APPENDIX 4E – 30 JUNE 2023
Preliminary final report for the year ended 30 June 2023 as required by ASX listing rule 4.3A
DETAILS OF REPORTING PERIOD
Name of entity
ACN
Reporting Year
Previous Corresponding
Frugl Group Limited
096 870 978
Year ended 30 June 2023
Year ended 30 June 2022
RESULTS FOR ANNOUNCEMENT TO THE MARKET
(All comparisons to year ended 30 June 2023)
Revenues from ordinary activities
Loss from continuing operations after tax
Net loss for the year attributable to members
$
805,983
(2,280,652)
(2,280,652)
Up/Down
UP
UP
UP
Movement %
62%
17%
17%
For further explanation of the statutory figures provided above refer to the accompanying unaudited preliminary
financial report for the year ended. For a review of the operations and activities for the year ended 30 June 2023,
please refer to the Review of Operations contained in the unaudited preliminary financial report.
DIVIDEND INFORMATION
No dividends have been declared or paid during or since the end of the year to 30 June 2023 (2022: Nil).
Net tangible (liabilities)/ assets per security
30 June 2023
30 June 2022
0.0254
(0.0234)
AUDIT
The financial statements have been audited and an unmodified opinion has been issued.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME WITH NOTES TO THE STATEMENT
Consolidated Statement of Profit or Loss and Other Comprehensive Income and Notes to the
consolidated financial statements.
STATEMENT OF FINANCIAL POSITION WITH NOTES TO THE STATEMENT
Consolidated Statement of Financial Position and Notes to the consolidated financial statements.
STATEMENT OF CASH FLOWS WITH NOTES TO THE STATEMENT
Consolidated Statement of Cash Flows and Notes to the consolidated financial statements.
STATEMENT OF CHANGES IN EQUITY WITH NOTES TO THE STATEMENT
Consolidated Statement of Changes in Equity and Notes to the consolidated financial statements.
DETAILS OF ASSOCIATES AND JOINT VENTURES
Not applicable.
ATTACHMENTS
Accompanying this Appendix 4E is the full final audited Annual Report of Frugl Group Limited for the year ended
30 June 2023. This Appendix 4E should be read in conjunction with the Annual Report, which is lodged
contemporaneously with this document. All documents comprise the information required by Listing Rule 4.3A.
This announcement has been authorised by the Board of Frugl Group Limited.
For, and on behalf of, the Board of the Company
Kit Weng Yip
Chairman
Frugl Group Limited
ACN 096 870 978
ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2023
TABLE OF CONTENT
DIRECTORS’ REPORT ...................................................................................................................... 2
REMUNERATION REPORT (AUDITED) ............................................................................................ 3
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
Non-Executive Director
BOARD OF DIRECTORS
Mr Kit Weng Yip
Mr Kenny Woo
Ms Kulthirath Pakawachkrilers
COMPANY SECRETARY
Mr Sonu Cheema
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 | 2023 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 2023.
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 KENNY WOO
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
(Appointed Non-Executive Director on 1 May 2023 and appointed Managing Director and
Chief Executive Officer on 1 August 2023)
Mr Woo is an experienced entrepreneur with a proven track record of multiple start-up’s and exits.
For 10 years he served as the Founder and Managing Director of Easy Plastic Sdn Bhd and Facilipack
Industries, an integrated manufacturer of disposable food packaging specializing in the extrusion,
injection molding and thermoforming process. Currently he serves as a Director of Farm Square Co.,
Ltd a revolutionary indoor farming business in Bangkok selling zero mile pesticide and chemical free
organic vegetables. He is a graduate of Curtin University of Technology with a Bachelor of
Commerce in Accounting & Finance. The appointment of Mr Woo further strengthens the
Company’s contact network in south-east Asia as it seeks to explore commercialisation
opportunities for the Company’s proprietary technology in the region.
Mr Woo has not been a director of any other ASX listed entity in the last three years.
MR KIT WENG YIP
NON-EXECUTIVE CHAIRMAN (Appointed 10 February 2023)
Mr Yip has extensive experience in investment banking and corporate finance. Among his previous
senior roles he has served as Executive Director of Nomura Securities Malaysia, Deputy Group
Managing Director and Head of Investment Banking of Affin Hwang Investment Bank and Director
of RHB Investment Bank in Malaysia. He currently serves as Independent Non-Executive Director of
both Esente Capital Berhad, PCA Capital Markets Sdn Bhd, Privasia Technology Berhad(Listed on
the ACE Market of the Bursa Securities Malaysia Berhad) and Euro Holdings Berhad (Listed on the
Main Market of Bursa Malaysia Securities He is a graduate of the University of Western Australia, a
Fellow of CPA Australia, a Member of the Malaysian Institute of Accountants and Malaysian Institute
of Taxation.
Mr Yip has an extensive contact network throughout south-east Asia and will be invaluable in the
Company’s ambitions to expand and commercialise its platform in the region. Mr Yip is currently
serving as a Divisional Councilor for CPA Australia Malaysia Division since January 2021 and was
elected Deputy President for Calender year 2023.
Mr Yip has not been a director of any other ASX listed entity in the last three years.
MS KULTHIRATH PAKAWACHKRILERS
NON-EXECUTIVE DIRECTOR (Appointed 23 March 2023)
Ms Pakawachkrilers has extensive experience in e-Commerce, business development and digital
marketing in south-east Asia. She currently serves as President of the Thai e-Commerce Association
and is CEO and Co-Founder of the Thailand e-Business Centre. She is also a member of The
Federation of Thai Industries and The Thai Chamber of Commerce.
Ms Pakawachkrilers has not been a director of any other listed ASX entity in the last three years.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 2
DIRECTORS’ REPORT (CONTINUED)
MR MATHEW WALKER
NON-EXECUTIVE DIRECTOR (Resigned 1 May 2023)
MR JONATHON WILD
NON-EXECUTIVE CHAIRMAN (Resigned 10 February 2023)
MR SEAN SMITH
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (Resigned 23 March 2023)
MR SONU CHEEMA
COMPANY SECRETARY (Appointed 2 August 2023)
Sonu Cheema is a director of the accounting firm Nexia Perth. He holds a Bachelor of Commerce
and is a member of Certified Public Accountant (Australia). Sonu is a Director and Company
Secretary of listed, unlisted, and private companies across a broad range of industries. His focus is
on financial reporting, management accounting and corporate services where he has gained over
12 years experience.
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 2023:
Directors
Mr Kit Weng Yip
Mr Kenny Woo
Ms Kulthirath
Pakawachkrilers
Ordinary Shares
At Date of
Report
Net increase/
(decrease)
Options over Ordinary Shares
Net increase/
At Date of
(decrease)
Report
-
150,000,000
-
-
-
-
-
75,000,000
-
-
-
-
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 | 2023 ANNUAL REPORT
Page 3
DIRECTORS’ REPORT (CONTINUED)
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 10.5% of base salary for the year ended 30 June 2023
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.
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.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 4
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
•
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 during the financial year are set
out below:
MR KIT WENG YIP
NON-EXECUTIVE CHAIRMAN
The Group entered into a consultancy agreement with Mr Wend in respect of his appointment as a
Non-Executive Chairman of the Group. Mr Weng is paid a fee of $60,000 per annum for his services
as Non-Executive Chairman and is reimbursed for all reasonable expenses incurred in performing
his duties. Payments for Mr Weng’s services are made to a related consulting entity.
The agreement was entered with Mr Weng on 10 February 2023:
(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.
The agreement was entered at the appointment of Mr Weng.
(b)
(c)
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 5
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
MR KENNY WOO
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
The Group entered into an employment agreement with Mr Kenny Woo in respect of his role as
Executive Managing Director of the Group. Mr Woo is paid a salary of $240,000 per annum
(excluding superannuation) for his services as Executive Managing Director.
The executive agreement was entered with Mr Woo on 1 August 2023:
(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 Woo immediately, by giving notice, if the Group is in breach of a material term of this
agreement.
The agreement was entered on appointment of Mr Woo.
(d)
MS KULTHIRATH PAKAWACHKRILLERS
NON-EXECUTIVE DIRECTOR
The Group entered into a consultancy agreement with Ms Kulthirath Pakawachrillers in respect of
her appointment as a Non-Executive Director of the Group. Ms Pakawachrillers is paid a fee of
$48,000 per annum for her services as Non-Executive Director and is reimbursed for all reasonable
expenses incurred in performing her duties. Payments for Ms Pakawachrillers services are made to
a related entity.
The agreement was terminated with the resignation of Ms Kulthirath Pakawachrillers on 23 March
2023:
(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.
The agreement was entered on appointment of Ms Kulthirath Pakawachrillers.
(b)
(c)
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 was terminated with the resignation of Mr Jonathon Wild on 10 February 2023:
(d) 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.
The agreement was terminated with the resignation of Mr Wild.
(e)
(f)
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 6
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
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 was terminated with the resignation of Mr Sean Smith on 23 March 2023:
(e) by either party without cause with 3 months’ written notice or if the Group elects to with
(f)
payment in lieu of notice;
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
(g) by Mr Smith immediately, by giving notice, if the Group is in breach of a material term of this
agreement.
The agreement was terminated with the resignation of Mr Smith.
(h)
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 was terminated with the resignation of Mr Matthew Walker on 1 May 2023:
(d) 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.
The agreement was terminated with the resignation of Mr Walker.
(e)
(f)
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 | 2023 ANNUAL REPORT
Page 7
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
The table below shows the 2023 figures for remuneration received by the Group’s key management
personnel:
Directors
2023
Kit Weng Yip
Kenny Woo
Kulthirath
Pakawachkrilers
Jonathon Wild(i)
Sean Smith
Mathew Walker(ii)
Salary &
Fees
$
20,000
6,000
12,000
-
260,836
60,000
358,836
Short-term
Employee Benefits
Superannuation
$
Other
Benefits
$
Share-
based
Payments
$
Post-
employment
Prescribed
Benefits
$
Total
$
Performance
Related
%
-
-
-
-
28,153
-
28,153
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000
6,000
12,000
-
288,989
60,000
386,989
0%
0%
0%
0%
0%
0%
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%
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
(2022: $120,000). As at 30 June 2023 and 30 June 2022 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 | 2023 ANNUAL REPORT
Page 8
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
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 2023 and 30 June
2022:
Directors
2023
Kit Weng Yip
Kenny Woo
Kulthirath
Pakawachkrilers
Jonathon Wild
Sean Smith
Mathew Walker
2022
Jonathon Wild
Sean Smith
Mathew Walker
Balance at
1 July
No.
Granted as
remuneration
No.
Acquired
No.
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
150,000,000 150,000,000
-
-
5,651,653
-
88,750,000
(13,151,653)
(165,000)
(128,750,000)
-
-
-
2,500,000
-
15,000,000
-
-
-
7,500,000
165,000
40,000,000
* On resignation or appointment.
(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 2023 and 30 June 2022:
Directors
2023
Kit Weng Yip
Kenny Woo
Kulthirath
Pakawachkrilers
Jonathon Wild
Sean Smith
Mathew Walker
2022
Jonathon Wild
Sean Smith
Mathew Walker
Balance at
1 July
No.
Granted as
remuneration
No.
Options
Exercised/Issued
No.
Net other
change *
No.
Balance at
30 June
No.
-
-
-
3,000,000
6,000,000
34,750,000
3,000,000
6,000,000
4,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75,000,000
-
(3,000,000)
(6,000,000)
(34,750,000)
-
75,000,00
-
-
-
-
-
-
30,750,000
-
-
-
3,000,000
6,000,000
34,750,000
* On resignation or appointment.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 9
DIRECTORS’ REPORT (CONTINUED)
REMUNERATION REPORT (AUDITED) (CONTINUED)
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 Kenny Woo, 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 2023:
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 loss per share
(i) Post-consolidation basis
30 June
2023
30 June
2022
30 June
2021
30 June
2020 (i)
30 June
2019(i)
162,257
142,827
27,286
5,772
10,887
(2,280,652) (2,242,698) (1,230,250) (1,365,594) (3,182,653)
(2,280,652) (2,242,698) (1,230,250) (1,365,594) (3,182,653)
0.044
0.011
(0.005)
0.044
0.011
(0.012)
0.026
0.044
(0.011)
0.05
0.026
(0.02)
0.15
0.05
(0.08)
ADOPTION OF REMUNERATION REPORT BY SHAREHOLDERS
The remuneration report for the financial year ended 30 June 2022 was put to the shareholders of
the Company at the Annual General Meeting (AGM) held on 19 November 2022. 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 Company did not receive any specific feedback at the AGM or
throughout the year on its remuneration practices.
- - END OF REMUNERATION REPORT - -
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 10
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 2023 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
Kit Weng Yip
Kenny Woo
Kulthirath
Pakawachkrilers
Jonathon Wild
Sean Smith
Mathew Walker
OPTIONS
Board of Directors
Eligible to Attend
1
-
Attended
1
-
Circular Resolutions Passed
5
1
-
-
1
1
-
1
1
1
1
1
4
4
As at 30 June 2023 and at the date of this report, 279,500,000 options over ordinary shares in the Group
were on issue.
Type
Expiry Date
Exercise Price Number on issue
Listed options (FGLOA)
Listed options (FGLOA)
20 July 2024
31 December 2025
$0.10
$0.01
29,500,000
250,000,000
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.
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.
FRUGL GROUP LIMITED | INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2022
Page 11
DIRECTORS’ REPORT (CONTINUED)
Frugl Grocery & Frugl Market Development
Development continued on Version 3.0 of the Frugl Grocery App and the Frugl Market platform.
Improvements to the user interface, the addition of more retailer product data and substantial
performance improvements have been the core development focus to the consumer app, whilst
development has continued on the underlying transactional marketplace platform.
Frugl Grocery User Numbers
A reduction in marketing investment over the most recent quarter saw reductions in downloads
and user account growth, with growth largely returning to organic levels. Active users have
continued to use the Frugl Grocery App over the most recent quarter, albeit at reduced levels
compared to the previous record quarters which were driven by unprecedented press
surrounding multiple flood events and global inflationary concerns.
Frugl Grocery Price Index (Frugl GPI)
The Frugl GPI report was released in July 2022, offering the public and grocery industry
independent insights into grocery inflation at a total grocery, grocery category and
demographic household level. The report generated strong media interest, with Frugl featuring
across television, radio, print newspapers and in online articles.
Subsequent Frugl GPI report was released in October 2022, which continued to offer independent
insights into grocery inflation at a total grocery, grocery category and demographic household
level, incorporating an additional persona, “Empty Nesters”. This report also generated strong
media interest with Frugl featuring across television, radio, print newspapers and lifestyle
publications.
FRUGL GROUP LIMITED | INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2022
Page 12
DIRECTORS’ REPORT (CONTINUED)
Frugl Signs an Agreement for the development of Integrated Retail Grocery Marketplace
During the year, Frugl has signed a project agreement (“Agreement”) with 1004 Gourmet
General Trading L.L.C (“1004 Gourmet”), a prominent retailer in the United Arab Emirates (“UAE”),
for the development of Integrated Retail Grocery Marketplace.
Established in 2008, 1004 Gourmet is a distinguished purveyor and distributor of a comprehensive
range of Asian groceries and culinary essentials, strategically headquartered in Dubai, UAE.
1004 Gourmet boasts an expanding retail presence across Dubai and Abu Dhabi, and diligently
serves a vast wholesale market through its dedicated HoReCa (Hotels, Restaurants, and
Catering) division. This dual approach has firmly positioned 1004 Gourmet as the premier
destination for Asian grocery commodities for both consumers and businesses in the UAE.
Under the terms of the Agreement, Frugl has agreed to design and build an integrated retail
grocery web store and mobile app with an initial timeline of 6 months. The Company does not
consider the fees payable to Frugl under the Agreement to be financially material (please refer
to the Schedule to this announcement for further details). Frugl will seek to develop its relationship
with 1004 Gourmet with a view to expanding the scope of the services.
Frugl Partners with Trienpont International Co LTD for International Expansion
During the year, Frugl has completed a strategic review and which resulted in the signing of a
Memorandum of Understanding with Trienpont International Co LTD (”Trienpont”) to enable
collaboration on joint projects in Australia and South East Asia.
Trienpont is a South East Asian based technology business specialising in Digital Transformation,
Software Development, Cloud Migrations & Integrations, and Technical Consulting and has
existing clients in Australia, Asia, and Western Europe.
Frugl and Trienpont will work together in good faith to identify potential projects and clients in the
APAC and EMEA markets that may benefit from their combined expertise in Data Analysis, Digital
Transformation, Software Development, Cloud Migrations, and Technical Consulting.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 13
DIRECTORS’ REPORT (CONTINUED)
CHANGES TO SECURITIES
During the June 2023 quarter, the Company successfully completed a placement of $1,529,699
(Placement) before costs. The Company issued a total of 191,212,401 fully paid ordinary shares
(Shares) at $0.008 per share. Proceeds from the Placement will primarily support the
commercialisation of the Frugl Market Analytics Retail Platform, expansion of the Frugl Market
platform into Asia and general working capital.
On 28 September 2022, the Company completed an Entitlement Offer that was strongly supported
by eligible shareholders, who applied for 53,142,466 new fully paid ordinary shares (“FPO Shares”),
raising approximately $531,425 (before costs), pursuant to their entitlements. In addition, the
Company also received oversubscriptions from existing eligible shareholders for 9,054,946 FPO
Shares, raising approximately $90,549 (before costs).
On 24 February 2023, the Company completed another placement, amounting to $1,725,000
before costs. This placement will issue 431,250,000 fully paid ordinary shares at a price of $0.004 per
share. Moreover, this placement Included a 1-for-2 free attaching unlisted options exercisable at
$0.01 on or before 31st December 2025. The placement was been divided into two tranches:
Tranche 1 raised $158,910 by issuing 39,727,440 shares, and Tranche 2 raised $1,566,090 by
issuing 391,522,560 shares.
Concurrently, Mr. Mathew Walker, a former director of the Company, has received shareholder
approval to convert $275,000 of outstanding debt owed to him into 68,750,000 fully paid ordinary
shares, as resolved in the General Meeting held on 24th February 2023.
FINANCIAL REVIEW
For the year ended 30 June 2023 the Group incurred a net loss of $2,280,652 (2022: $2,242,698), a
net operating cash outflow of $2,051,147 (2022: $1,916,969), has net current assets of $996,792 (2022:
net current liabilities $830,825) and net assets of $998,621 (2022: net liabilities of $824,379).
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.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 14
DIRECTORS’ REPORT (CONTINUED)
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.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 1 August 2023, the Group announced that Kenny Woo, currently a Non-Executive assumed the
position of Executive Managing Director effective from 1 August 2023.
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 (2022:
$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 | 2023 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,
Kit Weng Yip
Chairman
Perth, Western Australia this 31st day of August 2023.
FRUGL GROUP LIMITED | 2023 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 2023, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of 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
31 August 2023
N G Neill
Partner
FRUGL GROUP LIMITED | 2023 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 2023 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 2023.
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,
Kit Weng Yip
Chairman
Perth, Western Australia this 31st day of August 2023.
FRUGL GROUP LIMITED | 2023 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 2023, 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 2023 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 (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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 or 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.
Apart from the matter described in the Material Uncertainty Related to Going Concern section, we have
determined that there were no other key audit matters to be communicated in our report.
FRUGL GROUP LIMITED | 2023 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 2023, 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.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 20
− 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 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, actions taken to eliminate threats
or safeguards applied.
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
2023.
In our opinion, the Remuneration Report of Frugl Group Limited for the year ended 30 June 2023 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
31 August 2023
N G Neill
Partner
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 21
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the financial year ended 30 June 2023
Revenue from contracts with customers
Other income
R+D Tax Rebate
Government grant and subsidies
Research and development costs, materials and consultants
Directors’ fees, salaries, superannuation and consulting expenses
Depreciation and amortisation 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
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
Notes
3.1
11.3.1
2023
$
2022
$
162,257
6,002
612,724
25,000
805,983
(871,308)
(386,989)
(4,617)
(187,733)
(77,069)
(780,593)
(71,095)
(68,328)
(55,838)
(75,339)
(206,326)
(12,124)
(143,292)
(145,984)
(3,086,635)
-
(2,280,652)
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)
(2,280,652)
(2,242,698)
-
(2,280,652)
-
(2,242,698)
Loss per share from continuing operations
Basic and diluted loss per share (cents per share)
4.1
(0.005)
(0.012)
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 | 2023 ANNUAL REPORT
Page 22
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
as at 30 June 2023
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
2023
$
2022
$
1,298,006
39,440
80,736
1,418,182
73,807
82,397
63,960
220,164
1,829
1,829
1,420,011
6,446
6,446
226,610
396,301
-
25,089
421,390
421,390
294,391
700,000
56,598
1,050,989
1,050,989
998,621
(824,379)
39,373,453
52,000
(38,426,832)
998,621
35,269,801
52,000
(36,146,180)
(824,379)
7
8
9
10
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 | 2023 ANNUAL REPORT
Page 23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the financial year ended 30 June 2023
Share
Capital
$
Option Reserve
$
Accumulated Losses
$
Total
$
Balance at 1 July 2021
34,063,301
1,329,473
(35,232,955)
159,819
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
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
(2,242,698)
-
(2,242,698)
1,329,473
-
-
(36,146,180)
(2,242,698)
-
(2,242,698)
-
1,308,000
(49,500)
(824,379)
Balance at 1 July 2022
35,269,801
52,000
(36,146,180)
(824,379)
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
Shares/Options issued during the year
Share issue costs
Balance at 30 June 2023
-
-
-
4,163,797
(60,145)
39,373,453
-
-
-
-
-
52,000
(2,280,652)
-
(2,280,652)
-
-
(38,426,832)
(2,280,652)
-
(2,280,652)
4,163,797
(60,145)
998,621
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 | 2023 ANNUAL REPORT
Page 24
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 30 June 2023
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 increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect pf exchange rate changes on cash
Cash and cash equivalents at the end of the year
Notes
2023
$
2022
$
(2,877,951)
212,339
25,000
5,725
(28,984)
612,724
(2,051,147)
(2,388,684)
125,155
-
1,011
(8,472)
354,021
(1,916,969)
-
-
(10,157)
(10,157)
3,876,673
(60,145)
641,026
(1,182,250)
3,275,304
1,224,157
73,807
42
1,298,006
1,256,000
(49,500)
541,017
-
1,747,517
(179,609)
253,416
-
73,807
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 | 2023 ANNUAL REPORT
Page 25
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
for the financial year ended 30 June 2023
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 29th August 2023.
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 | 2023 ANNUAL REPORT
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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.
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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.
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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.
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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 Payment, 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.
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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.
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NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
2.11. EARNINGS PER SHARE
2.11.1. Basic earnings/loss per share
Basic earnings/loss 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/loss per share
Diluted earnings/loss 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.
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 | 2023 ANNUAL REPORT
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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 | 2023 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 2023 the Group incurred a net loss of $2,280,652 (2022: $2,242,698), has
net current assets of $996,792 (2022: net current liabilities $830,825), a net cash outflow from
operating activities amounting to $2,051,147 (2022: $1,916,969) and had cash available of
$1,298,006.
The Directors have reviewed the business outlook, cash flow forecasts and recent capital raising on
17 May 2023 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:
• 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 obtaining 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.
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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 2023
In the year ended 30 June 2023, 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 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 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 2023
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 2023.
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.
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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
2023
$
2022
$
162,257
162,257
142,827
142,827
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
Loss per share
2023
Cents Per
Share
2022
Cents Per
Share
(0.005)
(0.012)
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
2023
$
2022
$
(2,280,652)
(2,242,698)
No.
No.
Weighted average number of ordinary shares for the purposes of
basic loss per share
491,339,859
189,872,740
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.
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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
2023
$
2022
$
-
-
-
-
-
-
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% (2022: 25%)
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
2023
$
2022
$
(2,280,652)
(2,242,698)
(570,163)
(560,675)
(90,554)
(59,514)
85,014
(36,096)
575,703
656,285
-
-
The tax rate used for the 2023 year of 25% (2022: 25%) 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 $15,864,964 (2022: $13,561,431) 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%
(2022: 25%)
Other temporary differences
Unrecognised deferred tax assets relating to the above temporary
differences
37,322
54,427
3,966,241
176,520
3,390,359
59,365
4,180,083
3,504,151
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Page 37
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
6. CURRENT TRADE AND OTHER RECEIVABLES
Trade debtors
Provision for expected credit loss
Other receivables
2023
$
2022
$
27,005
-
12,435
39,440
65,505
(1,100)
17,992
82,397
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
2023
$
2022
$
137,419
20,591
238,291
396,301
252,391
22,000
20,000
294,391
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)
Repayments made (securities issued)
Balance at end of period
2023
$
700,000
641,026
20,493
62,422
(1,182,250)
(241,691)
-
2022
$
-
541,071
158,929
-
-
700,000
(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 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.On 24 February 2023, the Group issued 68,750,000 Shares to Mr Walker, to convert
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 38
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
the loan facility with Mr Walker into equity on the same terms as the Placement. The
remaining balance of the facility was paid in cash.
On 1 June 2023, the Company entered into a binding loan facility agreement (“Facility”) with Mr
Kenny Woo, a Company director, available on call. The facility has a principal amount of
$1,000,000, bears an interest rate of 8% per annum payable monthly in arrears, unsecured and
repayable on 31 May 2024. As at 30 June 2023, the Company has not made any drawn down
from this facility.
(ii)
The loan in the previous financial period 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.
9.
ISSUED CAPITAL
956,062,008 fully paid ordinary shares
(2022: 201,550,000)
9.1. FULLY PAID ORDINARY SHARES
2023
$
2022
$
39,373,453
35,269,801
Balance at beginning of year
Issued for cash - placements
Issued to supplier
Share issue costs
Balance at end of year
2023
2022
No.
201,550,000
684,659,813
69,852,195
-
956,062,008
$
35,269,801
3,876,673
287,124
(60,145)
39,373,453
No.
163,500,000
38,050,000
-
-
201,550,000
$
34,063,301
1,256,000
-
(49,500)
35,269,801
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)
Options lapsed during the year
Option reserve at end of year
2023
$
52,000
-
-
52,000
2022
$
1,329,473
52,000
(1,329,473)
52,000
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 | 2023 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(i)
Lapsed during the year
Balance at end of the year
Exercisable at end of the year
2023
2022
Number of
options
29,500,000
250,000,000
-
279,500,000
279,500,000
$
52,000
-
-
52,000
52,000
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
(i) During the year, 250,000,000 free attaching options were issued as part of a capital raising. The options are exercisable
at $0.01 on or before 31 December 2025.
11.2. SHARE OPTIONS EXERCISED DURING THE YEAR
During the year no options were converted into shares (2022: Nil).
11.3. SHARE BASED PAYMENTS
Share-based payments made during the year ended 30 June 2023 are summarised below.
11.3.1. Recognised Share-Based Payment Expense
2022
$
36,000(i)
16,000
-
52,000
(ii) 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
Shares issued to supplier
-
-
12,124
12,124
2023
$
November 2021. The options had no vesting conditions and vested immediately on issue.
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
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 2022.
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 | 2023 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%
2023
$
1,298,006
39,440
80,736
1,418,182
2022
$
73,807
82,397
63,960
220,164
2023
$
396,301
-
396,301
2022
$
294,391
700,000
994,391
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 | 2023 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
2023
Ownership
100%
100%
100%
100%
2022
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
2023
$
466,125
28,153
-
494,278
2022
$
495,500
27,950
36,000
559,450
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 | 2023 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
On 18 July 2022 and subsequently amended on 30 August 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 $2,000,000, 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 by 30 June 2023.
This facility was withdrawn and settled during the financial year ending 30 June 2023 with no
outstanding monies due to Mathew Walker.
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.
On 1 June 2023, the Company entered into a binding loan facility agreement (“Facility”) with Mr
Kenny Woo, a Company director, available on call. The facility has a principal amount of $1,000,000,
bears an interest rate of 8% per annum payable monthly in arrears, unsecured and repayable on
31 May 2024.
FRUGL GROUP LIMITED | 2023 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
Movements in working capital
(Increase)/ decrease in trade and other receivables
(Decrease) in trade and other payables (incl. provisions)
(Increase)/decrease in other assets
Net cash used in operating activities
2023
$
2022
$
(2,280,652)
(2,242,698)
4,617
115,376
12,124
(2,148,535)
42,957
70,401
(15,970)
(2,051,147)
3,969
159,991
52,000
(2,026,738)
(47,089)
156,858
-
(1,916,969)
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
1,298,006
73,807
Non-cash financing activities
During the year, the Company settled its borrowings of $241,691 by issuing shares. These shares have
been valued at their fair market value at the date of issue and have been used to settle the
borrowings accordingly. For more details on the nature and terms of these borrowings, please refer
to Note 8.
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) with one
month termination notice.
Other commitments
Monthly amount
Within 12 months
Total
2023
Corporate Fees
2022
Corporate Fees
10,000
-
10,000
10,000
120,000
120,000
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
18. REMUNERATION OF AUDITORS
The auditor of Frugl Group Limited is HLB Mann Judd.
Audit and review of the financial statements – HLB Mann Judd
19. SEGMENT INFORMATION
2023
$
44,561
2022
$
32,812
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 1 August 2023, the Group announced that Kenny Woo, currently a Non-Executive assumed the
position of Executive Managing Director effective from 1 August 2023.
FRUGL GROUP LIMITED | 2023 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)
2023
$
2022
$
1,258,980
14,003
1,272,983
1,272,983
221,788
20,053
241,841
69,533
11,417
80,950
80,950
54,632
27,342
81,974
-
-
241,841
1,031,142
700,000
700,000
781,974
(701,024)
39,373,453
52,000
(38,394,311)
1,031,142
35,269,801
52,000
(36,022,825)
(701,024)
Statement of profit or loss and other comprehensive income
Net loss and comprehensive loss
(2,371,486)
(781,750)
FRUGL GROUP LIMITED | 2023 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 956,062,008 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
201,550,000
754,512,008
956,062,008
At the date of this report there are 279,500,000 unissued ordinary shares in respect of which options
are outstanding.
The balance is comprised of the following:
Number of options
29,500,000
250,000,000
Expiry date
20 July 2024
31 December 2025
Exercise price (cents)
$0.10
$0.01
Listed/Unlisted
Listed
Unlisted
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 26 AUGUST 2023
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - > 100,001
Total
Total Holders
45
33
14
189
166
447
Units % Issued Capital
0.00%
0.01%
0.01%
1.16%
98.82%
100.00%
10,388
81,728
118,934
11,084,264
944,766,694
956,062,008
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 48
ADDITIONAL SHAREHOLDERS’ INFORMATION
UNMARKETABLE PARCELS AS AT 26 AUGUST 2023
$500.00 parcel at $0.015
Minimum parcel
size
33,333
Holders
127
Units
950,163
TOP 20 HOLDERS OF ORDINARY SHARES AS AT 26 AUGUST 2023
HOLDER NAME
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
#
1
2 GREAT SOUTHERN FLOUR MILLS PTY LTD
3 MS ALICIA LI SHIA LEW
4
5 OCEAN WIND DEVELOPMENTS LIMITED
6
TRUE GAIN ENTERPRISES LIMITED
THE TRUST COMPANY (AUSTRALIA) LIMITED
7
8
RICKTAKE DEVELOPMENT LIMITED
STATION NOMINEES PTY LTD
SHARP ALLY INTERNATIONAL LIMITED
PROFESSIONAL PAYMENT SERVICES PTY LTD
9
10 CELTIC CAPITAL PTY LTD
11 AZURE GLOBAL GROUP LIMITED
12 MR WAI LEONG SIEW
13 MR JONATHAN MARK WILD
14
15 MR ROBERT GREGORY LOOBY
15 MS LOW BEE LING
16 MR HEE SIANG LAU
17
18 MR MARCUS TAN
19
STANDARD PASTORAL COMPANY PTY LTD
TERRITORY TRADING GROUP PTY LTD
Units
300,140,476
%
31.39%
128,750,000
13.47%
50,000,000
47,021,988
46,874,038
46,369,007
45,412,944
41,500,000
32,556,412
25,000,000
20,000,000
16,164,740
12,500,000
11,850,000
9,650,000
9,233,610
8,063,967
5,750,000
5,347,300
5,251,941
5.23%
4.92%
4.90%
4.85%
4.75%
4.34%
3.41%
2.61%
2.09%
1.69%
1.31%
1.24%
1.01%
0.97%
0.84%
0.60%
0.56%
0.55%
Total of Top 20 Holders of ORDINARY SHARES
867,436,423
90.73%
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 49
ADDITIONAL SHAREHOLDERS’ INFORMATION
TOP 20 HOLDERS OF QUOTED OPTIONS AS AT 26 AUGUST 2023
#
HOLDER NAME
1
2
3
3
4
5
6
7
8
MR SEAN PAUL SMITH
ALISTAIR MCCALL
MR JONATHAN MARK WILD
MR ROBERT GREGORY LOOBY
MR PRADEEP RAGHAVAN
STATION NOMINEES PTY LTD
MR JIE WANG
SUNSET CAPITAL MANAGEMENT PTY LTD
MRS HETAL SANGHAVI
RIMOYNE PTY LTD
9
10 MR ARJUNAN SUNDARAMOORTHY
11 MRS KAVEENAR SAMUELL
12
BEACHCOVE CAPITAL PTE LTD
13
GAZUMP RESOURCES PTY LTD
Units
6,000,000
4,000,000
3,000,000
3,000,000
2,700,000
1,280,000
1,210,000
1,136,091
1,000,000
880,000
504,000
458,786
400,000
391,123
14 MR MARIO DI LALLO & MRS ALISON VALERIE DI LALLO
CELTIC CAPITAL PTY LTD
14 MR PAUL SIMON DONGRAY
15
CHAMPAGNE CAPITAL PTY LTD
15 MR ALEXANDER LEWIT
15
15 MR MD AKRAM UDDIN
16 MR KANAK SHRIKRISHNA SAHASRABUDHE
16
16 MS MARIA SUZANNE MORALES
16 MS PAYAL SRIVASTAVA
16 MR IAN PRENTICE & MRS TRACEY GAY PRENTICE
A/C>
16 MR GAURAV DANI
16 MR PRADEEP RAGHAVAN
16
16 MR SHAISHAV PATEL
16
JAINSON FAMILY PTY LTD
SPENTIAL SMSF PTY LTD
JAYVEE INVESTMENTS PTY LTD
16
17 MR KAPLESHKUMAR NATVARLAL SHAH
17 MRS SHILPA SARAF
18
NAVDEEP KAUR GILL
18
SIMERAN KAUR CHEEMA
18 MR HARPREET SINGH CHEEMA
18
SATPAL SINGH GILL
19 MS ANNABELLE SHAMIR
19 MISS CHUNG MAN LAU
19
EVERBLU CAPITAL PTY LTD
19 MS ANGELA MARIA GIUSTI
19
10 BAY STREET PTY LIMITED
19 MS BOZENA RAWICKA
300,000
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
%
20.34%
13.56%
10.17%
10.17%
9.15%
4.34%
4.10%
3.85%
3.39%
2.98%
1.71%
1.56%
1.36%
1.33%
1.02%
1.02%
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%
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 50
ADDITIONAL SHAREHOLDERS’ INFORMATION
HOLDER NAME
#
19 MR JOHN RAWICKI
19 MR ALVIN BLUMENTHAL
19
19 MR YOGENDRA BHANDARI
19
RAT CONSULTING PTY LTD
40,000
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED 40,000
40,000
JKR SUPER PTY LTD
SUBURBAN HOLDINGS PTY LTD
KAVYA GLOBAL NETWORK AUSTRALIA PTY LTD
19
19
19
SABRELINE PTY LTD
19
19 MR ANTONIO SACCO
19 MR NICHOLAS JAMES KELSO
19
LANDPATH PTY LTD
Units
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
0.14%
Total of Top 20 Holders of QUOTED OPTIONS
29,500,000
100%
FRUGL GROUP LIMITED | 2023 ANNUAL REPORT
Page 51