Janison Education Group Limited (JAN) Earnings Call Transcript & Summary

Welcome to our AGM of Janison Education Group for financial year '24. My name is Kathleen Bailey-Lord, and it is my privilege to be your company's Chair. This is the seventh AGM since our listing, and it is my privilege to be here for the first as your Chair. As it is now 3:00 p.m., and there is a quorum present, I declare the meeting open for business. The Notice of the Meeting was released to the ASX on the 15th of October 2024 and distributed to all shareholders, and I therefore take the notice of meeting as read. I will now outline the format of today's meeting. My introduction and address will be followed by an address by our CEO, Sujata Stead, who will talk to you about the updated strategy and long-term aspirations, FY '25 focus and first quarter results, next steps and the 3-year plan. In my address today, I will reflect on the FY '24 financial year, on our company's journey since listing, and I will share some of our thinking regarding the future. I will now introduce you to your Board of Directors and to some senior executives we are delighted to have with us today. On screen, we have -- it disappeared. But on screen, we do have Non-Executive Director and Founder, Wayne Houlden. In the room here, we have beside me on my left, Independent Non-Executive Director, Mike Hill and Chair of the Audit and Risk Committee. Beside Mike, we have VickiAristidopoulos, Independent Non-Executive Director. Beside Vicki, we have Allison Doorbar, Independent Non-Executive Director and Chair of the People and Rem Committee. And the members of the senior executive team, our CEO on my right, Sujata Stead; our Chief Financial Officer down the end on my left, Stuart Halls; our Chief Operating Officer over here, Rebecca Niemiec; and our Global Sales Lead for our platform, Steve Smith. So welcome to the execs and to the Board. We also have in the room today, Michael Michalik of Stanton's International. Michael, our company's -- Martin, I beg your pardon -- our company's external auditor, who is available to answer questions regarding the external audit and the content and preparation of the audit report. Thanks, Martin. And so to my address. As we reflect on the year past, we're very mindful that FY '24 was a year marked by significant milestones and change. We were very delighted to appoint Sujata as our new Chief Executive Officer in November last year. And as you know, Sujata has a wealth of experience and proven track record at renowned education and assessment organizations like Cambridge University Press and the British Council. Most recently, as Founding CEO at Cambridge Boxhill Language Assessment OET, Sujata led the business to create the market for English language assessment of health professionals globally and built a market-leading position that OET continues to enjoy today. Under Sujata's leadership, this business grew from very modest beginnings to $100 million plus in revenue spanning 100 countries. I've just said, well, do it again. However, our reality was a long transition period between announcing Sujata's appointment in November and May this year when Sujata was free to take up the role of our CEO. This led to a year that I characterize as a custodial year in which we focused on holding the force. And the Board is grateful and thanks our Co-Founder, Wayne Houlden, for stepping in as Interim CEO. Through this time, our primary focus was on protecting our strategic customer relationships, managing our cost base and our cash. Despite the new record -- despite the record new contract with the New South Wales Department of Education, our financial performance for the year for the group did not meet our internal aspirations. Group revenue was $43.1 million, a 5% increase over the prior year. This revenue growth driven by Janison Insights, our Assessment Platform, grew by 16%. By way of context, this 5-year $45 million contract with the New South Wales Department of Education runs on the Janison Insights platform, thereby strengthening its role in our portfolio. The results in the Janison Assessments segment were flat year-on-year, primarily due to a flat ICAS performance and despite revenue growth in the AAS and QATs brands of 10% and 2%, respectively. We closed the year with an EBITDA of $3.1 million, down from $4 million in the prior year, and our year-end cash position was $10 million. These results underscored the need for us to clarify our strategic path and to refocus our resources. As reported in our rem report, this also resulted in no STI or LTI payments for FY '24 performance to our executives. I think it's helpful to set this custodial year in context. Since listing in 2018, the business has grown 2.5x, from $17.3 million to $43.1 million in FY '24. We have doubled the number of employees from 85 to 165. Our gross profit has increased from $6.7 million to $25.2 million. We have increased our global footprint, and we acquired 4 businesses, LTC, ICAS, AAS and QATs. And together, these acquisitions have delivered 9% compound annual revenue growth over the past 3 years, contributing $11 million in cash flow since acquisition. LTC, our in-person exam management business, was significantly impacted through COVID and was reshaped as an essential support service to our Assessment Platform customers, resulting in a compound annual revenue growth rate of 10% since FY '20. The importance of this capability was a critical factor in securing the selective high school exam contract with the New South Wales Department of Education. Our ICAS school competition business delivered a flat performance in FY '24. However, since acquisition in 2020, it has delivered growth of 9% compound annual revenue. In FY '24, we invested $1.6 million in the ICAS product to improve the customer relationship management capability and digitize practice assessments. This saw an increase of 34% in practice test sales in FY '24, evidence of the increasing digitization of the assessment value chain. Our most recent acquisitions, AAS and QATs continue to deliver positive cash flow to the group and to grow at a steady pace each year with 10% and 6% compound annual revenue growth, respectively, since acquisition. So I think that context is very helpful as we think about the journey to date and as we now look ahead. With COVID behind us, the transformation of the global education market is picking up pace. Digitization of the education value chain is underway with assessments, including exams as a critical part of this. The benefits of digital exams are increasingly understood, and they include increased accessibility for students, cost efficiencies, streamlined administration and enhanced security. Janison is well positioned and confident of the excellent opportunities in the market for us. Our digital assessment platform is designed purposely for this market to provide scalable, secure solutions for high-stakes testing, offering customers reliability, efficiency and exam integrity. This year, we reinforced our leadership position in Australia with the New South Wales Department of Education contract I referred to earlier to deliver digital selective entrance exams. And this year, we also delivered another successful NAPLAN with more than 4.4 million exams completed, a dramatic increase of 35% compound annual growth from initial delivery in FY '17 of only 450,000 exams and only in New South Wales. This sees NAPLAN -- NAPLAN is now international and sees it as one of the world's largest digitally delivered school assessments. To prepare the business to take up the substantial opportunity we see in the market, Sujata and her team have been very busy. In July, the team simplified the business model and reshaped the cost base to enable us to invest in resources that support growth. In parallel, a review of our business strategy began and has helped us to set out the next chapter. Unveiled by Sujata in September, Janison's strategy is anchored in our core strength of delivering digital assessments at scale and supporting this with world-class delivery and content services. The strategy has had positive feedback from all stakeholders and aligns with our purpose: to unlock the potential in every learner by providing reliable and equitable assessment solutions globally. With the review of our strategy completed, Work is progressing on building measurable business objectives that align to our strategy and to our remuneration and reward systems. The FY '25 short-term incentives are in place and include a comprehensive new financial gateway. We believe this brings clarity to the whole of the Janison team. It establishes clear accountability for profitable growth, building and leveraging an ecosystem of partners that results in delighted customers and the creation of shareholder value. Sujata will speak to this further in her CEO update. To complete this alignment, we are turning our attention to the long-term incentive framework of the leadership team, with a view to the years FY '26 and beyond. We are reviewing the current design to ensure alignment to both strategy, sustainable value creation and shareholder experience. As a Board, we have undertaken the opportunity to reflect on ourselves and to ask ourselves the question, are we sufficiently fit for future? We have reflected both on the strategy and the heightened complexity of governance, such as the substantial changes in workplace legislation and the upcoming changes in external reporting driven by mandatory climate change to name but 2. Therefore, over the next few months, we will review and update our skills matrix, consider any gaps we may have in our composition and strengthen our succession plan. As a small Board of 5 people, we are considering if we are the right size and scale for our business to be future fit. The first step we have taken is to build a succession plan for the Chair of the Audit and Risk Committee. Our current ARC Chair, Mike Hill, has been with the business since it listed. We are in market for this role and hope to make an announcement soon. To support orderly succession, we expect there to be a period of handover from Mike to a new director, and we are thankful to Mike for his ongoing commitment to Janison and for standing for reelection today. Thank you, Mike. As we look to the future, our vision of empowering learners and educators through innovative technology remains strong. The demand for digital assessment solutions continues to grow. Under Sajata's leadership, Janison is working hard to transform our business and ensure we remain competitive in this dynamic market today and for the long term. We will continue to invest in our business, and this includes AI -- not AI for the sake of AI, but AI that enhances the learner experience, AI that improves the lives of educators and AI that enhances our own business effectiveness. Undoubtedly, AI is an important enabler across our value chain and is an area of focus for both the Board and management as we consider how best we remain at the forefront of assessment technology and continuously improve our own efficiency and effectiveness. In a moment, I will pass to Sujata, who will take you through her progress and observations to date as well as provide more color on our strategy. The Board and I have had the pleasure of working closely with Sujata now over the last 6 months, and we are very happy with the progress that she has made in a very short period of time. So in closing, whilst the journey we are on is a multiyear transformation, our confidence in Janison's future is strong. Our strategy is clear. Our leadership team is highly committed to success. We are all focused on creating sustainable value to our stakeholders that will result in reward for you, our shareholders. FY '25 is a critical year in which we are taking the steps required to set the business up to deliver substantial long-term benefits that are sustainable. On behalf of the Board, may I express our heartfelt thanks to you, our shareholders, for your continued patience and belief in Janison. We look forward to sharing our progress with you and working together to build a stronger, more focused and resilient company. Thank you. I hand now to you, Sujata.

Thank you, Kathleen. Ladies and gentlemen, it is an honor to address you at my first AGM as the CEO of Janison Education Group. Since joining in May 2024, I have been deeply impressed by the dedication, innovation and resilience that define Janison. And I'm proud to lead a team so committed to our purpose of transforming learning and assessment through technology. As a leader in assessment technology, Janison has built a track record of delivering impactful solutions at scale. Our partnerships with global clients reflect our commitment to quality and service excellence as shown by the 30 million digital assessments delivered in the past 4 years. This achievement underscores our focus on creating meaningful tools to enhance learning and assessment outcomes worldwide. Today, I'll cover 4 key topics in my address. Firstly is the updated strategy and long-term aspirations, revisiting the strategy launched in September and outlining our vision for Janison's future; the FY '25 focus and our first quarter financial results, sharing our key focus areas for this year, along with progress highlights and quarter 1 results as we advance our strategy. Thirdly is next steps and 3-year plan, discussing our next steps, including the development of a rolling 3-year plan, with metrics to track progress and maintain alignment with our strategic goals; and finally, my closing remarks. Updated strategy and long-term aspirations. As you know, in September, we launched our refreshed strategy, which is centered on making our assessment platform the core of our business. Our vision is clear: to be the global leader in delivering scalable, reliable and accessible digital assessments supported by world-class delivery and content services. This strategy provides a strong foundation guiding our initiatives to build value and expand Janison's reach in the global assessment landscape. In terms of our 5-year aspirations, I'm excited to be sharing with you our long-term aspirations for Janison through FY 2030, ambitious goals that will bring our updated strategy to life and position us as a leader in the evolving global assessment landscape. While these aspirations are high level, they will serve as a guiding framework for our strategic planning exercise. Firstly, our first aspiration is to be a global leader in digital assessments. We aspire to be recognized as a top global brand at the forefront of the assessment industry, setting standards for innovation and quality in digital assessments. Secondly, our aspiration is to be the market leader in key regions. We aim to establish a strong global presence with a leadership position in Asia Pacific and the U.K. and surround, ensuring Janison is a trusted name in key international markets. Thirdly, we aspire to be a cutting-edge all-in-one assessment platform. Our platform will evolve into a next-generation assessment ecosystem powered by AI and learning technologies with the potential to incorporate immersive tools like AR and VR to meet diverse customer needs. Our aspiration is to ensure that we reach a very broad and diversified sector across the world. We aspire to expand our reach across regions and industries, serving a diverse customer portfolio. We will deepen our expertise in K-12 and professional accreditation while strategically growing into new segments such as Vocational Education and Training and Higher Education. And our fifth aspiration is to be the partner of choice for comprehensive solutions. We aspire to be a technology partner of choice, working with our partners to deliver a complete assessment ecosystem that integrates platform, content and delivery. This approach will expand our reach, strengthen our global leadership and drive accelerated growth. These aspirations are rooted in a commitment to building sustainable, profitable growth for Janison and creating long-term value for our shareholders. We will continue to prioritize transparency and accountability, keeping you informed and engaged as we develop actionable plans, track our progress and adapt to changing market needs. Moving on to the FY '25 focus and key priorities. As you know, in FY '25, our focus is on laying the groundwork to turn our updated strategy and long-term aspirations into reality. This year's goal is to build a strong foundation for sustainable growth while growing revenue and earnings and carefully managing cash flow. Key initiatives that will align with our strategy and aspirations include: firstly, is about enhancing our platform and expanding market reach, integrating AI to boost efficiency and scalability while building a robust pipeline to expand market share with both existing and new customers, positioning Janison as a leader in digital assessment technology. Our second focus for this year is strengthening our brand and strategic partnerships, leveraging partnerships to enhance Janison's visibility and impact in priority markets, reinforcing our brand globally and advancing our reach. Thirdly, it's about building a scalable growth-oriented leadership team and operating model. Establishing a cohesive strategically aligned executive team and an optimized operating model to drive growth and support our global expansion strategy. Next is about streamlining our portfolio. It's about concentrating on our core products, which is the Assessment Platform, ICAS and AAS to deliver maximum value, optimize resources and improve customer satisfaction. We also want to ensure that we are focusing this year on fostering a customer-first innovative culture, ensuring that we are embedding a culture that prioritizes customer needs and continuous innovation to remain competitive in a dynamic market landscape. And to ensure accountability and alignment, we have implemented SMART metrics through enterprise-level OKRs, Objectives and Key Results, which have got clear targets in key areas. Additionally, we have set incentive gates on revenue, operating profit and cash flow, which must be met to unlock management and staff short-term incentives. In terms of our first quarter FY '25 financial performance, I'm pleased to report that our first quarter results for FY '25 show an encouraging start, reflecting early momentum in executing our updated strategy. While quarter 1 revenue increased by 14% year-over-year to $15.4 million, this includes a timing benefit from early payments. Adjusted for this, our core growth remains steady at 5%, which is aligned with our expectation as we undertake a transformative period. Despite recent changes and the anticipated roll-off of 2 major platform customers, this growth underscores our business' resilience and the strong value of our offerings in the evolving assessment market. In line with our focus on operational efficiency, we reduced operating expenses by 6% in quarter 1 following a cost reshaping initiative completed in July. This efficiency has allowed us to redirect resources to technology, sales and marketing, critical areas for expanding our client base and pipeline. Quarter 1 EBITDA reached $2.9 million, a 51% increase from last year, positioning us to reinvest in growth focused initiatives within our existing capital framework. These early achievements are laying the groundwork for sustainable growth as outlined in our updated strategy. In terms of our achievements in quarter 1 in building our foundation, we have actually laid a strong foundation for Janison's future in the last 3 months, marking solid progress in aligning our strategy and long-term aspirations. The foundational achievements, some of which I would like to highlight today is, firstly, customer engagement, ensuring our strategy remains customer focused has been a key priority. In addition to engagement with our customers in Australia, in October, I engaged with over 15 stakeholders in the U.K., one of our key growth markets. To strengthen our U.K. presence, we are adding a new member to our U.K. team to support our U.K.-based Chief Customer Officer, who will focus on U.K. and regional growth. In terms of leadership and talent development, we have established clear objectives and key results for the executive team to drive alignment and launch a refreshed performance management program. Recruitment for a Chief Technology and Product Officer and a Chief Growth Officer is progressing with appointments expected by early calendar year 2025, which will further enhance our technology capabilities and market reach. In terms of operational efficiency, we have established our enterprise project management office and introduced quarterly business reviews, which is further strengthening accountability and cross-functional alignment across the organization. In terms of annual business planning and our business structure, our comprehensive FY '25 business plan prioritizes scalable long-term growth and provides clear direction for the entire organization. We also aligned our operations into 5 key business functions, which are Sales & Marketing, Service Delivery, Product Development & Technology, People & Culture and Finance, Legal & risk, enhancing agility and customer focus. In terms of our updated strategy, as you know, the updated strategy was launched in September with our platform at the core, and the strategy has been well-received by the market, which reinforces our commitment to delivering high-quality scalable solutions. In terms of technological and sales advancements, we have developed a technology transformation plan and achieved ISO 2701 recertification, highlighting our commitment to secure high-quality digital assessments. Additionally, our sales pipeline has been strengthened by centralized leadership, improving lead generation and efficiency. In October, we launched our Advisory Committee, which is composed of industry leaders from key markets around the world to provide strategic guidance and support our global growth expansion efforts. In terms of strategic partnerships, we are making significant progress with strategic partnerships, which is a key component of our strategy and aspirations. Notably, our partnership with Microsoft is evolving from a customer relationship to a co-selling agreement. Together, we are leveraging our brands and strengths to drive global expansions in digital assessment via Microsoft Azure. We have a colleague from Microsoft here today, Javiera. Thank you for being here. For a detailed overview of the FY '25 strategy metrics update and outlook, please refer to the accompanying PowerPoint slide. So this is a slide, as you can see on the screen, which essentially highlights the key progress that we've made this year. So what we've tried to share in this table is basically our key results metrics, which are the key deliverables for myself and the management team, how we've progressed so far in quarter 1 and what the outlook for the rest of the financial year. I'd like to draw your attention in particular to our investment in AI, advancements in pipeline growth, the strong advancements we are making in terms of pipeline growth, improvements in cost efficiency and a strong progress in resourcing to deliver on our strategy and aspirations. With our updated strategy now launched and well-received, we are now focusing on translating our long-term aspirations into actionable steps through a rolling 3-year plan, guiding Janison's growth through financial year 2028. This plan will define key initiatives and milestones that align with our strategic goals and provide a structured approach to achieving sustained growth and long-term value. The Board and management team will begin this planning in early 2025 calendar year with a strategy workshop scheduled for February. Building on our core strengths, this road map will reinforce our position as a leader in digital assessments and lay the foundation for lasting impacts. The key components of the rolling 3-year plan will be essentially, firstly, annual milestone and metrics. We will develop a road map outlining yearly priorities and projects through FY '28 with measurable metrics to track our progress and ensure accountability. Secondly, we ensure that we continue to make investment in our core capabilities, in our platform capabilities, including AI integration, improving customer experience, security and scalability. And this will drive innovation and strengthen the foundation for Janison's long-term success. We'll also continue investing in resourcing and talent development. We'll focus on attracting and developing top talent, including critical leadership roles to build a growth-oriented empowered team that aligns with our strategic goals. We'll also ensure we are doing ongoing review and flexibility, which is important to remain responsive in an evolving market. We will be conducting quarterly and annual reviews, allowing us to adapt to emerging opportunities and address challenges as they arise. Through this structured approach, we are committed to delivering on our strategy and aspirations, creating sustainable value and driving Janison forward as a global leader in digital assessment. Reflecting on our encouraging Q1 financial results and our recent achievements in the first quarter, I'm more confident than ever in the path we are forging and the value we are creating. Our transformation is a carefully planned multiyear focus -- multiyear journey focused on long-term success. FY '25 marks the beginning as we establish a solid foundation and the operational and financial structures essential for sustainable growth. We are committed to keeping you, our valued shareholders informed and engaged at every scale. I remain deeply optimistic and fully committed to this transformation. Janison is uniquely positioned to lead in digital assessments and with focus, discipline and the ongoing support of our shareholders, I'm confident we will achieve this vision. Together, we are building a company that will leave a lasting positive impact on learning and assessment globally, fulfilling our mission to empower educators and learners with innovative, accessible digital solutions. Thank you for your trust and partnership as we bring this mission to life. I look forward to sharing this journey with you as we unlock Janison's full potential. Thank you. I will now hand back the Chair to Kathleen Bailey-Lord to progress to the formal proceedings of the meeting.

Thank you very much, Sujata. I hope that you found that as exciting as I do. I think it's a great peek into our thinking for the future. So now turn to the formal proceedings of the meeting. The virtual component of this meeting is being held here via online meeting platform. This platform enables shareholders and proxy holders to participate in this live webcast of the meeting as well as ask questions and submit votes. Questions can be submitted at any time. To ask a question, press on the Q&A icon. This will open a new screen. At the bottom of that screen, there is a section for you to type your question. Please start your question by typing your shareholder SRN or HIN. This will allow the moderator to identify you as a shareholder. If you would like to ask your question verbally, type your SRN or HIN and then type I'd like to speak. Once you finish typing, please hit Enter on your keyboard to send. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Kindly include the agenda item to which your question relates. Please also note that your questions may be moderated if we have several questions on one topic and then amalgamate them together. Due to time constraints, we may run out of time to answer all of your questions. And if this happens, we will answer them via e-mail or posting responses on our website. All questions should be addressed to me, please, as the Chair. I will either deal with the question personally or ask somebody who is better placed than me to respond. We will do our best to answer any question -- irrelevant question raised. I ask that you keep your questions short and to the point so that as many as possible have the chance to ask a question. Are there any questions, general questions, of the business at this time?

Madam Chair, I just wanted a little bit of help on Slide 14, just the bridge between the $15.4 million. I think what you're calling out is a one-off revenue pull forward. Just should we expect that to come out of the second quarter? Or in which case that's fine? Or is there something else in that number?

Stuart?

Yes. Sure. Good question. There is a particular customer that we deal with that runs exams, particularly across Q1 and Q2 in normal years. This year, they ran more in Q1. So we did see a large proportion of that additional revenue come through in Q1. It will be a timing adjustment in Q2, so we'll see less in Q2. But yes, underlying, there was still growth year-on-year even despite that hefty 5% in the quarter, yes. Okay. So the way you read is just the revenue truly moved, but the half -- if the half was continued in the same way ordinarily would have that extra 9% may well have been in the second half, so it might be a minus x, that 9% which is split in 2 in the half year through.

Stuart, is there any questions via the Q&A? Can you see who's reviewing that? Okay. We'll now move to the formal business as set out in the Notice of Meeting. The notice of the Annual General Meeting was sent to all registered members and is to be taken as read. Voting on all resolutions will be conducted by poll. For the purposes of the poll, I appoint Samantha Soundara of Automic Group, the company's share registry, who have examined and prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. Shareholders in attendance via Zoom that have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions as set out on the Notice of Meeting or the Letters to Shareholders, both of which were lodged on the ASX on the 15th of October '24 and can be seen on the screen. If you have any problem registering your shareholding with Automic, please call the support number shown on the screen. To allow shareholders time to log in, I now declare the poll open. Online voting is now open and will remain open until I declare it closed at the end of the formal business. Your votes must have been submitted prior to the portal being closed for them to count. Those shareholders attending in person today that are entitled to vote on the poll are all shareholders, representatives and attorneys of shareholders and proxy holders who hold yellow voting cards. If you are attending in more than one of those capacities, you will have been issued with as many voting cards as you have separate capacities. If anyone believes they're entitled to vote on this poll in any capacity and does not have a yellow voting card in respect thereof, please raise your hand so that we can assist you. Thank you. At the appropriate time, I'll ask you to mark your vote for the resolution on the yellow voting card. If you are a shareholder and wish to cast all of your votes for a resolution, please mark in either the For, Against or Abstain box next to that resolution. If you wish to split your votes, please write the number or portion of votes you wish to cast in the corresponding For, Against or Abstain boxes. Please note the sum of the split votes must not exceed your total holding. If you are a proxy holder, a summary of the votes to which you are entitled has been attached to the voting card. If the summary of votes includes discretionary votes, these are yours to cast at your discretion. If you wish to cast the discretionary votes, please mark in the corresponding For, Against or Abstain boxes. If your summary of votes does not have any discretionary votes, you do not need to mark your voting card and will simply need to hand it to the returning officer at the end of the resolutions. After all resolutions have been read and voted upon, please place it in one of the ballot boxes that will circulate the room. Are there any questions in relation to the voting process? Are there any questions online?

Excuse me, Chair, I've got one question in regard to the remuneration report. In terms of what I gathered earlier was that the Board was going to be increased to 6 members. Is that correct?

Can you please just hold that thought at the moment? I'll come to that question. But at the moment, I'm just asking about the voting process. We will come to that item.

Just I wanted to ask the question before we voted.

No problem at all. I'll ensure you get that opportunity. Proxies have been inspected and all those validly lodged have been accepted. Proxies have been received representing approximately 61% of the issued capital of the company. All undirected proxies or open votes that have been nominated the Chair -- who have nominated the Chair as their proxy will be cast in favor of each resolution in the notice of the Annual General Meeting. We will now proceed to the resolutions set out in the notice of the Annual General Meeting. The first item of business is to receive the annual -- company's annual financial report for the year ended 30 June 2024. The financial report and the reports of the directors and the auditors are now laid before the meeting. There will be no vote on this item and is a discussion item only. The company's auditor for 2024 financial year, Martin Michalik from Stantons, is present to take questions relevant to the conduct of the audit and the preparation and content of the independent auditor's report. Are there any questions or comments on the financial report or the reports of the directors and auditors? I'll come back to you. May we know if it's related with the rem report?

What I was asking was that as this relates to the remuneration, the Board, from my understanding, is going to increase to 6 members.

We are considering that.

Okay. Does that affect the budgeting and everything. It's been done and how does that impact on the amount of money that will be paid to the Board?

The authorized cap -- the cap authorized by the shareholders remains intact. Everything we do will be within the envelope that we have, the current envelope. Are there any other questions or comments on the management of the company? Are there any questions relevant to the conduct of the audit and the preparation and content of the auditor's report to be put to the auditor? We will now proceed to the resolutions set out in the Notice of Annual General Meeting. Resolution 1, adoption of the remuneration report. Resolution 1 is as follows: to consider and, if thought fit, to pass Resolution 1, adoption of remuneration report as an ordinary resolution. The proxies received in relation to this resolution are on the screen. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit your questions via the Q&A. I now put the motion. Those physically in attendance, please mark your voting instructions on your yellow voting card. Those attending virtually can vote via the online portal. However, you're reminded, please don't click on next until you've selected your vote for all resolutions. Thank you. Turning now to Resolution 2, reelection of Michael Hill as Director. Resolution 2 is as follows: to consider and if thought fit, to pass Resolution 2, reelection of Michael Hill as Director as an ordinary resolution. The proxies received in relation to this resolution are on screen. If you wish to discuss this resolution, raise your hand or if attending virtually, submit your questions via the Q&A.

I'm just interested to see that there's no -- it doesn't appear to me to be great renewal of the Board, and the Board seems to me to be a bit of a closed shop. I've got 3 functions here today in terms of different shareholdings. One of them is Knight & Gale Partners, now we're private equity firm. We have 3 public companies under our umbrella. None of them have boards the size of Janison and none of their Board members are paid in quantum the amount of money that Janison is paid. On the other level, I don't wish to be unkind to Michael but since Michael has been involved here, the share price is less than its listing price. And I'm just wanting to know what qualifies Michael to be wanting to be reelected when he stood over a lot of destruction of value?

Thank you for your question, Bob. There's a few questions in that. So by way of context, as I outlined in my address, we have got Board renewal underway. So the process by which we agreed to do this and articulated was to complete the strategic review of the business, to look at our skills matrix such that it is in alignment with our strategy, to evaluate where we have or have not got any gaps in -- as against that refreshed skills matrix and deal to it accordingly. And as I also said in the first instance, given Mike has been on the Board now for some 6 years, was very kind to stay on the Board to enable continuity between moving from the role of Chair to support me in that transition to remain on the Board as the Chair of the Audit and Risk Committee, for which the Board is grateful. But by virtue of his tenure, the first role that we are looking at refreshing the succession plan we have built is for the Audit and Risk Chair. And as I said, we are in the market for that and would expect to be able to make an announcement about that in the not-too-distant future. However, we also want a sensible period of handover between Mike and the new ARC Chair. So that is the beginning of the Board renewal. As I also outlined, we are building succession plans for the whole Board so that we will have clarity as against that skills matrix, the tenure, what's appropriate tenure to ensure we have a good balance of both experience as well as fresh eyes. And you will see this is a considered journey as we go forward to ensure that we are future fit and able to deal with the requirements of being a listed entity in the edtech marketplace. Are there any other questions, please? I now put the motion. Those physically in attendance, please mark your voting instruction on your yellow voting card. And those attending virtually, please vote via the online portal and don't press skip. Resolution 3, renewal of employee share ownership plan. Resolution 3 is as follows: to consider and if thought fit to pass resolution 3, renewal of employee share ownership plan as an ordinary resolution. The proxies received in relation to this resolution are on the screen. If you wish to discuss this resolution, please raise your hand or if attending virtually, please submit your questions via Q&A. I now put the motion. Those physically in attendance, please mark your voting instruction on your yellow voting card. Those attending virtually can vote on the online portal. I turn now to Resolution 4, approval of Janison Education Group Limited Director share purchase plan. Resolution 4 is as follows: to consider and if thought fit, to pass Resolution 4, approval of Janison Education Group Limited Director share purchase plan as an ordinary resolution. The proxies received in relation to this resolution are on the screen. If you wish to discuss this resolution, please raise your hand or if attending virtually submit your question via the Q&A.

Does this also relate to directors taking their directors' fees in shares as well?

Yes. What this enables is for directors to salary sacrifice their fees to share acquisition that goes into a trust. It therefore means that directors can do that without having to be concerned about whether they have insider knowledge at any point in time, but they can just consistently invest into the company's share position.

The reason I asked that question, my reading of the documents I got it appeared to be a little bit unsure the way it was worded that they had to take them in that fashion or it was an optional.

It's optional.

I assume that it was, but it didn't quite read that way.

I'll let the lawyers know. Have I got any other questions? If you wish to -- I now put the motion. Those physically in attendance, please mark your voting instruction on your yellow voting card. Those attending virtually can vote via the online portal. That concludes the resolutions to be voted on today. As noted, we are conducting a poll on all resolutions, and I note the poll is open. Can all shareholders voting online please now ensure that you have submitted your votes? I'll allow another minute before the poll is closed. If you have any questions in relation to the submission of online votes, please send them through to the Q&A function now. [Voting]

For shareholders attending physically, I now invite Samantha to collect your voting cards. Thank you. Thanks, Samantha. All cards have been collected. Stu, are there any questions on Q&A? Okay. There being no further questions. So the people online, you can press go. If there are no further questions, I declare the poll closed. The staff of Automic will now process the poll, and the results will be announced to the ASX once they are available. As that concludes the formal business of the meeting, I declare the meeting closed. I thank all shareholders for your attendance and we'll now close the meeting. Thank you very much.