1
2024 Annual Report
adslot.com
2
3
Contents
Adslot 2024 Annual Report
5
Message from our Executive Chairman
6
Directors’ Report
17
Audited Remuneration Report
26
Auditor’s Independence Declaration
27
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
28
Consolidated Statement of Financial Position
29
Consolidated Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
31
Notes to the Financial Statements
67
Consolidated Entity Disclosure Statement
68
Directors’ Declaration
69
Independent Auditor’s Report
73
Corporate Governance Statement
73
Shareholder Information
74
Corporate Directory
4
To simplify premium
media trading
through technology
and collaboration.
5
Message from our
Executive Chairman
Mr Andrew Dyer
It is with a mix of humility and determination that
I share with you the Adslot Annual Report for the
year ended 30 June 2024. It has been a year filled
with challenges, tests of resilience, and moments
that demanded tough decisions.
The global digital adverting industry is grappling
with significant change whether it is being driven
by tightening economic conditions, regulatory
pressures or technological innovation.
Notwithstanding this, the fundamental problems
we are trying to solve remain - digital media
industry economics are high cost and opaque
as 50 – 70% of ads do not reach their target
audience. Google’s consumer choice solution
(rather than outright cookie depreciation) will
further reduce advertisers’ ability to target
audiences, manage frequency, measure impact
and reconcile ad campaigns. In this environment
first party data and signals become the only means
to target 100% of audiences. Adslot is the only
audience focused digital media trading solutions
that is not consumer ID based.
Over the year we directly experienced the impact
of the major holding companies tightening their
costs with the loss of three markets for our
Symphony product. We also experienced longer
sales cycles and challenges to move a number
of key initiatives forward. These factors have
undeniably impacted our performance, and it
is essential to acknowledge this. Despite these
hurdles, our dedication to our mission remained
steadfast. We continued during the FY24 Year to
invest in products (br1dge) and key markets
(Germany and the UK) but in a more targeted way
to ensure a better return on investment. Our teams
have worked tirelessly, often going above and
beyond, to deliver cutting-edge solutions that
address the needs of our clients and stakeholders.
I would like to extend my thanks to our employees,
who have persevered and adapted though many of
the challenges. Their hard work and commitment
have stabilised the core business and prepared
us for new initiatives which has set the stage for
future growth and success. To our shareholders,
thank you for your unwavering support and trust
in our vision. Your confidence in our potential
fuels us.
Since the end of the Financial Year, we have
also taken significant steps to streamline our
operations and enhance our efficiency. We have
re-evaluated our processes, identifying areas
for improvement, and implementing measures
to ensure we are well-positioned to capitalize on
emerging opportunities. We have formulated plans
to significantly reduce costs and our cash burn
rate, and we are focused on achieving price
rises and new revenue initiatives including rolling
out the publisher “buy-side” solution known
as StoreFront. We have intuitively changed the
way we financially analyse, manage and report
the five product offerings and the group as
a whole, but acknowledge that more work
is required.
Looking ahead, we remain optimistic and
confident in our ability to navigate the complexities
and opportunities of our industry. Our roadmap for
the coming year is clear: to continue activate key
opportunities; strengthen the balance sheet and
move the business to profitability.
In closing, I want to reiterate my appreciation for
everyone who has played a part in our journey
this year. The path forward may still present
challenges, but with the collective strength of our
teams and the support of our shareholders, I am
confident that we will emerge stronger and more
resilient.
Sincerely,
Andrew Dyer
Executive Chairman
Dear Shareholders and Valued
Team Members,
6
Directors’ Report
Andrew Dyer is Chair of Rozetta Institute, an
independent, not-for-profit research organisation
that seed-funds transformative research centres
to deliver societal impact. Mr Dyer is also a
Senior Partner Emeritus and Senior Advisor of
The Boston Consulting Group (BCG), and a
member of BCG’s global Senior Partner Emeritus
Council. Mr Dyer is also an advisor to several
public and private company CEO’s and boards.
In his 29 years with BCG Mr Dyer supported
senior executives in leading companies around
the world. He also held local, regional and global
leadership positions, including leading BCG’s
People & Organization and Enablement Practices
and was also a member of BCG’s global Executive
Committee, including roles on several BCG
Board Committees.
Prior to joining BCG in 1994, Mr Dyer worked
for the Commonwealth Bank and the Australian
Federal Government. Mr Dyer is a member of
the Adslot’s Audit & Risk Committee and
Remuneration Committee.
Mr Dyer was appointed as Chairman of Adslot
on 9 June 2023.
Mr Dyer was appointed as Executive Chairman
of Adslot on 13 August 2024
Mr Andrew Dyer
Executive Chairman
Adrian Giles is an entrepreneur in the Internet
and Information Technology industries. In 1997
Mr Giles co-founded Sinewave Interactive which
pioneered the concept of marketing a website
using search engines and was the first company
in Australia to offer Search Engine Optimisation
(SEO) as a service.
Mr Giles co-founded Hitwise which grew over
10 years to become one of the most recognised
global internet measurement brands in the USA,
UK, Australia, NZ, Hong Kong, and Singapore.
Whilst positioning the company for a NASDAQ
listing in early 2007 Hitwise was sold to Experian
(LSX: EXPN) in one of Australia’s most successful
venture capital backed trade sales.
Mr Giles is also Chairman of Fortress Esports - an
esports and video game entertainment company.
Mr Giles is Chair of the Remuneration Committee
and a member of the Audit & Risk Committee.
Mr Adrian Giles
Non-Executive Director
7
continued Directors’ Report
Sarah Morgan has extensive experience in the
finance industry, primarily as part of independent
corporate advisory firm Grant Samuel. Ms Morgan
has been involved in public and private company
mergers and acquisitions, as well as equity and
debt capital raisings. She holds a degree in
Engineering and a Master of Business
Administration from the University of Melbourne
and is a Graduate of Australian Institute of
Company Directors.
Ms Morgan is a Non-Executive Director of Future
Generation Global Investment Limited (from July
2015) and Intrepid Group Pty Ltd (from January
2019). Ms Morgan was previously a Non-Executive
Director of Hansen Technology Limited (from
October 2014 to December 2019), Nitro Software
Limited (from November 2019 to March 2023)
and Whispir Limited (from January 2019 to
January 2024).
Ms Morgan is Chair of the Audit and
Risk Committee.
Ms Sarah Morgan
Non-Executive Director
Tom Triscari is a leading expert in theprogrammatic
AdTech industry. He is the founder and CEO of
Lemonade Projects, a programmatic innovation
firm based in NYC running strategic projects and
experiments at the intersection of economics,
game theory, and principles of radical transparency.
The underlying thesis of Tom’s work is based on his
methodology paper Programmatic Lemon Market
Game published in May 2020.
Mr Triscari's programmatic experience began in
2007 developing addressable TV and data product
requirements as a consultant for Project Canoe in
New York, an initiative led by Comcast and Time
Warner. He managed a multi-market team at
Yahoo! Europe in Barcelona with responsibility
for Right Media, the first programmatic exchange.
At pre-IPO Criteo in London, Mr Triscari built and
managed supply-side and data science teams.
Mr Triscari was brought on as CEO to reposition
Amsterdam-based Yieldr, a DSP platform.
In 2015, he founded Labmatik, a programmatic
transformation consultancy.
Mr Triscari has a B.A. in Economics from UCLA,
an MBA from the University of Notre Dame, and
hosts Quo Vadis, a leading industry newsletter.
Mr Triscari was appointed as a non-executive
director on 9 August 2021 and Executive Director,
Head of Corporate Development and Interim
Chief Financial Officer on 6 April 2022.
Mr. Triscari resigned from Executive Director,
Head of Corporate Development & Interim
Chief Financial Officer on 30 April 2024.
Mr Tom Triscari
Non-Executive Director
8
Directors’ Report
Adslot 2024 Annual Report 8
Chief Executive Officer and Executive Director
Mr Ben Dixon
Ben Dixon has over 27 years’ experience in the advertising and ad-tech industries. This includes both media
planning and strategy roles at leading agencies groups such as Publicis and Omnicom. During this period,
he was involved in the development of digital media strategies for a number of prominent technology and
telecommunications brands in Australia.
Mr Dixon was then a founder of Facilitate Digital where he was involved in conceptualizing and developing
the Symphony Media workflow platform. During his tenure as Chief Executive Officer at Facilitate Digital he
oversaw the international expansion of Symphony and its first adoption by global agency groups.
Following the acquisition of Facilitate Digital by Adslot in late 2013 he became an Executive Director of Adslot
Limited.
Mr Dixon was appointed as the CEO in February 2018.
Mr Dixon resigned as a Director and Chief Executive Officer on 6 September 2024.
Interim Chief Executive Officer
Mr Ben Loiterton
Ben Loiterton’s career spans 35 years as a company director, executive, investment banker and involved in
entrepreneurial activity.
He is an experienced public company director having served on five ASX-listed company boards, two as
chair, and various unlisted public company and private company boards.
Mr Loiterton has extensive experience with driving commercial strategy, corporate finance, equity capital
raising, IPOs, mergers & acquisitions, financial structuring, and providing legal and business advice for both
fast-growth businesses, and companies navigating turnaround and restructuring.
Mr Loiterton has direct experience in a wide array of sectors including technology, software / SaaS,
telecoms, media, resources, energy, FMCGs & food, commercial property, financial services and traditional
businesses. He has co-founded several start-up businesses and arranged equity funding across the full
spectrum from initial angel rounds to large private equity transactions.
Mr Loiterton is a Principal at Sydney-based merchant banking firm Andover Partners.
Mr Loiterton graduated B. Comm LL. B from the University of New South Wales.
Mr Loiterton was appointed as Interim Chief Executive Officer on 6 September 2024 replacing Mr Ben Dixon
who resigned as Chief Executive Officer on the same date.
Company Secretary
Mr Mark Licciardo
Mark Licciardo is the founder and Managing Director of Mertons Corporate Services, now Acclime Corporate
Services Australia. A former Company Secretary of Top 50 ASX listed companies Transurban Group and
Australian Foundation Investment Company Limited, his expertise includes working with boards of directors
in the areas of corporate governance, administration and company secretarial. Mark is a Fellow of the
Australian Institute of Company Directors (AICD), the Institute of Company Secretaries and Administrators
and the Governance Institute of Australia.
Mr Licciardo holds a Bachelor of Business Degree (Accounting) from Victoria University and a Graduate
Diploma in Company Secretarial Practice.
Mr Licciardo is a non-executive director of ASX listed Frontier Digital Ventures (ASX: FDV) and a number
of other unlisted public and private companies.
Mr Licciardo joined Adslot Ltd as Company Secretary on 20 April 2022.
9
Adslot 2024 Annual Report 9
Directors
Mr Andrew Dyer, Ms Sarah Morgan, Mr Adrian Giles & Mr Tom Triscari were directors for the whole financial
year and up to the date of this report.
Mr Andrew Barlow resigned as a Director on 16 February 2024.
Directorships of other listed companies
Other than those disclosed on pages 6 to 8 of this Annual Report no director holds a Directorship in any other
listed companies in the three-year period immediately before the end of the financial year.
Directors’ shareholdings
The following table sets out each director’s relevant interest in shares or options in shares of the Group as at
the date of this report.
Directors
Ordinary Shares
#
Share Options
#
Mr Andrew Dyer
252,362,652
43,914,681
Mr Adrian Giles
84,416,487
-
Ms Sarah Morgan
72,956,406
634,320
Mr Tom Triscari
-
6,000,000
Remuneration of directors and senior management
Information about the remuneration of directors and senior management is set out in the remuneration report
of this directors’ report.
Directors’ Meetings
The following table sets out the number of meetings of the Group’s Directors held during the year ended 30
June 2024 and the number of meetings attended by each Director.
Board of Directors
Remuneration Committee
Audit and Risk Committee
Directors
Held
Attended
Held
Attended
Held
Attended
Mr Andrew Dyer
9
9
2
2
7
7
Mr Adrian Giles
9
9
2
2
7
7
Mr Ben Dixon (i)
9
9
-
-
-
-
Ms Sarah Morgan
9
9
-
-
7
7
Mr Tom Triscari
9
8
-
-
-
-
Mr Andrew Barlow (ii)
6
6
1
-
-
-
(i)
Mr Dixon resigned as a Director and Chief Executive Officer on 6 September 2024.
(ii)
Mr Barlow resigned as a Director on 16 February 2024.
Chief Financial Officer
Mr Mal Jayakody
Mr Jayakody has been with the Adslot since 2011, the last eight years as the company’s Group Financial
Controller. He was acting CFO for a brief stint in 2017 and has been head of finance since April 2023.
Prior to joining Adslot, Mr Jayakody was the CFO of Sintesi, a research, design, and manufacturing business
servicing the global apparel manufacturing market. He holds a Master of Business Administration and is a
fellow member (FCPA) of CPA Australia, fellow member (FCMA) of the Chartered Institute of Management
Accountants (CIMA) UK and member of Chartered Global Management Accountant (CGMA)
Mr Jayakody was appointed as Chief Financial Officer on 1 May 2024.
10
Directors’ Report (Continued)
Adslot 2024 Annual Report 10
Principal activities
Adslot Ltd derives revenue from two principal activities:
1. Trading Technology - comprises Adslot Media, a leading global media trading technology platform, and
Symphony, market-leading workflow automation technology for media agencies.
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
Operating Results
2024
2023
Movement
$
$
$
%
Revenue from Trading Technology
6,913,064
7,462,448
(549,384)
(7%)
Revenue from Services
1,527,363
1,457,274
70,089
5%
Total revenue and other income
8,746,714
9,229,962
(483,248)
(5%)
EBITDA (loss)
(7,582,565)
(8,371,565)
789,000
9%
Adjusted EBITDA (loss)1
(2,095,459)
(2,086,826)
(8,633)
(0)%
NPAT (loss)
(10,703,881)
(12,078,360)
1,374,479
11%
Adjusted NPAT (loss)1
(5,216,775)
(5,793,621)
576,846
10%
1 Adjusted EBITDA (loss) and Adjusted NPAT (loss): Adding back impairment of intangible assets of $5.1
million and impairment of right of use asset of $0.4 million for FY2024 and $6.3 million for FY2023 (refer note
10 for further information). Adjusted EBITDA (loss) and Adjusted NPAT (loss) are non-IFRS metrics used for
management reporting. The Group believes Adjusted EBITDA (loss) and Adjusted NPAT (loss) reflects what
it considers to be the underlying performance of the business.
Review of Operations
Total revenue and other income for FY2024 was $8.7 million a decrease of 5% versus $9.2 million in FY2023
largely due to a 7% decrease in Trading Technology revenue.
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation (EDITDA)
in FY2024 was $7.2 million a 14% improvement versus the $8.4 million loss in FY2023. The Consolidated
Group operating loss after tax (NPAT) of $10.3 million is a 15% improvement to the prior year loss of $12.1
million.
FY2024 EBITDA and NPAT were substantially impacted by an impairment of intangible assets of $5.1 million
and impairment of right of use asset of $0.4 million. FY2024 Adjusted EBITDA loss remained flat at $2.1 million
and adjusted NPAT loss improved by 10% to $5.2 million.
Trading Technology
The strategic focus of the business remains Trading Technology revenues. These revenues are comprised of:
•
Trading Fees – fees charged as a percentage of media traded; generated primarily from Adslot Media
but also from Symphony. Trading fees generated via the Adslot Media platform attract a higher
percentage fee and represent the significant majority of Trading Fees; and
•
Licence Fees – generated primarily from Symphony, a market-leading workflow automation tool for
Media Agencies, and also from customised solutions developed for Publishers.
11
Adslot 2024 Annual Report 11
Trading Fees
Total Trading Fee revenue across Symphony and Adslot Media was $0.9 million in FY2024, a 16% decrease
on the prior financial year (FY2023: $1 million).
Adslot Media trading fees revenue for FY2024 was $0.8 million, a 11% decrease compared to the prior period
(FY2023: $0.9 million). This decrease largely reflected a 9% fall in monetised total transaction value (TTV) for
the Adslot Media platform due to adverse macroeconomic conditions which is impacting digital advertising
spend, as well as, broader industry disruption, particularly in the US and UK.
Other key initiatives during the year included the:
Development of the German CTV market – during the year, Adslot established a technical partnership
with Net ID, the European foundation that has created a privacy compliant, transparent and persistent
user identifier as an alternative to US single sign-on providers. This is an important initiative to unlock
marketplace demand from agencies. In addition, key publishers have been onboarded and an
integration with the Springserve (CTV) ad server was commenced to enable the onboarding of more
supply;
Activation of the agency partner marketplace in the UK which has been slow to progress and trading
activity expected from the restructure of GroupM has not yet materialised;
Launch of the Publisher Storefront strategy at the end of the year with a specific focus on the UK,
German and Australian markets; and
Launch of Br1dge.
$1,370
$908
$1,281
$1,232
$1,039
$876
$-
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
FY 19
FY 20
FY 21
FY 22
FY 23
FY 24
Thousands
Total Trading Fees
$15.39
$15.53
$28.30
$25.49
$47.98
$43.62
$-
$10
$20
$30
$40
$50
$60
FY19
FY20
FY21
FY22
FY23
FY24
Millions
Monetised Total Transaction Value
12
Directors’ Report (Continued)
Adslot 2024 Annual Report 12
Licence Fees
Total Licence Fee revenue across Symphony and Adslot Media was $6.0 million in FY2024, representing a
6% reduction on the prior financial year (FY2023: $6.4 million).
In April 2024, the Company announced amendments to its long standing agreement with international agency
group, GroupM, for the provision of the standalone Symphony workflow management solution The
amendments included the removal of dedicated development resources which were funded by GroupM and
the removal of the Symphony platform from three markets; Vietnam, India and the Philippines. The
amendments will result in a reduction of around $3.4 million in annualised licence fees from FY2025. The
Company implemented cost reductions which offset some of the revenue reductions.
The Symphony solution will remain active in eight markets for GroupM and contract terms extended GroupM’s
commitment to maintain Symphony in those markets. The revised agreement also includes provisions for
ongoing custom development to be conducted on a time and materials basis.
Services
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers was $1.5 million in FY2024, a $0.07 million increase on the previous year (FY2023: $1.5 million).
Webfirm revenue for FY2024 was $1.5 million, a $0.14 million increase on the previous year. (FY2023: $1.4
million).
$6,668
$7,207
$5,154
$6,049
$6,424
$6,037
$-
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
FY 19
FY 20
FY 21
FY 22
FY 23
FY 24
Thousands
Total Licence Fees
13
Adslot 2024 Annual Report 13
Cost Management
Total operating costs of $10.8 million for FY2024 represented a 5% decrease in costs (FY2023: $11.3 million).
Total operating costs are derived by adding back non-cash and non-operating expenses to Total expenses:
2024
2023
$
$
Total expenses
19,251,583
21,084,780
Depreciation and amortisation expenses
(2,921,250)
(3,413,260)
Interest Expenses
(69,544)
(84,693)
Impairment – Right of use asset - Melbourne
(401,355)
-
Impairment – Intangible assets
(5,085,751)
(1,122,800)
Impairment - Goodwill
-
(5,161,939)
Total operating costs (i)
10,773,683
11,302,088
(i)
Total operating cost is total expenses excluding non-cash and non-operating expenses. Non-cash expenses
include depreciation and amortisation among other non-cash expenses,
As disclosed to the market in over the last 24 months, the Group has made pre-emptive steps to reduce cash
outflows and extend its cash operating runway via a series of targeted cost reductions across the business.
Cost reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
Out of the total operating costs of $10.8 million, Br1dge related costs amounted to $1.3 million. Excluding
Br1dge, operating costs decreased by 16%. The costs savings largely represented headcount savings which
were realised through natural attrition, redundancies and optimising internal workflows.
Capitalised development costs also reduced by 15% from $3.2 million to $2.7 million.
EBITDA
The EBITDA loss for FY2024 was $7.6 million, a $0.8 million decrease on the prior year (FY2023: $8.4 million).
FY2024 includes $5.1 million impairment of intangible assets & $0.4 million impairment of right of use assets
while FY2023 included a $6.3 million impairment of intangible assets. Excluding the intangible assets
impairment, the adjusted EBITDA loss for FY2024 remained constant at $2.1 million. (FY2023: $2.1 million
excluding $6.3 million impairment of intangible assets) The adjusted NPAT loss improved from $5.8 million in
FY2023 to $5.2 million in FY2024.
$9,500
$10,000
$10,500
$11,000
$11,500
$12,000
$12,500
$13,000
FY19
FY20
FY21
FY22
FY23
FY24
Thousands
Total Operating Cost
14
Directors’ Report (Continued)
Adslot 2024 Annual Report 14
Cash Management
Net cash outflows from operating activities for FY2024 were $0.7 million, representing a $0.9 million
improvement (FY2023: $1.6 million). This improvement was largely realised through an increase in customer
receipts.
Total R&D incentives received in FY2024 was $1.0 million which was recorded across operating activities ($0.3
million) and investing activities ($0.7 million).
The Group also partially concluded a successful capital raising towards the end of FY2024 and start of FY2025.
$0.53 million before costs was raised through an institutional entitlement offer with 525 million fully paid
ordinary shares issued before the end of the year.
Additionally, at the start of FY2024 the Group raised $3.15 million after costs via an entitlement offer. The initial
$1.1 million of this capital raise was carried out via a share placement in June 2023.
Cash as at 30 June 2024 was $3.1 million (FY2023: $2.9 million).
Business growth strategy
The Group’s growth strategies for products are focussed on:
Adslot Media
•
StoreFront Solution Roll-out to media clients with which Adslot has historic relationships and API’s,
•
Open Marketplace Grow TTV across platform, and increase ratio of monetised TTV, and
•
Media Auctions approach other clients including property platforms in US, UK, EU and Asia.
Symphony: Re-approach other global media buyer agencies.
Webfirm: Plan to extend sales and business development including cross-over leads from other business units.
Br1dge: Early-stage roll-out under review with initial trial customers (major brands in US) already engaged.
In addition, the Group will continue its focus on cost management as it progresses towards cash flow break-
even.
Material business risks
The Group is subject to risks of both a general nature and those specific to its business activities including, but
not limited to:
•
Retaining existing customers and keeping them engaged in the product;
•
Attracting new customers and achieving revenue growth;
•
Cyber security incidents involving unauthorised access to data and assets, causing disruption to services;
•
Retaining key personnel and attracting new personnel; and
•
Ongoing access to funds in capital markets.
The information presented in this Review of Operations has not been audited in accordance with the Australian
Auditing Standards.
Matters Subsequent to the End of the Financial Year
The Company announced a capital raise in the form of a partially underwritten 3:4 accelerated pro rata non-
renounceable entitlement offer to raise $2.4 million on 17 June 2024. The entitlement offer comprised of an
institutional component (Institutional Entitlement Offer) and an offer to eligible shareholders to participate on
similar terms under a retail component (Retail entitlement offer). The Institutional Entitlement Offer was
concluded in FY2024 and on 15 July 2024, the Company successfully concluded the Retail Entitlement Offer.
The latter raised $0.95 million before costs for the issue of 953 million ordinary shares.
The residual shortfall of up to approximately 940 million shares (representing an amount of approximately
$0.94 million) maybe be placed by the company within three months after the close of the Entitlement Offer in
accordance with the ASX Listing rules and the provisions of the Company’s Retail Entitlement Offer Document
dated 24 June 2024.
On 13 August 2024 the Company announced that Mr Andrew Dyer, the Company’s Chairman will assume the
role of Executive Chairman with immediate effect and that the Company has commenced a strategic and
operational review, with the objective of accelerating its pathway to breakeven.
15
Adslot 2024 Annual Report 15
On 6 September 2024 the Company announced the resignation of Mr Ben Dixon as Chief Executive Officer
and that he has also resigned as a director of Adslot and certain subsidiaries. To assist with various projects,
and to ensure an orderly transition, Mr Dixon will provide advisory services until 31 December 2024. Mr Ben
Loiterton, who was advising the company on its strategic review and associated restructure, was appointed
Interim Chief Executive Officer.
The 6 September 2024 announcement also confirmed that Mr Dyer’s term as Executive Chair was extended
to 30 June 2025 and that the Company has entered into agreements with its Board of Directors to take their
compensation in equity instead of cash to assist the pathway to breakeven, subject to ASX and shareholder
approval.
Environmental regulations
The Group’s operations are not subject to any significant environmental regulations under the Commonwealth,
State or any other country in which the entity operates.
Dividends
The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid during
the year.
Shares under option
Details of unissued shares or interests under option as at the date of this report are:
Issue Type
Expiry Date
Exercise
Price
Balance at
beginning of
the period
Issued
during
the period
Lapsed/
Forfeited during
the period
Exercised
during
the period
Balance at
end of the
period
$
(Number)
(Number)
(Number)
(Number)
(Number)
Ordinary options
02/09/2023
0.041
8,600,000
-
(8,600,000)
-
-
Ordinary options
12/07/2024
0.028
16,666,667
-
(2,750,000)
-
13,916,667
Ordinary options
06/08/2024
0.034
18,000,000
-
-
-
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
-
-
-
2,500,000
Ordinary options
29/07/2025
0.041
8,500,000
-
-
-
8,500,000
Ordinary options
29/07/2025
0.041
6,250,000
-
-
-
6,250,000
Ordinary options
08/08/2025
0.028
6,000,000
-
-
-
6,000,000
Ordinary options
11/10/2025
0.040
2,500,000
-
-
-
2,500,000
Ordinary options
15/06/2026
0.018
37,600,000
-
(2,400,000)
-
35,200,000
Ordinary options
15/11/2026
0.018
3,200,000
-
-
-
3,200,000
Ordinary options (i)
31/12/2024
0.006
96,562,817
-
-
-
96,562,817
206,379,484
-
(13,750,000)
-
192,629,484
(i)
After the conclusion of 2023 financial year, as part of the Entitlement Offer finalised on 6 July 2023, the Directors
of Adslot Ltd including their personally related parties received attaching share options.
16
Directors’ Report (Continued)
Adslot 2024 Annual Report 16
Indemnification and Insurance of Officers
The Group has during the financial year, in respect of each person who is or has been an officer of the Group
or a related body Corporate, made a relevant agreement for indemnifying against a liability incurred as an
officer, including costs and expenses in successfully defending legal proceedings.
Since the end of the financial year, the Group has paid premiums to insure all directors and officers of Adslot
Ltd and the Adslot Group of companies, against costs incurred in defending any legal proceedings arising out
of their conduct as a director and officer of the Group, other than for conduct involving a wilful breach of duty
or a contravention of Sections 232 (5) or (6) of the Corporations Act 2011, as permitted by section 241A (3) of
the Corporations Act. Disclosure of the premium amount is prohibited by the insurance contract.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the
purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
section 237 of the Corporations Act 2001.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2024 has been received and can be found
on page 26 of the financial report. Details of amounts paid or payable to the auditor for non-audit services
provided during the year are outlined in Note 19 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year by the auditor (or
by another person or firm on the auditor's behalf), is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in Note 19 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
•
none of the services undermines the general principles relating to auditor independence as set out in APES
110 – Part 4A of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing
economic risks and rewards.
17
Audited Remuneration Report
Adslot 2024 Annual Report 17
The audited remuneration report is set out under the following headings:
Section 1:
Non-executive directors’ and Chairman’s remuneration
Section 2:
Executive remuneration
Section 3:
Details of remuneration
Section 4:
Executive contracts of employment
Section 5:
Long Term Incentives (equity-based compensation)
Section 6:
Culture, accountability and remuneration
Section 7:
Equity holdings and transactions
Section 8:
Other transactions with key management personnel
Section 1: Non-executive directors’ and Chairman’s remuneration
Non-executive directors’ fees are reviewed annually and are determined by the Board. In making its
determination it takes into account fees paid to other non-executive directors of comparable companies.
Non-executive directors’ fees are within the maximum aggregate limit of $600,000 per annum agreed to by
shareholders at the Annual General Meeting held on 23 November 2021. To preserve the independence and
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2024 financial year, the Chairman’s fees were $100,000 per annum and non-executive directors’ fees
were $50,000 per annum. In addition, the Chair of the Audit & Risk Committee and the Remuneration
Committee received a further $25,000 in recognition of the additional workload of those positions.
In March 2023, the Chairman and the non-executive directors agreed to defer all non-executive directors’
remuneration until end of May 2024. The Chairman and the non-executive directors’ fees from March 2023 to
June 2024 was subsequently settled in June 2024.
Mr Tom Triscari has been engaged via his consulting company, Lemonade Projects, to provide advisory
services (US$50,000 per annum). These have been included in key management personnel remuneration.
On the 13 August 2024, Mr Andrew Dyer was appointed as Executive Chairman. Mr Dyer’s term as Executive
Chairman was extended to 30 June 2025. From 1 September 2024, his fees will increase by $75,000 per
annum. In addition, the Board of Directors have agreed to take their compensation in equity to assist the
pathway to breakeven.
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for key
management personnel and the executive team. The Remuneration Committee makes recommendations on
remuneration of key management personnel to the Board.
The Board assesses the appropriateness of the nature and amount of emoluments of these employees on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit by:
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
Executives’ remuneration consists of a fixed cash component, short-term incentives in the form of cash
bonuses, and long-term incentives in the form of equity-based compensation linked to the long-term prospects
and future performance of the Group. The inclusion of equity-based compensation in executives’ remuneration
provides a direct link between their remuneration and shareholder wealth, otherwise there are no direct
relationships.
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
Item
2024
2023
2022
2021
2020
EPS (cents)
(0.33)
(0.55)
(0.23)
(0.33)
(0.96)
Net loss ($)
(10,703,881)
(12,078,360)
(4,647,402)
(6,280,774)
(16,617,725)
Share price at 30 June ($)
0.001
0.003
0.012
0.028
0.018
18
Audited Remuneration Report (Continued)
Adslot 2024 Annual Report 18
Section 3: Details of remuneration
Details of the remuneration of the directors and the key management of the Group and its controlled entities
are set out in the following tables.
The key management personnel of Adslot Ltd and its controlled entities include the following directors and
executive officers:
Directors
Position
Date appointed/resigned as Director
Mr Andrew Dyer
Executive Chairman
Chairman
Non-Executive Director
Appointed 13 August 2024
Appointed 9 June 2023
Appointed 28 May 2018
Mr Andrew Barlow
Non-Executive Director
Non-Executive Chairman
Non-Executive Director and Chairman
Resigned 16 February 2024
Resigned 9 June 2023
Appointed 15 February 2010
Mr Ben Dixon (i)
Executive Director
Chief Executive Officer
Executive Director
Resigned 6 September 2024
Appointed 1 February 2018
Appointed 23 December 2013
Mr Adrian Giles
Non-Executive Director
Appointed 26 November 2013
Ms Sarah Morgan
Non-Executive Director
Appointed 27 January 2015
Mr Tom Triscari
Non-Executive Director
Executive Director, Head of Corporate
Development and Interim Chief
Financial Officer
Appointed 9 August 2021
Appointed 6 April 2022
Resigned in an executive capacity 30 April
2024
Executive Officers
Position
Date appointed/resigned as Executive
Mr Ben Loiterton (i)
Interim Chief Executive Officer
Appointed 6 September 2024
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
Mr Nirupamal Jayakody
Chief Financial Officer
Appointed 1 May 2024
(i)
Subsequent to the end of financial year 2024, Mr Ben Dixon resigned as Chief Executive Officer on 6
September 2024 and Mr Ben Loiterton has since then been appointed as Interim Chief Executive Officer.
19
Adslot 2024 Annual Report 19
Group
2024
Short-term benefits
Long
Term
Benefits
Post-
employment
benefits
Share-based payment
Total
Name
Salary
& fees
Short
Term
Incentive
Other
Long
Service
Leave
Super-
annuation
Share
Options
Expensed
Performance
Rights
$
$
$
$
$
$
$
$
Executive directors
Mr B Dixon (i)
300,000
-
-
6,185
27,399
1,001
-
334,585
Non-executive directors
Mr T Triscari (ii)
99,884
-
14,381
-
-
8,082
-
122,347
Mr A Barlow (iii)
25,333
-
-
-
6,132
-
-
31,465
Mr A Giles
68,150
-
-
-
6,850
-
-
75,000
Ms S Morgan
68,150
-
-
-
6,850
-
-
75,000
Mr A Dyer
100,000
-
-
-
-
-
-
100,000
Other key management personnel
Mr T Peacock
259,000
-
-
5,657
27,399
12,138
-
304,194
Mr N Jayakody (iv)
35,000
-
-
585
3,850
151
-
39,586
Totals
955,517
- 14,381
12,427
78,480
21,372
- 1,082,177
(i)
Mr Dixon resigned as Chief Executive Officer on 6 September 2024. Mr Loiterton has since then been
appointed as Interim Chief Executive Officer.
(ii)
In April 2024, Mr Triscari stepped down from his role of Executive Director, Head of Corporate Development
and Interim Chief Financial Officer.
(iii)
Mr Barlow resigned from Board of Adslot’s Directors on 16 February 2024 and was considered as a KMP
until then. The superannuation amount shown relates to $55,750 which includes frees from FY2023.
(iv)
On 1 May 2024, Mr Jayakody was appointed as Chief Financial Officer.
During the 2024 financial year the Options outlined below expired without being exercised. These expiring options are
excluded from the above Share-based remuneration figures. These amounts were previously included as share-based
remuneration when they were expensed in the financial statements. On the date of expiry, the total amounts that were
already expensed were moved from share-based payments reserve to retained earnings in the financial statements. There
were no such expiring options in 2023 financial year.
Name
Options Expired
(Number)
Value
($)
Mr T Peacock
1,000,000
10,724
1,000,000
10,724
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2023 and 2024 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2023
STI
Opportunity
Amount
Paid
Total 2024
STI
Opportunity
Assessment Criteria
$
$
$
$
Mr B Dixon
-
100,000
-
100,000 Group performance to budget and executive
management to achieve KPIs
Mr T Peacock
-
100,000 (a)
-
100,000 (a) Group revenue achievement and individual KPIs
Mr T Triscari
- USD 100,000 (b)
- USD 100,000 (b) Achieving key performance criteria in the realization
of shareholder value
(a)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year
20
Audited Remuneration Report (Continued)
Adslot 2024 Annual Report 20
(b)
The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria to be
agreed between the Company and the Employee.
No STIs were paid to key management personnel in relation to the 2024 financial year.
Group
2023
Short-term benefits
Long
Term
Benefits
Post-
employment
benefits
Share-based payment
Total
Name
Salary
& fees
Short
Term
Incentive
Other
Long
Service
Leave
Super-
annuation
Share
Options
Expensed
Performance
Rights
$
$
$
$
$
$
$
$
Executive directors
Mr B Dixon
300,000
-
-
6,406
25,292
13,513
-
345,211
Mr T Triscari (i)
299,902
-
13,509
-
-
26,748
-
340,159
Non-executive directors
Mr A Barlow (ii)
87,868
-
-
-
6,335
-
-
94,203
Mr A Giles
70,249
-
-
-
4,751
-
-
75,000
Ms S Morgan
70,249
-
-
-
4,751
-
-
75,000
Mr A Dyer (ii)
18,297
-
-
-
-
30,936 (v)
-
49,233
Other key management personnel
Ms F Conlan (iii)
52,171
-
-
-
3,150
14,044
-
69,365
Mr T Peacock
259,000
-
-
5,956
25,292
29,329
-
319,577
Totals
1,157,736
- 13,509
12,362
69,571
114,570
-
1,367,748
(i)
In May 2023, Mr Tom Triscari agreed to a reduced fee for his executive roles.
(ii)
Mr Andrew Dyer was appointed as Chairman by the Board on 9th June 2023 replacing Mr Andrew Barlow
who resigned as Chairman on 9th June 2023.
(iii)
Ms Conlan resigned as the Chief Financial officer on 6 April 2022 and as the Company Secretary on 20 April
2022. She remained with the Company till 30 August 2022 and was considered a KMP until her last day.
(iv)
In March 2023, the Chairman and the non-executive directors agreed to defer all non-executive directors’
remuneration until end of June 2023. Accordingly, Chairman’s fees $33,333 and the non-executive directors’
fees of $62,500 were accrued but not paid. Those amounts have been included in the above table.
(v)
Options from the year ended 30 June 2023 have been restated to reflect a correction based on an incorrect
calculation.
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2022 and 2023 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2022
STI
Opportunity
Amount
Paid
Total 2023
STI
Opportunity
Assessment Criteria
$
$
$
$
Mr B Dixon
-
100,000
-
100,000 Group performance to budget and executive
management to achieve KPIs
Ms F Conlan
-
100,000 (a)
-
- Group revenue achievement and individual KPIs
Mr T Peacock
5,000
100,000 (a)
-
100,000 (a) Group revenue achievement and individual KPIs
Mr T Triscari
- USD 100,000 (b)
- USD 100,000 (b) Achieving key performance criteria in the realization
of shareholder value
(a)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year.
(b)
The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria to be
agreed between the Company and the Employee.
21
Adslot 2024 Annual Report 21
No STIs were paid to key management personnel in relation to the 2023 financial year.
Section 4: Executive contracts of employment
Formal contracts of employment for all members of the key management personnel are in place. Contractual
terms for most executives are similar but do, on occasions, vary to suit different needs. The following table
summarises the key contractual terms for all key management personnel.
Length of contract
Open ended.
Fixed Remuneration
Remuneration comprises salary and statutory employer superannuation
contributions.
Incentive Plans
Eligible to participate. Incentive criteria and award opportunities vary for each
executive.
Notice Period
Key Management Personnel, including executive directors, have notice periods
ranging from four weeks to 16 weeks. The Chief Executive Officer has a notice
period of 16 weeks, the Chief Financial Officer has 4 weeks, and the Chief
Commercial Officer a period of 3 months. Other Executives have notice periods
ranging from four weeks to three months.
Resignation
Employment may be terminated by giving notice consistent with the notice period.
Retirement
There are no financial entitlements due from the Group on retirement of an
executive.
Termination by the
Group
The Group may terminate the employment agreement by providing notice
consistent with the notice period or payment in lieu of the notice period.
Redundancy
Payments for redundancy are discretionary and are determined having regard to
the particular circumstances. There are no contractual commitments to pay
redundancy over and above any statutory entitlement.
Termination for
serious misconduct
The Group may terminate the employment agreement at any time without notice,
and the executive will be entitled to payment of remuneration only up to the date
of termination.
Section 5: Long Term Incentives (equity-based compensation)
Incentive Option Plan
At the November 2017 Annual General Meeting, shareholders approved the creation of the Group’s Incentive
Option Plan which enables the Board to offer eligible employees and directors the right to options which convert
to fully paid ordinary shares upon exercise, subject to meeting certain vesting criteria. For current options in
issue the only vesting criteria are service conditions. The Incentive Option Plan was re-approved by
shareholders at the November 2023 Annual General Meeting.
The objective of the Incentive Option Plan is to attract, motivate and retain key employees and the Group
considers that the adoption of the Incentive Option Plan and the future issue of options under the Incentive
Option Plan will provide selected employees and directors with the opportunity to participate in the future
growth of the Group.
Adslot continually reviews its operations, performance and the broader market conditions to ensure that
incentives offered to key executives are aligned with the growth of the Group and shareholder outcomes whilst
ensuring it can attract and retain experienced talent in a competitive industry. Adslot continues to operate
within a highly competitive employment environment for experienced people in the technology and software
field.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
of the Group.
The following tables show grants and movements of share-based compensation to directors and senior
management during the current financial year and the previous financial year:
22
Audited Remuneration Report (Continued)
Adslot 2024 Annual Report 22
2024
Name
Series
Balance at
beginning of the
year
(Number)
Granted
during
the year
(Number)
Lapsed/
Forfeited during
the year
(Number)
Exercised
during
the year
(Number)
Balance
at the end of
the year
(Number)
Vested and
exercisable at the
end of the year
(Number)
Tom Peacock
OP # 20-1
1,000,000
-
(1,000,000)
-
-
-
Nirupamal Jayakody (i)
OP # 20-1
350,000
-
(350,000)
-
-
-
Tom Peacock
OP # 21-1
1,250,000
-
-
-
1,250,000
1,250,000
Nirupamal Jayakody (i)
OP # 21-1
250,000
-
-
-
250,000
250,000
Ben Dixon (ii)
OP # 21-2
18,000,000
-
-
-
18,000,000
18,000,000
Andrew Dyer
DOP # 21-1
2,500,000
-
-
-
2,500,000
2,500,000
Tom Peacock
OP # 22-1
1,000,000
-
-
-
1,000,000
666,667
Tom Triscari
DOP # 22-1
6,000,000
-
-
-
6,000,000
5,500,000
Andrew Dyer (iii)
DOP # 22-2
2,500,000
-
-
-
2,500,000
2,500,000
Tom Peacock
OP # 22-2
6,000,000
-
-
-
6,000,000
4,000,000
Nirupamal Jayakody (i)
OP # 22-2
600,000
-
-
-
600,000
400,000
Andrew Dyer (ii)
DOP # 23-1
3,200,000
-
-
-
3,200,000
3,200,000
42,650,000
-
(1,350,000)
-
41,300,000
38,266,667
(i)
Mr Jayakody was appointed as Chief Financial Officer on 1 May 2024. Options granted before his appointment is
included in the opening balance.
(ii) Subsequent to the end of FY2024, Mr Dixon resigned as Chief Executive Officer on 6 September 2024.
(iii) Mr Dyer’s options were granted outside of the Option Plan and are subject to the same terms and conditions as set
out in the Option Plan. The grants were approved at the Annual General Meetings on 23 November 2021 and 16
November 2022.
(iv) Options relating to Ms Conlan have been removed from the opening balance.
2023
Name
Series
Balance at
beginning of
the year
(Number)
Granted
during
the year
(Number)
Lapsed/
Forfeited during
the year
(Number)
Exercised
during
the year
(Number)
Balance
at the end of
the year
(Number)
Vested and
exercisable at the
end of the year
(Number)
Felicity Conlan (i)
OP # 20-1
1,000,000
-
-
-
1,000,000
1,000,000
Tom Peacock
OP # 20-1
1,000,000
-
-
-
1,000,000
1,000,000
Felicity Conlan
OP # 21-1
1,250,000
-
-
-
1,250,000
833,333
Tom Peacock
OP # 21-1
1,250,000
-
-
-
1,250,000
833,333
Ben Dixon
OP # 21-2
18,000,000
-
-
- 18,000,000
16,000,000
Andrew Dyer
DOP # 21-1
2,500,000
-
-
-
2,500,000
2,500,000
Felicity Conlan
OP # 22-1
1,000,000
-
-
-
1,000,000
333,333
Tom Peacock
OP # 22-1
1,000,000
-
-
-
1,000,000
333,333
Tom Triscari
DOP # 22-1
6,000,000
-
-
-
6,000,000
3,500,000
Andrew Dyer (ii)
DOP # 22-2
2,500,000
-
-
-
2,500,000
2,500,000
Felicity Conlan
OP # 22-2
2,000,000
-
-
-
2,000,000
666,667
Tom Peacock
OP # 22-2
6,000,000
-
-
-
6,000,000
2,000,000
Andrew Dyer (ii)
DOP # 23-1
-
3,200,000
-
-
3,200,000
3,200,000
43,500,000
3,200,000
-
-
46,700,000
34,699,999
(i)
Ms Conlan resigned as the Chief Financial officer on 6 April and as the Company Secretary on 20 April 2022. She
remained with the Company till 30 August 2022 and was considered a KMP until her last day. The Board agreed that
23
Adslot 2024 Annual Report 23
Ms Conlan will retain all 5,250,000 options after cessation of employment under the same conditions, other than the
condition that she continued to be an employee.
(ii) Mr Dyer’s options were granted outside of the Option Plan and are subject to the same terms and conditions as set
out in the Option Plan. The grants were approved at the Annual General Meetings on 23 November 2021 and 16
November 2022.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2023 included:
Model Input
DOP # 23-1
Grant Date
16/11/22
Expiry Date
15/06/26
Exercise Price $
0.018
Grant Date Share Value $
0.012
Expected Volatility
80.73%
Risk Free Interest Rate
2.71%
Details of Share Options, ESOP and other rights to ordinary shares in the Group provided as remuneration of
directors and the key management personnel of the Group are set out below:
Name
Options Granted During the Year
2024 (Options)
2023 (Options)
Number
$
Number
$
Directors
Mr A Dyer
-
-
3,200,000
20,473
No other directors or key management personnel have been granted options during the financial years of 2024
and 2023.
The assessed fair value at issue date of the rights, and the assessed fair value at grant date of the options,
granted to the executive are allocated equally over the period from issue/grant date to vesting date, and the
amount is included in the remuneration tables above.
Section 6: Culture, accountability and remuneration
The Group’s values of respect, collaboration, communication, integrity and innovation remain critical to our
culture and effectively guide our employees in making decisions that realise opportunity for the benefit of our
clients, our shareholders, our employees and the communities in which we operate.
Employees are made aware that these values form the basis of all behaviours and actions. These behavioural
expectations are outlined in the Board approved Code of Conduct. The Group communicates and reinforces
our culture through executive communications, non-monetary performance recognition, policy reminders and
updates, training, learning and development.
The Remuneration Committee and the Board are able to assess culture in many ways including through People
& Culture reporting, senior management off-sites, department head presentations, staff survey results, as well
as through personal observation of management and staff behaviours and actions.
The remuneration framework supports our principles by motivating staff to be innovative but also be
accountable for their decisions within the business.
24
Audited Remuneration Report (Continued)
Adslot 2024 Annual Report 24
Section 7: Equity holdings and transactions
The number of shares in the Group held during the financial year by each Director of Adslot Ltd and other key
management personnel of the Group, including their personally related parties, are set out below:
2024
Name
Balance at the
start of the year
(Number)
Received during the
year on exercise of
an option or right
(Number)
Net other changes
during the year
(Number)
Balance at the end
of the year
(Number)
Directors
Mr A Giles
17,328,483
-
-
17,328,483
Mr A Barlow (resigned on 16 Feb 2024)
84,743,388
42,002,876
-
126,746,264
Mr B Dixon (resigned on 6 Sep 2024)
40,754,588
14,555,215
3,655,725
58,965,528
Ms S Morgan
1,776,089
634,320
-
2,410,409
Mr A Dyer
66,096,971
99,964,800
12,108,621
178,170,392
Mr T Triscari
-
-
-
-
Other key management personnel
Mr T Peacock
3,375,000
-
-
3,375,000
Mr N Jayakody (appointed on 1 May 2024)
299,993
-
-
299,993
Totals
214,374,512
157,157,211
15,764,346
387,296,069
After the conclusion of financial year 2024, as part of the Retail Entitlement Offer finalised on 15 July 2024,
the Directors of Adslot Ltd including their personally related parties obtained below shares.
Name
Shares
(Number)
Mr A Giles
67,088,004
Mr B Dixon (resigned on 6 Sep 2024)
44,224,147
Ms S Morgan
70,545,997
Mr A Dyer
74,192,260
Totals
256,050,408
25
Adslot 2024 Annual Report 25
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $1,383 (FY2023: $10,215) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
As part of the Entitlement Offer announced on 9 June 2023 and finalised on 6 July 2023, the Company paid
below sub-underwriting fees to Directors of Adslot Ltd including their personally related parties:
-
Mr Andrew Dyer $1,111.52; and
-
Mr Benjamin Dixon $335.58.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2024 and 30 June 2023.
On 17 June 2024, Adslot announced a capital raise in the form of a partially underwritten 3:4 accelerated pro
rata non-renounceable entitlement offer. The entitlement offer comprised of an institutional component
(Institutional Entitlement Offer) and an offer to eligible shareholders to participate on similar terms under a
retail component (Retail entitlement offer). On 15 July 2024, the shortfall after the Retail Entitlement Offer was
197,022,090 shares (approx. $0.02m) which were issued to the underwriters Directors Adrian Giles, Sarah
Morgan and Andrew Dyer (through their related shareholding entities).
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
Andrew Dyer
Executive Chairman
30 September 2024
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Auditor’s Independence Declaration
To the Directors of Adslot Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Adslot Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there
have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
E W Passaris
Partner – Audit & Assurance
Melbourne, 30 September 2024
26
27
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Adslot 2024 Annual Report 27
For the year ended 30 June 2024
2024
2023
Notes
$
$
Total revenue from continuing operations
3
8,508,917
8,934,422
Other income
3
237,797
295,540
Total revenue and other income
8,746,714
9,229,962
Hosting & other related technology costs
(1,128,964)
(1,084,846)
Employee benefits expense
4,10
(7,038,141)
(7,380,620)
Other operating expenses
4
(2,513,999)
(2,419,794)
Share-based payment expense
21
(92,579)
(416,828)
Depreciation and amortisation expenses
4
(2,921,250)
(3,413,260)
Impairment losses
4
(5,487,106)
(6,284,739)
Interest expense
(69,544)
(84,693)
Total expenses
(19,251,583)
(21,084,780)
Loss before income tax expense
(10,504,869)
(11,854,818)
Income tax benefit/(expense)
5
(199,012)
(223,542)
Loss after income tax expense
(10,703,881)
(12,078,360)
Net loss attributable to the members
(10,703,881)
(12,078,360)
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Foreign exchange translation
(49,844)
91,601
Total other comprehensive income/(loss)
(49,844)
91,601
Total comprehensive loss attributable to the members
(10,753,725)
(11,986,759)
2024
2023
Cents
Cents
Earnings per share (EPS) from loss from continuing operations
attributable to the ordinary equity holders of the Group
Basic earnings per share
17
(0.33)
(0.55)
Diluted earnings per share
17
(0.33)
(0.55)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
28
Consolidated Statement of Financial Position
Adslot 2024 Annual Report 28
As at 30 June 2024
2024
2023
Notes
$
$
Current assets
Cash and cash equivalents
7
3,147,242
2,874,746
Trade and other receivables
8
3,437,695
4,902,035
Prepayments
272,234
19,282
Total current assets
6,857,171
7,796,063
Non-current assets
Property, plant & equipment
9
197,170
1,654,882
Intangible assets
10
38,267
5,560,974
Total non-current assets
235,437
7,215,856
Total assets
7,092,608
15,011,919
Current liabilities
Trade and other payables
11
6,149,192
5,743,146
Other liabilities
12
678,369
326,512
Lease liability
13
207,029
590,933
Provisions
14
441,410
531,838
Total current liabilities
7,476,000
7,192,429
Non-current liabilities
Lease liability
13
401,172
1,077,921
Provisions
14
778,602
794,478
Total non-current liabilities
1,179,774
1,872,399
Total liabilities
8,655,774
9,064,828
Net (liabilities)/assets
(1,563,166)
5,947,091
Equity
Issued capital
15
163,285,169
160,134,280
Reserves
16
1,276,672
1,371,381
Accumulated losses
(166,125,007)
(155,558,570)
Total equity
(1,563,166)
5,947,091
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
29
Consolidated Statement of Changes in Equity
Adslot 2024 Annual Report 29
For the year ended 30 June 2024
2024
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total
Equity
$
Balance at 1 July 2023
160,134,280
1,371,381
(155,558,570)
5,947,091
Movement in foreign exchange translation
reserve
16
-
(49,844)
-
(49,844)
Other comprehensive income
-
(49,844)
-
(49,844)
Loss attributable to members of the Group
-
-
(10,703,881)
(10,703,881)
Total comprehensive income/(loss)
-
(49,844)
(10,703,881)
(10,753,725)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
15
3,150,889
-
-
3,150,889
Vested options lapsed or expired
16
-
(137,444)
137,444
-
Share-based expenses
16
-
92,579
-
92,579
3,150,889
(44,865)
137,444
3,243,468
Balance 30 June 2024
163,285,169
1,276,672
(166,125,007)
(1,563,166)
2023
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total
Equity
$
Balance at 1 July 2022
159,242,345
1,203,847
(143,808,638)
16,637,554
Movement in foreign exchange translation
reserve
16
-
91,601
-
91,601
Other comprehensive income
-
91,601
-
91,601
Loss attributable to members of the Group
-
-
(12,078,360)
(12,078,360)
Total comprehensive income/(loss)
-
91,601
(12,078,360)
(11,986,759)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
15
879,468
-
-
879,468
Cancellation of Treasury Shares
15
12,467
(12,467)
-
Vested options lapsed or expired
16
-
(328,428)
328,428
-
Share-based expenses
16
-
416,828
-
416,828
891,935
75,933
328,428
1,296,296
Balance 30 June 2023
160,134,280
1,371,381
(155,558,570)
5,947,091
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
30
Consolidated Statement of Cash Flows
Adslot 2024 Annual Report 30
For the year ended 30 June 2024
2024
2023
Notes
$
$
Cash flows from operating activities
Receipts from trade and other debtors
16,701,965
15,967,590
Interest received
71,290
9,140
Receipt of R&D tax incentive and other Grants
271,680
318,834
Payments to trade creditors, other creditors and employees
(17,650,765)
(17,811,204)
Interest paid
(53,061)
(86,811)
Net cash outflows from operating activities
22
(658,891)
(1,602,451)
Cash flows from investing activities
Payments for property, plant and equipment
(8,274)
(5,388)
Receipt of R&D tax incentive relating to capitalised assets
703,426
913,537
Payments for intangible assets
(2,698,568)
(3,189,305)
Net cash outflows from investing activities
(2,003,416)
(2,281,156)
Cash flows from financing activities
Proceeds from issue of shares
3,678,999
1,100,000
Proceeds from borrowings
12
400,500
-
Proceeds from exercise of options
5
-
Payment for unmarketable parcel buyback
(210,145)
-
Payments of equity raising costs
(508,086)
(58,197)
Payments for leased assets (principal component)
(414,083)
(522,349)
Net cash inflows from financing activities
2,947,190
519,454
Net increase/(decrease) in cash held
284,883
(3,364,153)
Cash at the beginning of the financial year
2,874,746
5,951,807
Effects of exchange rate changes on cash
(12,387)
287,092
Cash at the end of the financial year
7
3,147,242
2,874,746
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
31
Notes to the Financial Statements
Adslot 2024 Annual Report 31
Summary of Material Accounting Policies
The financial report covers Adslot Ltd (‘the Company’) and controlled entities (‘the Group’). Adslot Ltd is a
listed public company, incorporated and domiciled in Australia. The financial report is for the financial year
ended 30 June 2024 and is presented in Australian dollars.
The principal accounting policies adopted in the preparation of these consolidated financial statements are
summarised below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
(a) New or amended Accounting Standards and Interpretations
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. Any
new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
(b) Basis of preparation
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001.
Compliance with IFRS
Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia.
Compliance with Australian Accounting Standards ensures that the financial statements and notes of Adslot
Ltd comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). Adslot Ltd is a for-profit entity for the purpose of preparing the financial statements.
Historical cost convention
The financial statements have been prepared under the historical cost convention except for where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss.
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement in the process
of applying the Group’s accounting policies. The estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these estimates. The
estimates and associated assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current and future periods.
(c) Going concern
The Group incurred a net loss of $10.7 million during the full year ended 30 June 2024 including a $5.5 million
impairment of Goodwill, other intangibles and the right of use asset. Inflows from financing activities of $2.9
million, combined with the net cash outflows from operating and investing activities of $2.7 million, resulted in
net cash inflows of $0.3 million in FY2024.
Net cash inflows included the FY2023 R&D claim of $1.0 million which was received in November 2023. Cash
flows from financing activities included funds raised through two separate capital programs, one at the start of
FY2024 and one at the end. At the start of FY2024 the Group raised $3.15 million (after costs) via an
entitlement offer. The initial $1.1 million of this capital raise was carried out via a share placement in June
2023. At the end of FY2024, the Group raised $0.53 million (before costs) through an institutional entitlement
offer with 525 million fully paid ordinary shares issued before the end of the year.
As a result of these activities, cash at 30 June 2024 was $3.1 million (FY2023: $2.9 million).
The capital raised at the end of FY2024 was part of a broader program that raised additional capital in the start
of FY2025 and is still ongoing. On top of the $0.53 million raised in June 2024, in July 2024, the Group
successfully raised an additional $0.95 million (before costs) via a partially underwritten 3 for 4 accelerated
pro-rata non-renounceable entitlement offer which sought to raise up to $2.4 million. The residual shortfall of
up to $0.9 million maybe be placed by the Group within three months after the close of the Entitlement Offer
in accordance with the ASX Listing Rules and the provisions of the Company’s Retail Entitlement Offer
Document dated 24 June 2024.
32
Notes to the Financial Statements (Continued)
1. Summary of Material Accounting Policies (Continued)
Adslot 2024 Annual Report 32
In August 2024, the Group implemented a turnaround plan to accelerate reaching cash flow breakeven but
which envisages further net cash outflows during FY2025. This plan includes completing the existing capital
raise and the FY2024 R&D claim of $0.9 million which is expected to be received in the first half of FY2025.
Cash flow breakeven is predicated on generating sufficient revenue growth. A delay in expected growth in
revenues, and/or a delay in payment of the FY2024 R&D claim, has the potential to create a cash flow risk to
the Group which could affect its ability to pay its debts as and when they fall due, and to realise its assets in
the normal course of business.
However, the directors believe the Group will be able to continue to pay its debts as and when they fall due for
the following reasons:
•
the Group’s cash position of $3.1 million at 30 June 2024;
•
planned capital raise of $1.5 million in October 2024 from the capital raise process currently being finalised
including the residual shortfall of $0.9 million of the Entitlement Offer;
•
receipt of the FY2024 R&D claim of $0.9 million which is expected to be received in the first half of FY2025;
•
receipt of Symphony licence fees which are largely recurring and predictable despite being lower than the
previous financial year;
•
receipt of Adslot licence fees which are recurring and predictable;
•
Webfirm revenues and the associated receipts which are recurring in nature and have a stable track
record;
•
reduced cash outflows from already implemented cost management initiatives announced to the market
and additional cost reductions planned to be implemented in October 2024; and
•
additional capital cash inflows given the Group has a proven track record of successfully raising capital
from existing and new investors.
Accordingly, the directors believe there exists a reasonable expectation that the Group can continue to pay its
debts as and when they fall due, and the financial report has been prepared on a going concern basis.
(d) Principles of consolidation
Subsidiaries
The consolidated financial statements comprise those of the Group, and the entities it controlled at the end of,
or during, the financial year. The Group controls a subsidiary if it is exposed, or has rights, to variable returns
from its involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary.
All intra-group transactions, balances, income and expenses between entities in the Group included in the
financial statements have been eliminated in full. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Where
an entity either began or ceased to be controlled during the year, the results are included only from the date
control commenced or up to the date control ceased. The accounting policies adopted in preparing the financial
statements have been consistently applied by entities in the Group.
Investments in subsidiaries are accounted for at cost less impairment losses in the parent entity information in
Note 24.
Foreign Currency Exchange
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at
the reporting date. Exchange differences are recognised in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income in the period in which they arise.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian
dollars at exchange rates prevailing on the reporting date. Income and expense items are translated at the
closing exchange rates for the period. Exchange differences arising, if any, are charged/credited to other
comprehensive income and recognised in the Group’s foreign currency translation reserve in equity. On
disposal of a foreign operation the cumulative translation difference recognised in equity are reclassified to
profit or loss and recognised as part of the gain or loss on disposal.
33
Adslot 2024 Annual Report 33
(e) Cash and cash equivalents
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and deposits at
call which are readily convertible to cash and are not subject to significant risk of changes in value, net of bank
overdrafts.
Cash held on behalf of Publishers represents the share of campaign fees held before releasing to Adslot
Publishers
(f) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. Leasehold improvements are depreciated
using the straight-line method over the remaining period of the underlying lease.
Depreciation is calculated on a straight-line basis for all plant and equipment. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each annual reporting period, with the
effect of any changes recognised on a prospective basis.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of asset and is recognised in profit or loss.
The following depreciation rates are used for each class of depreciable asset:
Computer Equipment
33 – 40% per annum
Plant & Equipment
20 – 33% per annum
Leasehold Improvements
20 – 100% per annum
(g) Receivables
Trade receivables are initially measured at their transaction price if they do not contain a significant financing
component. They are non-derivative financial assets with fixed or determinable amounts not quoted in an
active market. Trade accounts receivables are generally settled between 14 and 60 days and carried at
amounts recoverable.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible
are written off. The Group makes use of AASB 9 simplified approach in accounting for trade receivables and
records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical
expedient, the Group uses its historical experience, external indicators and forward-looking information to
calculate the expected credit losses. The amount of the expected credit loss is recognised in profit or loss.
Subsequent recoveries of amounts previously written off are credited against the allowance account.
(h) Trade and other creditors – financial liabilities
Trade accounts payable and other creditors represent liabilities for goods and services provided to the Group
prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid
within 45 days of recognition.
Financial liabilities are measured subsequently at amortised cost using the effective interest method.
(i) Borrowings
Borrowings are initially recognised at fair value (less transaction costs) and subsequently measured at
amortised cost. Any difference between the proceeds and the redemption amount is recognised in profit or
loss over the period of the borrowing using the effective interest method.
(j) Finance costs
Finance costs are recognised as expenses in the period in which they are incurred except where they are
incurred in the construction of a qualifying asset in which case the finance costs are capitalised as part of the
asset.
34
Notes to the Financial Statements (Continued)
1. Summary of Material Accounting Policies (Continued)
Adslot 2024 Annual Report 34
(k) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities are always provided for in full.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Tax consolidation legislation
Adslot Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation
legislation. The head entity, Adslot Ltd, and the controlled entities in the tax consolidated group account for
their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone taxpayer in its own right where the entity is subject to tax as
part of the tax-consolidated group.
To the extent that it is not probable that taxable profit will be available in the foreseeable future against which
the unused tax losses or unused tax credits can be utilised, the deferred tax assets of its own and its controlled
entities are not recognised.
(l) Employee benefits
Wages and salaries, annual leave and sick leave
Short-term employee benefits are current liabilities included in employee benefits, measured at the
undiscounted amount that the Group expects to pay as a result of the unused entitlement. Annual leave is
included in ‘provisions’. The Group does not discount the leave liability calculations as the Group expects all
annual leave for all employees to be used wholly within 12 months of the end of reporting period.
Long service leave
The liability for long service leave is recognised in the non-current provision for employee benefits and is
measured as the present value of the estimated future cash outflows to be made by the Group in respect of
services provided by employees up to reporting date.
Share-based compensation benefits
Equity-settled share-based payments with employees and others providing similar services are measured at
the fair value of the equity instrument at the grant date. The fair value at grant date is determined using an
appropriate pricing model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date, the expected price volatility of the underlying share, the expected
dividends yield and the risk-free interest rate for the term of the option.
The fair value determined at the grant date of the equity-settled share-based payments is recognised as an
expense, with a corresponding increase in equity (share-based payments reserve) on a straight-line basis over
the vesting period.
Upon the exercise of options, the balance of the share-based payments reserve relating to those options is
transferred to share capital while the proceeds received, net of any directly attributable transaction costs, are
credited to share capital.
35
Adslot 2024 Annual Report 35
(m) Intangible Assets
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired
(acquisition date). Goodwill is measured as the excess of the fair value of consideration paid over the fair value
of the identifiable net assets of the entity or operations acquired. Goodwill acquired in business combinations
is not amortised. Instead, goodwill is tested for impairment at least on an annual basis. An impairment loss for
goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.
Research and development expenditure
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an
internal project is recognised 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 the
development and the ability to measure reliably the expenditure attributable to the intangible asset during its
development. Following the initial recognition of the development expenditure, the cost model is applied
requiring the assets to be carried at cost less any accumulated amortisation and accumulated impairment
losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related
project.
The carrying value of an intangible asset arising from development costs is tested for impairment annually
when the asset is not yet available for use or more frequently when an indicator of impairment arises during
the reporting period.
Intellectual property
The intellectual property relates to the platform technology, branding and domains acquired as a result of the
acquisition of Adslot and Facilitate Digital businesses. Where the useful life is assessed as indefinite, assets
are not amortised and the carrying value is tested for impairment annually or more frequently if events or
changes in circumstances indicate impairment. It is carried at cost less impairment losses. For those assets
assessed as having a finite life, they are amortised on a straight-line basis over the estimated useful life of the
asset. The expected accounting useful life of intellectual property relating to the Adslot and Facilitate Digital
business is 4 to 5 years.
Domain name
Acquired domain names are accounted for at cost, useful life is assessed as indefinite and the assets are not
amortised. The carrying value is tested for impairment annually or more frequently if events or changes in
circumstances indicate impairment. They are carried at cost less impairment losses.
Software
Internally developed software represents internally developed software platforms capitalised according to
accounting standards. Software is assessed as having a finite life and is amortised on a straight-line basis
over the estimated useful life of the asset. The expected accounting useful life of software is 5 years.
The carrying value of the software is tested for impairment when an indicator of impairment arises during the
reporting period.
(n) Leased assets and liabilities
In line with AASB 16 ‘Leases’, the Group recognises a right-of-use asset and a corresponding lease liability at
the commencement of a lease. The right-of-use asset is recognised at an amount equal to the initial
measurement of the lease liability, adjusted for lease prepayments, lease incentives received, initial direct
costs incurred and an estimate of any future restoration, removal or dismantling costs.
The lease liability is measured at the present value of future lease payments comprising; fixed lease payments
less incentives, variable lease payments, residual guarantees payable, payment of purchase options where
exercise is reasonably certain and any anticipated termination penalties. The lease payments are discounted
at the rate implicit in the lease, or where not readily determinable, at the entity’s incremental borrowing rate.
For all new contracts, the Group considers whether a contract is, or contains a lease. A lease is defined as a
contract or a part of a contract, that conveys the right to use an asset for a period of time in exchange for
consideration. To apply this definition, the Group assesses whether the contract meets three key evaluations
as follows:
•
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
36
Notes to the Financial Statements (Continued)
1. Summary of Material Accounting Policies (Continued)
Adslot 2024 Annual Report 36
•
the Group has the right to obtain substantially all of the economic benefits from the use of the identified
asset throughout the period of use, considering its rights within the scope of the contract; and
•
the Group has the right to direct the use of the identified asset throughout the period of use. The Group
assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the
period of use.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when such indicators exist.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest.
It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed
payments. When the liability is remeasured, the corresponding amount is reflected in the right-of-use asset.
(o) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i.
Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
ii.
For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables.
(p) Revenue recognition
The Group derives revenue from trading technology and services. To determine whether to recognise revenue,
the Group follows a 5-step process:
1.
Identifying the contract with a customer
2.
Identifying the performance obligations
3.
Determining the transaction price
4.
Allocating the transaction price to the performance obligations
5.
Recognising revenue when/as performance obligation(s) are satisfied.
The Group often enters into transactions involving a range of the Group’s products and services. In all cases,
the total transaction price for a contract is allocated amongst the various performance obligations based on
their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected
on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance
obligations by transferring the promised services to its customers.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as contract liabilities in the statement of financial position. Similarly, if
the Group satisfies a performance obligation before it receives the consideration, the Group recognises either
a contract asset or a receivable in its statement of financial position, depending on whether something other
than the passage of time is required before the consideration is due.
Revenue recognised for the major business activities for each category as follows:
Revenue from Trading Technology
Revenue from Trading Technology - Licence Fees
Adslot and Symphony licence fees are derived by providing customers access to the Group’s technology
platform. The fee is based on either annual contracted amounts, the number of users, a tier system based on
historical volumes traded on the platform, and/or resources allocated. The contracts are ongoing but
cancellable with defined notice periods. The Group is expected to maintain its performance obligations
throughout the contracted period for the client to achieve the benefits of the platforms. As per AASB 15,
revenue is recognised over time; since the promise to grant a licence as a performance obligation is satisfied
over time. The client simultaneously receives and consumes the benefit from the Group’s performance of
providing access to the platforms.
37
Adslot 2024 Annual Report 37
Revenue from Trading Technology – Trading Fees
Adslot and Symphony trading fees are derived based on the transaction value transacted via Group’s
technology platforms in a given period.
Adslot trading fee revenues are recognised over time. Only the portion of the media campaign that is retained
by the Group for their services is recorded as revenue. This is typically a percentage of the total media
transacted on the Adslot platform. Where media campaigns are realised over a period a time, the portion that
extends beyond the reporting period is not taken up as revenue as the performance obligations have not been
satisfied. Where the funds for these campaigns are prepaid by advertisers those amounts are treated as
contract liabilities in the Consolidated Statement of Financial Position. As the fees are usage-based revenues
the revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Funds collected or collectable from advertisers and due to be repaid to publisher clients are disclosed in the
accounts as publisher creditors and categorised under Trade and other payables in the Consolidated
Statement of Financial Position.
Symphony trading fees are charged to publishers for the use of the Symphony platform as a workflow solution.
The fee is based on a percentage fee calculated from the total transacted value of campaigns. As per AASB
15, revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Revenue from Services
Service revenue is recognised at a point in time or over time based on when the performance obligations are
met, and the customer can realise benefit from service received without further involvement from the Group.
A one-off Symphony activation fee is charged to customers when new markets are activated, to cover work
required to deploy Symphony in a new market. The work typically involves (but not limited to):
•
In-country workshops to establish current media buying and business processes,
•
information gathering to identify country specific product requirements,
•
user training, and
•
account set-up.
Activation fees are recognised over a period of time when the Group satisfies its performance obligation by
measuring the progress towards satisfaction of that performance obligation based on output method prescribed
in AASB 15.
Revenue derived from custom development work is recognised over a period of time when the Group satisfies
its performance obligation and the customer obtains the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the work carried out. Revenue is recognised by measuring the progress towards
satisfaction of performance obligations based on the output method prescribed in AASB 15.
Website development revenue is recognised over time. All projects are assigned percentages of project
completion which can be reliably measured based on actual work in progress Revenue is recognised over time
when the performance obligations are met and when the Group receives an enforceable right to payment for
performance completed to date. Any incomplete website development project amounts invoiced are recorded
as contract liabilities.
Search Engine Optimisation and Search Engine Advertising attempts to improve search engine rankings of
the client’s website or bid on certain keywords in order for their clickable ads to appear in search results. These
are ongoing contracts and can be cancelled with 90 days’ notice. The Group needs to continuously manage
these campaigns; as such the revenue is recognised over time as the clients simultaneously receive the service
and the Group satisfies its performance obligations.
Hosting revenue is derived for hosting the client’s websites in third party cloud servers managed by the Group.
These contracts are ongoing and can be cancelled with 90 days’ notice. Clients may pay upfront annually. The
Group needs to continually satisfy the performance obligations of hosting the site and provide customer
support, as and when required. Therefore, revenue is recognised over time.
For Domain Names Registration and SSL Certification, at the time of initial activation the service has been
transferred in full to the customer; and the customer is able to realise benefits from services received without
further involvement from the Group. Furthermore, the Group separately prices and sells these products. There
is no further performance obligation for the Group. As such revenue needs to be recognised at a point in time.
Interest revenue
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the
amount can be measured reliably, taking into account the effective yield on the financial asset.
38
Notes to the Financial Statements (Continued)
1. Summary of Material Accounting Policies (Continued)
Adslot 2024 Annual Report 38
Government grants
In accordance with AASB 120, government grants are recognised at fair value where there is reasonable
assurance that the grant will be received, and all grant conditions will be met. Where appropriate grants relating
to expense items are recognised as other income, over the periods necessary to match the grant to the costs
they are compensating. Grants relating to assets are credited to deferred income and are amortised on a
straight-line basis over the expected lives of the assets.
Sale of non-current assets
The net gain from the sale of non-current asset sales is recognised as income at the date control of the asset
passes to the buyer, usually when the signed contract of sale becomes unconditional.
(q) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,
except for those carried at fair value through the profit or loss statement, and which are measured initially at
fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified as financial assets at amortised cost.
Classifications are determined by both:
•
The entity’s business model for managing the financial asset; and
•
The contractual cash flow characteristics of the financial assets.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as financial assets at fair value through profit and loss):
•
they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
•
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments as well as government bonds.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this
practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses.
Trade and other receivables and contract assets are subject to review at least at each reporting date to identify
expected credit losses.
At reporting date and throughout the reporting period the Group did not have any other financial instruments
other than trade and other receivables.
39
Adslot 2024 Annual Report 39
(r) Leasehold improvements
The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the
estimated useful life of the improvement to the Group, whichever is the shorter.
(s) Earnings per share
Basic earnings per share
Basic earnings per share for continuing operations and total operations attributable to members of the Group
are determined by dividing net profit after income tax from continuing operations and the net profit attributable
to members of the Group respectively, excluding any costs of servicing equity other than ordinary shares, by
the weighted average number of ordinary shares outstanding during the financial period. The number of
shares used in the calculation at any time during the period is based on the physical number of shares issued.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
(t) Dividends
Provision is made for the amount of any dividend determined or recommended by the directors on or before
the end of the financial year but not distributed at reporting date.
(u) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. Where the assets do not generate cash inflows
that are not largely independent of the cash inflows of other assets, the recoverable amount is the higher of
an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.
(v) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker has been identified as the Chief Executive
Officer.
The Company’s global platforms and services form one operating segment.
(w) Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the
Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow
of economic resources will be required from the Group and amounts can be estimated reliably. The timing or
amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and
management has either communicated the plan’s main features to those affected or started implementation.
Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with
the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
Any reimbursement that the Group is virtually certain to collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable.
Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
40
Notes to the Financial Statements (Continued)
1. Summary of Material Accounting Policies (Continued)
Adslot 2024 Annual Report 40
(x) Critical accounting judgements and key sources of estimation uncertainty
Critical judgements in applying the entity’s accounting policies
The following are the critical judgements (apart from those involving estimations, which are dealt with below),
that management has made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements.
Unrecognised deferred tax assets
As disclosed in Note 5, the Group recognises deferred tax assets relating to temporary differences, capital
losses or operating losses when it is probable that they will be able to be utilised in future reporting periods.
Due to the continuing operating losses, the Directors have determined it is not appropriate to recognise
deferred tax assets until a point in time where it is probable that future taxable income is going to be available
to utilise the assets. The tax benefit of deferred tax assets not recognised is $19,424,229 (FY2023:
$18,187,746). Refer to Note 5 for further details.
Revenue recognition
In web development and web hosting business operations, management assesses stage of completion of each
project and recognises revenue in the period in which development work is undertaken. In making its
judgement, management considered the standard duration of such contracts, stage of progress in contracts
and commencement date of such contracts. Accordingly, management has deferred recognising some web
development and web hosting revenue of an estimated value of services to be rendered in the future.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future and other key estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
Impairment of goodwill and intangible assets
At 31 December 2022, for the purpose of impairment testing, goodwill had been allocated to a group of CGUs
(Adslot and Symphony CGU’s) that was expected to benefit from the Facilitate acquisition.
Since the acquisition, the Group has allocated significant resources to integrate Adslot Media and Symphony
platforms. The aim was to offer clients an integrated solution, foster adoption of value added features, increase
trading volumes and maximise the deal synergies expected at acquisition.
In FY2023, the Group successfully launched the integrated Symphony - Adslot Media solution. The impact of
this launch was the transition of Symphony publishers to the integrated Adslot Media and Symphony platform.
The Group concluded the transition process by retiring the Symphony Publisher functionality towards the end
of the FY2023.
As per AASB136 Impairment of Assets, if it is not possible to estimate the recoverable amount of the individual
asset due to the asset not generating cash flows that are largely independent of those from other assets; an
entity shall determine the recoverable amount of the CGU to which the asset belongs.
As a result of increased technical integration, interdependency of the Adslot and Symphony platforms and
increased number of customers utilising the integrated platform for what was historically the group of CGUs, it
is no longer possible to identify a single intangible asset associated with each product; instead, a single asset
is identified which both products leverage. In the absence of any product-specific assets, the Company now
identifies a single CGU encompassing both products, being the “Adslot-Symphony CGU”.
At 30 June 2024, the impairment testing of intangible assets has considered the aggregated recoverable
amount of the single CGU in assessing the value in use of all intangible assets.
41
Adslot 2024 Annual Report 41
Determining whether goodwill and intangible assets are impaired requires an estimation of the value in use of
the underlying cash-generating unit. The value in use calculations requires the entity to estimate the future
cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate
the present value. The future cash flows included in the assessments are predicated largely on growth and
integration of platforms.
In the event that these products do not generate revenues as planned an impairment of the related intangible
assets may result.
The carrying amount of intangible assets at the reporting date was $38,267 (FY2023: $5,560,974). Refer to
Note 10 for further details of goodwill and intangible assets.
Capitalisation of internally developed software
Distinguishing the research and development phases of software projects and determining whether the
recognition requirements for the capitalisation of development costs are met, requires judgement. After
capitalisation, management monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired.
The capitalisation of internally developed software amount for the year was $2,049,264 (FY2023: $2,505,316).
Refer to Note 10 for further details.
Share-based payments
The calculation of the fair value of options issued requires significant assumptions to be made in regard to
volatility, along with market and non-vesting conditions. The estimations made are subject to variability that
may alter the overall fair value determined. The share-based payment expense for the year was $92,579
(FY2023: $416,828).
Research and development tax concessions
A receivable of $882,512 (FY2023: $970,516) has been recognised in relation to a research and development
tax concession for the 2024 financial year. Refer to Note 8 for further details. The actual claim is yet to be
submitted with the Australian Tax Office and therefore there remains some uncertainty in regard to the quantum
of the concession to be received. The financial statements reflect the Directors’ estimate of the receivable after
taking into account the likelihood of each component of the claim being received.
New standards and interpretations issued but not effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and
amendments to existing Standards, and Interpretations have been published by the AASB. None of these
Standards or amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted
in the current year have not been disclosed.
42
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 42
Segment Information
The Group examines performance both from a product and geographic perspective and has identified that the
Group operates as one operating segment which is aggregated as a single reporting segment. However, the
Group’s Total Revenue and Other Income (Note 3) and its non-current assets (other than financial instruments)
are divided into the following geographical areas:
2024
2023
$
$
Revenue
Non-Current Assets
Revenue
Non-Current Assets
Australia (Domicile)
5,249,034
229,973
5,135,537
7,208,598
EMEA
984,374
4,589
1,412,092
1,641
The Americas
17,743
875
42,979
5,617
Other countries
2,495,563
-
2,639,354
-
Total
8,746,714
235,437
9,229,962
7,215,856
Revenues from external customers in the Group’s domicile, Australia, as well as other major geographical
areas have been attributed on the basis of the customer’s geographical location. There is no individual foreign
country where 10% or more of the Group’s revenue from services rendered could be attributed to.
Major customers
For the year ended to 30 June 2024, one customer accounted for 10% or more of revenue from services
rendered (FY2023: one).
43
Adslot 2024 Annual Report 43
Revenue and Other Income
2024
2023
Revenue
$
$
Licence fees
6,036,623
6,423,549
Trading fees
876,441
1,038,899
Revenue from Trading Technology
6,913,064
7,462,448
Revenue from Services
1,527,363
1,457,274
Total revenue for services rendered
8,440,427
8,919,722
Interest revenue
68,490
14,700
Total revenue from continuing operations
8,508,917
8,934,422
Other income
Grant income
237,797
295,540
Total other income
237,797
295,540
Total revenue and other income
8,746,714
9,229,962
Revenue derived from the two product lines are described as follows:
Trading Technology
Comprises Adslot Media, a leading global media trading technology, and Symphony, market-leading
workflow automation technology, purpose built for digital media agencies.
Services
Comprising marketing services that are provided by the Group’s Webfirm division to SME clients and project-
based customisation of Trading Technology.
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
2024
Trading Technology
Services
Total
$
$
$
Services transferred over time
6,913,064
1,509,943
8,423,007
Services transferred at a point in time
-
17,420
17,420
6,913,064
1,527,363
8,440,427
2023
Trading Technology
Services
Total
$
$
$
Services transferred over time
7,462,448
1,441,626
8,904,074
Services transferred at a point in time
-
15,648
15,648
7,462,448
1,457,274
8,919,722
2024
2023
$
$
Grant income
R&D Tax Incentive – AusIndustry (i)
237,797
295,540
Total Grant income
237,797
295,540
(i)
Amounts recognised as revenue in relation to financial year 2024 R&D Tax Incentive.
44
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 44
Expenses
2024
2023
$
$
Loss before income tax includes the following specific expenses:
Other operating expenses
Recruitment fees
-
8,974
Directors' fees
283,827
262,500
Marketing costs
38,878
10,484
Short term lease - rental premises
99,196
119,524
Rent outgoings
99,642
91,477
Listing & registrar fees
69,712
69,198
Legal fees
147,436
105,369
Travel expenses
54,976
59,887
Consultancy fees
851,326
588,412
Audit and accountancy fees
343,294
277,675
Foreign exchange (gain)/loss
(70,712)
36,568
Insurance expenses
191,681
230,903
Impairment of trade receivables
(4,514)
(20,049)
Write off of trade receivables
2,213
29,832
Other expenses
407,044
549,040
Total other operating expenses
2,513,999
2,419,794
Depreciation and amortisation
Amortisation – Software development costs
2,486,220
2,826,663
Amortisation – Right of use assets
399,346
546,227
Depreciation – Computer & equipment
35,392
40,078
Depreciation – Plant & equipment
292
292
Total depreciation and amortisation
2,921,250
3,413,260
Other charges against assets
Impairment of trade receivables
(4,514)
(20,049)
Write off of trade receivables
2,213
29,832
Impairment of Goodwill (i)
-
5,161,939
Impairment of Internally Developed Software (ii)
5,085,751
1,122,800
Impairment of right of use asset (iii)
401,355
-
(i)
Goodwill balance of $5,161,939 relating to the acquisition of Facilitate has been fully impaired in FY2023 (refer to
note 10).
(ii) Intangible assets relating to internally developed software were impaired by $5,085,751 in FY2024 (refer to note
10) & by $1,122,800 in FY2023.
(iii) The right of use asset relating to the Melbourne office lease was impaired by $401,355 in FY2024 (refer to note
9)
45
Adslot 2024 Annual Report 45
2024
2023
$
$
Loss before income tax includes the following specific expenses:
Employee benefits expense
7,038,141
7,380,620
Total capitalised development wages
2,694,560
3,204,733
Employee benefits included in share-based payment expense
78,449
336,239
Total employee benefits
9,811,150
10,921,592
Defined contribution superannuation expense included in employee
benefit expense
762,515
813,432
Capitalised development wages (net of related grants)
2,049,264
2,505,316
Capitalised development wages included in the R&D grant
645,296
699,417
Total capitalised development wages
2,694,560
3,204,733
Income Tax Expense
2024
2023
$
$
a) Numerical reconciliation of income tax expense to prima facie tax benefit
Loss before income tax
(10,504,869)
(11,854,818)
Prima facie tax benefit on loss before income tax at 25% (FY2023: 25%)
(2,626,217)
(2,963,705)
Tax effect of:
Other non-allowable items
3,312
2,874
Share-based expenses during year
23,145
104,207
Research and development tax concession
507,191
557,768
Income tax benefit attributable to entity
(2,092,569)
(2,298,856)
Deferred tax income relating to utilisation of unused tax losses
-
-
Deferred tax assets relating to tax losses not recognised
1,236,483
1,919,676
Other – adjustments and net foreign exchange differences
657,074
155,638
Income tax benefit/(expense) attributable to entity
(199,012)
(223,542)
b) Movement in deferred tax balances
Balance at 30 June 2024
Balance at
1 July
2023
Recognised
in Profit &
Loss
Acquired in
Business
combination
Net
Deferred
tax assets
Deferred tax
liabilities
$
$
$
$
$
$
Trade and other receivables
(104,964)
-
-
(104,964)
-
(104,964)
Property, plant and equipment
165
-
-
165
-
165
Intangible assets
137,863
-
-
137,863
-
137,863
Unused tax losses
(33,064)
-
-
(33,064)
(33,064)
-
Net tax (assets)/liabilities
-
-
-
-
(33,064)
33,064
46
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 46
5. Income Tax Expense Continued
Balance at 30 June 2023
Balance at
1 July
2022
Recognised
in Profit &
Loss
Acquired in
Business
combination
Net
Deferred
tax assets
Deferred tax
liabilities
$
$
$
$
$
$
Trade and other receivables
(104,964)
-
-
(104,964)
-
(104,964)
Property, plant and equipment
165
-
-
165
-
165
Intangible assets
137,863
-
-
137,863
-
137,863
Unused tax losses
(33,064)
-
-
(33,064)
(33,064)
-
Net tax (assets)/liabilities
-
-
-
-
(33,064)
33,064
c) Deferred tax assets not brought to account
Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for
deductibility set out on Note 1(k) occur.
2024
2023
$
$
Temporary differences
1,871,927
(3,278,162)
Tax Losses:
Operating losses
53,968,420
54,172,574
Capital losses
21,856,570
21,856,570
77,696,917
72,750,982
Potential tax benefit (25% FY2023: 25%)
19,424,229
18,187,746
The Group and its wholly owned Australian resident entities have formed a tax-consolidated group and are
therefore taxed as a single entity. The head entity within the tax-consolidated group is Adslot Ltd. The operating
losses above includes all estimated losses available to the Group including from overseas jurisdictions.
Deferred tax assets from temporary differences of $467,982 (FY2023: liability of $819,541) have not been
recognised as they have been offset with deferred tax liabilities of the same value.
Capital losses remain unchanged in FY2024. In FY2023, capital losses increased by $1,562,091 due to
forgiving of intercompany loan by an Australian resident entity.
Dividends
The Group did not declare any dividends in the current year or prior year. There are no franking credits
available to shareholders of the Group.
Cash and Cash Equivalents
2024
2023
$
$
Cash at bank and on hand
3,147,242
2,874,746
Included in the Cash at Bank is $311,770 (FY2023: $462,400) of funds held on term deposit as guarantee for
our corporate credit card facilities and for the benefit of landlords under office lease agreements.
47
Adslot 2024 Annual Report 47
Trade and Other Receivables
2024
2023
Current:
$
$
Trade debtors
2,524,905
3,674,534
Less: Allowance for impairment
(4,590)
(9,104)
Trade debtors not impaired
2,520,315
3,665,430
Research and Development grant receivable
882,512
970,516
Other receivables
34,868
266,089
3,437,695
4,902,035
The average age of the Group’s trade debtors is 56 days (FY2023: 46 days).
(a)
Ageing of trade debtors not impaired
2024
2023
$
$
0 – 30 days
942,904
1,142,619
31 – 60 days
662,062
1,133,400
61 – 90 days
494,400
677,660
Over 91 days
420,949
711,751
2,520,315
3,665,430
(b)
Movement in the provision for impairment
2024
2023
$
$
Balance at beginning of the year
9,104
27,667
Provision Impairment recognised/(reversed) during the year
(3,898)
9,104
Amounts recovered during the year
(616)
(68)
Amounts written off as uncollectible
-
(29,086)
Net foreign exchange differences
-
1487
Balance at the end of the year
4,590
9,104
In determining the recoverability of a trade receivable, the Group considers any recent history of payments
and the status of the projects to which the debt relates. No payment terms have been renegotiated. The
concentration of credit risk is limited due to the customer base being large and unrelated.
Accordingly, the directors believe that there is no further provision required in excess of the allowance for
impairment.
Fair value of receivables
Fair value of receivables at year end is measured to be the same as receivables net of the allowance for
impairment.
48
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 48
Property, Plant and Equipment
2024
2023
$
$
Leasehold improvements – at cost
7,787
7,817
Less: Accumulated amortisation
(7,787)
(7,817)
-
-
Right of use asset – at cost
1,736,500
3,501,823
Less: Accumulated depreciation
(1,156,086)
(1,896,547)
Less: Impairment of right of use asset (i)
(401,355)
-
179,059
1,605,276
Plant and equipment – at cost
59,515
59,517
Less: Accumulated depreciation
(59,481)
(59,191)
34
326
Computer equipment – at cost
358,282
425,416
Less: Accumulated depreciation
(340,205)
(376,136)
18,077
49,280
Total carrying amount of property, plant and equipment
197,170
1,654,882
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and
end of the current financial year are set out below:
2024
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
Total
$
$
$
$
Carrying amount at 1 July 2023
1,605,276
326
49,280
1,654,882
Additions
-
-
7,068
7,068
Disposal/write -off
(625,814)
-
(2,911)
(628,725)
Lease Modifications
298
-
-
298
Depreciation/amortisation expense
(399,346)
(292)
(35,392)
(435,030)
Impairment of right of use assets
(401,355)
-
-
(401,355)
Net foreign exchange differences
-
-
32
32
Carrying amount at 30 June 2024
179,059
34
18,077
197,170
2023
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
Total
$
$
$
$
Carrying amount at 1 July 2022
2,151,908
618
85,386
2,237,912
Additions
-
-
5,147
5,147
Disposal/write -off
-
-
(1,488)
(1,488)
Lease Modifications
(405)
-
-
(405)
Depreciation/amortisation expense
(546,227)
(292)
(40,078)
(586,597)
Net foreign exchange differences
-
-
313
313
Carrying amount at 30 June 2023
1,605,276
326
49,280
1,654,882
49
Adslot 2024 Annual Report 49
Impairment of Right of Use Asset
As per AASB 136 Impairment of Assets, an asset needs to be tested for impairment when there are indicators
of impairment. An impairment test of the intangible assets of the Group was performed as there were indicators
of impairment. Adslot’s discounted cash flow performed for the value in use calculation in respect of testing
impairment of intangible assets was negative, which is an indicator of impairment of assets other than
intangible assets held at 30 June 2024. Therefore, Adslot needed to assess the recoverability of other assets,
with the Right of Uset Asset (ROU) relating to the Melbourne office lease being one of them. This ROU asset
carried a net book value of $580,414.
In measuring the recoverable amount of the ROU asset, Adslot adopted the fair value less cost of disposal
(FVLCD) method. To measure the FVLCD of the ROU asset, Adslot employed an independent valuer in FTI
Consulting (Australia) Pty Ltd (FTI).
FTI used following assumptions to arrive at FVLCD.
Assumption
Range
Incremental Borrowing Rate
8.5%
9.5%
Sublease yield
6.5%
5.5%
Sublease rate (% of original lease rate)
30.0%
40.0%
Based on the above assumptions, a FVLCD of $179,059 was arrived at by FTI which was the recoverable
amount of the Melbourne ROU asset. This recoverable amount was a deficit when compared to the ROU
asset’s NBV as at 30 June 2024.
Recoverable Amount
$179,059
Net Book Value
$580,414
Excess/(Deficit)
($401,355)
At 30 June 2024, the directors having assessed the recoverable amount of the ROU asset, determined to
impair the carrying value by $401,355.
50
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 50
Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2024
Opening net book amount
5,522,707
38,267
-
-
5,560,974
Additions
2,049,264
-
-
-
2,049,264
Amortisation
(2,486,220)
-
-
(2,486,220)
Impairment of assets
(5,085,751)
-
(5,085,751)
Carrying amount at 30 June 2024
-
38,267
-
-
38,267
At 30 June 2024
Cost
27,660,501
38,267
16,191,496
15,161,939
59,052,203
Accumulated amortisation and
impairment
(27,660,501)
-
(16,191,496)
(15,161,939)
(59,013,936)
Carrying amount at 30 June 2024
-
38,267
-
-
38,267
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2023
Opening net book amount
6,966,855
38,267
-
5,161,939
12,167,061
Additions
2,505,315
-
-
-
2,505,315
Amortisation
(2,826,663)
-
-
(2,826,663)
Impairment of assets
(1,122,800)
(5,161,939)
(6,284,739)
Carrying amount at 30 June 2023
5,522,707
38,267
-
-
5,560,974
At 30 June 2023
Cost
25,611,238
38,267
16,191,496
15,161,939
57,002,940
Accumulated amortisation and
impairment
(20,088,531)
-
(16,191,496)
(15,161,939)
(51,441,966)
Carrying amount at 30 June 2023
5,522,707
38,267
-
-
5,560,974
51
Adslot 2024 Annual Report 51
Internally Developed Software
The following table shows the portion of platform development costs that are capitalised for the current and
prior financial years:
Platform
Capitalised Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
$
$
2024
2,694,560
(645,296)
2,049,264
2023
3,204,733
(699,417)
2,505,316
The Directors have assessed the accounting useful life of these internally developed software systems, for
accounting purposes, to be five years. This assessment has given regard to the expected financial benefits of
the technology.
Domain names
Domain names opening carrying value of $38,267 (FY2023: $38,267) relates to the various domain names
held by Webfirm and Adslot. The Directors have assessed that this intellectual property has an indefinite useful
life on the basis that the Directors do not believe that there is a foreseeable limit on the period over which this
asset is expected to generate cash inflows for the entity.
Intellectual property
The Symphony technology was acquired as part of the Facilitate Digital Holdings Limited acquisition. The cost
attributable and the accumulated amortisation to the Symphony technology intellectual property was
$16,191,496. This asset was fully amortised in FY2019.
Goodwill
The Goodwill balance relating to the acquisition of Facilitate was impaired in full during FY2023.
(a) Cash Generating Units (CGU)
As a result of increased technical integration, interdependency of the Adslot and Symphony platforms and
increased number of customers utilising the integrated platform for what was historically the group of CGUs, it
is no longer possible to identify a single intangible asset associated with each product; instead, a single asset
is identified which both products leverage. In the absence of any product-specific assets, the Company now
identifies a single CGU encompassing both products, being the “Adslot-Symphony CGU”.
(b) Impairment testing and key assumptions
The Group tests whether intangible assets with definite life have suffered any impairment in accordance with
the Group’s accounting policies. The directors’ have deemed that a value in use method reliant on forecast
cash flows is appropriate to assess recoverable amounts of assets and CGU.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets.
At 30 June 2024, the directors assessed the recoverable amount of the $2.5 million intangible asset with
definite life and determined to impair the carrying value in full by $2.5 million.
52
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 52
10. Intangible Assets Continued
The most significant judgements and key assumptions pertaining to the calculation are:
Discount rate
The discount rates reflect appropriate adjustments relating to market risk (6%) and specific
risk factors (9%). The post-tax discount rate for the Combined CGU is 22.24% (31
December 2023: 16.97%).
Growth Rate
The short term (12 month) forecasted revenue by revenue stream averages a 11% decline
due to the full year impact of a reduction in revenue from amendments to Symphony
agreement with GroupM. Medium-term growth rates are linked to industry growth rates and
historical growth rates, and average 6%.
Terminal
Growth Rate
The long-term growth rate for the CGU is 2.5%.
Cash Flow
Forecasts
Cash flow calculations use cash flow projections based on the financial forecast approved
by management covering a 5-year period.
Capital
expenditure
Capital expenditure to maintain and enhance the existing technologies has been projected
for the forecast period at an average of $0.8 million per annum.
Trade and Other Payables
2024
2023
$
$
Trade creditors
477,780
261,831
Publisher creditors (i)
4,840,473
4,628,393
Accrued expenses
411,597
629,699
Other creditors
419,342
223,223
6,149,192
5,743,146
(i)
Refer to Note 1(p) for further information on publisher creditors.
Other Liabilities
2024
2023
$
$
Current: Contract liabilities (i)
277,869
326,512
Short Term Borrowings (ii)
400,500
-
678,369
326,512
(i)
Contract liabilities relates to:
•
website development and hosting invoices that are rendered based on full contract terms at the contracts’
inception, however performed over stages which straddle the reporting date,
•
licence fees billed in advance, and
•
advertising campaigns that have been purchased but whose delivery will occur after the reporting date.
During the financial year 2024, out of $326,512 of the contract liabilities at the start of the year, $212,057 was recognised
as revenue.
(ii) In March 2024, Adslot entered into a secured loan agreement with Radium Capital for a loan secured against the
company’s FY2024 R&D claim. Radium Capital is a leading R&D finance provider, offering strategic capital by early
access to R&D funds, secured against the associated tax rebate. Under this debt facility, the company obtained $0.4
million in funding, under the following terms:
•
Loan amount $400,500
•
Date of disbursement 25 March 2024
•
Maturity date 31 December 2024
•
Annual interest 16%
•
Application fee $768.90
53
Adslot 2024 Annual Report 53
Lease Liabilities
2024
2023
$
$
Current: Lease liability
207,029
590,933
Non-current: Lease liability
401,172
1,077,921
608,201
1,668,854
The lease for the office premises in Melbourne is classified as leases under AASB 16. The Melbourne lease is due to end
in July 2027.
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases of expected term of 12
months or less) or for leases of low value assets. Payments made under such leases are expensed on a
straight-line basis.
At 30 June 2024 short term and low value leases that were not recognised as a liability represented a total
commitment of $112,064 (FY2023: $80,963) for the Group, of which the short term leases are $69,733
(FY2023: $71,409) and low value leases are $42,331(FY2023: $9,554).
Provisions
2024
2023
$
$
Current: Employee benefits
441,410
531,838
Non-current: Employee benefits
696,740
650,385
Non-current: Provision for make good costs (i)
81,862
144,093
778,602
794,478
(i) Present value of estimated make good costs for lease liabilities classified as leases under AASB 16.
54
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 54
Contributed equity
2024
2023
2024
2023
Number
Number
$
$
Ordinary Shares – Fully Paid
3,749,671,795
2,479,348,381
163,285,169
160,134,280
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the numbers of shares.
At the shareholders meeting each ordinary share is entitled to one vote when a poll is called. Adslot conducts
a poll for resolutions at annual general meetings (since 2019).
Movements in Paid-Up Capital
Date
Details
Number of
shares
Issue
price
Capital
raising costs
Value
Number
$
$
$
01-Jul-22
Balance (including Treasury shares)
2,204,478,656
(3,750,666)
159,254,812
16-Nov-22
Treasury shares cancelled
(130,275)
-
-
20-Jun-23
Share Placement
275,000,000
$0.004
(90,681)
1,009,319
30-Jun-23
July 2023 Right Issue costs
-
(129,851)
(129,851)
30-Jun-23 Balance
2,479,348,381
(3,971,198)
160,134,280
01-Jul-23
Balance
2,479,348,381
(3,971,198)
160,134,280
01-Jul-23
June 2023 Share Placement
-
(17,670)
(17,670)
06-Jul-23
July 2023 Rights Issue
787,268,541
$0.004
(244,459)
2,904,615
26-Jul-23
Exercise of Option
758
$0.006
-
5
25-Sep-23
Unmarketable Parcels Share Buy Back
(42,122,133)
$0.004
(3,841)
(168,118)
18-Jun-24
June 2024 Entitlement Offer
525,176,248
$0.001
(93,119)
432,057
30-Jun-24
Balance
3,749,671,795
(4,330,287)
163,285,169
Options movements during the financial year are summarised below:
Issue Type
Expiry Date
Exercise
Price
Balance at
beginning of
the year
Issued
during
the year
Lapsed/Forfeited
during
the year
Exercised
during
the year
Balance at
end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
Ordinary options
02/09/2023
0.041
8,600,000
-
(8,600,000)
-
-
Ordinary options
12/07/2024
0.028
16,666,667
-
(2,750,000)
-
13,916,667
Ordinary options
06/08/2024
0.034
18,000,000
-
-
-
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
-
-
-
2,500,000
Ordinary options
29/07/2025
0.041
8,500,000
-
-
-
8,500,000
Ordinary options
29/07/2025
0.041
6,250,000
-
-
-
6,250,000
Ordinary options
08/08/2025
0.028
6,000,000
-
-
-
6,000,000
Ordinary options
11/10/2025
0.040
2,500,000
-
-
-
2,500,000
Ordinary options
15/06/2026
0.018
37,600,000
-
(2,400,000)
-
35,200,000
Ordinary options
15/06/2026
0.018
3,200,000
-
-
-
3,200,000
109,816,667
-
(13,750,000)
-
96,066,667
55
Adslot 2024 Annual Report 55
Reserves
Note
2024
2023
$
$
Reserves
Share–based payments reserve
940,115
984,980
Foreign currency translation reserve
336,557
386,401
1,276,672
1,371,381
Share–based payments reserve
Opening balance
984,980
909,047
Lapsed/forfeited options during the year - Employees
(137,444)
(276,962)
Lapsed/forfeited options during the year - 3rd Party
-
(51,466)
Treasury Shares cancelled
-
(12,467)
Share-based payment expense - employees
21
78,449
336,239
Share-based payment expense – third party
21
-
-
Share-based payment expenses - directors
21
14,130
80,589
Closing balance
940,115
984,980
Foreign currency translation reserve
Opening balance
386,401
294,800
Movement on currency translation
(49,844)
91,601
Closing balance
336,557
386,401
The Share-based payments reserve is used to record the value of options accounted for in accordance with
AASB 2: Share-Based Payments.
The foreign currency translation reserve is used to record the value of aggregate movements in the translation
of foreign currency in accordance with AASB 121: The Effects of Changes in Foreign Exchange Rates.
56
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 56
Earnings Per Share
2024
2023
Cents
Cents
(a)
Basic earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.55)
(b)
Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.55)
2024
2023
$
$
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
calculating basic and diluted earnings per share
(10,703,881)
(12,078,360)
2024
2023
Number
Number
(d)
Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
3,242,291,812
2,212,636,052
(e)
Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
EPS
3,242,291,812
2,212,636,052
(i) During FY2024 and FY2023 there were no discontinued operations or values attributable to minority interests.
2024
2023
Number
Number
Weighted average number of rights and options that could potentially dilute basic
earnings per share in the future, but are not included in the calculation of diluted
EPS because they are anti-dilutive for the period presented.
101,636,612
103,026,334
Contingencies
No contingent assets and liabilities are noted.
Remuneration of auditors
2024
2023
$
$
During the year the following fees were paid/payable to the auditor of the Group:
Audit services
Audit and review of financial reports
173,361
144,000
During the year the following fees were paid/payable to a related entity of the auditor
of the Group:
Other services
Taxation compliance, GroupM compliance audit, review of R&D expenditure and
other taxation advice
31,213
136,696
204,574
280,696
57
Adslot 2024 Annual Report 57
Key Management Personnel Disclosures
Directors
The following persons were directors of the Group during the financial year:
Mr Andrew Dyer (Non-Executive Chairman)
Mr Andrew Barlow (Non-Executive Director) (i)
Mr Adrian Giles (Non-Executive Director)
Ms Sarah Morgan (Non-Executive Director)
Mr Ben Dixon (Executive Director & CEO)
Mr Tom Triscari (Non-Executive Director) (ii)
(i)
Mr Barlow resigned from Board of Adslot’s Directors on 16 February 2024.
(ii) Mr Triscari stepped down from his role of Executive Director on 30 April 2024.
Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the activities
of the Group, directly or indirectly, during the financial year:
Name
Position
Mr Tom Peacock
Chief Commercial Officer
Mr Nirupamal Jayakody (i)
Chief Financial Officer
(i)
Mr Jayakody was appointed as Chief Financial Officer on 1 May 2024.
Key management personnel compensation
2024
2023
$
$
Short-term employee benefits
969,898
1,171,245
Post-employment benefits
78,480
69,571
Other long-term employee benefits
12,427
12,362
Share-based payments
27,419
108,523
Total compensation
1,088,224
1,361,701
There were 8 key management personnel throughout FY2024, some of whom have a part year of service
(FY2023: 8).
Business Acquisitions:
There were no related party business acquisition transactions during the year ended 30 June 2024.
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $1,383 (FY2023: $10,215) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
In addition, as part of the Entitlement Offer finalised on 6 July 2023 the Company incurred below sub-
underwriting fees paid to Directors of Adslot Ltd including their personally related parties:
-
Mr Andrew Dyer $1,111.52; and
-
Mr Benjamin Dixon $335.58.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2024 and 30 June 2023.
On 17 June 2024, Adslot announced a capital raise in the form of a partially underwritten 3:4 accelerated pro
rata non-renounceable entitlement offer. The entitlement offer comprised of an institutional component
(Institutional Entitlement Offer) and an offer to eligible shareholders to participate on similar terms under a
retail component (Retail entitlement offer). On 15 July 2024, the shortfall after the Retail Entitlement Offer was
197,022,090 shares (approx. $0.02m) which were issued to the underwriters Directors Adrian Giles, Sarah
Morgan and Andrew Dyer (through their related shareholding entities).
58
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 58
Share-Based Payments
Employee Option Plan
Shareholders re-approved the Incentive Option Plan at the November 2023 Annual General Meeting. The
Incentive Option Plan which enables the Board to offer eligible employees and directors the right to options
which can be exercised to shares subject to the certain vesting criteria as long as they remain an eligible
participant. For current options in issue the only vesting criteria are service conditions.
The objective of the Option Plan is to attract, motivate and retain key employees and it is considered by the
Group that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide
selected employees and directors with the opportunity to participate in the future growth of the Group.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
of the Group or at directors’ discretion.
The following table shows grants and movements of share-based compensation to employees under the
Employee Option Plan during the current financial year:
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
03/09/19
02/09/23
0.041
8,600,000
-
-
(8,600,000)
-
-
-
13/07/20
12/07/24
0.028 16,666,667
-
(2,750,000)
-
-
13,916,667
13,916,667
07/08/20
06/08/24
0.034 18,000,000
-
-
-
-
18,000,000
18,000,000
30/07/21
29/07/25
0.041
8,500,000
-
-
-
-
8,500,000
5,666,669
16/06/22
15/05/26
0.018
37,600,000
-
(2,400,000)
-
-
35,200,000
23,466,670
Total
89,366,667
-
(5,150,000) (8,600,000)
-
75,616,667
61,050,006
Weighted average exercise
price
$0.027
-
$0.023
$0.041
-
$0.026
$0.027
There were no new options granted to employees under the Incentive Option Plan during the year ended 30
June 2024.
2023
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
30/01/19
30/01/23
0.060
5,050,000
-
-
(5,050,000)
-
-
-
03/09/19
02/09/23
0.041 9,100,000
-
(500,000)
-
-
8,600,000
8,600,000
30/01/20
29/01/24
0.032 8,000,000
-
(8,000,000)
-
-
-
-
13/07/20
12/07/24
0.028 19,000,000
-
(2,333,333)
-
-
16,666,667
11,166,667
07/08/20
06/08/24
0.034 18,000,000
-
-
-
-
18,000,000
16,000,000
30/07/21
29/07/25
0.041
9,500,000
-
(1,000,000)
-
-
8,500,000
2,833,333
16/06/22
15/05/26
0.018
38,800,000
-
(1,200,000)
-
-
37,600,000
12,533,333
Total
107,450,000
- (13,033,333) (5,050,000)
-
89,366,667
51,133,333
Weighted average exercise
price
$0.029
-
$0.031
$0.060
-
$0.027
$0.030
There were no new options granted to employees under the Incentive Option Plan during the year ended 30
June 2023
59
Adslot 2024 Annual Report 59
Equity Based Payments
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
30/07/21
29/07/25
0.041
6,250,000
-
-
-
-
6,250,000
6,250,000
Total
6,250,000
-
-
-
-
6,250,000
6,250,000
Weighted average exercise
price
$0.041
-
-
-
-
$0.041
$0.041
There were no new options granted during the year ended 30 June 2024.
2023
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
30/01/20
15/12/22
0.044
8,000,000
-
-
(8,000,000)
-
-
-
30/07/21
29/07/25
0.041
6,250,000
-
-
-
-
6,250,000
6,250,000
Total
14,250,000
-
-
(8,000,000)
-
6,250,000
6,250,000
Weighted average exercise
price
$0.043
-
-
$0.044
-
$0.041
$0.041
On 30 January 2020 the Group granted 8,000,000 new Options under mandate to Peloton Capital Pty Ltd as
consideration for corporate advisory services received. The Options have expired on 15 December 2022.
There were no new options granted during the year ended 30 June 2023.
60
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 60
21 Share-Based Payments Continued
Non-Executive Director Options
The Group grants options to non-executive directors under LR 10.11 subject to approval at the AGM.
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
17/12/20
16/12/24
0.043
2,500,000
-
-
-
-
2,500,000
2,500,000
09/08/21
08/08/25
0.028 6,000,000
-
-
-
-
6,000,000
5,500,000
23/11/21
11/10/25
0.040
2,500,000
-
-
-
-
2,500,000
2,500,000
16/11/22
15/06/26
0.018
3,200,000
-
-
-
-
3,200,000
3,200,000
Total
14,200,000
-
-
-
-
14,200,000
13,700,000
Weighted average exercise
price
$0.030
-
-
-
-
$0.030
$0.031
2023
In lieu of cash remuneration for services as a director, 3,200,000 Options was granted to a director which were
approved at the AGM held on 16 November 2022. Options are to acquire fully paid ordinary shares, at an
exercise price of $0.018 with an expiry date of 15 June 2026. The options vest in two equal tranches on the
six-month anniversary of the grant date.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted were:
Model Input
DOP # 23-1
Grant Date
16/11/22
Expiry Date
15/06/26
Exercise Price $
0.018
Grant date share value $
0.021
Expected Volatility
80.76%
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during
the year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
17/12/20
16/12/24
0.043
2,500,000
-
-
-
-
2,500,000
2,500,000
09/08/21
08/08/25
0.028
6,000,000
-
-
-
-
6,000,000
3,500,000
23/11/21
11/10/25
0.040
2,500.000
-
-
-
-
2,500,000
2,500,000
16/11/22
15/06/26
0.018
-
3,200,000
-
-
-
3,200,000
3,200,000
Total
11,000,000
3,200,000
-
-
-
14,200,000 11,700,000
Weighted average exercise
price
$0.034
$0.018
-
-
-
$0.030
$0.031
61
Adslot 2024 Annual Report 61
Cash Flow reconciliation
2024
2023
Reconciliation of Net Cash Flows from Operating Activities to Loss for the
year
$
$
Loss for the year after income tax
(10,302,527)
(12,078,360)
Add/(less) non-cash and other items
Depreciation and amortisation
2,921,250
3,413,260
Non-operating interest payments
17,226
-
Impairment losses (intangible assets)
5,085,751
6,284,739
Share-based payment
92,579
416,828
Impairment of receivables
(4,514)
(20,049)
(Profit)/Loss on asset write off
(1,013)
(313)
Unrealised foreign currency loss/(gain)
86,990
(96,901)
Movements in receivables relating to investing activities
(54,121)
(229,547)
Changes in assets and liabilities (net of effects of acquisition and disposal of
entities)
(Increase)/Decrease in receivables
1,215,902
(54,122)
(Decrease)/Increase in payables and other provisions
283,586
762,014
Net cash outflow from operating activities
(658,891)
(1,602,451)
During the financial year, a lease modification resulting in the recognition of additional lease assets and
corresponding lease liabilities of $298 (FY2023: $405) was carried out. Additionally, the Sydney lease was
cancelled in January 2024. Refer notes 9 and 13 for further details.
Financial Risk Management
The Group’s operations expose it to various financial risks including market, credit, liquidity and cash flow risks.
Risk management programmes and policies are employed to mitigate the potential adverse effects of these
exposures on the results of the Group.
Financial risk management is carried out by the Chief Financial Officer with oversight provided by the Audit &
Risk Committee and Board.
(a) Market risks
Market risks include foreign exchange risk, interest rate risk and other price risk. The Group’s activities expose
it to the financial risks of changes in foreign currency, interest rate risk relating to interest earned on cash and
cash equivalents.
Disclosures relating to foreign currency risks are covered in Note 23(d) and interest rate risk is covered in Note
23(e). The Group does not have formal policies that address the risks associated with changes in interest rates
or changes in fair values of financial assets.
(b) Credit risk
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, other than investments, of the Group which have been recognised in the
Consolidated Statement of Financial Position is the carrying amount net of any provision for doubtful debts.
The Group has no significant concentrations of credit risk. As disclosed in Note 8(b), ‘Impairment of
receivables’, the Group has policies in place to ensure that sales of services are made to customers with
appropriate credit history. Before accepting any new customers, the Group internally reviews the potential
customer’s credit quality. A substantial deposit on contract in website development and hosting segment of
the Group mitigates initial credit risk.
62
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 62
23.
Financial Risk Management (Continued)
The Group held the following financial assets with potential credit risk exposure:
Financial assets
2024
2023
$
$
Cash and cash equivalents
3,147,242
2,874,746
Trade debtors and other receivables (Note 8)
3,437,695
4,902,035
6,584,937
7,776,781
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close-out market
positions. Due to the dynamic nature of the underlying business, the Board aims at maintaining flexibility in
funding by keeping sufficient cash available to settle financial liabilities as per the contractual terms of the
obligations.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources and trade receivables. The Group’s existing cash resources (see Note 7) and
trade receivables (see Note 8) exceed the current cash outflow requirements.
As at 30 June 2024, the Group’s non-derivative financial liabilities have contractual maturities (including
interest payments where applicable) as summarised below:
Contractual maturities of financial liabilities
2024
2023
Due within 12 months
$
$
Trade and other payables
6,149,192
5,743,146
Current: Lease liability
207,029
590,933
Short Term Borrowings (Radium Capital Loan)
417,726
-
6,773,947
6,334,079
Due after 12 months
Non-current: Lease liability
401,172
1,077,921
Total
7,175,119
7,412,000
(d) Foreign currency risk
Most of the Group’s financial assets and liabilities are in Australian Dollars (AUD) and US dollars (USD).
Exposures to currency exchange rates arise from the Group’s overseas operations which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euros (EUR), New Zealand dollars (NZD), Chinese
Yuan (CNY) and Malaysian Ringgit (MYR).
Foreign currency exposure is monitored by the Board on a periodic basis.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the
closing rate:
63
Adslot 2024 Annual Report 63
USD
A$
GBP
A$
EUR
A$
NZD
A$
CNY
A$
MYR
A$
30 June 2024
Financial Assets
5,723,047
645,735
361,846
1,760
99,524
1,429
Financial Liabilities
(6,217,199)
(920,106)
(400,429)
(493)
(36,265)
-
Total Exposure
(494,152)
(274,371)
(38,583)
1,267
63,259
1,429
30 June 2023
Financial Assets
5,405,247
497,542
575,171
1,680
43,847
1,228
Financial Liabilities
(5,771,301)
(512,883)
(258,769)
(1,502)
(37,695)
-
Total Exposure
(366,054)
(15,341)
316,402
178
6,152
1,228
The following table illustrates the sensitivity on profit and equity in relation to the Group’s financial assets and
liabilities and the USD/AUD exchange rate, GBP/AUD exchange rate, EUR/AUD exchange rate, NZD/AUD
exchange rate, CNY/AUD exchange rate & MYR/AUD exchange rate ‘all other things being equal’. It assumes
a +/- 10% change of the following exchange rates for the year ended 30 June 2024 (30 June 2023: 10%).
These percentages have been determined based on the average market volatility in exchange rates in the
previous 12 months. There is no Equity exposure to foreign currency risk.
+10%
USD
GBP
EUR
NZD
CNY
MYR
Total
30 June 2024
A$
A$
A$
A$
A$
A$
A$
Impact on Profit
330,091
66,813
9,323
-
-
(130)
406,097
Impact on Reserves
(285,168)
(41,870)
(5,815)
(115)
(5,751)
-
(338,719)
Impact on Equity
44,923
24,943
3,508
(115)
(5,751)
(130)
67,378
30 June 2023
Impact on Profit
241,779
28,973
(24,467)
-
-
(112)
(246,173)
Impact on Reserves
(208,501)
(27,578)
(4,297)
(16)
(559)
-
(240,951)
Impact on Equity
33,278
1,395
(28,764)
(16)
(559)
(112)
5,222
-10%
USD
GBP
EUR
NZD
CNY
MYR
Total
30 June 2024
A$
A$
A$
A$
A$
A$
A$
Impact on Profit
(403,445)
(81,660)
(11,395)
-
-
159
(496,341)
Impact on Reserves
348,539
51,174
7,108
141
7,029
-
413,991
Impact on Equity
(54,906)
(30,486)
4,287
141
7,029
159
(82,350)
30 June 2023
Impact on Profit
(295,508)
(35,411)
29,904
-
-
136
(300,879)
Impact on Reserves
254,835
33,706
5,252
20
683
-
294,496
Impact on Equity
(40,673)
(1,705)
35,156
20
683
136
(6,383)
64
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 64
23.
Financial Risk Management (Continued)
(e) Cash flow and interest rate risk
As the Group has no significant interest-bearing assets or liabilities (except cash), the Group’s income and
operating cash flows are not materially exposed to changes in market interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on exposure to interest rates on interest bearing
bank balances throughout the reporting period. A 100-basis point increase or decrease is used when reporting
interest rate risk internally to key management personnel and represents management’s assessment of the
possible change in interest rates (also comparable to movement in interest rates during the reporting year).
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Group’s net profit would:
+1%
-1%
$
$
30 June 2024
17,622
(10,615)
30 June 2023
23,645
(7,415)
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
(f) Fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and other short-term financial assets and financial liabilities of
the Group approximates their carrying value.
The net fair value of other financial assets and financial liabilities is based upon market prices where a market
exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities
with similar risk profiles.
65
Adslot 2024 Annual Report 65
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2024. This information
has been prepared using consistent accounting policies as presented in Note 1.
2024
2023
$
$
Current assets
894,635
1,376,605
Non-current assets
242,927
6,906,857
Total assets
1,137,562
8,283,462
Current liabilities
790,188
478,792
Non-current liabilities
690,063
1,812,947
Total liabilities
1,480,251
2,291,739
Contributed equity
163,285,169
160,134,280
Share-based payments reserve
940,113
984,978
Retained losses
(164,567,971)
(155,127,534)
Total equity
(342,689)
5,991,724
Loss for the year
(9,577,881)
(20,613,240)
Total comprehensive loss for the year
(9,577,881)
(20,613,240)
The recoverable amount of non-current assets, which consists primarily of investments in subsidiaries and
receivables from subsidiaries, was subjected to impairment testing. Impairment charges – comprising
impairment of investments in subsidiaries – totalling $5,235,595 (FY2023: $17,409,073) were recorded in the
current year. These transactions were eliminated upon consolidation and do not impact the Group results.
Retained losses as at 30 June 2024 increased by $9,440,437 due to; $9,577,881 total comprehensive loss for
the year for the parent entity and the $137,444 relating to lapsed options which were reversed through retained
losses.
Related Party Transactions
Other than the transactions disclosed in Note 20 relating to key management personnel, there have been no
related party transactions that have occurred during the current or prior financial year.
66
Notes to the Financial Statements (Continued)
Adslot 2024 Annual Report 66
Events Subsequent to Reporting Date
On 17 June 2024, the Company announced a capital raise in the form of a partially underwritten 3:4 accelerated
pro rata non-renounceable entitlement offer to raise $2.4 million. The entitlement offer comprised of an
institutional component (Institutional Entitlement Offer) and an offer to eligible shareholders to participate on
similar terms under a retail component (Retail entitlement offer). The Institutional Entitlement Offer was
concluded in FY2024 and on 15 July 2024, the Company successfully concluded the Retail Entitlement Offer.
The latter raised $0.95 million before costs for the issue of 953 million ordinary shares.
The residual shortfall of up to approximately 940 million shares (representing an amount of approximately
$0.94 million) maybe be placed by the company within three months after the close of the Entitlement Offer in
accordance with the ASX Listing rules and the provisions of the Company’s Retail Entitlement Offer Document
dated 24 June 2024.
On 13 August 2024 the Company announced that Mr Andrew Dyer, the Company’s Chairman will assume the
role of Executive Chairman with immediate effect and that the Company has commenced a strategic and
operational review, with the objective of accelerating its pathway to breakeven.
On 6 September 2024 the Company announced the resignation of Mr Ben Dixon as Chief Executive Officer
and that he has also resigned as a director of Adslot and certain subsidiaries. To assist with various projects,
and to ensure an orderly transition, Mr Dixon will provide advisory services until 31 December 2024. Mr Ben
Loiterton, who was advising the company on its strategic review and associated restructure, was appointed
Interim Chief Executive Officer.
The 6 September 2024 announcement also confirmed that Mr Dyer’s term as Executive Chair was extended
to 30 June 2025 and that the Company has entered into agreements with its Board of Directors to take their
compensation in equity instead of cash to assist the pathway to breakeven, subject to ASX and shareholder
approval.
Consolidated Entities
Name
Country of
Incorporation
Ordinary Share Consolidated
Equity Interest
2024
2023
Parent entity
%
%
Adslot Ltd
Australia
Controlled entities
Adslot Technologies Pty Ltd
Australia
100
100
Ansearch.com.au Pty Ltd
Australia
100
100
Ansearch Group Services Pty Ltd
Australia
100
100
Webfirm Pty Ltd
Australia
100
100
QDC IP Technologies Pty Ltd
Australia
100
100
Adslot UK Limited
United Kingdom
100
100
Adslot Inc.
United States
100
100
Symphony International Solutions Pty Limited
Australia
100
100
Symphony Workflow Pty Ltd
Australia
100
100
Symphony Media Pty Ltd
Australia
100
100
Facilitate Digital (Shanghai) Software Service Co., Ltd
China
100
100
Facilitate Digital Limited
New Zealand
100
100
Facilitate Digital Trust
New Zealand
100
100
Br1dge, Inc (i)
United States
100
100
Facilitate Digital UK Limited
United Kingdom
100
100
Facilitate Digital Deutschland GmbH
Germany
100
100
Equity interests in all controlled entities are by way of ordinary shares.
(i)
In January 2024 Facilitate Digital LLC, a Georgia (US) limited liability company converted to Br1dge, Inc, a Delaware
corporation.
67
Consolidated Entity Disclosure Statement as at 30 June 2024
Adslot 2024 Annual Report 67
Name of Entity
Type of Entity
Trustee, partner
or participant in
JV
Country of
Incorporation
% of Share
Capital
Australian or
Foreign
Resident for
tax purpose
Foreign Tax
Jurisdiction of
Foreign
Residents
Parent entity
Adslot Ltd (i)
Body Corporate
-
Australia
Australian
N/A
Controlled entities
Adslot Technologies Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
Ansearch.com.au Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
Ansearch Group Services Pty Ltd Body Corporate
-
Australia
100
Australian
N/A
Webfirm Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
QDC IP Technologies Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
Adslot UK Limited
Body Corporate
-
United Kingdom
100
Foreign
United Kingdom
Adslot Inc.
Body Corporate
-
United States
100
Foreign
United States
Symphony International Solutions
Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
Symphony Workflow Pty Ltd (ii)
Body Corporate
-
Australia
100
Australian
N/A
Symphony Media Pty Ltd
Body Corporate
-
Australia
100
Australian
N/A
Facilitate Digital Limited (iii)
Trustee
Trustee
New Zealand
100
Foreign
New Zealand
Facilitate Digital Trust
Trust
-
New Zealand
100
Foreign
New Zealand
Br1dge, Inc (iv)
Body Corporate
-
United States
100
Foreign
United States
Facilitate Digital UK Limited
Body Corporate
-
United Kingdom
100
Foreign
United Kingdom
Facilitate Digital Deutschland Gmb Body Corporate
-
Germany
100
Foreign
Germany
Facilitate Digital (Shanghai)
Software Service Co., Ltd (v)
Body Corporate
-
China
100
Foreign
China
(i)
Adslot Ltd is the parent entity.
(ii) Symphony Workflow Pty Ltd is the settlor of Facilitate Digital Limited.
(iii) Facilitate Digital Limited is the trustee of Symphony Workflow Pty Ltd.
(iv) In January 2024 Facilitate Digital LLC, a Georgia (US) limited liability company converted to Br1dge, Inc, a Delaware
corporation.
(v) Facilitate Digital (Shanghai) Software Service Co., Ltd is a tax resident of China. It is Adslot Limited's only unlisted
controlled foreign company, and its attributable income is included under Adslot Limited's consolidated income tax
return.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations
Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the
financial year in accordance with AASB 10 Consolidated Financial Statements
68
Directors’ Declaration
Adslot 2024 Annual Report 68
The Directors declare that the financial statements, comprising the statement of profit or loss and other
comprehensive income, statement of financial position, statement of changes in equity, statement of cash
flows and accompanying notes, as set out on pages 31 to 66 are in accordance with the Corporations Act 2001
and:
(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements in Australia;
(b) give a true and fair view of the Company’s financial position as at 30 June 2024 and of its performance,
as represented by the results of its operations and its cash flows, for the financial year ended on that
date; and
(c) the Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
(d) the consolidated entity disclosure statement on page 67 is true and correct at the end of the financial
year.
In the directors’ opinion:
(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(b) the audited remuneration disclosures set out on pages 17 to 25 of the Directors’ Report comply with
section 300A of the Corporations Act 2001.
The directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Andrew Dyer
Executive Chairman
Adslot Ltd
30 September 2024
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Independent Auditor’s Report
To the Members of Adslot Limited
Report on the audit of the financial report
Material uncertainty related to going concern
We draw attention to Note 1 (c) in the financial statements, which indicates that the Group incurred a net loss of
$10.7 million during the year ended 30 June 2024. As stated in Note 1 (c), these events or conditions, along with
other matters as set forth in Note 1 (c), indicate that a material uncertainty exists that may cast doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Opinion
We have audited the financial report of Adslot Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of
profit or loss and other comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the year ended on that date; and
b
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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Grant Thornton Audit Pty Ltd
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Impairment of intangible assets (note 10)
At 30 June 2024, the carrying value of intangible
assets was $38,000, following an impairment of
$5.09 million.
An entity is required in accordance with AASB 136
Impairment of Assets, to assess at the end of each
reporting period whether there is any indication that
an asset may be impaired. Should any indication of
impairment exist, the entity shall estimate the asset’s
recoverable amount. Where the carrying amount
exceeds the recoverable amount, an impairment
charge should be recognised. Impairment testing was
undertaken due to the presence of indicators of
impairment during the financial year.
This area is a key audit matter as impairment testing
of intangible and other assets requires a high degree
of estimation and judgement by management. In
addition, there is subjectivity involved relating to
assumptions and key inputs.
Our procedures included, amongst others:
•
Reviewing management’s indicators of impairment
assessment;
•
Assessing management's determination of the
Group's cash-generating units (CGUs) based on our
understanding of the nature of the Group's business,
how management monitors the entity’s operations
and reports to those charged with governance;
•
Obtaining management’s impairment model and
testing the mathematical accuracy and
appropriateness of the methodology of the
underlying model calculations;
•
Reviewing the impairment model for compliance
with AASB 136;
•
Assessing the reasonableness of key inputs and
assumptions prepared by management; and
•
Reviewing relevant disclosures in the financial
statements.
Revenue Recognition (note 3)
We have determined revenue to be a key audit
matter, due to the level of management’s judgement
and estimation involved in recognising revenue from
the Group’s revenue streams:
•
Trading Technology
o
License Fees
o
Trading Fees
•
Services
o
Webfirm
Our procedures included, amongst others:
•
Reviewing revenue recognition policies for
consistency and compliance with AASB 15
Revenues from Contracts with Customers;
•
Selecting a sample of revenue transactions and
vouching to supporting documentation, including
invoices and contracts, to verify whether the
revenue recognised is accurate and in the correct
period;
•
Reviewing contract liabilities and publisher liability
accounts to determine whether they are
appropriately treated; and
•
Reviewing relevant disclosures in the financial
statements.
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Grant Thornton Audit Pty Ltd
Research and development grants and capitalised
wages (note 8 and note 10)
During the year ended 30 June 2024, the Group
recognised $2.05 million relating to capitalised
development costs as intangible assets prior to
impairment. These capitalised costs were impaired to
nil at period end within the $5.09m impairment loss
posted for the period. In addition, the Group has
recognised a receivable for associated research and
development (R&D) grants to the value of $883k
under the R&D Tax Incentive Scheme from
AusIndustry, for estimated and submitted R&D claims
at year-end.
A high level of judgement is required in determining
whether the criteria for capitalising R&D costs are
met. As such, there is a risk that the criteria for
capitalisation in accordance with AASB 138
Intangible Assets costs are not achieved.
Under AASB 120 Accounting for Government Grants
and Disclosure of Government Assistance, grants
received relating to capitalised costs must be offset
against the capitalised amount, while grants relating
to costs not capitalised are to be recognised as
income. Estimated R&D grant claims pertaining to
costs incurred during the prior financial year and R&D
grant claims submitted but not yet received relating to
costs incurred in the previous financial year are to be
recognised as a receivable.
This area is a key audit matter given the subjectivity
and management judgement applied in assessing
whether costs meet the recognition criteria of AASB
138 and meet the recognition requirements of the
R&D Tax Incentive Scheme.
Our procedures included, amongst others:
•
Obtaining an understanding of the capitalisation
process and whether any changes have occurred
since the most recent year end audit;
•
Reviewing compliance with criteria for capitalisation
of costs under AASB 138;
•
Assessing the reasonableness of total development
costs against expectations, considering prior year
costs and current year budgeted costs;
•
Obtaining an understanding of the current status of
claims and whether there is any cause for
uncertainty in receiving the claimed amounts;
•
Testing on a sample basis, capitalised development
costs incurred to underlying supporting
documentation;
•
Ensuring the above sample meets the recognition
requirements of accounting standard AASB 138;
•
Testing the mathematical accuracy of R&D grant
claims accrued for;
•
Utilising Grant Thornton’s internal R&D expert to
review R&D receivable for reasonableness; and
•
Assessing the appropriateness of the disclosures in
the financial statements.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report 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 report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report 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.
Responsibilities of the Directors for the financial report
The directors of the Company are responsible for the preparation of:
a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and
the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
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Grant Thornton Audit Pty Ltd
for such internal control as the directors determine is necessary to enable the preparation of:
i
the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the Directors are 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 the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
E W Passaris
Partner – Audit & Assurance
Melbourne, 30 September 2024
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 17 to 25 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of Adslot Limited, for the year ended 30 June 2024 complies with
section 300A of the Corporations Act 2001.
72
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Adslot 2024 Annual Report 74
Corporate Governance Statement
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
http://www.adslot.com/investor-relations/governance/
The 2024 Corporate Governance Statement will be lodged with ASX along with the Annual Report.
Shareholder Information
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in
this report is as follows. The information is current as at 27 September 2024.
Distribution of equity securities
Ordinary Shares
Number of Holders
Number of Shares
The number of shareholders by size of shareholding are:
1 – 1,000
26
799
1,001 – 5,000
13
52,502
5,001 – 10,000
17
138,262
10,001 – 100,000
95
3,910,906
100,001 +
729
4,698,519,222
TOTAL
880
4,702,621,691
The number of shareholders holding less than a marketable parcel of $500
(500,000 shares):
524
96,115,554
Twenty largest shareholders
Listed Ordinary Shares
Number of
Shares
% of
Shares
The names of the twenty largest holders of quoted shares are:
1
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
1,161,317,276
24.70
2
GIDGELL PTY LTD
693,782,998
14.75
3
CITICORP NOMINEES PTY LIMITED
593,183,066
12.61
4
MR ANDREW BARLOW
232,617,342
4.95
5
DAWNIE DIXON PTY LTD
216,381,701
4.60
6
CAPITAL ACCRETION PTY LTD
118,079,227
2.51
7
STOCK RANGE PTY LTD
83,991,831
1.79
8
AMBLESIDE VENTURES PTY LTD
83,215,925
1.77
9
ASHMOG INVESTMENTS PTY LTD
72,956,406
1.55
10
INVIA CUSTODIAN PTY LIMITED
63,797,136
1.36
11
YARRA VENTURES PTY LTD
59,879,004
1.27
12
MR PETER STANKOVIC
46,751,159
0.99
13
ZERO NOMINEES PTY LTD
38,600,000
0.82
14
SAPEAME PTY LTD
32,941,379
0.70
15
G & D DIXON INVESTMENTS PTY LTD
30,936,378
0.66
16
SISUG PTY LTD
30,000,001
0.64
17
SCINTILLA STRATEGIC INVESTMENTS LIMITED
30,000,000
0.64
18
MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
27,000,000
0.57
19
CHARMED5 PTY LTD
21,399,999
0.46
20
BEN DIXON
19,973,750
0.42
Total Top 20 holders of Ordinary Shares
3,656,804,578
77.76
Remaining holders balance
1,045,817,113
22.24
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Shares
% Shares
PPM Domestic assets private portfolio managers Pty Limited
749,354,941
15.93
John Barlow
693,782,998
14.75
Jencay Capital Pty Ltd
411,962,334
8.76
Geoff Dixon
270,581,540
5.75
Andrew Dyer
252,362,651
5.37
Voting Rights - All ordinary shares carry one vote per share without restrictions.
Unquoted Share Options – Adslot Ltd has on issue 1,126,417,783 unquoted share options to purchase
ordinary shares of Adslot Ltd, consisting of 171 holders. This includes 64,150,000 options held by current
employees under the employee incentive scheme.
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Corporate Directory
Adslot 2024 Annual Report 75
Directors
Mr Andrew Dyer – Executive Chairman
Mr Adrian Giles – Non-Executive Director
Ms Sarah Morgan – Non-Executive Director
Mr Tom Triscari – Non-Executive Director
Interim Chief Executive Officer
Mr Ben Loiterton
Company Secretary
Mr Mark Licciardo
Acclime Corporate Services Aust Pty Ltd
Level 7, 330 Collins Street
Melbourne, VIC 3000
Australia
Auditors
Grant Thornton Australia Pty Ltd
Collins Square, Tower 5
727 Collins Street
Melbourne, VIC 3008
Australia
Bankers
National Australia Bank Limited
330 Collins Street
Melbourne, VIC 3000
Australia
Share Register
Computershare Registry Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3001
Australia
Home Stock Exchange
Australian Securities Exchange Limited
Level 45, South Tower
Rialto, 525 Collins Street
Melbourne, VIC 3000
Australia
ASX Code: ADS
Website
www.adslot.com
Registered Office
Adslot Ltd
Level 2, 419 Collins Street
Melbourne, VIC 3000
Australia
Phone: + 613 8695 9100
Head Office
Adslot Ltd
Level 2, 419 Collins Street
Melbourne, VIC 3000
Australia
Phone: + 613 8695 9100
Asia Pacific Office
1-231, Shanghai 1933
No 10 Shajing Road
Shanghai 200080
China
North America Office
228 Park Ave S
PMB 23637
New York, New York 10003
United States of America
European Offices
10 John Street
London, WCIN 2EB
United Kingdom
Poststraße 33
20354 Hamburg
Germany
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adslot.com