Half-year Report & Appendix 4D

Appendix 4D

Wameja Limited(formerly eServGlobal Limited)

ABN 59 052 947 743

Half-year report and appendix 4D

for the half-year ended 30 June 2019

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 31 December 2018 financial report.

HALF-YEAR REPORT & APPENDIX 4D

FOR THE HALF YEAR ENDED 30 JUNE 2019

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 Wameja Limited (the Company) submit herewith the financial report of Wameja Limited and its controlled entities (the Group) for the half-year ended 30 June 2019. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

The names of the Directors of the Company during or since the end of the half year are:

John Conoley Executive Chairman

Andrew Hayward Executive Director (resigned 25 July 2019)

James Brooke Non-executive Director

Stephen Baldwin Non-executive Director

Thomas Rowe Company Secretary and non-executive Director

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

Wameja Limited is a public company listed on the Australian Securities Exchange (ASX:WJA) and the London Stock Exchange (AIM) (LSE:WJA).

The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.68%) and Mastercard (64.32%).

The Group entered into a conditional share purchase agreement on 4 June 2019 to sell the core operating business to Seamless Distribution Systems. This agreement was conditional upon shareholder approval which was obtained subsequent to year end on 22 July 2019. More detail is provided in the Note 12 - Subsequent Events. As such, as at 30 June 2019, part of the Group was considered as a discontinued operation. The remaining part of the Group (namely the HomeSend Joint Venture and all UK and Australian operations) remains intact and is presented as continuing operations.

The consolidated entity achieved sales revenue for the period of $6.531 million (2018: $5.578 million).

The net result of the consolidated entity for the half year ended 30 June 2019 was a loss after tax and minority interest for the period of $10.434 million (2018: $7.747 million loss). Loss per share was 0.9 cents (2018: loss per share 0.8 cents).

During the period, there was a net cash outflow of $8.893 million primarily resulting from a net outflow from investing activities (mainly in relation to investment and advances to HomeSend) of $6.031 million. Cash at 30 June 2019 was $17.691 million.

The Group signed a conditional share purchase agreement on 4 June 2019 to sell its core operating business, eServGlobal Holdings SAS and its controlled entities, to Seamless Distribution Systems. This agreement was conditional upon shareholder approval to be sought at an EGM. On 25 July 2019, the Group completed the sale of the core business following the EGM held on 22 July 2019. Total cash consideration of €2m ($3.2 million) prior to any costs to sell was received by the Company on the completion date.

AUDITOR'S INDEPENDENCE DECLARATION

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

The Company is a Company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors' Reports) Instrument 2016/191 dated 24 March 2016, and in accordance with this Corporations Instrument amounts in the directors' report and the financial statements 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

John Conoley

Executive Chairman

London, 28 August 2019

Deloitte Touche TohmatsuABN 74 490 121 060

Grosvenor Place225 George StreetSydney, NSW, 2000Australia

Phone: +61 2 9322 7000

www.deloitte.com.au

The Board of Directors

Wameja Limited

c/- Simpsons Solicitors

Level 2, Pier 8/9

23 Hickson Road

Millers Point NSW 2000

28 August 2019

Dear Board Members,

Wameja Limited (formerly 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 Wameja Limited (formerly eServGlobal Limited).

As lead audit partner for the review of the financial statements of Wameja Limited (formerly eServGlobal Limited) for the half year ended 30 June 2019, 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

John Bresolin

Partner

Chartered Accountants

Deloitte Touche TohmatsuABN 74 490 121 060

Grosvenor Place225 George StreetSydney, NSW, 2000Australia

Phone: +61 2 9322 7000

www.deloitte.com.au

Independent Auditor's Review Report

to the Members of Wameja Limited (formerly eServGlobal Limited)

We have reviewed the accompanying half-year financial report of Wameja Limited (formerly eServGlobal Limited), which comprises the condensed statement of financial position as at 30 June 2019, the condensed statement of profit or loss and other comprehensive income, the condensed statement of cash flows and the condensed statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year.

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 gives a true and fair view and 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 June 2019 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 Wameja 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 Wameja 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 Wameja 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 June 2019 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

John Bresolin

Partner

Chartered Accountants

Sydney, 28 August 2019

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 Group.

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

John Conoley

Executive Chairman

London, 28 August 2019

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 30 JUNE 2019

Notes to the Financial Statements are included on pages 12 to 17 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

Notes to the Financial Statements are included on pages 12 to 17

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF-YEAR ENDED 30 JUNE 2019

Notes to the Financial Statements are included on pages 12 to 17

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF-YEAR ENDED 30 JUNE 2019

The cash at 30 June 2019 includes an undrawn loan facility of $10.41 million that is being reserved for a loan facility to HomeSend. Refer Note 10 for details.

Notes to the Financial Statements are included on pages 12 to 17

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Significant accounting policies

(a) 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.

(b) Basis of preparation

The condensed consolidated 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, unless otherwise noted.

The Company is a Company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors' Reports) Instrument 2016/191 dated 24 March 2016, and in accordance with this Corporations Instrument amounts in the directors' report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

Following the receipt of all regulatory approvals, the Company changed its name to Wameja Limited on 30 July 2019 (formerly eServGlobal Limited).

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 2018 annual financial report for the financial year ended 31 December 2018, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

New, revised or amending Accounting Standards and Interpretations adopted

The Group adopted all of the relevant new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

AASB 16: 'Leases'

In the current year, the Group has adopted AASB 16 'Leases' which has come into effect 1 January 2019. The Group has applied AASB 16 in accordance with the modified approach. As such, comparatives have not been restated.

Impact of the new definition of a lease

The change to the definition of a lease mainly relates to the concept of control. AASB 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the use of an identified asset for the period of time in exchange for consideration.

Former operating leases

Former operating leases AASB 16 changes how the Group accounts for leases previously classified as operating leases under AASB 117, which were off-balance sheet.

Applying AASB 16, for all leases (except as noted below), the Group:

·; Recognises right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments

·; Recognises depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement of profit or loss

·; Separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within operating activities) in the consolidated statement of cash flows.

Lease incentives (e.g. free rent period) are recognised as part of the measurement of the right-of-use assets and lease liabilities whereas under AASB 117 they resulted in the recognition of a lease incentive liability, amortised as a reduction of rental expense on a straight-line basis.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Significant accounting policies (continued)

New, revised or amending Accounting Standards and Interpretations adopted (continued)

AASB 16: 'Leases' (continued)

Impact of the new definition of a lease (continued)

Under AASB 16, right-of-use assets are tested for impairment in accordance with AASB 136 Impairment of Assets. This replaces the previous requirement to recognise a provision for onerous lease contracts.

For short-term leases (lease term of 12 months or less) and leases of low value asset (such as personal computers and office furniture), the Group has opted to recognise a lease expense on a straight-line basis as permitted by AASB 16.

The directors of the Group reviewed and assessed the Group's operating leases as at 1 January 2019 and concluded that the new standard did not have a material impact on the Group's financial statements.

(c) Assets held for sale

Assets classified as held for sale are measured at the lower of carrying amount and fair value less cost to sell.

Assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as completed sale within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of the subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors and the general economic conditions of the industry in which the debtors operate.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

Trade receivables and contracts assets have been reclassified as 'Assets held for sale' as at 30 June 2019. Refer Note 11 for details.

3. 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.

4. Issuances, repurchases and repayment of securities

During the current period the Company did not issue any shares (2018: nil).

No employee share options were exercised or cancelled in the period (2018: nil).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Issued Capital

6. Reserves

7. Financial Instruments

This note provides information about how the Group determines fair values of various financial assets and financial liabilities.

7.1 Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis

The Group has no financial assets and financial liabilities that are measured at fair value as at 30 June 2019 (December 2018: nil).

7.2 Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required)

The Directors consider that the carrying amounts of the following financial assets and financial liabilities recognised in the condensed consolidated financial statements approximate their fair values.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8. Dividends

No dividend has been declared in respect of the current or previous financial year.

9. Investment in associate

Details of the material investment in associate at the end of the reporting period are as follows:

a) HomeSend SRCL was formed on 3 April 2014. The Directors have determined that the Group exercises significant influence over HomeSend SRCL by virtue of its 35.68% voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of Directors of that Company.

The associate is accounted for using the equity method in these condensed consolidated financial statements.

b) Reconciliation of the carrying amount of the investment in associate:

(i) In May 2019, the Company participated in the HomeSend capital raise to maintain its 35.68% holding in the Joint Venture. The Company contributed $3.48 million (€2.19million) towards the total $9.75 million (€6.14 million) capital raise.

10. Other financial assets

Amounts receivable from associate:

During the period, the Company entered into a loan facility agreement with HomeSend SCRL for the sole permitted purpose of funding the pre- payment timing gaps in HomeSend's settlement model (the "Facility"). Mastercard has entered into a similar loan facility agreement with HomeSend SCRL. The Facility is for a total of $31.16 million (€20 million) between the Company and Mastercard with the Company providing approximately $11.57 million (€7.1 million) in proportion to its shareholding in HomeSend SCRL.

The Facility is a revolving credit line providing HomeSend the ability to draw and re-draw the funds as required, with an obligation to return amounts drawn if not required, based on HomeSend's forecasts. The Facility is unsecured and interest is payable quarterly at 1.916% per annum on the amount drawn. There is no establishment or commitment fee. The facility expires on 15 December 2020.

The first drawdown request from HomeSend SCRL under the loan facility was announced on 19 May 2019. The total drawdown was $3.2 million (€2.0 million) between the Company and Mastercard, with the Company providing its proportionate share in the amount of $1.157 million (€0.714 million).

As at 30 June 2019 the Company's share of the undrawn portion of the loan facility amounted to $10.41 million.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. Assets Classified as Held for Sale

As at 30 June 2019, the Group was in the process of selling eServGlobal Holdings SAS and its controlled entities ("eServGlobal Holdings SAS"). eServGlobal Holdings SAS was carrying out the principal operating activities of the Group. As a result, eServGlobal Holdings SAS has been classified as 'held for sale' and presented as a 'discontinued operation'.

The fair value less costs to sell off this business unit is expected to be lower than the aggregate carrying amount of the related assets and liabilities. Therefore, an impairment charge was recognised on reclassification of the asset and liabilities as held for sale as at 30 June 2019.

During the period, eServGlobal Holdings SAS paid $0.168 million in respect of operating activities, paid $1.396 million in respect of investing activities and paid $0.120 million in respect of financing activities.

12. Subsequent events

The Group signed a conditional share purchase agreement on 4 June 2019 to sell its core operating business, eServGlobal Holdings SAS, to Seamless Distribution Systems. This agreement was conditional upon shareholder approval to be sought at an EGM.

On 25 July 2019, the Group completed the sale following the EGM held on 22 July 2019. Total cash consideration of €2 million ($3.2 million) prior to any costs to sell was received by the Company on completion date. Costs associated with the sale have been fully provided for in these condensed consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. Other information required to be given to ASX under listing rule 4.2A.3