eServGlobal Half Yearly Report

8 Excluding legacy revenues. Legacy revenues of A$1.6m were recognized in H1 FY2012 as part of the now completed contract coverage performed as part of the divestiture of the USP assets and business unit to Oracle in 2010.

Appendix 4D

eServGlobal Limited

ABN 59 052 947 743

Half-year report and appendix 4D

for the half-year ended 30 April 2013

The half-year financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the October 2012 financial report.

Half-year report and appendix 4D

for the half year ended

30 April 2013

Contents

Results for announcement to the market 1

Directors' Report 2

Auditor's Independence Declaration 4

Independent Review Report 5

Directors' Declaration 7

Condensed consolidated Statement of Profit or Loss and Other Comprehensive Income 8

Condensed consolidated Statement of Financial Position 9

Condensed consolidated Statement of Changes in Equity 10

Condensed consolidated Statement of Cash Flows 11

Notes to the condensed consolidated Financial Statements 12

Results for announcement to the market

Directors' report

The directors of eServGlobal Limited submit herewith the financial report of eServGlobal Limited and its controlled entities (the Group) for the half-year ended 30 April 2013. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

Directors

The names of the directors of the company during or since the end of the half year are:

Richard Mathews Non Executive Chairman

Craig Halliday Chief Executive Officer & Director

François Barrault Non Executive Director

Stephen Baldwin Non Executive Director

Stephen Blundell Chief Finance Officer & Director (appointed 30 April 2013)

Paolo Montessori Chief Operating Officer & Director (appointed 30 April 2013)

John Conoley Non Executive Director (appointed 01 May 2013)

David Smart Non Executive Director (resigned 22 March 2013)

Jamie Brooke Non Executive Director (resigned 01 May 2013)

Review of Operations

This report is to be read in conjunction with other reports issued contemporaneously.

eServGlobal Limited is a public company listed on the Australian Securities Exchange (ASX:ESV) and the London Stock Exchange (AIM) (LSE:ESG). Along with its Head Office in Sydney, Australia, the eServGlobal group has operations worldwide.

eServGlobal specializes in mobile money solutions and value-added services (including promotions, loyalty, messaging, and multiplay) to help telecom service providers increase their revenue and gain and maintain customer ownership.

eServGlobal has been a source of innovative solutions for mobile and financial service providers for over 30 years. eServGlobal invests heavily in product development, using carrier-grade, next-generation technology and aligning with the requirements of more than 90 customers in 65 countries. Our mobile money solutions put feature-rich mobile financial services at the fingertips of users worldwide, covering the full spectrum of mobile wallet, mobile commerce, recharge and agent management features.

The international remittance service HomeSend®, based on eServGlobal technology and offered by our strategic business partner Belgacom International Carrier Services (BICS), is the market leader in mobile-to-mobile multilateral money transfer.

 In addition eServGlobal also offers a comprehensive suite of sophisticated, revenue generating Value-Added Services to engage subscribers in a dynamic manner. These services can be seamlessly integrated with our mobile money portfolio to extend loyalty and promotion offers.

The consolidated entity achieved sales revenue for the period of $13.621 million (2012: $12.599 million) - an increase of 8.1% due to new customer wins and existing customers extending their Mobile Money and Value Added Services footprint. The gross profit realised was $8.349 million (gross profit margin: 61%) (2012: $4.990 million (gross profit margin: 40%)). EBITDA for the period was a loss of $0.327 million (2012: EBITDA loss $7.764 million).

The net result of the consolidated entity for the half year ended 30 April 2013 was a loss after tax and minority interest for the period of $2.539 million (2012 $11.278 million loss). Loss per share was 1.1 cents (2012: loss per share 5.7 cents).

In accordance with the Group's accounting policies, development expenditure incurred during the period of $0.862 million (2012: $0.586 million) was capitalised in the Statement of Financial Position. The expenditure related to internally generated software comprising the HomeSend platform.

During the period, the cash flow for the period was a net inflow of $1.275 million primarily resulting from the issuance of 52,198,291 new ordinary shares at 21 pence ($0.32) generating net cash receipts of $15.925 million and the full repayment of $7.200 million of shareholder loans. Cash at 30 April 2013 was $5.087 million. 

Auditor's independence declaration

The auditor's independence declaration is included on page 4 of the half-year financial report.

Rounding off of amounts

The company is a company of the kind referred to in ASIC Class Order 98/100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors' report and the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

Signed in accordance with a resolution of the directors, made pursuant to s.306(3) of the Corporations Act 2001.

On behalf of the directors

Richard Mathews

Chairman

Brisbane, 28 June 2013

Deloitte Touche TohmatsuABN 74 490 121 060Grosvenor Place225 George StreetSydney NSW 2000PO Box N250 Grosvenor PlaceSydney NSW 1220 AustraliaDX: 10307SSETel: +61 (0) 2 9322 7000Fax: +61 (02) 9322 7001www.deloitte.com.au

The Board of Directors

eServGlobal Limited

c/- Simpsons Solicitors

Level 2, Pier 8/9

23 Hickson Road,

Millers Point NSW 2000

28 June 2013

Dear Board Members,

eServGlobal Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of eServGlobal Limited.

As lead audit partner for the review of the financial statements of eServGlobal Limited for the half year ended 30 April 2013, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

(ii) any applicable code of professional conduct in relation to the review.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Michael Kaplan

Partner

Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

Deloitte Touche TohmatsuABN 74 490 121 060Grosvenor Place225 George StreetSydney NSW 2000PO Box N250 Grosvenor PlaceSydney NSW 1220 AustraliaDX: 10307SSETel: +61 (0) 2 9322 7000Fax: +61 (02) 9322 7001www.deloitte.com.au

Independent Auditor's Review Report

to the Members of eServGlobal Limited

We have reviewed the accompanying half-year financial report of eServGlobal Limited, which comprises the condensed consolidated statement of financial position as at 30 April 2013, and the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, selected explanatory notes and, the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 7 to 15.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 30 April 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of eServGlobal Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Auditor's Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of eServGlobal Limited, would be in the same terms if given to the directors as at the time of this auditor's review report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of eServGlobal Limited is not in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the consolidated entity's financial position as at 30 April 2013 and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

DELOITTE TOUCHE TOHMATSU

Michael Kaplan

Partner

Chartered Accountants

Sydney, 28 June 2013

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

Directors' declaration

The directors declare that:

a) in the directors' opinion, there are reasonable grounds to believe the company will be able to pay its debts as and when they become due and payable; and

b) in the directors' opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity.

Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the directors

Richard Mathews

Chairman

Brisbane, 28 June 2013

Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 30 April 2013

Notes to the Financial Statements are included on pages 12 to 15Condensed consolidated statement of financial position

as at 30 April 2013

Notes to the Financial Statements are included on pages 12 to 15Condensed consolidated statement of changes in equity

for the half-year ended 30 April 2013

Notes to the Financial Statements are included on pages 12 to 15Condensed consolidated statement of cash flows

for the half-year ended 30 April 2013

Notes to the Financial Statements are included on pages 12 to 15

Notes to the consolidated financial statements

1. Significant accounting policies

Statement of compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial Reporting'. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. The half-year financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the most recent annual financial report.

Basis of preparation

The condensed financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars.

The company is a company of the kind referred to in ASIC Class Order 98/100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors' report and the half-year financial report are rounded off the nearest thousand dollars, unless otherwise indicated.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company's 2012 financial report for the financial period ended 31 October 2012, unless otherwise stated. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period.

New and revised standards and amendments thereof and interpretations effective for the current half year that are relevant to the Group include:

·; Amendments to AASB 1, 5, 7, 101, 112, 120, 121, 132, 133 and 134 as a consequence of AASB 2011-9 'Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income'.

The adoption of all the new and revised standards and interpretations has not resulted in any changes to the Group's accounting policies and has no effect on the amounts reported for the current or prior half years. However, the application of AASB 2011-9 has resulted in changes to the Group's presentation of, or disclosure in, its half year financial statements.

AASB 2011-9 introduces new terminology for the statement of comprehensive income and income statement. Under the amendments to AASB 101, the statement of comprehensive income is renamed as a statement of profit or loss and other comprehensive income and the income statement is renamed as a statement of profit or loss. The amendments to AASB 101 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to AASB 101 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will not be reclassified subsequently to the profit or loss and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met.

Income tax on items of other comprehensive income is required to be allocated on the same basis - the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the changes. Other than the above mentioned presentation changes, the application of the amendments to AASB 101 does not result in any impact on profit or loss, Other comprehensive income and total comprehensive income.

2. Current trade and other receivables

3. Other intangible assets

4. Other Current Liabilities

5. Dividends

6. Segment Information

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Group operates in a single segment being the telecommunications software solutions business. Accordingly, all reported information in the financial report relates to this single segment.

7. Issuances, repurchases and repayment of securities

During the period:

a) The company issued a total of 52,198,291 shares during the period (2012: nil), raising a total of $15.925m net of expenses.

It raised £3.740 million ($5.815 million) through the placing (the "First Placing") of 17,807,815 new ordinary shares (the "First Placing Shares") with institutional investors in the UK and approximately £2.457 million ($3.742 million) by means of a direct subscription for 11,700,000 new ordinary shares (the "Subscription Shares") by investors in Australia (the "Subscription"). The issue price for the First Placing Shares and the Subscription Shares (together the "New Shares") was 21 pence ($0.32) per share.

The First Placing and Subscription resulted in the issue of a total of 29,507,815 new ordinary fully paid shares which represented 14.99 percent of the current issued ordinary share capital of the Company. Following completion of the First Placing and Subscription, the Company had 226,355,521 ordinary shares in issue (the "Enlarged Share Capital").

The Company subsequently raised a further £4.765 million ($7.245 million) through the placing (the "Second Placing") of 22,690,476 new ordinary shares (the "Second Placing Shares") with institutional investors in the UK.

The issue price for the Second Placing Shares was 21 pence ($0.32) per share. The Second Placing Shares represented approximately 10 percent of the Enlarged Share Capital. Following completion of the First Placing, Subscription and Second Placing the Company has 249,045,997 ordinary shares in issue.

b) The company issued 1,600,000 share options over ordinary shares under its executive and employee share option plan (6 months to 30 April 2012: 1,500,000).

c) The company cancelled 1,500,000 share options over ordinary shares under its executive and employee share option plan.

(a) During the period the remaining $7.2 million shareholder loans were fully repaid.

(b) Subsequent to the balance sheet date the Company entered into a loan facility agreement for $3.0 million which expires in April 2014. The facility is subject to a range of covenants and provisions. The facility was drawn down in full on 14th June 2013.

9. Issued Capital

10. Reserves

11. Subsequent events

There has not been any matter or circumstance, other than those referred to in the financial statements or notes thereto, that has arisen since the end of the financial period, that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Other information required to be given to ASX under listing rule 4.2A.3

Details of associates and joint venture entities