6,262 817 5,861 587
Less: Prepayments (634) (362) (634) (340)

Total financial assets carried at


amortised costs 6,638 1,314 6,213 1,022

Trade receivables are unsecured, non-interest bearing and are generally on 30 days term.
They are recognised at their original invoice amounts which represent their fair values on
initial recognition.

Trade and other receivables are denominated in United States Dollars.

The movement in allowance for expected credit losses of trade and other receivables
computed based on lifetime ECL was as follows:

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

At beginning of the year – – – –


Provision for expected credit
losses 596 – 596 –

At end of the the year 596 – 596 –

TRADEGECKO PTE. LTD. 41


13. Cash and bank balances

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Cash and bank balances 6,262 817 5,861 587


Less: Restricted cash – (250) – –

Cash and cash equivalents 6,262 567 5,861 587

In 2019, cash at bank is pledged in relation to the security granted for borrowings (Note 20),
in which the banks have a first charge in the event the Company does not meet the debt
servicing requirement. Included in cash at bank is restricted cash of Nil (2019: US$250,000)
as the Group is required to maintain a minimum cash balance with a bank at all times.

Cash and bank balances are denominated in the following currencies:

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

United States dollar 6,177 296 5,791 150


Singapore dollar 79 444 70 437
Canadian dollar 6 77 – –

14. Amounts owing by subsidiaries and ulitimate holding company

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000


Non-current
Amounts owing by subsidiaries – – 4,666 4,455
Current assets
Amounts owing by the ultimate
holding Company 707 – 559 –

Amounts owing by subsidiaries are unsecured, interest free and receivable on demand. As at
31 December 2020, the amounts classified as non-current assets as repayment is not
expected within the next 12 months.

Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.

TRADEGECKO PTE. LTD. 42


15. Other payables

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Other payables – third parties 98 1,717 95 1,659


Accrued operating expenses 940 396 933 295
Sales tax payable 235 – 235 –

Total other payables 1,273 2,113 1,263 1,954

Other payables are denominated in the following currencies:

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

United States dollar 298 1,415 298 1,366


Singapore dollar 972 598 965 588
Canadian dollar 3 100 – –

16. Amounts owing to subsidiaries and the ulitimate holding company

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

Amounts owing to subsidiaries – – 81 71


Amounts owing to the ultimate
holding Company 234 – 234 –

Amounts owing by subsidiaries are unsecured, interest free and receivable on demand.

Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.

TRADEGECKO PTE. LTD. 43


17. Share capital

Group and Company


2020 2019
No. of shares US$ No. of shares US$

Fully paid ordinary shares with


no-par value:
At 1 January 2020/1 April 2019 14,000,000 34 1,400,000 34
Effect of stock split – – 12,600,000 –
Conversion of Preference shares 11,781,200 1,142,308 – –
Conversion of Convertible Notes 11,449,375 10,957,748 – –

At 31 December 37,230,575 12,100,090 14,000,000 34

Issued and fully paid preference


shares:
At 1 January 2020/1 April 2019 2,702,156 10,451,266 2,702,156 10,451,266
Conversion to ordinary shares (1,178,120) (1,142,308) – –

At 31 December 1,524,036 9,308,958 2,702,156 10,451,266


Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time,
and are entitled to one vote per share at meetings of the Company. All issued ordinary
shares are fully paid, with no par value

Preference shares

The holders of preference shares are entitled to attend and vote together with the holders of
the ordinary shares of the Company on an as-converted basis; receive dividends as and when
declared by the Company pari passu with holders of the ordinary shares; and receive in
preference to holders of ordinary shares an amount (the "Liquidation Amount") equal to 125%
of their investment amount held out of the net proceeds from liquidation, dissolution or
winding up of the Company after payments to all creditors of the Company, whether secured
or unsecured. After payment of the Liquidation Amount to holders of the preference shares,
the remaining assets shall be distributed ratably to the holders of ordinary shares and
preference shares on a fully converted basis ("Participation Distribution").

The holders have a 125% liquidation preference on their invested capital and the aggregate of
the Liquidation Amount and Participation Distribution payable to each holder of the preference
shares shall be capped at an amount equal to 250% of such holder's investment amount. The
preference shares are convertible to ordinary shares, at the election of the preference
shareholders. Prior to the ordinary shares stock split in July 2019, this conversion was on a 1
for 1 basis. As a result of the stock split the conversion ratio was amended to 10 ordinary
shares for each preference share.

TRADEGECKO PTE. LTD. 44


17. Share capital (cont'd)

Preference shares (cont’d)

On 2 September 2020, the Company was wholly acquired by Intuit Inc. As part of the
acquisition terms,

(i) 1,178,120 preference shares were converted to ordinary shares

(ii) 1,524,036 unconverted preference shares in issue at the date of closing were
acquired by Intuit Inc. at a price based on the liquidation preference cap respective to
the individual shares.

18. Dividends

1 January to
31 1 April to 31
December December
2020 2019
US$'000 US$'000

Cash dividends on ordinary shares declared and paid: 1


Interim dividend for 2020 US$ 1.746 per ordinary share
(2019:Nil) 65,000 –

During the financial year, the Company has declared and paid US$65,000,000 interim
dividend to the ultimate holding company.

19. Share based payments

Share options were granted to key management personnel and employees of the Group
under the TradeGecko Employee Share Option Plan 2018 (“2018 Scheme”). The 2018
Scheme is a replacement award, which effectively cancels the Employee Share Option
Scheme 2014 (the “2014 Scheme”).

The exercise price of the options is determined by the Board at its sole and absolute
discretion. Each option shall commence vesting as to ¼ after a period of one year from the
offeree’s date of employment or such other date determined by the Board and stated in the
letter of offer, and the remainder shall vest as to 1/16 at the end of each subsequent quarter
over the following three-year period. Once the share options are vested, they are exercisable
at the earlier of: (i) Initial Public Offering; (ii) Three months following the date a Trade Sale
becomes effective; or (iii) Three months immediately before the tenth anniversary of the grant
date. The Group has no legal or constructive obligation to repurchase or settle the options in
cash. As a result of the 10 for 1 ordinary share split in July 2019, a similar 10 for 1 split was
effected for all existing unexercised options and the exercise price for each option was
reduced by a factor of 10. On 19 November 2019, options to subscribe for 4,679,780 ordinary
shares in the Company at exercise prices ranging from $0.001 to $0.84 per ordinary share
were granted pursuant to the 2018 Scheme.

Upon acquisition of the Company by Intuit Inc., on 2 September 2020, the condition (ii) above
was met and as part of the acquisition terms, Intuit Inc., has settled all outstanding share
options as at that date.

TRADEGECKO PTE. LTD. 45


19. Share based payments (cont'd)

Movements in the number of unissued ordinary shares under option and their exercise prices
are as follows:

At
be ginning Grante d Forfe ite d Paid
of during during during At e nd of
financial Effe ct of financial financial financial financial
ye ar/ s tock ye ar/ ye ar/ ye ar/ ye ar/ Exe rcis Exe rcis e
Group pe riod s plit pe riod pe riod pe riod pe riod e price pe riod

31
De ce m be r
2020
2018 Scheme $0.001 to 1.3.2022 to
option 8,336,480 – 10,000 (309,169) (8,037,311) – $0.84 29.2.2032

31
De ce m be r
2019
2018 Scheme $0.001 to 1.3.2022 to
option 337,457 3,397,113 4,679,780 (117,870) – 8,336,480 $0.84 29.2.2032

Significant inputs for Black Scholes Model adopted are as follows:

19 November 2019

Options granted date


Fair value $0.39 to $1.09
Share price $1.09
Exercise price $0.001 to $0.84
Annual risk-free interest rate 1.53%
Volatility 40%
Dividend yield 0%

The volatility measured as the standard deviation of expected share price returns was
estimated based on an analysis of peer companies.

On 2 September 2020, the Company has entered into an agreement to be wholly acquired by
Intuit Inc. Under the acquisition terms, all issued and vested in-the money share options were
net settled, as part of the overall acquisition of the Company. All other options were lapsed at
the time of the acquisition.

TRADEGECKO PTE. LTD. 46


20. Borrowings

Group and Company


2020 2019
US$'000 US$'000
Current
Bank borrowings - secured – 250
Convertible notes – 11,445

Total borrowings – 11,695

Bank borrowings

Bank borrowings were secured by a fixed and floating charge on all assets, including cash
accounts, tangible and intangible assets.

The bank borrowings had fixed interest rate of 8% (2019: 8%) and as at the balance sheet
date, the fair value of the borrowings is US$Nil (2019: US$250,000). The fair values are within
Level 2 of the fair value hierarchy.

The bank borrowings had been fully repaid on 28 April 2020.

Convertible notes

On 22 June 2018, the Group and Company entered into a convertible loan agreement with
noteholders with total proceeds of $6,769,000. The principal sum of the convertible loan bears
interest at the rate of 10% per annum.

Between June 2019 and October 2019, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$2,331,000 that was originally
repayable on 31 March 2020. The principal sum of the convertible loan bears interest at the
rate of 10% per annum. The noteholders agreed to an extension of the repayment maturity
date to 31 July 2020.

Between February 2020 and March 2020, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$970,000. The principal sum of the
convertible loan bears interest at the rate of 10% per annum.

On 2 September 2020, the Company was acquired by Intuit Inc. Under the terms of the
agreement, the convertible notes converted to 11,449,375 ordinary shares of the Company
and the noteholders participated in the sales proceeds upon completion of the acquisition.

TRADEGECKO PTE. LTD. 47


20. Borrowings (cont'd)

Convertible notes (cont’d)

The convertible loan is a financial liability and has conversion features that are embedded
derivatives. On initial recognition, the Group designated the convertible loan in its entirety as
financial liabilities at fair value through profit or loss with an initial carrying value of total
consideration. Subsequent to initial recognition, the Group with the assistance of an external
appraiser, measures financial instruments – convertible notes at fair value at each reporting
date. When the fair values of financial assets and financial liabilities recorded in the
consolidated statements of financial position cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques including Probability
Weighted Expected Return Method (“PWERM”). Under a PWERM, the value of various
securities is estimated based upon an analysis of future values for the enterprise assuming
various future outcomes. Share value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future out comes
available to the enterprise, as well as the rights of each share class. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values. Judgments include considerations
of inputs such as probabilities ascribed to the analysis of future values for the enterprise
assuming various future outcomes – IPO and Maturity (Redemption of Convertible Notes)
Changes in assumptions about these factors could affect the reported fair value of financial
instruments and is discussed further below.

Level 3
US$'000

Convertible notes 31 December 2019 11,445

The following table shows the information about fair value measurements using significant
unobservable inputs (Level 3).

31 December 2019

Valuation Unobservable Sensitivity of the input


Description techniques input Weighted average to fair value

Convertible notes Probability IPO date Time to IPO is The estimated fair value
w eighted expected w ould decrease by 5%
return IPO share price 2019: 0.58 year if: discount rate w as higher
method Discount rate
IPO share price of by 2019: 40% year
2019: US$1.90
The estimated fair value
Discount rate 2019: 1.63% w ould decrease by 5%
if: IPO share price w as
higher by
2019: US$0.35 year

TRADEGECKO PTE. LTD. 48


20. Borrowings (cont'd)

A reconciliation of liabilities arising from Group’s financing activities is as follows:

Non-cash changes
Interest
expense/
1 January fair value Conversion 31 December
2020 Cash flow adjustment to Equity 2020
US$’000 US$’000 US$’000 US$’000 US$'000

Bank borrowing 250 (250) – – –


Convertible notes 11,445 153 (640) (10,958) –

11,695 (97) (648) (10,958) –

Non-cash changes
Interest
expense/ Foreign
1 April fair value exchange 31 December
2019 Cash flow adjustment movement 2019
US$’000 US$’000 US$’000 US$’000 US$'000

Bank borrowing 535 (332) 46 1 250


Convertible notes 7,706 2,331 1,410 (2) 11,445

8,241 1,999 1,456 (1) 11,695

TRADEGECKO PTE. LTD. 49


21. Related party transactions

(a) Services

In addition to the related party information disclosed elsewhere in the financial


statements, the following significant transactions between the Group and related parties
took place during the year and period at terms agreed between the parties:

Group Company
1 January to 1 January to
31 1 April to 31 31 1 April to 31
December December December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Transfer pricing fees charged to


ultimate holding company 1,548 – 1,400 –
Transfer pricing fees charged by
subsidiaries – – 340 –
Payment on behalf for
subsidaries – – 202 1,261
Reimbursement of expenses
from ultimate holding company 814 – 814 –

(a) Key management personnel compensation

1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000

Key management personnel compensation


Salaries and bonus 1,317 317
Share-based payment expenses 3,375 1,635
4,692 1,952

Key management personnel are the directors and those persons having authority and
responsibility for planning, directing and controlling the activities of the Group, directly or
indirectly.

TRADEGECKO PTE. LTD. 50


22. Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from its operations and the
use of financial instruments. The key financial risks include credit risk, liquidity risk and
foreign currency risk. Senior management reviews and agrees policies and procedures for the
management of these risks. It is and has been throughout the current financial year and
previous financial period, the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken.

The following sections provide details regarding the Group’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Group’s exposure to credit risk arises
primarily from trade debtors. For other financial assets, the Group minimises credit risk
by dealing exclusively with high credit rating counterparties.

In the aspect of credit risk arising from the inability of customers of the Group to make
payments when their debts fall due, it is the Group’s policy to provide credit terms to
creditworthy and reputable customers. In addition, receivable balances are monitored on
an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Information on trade and other receivables are disclosed in Note12.

Trade and other receivables are regularly monitored by the Group and reviewed for
impairment. Most of the receivables are within the credit terms set by the Group.
Although the receivables are generally unsecured, the credit risk is considered to be low
as subscription fees are collected upfront and recognised as contract liabilities. The
credit risk on deposits with banks is limited because the Group mainly places the
deposits in banks with high credit ratings.

The Group’s maximum exposure to credit risk, in the event that the counter-parties to the
transactions with the Group fail to perform their obligations as at the end of the reporting
period in relation to each class of recognised financial assets, is the carrying amount of
those assets as indicated in the balance sheet, and is generally limited to the amounts,
if any, by which the counter-parties’ obligations exceed the obligations of the Group.

TRADEGECKO PTE. LTD. 51


22. Financial risk management objectives and policies (cont’d)

(b) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to
liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities.

The Group’s and the Company’s liquidity risk management policy is to maintain sufficient
liquid financial assets with a bank. The Group does not have any bank loans and bank
borrowings as at the end of the reporting period.

The table below summarises the maturity profile of the Group’s and the Company's
financial liabilities at the end of the reporting period based on contractual undiscounted
repayments.

One year or One year or


less less
2020 2019
US$'000 US$'000
Group
Financial assets:
Trade and other receivables 376 497
Cash and cash equivalents 6,262 817
Amounts owing by ultimate holding company 707 –

Total undiscounted financial assets 7,345 1,314

Financial liabilities:
Other payables 1,273 2,113
Borrowings – 11,695
Amount owing to ultimate holding company 234 –

Total undiscounted financial liabilities 1,507 13,808

Net undiscounted financial assets/(liabilities) 5,838 (12,494)

TRADEGECKO PTE. LTD. 52


22. Financial risk management objectives and policies (cont’d)

(a) Liquidity risk (cont’d)

One year or More than


less one year Total
US$'000 US$'000 US$'000
2020
Company
Financial assets:
Trade and other receivables 352 – 352
Cash and cash equivalents 5,861 – 5,861
Amount owing by subsidiaries – 4,666 4,666
Amounts owing by ultimate holding company 559 – 559

Total undiscounted financial assets 6,772 4,666 11,438

Financial liabilities:
Other payables 1,263 – 1,263
Amounts owing to subsidiaries 81 – 81
Amounts owing to ultimate holding company 234 – 234

Total undiscounted financial liabilities 1,578 – 1,578

Net undiscounted financial assets 5,194 4,666 9,860

2019
Company
Financial assets:
Trade and other receivables 435 – 435
Cash and cash equivalents 587 – 587
Amount owing by subsidiaries – 4,454 4,454

Total undiscounted financial assets 1,022 4,454 5,476

Financial liabilities:
Other payables 1,954 – 1,954
Borrowings 11,695 – 11,695
Amounts owing to subsidiaries 71 – 71

Total undiscounted financial liabilities 13,720 – 13,720

Net undiscounted financial (liabilities)/assets (12,698) 4,454 (8,244)

TRADEGECKO PTE. LTD. 53


22. Financial risk management objectives and policies (cont’d)

(c) Foreign currency risk

Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate
due to changes in foreign exchange rates.

The Group and the Company are exposed to foreign currency risks on trade and other
receivables, cash at bank and other payables in currencies other than USD. At the
balance sheet date, such foreign balances are mainly in Singapore Dollars (“SGD”).

Exposure to foreign currency risk is monitored on an ongoing basis by the Group and the
Company to ensure that the net exposure is at an acceptable level.

The Group's and the Company's currency exposure is as follows:

2020 2019
SGD SGD
US$'000 US$'000
Group
Financial assets
Cash and cash equivalents 79 444
Trade and other receivables – 648

79 1,092

Financial liabilities
Other payables (972) (598)
Borrowings – (11,695)

(972) (12,293)

Net liabilities (893) (11,201)

2020 2019
SGD SGD
US$'000 US$'000
Company
Financial assets
Cash and cash equivalents 70 437
Trade and other receivables – 576

70 1,013

Financial liabilities
Other payables (965) (588)
Borrowings – (11,695)

(965) (12,283)

Net liabilities (895) (11,270)

TRADEGECKO PTE. LTD. 54


22. Financial risk management objectives and policies (cont’d)

(c) Foreign currency risk (cont’d)

If the SGD change against the USD by 5% (2019: 5%) and 5% (2019: 5%) respectively
with all other variables including tax rate being held constant, the effects arising from the
net financial liabilities that are exposed to the currency risk will be as follows:

2020 2019
US$'000 US$'000
Group
SGD against USD
- strengthened (45) (560)
- weakened 45 560

Company
SGD against USD
- strengthened (45) (564)
- weakened 45 564

23. Capital management

The primary objective of the Group's capital management is to ensure that it maintains a
strong credit standing and healthy capital ratio in order to support its business and maximise
shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. In
order to fund its growth and working capital requirements, the Group issued ordinary shares
and preference shares. These preference shares include clauses that provide the holders with
significant benefits including liquidation preference and conversion options. To maintain or
adjust the capital structure, the Group may issue new shares for new capital injection.

No changes were made in the objectives, policies or processes during the year and period
ended 31 December 2020 and 31 December 2019.

TRADEGECKO PTE. LTD. 55


24. Comparative figures

The audited comparative figures presented in the financial statements are not entirely
comparable as they cover a period from 1 April 2019 to 31 December 2019.

During 2020, the Group modified the presentation of revenue and cost of sales of merchant
sales to reflect more appropriately in the nature and terms of transaction. Comparative
amounts in the consolidated statement of comprehensive income were restated for
consistency. As a result, US$697,504 was reclassified from “Cost of sales” to “Revenue”.

Since the amounts are reclassifications within the consolidated statement of comprehensive
income, this reclassification did not have any effect on the balance sheets and consolidated
statement of cash flows.

25. Authorisation of financial statements for issue

The financial statements for the financial year ended 31 December 2020 were authorised for
issue in accordance with a resolution of the directors on 27 August 2021.

Company Registration No. 201203950N

Tradegecko Pte. Ltd. and its Subsidiaries

Annual Financial Statements


31 December 2020

TRADEGECKO PTE. LTD. 56


Index

Page

Directors’ statement 1

Independent auditor’s report 4

Consolidated statement of comprehensive income 7

Balance sheets 8

Statements of changes in equity 9

Consolidated statement of cash flows 10

Notes to the financial statements 11

TRADEGECKO PTE. LTD. 57


The directors are pleased to present their statement to the members together with the audited
consolidated financial statements of Tradegecko Pte. Ltd. (the “Company") and its subsidiaries
(collectively,the “Group") and the balance sheet and statement of changes in equity of the Company
for the financial year ended to 31 December 2020.

Opinion of the directors

In the opinion of the directors,

(a) the consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company are drawn up so as to give a true and fair view of the
financial position of the Group and of the Company as at 31 December 2020 and the financial
performance, changes in equity and cash flows of the Group and changes in equity of the
Company for the year ended on that date; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are:

Cameron John Priest


Tyler Ralph Cozzens (appointed on 9 September 2020)
Mark Joseph Flournoy (appointed on 11 September 2020)

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during that financial year, was the Company a party to any
arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to
acquire benefits by means of the acquisition of shares or debentures of the Company or any other
body corporate.

Directors’ interest in shares and debentures

The following directors who held office at the end of the financial year had, according to the register of
directors’ shareholdings required to be kept under section 164 of the Singapore Companies Act,
Chapter 50, an interest in shares and share options of the Company and related corporations as
stated below:

TRADEGECKO PTE. LTD. 58


Directors’ interest in shares and debentures (cont’d)

Direct interest
At the
beginning of
financial year At the
or date of end of
Name of director appointment financial year

The Company
Ordinary shares
Cameron John Priest 5,909,550 –

Share options to subscribe for ordinary shares


Cameron John Priest 1,378,910 –

Ultimate holding company


Intuit Inc.
Ordinary and Restricted Stock Units shares
Cameron John Priest – 17,546
Mark Joseph Flournoy – 5,212
Tyler Ralph Cozzens – 5,984

Options and Restricted Stock Units to purchase and receive


common stocks
Mark Joseph Flournoy – 3,340
Tyler Ralph Cozzens – 326

Except as disclosed in this statement, no director who held office at the end of the financial year had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial year, or date of appointment if later, or at the end of the
financial year.

Share options and awards

There were no share options granted during the financial year to subscribe for unissued shares of the
Company.

There were no shares issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company.

There were no unissued shares of the Company under option at the end of the financial year.

TRADEGECKO PTE. LTD. 59


Auditor

Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.

On behalf of the board of directors,

Tyler Ralph Cozzens


Director

Mark Joseph Flournoy


Director

Singapore
27 August 2021

TRADEGECKO PTE. LTD. 60


Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Tradegecko Pte. Ltd. (the "Company") and its
subsidiaries (the "Group"), which comprise the balance sheets of the Group and Company as at
31 December 2020, statements of changes in equity of the Group and Company, consolidated
statement of comprehensive income and consolidated statement of cash flows of the Group for the
financial year then ended, and notes to the financial statements, including a summary of significant
accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet
and the statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Companies Act, Chapter 50 (the Act) and Financial Reporting Standards in
Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group
and the financial position of the Company as at 31 December 2020 and of the consolidated financial
performance, consolidated changes in equity and consolidated cash flows of the Group and changes
in equity of the Company for the financial year ended on that date.

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group in
accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Other information

Management is responsible for other information. The other information comprises information
included in the Directors' statement set out on page 1 to 3, but does not include the financial
statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.

Other matters

TRADEGECKO PTE. LTD. 61


The financial statements of the Group and the Company for the period ended 31 December 2019 were
audited by another auditor who expressed an unmodified opinion on those statements on 28 August
2020.

TRADEGECKO PTE. LTD. 62


Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Responsibilities of management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of
internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of


accounting estimates and related disclosures made by management.

TRADEGECKO PTE. LTD. 63


Independent auditor’s report
For the financial year ended 31 December 2020

Independent auditor’s report to the members of Tradegecko Pte. Ltd.

Auditor’s responsibilities for the audit of the financial statements (cont’d)

 Conclude on the appropriateness of management’s use of the going concern basis of


accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and
by the subsidiary corporation incorporated in Singapore of which we are the auditors have been
properly kept in accordance with the provisions of the Act.

Ernst & Young LLP


Public Accountants and
Chartered Accountants
Singapore
27 August 2021

TRADEGECKO PTE. LTD. 64


Consolidated statement of comprehensive income
For the financial year ended 31 December 2020

Group
1 January to 1 April to 31
31 December December
Note 2020 2019
US$'000 US$'000
Restated

Revenue 4 11,602 6,852

Cost of sales (3,724) (2,651)

Gross profit 7,878 4,201

Other income 5 71,131 31


Other expenses 7 (115) –
Expenses:
- Distribution and product development expense 7 (6,042) (10,661)
- Administrative expense 7 (2,708) (1,992)
- Finance expense (532) (667)
- Gain/(loss) from fair value movement of convertible notes 20 1,172 (788)

Profit/(loss) before tax 7 70,784 (9,876)

Income tax expense 8 (12) –

Profit/(loss) for the year/period 70,772 (9,876)

Other comprehensive income for the year


Items that will not be reclassified to profit or loss in
subsequent periods (net of tax):
- Foreign currency translation reserves (191) (268)

Total comprehensive income for the year/period 70,581 (10,144)

TRADEGECKO PTE. LTD. 65


TRADEGECKO PTE. LTD. 66
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Balance sheets
As at 31 December 2020

Group Company
Note 2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Non-current assets
Plant and equipment 9 – 95 – 64
Intangible assets 10 – 931 – 891
Investments in subsidiaries 11 – – 18 508
Amounts owing by subsidiaries 14 – – 4,666 4,454

– 1,026 4,684 5,917

Current assets
Trade and other receivables 12 1,010 859 986 775
Cash and bank balances 13 6,262 817 5,861 588
Amounts owing by ultimate holding
Company 14 707 – 559 –

7,979 1,676 7,406 1,363

Total assets 7,979 2,702 12,090 7,280

Current liabilities
Other payables 15 1,273 2,113 1,263 1,954
Contract liabilities 4 3,120 2,491 3,120 2,033
Borrowings 20 – 11,695 – 11,695
Income tax payables 12 – – –
Amounts owing to ultimate holding
Company 16 234 – 234 –
Amounts owing to subsidiaries 16 – – 81 71

4,639 16,299 4,698 15,753

Net current assets/(liabilities) 3,340 (14,623) 2,708 (14,390)

Total liabilities 4,639 16,299 4,698 15,753

Net assets/(liabilities) 3,340 (13,597) 7,392 (8,473)

Equity

Share capital 17 21,409 10,451 21,409 10,451


Accumulated losses (24,198) (29,779) (20,146) (24,356)
Capital contribution reserve 6,129 – 6,129 –
Share option reserves 19 – 5,922 – 5,585
Currency translation reserves – (191) – (153)

Total equity 3,340 (13,597) 7,392 (8,473)

TRADEGECKO PTE. LTD. 67


Total equity and liabilities 7,979 2,702 12,073 7,280

TRADEGECKO PTE. LTD. 68


The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.Statements of changes in equity
For the financial year ended 31 December 2020

Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000

Group
At 1 April 2019 10,451 – 2,558 (19,903) 77 (6,817)
Total comprehensive
income

Loss for the period – – – (9,876) – (9,876)


Currency translation
gains arising from
consolidation – – – (268) (268)

Total comprehensive
income for the
financial period – – – (9,876) (268) (10,144)
Contributions by and
distributions
to owners
Share-based payment
transactions
(Note 19) – – 3,364 – – 3,364

At 31 December 2019
and 1 January 2020 10,451 – 5,922 (29,779) (191) (13,597)
Total comprehensive
income

Profit for the year – – – 70,772 – 70,772


Items that will not b e
reclassified to profit or
loss in sub sequent
periods (net of tax):
Effect of change in
functional currency – – (191) 191 –

Total comprehensive
income for the
financial year – – – 70,581 191 70,772
Contributions by and
distributions to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Share-based payment
transactions
(Note 19) – – (5,922) – – (5,922)
Dividend paid
(Note 18) – – – (65,000) – (65,000)

TRADEGECKO PTE. LTD. 69


At 31 December 2020 21,409 6,129 – (24,198) – 3,340

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Statements of changes in equity
For the financial year ended 31 December 2020

Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000

Company

At 1 April 2019 10,451 – 2,577 (16,437) – (3,409)


Total comprehensive
income

Loss for the period – – – (7,919) – (7,919)


Currency translation
gains arising from
consolidation – – – (154) (154)

Total comprehensive
income for the
financial period – – – (7,919) (154) (8,073)
Contributions by and
distributions
to owners
Share-based payment
transactions (Note 19) – – 3,009 – – 3,009

At 31 December 2019
and 1 January 2020 10,451 – 5,586 (24,356) (154) (8,473)
Total comprehensive
income

Profit for the year – – – 69,364 – 69,364


Items that will not b e
reclassified to profit or
loss in sub sequent
periods (net of tax):
Effect of change in
functional currency (154) 154 –

Total comprehensive
income for the
financial year – – – 69,210 154 69,364
Contributions by and
distributions
to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129

TRADEGECKO PTE. LTD. 70


Share-based payment
transactions (Note 19) – – (5,586) – – (5,586)
Dividend paid (Note 18) – – – (65,000) – (65,000)

At 31 December 2020 21,409 6,129 – (20,146) – 7,392

TRADEGECKO PTE. LTD. 71


The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Consolidated statement of cash flows
For the financial year ended 31 December 2020

Group
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000

Cash flow from operating activities


Profit/(loss) before tax 70,784 (9,876)
Adjustments for:
- Interest income (9) (1)
- Interest expense 532 667
- Depreciation of plant and equipment 34 37
- Amortisation of intangible assets 119 105
- Write off of plant and equipment 69 –
- Write off of intangible assets 1,186 –
- Share-based payment (reversal)/expenses (1,864) 3,364
- Allowance for expected credit loss 596 –
- Gain on sale of intellectual and intangible property rights (70,804) –
- (Gain)/loss from fair value adjustment of convertible notes (1,172) 788

Operating cash flows before changes in working capital (529) (4,916)


Changes in trade and other receivables (747) (241)
Changes in other payables (840) 1,512
Changes in deferred revenue 629 485
Changes in amount due from ultimate holding company (473) –

Net cash used in operations (1,960) (3,160)


Interest received 9 1
Interest paid – (46)

Net cash flows used in operating activities (1,951) (3,205)

Cash flows from investing activities


Purchase of plant and equipment (8) (34)
Additions to intangible assets (374) (583)
Proceeds from sales of intellectual and intangible property rights 70,804 –

Net cash flows from/(used in) investing activities 70,422 (617)

Cash flows from financing activities


Restricted cash pledged 250 –
Proceeds from issuance of convertible notes 970 2,331
Repayment of borrowings (1,067) (286)
Cash settlement for share options (4,058) –
Contribution by ultimate holding company 6,129 –
Dividend paid (65,000) –

Net cash flows (used in)/from financing activities (62,776) 2,045

Net increase/(decrease) in cash and cash equivalents 5,695 (1,777)

Effects of currency translation on cash and cash equivalents – (268)

TRADEGECKO PTE. LTD. 72


Cash and cash equivalents at beginning of the year/date of incorporation
(Note 13) 567 2,612

Cash and cash equivalents at end of the year/period (Note 13) 6,262 567

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

TRADEGECKO PTE. LTD. 73


1. Corporate information

Tradegecko Pte. Ltd. (the "Company") is a private limited company incorporated and
domiciled in Singapore. On 2 September 2020, the Company was wholly acquired by Intuit
Inc., (Co. Reg. No. T05UF1740J) which is incorporated in Delware, United States of America.
Intuit Inc. is the Company’s ultimate holding company.

The registered office and principal place of business of the Company is located at 121 Telok
Ayer Street #02-00, Singapore 068590.

The principal activities of the Company are development and sale of inventory and other
management software and programming activities.

The principal activities of the subsidiaries are disclosed in Note 11 to the financial
statements.

2. Summary of significant accounting policies

2..1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company have been prepared in accordance with Singapore
Financial reporting Standards ("FRS").

The financial statements have been prepared on a historical cost basis except as disclosed
in the accounting policies below and are presented in United States Dollars ("USD" or "US$")
and all values in the tables are rounded to the nearest thousand ("US$'000"), except when
otherwise indicated.

Change in functional and presentation currency

With effect from 1 January 2020, as a result of a change in underlying transactions, events
and conditions relevant to the Company, the functional currency of the Group was changed
from Singapore Dollars (SGD) to United States Dollars (USD).

The effect of change in functional currency has been applied prospectively from 1 January
2020. In line with the change in functional currency, the presentation currency of the financial
statements was changed from SGD to USD. The change in presentation currency has been
applied retrospectively with comparatives restated using the following rates:

 Assets and liabilities of all corresponding figures presented (including opening balance
from the beginning of earliest period presented) were translated at the closing rates of
respective year end;

 Profit or loss items of all corresponding figures presented were translated at the average
for the financial year approximating the exchange rates at the date of transactions;

 Equity items of all corresponding figures presented were translated at the respective
historical rates of exchange and,

 All resulting exchange differences were recognised in other comprehensive income.

TRADEGECKO PTE. LTD. 74


2. Summary of significant accounting policies (cont’d)

2..2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year
except in the current financial year, the Group has adopted all the new and revised standards
which are effective for annual financial periods beginning on or after 1 January 2020. The
adoption of these standards did not have any material effect on the financial performance or
position of the Group.

2..3 Standards issued but not yet effective

The Group has not adopted the following standards and interpretations that have been issued
but not yet effective:

Effective for annual


reporting periods
Description beginning on or after

Amendments to FRS 109 Financial Instruments, FRS 39 Financial 1 January 2021


Instruments: Recognition and Measurement, FRS 107 Financial
Instruments: Disclosures, FRS 104 Insurance Contracts, FRS 116
Leases: Interest Rate Benchmark Reform – Phase 2
Amendments to FRS 116: COVID-19 Related Rent Concessions 1 April 2021
beyond 30 June 2021
Amendments to FRS 16 Property, Plant and Equipment: Proceeds 1 January 2022
before Intended Use
Amendments to FRS 37 Provisions, Contingent Liabilities and 1 January 2022
Contingent Assets: Onerous Contracts – Cost of Fulfilling a
Contract
Annual Improvements to FRSs 2018-2020 1 January 2022
Amendments to FRS 103 Business Combinations: Reference to the 1 January 2022
Conceptual Framework
Amendments to FRS 1 Presentation of Financial Statements: 1 January 2023
Classification of Liabilities as Current or Non-current
Amendments to FRS 1 and FRS Practice Statement 2: Disclosure 1 January 2023
of Accounting Policies
Amendments to FRS 8: Definition of Accounting Estimates 1 January 2023
Amendments to FRS 110 Consolidated Financial Statements and Date to be determined
FRS 28 Investments in Associates and Joint Ventures: Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture

The directors expect that the adoption of the standards above will have no material impact on
the financial statements in the period of initial application.

TRADEGECKO PTE. LTD. 75


2. Summary of significant accounting policies (cont’d)

2.4 Basis of consolidation and business combinations

(a) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries at the end of the reporting period. The financial statements of the
subsidiaries used in the preparation of the consolidated financial statements are prepared
for the same reporting date as the Company. Consistent accounting policies are applied
to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.

Subsidiaries is consolidated from the date of acquisition, being the date on which the
Group obtains control, and continues to be consolidated until the date that such control
ceases.

(b) Business combination

Business combinations are accounted for by applying the acquisition method. Identifiable
assets acquired and liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. Acquisition-related costs are recognized as
expenses in the periods in which the costs are incurred and the services are received.

Any contingent consideration to be transferred by the acquirer will be recognized at fair


value at the acquisition date. Subsequent changes to the fair value of the contingent
consideration which is deemed to be an asset or liability, will be recognized in the
statement of comprehensive income.

2..4 Subsidiaries

A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.

In the Company’s separate financial statements, investment in subsidiaries is accounted for


at cost less any impairment losses.

2..5 Foreign currency

The financial statements are presented in United States Dollars ("USD"), which is also the
Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using
that functional currency.

(a) Transactions and balances

Transactions in foreign currencies are measured in the respective functional currencies of


the Company and its subsidiaries and are recorded on initial recognition in the functional
currencies at exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the end of the reporting period. Non-monetary items that are
measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions.

TRADEGECKO PTE. LTD. 76


2. Summary of significant accounting policies (cont’d)

2.6 Foreign currency (comt’d)

(a) Transactions and balances (cont’d)

Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was measured.

Exchange differences arising on the settlement of monetary items or on translating


monetary items at the balance sheet are recognised in the statement of comprehensive
income.

(b) Consolidated financial statements

For consolidation purposes, the assets and liabilities of foreign operations are translated
into USD at the rate of exchange ruling at the end of the reporting period and their profit
or loss are translated using the average exchange rates for the financial year. The
exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognised in profit or loss.

(a).6 Plant and equipment

All items of plant and equipment are initially recorded at cost. Subsequent to recognition,
plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses.

Depreciation is computed on a straight-line basis over the estimated useful life of the asset
as follows:

Computers 3 years
Furniture and fittings 3 years
Leasehold improvements Shorter of 3 years or lease term

The carrying values of plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial
year-end and adjusted prospectively if appropriate.

An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of
the asset is included in profit or loss in the year the asset is derecognised.

TRADEGECKO PTE. LTD. 77


2. Summary of significant accounting policies (cont’d)

(a).7 Intangible assets

Research and development costs

Research costs are expensed as incurred. Development expenditure on an individual project


is recognised as an intangible asset only when the Group can demonstrate the technical
feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate
future economic benefits, the availability of resources to complete and the ability to measure
reliably the expenditure during the development. Any expenditure capitalised is amortised
over the period of expected benefit from the related project over 5 years, commencing on the
date it becomes available for use or sale. During the period of development, the asset is
tested for impairment annually. The amortisation of development costs is allocated to cost of
sales.

(a).8 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may
be impaired. If any indication exists, or when an annual impairment testing for an asset is
required, the Group makes an estimate of the asset's recoverable amount.

An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value
less costs of disposal and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.

Impairment losses are recognised in profit or loss.

A previously recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such
reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be
reversed in future periods.

TRADEGECKO PTE. LTD. 78


2. Summary of significant accounting policies (cont’d)

(a).9 Financial instruments

(a) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial assets at initial recognition.

At initial recognition, the Group measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at fair value through profit or loss are expensed in profit or loss.

Trade receivables are measured at the amount of consideration to which the Group
expects to be entitled in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third party, if the trade receivables do
not contain a significant financing component at initial recognition.

Subsequent measurement

Investments in debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model


for managing the asset and the contractual cash flow characteristics of the asset. The
measurement category for classification of debt instruments is amortised cost.

Amortised cost

Financial assets that are held for the collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets are measured at amortised cost using the effective interest
method, less impairment. Gains and losses are recognised in profit or loss when the
assets are derecognised or impaired, and through amortisation process.

De-recognition

A financial asset is derecognised where the contractual right to receive cash flows from
the asset has expired. On derecognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income for debt
instruments is recognised in profit or loss.

TRADEGECKO PTE. LTD. 79


2. Summary of significant accounting policies (cont’d)

2.10 Financial instruments (cont’d)

(b) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument. The Group determines the
classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction costs.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or
loss are subsequently measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the liabilities are derecognised,
and through the amortisation process.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and
the consideration paid is recognised in profit or loss.

(a).10 Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instrumnts
not held at fair value through profit or loss and financial guarantee contracts. ECLs are based
on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL).
For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is recognised for credit losses expected over the
remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in
calculating ECLs. Therefore, the group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are 90 days past
due. However, in certain cases, the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.

TRADEGECKO PTE. LTD. 80


2. Summary of significant accounting policies (cont’d)

(a).11 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at banks that are readily convertible
to known amount of cash and which are subject to insignificant risk of changes in value.

(a).12 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and the amount of the obligation can be
estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will be
required to settle the obligation, the provision is reversed. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.

(a).13 Borrowing costs

Borrowings are presented as current liabilities unless the Group has an unconditional right to
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale. All
other borrowing costs are expensed in the period they occur. Borrowing costs consist of
interest and other costs that an entity incurs in connection with the borrowing of funds. .

(a).14 Employee benefits

(a) Defined contribution plan

The Singapore company in the Group makes contributions to the Central Provident Fund
scheme in Singapore, a defined contribution pension scheme. Contributions to defined
contribution pension schemes are recognised as an expense in the period in which the
related service is performed.

(b) Share-based compensation

The Group operates an equity-settled, share-based compensation plan.

The value of the employee services received in exchange for the grant of options is
recognised as an expense with a corresponding increase in the share option reserve over
the vesting period. The total amount to be recognised over the vesting period is
determined by reference to the fair value of the options granted on grant date. Non-market
vesting conditions are included in the estimation of the number of shares under options
that are expected to become exercisable on the vesting date. At each balance sheet
date, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding adjustment to the share
option reserve over the remaining vesting period.

TRADEGECKO PTE. LTD. 81


2. Summary of significant accounting policies (cont’d)

(a).15 Employee benefits

(b) Share-based compensation (cont’d)

Where the terms of the share option plan are modified, the expense that is not yet
recognised for the award is recognised over the remaining vesting period as if the terms
had not been modified. Additional expense is recognised for any increase in the total fair
value of the share options due to the modification, as measured at the date of
modification.

Upon acquisition by Intuit Inc. Group’s Share based compensation plan expired and
employees are eligible for Intuit Inc. stock compensation plan as offered

Employees of the Company receive remuneration in the form of share options and
restricted stock units (RSUs) in Intuit Inc. as consideration for services rendered. The
cost of these equity-settled transactions with employees is measured by reference to the
fair value of the options and units at the date on which the options and units are granted.
This cost is recognised in the income statement, with a corresponding increase in equity,
over the vesting period for options and over the service period for RSUs. The cumulative
expense recognised at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company’s best estimate of the number of
options and units that will ultimately vest. The charge or credit to the profit and loss
account for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised in employee benefit expense.

No expense is recognised for options and units that do not ultimately vest, except for
options and units where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied, provided that all
other performance and/or service conditions are satisfied.

When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account.

(c) Employee leave entitlement

Employee entitlements to annual leave are recognised when they are accrued to the
employees. A provision is made for the estimated liability for annual leave as a result of
services rendered by employees up to the end of each reporting period.

TRADEGECKO PTE. LTD. 82


2. Summary of significant accounting policies (cont’d)

(a).16 Revenue

Revenue is measured based on the consideration to which the Group expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third parties.

Revenue is recognised when the Group satisfies a performance obligation by transferring a


promised good or service to the customer, which is when the customer obtains control of the
good or service. A performance obligation may be satisfied at a point in time or over time. The
amount of revenue recognised is the amount allocated to the satisfied performance obligation.

Satisfaction of performance obligations

Revenue is recognised when the Group satisfies performance obligations by transferring


control of service promised to the customer.

(i) Revenue – subscription fees

Subscription fees are accounted for on a straight-line basis over the subscription term.
Amounts billed but yet to be recognised as revenue are included at the end of the
reporting period in “contract liabilities”.

(ii) Revenue – merchant services

Commission income is accounted for on a net basis and recognised at the point in time
when performance obligation is fulfilled. Costs related to merchant services are
recognised in the same period as commission income.

(iii) Revenue - Transfer pricing fee

Transfer pricing fee revenue relates to 6% cost plus charges to Intuit Inc. for R&D service.

(a).17 Government grants

Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.

Government grants receivable are recognised as income over the periods necessary to match
them with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income.

TRADEGECKO PTE. LTD. 83


2. Summary of significant accounting policies (cont’d)

(a).18 Income taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period, in the countries where the Group
operates and generates taxable income.

Current income taxes are recognised in profit or loss except to the extent that the tax
relates to items recognised outside profit or loss, either in other comprehensive income
or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

 where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and

 in respect of taxable temporary differences associated with investments in


subsidiaries where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.

TRADEGECKO PTE. LTD. 84


2. Summary of significant accounting policies (cont’d)

(a).19 Income taxes (cont’d)

(b) Deferred tax (cont’d)

Deferred tax assets are recognised for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:

 where the deferred income tax liability arises from the initial recognition of goodwill
or of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and

 In respect of deductible temporary differences associated with investments in


subsidiaries deferred tax assets are recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be
utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at the end of each
reporting period.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction
either in other comprehensive income or directly in equity.

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

 Where the sales tax incurred in a purchase of assets or services is not recoverable
from the taxation authority, in which case the sales tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and

 Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the balance sheets.

TRADEGECKO PTE. LTD. 85


2. Summary of significant accounting policies (cont’d)

(a).20 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That
is, if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of
assets (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of assets that are considered to be low
value. Lease payments on short-term leases and leases of low value assets are recognised
as expense on a straight-line basis over the lease term.

(a).21 Share capital and share issuance expenses

Ordinary shares

Proceeds from issuance of ordinary shares are recognised as share capital in equity
incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.

Preference shares

The Group’s non-redeemable convertible non-cumulative preference shares are classified as


equity, because they bear discretionary dividends, do not contain any obligations to deliver
cash or other financial assets and do not require settlement in a variable number of the
Group’s equity instruments. Dividends thereon are recognised as distributions within equity.

3. Significant accounting estimates and judgements

The preparation of the Group’s consolidated financial statements requires management to


make judgements, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each
reporting period. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the asset or liability
affected in the future periods.

Management is of the opinion that there are no significant judgments made in applying
accounting estimates and policies, and no estimation uncertainty that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.

TRADEGECKO PTE. LTD. 86


4. Revenue

The Group’s revenue streams disaggregated by their categories that depict the nature,
amount, timing and uncertainty of revenue and cash flows by their economic factors.

(a) Disaggregation of revenue

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated

Subscription fees 9,766 6,798


Merchant services 289 54
Transfer pricing fee 1,547 –

Timing of revenue recognition


At a point in time 1,836 54
Over time 9,766 6,798

11,602 6,852

(b) Contract liabilities

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Contract liabilities 3,120 2,491 3,120 2,033

The contract liabilities primarily relate to the advance consideration received from
customers in respect of their subscription to the Group’s inventory management
systems, for which revenue is recognised over time. The contract liabilities balance at
year/period end will be recognised as revenue over the next 12 months.

Significant changes in contract liabilities balances during the year/period are as follows:

Group Company
1 January to 1 April to 31 1 January to 1 April to 31
31 December December 31 December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Revenue recognised that was
included in the contract
liability balance at the
beginning of the year/period (2,491) (2,006) (2,033) (1,576)

TRADEGECKO PTE. LTD. 87


5. Other income

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Foreign exchange gain (net) – 20


Interest income 9 1
Sale of intellectual and intangible property rights 70,804 –
Government grants 256 1
Other income 62 9
71,131 31

In September 2020, the Company has entered into an Intellectual Property Assignment
Agreement with Intuit Inc. Through this agreement, Intuit Inc. acquired the Intellectual
property rights relating to the company’s business for a cash consideration of
US$70,804,000.

In 2020, the Group received wages support under the Jobs Support Scheme (“JSS”) from
Singapore Government as part of the Government’s measures to support businesses during
the period of economic uncertainty impacted by COVID-19. Government grants of
US$256,000 received are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income. Grant
received post acquisition by Intuit Inc. US$56,000 has been refunded back to Singapore
Government and the Company has declined all future Government grants

6. Employee compensation

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Wages and salaries 8,429 5,265


Share-based payment (reversal)/expenses (1,864) 3,364
Employer’s contribution to defined contribution plans 281 231

6,846 8,860

TRADEGECKO PTE. LTD. 88


7. Profit before tax

The following items have been included in arriving at profit/(loss) before tax:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated

Employee compensation (Note 6) 6,846 8,860


Foreign exchange loss (net) 115 –
Depreciation of plant and equipment (Note 9) 34 37
Amortisation of intangible assets (Note 10) 119 105
Write off of plant and equipment 69 –
Advertising expense 201 2,267
Listing costs – 831
Professional and consultancy fees 183 414
Sub-contractor charges 602 637
Rental on operating leases 306 302
Merchant service related costs 675 71
Technology costs 1,364 707
Travel and office expenses 380 465
Commissions 260 199
Transaction fees 333 222
Sales tax expense 235 –

8. Income tax expense

Major components of income tax expense

The major components of income tax expense for the financial year and period ended
31 December 2020 and 2019 are:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Current year income taxation 12 –

TRADEGECKO PTE. LTD. 89


8. Income tax expense (cont’d)

Relationship between tax expense and accounting profit/loss

A reconciliation between tax expense and the product of accounting loss multiplied by the
applicable corporate tax rate for the year and period ended 31 December 2020 and 2019 are
as follows:

Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000

Profit/(loss) before tax 70,784 (9,876)

Tax expenses/(benefits) at applicable tax rate of 17%


(2019: 17%) 12,033 (1,679)
Adjustments:
Effect of different tax rates in other country 158 (548)
Income not subject to tax (12,563) –
Non-deductible expenses 307 751
Utilisation of previously unrecognised deferred tax assets (240) –
Deferred tax assets not recognised 330 1,518
Others (13) (42)

12 –

Unrecognised tax losses

At the end of the reporting period, the Group has tax losses of approximately US$20,567,000
(2019: US$24,679,000) that are available for offset against future taxable profits of the
companies in which the losses arose, for which no deferred tax asset is recognised due to
uncertainty of its recoverability. The use of these tax losses is subject to the agreement of
the tax authorities and compliance with certain provisions of the tax legislation of the
respective countries in which the companies operate.

The tax losses and capital allowances have no expiry date except for the following:

Financial year Tax loses Year of expiry


US$'000

2017 443 2037


2018 656 2038
2019 1,974 2039

TRADEGECKO PTE. LTD. 90


9. Plant and equipment

Leasehold
Furniture improvement
Group Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000

Cost

At 1 April 2019 386 99 126 611


Additions 33 1 – 34

At 31 December 2019 and


1 January 2020 419 100 126 645
Additions 8 – – 8
Write off (427) (100) (126) (653)

At 31 December 2020 – – – –

Accumulated depreciation

At 1 April 2019 311 76 126 513


Charge for the period 32 5 – 37
At 31 December 2019 and
1 January 2020 343 81 126 550
Charge for the year 29 5 – 34
Write off (372) (86) (126) (584)

At 31 December 2020 – – – –

Net carrying amount

At 31 December 2020 – – – –

At 31 December 2019 76 19 – 95

TRADEGECKO PTE. LTD. 91


9. Plant and equipment (cont'd)

Leasehold
Furniture improvement
Company Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000

Cost

At 1 April 2019 311 99 126 53616


Additions 16 1 – 17

At 31 December 2019 and


1 January 2020 327 100 126 553
Additions 7 – – 7
Write off (334) (100) (126) (560)

At 31 December 2020 – – – –

Accumulated depreciation

At 1 April 2019 261 76 126 463


Charge for the period 21 5 – 26

At 31 December 2019 and


1 January 2020 282 81 126 489
Charge for the year 21 3 – 24
Write off (303) (84) (126) (513)

At 31 December 2020 – – – –

Net carrying amount

At 31 December 2020 – – – –

At 31 December 2019 45 19 – 64

TRADEGECKO PTE. LTD. 92


10. Intangible assets

Software development
costs
2020 2019
US$'000 US$'000
Group
Cost:
At 1 January 2020 /1 April 2019 1,079 496
Additions 374 583
Write off (1,453) –

At 31 December – 1,079

Accumulated amortisation:
At 1 January 2020 /1 April 2019 148 43
Amortisation 119 105
Write off (267) –

At 31 December – 148

Net carrying amount – 931

Company
At 1 January 2020 /1 April 2019 1,036 496
Additions 310 540
Write off (1,346) –

At 31 December – 1,036

Accumulated amortisation:
At 1 January 2020 /1 April 2019 145 43
Amortisation 114 102
Write off (259) –

At 31 December – 145

Net carrying amount – 891

TRADEGECKO PTE. LTD. 93


11. Investment in subsidiaries

Company
2020 2019
US$'000 US$'000

Shares, at cost 1 1
Deemed investment 17 507

18 508

The Company has the following investment in subsidiaries.

Proportion
(%) of
Principal place ownership
Name of company of business Principal activities interest
2020 2019
Held by the Company

TGVI Pte. Ltd.(a) Singapore Merchant services platform 100 100

TradeGecko Software Canada Canada Inventory and order 100 100


Ltd management software

TradeGecko, Inc(b) United States Dormant 100 100


of Amercia

TradeGecko Software Australia Dormant 100 100


Australia Pty Ltd(b)

(a) Audited by Ernst & Young LLP in Singapore


(b) Applied for dissolution in financial year

TRADEGECKO PTE. LTD. 94


12. Trade and other receivables

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Trade receivables
Third parties 633 121 633 121
Less: Allowance for expected
credit losses (499) – (499) –

134 121 134 121

Accrued sales 245 275 233 225


Less: Allowance for expected
credit losses (97) – (97) –
282 396 270 346
Prepayments 634 362 634 340
Deposits 94 101 82 89

Total trade and other receivables 1,010 859 986 775


Add: Cash and cash equivalents
(Note 13) 6,262 817 5,861 587
Less: Prepayments (634) (362) (634) (340)

Total financial assets carried at


amortised costs 6,638 1,314 6,213 1,022

Trade receivables are unsecured, non-interest bearing and are generally on 30 days term.
They are recognised at their original invoice amounts which represent their fair values on
initial recognition.

Trade and other receivables are denominated in United States Dollars.

The movement in allowance for expected credit losses of trade and other receivables
computed based on lifetime ECL was as follows:

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

At beginning of the year – – – –


Provision for expected credit
losses 596 – 596 –

At end of the the year 596 – 596 –

TRADEGECKO PTE. LTD. 95


13. Cash and bank balances

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Cash and bank balances 6,262 817 5,861 587


Less: Restricted cash – (250) – –

Cash and cash equivalents 6,262 567 5,861 587

In 2019, cash at bank is pledged in relation to the security granted for borrowings (Note 20),
in which the banks have a first charge in the event the Company does not meet the debt
servicing requirement. Included in cash at bank is restricted cash of Nil (2019: US$250,000)
as the Group is required to maintain a minimum cash balance with a bank at all times.

Cash and bank balances are denominated in the following currencies:

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

United States dollar 6,177 296 5,791 150


Singapore dollar 79 444 70 437
Canadian dollar 6 77 – –

14. Amounts owing by subsidiaries and ulitimate holding company

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000


Non-current
Amounts owing by subsidiaries – – 4,666 4,455
Current assets
Amounts owing by the ultimate
holding Company 707 – 559 –

Amounts owing by subsidiaries are unsecured, interest free and receivable on demand. As at
31 December 2020, the amounts classified as non-current assets as repayment is not
expected within the next 12 months.

Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.

TRADEGECKO PTE. LTD. 96


15. Other payables

Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Other payables – third parties 98 1,717 95 1,659


Accrued operating expenses 940 396 933 295
Sales tax payable 235 – 235 –

Total other payables 1,273 2,113 1,263 1,954

Other payables are denominated in the following currencies:

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

United States dollar 298 1,415 298 1,366


Singapore dollar 972 598 965 588
Canadian dollar 3 100 – –

16. Amounts owing to subsidiaries and the ulitimate holding company

Group Company
2020 2019 2020 2019

US$'000 US$'000 US$'000 US$'000

Amounts owing to subsidiaries – – 81 71


Amounts owing to the ultimate
holding Company 234 – 234 –

Amounts owing by subsidiaries are unsecured, interest free and receivable on demand.

Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.

TRADEGECKO PTE. LTD. 97


17. Share capital

Group and Company


2020 2019
No. of shares US$ No. of shares US$

Fully paid ordinary shares with


no-par value:
At 1 January 2020/1 April 2019 14,000,000 34 1,400,000 34
Effect of stock split – – 12,600,000 –
Conversion of Preference shares 11,781,200 1,142,308 – –
Conversion of Convertible Notes 11,449,375 10,957,748 – –

At 31 December 37,230,575 12,100,090 14,000,000 34

Issued and fully paid preference


shares:
At 1 January 2020/1 April 2019 2,702,156 10,451,266 2,702,156 10,451,266
Conversion to ordinary shares (1,178,120) (1,142,308) – –

At 31 December 1,524,036 9,308,958 2,702,156 10,451,266


Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time,
and are entitled to one vote per share at meetings of the Company. All issued ordinary
shares are fully paid, with no par value

Preference shares

The holders of preference shares are entitled to attend and vote together with the holders of
the ordinary shares of the Company on an as-converted basis; receive dividends as and when
declared by the Company pari passu with holders of the ordinary shares; and receive in
preference to holders of ordinary shares an amount (the "Liquidation Amount") equal to 125%
of their investment amount held out of the net proceeds from liquidation, dissolution or
winding up of the Company after payments to all creditors of the Company, whether secured
or unsecured. After payment of the Liquidation Amount to holders of the preference shares,
the remaining assets shall be distributed ratably to the holders of ordinary shares and
preference shares on a fully converted basis ("Participation Distribution").

The holders have a 125% liquidation preference on their invested capital and the aggregate of
the Liquidation Amount and Participation Distribution payable to each holder of the preference
shares shall be capped at an amount equal to 250% of such holder's investment amount. The
preference shares are convertible to ordinary shares, at the election of the preference
shareholders. Prior to the ordinary shares stock split in July 2019, this conversion was on a 1
for 1 basis. As a result of the stock split the conversion ratio was amended to 10 ordinary
shares for each preference share.

TRADEGECKO PTE. LTD. 98


17. Share capital (cont'd)

Preference shares (cont’d)

On 2 September 2020, the Company was wholly acquired by Intuit Inc. As part of the
acquisition terms,

(i) 1,178,120 preference shares were converted to ordinary shares

(ii) 1,524,036 unconverted preference shares in issue at the date of closing were
acquired by Intuit Inc. at a price based on the liquidation preference cap respective to
the individual shares.

18. Dividends

1 January to
31 1 April to 31
December December
2020 2019
US$'000 US$'000

Cash dividends on ordinary shares declared and paid: 1


Interim dividend for 2020 US$ 1.746 per ordinary share
(2019:Nil) 65,000 –

During the financial year, the Company has declared and paid US$65,000,000 interim
dividend to the ultimate holding company.

19. Share based payments

Share options were granted to key management personnel and employees of the Group
under the TradeGecko Employee Share Option Plan 2018 (“2018 Scheme”). The 2018
Scheme is a replacement award, which effectively cancels the Employee Share Option
Scheme 2014 (the “2014 Scheme”).

The exercise price of the options is determined by the Board at its sole and absolute
discretion. Each option shall commence vesting as to ¼ after a period of one year from the
offeree’s date of employment or such other date determined by the Board and stated in the
letter of offer, and the remainder shall vest as to 1/16 at the end of each subsequent quarter
over the following three-year period. Once the share options are vested, they are exercisable
at the earlier of: (i) Initial Public Offering; (ii) Three months following the date a Trade Sale
becomes effective; or (iii) Three months immediately before the tenth anniversary of the grant
date. The Group has no legal or constructive obligation to repurchase or settle the options in
cash. As a result of the 10 for 1 ordinary share split in July 2019, a similar 10 for 1 split was
effected for all existing unexercised options and the exercise price for each option was
reduced by a factor of 10. On 19 November 2019, options to subscribe for 4,679,780 ordinary
shares in the Company at exercise prices ranging from $0.001 to $0.84 per ordinary share
were granted pursuant to the 2018 Scheme.

Upon acquisition of the Company by Intuit Inc., on 2 September 2020, the condition (ii) above
was met and as part of the acquisition terms, Intuit Inc., has settled all outstanding share
options as at that date.

TRADEGECKO PTE. LTD. 99


19. Share based payments (cont'd)

Movements in the number of unissued ordinary shares under option and their exercise prices
are as follows:

At
be ginning Grante d Forfe ite d Paid
of during during during At e nd of
financial Effe ct of financial financial financial financial
ye ar/ s tock ye ar/ ye ar/ ye ar/ ye ar/ Exe rcis Exe rcis e
Group pe riod s plit pe riod pe riod pe riod pe riod e price pe riod

31
De ce m be r
2020
2018 Scheme $0.001 to 1.3.2022 to
option 8,336,480 – 10,000 (309,169) (8,037,311) – $0.84 29.2.2032

31
De ce m be r
2019
2018 Scheme $0.001 to 1.3.2022 to
option 337,457 3,397,113 4,679,780 (117,870) – 8,336,480 $0.84 29.2.2032

Significant inputs for Black Scholes Model adopted are as follows:

19 November 2019

Options granted date


Fair value $0.39 to $1.09
Share price $1.09
Exercise price $0.001 to $0.84
Annual risk-free interest rate 1.53%
Volatility 40%
Dividend yield 0%

The volatility measured as the standard deviation of expected share price returns was
estimated based on an analysis of peer companies.

On 2 September 2020, the Company has entered into an agreement to be wholly acquired by
Intuit Inc. Under the acquisition terms, all issued and vested in-the money share options were
net settled, as part of the overall acquisition of the Company. All other options were lapsed at
the time of the acquisition.

TRADEGECKO PTE. LTD. 100


20. Borrowings

Group and Company


2020 2019
US$'000 US$'000
Current
Bank borrowings - secured – 250
Convertible notes – 11,445

Total borrowings – 11,695

Bank borrowings

Bank borrowings were secured by a fixed and floating charge on all assets, including cash
accounts, tangible and intangible assets.

The bank borrowings had fixed interest rate of 8% (2019: 8%) and as at the balance sheet
date, the fair value of the borrowings is US$Nil (2019: US$250,000). The fair values are within
Level 2 of the fair value hierarchy.

The bank borrowings had been fully repaid on 28 April 2020.

Convertible notes

On 22 June 2018, the Group and Company entered into a convertible loan agreement with
noteholders with total proceeds of $6,769,000. The principal sum of the convertible loan bears
interest at the rate of 10% per annum.

Between June 2019 and October 2019, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$2,331,000 that was originally
repayable on 31 March 2020. The principal sum of the convertible loan bears interest at the
rate of 10% per annum. The noteholders agreed to an extension of the repayment maturity
date to 31 July 2020.

Between February 2020 and March 2020, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$970,000. The principal sum of the
convertible loan bears interest at the rate of 10% per annum.

On 2 September 2020, the Company was acquired by Intuit Inc. Under the terms of the
agreement, the convertible notes converted to 11,449,375 ordinary shares of the Company
and the noteholders participated in the sales proceeds upon completion of the acquisition.

TRADEGECKO PTE. LTD. 101


20. Borrowings (cont'd)

Convertible notes (cont’d)

The convertible loan is a financial liability and has conversion features that are embedded
derivatives. On initial recognition, the Group designated the convertible loan in its entirety as
financial liabilities at fair value through profit or loss with an initial carrying value of total
consideration. Subsequent to initial recognition, the Group with the assistance of an external
appraiser, measures financial instruments – convertible notes at fair value at each reporting
date. When the fair values of financial assets and financial liabilities recorded in the
consolidated statements of financial position cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques including Probability
Weighted Expected Return Method (“PWERM”). Under a PWERM, the value of various
securities is estimated based upon an analysis of future values for the enterprise assuming
various future outcomes. Share value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future out comes
available to the enterprise, as well as the rights of each share class. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values. Judgments include considerations
of inputs such as probabilities ascribed to the analysis of future values for the enterprise
assuming various future outcomes – IPO and Maturity (Redemption of Convertible Notes)
Changes in assumptions about these factors could affect the reported fair value of financial
instruments and is discussed further below.

Level 3
US$'000

Convertible notes 31 December 2019 11,445

The following table shows the information about fair value measurements using significant
unobservable inputs (Level 3).

31 December 2019

Valuation Unobservable Sensitivity of the input


Description techniques input Weighted average to fair value

Convertible notes Probability IPO date Time to IPO is The estimated fair value
w eighted expected w ould decrease by 5%
return IPO share price 2019: 0.58 year if: discount rate w as higher
method Discount rate
IPO share price of by 2019: 40% year
2019: US$1.90
The estimated fair value
Discount rate 2019: 1.63% w ould decrease by 5%
if: IPO share price w as
higher by
2019: US$0.35 year

TRADEGECKO PTE. LTD. 102


20. Borrowings (cont'd)

A reconciliation of liabilities arising from Group’s financing activities is as follows:

Non-cash changes
Interest
expense/
1 January fair value Conversion 31 December
2020 Cash flow adjustment to Equity 2020
US$’000 US$’000 US$’000 US$’000 US$'000

Bank borrowing 250 (250) – – –


Convertible notes 11,445 153 (640) (10,958) –

11,695 (97) (648) (10,958) –

Non-cash changes
Interest
expense/ Foreign
1 April fair value exchange 31 December
2019 Cash flow adjustment movement 2019
US$’000 US$’000 US$’000 US$’000 US$'000

Bank borrowing 535 (332) 46 1 250


Convertible notes 7,706 2,331 1,410 (2) 11,445

8,241 1,999 1,456 (1) 11,695

TRADEGECKO PTE. LTD. 103


21. Related party transactions

(a) Services

In addition to the related party information disclosed elsewhere in the financial


statements, the following significant transactions between the Group and related parties
took place during the year and period at terms agreed between the parties:

Group Company
1 January to 1 January to
31 1 April to 31 31 1 April to 31
December December December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000

Transfer pricing fees charged to


ultimate holding company 1,548 – 1,400 –
Transfer pricing fees charged by
subsidiaries – – 340 –
Payment on behalf for
subsidaries – – 202 1,261
Reimbursement of expenses
from ultimate holding company 814 – 814 –

(a) Key management personnel compensation

1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000

Key management personnel compensation


Salaries and bonus 1,317 317
Share-based payment expenses 3,375 1,635
4,692 1,952

Key management personnel are the directors and those persons having authority and
responsibility for planning, directing and controlling the activities of the Group, directly or
indirectly.

TRADEGECKO PTE. LTD. 104


22. Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from its operations and the
use of financial instruments. The key financial risks include credit risk, liquidity risk and
foreign currency risk. Senior management reviews and agrees policies and procedures for the
management of these risks. It is and has been throughout the current financial year and
previous financial period, the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken.

The following sections provide details regarding the Group’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Group’s exposure to credit risk arises
primarily from trade debtors. For other financial assets, the Group minimises credit risk
by dealing exclusively with high credit rating counterparties.

In the aspect of credit risk arising from the inability of customers of the Group to make
payments when their debts fall due, it is the Group’s policy to provide credit terms to
creditworthy and reputable customers. In addition, receivable balances are monitored on
an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Information on trade and other receivables are disclosed in Note12.

Trade and other receivables are regularly monitored by the Group and reviewed for
impairment. Most of the receivables are within the credit terms set by the Group.
Although the receivables are generally unsecured, the credit risk is considered to be low
as subscription fees are collected upfront and recognised as contract liabilities. The
credit risk on deposits with banks is limited because the Group mainly places the
deposits in banks with high credit ratings.

The Group’s maximum exposure to credit risk, in the event that the counter-parties to the
transactions with the Group fail to perform their obligations as at the end of the reporting
period in relation to each class of recognised financial assets, is the carrying amount of
those assets as indicated in the balance sheet, and is generally limited to the amounts,
if any, by which the counter-parties’ obligations exceed the obligations of the Group.

TRADEGECKO PTE. LTD. 105


22. Financial risk management objectives and policies (cont’d)

(b) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to
liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities.

The Group’s and the Company’s liquidity risk management policy is to maintain sufficient
liquid financial assets with a bank. The Group does not have any bank loans and bank
borrowings as at the end of the reporting period.

The table below summarises the maturity profile of the Group’s and the Company's
financial liabilities at the end of the reporting period based on contractual undiscounted
repayments.

One year or One year or


less less
2020 2019
US$'000 US$'000
Group
Financial assets:
Trade and other receivables 376 497
Cash and cash equivalents 6,262 817
Amounts owing by ultimate holding company 707 –

Total undiscounted financial assets 7,345 1,314

Financial liabilities:
Other payables 1,273 2,113
Borrowings – 11,695
Amount owing to ultimate holding company 234 –

Total undiscounted financial liabilities 1,507 13,808

Net undiscounted financial assets/(liabilities) 5,838 (12,494)

TRADEGECKO PTE. LTD. 106


22. Financial risk management objectives and policies (cont’d)

(a) Liquidity risk (cont’d)

One year or More than


less one year Total
US$'000 US$'000 US$'000
2020
Company
Financial assets:
Trade and other receivables 352 – 352
Cash and cash equivalents 5,861 – 5,861
Amount owing by subsidiaries – 4,666 4,666
Amounts owing by ultimate holding company 559 – 559

Total undiscounted financial assets 6,772 4,666 11,438

Financial liabilities:
Other payables 1,263 – 1,263
Amounts owing to subsidiaries 81 – 81
Amounts owing to ultimate holding company 234 – 234

Total undiscounted financial liabilities 1,578 – 1,578

Net undiscounted financial assets 5,194 4,666 9,860

2019
Company
Financial assets:
Trade and other receivables 435 – 435
Cash and cash equivalents 587 – 587
Amount owing by subsidiaries – 4,454 4,454

Total undiscounted financial assets 1,022 4,454 5,476

Financial liabilities:
Other payables 1,954 – 1,954
Borrowings 11,695 – 11,695
Amounts owing to subsidiaries 71 – 71

Total undiscounted financial liabilities 13,720 – 13,720

Net undiscounted financial (liabilities)/assets (12,698) 4,454 (8,244)

TRADEGECKO PTE. LTD. 107


22. Financial risk management objectives and policies (cont’d)

(c) Foreign currency risk

Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate
due to changes in foreign exchange rates.

The Group and the Company are exposed to foreign currency risks on trade and other
receivables, cash at bank and other payables in currencies other than USD. At the
balance sheet date, such foreign balances are mainly in Singapore Dollars (“SGD”).

Exposure to foreign currency risk is monitored on an ongoing basis by the Group and the
Company to ensure that the net exposure is at an acceptable level.

The Group's and the Company's currency exposure is as follows:

2020 2019
SGD SGD
US$'000 US$'000
Group
Financial assets
Cash and cash equivalents 79 444
Trade and other receivables – 648

79 1,092

Financial liabilities
Other payables (972) (598)
Borrowings – (11,695)

(972) (12,293)

Net liabilities (893) (11,201)

2020 2019
SGD SGD
US$'000 US$'000
Company
Financial assets
Cash and cash equivalents 70 437
Trade and other receivables – 576

70 1,013

Financial liabilities
Other payables (965) (588)
Borrowings – (11,695)

(965) (12,283)

Net liabilities (895) (11,270)

TRADEGECKO PTE. LTD. 108


22. Financial risk management objectives and policies (cont’d)

(c) Foreign currency risk (cont’d)

If the SGD change against the USD by 5% (2019: 5%) and 5% (2019: 5%) respectively
with all other variables including tax rate being held constant, the effects arising from the
net financial liabilities that are exposed to the currency risk will be as follows:

2020 2019
US$'000 US$'000
Group
SGD against USD
- strengthened (45) (560)
- weakened 45 560

Company
SGD against USD
- strengthened (45) (564)
- weakened 45 564

23. Capital management

The primary objective of the Group's capital management is to ensure that it maintains a
strong credit standing and healthy capital ratio in order to support its business and maximise
shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. In
order to fund its growth and working capital requirements, the Group issued ordinary shares
and preference shares. These preference shares include clauses that provide the holders with
significant benefits including liquidation preference and conversion options. To maintain or
adjust the capital structure, the Group may issue new shares for new capital injection.

No changes were made in the objectives, policies or processes during the year and period
ended 31 December 2020 and 31 December 2019.

TRADEGECKO PTE. LTD. 109


24. Comparative figures

The audited comparative figures presented in the financial statements are not entirely
comparable as they cover a period from 1 April 2019 to 31 December 2019.

During 2020, the Group modified the presentation of revenue and cost of sales of merchant
sales to reflect more appropriately in the nature and terms of transaction. Comparative
amounts in the consolidated statement of comprehensive income were restated for
consistency. As a result, US$697,504 was reclassified from “Cost of sales” to “Revenue”.

Since the amounts are reclassifications within the consolidated statement of comprehensive
income, this reclassification did not have any effect on the balance sheets and consolidated
statement of cash flows.

25. Authorisation of financial statements for issue

The financial statements for the financial year ended 31 December 2020 were authorised for
issue in accordance with a resolution of the directors on 27 August 2021.

TRADEGECKO PTE. LTD. 110

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