ACN 096 870 978
ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2022
TABLE OF CONTENT
DIRECTORS’ REPORT .................................................................................................................... 2
REMUNERATION REPORT (AUDITED) ........................................................................................... 4
AUDITOR’S INDEPENDENCE DECLARATION ............................................................................. 17
DIRECTORS’ DECLARATION ...................................................................................................... 18
INDEPENDENT AUDITOR’S REPORT ............................................................................................ 19
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME . 22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ........................................................... 23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................ 24
CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................ 25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ........................................................ 26
ADDITIONAL SHAREHOLDERS’ INFORMATION ......................................................................... 48
CORPORATE DIRECTORY
Non-Executive Chairman
Managing Director and Chief Executive Officer
Non-Executive Director
BOARD OF DIRECTORS
Mr Jonathon Wild
Mr Sean Smith
Mr Mathew Walker
COMPANY SECRETARY
Mr Steve Samuel
REGISTERED OFFICE
Suite 9, 330 Churchill Avenue
Subiaco WA 6008
AUSTRALIA
PRINCIPAL PLACE OF BUSINESS
Suite 9, 330 Churchill Avenue
Subiaco WA 6008
AUSTRALIA
POSTAL ADDRESS
PO Box 866
Subiaco WA 6904
AUSTRALIA
CONTACT INFORMATION
+61 8 6489 1600 (Telephone)
+61 8 6489 1601 (Facsimile)
info@fruglgroup.com
www.fruglgroup.com
EXCHANGE
Australian Securities Exchange (ASX)
Level 40, Central Park
152-158 St George's Terrace
Perth WA 6000
ASX Codes: FGL (Shares), FGLOA (Options)
AUDITORS
HLB Mann Judd (WA Partnership)
Level 4
130 Stirling Street
Perth WA 6000
LAWYERS
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000
AUSTRALIA
SHARE REGISTRY
Automic Group
Level 2, 267 St Georges Terrace,
Perth WA 6000
AUSTRALIA
1300 288 664 (Telephone)
hello@automic.com.au
www.automic.com.au
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 1
DIRECTORS’ REPORT
The directors of Frugl Group Limited (ASX: FGL) (Company or Frugl) submit herewith the annual
financial report of the Company and its controlled entities (Group) for the financial year ended 30
June 2022.
DIRECTORS
The names and particulars of the directors of the Company in office during the year and until the
date of this report are as follows. Directors were in office for the entire year unless otherwise stated.
MR JONATHON WILD
NON-EXECUTIVE CHAIRMAN
Jon Wild has been a marketing leader for the past twenty years across a diverse range of categories
and companies including Unilever, British Telecom (where he launched the O2 brand in Europe),
Telstra, Orbitz Worldwide and more recently at Groupon (NASDAQ:GRPN) in roles including CMO
(APAC) and VP of Marketing (North America). Jon has extensive mobile, digital and commercial
experience having led marketing strategy from start-ups to large multinational corporate
organisations. His passion for disruptive narratives combined with a strong understanding of how
technology is constantly changing the interaction between people, brands and business have built
Jon’s international reputation for marketing strategy leadership.
Jon has not been a director of any other listed entity in the last three years.
MR SEAN SMITH
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
Sean Smith has almost two decades of experience growing and leading teams for a range of
different sized businesses including ASX listed Australian companies, NYSE-listed global businesses
and one of Australia’s privately funded start-up success stories. Most recently as Head of Customer
Experience for Woolworth’s Endeavour Drinks Group across its portfolio of liquor brands including
Dan Murphy's, Cellarmasters, Langtons, WineMarket and BWS, Sean built customer experience and
analytics teams focused on increasing customer retention, value and sustained profitability in a fast
paced and crowded market environment.
Sean’s extensive experience in the Australian marketplace includes Head of Marketing for online
restaurant booking app, Dimmi, where he successfully launched the consumer proposition focusing
on customer acquisition, retention and value growth. He led brand, communications and data
strategy for HotelClub, an online hotel booking site owned by multinational travel business Orbitz
Worldwide, where his focus included customer lifecycle strategy, customer experience and owned
media commercialisation. Sean’s experience and expertise includes general management, P&L
responsibility, omni-channel retail, customer experience, data strategy, marketing technology and
marketing strategy.
Sean has not been a director of any other listed entity in the last three years.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 2
DIRECTORS’ REPORT (CONTINUED)
MR MATHEW WALKER
NON-EXECUTIVE DIRECTOR
Mathew Walker is a businessman and entrepreneur with extensive experience in the management
of public and private companies, corporate governance and in the provision of corporate advice.
In a management career spanning three decades, Mathew has served as executive Chairman or
Managing Director for public companies with operations in North America, South America, Africa,
Eastern Europe, Australia and Asia.
Mathew is the co-founder and Chairman of the Cicero Advisory Services Pty Ltd (Cicero Advisory).
He is also a director of eMetals Limited (ASX: EMT) and Blaze Minerals Limited (ASX: BLZ), and co-
founder and director of the Stone Axe Pastoral Company.
Mathew has been a director of the following listed entities in the last three years:
eMetals Limited (appointed 29 July 2012)
Blaze Minerals Limited (appointed 22 July 2020)
MR STEVE SAMUEL
COMPANY SECRETARY (Appointed 4 November 2021)
Steve Samuel is a Chartered Accountant who commenced his career at a large international
accounting firm and has since been involved with a number of technology start-up companies,
based in Australia.
DIRECTORS’ SHAREHOLDINGS
The following table sets out the current directors’ relevant interests in shares and options of Frugl
Group Limited at the date of this report and the relevant changes since 30 June 2021:
Directors
Mr Jonathon Wild
Mr Sean Smith
Mr Mathew Walker
Ordinary Shares
At Date of
Report
Net increase/
(decrease)
Options over Ordinary Shares
Net increase/
At Date of
(decrease)
Report
7,500,000
165,000
40,000,000
2,500,000
-
15,000,000
3,000,000
6,000,000
-
(2,520,000)
(4,035,000)
(4,000,000)
REMUNERATION OF KEY MANAGEMENT PERSONNEL
Information about the remuneration of key management personnel is set out in the remuneration
report on pages 4 - 9. The term ‘key management personnel’ refers to those persons having
authority and responsibility for planning, directing, and controlling the activities of the Group,
directly or indirectly, including any director (whether executive or otherwise) of the Company.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 3
REMUNERATION REPORT (AUDITED)
The remuneration report is set out under the following main headings:
A. Principles used to determine the nature and amount of remuneration
B. Details of remuneration
C. Share-based compensation
D. Directors’ equity holdings
E. Relationship between the remuneration policy and company performance
The information provided in this remuneration report has been audited as required by section
308(3C) of the Corporations Act 2001.
A. PRINCIPLES USED TO DETERMINE NATURE & AMOUNT OF REMUNERATION
The whole Board form the Remuneration Committee. The remuneration policy has been designed
to align director and executive objectives with shareholder and business objectives by providing a
fixed remuneration component with the flexibility to offer specific long-term incentives based on
key performance areas affecting the Group’s financial results. The Board believes the remuneration
policy to be appropriate and effective in its ability to attract and retain the best directors and
executives to manage the Group.
The Board’s policy for determining the nature and amount of remuneration for Board members and
senior executives is as follows:
•
•
•
•
The remuneration policy, setting the terms and conditions for the executive directors and
other senior executives, was developed by the Board. All executives receive a base salary
(which is based on factors such as length of service and experience) and superannuation.
The Board reviews executive packages annually and determines policy recommendations by
reference to executive performance and comparable information from industry sectors and
other listed companies in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses and options.
The policy is designed to attract and retain the highest calibre of executives and reward them
for performance that results in long term growth in shareholder wealth.
The directors and executives who receive the superannuation guarantee contribution, as
required by the government, received 10% of base salary for the year ended 30 June 2022
and do not receive any other retirement benefits.
The Board policy is to remunerate non-executive directors at market rates for comparable
companies for time, commitment and responsibilities. The Board determines payments to the
non-executive directors and reviews the remuneration annually, based on market practice,
duties and accountability. Independent external advice is sought when required, which
during the year none was required. The maximum aggregate amount of fees that can be
paid to non-executive directors is subject to approval by shareholders at the Annual General
Meeting and is presently limited to $250,000. Fees for non-executive directors are not linked to
the performance of the Group.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 4
REMUNERATION REPORT (AUDITED)
•
•
In determining the level and make-up of executive remuneration, the Board negotiates a
remuneration to reflect the market salary for a position and individual of comparable
responsibility and experience. Due to the limited size of the Group and of its operations and
financial affairs, the use of a separate remuneration committee is not considered appropriate.
Remuneration is regularly compared with the external market by participation in industry
salary surveys and during recruitment activities generally. If required, the Board may engage
an external consultant to provide independent advice in the form of a written report detailing
market levels of remuneration for comparable executive roles. No external remuneration
consultant was used during the year.
All remuneration paid to Directors and Executives is valued at the cost to the Group and
expensed. Options are valued using the Black-Scholes methodology.
The remuneration policy has been tailored to increase the direct positive relationship between
shareholders’ investment objectives and directors and executive performance. Currently, this is
facilitated through the issue of options to the directors and executives to encourage the alignment
of personal and shareholder interests. The Group believes this policy will be effective in increasing
shareholder wealth. The Group currently has no performance-based remuneration component built
into director and executive remuneration packages.
NON-EXECUTIVE DIRECTORS
The remuneration of Non-Executive directors consists of directors’ fees, payable in advance.
Remuneration of Non-Executive directors is based on fees approved by the Board of directors and
is set at levels to reflect market conditions and encourage the continued services of the directors.
Non-Executive directors do not receive retirement benefits but are able to participate in share-
based incentive programmes in accordance with Company policy.
The Group’s Non-Executive directors are eligible to receive fees for their services in addition to their
role and the reimbursement of reasonable expenses.
OTHER BENEFITS
No other benefits were paid to Non-Executive directors during the year.
SERVICE CONTRACTS
The Group has entered into services agreements with its executive Director and key management
personnel (KMP). The Group has also entered into Non-Executive Director appointment letters
outlining the policies and terms of the appointment including compensation to the office of
Director. The principal terms of the executive service agreements existing at reporting date are set
out below:
MR JONATHON WILD
NON-EXECUTIVE CHAIRMAN
The Group entered into a consultancy agreement with Mr Jon Wild in respect of his appointment
as a Non-Executive Chairman of the Group. Mr Wild is paid a fee of $96,000 per annum for his
services as Non-Executive Chairman and is reimbursed for all reasonable expenses incurred in
performing his duties. Payments for Mr Wild’s services are made to Wild Consulting, a related entity.
The agreement may be terminated:
(a) by providing the Group with written notice allowing reasonable time for the Group to plan for
the departure; or
in accordance with the law or the Company’s constitution.
(b)
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 5
REMUNERATION REPORT (AUDITED)
MR SEAN SMITH
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
The Group entered into an employment agreement with Mr Sean Smith in respect of his role as
Managing Director and Chief Executive Officer of the Group. Mr Smith is paid a salary of $286,000
per annum (excluding superannuation) for his services as Managing Director and Chief Executive
Officer.
The agreement may be terminated:
(a) by either party without cause with 3 months’ written notice or if the Group elects to with
payment in lieu of notice;
(b) by the Group, at any time with written notice and without payment (other than entitlements
accrued to the date of termination) as a result of any occurrence which gives the Group a
right of summary dismissal at common law; or
(c) by Mr Smith immediately, by giving notice, if the Group is in breach of a material term of this
agreement.
MATHEW WALKER
NON-EXECUTIVE DIRECTOR
The Group entered into a consultancy agreement with Mr Mathew Walker in respect of his
appointment as a Non-Executive Director of the Group. Mr Walker is paid a fee of $120,000 per
annum for his services as Non-Executive Director and is reimbursed for all reasonable expenses
incurred in performing his duties. Payments for Mr Walker’s services are made to Great Southern
Flour Mills Pty Ltd, a related entity.
The agreement may be terminated:
(a) by providing the Group with written notice allowing reasonable time for the Group to plan for
the departure; or
in accordance with the law or the Group’s constitution.
(b)
B. DETAILS OF REMUNERATION
Details of remuneration of key management personnel of Frugl Group Limited are set out below.
The key management personnel of Frugl Group Limited are the directors as listed above.
The Group does not have any other employees who are required to have their remuneration
disclosed in accordance with the Corporations Act 2001.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 6
REMUNERATION REPORT (AUDITED)
The table below shows the 2022 figures for remuneration received by the Group’s key management
personnel:
Directors
2022
Jonathon Wild(i)
Sean Smith
Mathew Walker(ii)
Salary &
Fees
$
96,000
279,500
120,000
495,500
Short-term
Employee Benefits
Superannuation
$
Other
Benefits
$
Share-
based
Payments
$
Post-
employment
Prescribed
Benefits
$
Total
$
Performance
Related
%
-
27,950
-
27,950
-
-
-
-
12,000
24,000
-
36,000
-
-
-
-
108,000
331,450
120,000
559,450
11%
7%
0%
The table below shows the 2021 figures for remuneration received by the Group’s key management
personnel:
Directors
2021
Jonathon Wild(i)
Sean Smith
Mathew Walker(ii)
Salary &
Fees
$
96,000
260,000
120,000
476,000
Short-term
Employee Benefits
Superannuation
$
Other
Benefits
$
Share-
based
Payments
$
Post-
employment
Prescribed
Benefits
%
Total
$
Performance
Related
%
-
24,700
-
24,700
-
-
-
-
-
13,810
18,414
32,224
-
-
-
-
96,000
298,510
138,414
532,924
-
5%
13%
Director fees for Jonathon Wild were paid to Wild Consulting Pty Ltd, a related entity of Mr Wild.
(i)
(ii) Director fees for Mathew Walker were paid to Great Southern Flour Mills Pty Ltd, a related entity of Mr Walker.
RELATED PARTY TRANSACTIONS
The Group entered into a mandate with Cicero Group Pty Ltd (CGC), a company related to Mr
Walker for corporate administration services including financial reporting, company secretarial
services, rent and administrative operations. CGC provided services to the amount of $120,000 (2021:
$120,000). As at 30 June 2022 and 30 June 2021 no amounts were outstanding.
Other than the above, no KMP has entered into a transaction with the Company.
C. SHARE-BASED COMPENSATION
Options can be issued to directors and executives as part of their remuneration. The options are
based on performance criteria.
During the 2022 financial year, 6,000,000 and 3,000,000 options exercisable at $0.10 on or before 20
July 2024 were issued to Mr Sean Smith and Mr Jonathon Wild, respectively.
All options issued fully vested as no conditions were attached. No further options have been granted
to directors since.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 7
REMUNERATION REPORT (AUDITED)
Number of
Options Issued
9,000,000
Grant Date
Expiry Date
Exercise Price
Total Value(i)
Recipient
19 Nov 2021
20 July 2024
$0.10
36,000
Directors
(i)
The fair value of the options at grant date was determined using the closing market price, on that date.
D. DIRECTORS’ EQUITY HOLDINGS
(i)
Fully paid ordinary shares of Frugl Group Limited:
The following fully paid ordinary shares were held directly, indirectly or beneficially by key
management personnel and their related parties during the years ended 30 June 2022 and 30 June
2021:
Directors
2022
Jonathon Wild
Sean Smith
Mathew Walker
2021
Jonathon Wild
Sean Smith
Mathew Walker
Balance at
1 July
No.
Granted as
remuneration
No.
5,000,000
165,000
25,000,000
2,000,000
165,000
9,000,000
-
-
-
-
-
-
Acquired
No.
2,500,000
-
15,000,000
3,000,000
-
16,000,000
Net other
change*
No.
Balance at
30 June
No.
-
-
-
-
-
-
7,500,000
165,000
40,000,000
5,000,000
165,000
25,000,000
(ii)
Share options of Frugl Group Limited:
The following options were held directly, indirectly or beneficially by key management personnel
and their related parties during the years ended 30 June 2022 and 30 June 2021:
Directors
Balance at
1 July
No.
Granted as
remuneration
No.
Options
Exercised
No.
Options
Lapsed(ii)
No.
Balance at
30 June
No.(i)
5,520,000
10,035,000
4,000,000
2022
Jonathon Wild
Sean Smith
Mathew Walker
2021
Jonathon Wild
Sean Smith
Mathew Walker
(i) Options are fully vested and exercisable.
(ii)
5,520,000
7,035,000
-
The options were valued at NIL when they lapsed.
3,000,000
6,000,000
-
-
3,000,000
4,000,000
-
-
-
-
-
-
(5,520,000)
(10,035,000)
(4,000,000)
-
-
-
3,000,000
6,000,000
-
5,520,000
10,035,000
4,000,000
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 8
REMUNERATION REPORT (AUDITED)
E. RELATIONSHIP BETWEEN THE REMUNERATION AND COMPANY
PERFORMANCE
Per the Group’s remuneration policy, directors’ remuneration can be linked to either short term or
long-term performance conditions. The Board feels that other than the short-term incentives for the
Group’s Managing Director and Chief Executive Officer, Mr Sean Smith, currently the terms and
conditions of options and shares currently on issue to the directors are a sufficient incentive to align
the goals of the directors with those of the shareholders to maximise shareholder wealth, and as
such, has not set any performance conditions for the directors of the Group. The Board will continue
to monitor this policy to ensure that it is appropriate for the Group in future years.
The table below sets out summary information about the Group’s earnings and movement in
shareholder wealth for the five years to 30 June 2022:
Revenues from contracts with
customers
Loss from ordinary activities after
tax attributable to members
Net loss for the period attributable
to members
Share price at start of year ($)
Share price at end of year ($)
Basic & diluted profit/(loss) per
share
(i) Pre-consolidation basis
(ii) Post-consolidation basis
30 June
2022
30 June
2021
30 June
2020 (ii)
30 June
2019(ii)
30 June
2018 (i)
142,827
27,286
5,772
10,887
12,220
(2,242,698) (1,230,250) (1,365,594) (3,182,653) (6,004,172)
(2,242,698) (1,230,250) (1,365,594) (3,182,653) (6,004,172)
0.044
0.011
0.026
0.044
0.05
0.026
0.15
0.05
0.008
0.003
(0.012)
(0.011)
(0.02)
(0.08)
(0.006)
ADOPTION OF REMUNERATION REPORT BY SHAREHOLDERS
The adoption of the remuneration report for the financial year ended 30 June 2021 was put to the
shareholders of the Group at the Annual General Meeting (AGM) held on 19 November 2021.
99.17% of votes were in favour of the resolution and the resolution was passed without amendment
via a poll conducted at the meeting. The Group did not receive any specific feedback at the AGM
or throughout the year on its remuneration practices.
- - END OF REMUNERATION REPORT - -
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 9
DIRECTORS’ REPORT (CONTINUED)
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration as required under section 307C of the Corporations Act
2001 is included on page 17.
DIRECTORS’ MEETINGS
The following table sets out the number of Directors’ meetings held during the financial year ended
30 June 2022 and the number of meetings attended by each Director. During the period, 5 Board
meetings were held. There is no separate nomination, remuneration or audit committee.
Board Member
Jonathon Wild
Sean Smith
Mathew Walker
OPTIONS
Board of Directors
Eligible to Attend
3
3
3
Attended
3
3
3
Circular Resolutions Passed
1
1
1
At the date of this report 29,500,000 options over ordinary shares in the Group were on issue.
As at 30 June 2022, options on issue are as detailed below.
Type
Expiry Date
Exercise Price
Number on issue
Listed options (FGLOA)
20 July 2024
$0.10
29,500,000
PRINCIPAL ACTIVITIES
The principal activities of the Group are the development, marketing and customer support of its
grocery comparison and data analytics products and services.
REVIEW OF OPERATIONS
COMPANY OVERVIEW
Frugl gathers product and pricing data from a range of retailers before further organising and
enriching it via automated processing and advanced machine learning techniques. The data is
then made available to shoppers via the Frugl Grocery mobile comparison and wellness app. Data
collected from users via their usage of the app, which the Company harvests to develop retail
intelligence in the form of behavioural and shopper segment data, forms the basis of its data
analytics platform.
The combined product, pricing and shopper data is then collated for use by the Company’s InFocus
Analytics retail intelligence platform for commercial use by retailers, suppliers and other associated
businesses. The below graphic outlines the Company’s avenues for commercialisation, providing an
overview of the markets that the Company is working within.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 10
DIRECTORS’ REPORT (CONTINUED)
Release of Version 3.0 of the Frugl Grocery App
In January 2022, the Company completed the release of Version 3.0 of its Frugl Grocery comparison
app. A refreshed user interface and mobile app utilising leading edge technologies including Flutter
and Augmented Reality libraries has delivered substantial performance improvements and better
user experience.
Frugl Grocery added the capability to add unlimited retailers to the platform to enhance shopping
options for users. Retailers may be within the grocery category, or any complementary categories
the Company decides will add value to its users.
Version 3.0 of the Frugl Grocery app has experienced record user growth following its release in
January 2022. The refreshed user interface, addition of more retailers and substantial performance
improvements have underpinned stronger user take up and retention of the Company’s leading
grocery comparison app.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 11
DIRECTORS’ REPORT (CONTINUED)
The unprecedented growth in Frugl Grocery app users has been supported by increasing press
activity and the acknowledgement of Frugl’s role as an independent source of grocery insight and
research. The substantial media activity across television, radio and online is helping to further
establish the Frugl brand amongst shoppers, retail businesses, research organisations and journalists
and plays an important role in the company’s future growth.
Launch of the Frugl Grocery Price Index (Frugl GPI)
Pricing and household basket analysis was undertaken on over two years of grocery data in
readiness for the launch of the first quarterly Frugl GPI report subsequent to the year end, offering
the public and grocery industry independent insights into grocery inflation at a total grocery,
grocery category and demographic household level.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 12
DIRECTORS’ REPORT (CONTINUED)
The initial launch on 20 July 2022, in conjunction with major media partnerships, was timed to come
out a week prior to the official CPI announcement and has in its first week since launch generated
unprecedented media attention, summarised as follows:
FRUGL GPI PUBLISHED MEDIA
Television & Radio
Channel 9 Morning News (television, syndicated to 33 channels Australia-wide), SBS World News
(television), TODAY Show (television), ABC Radio Sydney, Triple M Gold radio (plus 4 syndicated
stations), KIIS FM Radio (plus 1 syndicated station), 2CC Canberra Radio, 5AA Radio, 4BC 1116 FM
Radio (plus 4 syndicated stations), 4CA 846 AM radio,
Newspapers
The Australian (online), Daily Telegraph (print & online), The Herald Sun (print & online), The West
Australian (online), Perth Now (online), Albany Advertiser (online), Courier Mail (online), Sound
Telegraph (online), Broome Advertiser (online), Gold Coast Bulletin (print & online), Cairns Post (print
& online), Townsville Bulletin (print & online), The Mercury (print), The Chronicle (online), The
Advertiser (online), Geelong Advertiser (print & online), NTNews.com.au (online), Channel 9 Online
(online), Australian Chinese Daily (online Chinese language), Melbourne Today (online Chinese
language), Sydney Today (2 stories, online Chinese language), Australia Impressions (online Chinese
language)
Lifestyle
Better Homes & Gardens (online & Pinterest), New Idea (online), That’s Life (print magazine),
9Honey|Kitchen (online), Convenience World Magazine (online), 1688.com.au (online Chinese
language), WeSydney (online Chinese language)
Finance & Trade
Yahoo Finance Australia (online), Retail World Magazine (online), Savings.com.au (online), Beef
Central (online)
As was demonstrated during the period, media continues to be the key driver of user number
growth on the Frugl Grocery app, with growing users key to the Company’s pathway to expanded
commercialisation activities. It is anticipated the Frugl GPI will continue to drive media attention in
the period ahead to support further user growth.
Commercialisation
On 16 August 2021, the Company announced that it had entered into an agreement with Millell Pty
Ltd (Pet Circle) to supply ongoing data analytics on a range of markets relevant to its pet supplies
business. The Services provided by Frugl will be powered by the Company’s InFocus Analytics
platform that will empower the Pet Circle management to focus on their pricing strategies and
tactics. Pet Circle is a rapidly expanding force in the pet supplies industry having launched ten years
ago offering the first fully online store offering for customers in the pet supplies marketplace. The
Business now has a base of 500,000 regular customers across Australia.
The Company continues business development discussions with major retailers, consultants,
suppliers and government agencies and is confident that it will deliver future quarterly revenue
growth. In addition, the Company is in discussions with potential transactional partners for the Frugl
Grocery app which will introduce new revenue streams for the Company heading into the next
financial year.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 13
DIRECTORS’ REPORT (CONTINUED)
CHANGES TO SECURITIES
On 19 July 2021, the Company completed the allotment of 16,500,000 fully paid ordinary shares to
professional and sophisticated investors at $0.05 per share, with 1-for-1 free attaching options
exercisable at $0.10 within 3 years from the date of issue, to raise $825,000 (before costs).
On 22 February 2022, the Company completed a Share Purchase Plan (“SPP”) and issued 21,550,000
fully paid ordinary shares to eligible shareholders at a price of $0.02 per share to raise $431,000.
FINANCIAL REVIEW
For the year ended 30 June 2022 the Group incurred a net loss of $2,242,698 (2021: $1,230,250), a
net operating cash outflow of $1,916,969 (2021: $1,497,451), has net current liabilities of $830,825
(2021: net current assets $159,819) and net liabilities of $824,379 (2021: net assets $159,819).
RISK MANAGEMENT
The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis
and that activities are aligned with the risks and opportunities identified by the Board.
The key risks that the Board has currently identified are:
Technology Risk
Intellectual Property Rights
•
•
• Competition Risk
• Reliance on Key Personnel Risk
The Group believes that it is crucial for all Board members to be part of the process of managing
risks through governance and oversight, and as such the Board has not established a separate risk
management committee.
Furthermore, the Board has a number of mechanisms in place to ensure management’s objectives
and activities are aligned to the Board. These include the following:
• Board approval of a strategic plan, which encompasses strategy statements designed to
•
meet stakeholders needs and manage business risk.
Implementation of Board approved operating plans and Board monitoring of the progress
against budgets.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group plans to release a fully operating version of the Frugl data comparison software for
browser and phone-based users. This technology is expected to produce vast amounts of high-
quality data that is valuable to large grocery retailers.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group’s activities to date have not been subject to any particular and significant environmental
regulation under Laws of either the Commonwealth of Australia or a State or Territory of Australia.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 14
DIRECTORS’ REPORT (CONTINUED)
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 18 July 2022, the Group entered into a binding loan facility agreement (“Facility”) with Mathew
Walker, a Company director, available on call. The facility has a principal amount of $1,000,000, bears
an interest rate of 1% per month payable monthly in arrears, secured against the Company’s 2022
Financial Year Research and Development Offset Rebate and repayable on the earlier of the
Company completing a capital raising of no less than $1,000,000 and 30 June 2023.
On 30 August 2022, the terms of the Facility were amended, with the maturity of the Facility now on
the earlier of the Company successfully completing a capital raising of no less than $2,000,000 and 30
June 2023. As at 30 June 2022, the Company has drawn down $700,000 from this facility.
On 20 July 2022, the Group announced that it has released its inaugural Frugl Grocery Price Index
(“Frugl GPI”), nationally in partnership with News Ltd. The Frugl GPI is a quarterly report that provides a
series of statistics that measure price changes over time on a selection of everyday grocery items.
Released quarterly, the Frugl GPI reports on grocery inflationary changes at a topline level, whilst also
revealing inflationary trends for a range of grocery categories and different shopper household types.
On 28 September 2022, the Group announced that it has completed a non-renounceable
entitlement offer (“Entitlement Offer”) to eligible shareholders on a 1 for 2 basis at $0.01 per Share
raising $621,974 (before costs).
INDEMNITIES AND INSURANCE OF DIRECTORS AND OFFICERS
During the reporting period and up to the date of this report, the Group has paid premiums insuring
all the directors of Frugl Group Limited against costs incurred in defending conduct involving a
breach of duty and/or a contravention of sections 182 or 183 of the Corporations Act 2001, as
permitted by section 199B of the Corporations Act 2001.
The Group has agreed to indemnify all directors and executive officers of the Group against
liabilities to another person (other than the Group or a related body corporate) that may arise from
their position as directors of the Group, except where the liability has arisen as a result of a wilful
breach of duty in relation to the Group. The agreement stipulates that the Group will meet the full
amount of any such liabilities, including costs and expenses. The Group has paid a total of $41,741
in insurance premiums, relating to Director and Officer insurance, during the financial year (2021:
$25,673).
INDEMNITIES OF AUDITORS
No indemnities have been given or insurance premiums paid, during or since the end of the year,
for any person who is or has been an auditor of the Group.
DIVIDENDS
No dividends were paid or declared during the financial year and no recommendation for payment
of dividends has been made.
NON-AUDIT SERVICES
The Group may decide to employ the auditor on assignments additional to their statutory duties
where the auditor’s expertise and experience with the Group and/or Group are important. No non-
audit services were provided by the Group’s current auditors, HLB Mann Judd during the year.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 15
DIRECTORS’ REPORT (CONTINUED)
COMPLIANCE
CORPORATE GOVERNANCE STATEMENT
The Board of Directors is responsible for the corporate governance of the Group. The Board guides
and monitors the business affairs of the Group on behalf of the shareholders by whom they are
elected and to whom they are accountable. The Corporate Governance policies and practices of
the Group are reviewed annually in accordance with the standards required of the Group by the
Directors, the ASX, ASIC and other relevant stakeholders, to ensure that the highest appropriate
governance standards are maintained, commensurate with the size and operations of the Group.
The ASX Corporate Governance Council released the fourth edition of its Corporate Governance
Principles and Recommendations on 27 February 2019 to take effect for the first full financial year
commencing on or after 1 July 2020. The Group’s Corporate Governance Statement, and
associated policy documents complies as far as possible with the spirit and intentions of the ASX
Corporate Governance Council’s Corporate Governance Principles and Recommendations as
appropriate, having regard to the size of the Group and the nature of its enterprise. The Corporate
Governance Statement can be found on the Group’s web site:
www.fruglgroup.com.au
INDEPENDENT PROFESSIONAL ADVICE
Directors of the Group are expected to exercise considered and independent judgement on
matters before them and may need to seek independent professional advice. A director with prior
written approval from the Chairman may, at the Group’s expense obtain independent professional
advice to properly discharge his responsibilities.
BOARD COMPOSITION
The Board consists of one Executive and two Non-Executive Directors. Details of their skills,
experience and expertise and the year of office held by each director have been included in the
Directors’ Report. The number of Board meetings and the attendance of the directors are set out
in the Directors’ Report.
The Board will decide on the choice of any new director upon the creation of any new Board
position and if any casual vacancy arises. Decisions to appoint new directors will be minuted. The
Board considers that due to the size and complexity of the Group’s affairs it does not merit the
establishment of a separate nomination committee. Until the situation changes the Board of the
Group will carry out any necessary nomination committee functions.
SHARE TRADING POLICY
Directors, officers and employees are prohibited from dealing in the Group shares when they
possess inside information. The Board is to be notified promptly of any trading of shares in the Group
by any director or officer of the Group.
This Directors’ report is signed in accordance with a resolution of directors made pursuant to s.298(2)
of the Corporations Act 2001.
For, and on behalf of, the Board of the Company,
Jonathon Wild
Chairman
Perth, Western Australia this 29th day of September 2022.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 16
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Frugl Group Limited for the year
ended 30 June 2022, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements as set out in the Corporations Act 2001 in relation to
the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 September 2022
N G Neill
Partner
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 17
DIRECTORS’ DECLARATION
The Directors declare that:
(a)
(b)
in the Directors’ opinion, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they become due and payable;
in the Directors’ opinion, the attached consolidated financial statements and notes
thereto are in accordance with the Corporations Act 2001, including compliance with
Australian Accounting Standards and International Financial Reporting Standards as
disclosed in Note 2 and giving a true and fair view of the financial position of the Group
as at 30 June 2022 and its performance for the year ended on that date;
(c)
the audited remuneration disclosures set out in the Directors’ Report comply with
Accounting Standard AASB 124 Related Party Disclosures and the Corporations Act and
Regulations 2001; and
(d)
the Directors have been given the declarations required by s.295A of the Corporations
Act 2001 for the year ended 30 June 2022.
Signed in accordance with a resolution of the Board of Directors made pursuant to s.295(5) of the
Corporations Act 2001.
For, and on behalf of, the Board of the Company,
Jonathon Wild
Chairman
Perth, Western Australia this 29th day of September 2022.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 18
INDEPENDENT AUDITOR’S REPORT
To the members of Frugl Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Frugl Group Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30
June 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, 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 2022 and of its
financial performance for the year then ended; 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 (“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.
Material uncertainty related to going concern
We draw attention to Note 2.15 in the financial report, which indicates that a material uncertainty
exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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. We have determined that other than the matter
described in the Material uncertainty related to going concern section above, there are no key audit
matters to be communicated in our report.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 19
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 2022 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 accordingly 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 the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
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 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We, also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
-
-
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 20
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2022.
In our opinion, the Remuneration Report of Frugl Group Limited for the year ended 30 June 2022
complies with section 300A of the Corporations Act 2001.
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2022
N G Neill
Partner
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 21
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the financial year ended 30 June 2022
Revenue from contracts with customers
Other income
R+D Tax Rebate
Government grant and subsidies
Fair value gain on contingent consideration
Research and development costs, materials and consultants
Directors’ fees, salaries, superannuation and consulting expenses
Public company costs, fees, share registry, shareholder expenses
Occupancy expenses
Employee expenses
Legal fees
Accounting and audit fees
Insurances
Interest expenses
Corporate fees
Share-based payments
Marketing and investor relations expenses
Other expenses from ordinary activities
Loss before income tax expense
Income tax expense
Loss after income tax expense from continuing operations
Discontinued operations:
Gain on deconsolidation of subsidiary
Loss after income tax expense
Loss after income tax expense for the year attributable to the owners of
the Company
Other comprehensive income, net of tax:
Items that may be reclassified subsequently to profit or loss
Total comprehensive loss for the year
Loss per share from continuing operations
Basic and diluted loss per share (cents per share)
Earnings/ (loss) per share from discontinued operations
Basic and diluted earnings/ (loss) per share (cents per share)
Notes
3.1
11.3.1
2022
$
2021
$
142,827
1,144
354,021
-
-
497,992
(346,781)
(514,828)
(93,523)
(91,552)
(1,012,385)
(22,639)
(63,961)
(41,741)
(11,682)
(132,422)
(52,000)
(257,811)
(99,365)
(2,242,698)
-
(2,242,698)
27,286
25,843
438,162
176,436
223,961
891,688
(216,358)
(515,604)
(52,177)
(46,249)
(580,833)
(129,973)
(96,926)
(25,673)
(32,380)
(120,000)
(214,473)
(108,969)
(233,466)
(1,477,393)
-
(1,477,393)
-
(2,242,698)
247,143
(1,230,250)
(2,242,698)
(1,230,250)
-
(2,242,698)
-
(1,230,250)
4.1
4.1
(0.012)
(0.011)
-
0.002
The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes, which form an integral part of the financial report.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 22
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
as at 30 June 2022
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Plant and equipment
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Employee entitlements
Total current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficit)
Notes
16
6
2022
$
2021
$
73,807
82,397
63,960
220,164
253,416
36,572
63,960
353,948
6,446
6,446
226,610
-
-
353,948
7
8
9
10
294,391
700,000
56,598
1,050,989
1,050,989
131,173
-
62,956
194,129
194,129
(824,379)
159,819
35,269,801
52,000
(36,146,180)
(824,379)
34,063,301
1,329,473
(35,232,955)
159,819
The Consolidated Statement of Financial Position should be read in conjunction with the
accompanying notes, which form an integral part of the financial report.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the financial year ended 30 June 2022
Share
Capital
$
Option Reserve
$
Accumulated
Losses
$
Non-Controlling
Interests
$
Total
$
Balance at 1 July 2020
32,244,951
1,230,000
(34,002,705)
(39,637)
(567,391)
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
-
-
-
-
-
-
(1,230,250)
-
(1,230,250)
-
-
-
(1,230,250)
-
(1,230,250)
Disposal of subsidiary
Shares/Options issued during the year
Share issue costs
Reversal of lapsed performance shares
Balance at 30 June 2021
-
1,960,000
(141,650)
-
34,063,301
-
99,473
-
-
1,329,473
-
-
-
-
(35,232,955)
39,637
-
-
-
-
Balance at 1 July 2021
34,063,301
1,329,473
(35,232,955)
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
-
-
-
-
-
-
(2,242,698)
-
(2,242,698)
Options lapsed during the year
Shares/Options issued during the year
Share issue costs
Balance at 30 June 2022
-
1,256,000
(49,500)
35,269,801
(1,329,473)
52,000
-
52,000
1,329,473
-
-
(36,146,180)
-
-
-
-
-
-
-
-
39,637
2,059,473
(141,650)
-
159,819
159,819
(2,242,698)
-
(2,242,698)
-
1,308,000
(49,500)
(824,379)
The Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes, which form an integral part of the financial report.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 24
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 30 June 2022
Cash flows from operating activities
Payments to suppliers and employees
Receipts from customers
Government grants
Interest received
Interest paid
R&D Tax Rebate
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issues of shares
Payments of share issue costs
Proceeds from borrowings
Repayments of borrowings
Net cash generated by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Notes
2022
$
2021
$
(2,388,684)
125,155
-
1,011
(8,472)
354,021
(1,916,969)
(2,122,799)
17,936
176,436
2,036
(9,222)
438,162
(1,497,451)
(10,157)
(10,157)
1,256,000
(49,500)
541,017
-
1,747,517
(179,609)
253,416
73,807
-
-
1,845,000
(141,650)
-
(223,158)
1,480,192
(77,259)
270,675
253,416
16
9.1
9.1
8
8
16
The Consolidated Statement of Cash Flows should be read in conjunction with the
accompanying notes, which form an integral part of the financial report.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 25
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
for the financial year ended 30 June 2022
1. GENERAL INFORMATION
Frugl Group Limited (the Company) is a limited company incorporated in Australia. The principal
activities in the course of the financial year was the development, marketing and customer support
of its grocery comparison and data analytics products and services.
2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements are general purpose financial statements which have
been prepared in accordance with the Corporations Act 2001, Accounting Standards and
Interpretations, and comply with other requirements of the law.
The financial statements comprise the consolidated financial statements of the Group and its
controlled entities (collectively the Group).
The financial statements were authorised for issue by the directors on 29 September 2022.
2.1. BASIS OF PREPARATION
The financial statements comprise the consolidated financial statements of the Group. For the
purposes of preparing the consolidated financial statements, the Group is a for-profit entity. Material
accounting policies adopted in the preparation of these financial statements are presented below.
They have been consistently applied unless otherwise stated.
2.1.1. Statement of compliance
These financial statements are general purpose financial statements which have been prepared in
accordance with Australian Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (AASB) and International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB), and the Corporations Act 2001
(Cth).
2.1.2. Historical cost convention
The financial report has been prepared on the accruals basis and under the historical cost
convention.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 26
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company and its subsidiaries. Control is achieved when the Company:
• has power over the investee;
•
• has the ability to its power to affect its returns.
is exposed, or has rights, to variable returns from its involvement in with the investee; and
The Company reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements listed above.
When the Company has less than a majority of the voting rights if an investee, it has the power over
the investee when the voting rights are sufficient to give it the practical ability to direct the relevant
activities of the investee unilaterally. The Company considers all relevant facts and circumstances
in assessing whether or not the Company’s voting rights are sufficient to give it power, including:
•
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings
of the other vote holders;
rights arising from other contractual arrangements; and
• potential voting rights held by the Company, other vote holders or other parties;
•
• any additional facts and circumstances that indicate that the Company has, or does not have,
the current ability to direct the relevant activities at the time that decisions need to be made,
including voting patterns at shareholder meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and
ceases when the Company loses control of the subsidiary. Specifically income and expenses of a
subsidiary acquired or disposed of during the period are included in the consolidated statement of
comprehensive income from the date the Company gains control until the date when the
Company ceases to control the subsidiary.
2.2.1. Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the
date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are
allocated to the non-controlling interests even if doing so causes the non-controlling interests to
have a deficit balance.
2.2.2. Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-
controlling interests and the other components of equity related to the subsidiary. Any surplus or
deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in
the previous subsidiary, then such interest is measured at fair value at the date control is lost.
Subsequently it is accounted for as an equity-accounted investee or put through profit and loss or
through other comprehensive income depending on the election adopted.
2.2.3. Transactions eliminated on consolidation
All intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 27
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.3.
TAXATION
2.3.1. Income tax
The income tax expense/(income) for the year comprises current income tax expense/(income)
and deferred tax expense/(income).
Current income tax expense charged to profit or loss is the tax payable on taxable income
calculated using applicable income tax rates enacted, or substantially enacted, as at reporting
date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to
(recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss
when the tax relates to items recognised outside profit or loss.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred
tax assets also result where amounts have been fully expensed but future tax deductions are
available. No deferred income tax will be recognised from the initial recognition of an asset or
liability, excluding a business combination, where there is no effect on accounting or taxable profit
or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates enacted or substantively
enacted at reporting date. Their measurement also reflects the manner in which management
expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to
the extent that it is probable that future taxable profit will be available against which the benefits
of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates,
and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the
reversal of the temporary difference can be controlled and it is not probable that the reversal will
occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of
set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities where it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur
in future periods in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 28
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.3.2. Goods and Services Tax (GST)
Revenues, expenses, and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the taxation authority. In these circumstances the
GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the consolidated statement of financial position are shown inclusive
of GST.
The net amount of GST recoverable from, or payable to, the Australian Taxation Office is included
as a current asset or liability in the consolidated statement of financial position.
Cash flows are presented in the consolidated statement of cash flows on a gross basis, except for
the GST component of investing and financing activities, which are disclosed as operating cash
flows.
2.4. RESEARCH & DEVELOPMENT EXPENDITURE
An intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following has been demonstrated:
•
the technical feasibility of completing the intangible asset so that it will be available for use
or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
•
•
• how the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
•
Subsequent to initial recognition, capitalised development costs are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible
assets that are acquired separately. Amortisation of the asset begins when development is
complete and the asset is available for use. It is amortised over the period of expected future
benefit, which will normally be the useful life of the asset. During the period of development, the
asset is tested for impairment annually.
2.5.
TRADE AND OTHER RECEIVABLES
Trade and other receivables arise from the Group’s transactions with its customers and are normally
settled within 30 days.
Consistent with both the Group’s business model for managing the financial assets and the
contractual cash flow characteristics of the assets, trade and other receivables are subsequently
measured at amortised cost.
The Group determines expected credit losses based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the financial asset as well as current and future expected
economic conditions relevant to the financial asset. When material, the time value of money is
incorporated into the measurement of expected credit losses. There has been no change in the
estimation techniques or significant assumptions made during the reporting period.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 29
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.6. EMPLOYEE BENEFITS
2.6.1. Short-term benefits
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be
settled wholly within 12 months of the reporting date represent present obligations resulting from
employees' services provided to the reporting date and are calculated at undiscounted amounts
based on remuneration wage and salary rates that the Group expects to pay at the reporting date
including related on-costs, such as workers’ compensation insurance and payroll tax.
Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or
subsidised goods and services, are expensed based on the net marginal cost to the Group as the
benefits are taken by the employees.
2.6.2. Other long-term benefits
The Group's obligation in respect of long-term employee benefits other than defined benefit plans
is the amount of future benefit that employees have earned in return for their service in the current
and prior periods plus related on-costs; that benefit is discounted to determine its present value,
and the fair value of any related assets is deducted. The discount rate is the Reserve Bank of
Australia's cash rate at the report date that have maturity dates approximating the terms of the
Group’s obligations. Any actuarial gains or losses are recognised in profit or loss in the period in
which they arise.
2.6.3. Termination benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier
of: (a) the date when the Group can no longer withdraw the offer for termination benefits; and (b)
when the Group recognises costs for restructuring pursuant to AASB 137 Provisions, Contingent
Liabilities and Contingent Assets and the costs include termination benefits. In either case, unless
the number of employees affected is known, the obligation for termination benefits is measured on
the basis of the number of employees expected to be affected. Termination benefits that are
expected to be settled wholly before 12 months after the annual reporting period in which the
benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All
other termination benefits are accounted for on the same basis as other long-term employee
benefits.
2.6.4. Equity-settled compensation
The Group operates an employee share option plan. The fair value of options granted is recognised
as an employee expense with a corresponding increase in equity. The fair value is measured at
grant date and spread over the period during which the employees become unconditionally
entitled to the options. The fair value of the options granted is measured using the Black-Scholes
pricing model, taking into account the terms and conditions upon which the options were granted.
The amount recognised is adjusted to reflect the actual number of share options that vest except
where forfeiture is only due to market conditions not being met.
2.7. SHARE-BASED PAYMENTS TRANSACTIONS
Under AASB 2 Share-Based Payments, the Group must recognise the fair value of options granted
to directors, employees and consultants as compensation as an expense on a pro-rata basis over
the vesting period in profit or loss with a corresponding adjustment to equity.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 30
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.8. BORROWINGS
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognised in profit or loss over the period of the
borrowings using the effective interest method. Fees paid on the establishment of loan facilities are
recognised as transaction costs of the loan to the extent that it is probable that some or all of the
facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent
there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised over the period of the facility to
which it relates.
Borrowings are removed from the statement of financial position when the obligation specified in
the contract is discharged, cancelled or expired. The difference between the carrying amount of
a financial liability that has been extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as
other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
2.9. PROVISIONS
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will results, and that outflow
can be reliably measured.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and, when appropriate, the risks
specific to the liability.
2.10. CONTINGENT LIABILITIES
Contingent liabilities are not recognised but are disclosed in the consolidated financial statements,
unless the possibility of settlement is remote, in which case no disclosure is made. If settlement
becomes probable and the amount can be reliably estimated, a provision is recognised.
The amount disclosed as a contingent liability is the best estimate of the settlement.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 31
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.11. EARNINGS PER SHARE
2.11.1. Basic earnings per share
Basic earnings per share is determined by dividing net profit or loss after income tax attributable to
members of the Group, excluding any costs of servicing equity other than ordinary shares, by the
weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the year.
2.11.2. 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. When the
Group makes a loss, the number of shares is not adjusted by the potential ordinary shares as the
impact would be to reduce the loss per share.
2.12. REVENUE AND OTHER INCOME
The Group is in the business of sale and distribution and marketing of its grocery comparison
products and services. Revenue from contracts with customers is recognised when control of the
goods or services are transferred to the Customer at an amount that reflects the consideration to
which the Group expects to be entitled in exchange for those goods or services.
The Group’s revenue accounting policy is detailed below:
Revenue from sale, distribution and marketing of grocery comparison products
Revenue from sale, distribution and marketing of grocery comparison products is recognised over
time over the life of the service contract as the Groups service obligations under the contract are
satisfied.
Sales of Books
Revenue from the sale of books is recognised at the point in time when control of the asset is
transferred to the customer, generally on delivery of the book. The Group considers whether there
are other promises in the contract that are separate performance obligations to which a portion of
the transaction price needs to be allocated (e.g. customer loyalty points). In determining the
transaction price for the sale of equipment, the Group considers the effects of variable
consideration, the existence of significant financing components, non-cash consideration, and
consideration payable to the customer (if any).
2.12.1. Government grants
Government grants are recognised where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with. When the grant relates to an expense
item, it is recognised as income on a systematic basis over the periods that the related costs, for
which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life of the related asset.
The Group’s income from the Australian Government’s Research & Development (R&D) Tax
Incentive and the Australian Government’s COVID-19 stimulus packages is accounted for as a
government grant.
2.12.2.
Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Interest income
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 32
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.13. SEGMENT REPORTING
An operating segment is a component of the Group that engages in business activities from which
it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. The operations of the business are regularly
reviewed by the Group's Managing Director to determine if segment reporting is required.
The Group operates in one industry and develops a single technology.
The Group solely operates within the geographical location of Australia on the basis that NextGen
Networks Limited, incorporated in New Zealand, is 100% dormant.
2.14. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Management discusses with the Board the development, selection and disclosure of the Group's
critical accounting policies and estimates and the application of these policies and estimates. The
estimates and judgements that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
2.14.1. Key Estimate - Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based
on the best estimates of directors. These estimates take into account both the financial
performance and position of the Group as they pertain to current income taxation legislation, and
the directors understanding thereof. No adjustment has been made for pending or future taxation
legislation. The current income tax position represents that directors' best estimate, pending an
assessment by tax authorities in relevant jurisdictions. Refer Note 5 Income Tax.
2.14.2. Key Estimate – R&D Tax Incentive
Where the Group receives the Australian Government’s R&D Tax Incentive, the Group accounts for
the amount refundable on accrual basis. In determining the amount of the R&D provision at year
end, there is an estimation process utilising a conservative approach. Any changes to the estimation
are recorded in the subsequent financial year.
2.14.3. Share-Based Payments
Goods or services received or acquired in a share-based payment transaction are recognised as
an increase in equity if the goods or services were received in an equity-settled share-based
payment transaction or as a liability if the goods and services were acquired in a cash settled share-
based payment transaction.
For equity-settled share-based transactions, goods or services received are measured directly at
the fair value of the goods or services received provided this can be estimated reliably. If a reliable
estimate cannot be made the value of the goods or services is determined indirectly by reference
to the fair value of the equity instrument granted using a Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield
and the risk-free interest rate for the term of the option.
Transactions with employees and others providing similar services are measured by reference to the
fair value at grant date of the equity instrument granted using a Black-Scholes option pricing model.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 33
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.14.4. Identifying performance obligations
The Group provides users access to its software application Frugl (App), which users can download
from the Apple App Store or Google Play Store (Application Stores) and subscribe to the platform
on a month-by-month basis. The subscription is a promise from the Group to the user that they will
be allowed access to the App for the month. Granting and supporting the access to the App is the
sole performance obligation for the Group.
The timing of revenue recognition for the Group focuses on the successful subscription to the App
by the user. Once the user has accepted the terms and conditions of the App and successfully
subscribes, revenue is recognised.
2.15. GOING CONCERN
The financial report has been prepared on the going concern basis which contemplates continuity
of normal business activities and realisation of assets and settlement of liabilities in the ordinary
course of business.
For the year ended 30 June 2022 the Group incurred a net loss of $2,242,698 (2021: $1,230,250), has
net current liabilities of $830,825 (2021: net current assets $159,819), a net cash outflow from
operating activities amounting to $1,916,969 (2021: $1,497,451) and had cash available of $73,807.
The Directors have reviewed the business outlook, cash flow forecasts and immediate capital
requirements and are of the opinion that the use of the going concern basis of accounting is
appropriate as the Directors believe the Group will be able to pay its debts as and when they fall
due. In forming this view the Directors have taken into consideration the following:
• On 30 August 2022, the terms of the binding loan facility agreement (“Facility”) with Mr
Mathew Walker were amended, with the maturity of the Facility now on the earlier of the
Company successfully completing a capital raising of no less than $2,000,000 and 30 June
2023;
• On 28 September 2022, the Group announced that it has completed a non-renounceable
entitlement offer (“Entitlement Offer”) to eligible shareholders on a 1 for 2 basis at $0.01 per
Share raising $621,974 (before costs);
• Research and development expenditure projects are undertaken to which the Group will
•
seek to apply for the R&D tax incentive rebate (R&D Rebate) at 43.5%; and
The Group’s ability to reduce operational expenditure as and when required including, but
not limited to, reviewing all expenditure for deferral or elimination, until the Group has
sufficient funds to meet its liabilities as and when they fall due.
The Directors have carefully assessed the uncertainties relating to the likelihood of securing
additional funding and the Group’s ability to effectively manage its expenditures and cash flows
from operations.
Should the Group not be successful in obtaining adequate funding, adequately reducing
operational expenditure as required, or further defer debt facilities, there is a material uncertainty
that may cast significant doubt as to the ability of the Group to continue as a going concern and
whether it will be able to realise its assets and discharge its liabilities in the ordinary course of business.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 34
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.16. ADOPTION OF NEW AND REVISED STANDARDS
2.16.1. Standards and Interpretations applicable to 30 June 2022
In the year ended 30 June 2022, the Directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the Company’s operations and effective
for the year reporting periods beginning on or after 1 July 2021.
As a result of this review, the Directors have determined that there is no material impact of the new
and revised Standards and Interpretations on the Company and therefore no material change is
necessary to Group accounting policies.
2.16.2. Standards and Interpretations in issue not yet adopted applicable to 30
June 2022
The Directors have also reviewed all of the new and revised Standards and Interpretations in issue
not yet adopted that are relevant to the Company and effective for the year reporting periods
beginning on or after 1 July 2022.
As a result of this review, the Directors have determined that there is no material impact of the new
and revised Standards and Interpretations in issue not yet adopted on the Company and therefore
no material change is necessary to Group accounting policies.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 35
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
3. REVENUE
3.1. REVENUE FROM CONTRACTS WITH CUSTOMERS: CONTINUING OPERATIONS
Revenue from sale, distribution and marketing of grocery
comparison products
Revenue from book sales
2022
$
2021
$
142,827
-
142,827
25,382
1,904
27,286
Revenue from contracts with customers is generated wholly within the geographical location of
Australia and is recognised at the point in time the product is delivered to the customer.
4. LOSS PER SHARE
4.1. BASIC LOSS PER SHARE
From continuing operations
From discontinued operations
2022
Cents Per
Share
2021
Cents Per
Share
(0.012)
-
(0.011)
0.002
The profit/ (loss) and weighted average number of ordinary shares used in the calculation of basic
loss per share are as follows:
Loss for the year - from continuing operations
Profit for the year - from discontinued operations
2022
$
2021
$
(2,242,698)
-
(1,477,393)
247,143
No.
No.
Weighted average number of ordinary shares for the purposes of
basic loss per share
189,872,740
139,510,302
4.2. DILUTED LOSS PER SHARE
There are no potential ordinary shares that are considered dilutive, as a result no dilutive loss per
share has been disclosed.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 36
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
5.
INCOME TAX
5.1. INCOME TAX RECOGNISED IN PROFIT OR LOSS
Current tax
Deferred tax
2022
$
2021
$
-
-
-
-
-
-
The income tax expense for the year can be reconciled to the accounting (loss) as follows:
Loss before tax
Income tax (benefit) calculated at 25% (2021: 26%)
Effect of expenses not deductible and income in determining
taxable profit or loss
Current year deferred taxes not booked
Other deductible/other non-deductible and non-assessable items
Effect of current year tax losses not recognised as deferred tax
assets
Income tax expense in consolidated statement of comprehensive
income
2022
$
2021
$
(2,242,698)
(1,230,250)
(560,675)
(319,865)
(59,514)
(36,096)
(390,013)
-
197,306
656,285
512,572
-
-
The tax rate used for the 2022 year of 25% (2021: 26%) is the corporate tax rate of payable by small
business entities on taxable profits under Australian law.
5.2. TAX LOSSES
Deferred tax assets on the unused revenue tax losses of $13,561,431 (2021: $11,362,296) have not
been recognised as the future recovery of these losses is subject to the Group satisfying the
requirements imposed by the regulatory authorities, including the application of the available
fraction rules. The benefit of deferred tax assets not brought to account will only be brought to
account if:
(a)
(b)
Future assessable income is derived of a nature and of an amount sufficient to enable the
benefit to be realised.
The conditions for deductibility imposed by tax legislation continue to be complied with and
no changes in tax legislation adversely affect the Group in realising the benefit.
5.3. DEFERRED TAX ASSETS
Deferred tax assets recognised directly in equity
Revenue income tax losses not brought to account at 25%
(2021: 26%)
Other temporary differences
Unrecognised deferred tax assets relating to the above temporary
differences
54,427
115,959
3,390,359
59,365
2,954,197
26,261
3,504,151
3,096,417
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 37
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
6. CURRENT TRADE AND OTHER RECEIVABLES
Trade debtors
Provision for expected credit loss
Other receivables
2022
$
2021
$
65,505
(1,100)
17,992
82,397
9,350
-
27,222
36,572
Trade receivable are non-interest bearing and generally on terms of 14-60 days.
Other than those receivables fully provided for, all receivables are considered fully recoverable.
6.1. FAIR VALUE AND CREDIT RISK
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate
their fair value.
7. TRADE AND OTHER PAYABLES
Current
Unsecured trade creditors
Revenue received in advance
Sundry creditors and accruals
2022
$
2021
$
252,391
22,000
20,000
294,391
103,173
-
28,000
131,173
Trade and other payables are non-interest bearing. Due to the short-term nature of these payables,
their carrying amount is assumed to approximate their fair value.
8. BORROWINGS
Balance at beginning of period
Loan from Director (cash)(i)
Loan from Director (expenses paid on behalf of the Company)
Interest and borrowing cost capitalised
Repayments made(ii)
Balance at end of period
2022
$
-
541,071
158,929
-
-
700,000
2021
$
195,600
-
-
27,558
(223,158)
-
(i) On 18 July 2022, the Company formalised a binding loan facility agreement (“Facility”) with
Mathew Walker, a Company director, available on call. The facility has a principal amount of
$1,000,000, bears an interest rate of 1% per month payable monthly in arrears, secured against the
Company’s 2022 Financial Year Research and Development Offset Rebate and repayable on the
earlier of the Company completing a capital raising of no less than $1,000,000 or on 30 June 2023.
As at 30 June 2022, the Company has drawn down $700,000 from this facility.
(ii)
The loan in the previous year bears an interest rate of 1.25% per month and is secured against the
Company’s 2020 Financial Year Research and Development Offset Rebate. The Loan was issued
by Rocking Horse Nominees Pty Ltd, and was repaid during the period following the receipt of the
Rebate.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 38
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
9.
ISSUED CAPITAL
201,550,000 fully paid ordinary shares
(2021: 163,500,000)
9.1. FULLY PAID ORDINARY SHARES
2022
$
2021
$
35,269,801
34,063,301
All references to securities in the Group have been reported on a post-consolidation basis.
Balance at beginning of year
Issued for cash - placements
Issued to supplier
Share issue costs
Balance at end of year
2022
2021
No.
163,500,000
38,050,000(i)
-
-
201,550,000
$
34,063,301
1,256,000
-
(49,500)
35,269,801
No.
99,000,000
61,500,000(ii)
3,000,000
-
163,500,000
$
32,244,951
1,845,000
115,000
(141,650)
34,063,301
(i)
The Group issued 16,500,000 shares on 19 July 2021 at $0.05 a share to raise $825,000 before costs. The
Group also issued 21,550,000 shares on 24 February 2022 at $0.02 a share to raise $431,000 before costs.
(ii)
The Group issued 24,750,000 shares on 25 September 2020 at $0.03 a share to raise $742,500 before costs.
The Group also issued 36,750,000 shares on 14 December 2020 at $0.03 a share to raise $1,102,500 before
costs.
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Ordinary shares
participate in the proceeds on winding up of the Group in proportion to the number of shares held.
Ordinary shares have no par value.
10. RESERVES
Option reserve at beginning of year
Options issued during the year (Note 11.3.2)
Options lapsed during the year
Option reserve at end of year
2022
$
1,329,473
52,000
(1,329,473)
52,000
2021
$
1,230,000
99,473
-
1,329,473
The Option reserve arises on the grant of share options to executives, employees, consultants and
advisors and upon issue of options to shareholders or buyers. Amounts are transferred out of reserve
and into accumulated losses when options expire or lapse.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 39
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
11. SHARE OPTIONS
Each option issued converts into one ordinary share of Frugl Group Limited on exercise. Options
carry neither rights to dividends, nor voting rights. Options may be exercised at any time from the
date of vesting to the date of their expiry.
11.1. MOVEMENTS IN SHARE OPTIONS DURING THE YEAR
The following reconciles the share options outstanding at the beginning and end of the year:
Balance at beginning of the year
Granted during the year
Lapsed during the year
Balance at end of the year
Exercisable at end of the year
2022
2021
Number of
options
49,298,883
29,500,000
(49,298,883)
29,500,000
29,500,000
$
1,329,473
52,000
(1,329,473)
52,000
52,000
Number of
options
34,048,883
15,250,000
-
49,298,883
49,298,883
$
1,230,000
99,473
-
1,329,473
1,329,473
11.2. SHARE OPTIONS EXERCISED DURING THE YEAR
During the year no options were converted into shares (2021: Nil).
11.3. SHARE BASED PAYMENTS
Share-based payments made during the year ended 30 June 2022 are summarised below.
11.3.1. Recognised Share-Based Payment Expense
2021
$
32,224(ii)
30,846
36,403
115,000
214,473
(i) On 2 December 2021 the Company issued 9,000,000 Options to Directors, following shareholder approval on 19
Options issued to directors(i)
Options issued to employees
Options issued to adviser
Shares issued to supplier
2022
$
36,000(i)
16,000
-
-
52,000
November 2021. The options had no vesting conditions and vested immediately on issue.
(ii) During the 2021 financial year, the Group issued 7,000,000 options to key management personnel (refer to remuneration
report for details), following shareholder approval on 30 November 2020. The options had no vesting conditions attached
and vested immediately on issue.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
11.3.2. Options Granted During the Year
The Group granted the following options during the year ended 30 June 2022:
Number of
Options Issued
Grant Date
Expiry Date
9,000,000
4,000,000
16,500,000
19 Nov 2021
19 Nov 2021
19 July 2021
20 July 2024
20 July 2024
20 July 2024
Exercise
Price
$0.10
$0.10
$0.10
Total Value(i)
Recipient
36,000(i)
16,000(i)
Nil(ii)
Directors
Employees
Placement Participants
(i) The fair value of the options at grant date was determined using the closing market price, on that date.
(ii) Options free attaching to placement.
12. FINANCIAL INSTRUMENTS
12.1. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through the optimisation of the debt and
equity balance. The Group’s overall strategy remains unchanged from 2021.
The Group is not subject to any externally imposed capital requirements.
12.2. FINANCIAL RISK MANAGEMENT OBJECTIVES
The Board of directors provides services to business, co-ordinates access to domestic and
international financial markets, monitors and manages the financial risks relating to the operations
of the Group through internal risk reports which analyse exposures by degree and magnitude of
risks. These risks include interest rate risk, liquidity risk and credit risk.
The Group seeks to minimise the effects of these risks by making use of credit risk policies and future
cash requirements. These are approved by the Board of directors and are reviewed on a regular
basis.
The totals for each category of financial instruments, measured in accordance with AASB 9 Financial
Instruments, as detailed in the accounting policies to these financial statements below.
12.3. INTEREST RATE RISK
The Group is exposed to interest rate risk on its cash reserves held with the NAB or other acceptable
Australian Banking entities. The risk of interest rate movements is managed by the Group by
maintaining an appropriate mix between short term deposits and at call deposits.
The Group is not subject to any other interest rate risk as none of its other financial assets or liabilities
is subject to variable interest rates.
The Group’s exposure to interest rate on financial assets subject to variable interest rates is detailed
in the interest rate risk sensitivity analysis section of this note.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 41
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
12.3. INTEREST RATE RISK (CONTINUED)
12.3.1. Interest rate sensitivity analysis
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest
rates on classes of financial assets and financial liabilities, is as follows:
Financial assets
Cash and cash equivalents
Trade and other receivables
Other assets
Financial liabilities
Trade and other payables
Borrowings
12.4. LIQUIDITY RISK
Weighted
average
effective
interest rate
0.5%
N/A
0.25%
Weighted
average
effective
interest rate
N/A
12%
2022
$
73,807
82,397
63,960
220,164
2021
$
253,416
36,572
63,960
353,948
2022
$
294,391
700,000
994,391
2021
$
131,173
-
131,173
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations with financial
liabilities. Ultimate responsibility for liquidity risk management rests with the Board of directors, which
has established an appropriate liquidity risk management framework for the management of the
Group’s short, medium, and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate cash reserves by continuously monitoring forecast
and actual cash flows and identifying when further capital raising initiatives are required as
disclosed in Note 2.1.3. The Group presently has no significant source of operating income and it is
reliant on equity contributions and cooperation of creditors and lenders to continue as a going
concern.
The Group is not materially exposed to liquidity risk.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 42
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
12.5. CREDIT RISK
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in
financial loss to the Group. In respect of financing activities, the Group is exposed to credit risk from
its operating activities (primarily trade and other receivables) and from its financing activities,
including deposits with banks and financial institutions. The Group has adopted a policy of only
dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as
a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities
that are rated the equivalent of investment grade and above. This information is supplied by
independent rating agencies where available and, if not available, the Group uses other publicly
available financial information and its own trading records to rate its major customers. The Group’s
exposure and the credit ratings of its counterparties are continuously monitored and the aggregate
value of transactions concluded is spread amongst approved counterparties. The credit risk on
liquid funds is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies. The Group’s bank has an “AA-” long term issuer rating by
Standards & Poors (S&P).
13. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in Note 2.2. Details of subsidiary
companies are as follows:
Entity
Frugle Operations Pty Ltd
Premium Pipe Services Pty Ltd
NexGen Networks Limited
Family Insights IP Pty Ltd
Incorporation
Australia
Australia
New Zealand
Australia
2022
Ownership
100%
100%
100%
100%
2021
Ownership
100%
100%
100%
100%
14. KEY MANAGEMENT PERSONNEL DISCLOSURES
14.1. KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
2022
$
495,500
27,950
36,000
559,450
2021
$
476,000
24,700
32,224
532,924
The compensation of each member of the key management personnel of the Group is set out in
the Remuneration Report on pages 4 to 9.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 43
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
15. RELATED PARTY TRANSACTIONS
The immediate parent and ultimate controlling party of the Group is Frugl Group Limited. Balances
and transactions between the Group and its subsidiaries, which are related parties of the Group,
have been eliminated on consolidation and are not disclosed in this note.
15.1. LOANS TO KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
There have been no loans to key management personnel during the current or prior year and no
balances were outstanding as at the reporting date.
15.2. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
Key management personnel related parties
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated. Transactions with key
management personnel related parties are set out below.
The Group entered into a mandate with Cicero Group Pty Ltd (CGC), a company related to Messrs
Walker for corporate administration services including financial reporting, company secretarial
services, rent and administrative operations. CGC provided services to the amount of $120,000
(2021: $120,000). As at 30 June 2022 and 30 June 2021 no amounts were outstanding.
On 18 July 2022, the Group entered into a binding loan facility agreement (“Facility”) with Mathew
Walker, a Company director, available on call. The facility has a principal amount of $1,000,000,
bears an interest rate of 1% per month payable monthly in arrears, secured against the Company’s
2022 Financial Year Research and Development Offset Rebate and repayable on the earlier of the
Company completing a capital raising of no less than $1,000,000 or on 30 June 2023.
On 30 August 2022, the terms of the Facility were amended, with the maturity of the Facility now on
the earlier of the Company successfully completing a capital raising of no less than $2,000,000 or on
30 June 2023. As at 30 June 2022, the Company has drawdown $700,000 from this facility.
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 44
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
16. RECONCILIATION OF LOSS FOR THE YEAR TO NET CASH FLOWS
FROM OPERATING ACTIVITIES
(Loss) for the year
Non-cash items
Depreciation and amortisation
Other expenses (non-cash)
Share-based payments
Gain on deconsolidation of subsidiary
Fair Value movement on contingent consideration
Movements in working capital
(Increase)/ decrease in trade and other receivables
(Decrease) in trade and other payables (incl. provisions)
Net cash used in operating activities
2022
$
2021
$
(2,242,698)
(1,230,250)
3,969
159,991
52,000
-
-
(2,026,738)
-
33,229
214,473
(247,143)
(223,961)
(1,453,651)
(47,089)
156,858
(1,916,969)
22,603
(66,403)
(1,497,451)
Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items
in the statement of financial position as follows:
Cash and cash equivalents
73,807
253,416
17. COMMITMENTS
The Company has an agreement with Cicero Group Pty Ltd (CGC), a company related to Mr Walker,
for corporate administration services including financial reporting, company secretarial services, and
administrative operations. The charges for these services is $10,000 per month (exc. GST).
Other commitments
Monthly amount
Within 12 months
Total
2022
Corporate Fees
2021
Corporate Fees
10,000
10,000
120,000
120,000
120,000
120,000
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
18. REMUNERATION OF AUDITORS
The auditor of Frugl Group Limited and its subsidiary is HLB Mann Judd. During the prior year, Pitcher
Partners BA & A Pty Ltd (Pitcher Partners) acted as auditor for part of that period.
Audit and review of the financial statements – HLB Mann Judd
Audit and review of the financial statements - Pitcher Partners
2022
$
32,812
-
32,812
2021
$
40,375
11,056
51,431
19. SEGMENT INFORMATION
The Group identifies its operating segments based on the internal reports that are reviewed and used
by the Board of directors (chief operating decision maker) in assessing performance and determining
the allocation of resources.
The Group operates primarily in development of the Frugl mobile application. The financial
information presented
income and the
consolidated statement of financial position is the same as that presented to the chief operating
decision maker.
in the consolidated statement of comprehensive
Unless stated otherwise, all amounts reported to the Board of directors as the chief operating decision
maker is in accordance with accounting policies that are consistent to those adopted in the annual
financial statements of the Group.
20. EVENTS AFTER THE REPORTING PERIOD
On 18 July 2022, the Group entered into a binding loan facility agreement (“Facility”) with Mathew
Walker, a Company director, available on call. The facility has a principal amount of $1,000,000, bears
an interest rate of 1% per month payable monthly in arrears, secured against the Company’s 2022
Financial Year Research and Development Offset Rebate and repayable on the earlier of the
Company completing a capital raising of no less than $1,000,000 and 30 June 2023.
On 30 August 2022, the terms of the Facility were amended, with the maturity of the Facility now on
the earlier of the Company successfully completing a capital raising of no less than $2,000,000 and 30
June 2023. As at 30 June 2022, the Company has drawdown $700,000 from this facility.
On 20 July 2022, the Group announced that it has released its inaugural Frugl Grocery Price Index
(“Frugl GPI”), nationally in partnership with News Ltd. The Frugl GPI is a quarterly report that provides a
series of statistics that measure price changes over time on a selection of everyday grocery items.
Released quarterly, the Frugl GPI reports on grocery inflationary changes at a topline level, whilst also
revealing inflationary trends for a range of grocery categories and different shopper household types.
On 28 September 2022, the Group announced that it has completed a non-renounceable
entitlement offer (“Entitlement Offer”) to eligible shareholders on a 1 for 2 basis at $0.01 per Share
raising $621,974 (before costs).
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 46
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
21. PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial
information shown below, are the same as those applied in the consolidated financial statements.
Refer to Note 2 for a summary of the significant accounting policies relating to the Group.
Statement of financial position
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee entitlements
Total current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net assets/ (liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/ (deficit)
2022
$
2021
$
69,533
11,417
80,950
80,950
54,632
27,342
81,974
700,000
700,000
781,974
(701,024)
224,910
18,721
243,631
243,631
55,968
35,964
91,932
-
-
91,932
151,699
35,391,175
52,000
(36,022,825)
(701,024)
34,063,301
1,329,473
(35,241,075)
151,699
Statement of profit or loss and other comprehensive income
Net loss and comprehensive loss
(781,750)
(797,984)
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 47
ADDITIONAL SHAREHOLDERS’ INFORMATION
Frugl Group Limited’s issued capital is as follows:
ORDINARY FULLY PAID SHARES
At the date of this report there are 264,849,607 Ordinary fully paid shares in the Group.
Balance at the beginning of the year
Movements of shares during the year and to the date of this report
Total number of shares at the date of this report
SHARES UNDER OPTION
Number of shares
163,500,000
101,349,607
264,849,607
At the date of this report there are 29,500,000 unissued ordinary shares in respect of which options
are outstanding.
The balance is comprised of the following:
Number of options
29,500,000
Expiry date
20 July 2024
Exercise price (cents)
$0.10
Listed/Unlisted
Listed
No person entitled to exercise any option referred to above has had, by virtue of the option, a right
to participate in any share issue of any other body corporate.
RANGE OF SHARES AS AT 29 SEPTEMBER 2022
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - > 100,001
Total
Total Holders
815
385
191
515
174
2,080
Units % Issued Capital
0.08%
0.38%
0.57%
6.84%
92.14%
100.00%
216,890
995,367
1,499,482
18,117,014
244,020,854
264,849,607
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 48
ADDITIONAL SHAREHOLDERS’ INFORMATION
UNMARKETABLE PARCELS AS AT 29 SEPTEMBER 2022
$500.00 parcel at $0.015
Minimum parcel
size
33,333
Holders
Units
1,706
8,809,288
TOP 20 HOLDERS OF ORDINARY SHARES AS AT 29 SEPTEMBER 2022
HOLDER NAME
#
1 GREAT SOUTHERN FLOUR MILLS PTY LTD
2
3
THE TRUST COMPANY (AUSTRALIA) LIMITED
STATION NOMINEES PTY LTD
4 MR JONATHAN MARK WILD
5
PROFESSIONAL PAYMENT SERVICES PTY LTD
6 MR ROBERT GREGORY LOOBY
7
RIMOYNE PTY LTD
8 GOLDEN STATE CAPITAL
9
TERRITORY TRADING GROUP PTY LTD
10 MR GREGORY PETER WILSON
11
12
13
STARTRADE PTY LTD
PETERLYN PTY LTD
S3 CONSORTIUM HOLDINGS PTY LTD
14 MR OWEN JOHN CLARE
15 CHARLES BERNHARD CHILWELL
15 MR DANIEL FULLARD
Units
60,000,000
22,027,300
20,250,000
13,151,653
11,850,000
8,960,000
5,934,999
5,750,000
5,251,941
5,000,000
4,814,805
4,500,000
2,500,000
2,352,440
2,300,000
2,175,000
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED
2,010,000
16
17
18
JOSHANDAL PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
19 MR KEVIN COOPER
20 CARDUP SYNDICATE HOLDINGS PTY LTD
2,000,000
2,000,000
1,885,431
1,800,000
%
22.65%
8.32%
7.65%
4.97%
4.47%
3.38%
2.24%
2.17%
1.98%
1.89%
1.82%
1.70%
0.94%
0.89%
0.87%
0.82%
0.76%
0.76%
0.76%
0.71%
0.68%
Total of Top 20 Holders of ORDINARY SHARES
186,513,569
70.42%
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 49
ADDITIONAL SHAREHOLDERS’ INFORMATION
TOP 20 HOLDERS OF QUOTED OPTIONS AS AT 29 SEPTEMBER 2022
HOLDER NAME
#
1 MR SEAN PAUL SMITH
2
ALISTAIR MCCALL
3 MR ROBERT GREGORY LOOBY
3 MR JONATHAN MARK WILD
4 GAZUMP RESOURCES PTY LTD
5 MR PRADEEP RAGHAVAN
6
7
STATION NOMINEES PTY LTD
SUNSET CAPITAL MANAGEMENT PTY LTD
8 MRS HETAL SANGHAVI
9
RIMOYNE PTY LTD
10 MRS KAVEENAR SAMUELL
11
BEACHCOVE CAPITAL PTE LTD
12 MR MARIO DI LALLO & MRS ALISON VALERIE DI LALLO
12 MR PAUL SIMON DONGRAY
13 MR JIE WANG
14 CELTIC CAPITAL PTY LTD
14 MR MD AKRAM UDDIN
14 CHAMPAGNE CAPITAL PTY LTD
14 MR ALEXANDER LEWIT
15 MR GAURAV DANI
15 MR PRADEEP RAGHAVAN
15
15
JAINSON FAMILY PTY LTD
JAYVEE INVESTMENTS PTY LTD
15 MR SHAISHAV PATEL
15
SPENTIAL SMSF PTY LTD
15 MR KANAK SHRIKRISHNA SAHASRABUDHE
15 MR IAN PRENTICE & MRS TRACEY GAY PRENTICE
15 NIKICHAY CONSULTING PTY LTD
15 MS MARIA SUZANNE MORALES
15 MS PAYAL SRIVASTAVA
16 MRS SHILPA SARAF
16 MR KAPLESHKUMAR NATVARLAL SHAH
17
SATPAL SINGH GILL
17 NAVDEEP KAUR GILL
17
SIMERAN KAUR CHEEMA
17 MR HARPREET SINGH CHEEMA
18 MR YOGENDRA BHANDARI
18
18
KAVYA GLOBAL NETWORK AUSTRALIA PTY LTD
SUBURBAN HOLDINGS PTY LTD
18 MS ANGELA MARIA GIUSTI
18 MR NICHOLAS JAMES KELSO
18
LANDPATH PTY LTD
18 MS ANNABELLE SHAMIR
Units
6,000,000
4,000,000
3,000,000
3,000,000
2,855,123
1,700,000
1,280,000
1,136,091
1,000,000
880,000
458,786
400,000
300,000
300,000
210,000
200,000
200,000
200,000
200,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
60,000
60,000
50,000
50,000
50,000
50,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
%
20.34%
13.56%
10.17%
10.17%
9.68%
5.76%
4.34%
3.85%
3.39%
2.98%
1.56%
1.36%
1.02%
1.02%
0.71%
0.68%
0.68%
0.68%
0.68%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.34%
0.20%
0.20%
0.17%
0.17%
0.17%
0.17%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 50
ADDITIONAL SHAREHOLDERS’ INFORMATION
HOLDER NAME
#
18 MR STEFANO SACCO
18
18
18
RAT CONSULTING PTY LTD
JKR SUPER PTY LTD
EVERBLU CAPITAL PTY LTD
18 MRS KELLY ANNE SMITH
18 MS BOZENA RAWICKA
18
18
10 BAY STREET PTY LIMITED
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED
18 MISS CHUNG MAN LAU
18 MR JOHN RAWICKI
18 MR ALVIN BLUMENTHAL
18
SABRELINE PTY LTD
Total of Top 20 Holders of QUOTED OPTIONS
Units
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
29,500,000
%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
100%
FRUGL GROUP LIMITED | 2022 ANNUAL REPORT
Page 51