IOT : 2016 Financial Report

IOT Group Limited (Formerly Ardent Resources Limited) ABN 66 140 475 921 and Controlled Entities Financial Report For the year ended 31 December 2016

Contents

Financial Report

Directors' Report 3

Remuneration Report 13

Auditor's Independence Declaration 18

Consolidated Statement of Profit or Loss and Other Comprehensive Income 19

Consolidated Statement of Financial Position 21

Consolidated Statement of Changes in Equity 22

Consolidated Statement of Cash Flows 23

Notes to the Financial Statements 24

Director's Declaration 66

Independent Audit Report 67

Other Information 71

Directors' Report

Your directors present their report on the consolidated entity {'the Group') consisting of IOT Group Limited (formerly Ardent Resources Limited) and its controlled entities for the financial year ended 31 December 2016.

General Information Principal Activities

The principal activity of the consolidated group during the financial year was in the Internet of Things

sector.

Significant Changes to Activities

During the year, IOT Group Limited closed OTT Premium business and OK Smartwatches to focus entirely on scaling up drone business and delivering sales.

Operating Results

The consolidated loss of the consolidated group amounts to $15,042,200 (2015: $1,240,076) after providing for income tax.

Review of Operations

The Company is focused on growing its revenue from its drone business and with a number of strategic initiatives is likely lead to a significant increase in revenue for 2017. The company refocused on the core business of marketing the IOT Group's range of world leading selfie drones and cameras, developed and implemented a go-to-market strategy and an aggressive sales program. In addition, the Company made several corporate, strategic and operational decisions to improve future profitability during 2016.

The Company strengthened the Board with the addition of Mr Tod McGrouther as non-executive director.

The Company has called a meeting of shareholders on 31 March 2017 to approve the cancellation of 27,715,610 shares in the Company owned by Mr Kantor and co-shareholders.

The Company discontinued operations in its non-core businesses or OTT Premium, InterVision and OK Smartwatches to focus entirely on scaling up the drone business and delivering sales. Staff numbers were halved, operating costs significantly reduced and all intangible assets associated with these businesses and previously capitalised were written off.

Financial Position

The net assets of the consolidated group have increased by $6,145,122 from 31 December 2015 to

$6,727,474 in 31 December 2016. This increase is largely due to the following factors:

• Capital raising of $16,602,808

• Cash expenditure of $10,515,733

Significant Changes in State of Affairs

The following significant changes in the state of affairs of the parent entity occurred during the financial year:

1. On 18 March 2016, Ardent Resources Limited changed its name to IOT Group Limited and issued the following shares:

2. 156,250,000 fully paid ordinary shares to sophisticated and professional investors via a share placement

3. 15,298,638 fully paid ordinary shares via a public offer

4. 21,071,429 fully paid ordinary shares to certain OK IOT Group Pty Ltd vendors

5. 937,500 fully paid ordinary shares to Pac Partners Pty Ltd

6. 257,900,964 fully paid ordinary shares to IOT vendors

7. On 19 April 2016, the group issued 4,250,000 shares at 2 cents each to consultants for work performed.

8. On 17 May 2016, the group issued 2,000,000 shares at 11 cents each in lieu of payment of establishment fees and marketing expenses.

9. On 20 June 2016, the group issued 2,000,000 shares at no consideration valued at 9.8 cents each for the establishment of IOT Group Limited USA division and for attending to the ongoing obligations and requirements.

10. On 14 July 2016, the group issued the following shares:

11. 85,537,340 shares at 8.5 cents each to professional and sophisticated investors.

12. 85,537,340 shares at 5.5 cents each to professional and sophisticated investors.

13. On 23 November 2016, the group issued 20,000,000 at no consideration valued at 3.5 cents each as part of the legal settlement.

14. On 23 November 2016, the group agreed subject to shareholder approval to cancel 27,715,610 shares in the Company (meeting to be held on 31 March 2017) for no consideration.

15. Changes in controlled entities and divisions:

    i) Established IOT Group USA LLC in which they currently hold a 70% interest.

    Directors

    As at the time of this report, the following persons were directors of IOT Group Limited:

    Mr Scott Brown

    Mr Ian Duffell (appointed 18 March 2016)

    Mr Tod McGrouther (appointed 11 October 2016)