MySale Group Plc
Company Number 115584 (Jersey)
Annual report and financial statements - 30 June 2021
MySale Group Plc
Contents
30 June 2021
1
Corporate directory
2
Strategic report
23
Directors' remuneration report
24
Directors' report
28
Directors' responsibilities statement
31
Independent auditor's report to the members of MySale Group Plc
32
Statement of profit or loss and other comprehensive income
38
Balance sheet
39
Statement of changes in equity
41
Statement of cash flows
42
Notes to the financial statements
43
MySale Group Plc
Corporate directory
30 June 2021
2
Directors
Carl Jackson – Executive Chairman
Kalman Polak – Executive Director and Chief Executive Officer
Mats Weiss - Executive Director and Chief Financial and Operations Officer
Charles Butler – Senior Independent Director
Dow Famulak- Independent Non-Executive Director
Wally Muhieddine - Independent Non-Executive Director
Head office
Suite 2, Level 2, 122-126 Old Pittwater Road, Brookvale, NSW 2100, Australia
Company secretary
Almond + Company Limited, Core Building, 30 Brown Street, Manchester, M2 1DH,
United Kingdom
Company number
115584 (Jersey)
Registered office
Ogier House, The Esplanade, 44 Esplanade Street. Helier, JE4 9WG, Jersey
Principal place of business
Suite 2, Level 2, 122-126 Old Pittwater Road, Brookvale, NSW 2100, Australia
Independent Auditor
BDO LLP, 55 Baker Street, London, W1U 7EU, United Kingdom
Solicitors
Clayton Utz, Level 15, 1 Bligh Street, Sydney, NSW 2000, Australia
Ogier, Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey
Travel Smith, 10 Snow Hill, London, EC1A 2AL, United Kingdom
Website
www.mysalegroup.com
Nominated advisor and broker
N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX, United Kingdom
Company registrars
Registrars and Transfer Agents
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands, B62 8HD, United Kingdom
MySale Group Plc
Strategic report
30 June 2021
3
This Strategic report for MySale Group Plc (‘MySale’ or the ‘Company’) and its subsidiaries (collectively referred to as the
‘Group’) is set out under the following main headings:
1. Financial and operating highlights
2. Senior Independent Directors statement
3. Review of operations by the Chief Executive Officer
4. Review of operations by the Chief Financial Officer
5. Principal risks and uncertainties
6. Corporate social responsibilities
7. People
8. Corporate governance
Cautionary statement regarding forward looking statements
This document contains certain forward-looking statements. These forward-looking statements include matters that are not
historical facts or are statements regarding the Company’s intentions, beliefs or current expectations concerning, among other
things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies, and the industries in which
the Group operates. Forward-looking statements are based on the information available to the directors at the time of
preparation of this document and will not be updated subsequent to the issued of this document. The directors can give no
assurance that these expectations will prove to be correct. Due to inherent uncertainties, including both economic and
business risk factors underlying such forward-looking information, actual results may differ materially from those expressed or
implied by these forward-looking statements.
MySale Group Plc
Strategic report
30 June 2021
4
1. Financial and operating highlights
Significant strategic and operational progress. Return to underlying profitability and well positioned for strong
growth in FY22
MySale Group plc (AIM: MYSL) (the "Group''), a leading international online retailer, is pleased to announce its audited final
results for the year to 30 June 2021.
Commenting on the results, Carl Jackson, Chief Executive Officer, said:
‘’It has been a year of significant strategic and operational progress, with a return to underlying profitability, leaving us well
positioned for strong growth in FY22. The successful capital raise has allowed us to accelerate the transformation of the business,
which is now focused on scaling our unique, value marketplace platform by being the partner of choice to more brands who want
access to over three million customers. For our international suppliers, the platform also provides a counter seasonal solution
for their excess fashion inventory.
“There are a number of opportunities ahead, both in our core apparel category, but also across beauty and homewares. The
appointment of Kalman Polak as CEO and a strengthened leadership team will help accelerate our progress and we are already
seeing momentum continuing into the current financial year, with Gross Merchandise Value in the first quarter over 50% ahead
of the prior year period. Underpinned by a right sized cost base and a positive cash position, we therefore look forward with
confidence.”
I am pleased to report that our successful completion of the strategic initiatives outlined in June 2019 has resulted in the Group
delivering an underlying EBITDA1 of A$4.2m. (FY20: loss of A$2.7million)
We have made significant changes to the leadership team which has delivered immediate results, particular in the Group’s
marketplace platform, which has scaled rapidly in the later part of the year with the addition of over 200 new sellers. Looking
forward, we will continue to scale at pace the number of marketplace sellers, invest in the proprietary platform and further
strengthen the management team, underpinning future growth.
We have delivered improvements in gross margin as we increase our own-stock inventory channel, adopting a “test and repeat”
strategy. We have also maintained strict control of our cost base and anticipate further operational efficiencies as we continue
to scale the business”
During the year we raised A$9.3m from entities associated with both founders as well as the former CEO of Catch.com.au.
Year to 30 June (A$ million)
2021
2020
Variance
Statutory Revenue
A$117.9
A$131.0
-10.0%
Gross Merchandise Value (GMV)2
A$125.4
A$131.0
-4.3%
Gross Profit
A$46.4
A$43.9
5.7%
Underlying EBITDA1
A$4.2
A$(2.7)
255.6%
Reported loss before tax
A$(5.4)
A$(3.4)
-58.8%
Highlights
•
Materially improved underlying profitability and strong operational performance with Group underlying EBITDA of
A$4.2m ahead of market expectations, an improvement of A$6.9m from the A$2.7m loss in FY20.
•
Gross profit increased to A$46.4m (FY20: A$43.9m).
•
Raised A$9.3m from entities associated with both founders as well as the former CEO of Catch.com.au.
•
Cash position of $A9.2m (FY20: A$6.7m).
1 Underlying EBITDA is calculated as EBITDA adjusted for certain items including impairment losses/reversals related to goodwill and
receivables, share-based payments, reorganisation costs, debt forgiveness, one-off cost and unrealised foreign exchange loss/gain. Refer
to note 6 for reconciliation to reported loss.
2 Gross merchandise value is total sales volume transacting through the platform (retail and marketplace).
MySale Group Plc
Strategic report
30 June 2021
5
Progress against strategic initiatives
Through the year we have maintained a laser sharp focus on delivering our ANZ First Strategy focused on the
simplification of the business and developing our proprietary Marketplace Platform offering our suppliers clearly
differentiated solutions.
Exceptional progress made with scaling our value marketplace with over 200 brand suppliers launched onto the new
platform with significant new business and revenue momentum continuing into FY22.
Successfully scaled the new own higher margin stock channel providing access to brands inventory that may not be
available through other channels.
Whilst we are focused on operating an Inventory Light Marketplace Platform, our own stock channel is a very important
strategic pillar as it provides us access to brands’ inventory that may not be available through other channels.
Post financial year end
Recruited Kalman Polak as Chief Executive Officer.
Further progress in scaling marketplace offering, with brand suppliers increasing by over 30% to over 300.
Recruited a new Marketplace team, based in Melbourne, with deep industry knowledge.
Current Trading and Outlook
Continued positive trading momentum in Q1 FY22, with GMV over 50% ahead Q1 FY21. We continue to focus on driving
our marketplace offering which is expected to increase significantly in FY22, to become the Group’s largest channel
underpinned by also tactically scaling the higher margin, own stock channel. The Group’s Gross profit is also approximately
15% ahead in Q1 FY22, compared to Q1, FY21.
MySale Group Plc
Strategic report
30 June 2021
6
2. Senior Independent Directors statement
Introduction
I am pleased with the Group’s achievements over the past financial year. We have done what we said we would do, and have
repositioned the business to be an inventory light platform for domestic and international brands to reach customers in ANZ. The
business has returned to positive underlying EBITDA, with the marketplace platform sitting at the heart of the new strategy
starting. This focus was already beginning to deliver in FY21 and we have seen an acceleration into FY22 current trading.
Our ambition is to be the partner of choice, allowing brands to access our curated value marketplace and giving them the
opportunity to access over 3 million customers. For our international suppliers it provides a counter seasonal solution for their
excess fashion inventory.
Market Opportunity2
The market opportunity for MySale remains as exciting as ever. For example, online retail penetration in Australia increased to
11.3% in 2021, up from 8.6% in 2020, reflecting the ongoing migration of retail expenditure to the online channel. Despite this
increase, it is still lagging the UK (28%) and US (20%). In our largest market, Australia, online clothing & footwear retail sales
were estimated at approximately A$5 billion in 2020, 21% of total clothing & footwear retail sales. This is forecast to increase to
approximately $10 billion or 35.9% of retail sales by 2024.
Furthermore, the value segment is anticipated to continue to out-perform the broader clothing & footwear market. Research
conducted amongst global fashion industry executives indicated that 36% expect conditions in the value segment to improve in
2021 relative to 2020, compared to 22% in the mid-market and 31% in the luxury segments.3
There are also categories beyond clothing & footwear, which bring opportunities for the business. As we scale the marketplace,
we see an opportunity to access the homeware category, providing significant long term growth opportunities. In Australia,
Furniture & Homewares online penetration is 5.1% in 2019, significantly behind the UK (16.6%) and US (15.2%).
Board Changes
Subsequent to the year-end, I am delighted to confirm the appointment of Kalman Polak as Chief Executive Officer. His extensive
E-commerce experience gained at Catch.com.au will be invaluable supporting the acceleration of the ‘ANZ First’ strategy
underpinned by growing our unique marketplace platform.
Carl Jackson has become Executive Chairman remaining with the business supporting Kalman to ensure a smooth and orderly
transition.as an Executive Director.
I will remain on the board as a Senior Non-Executive Director whilst the business explores an ASX listing.
We have significantly strengthened our leadership team during the year and I believe we now have the right, highly motivated
team to build upon the strong start we have made with the new strategy and take it to the next level.
Outlook
Whilst there is a positive story behind the FY21 financial performance, it is only just the start. The building blocks are now in
place to drive long term shareholder value and I am pleased to see this positive momentum continuing into FY22 with strong
year on year revenue and margin growth.
Charles Butler
Senior
Independent
Director
04 October 2021
2 Online retail market report by Frost & Sullivan
MySale Group Plc
Strategic report
30 June 2021
7
3. Review of operations by the Chief Executive Officer
Significant strategic, financial, and operational progress. Well, positioned for strong growth in FY22
It has been a year of unprecedented change, but also a year of significant, operational and financial progress. I would like to
personally thank our loyal customers and suppliers, our dedicated team members, the Leadership team and Board members for
their resilience and support throughout.
The collective efforts of the MySale team and the repositioning of the business have culminated in the business returning to
profitability delivering underlying EBITDA4 of A$4.2 million, ahead of market expectations, an improvement of A$6.9 million from
the A$2.7 million loss in FY20.
The business is debt free with cash of A$9.2m (2020 – A$6.7m).
These results, however, do not yet fully reflect the benefits of our progress against our strategic plan.
Throughout the year we have maintained a laser sharp focus on delivering our ANZ First Strategy with the first six months
predominantly focused on the continuation of our cost savings program, simplifying the business and improving gross profit
through select own stock purchases whilst developing our proprietary Inventory Light Marketplace Platform which allows us to
offer our suppliers clearly differentiated solutions.
As we entered the second half, we accelerated the pace of change strengthening the senior management team and scaling the
marketplace platform significantly. During the year we raised A$9.3m from entities associated with both founders as well as the
former CEO of Catch.com.au.
During the fourth quarter we began to see the material benefits of both our operational changes and the investments made. This
gave a new, simplified rhythm to day-to-day operations, as the business shifted to scaling its marketplace revenue underpinned
by growing the higher margin own stock channel.
Today, MySale is a simplified business focusing on customers, suppliers and cash generation. Whilst it is pleasing to see the
benefits of the delivery against our strategy, we are not complacent about this.
The leadership team has been evolving the strategy to ensure we are well placed to seize the opportunities presented by the
long-term online structural shifts which have accelerated in the last 18 months. We remain committed to delivering the ANZ First
Strategy at the same time will harness the growing contribution from our marketplace channel. We believe these changes will
stick and that we are well placed to benefit as we continually improve our customer experience.
Progress against strategic initiatives
ANZ First Strategy
The key pillars of the Australia New Zealand “ANZ” First Strategy are:
1. Source international brands to sell in ANZ
2. Source local ANZ brands to sell in ANZ
3. Marketing spend prioritised to ANZ region
4. Key personnel located in ANZ
Our focus is to be the leading value apparel, beauty and homewares curated Marketplace Platform offering solutions for our
suppliers’ excess inventory. Over 80% (FY20: 82%) of our revenue was generated from third party suppliers (3P) where we take
no inventory risk.
MYSALE's three key inventory solutions connecting customers with products are:
3P: Marketplace: Sellers, offer inventory on MYSALE’s websites and apps through MYSALE's marketplace solution at
prices determined by the seller. Customers contract to purchase goods directly with the sellers. The sellers then receive
the sale price for sold goods, less a commission charged by MYSALE for facilitating the transaction. The seller ships the
stock directly to the customer. MYSALE does not take ownership or possession of offered products so as a result takes
no inventory risk.
4 Underlying EBITDA is calculated as EBITDA adjusted for certain items including impairment losses/reversals related to goodwill and
receivables, share-based payments, and unrealised foreign exchange loss/gain. Refer to note 6 for reconciliation to reported loss.
MySale Group Plc
Strategic report
30 June 2021
8
3P: Order After Sale: MYSALE runs promotions to sell inventory on its websites and apps. Orders are placed with
MYSALE by customers in advance of MYSALE purchasing the inventory from its brand suppliers. Once an order is
received by MYSALE, the brand supplier delivers the stock to MYSALE’s warehouse and MYSALE delivers the order to
customers. MYSALE faces low inventory risks under this solution as it only purchases inventory from brand supplier
after a customer has ordered the product from MYSALE.
1P: Own Stock: MYSALE selectively purchases inventory from brand supplier, in advance, storing the inventory in its
warehouse, and offers the products for sale through its websites and apps at prices determined by MYSALE. MYSALE
receives the proceeds of sales of own stock and delivers it directly to customers. MYSALE takes inventory risk on excess
or slow moving stock and on returns
MYSALE also offers a 3P consignment solution (where brand suppliers deliver inventory to MYSALE for sale by MYSALE on
behalf of the brand supplier through MYSALE's websites and apps) (FY21:A$4.9m, FY20: A$7.0m) and a 3P "dropship" solution
(where customers purchase goods (from MYSALE) which are offered on its website and apps, but not actually owned or held by
MYSALE, with those goods then being delivered by the brand supplier directly to the customer) (FY21:A$20.1m, FY20:
A$28.7m).
Marketplace and Order After Sale operate a negative working capital model as we are able to generate cash by selling products
to customers before we have to pay suppliers.
The balance of the revenues are from our higher margin own stock channel where there is a focus on buying width not depth
and operating a “test and repeat” strategy. This channel represented 17.2% of sales (FY20: Nil) and is forecast to continue to
scale in FY22 operating on stock turn of seven times.
Strengthened Leadership Team
In addition to the Board Changes outlined in the Senior Independent Directors statement, including the appointment of Kalman
as CEO, we have strengthened the leadership team and restructured the business creating a new marketplace team, based in
Melbourne, with deep industry knowledge. We are confident that these significant hires and dedicated expert resource will
facilitate an acceleration of a range of strategic and operational actions aligned to our core values.
Right Sized Cost Base
FY21 reflected the progress we have made in executing our ANZ First Strategy, including significantly reducing our cost base.
We now have the right cost base to support this strategy which requires less direct costs primarily as a result of the growth in
the marketplace seller program where our suppliers sell directly to customers.
This represents the substantial completion of the cost reduction program announced as part of the Group refinancing and
repositioning in August 2019.
We have a flexible cost structure, with fixed costs as a percentage of sales stable at 11.6% in FY21 (FY20:11.3%) that has and
will allow us to deliver operational leverage as we scale revenue.
Marketplace Growth (3P)
Our customers are looking for the most comprehensive value fashion, beauty, and homeware assortment. Over the last six
months we have taken major steps forward in scaling the marketplace seller program by allowing our suppliers to leverage and
access our proprietary platform.
The Marketplace allows us to scale an Endless Aisle providing our customers access to adjacent and new categories that drive
deeper engagement and long-term loyalty.
There are already over 200 brand suppliers launched onto our new marketplace seller platform (FY20: Nil) promoting over one
million SKUs with significant opportunities for revenue growth underpinned by improving margins as we continue to scale the
fashion suppliers both domestically and internationally.
We are also very excited by the opportunity that the New Zealand market offers our Australian suppliers, having launched in
2010 we have an established and exciting business that represents a significant growth opportunity for our marketplace suppliers.
MySale Group Plc
Strategic report
30 June 2021
9
Own Stock Channel (1P)
Whilst we are focused on operating an Inventory Light Marketplace Platform, our own stock channel is a very important strategic
pillar as it provides us access to brands inventory that may not be available through other channels.
Committing to our suppliers inventory represent a key success criterion in establishing long term relationships. It allows us access
great brands and whilst we to take an inventory position, the channel delivers a higher margin.
As an Inventory Light Marketplace Platform, it is about buying width not depth and operating a “test and repeat strategy”
The MySale Way
Last year we announced the launch of the MySale Way, a new purpose for the Group that was encapsulated in the following
core principles: Customer and Suppliers First; Entrepreneurial Thinking; Opportunities not Problems, Earn trust, Keep it Simple
and Operate at Pace.
We aim to embed the MySale Way within the organization, to build a company culture to operate at pace and think bigger putting
our Customer and Suppliers First.
There has been great progress with our customer satisfaction scores with over 10,000 4 and 5-Star reviews increasing our Trust
Pilot score to 4.1 (FY20: 1.2). In parallel, we have materially improved our same day dispatch and continue to be very disciplined
with our suppliers as we continue to increase the focus on the customer experience.
COVID-19
COVID-19 has presented both challenges and opportunities for online retailers and MYSALE is no exception. Despite the
statewide lockdowns in Australia and New Zealand during FY21 we did not experience any major business disruption. There
have been operational challenges including the supply of inventory and reliability of international shipping which we have
successfully navigated due to the flexibility of our business model and scaling the number of marketplace sellers using our online
platform.
For our employees, COVID-19 has enabled us to review our workplace flexibility with colleagues who are able to work from
home are doing so. Where this is not possible, we have put in place social distancing protocols for our office and warehouse
team. It has also allowed us to accelerate the recruitment of a new marketplace team in Melbourne and continue to evaluate
which roles can be relocated overseas.
Modern Slavery
We are committed to maintaining the highest ethical standards and seek to partner with suppliers that share our commitment to
excellence and to operating with integrity. The board of directors have approved the Modern Slavery Statement pursuant to the
Modern Slavery Act 2018 for the financial year ended 30th June 2021.
Diversity & Inclusion
We are proud to foster a culture of talented individuals from a diverse range of backgrounds and cultures spanning across all
our departments and geographical locations. We continue to focus on the objective of being a diverse and inclusive culture,
embracing our employee’s individual and personal attributes that make up the MySale Way.
Current Trading and Future Outlook
There is no doubt COVID-19 pandemic has and continues to change the global retail industry, with an acceleration in the
structural shift to online. We believe that much of this channel switch will be permanent and we are well paced to take advantage
of these changes.
Cumulatively, over three million unique customers have used our websites to discover branded fashion, beauty, and homeware
products at enviable prices, we have a core base of highly valuable customers with improving underlying metrics and are at an
inflection point in our journey.
MySale Group Plc
Strategic report
30 June 2021
10
We are now taking a more dynamic trading stance, reflecting the step change in the number of suppliers integrated onto our
curated marketplace platform with refreshed branding and increased and more efficient marketing spend.
Entering FY22, the positive trajectory we saw in Q4 has continued, with our strategies gaining traction and the new team
achieving an operational rhythm that has delivered strong year on year revenue and margin growth. Whilst we are cognisant of
the ongoing impact of COVID-19, state lockdowns and vaccine rollout, we continue to expect an acceleration in growth with the
main revenue driver being the marketplace channel underpinned by increasing the higher margin own stock channel.
In terms of strategic priorities for the coming year, we will accelerate the investment in our technology, user experience, search
capability and delivery solutions as we expand the curated Inventory Light Marketplace Platform adding new categories that will
drive frequency and increase our share of wallet. In turn, this will accelerate the flywheel effect of offering more choice, driving
more traffic, and delivering operational leverage that will deliver incremental revenue and margin that will flow through to the
bottom line.
Whilst our near-term and absolute focus is an ANZ First Strategy there is potential to complement our existing geographical
footprint by expanding our existing foothold in Singapore. Whilst these are not core to the growth strategy, and we are being
cautious in our deployment of resource, they offer optionality in the future.
We continue to evaluate the potential listing of the Group on the ASX in FY22. As a result, we will also be looking to broaden
and strengthen the board.
In closing, we remain committed to supporting our suppliers grow their business providing them with diversified solutions for their
excess inventory quickly and efficiently.
There remains a significant growth opportunity for MySale, the business has stabilised, and we will continue to accelerate the
ANZ First Strategy and embrace opportunities aligned to this strategy.
Carl Jackson
Executive Chairman
04 October 2021
MySale Group Plc
Strategic report
30 June 2021
11
4.
Financial review by the Chief Financial Officer
We have made good progress against the ANZ First Strategy fixing our financial foundations and whilst there was a decline in
revenues as we focussed on the quality of revenue, as outlined in the FY19 strategic review, this was offset by a reduction in
the cost base and improved gross profit resulting in the Group trading ahead of management expectations delivering an
underlying EBITDA of A$4.2 million an improvement of A$6.9 million from the A$2.7 million loss in FY20.
Looking forward, it is important we mitigate the shift in revenue between online sales and marketplace and whilst not a statutory
measure under IFRS, management considers Gross Merchandise Value (GMV) 5and Underlying EBITDA6 as key performance
indicators for assessing the underlying operating performance of the business.
Products sold through our marketplace have lower gross margins but very high contribution to the bottom line as we do not take
any inventory risk or operational responsibility. Reported revenue from the sale of these products is significantly lower. As we
scale the marketplace this will result in a shift in the proportion of sales to marketplace and would lead to a decrease in revenue7
as a percentage of GMV, but an increase in gross margin.
The underlying EBITDA improvement was driven primarily by an improvement in the gross margin and lower associated costs
that resulted in an improvement in the cost base to sales ratio that will continue to improve as we scale the business.
What the headline figures don’t show is what we have done this year to improve the balance sheet, improve liquidity and
profitability which will be further explained below.
Following the successful capital raise of A$9.3 million from entities associated with both founders as well as the former CEO of
Catch.com.au our balance sheet is now in a better position compared to June 2020.
Statutory Revenue and Gross Merchandise Value (GMV)
For the year ended 30 June 2021, Gross Merchandise Revenue (GMV) and Statutory Revenue decreased by 4.3% and 10.0%
respectively in line with management expectations.
5 Gross merchandise value is total sales volume transacting through the platform (retail and marketplace).
6 Underlying EBITDA is calculated as EBITDA adjusted for certain items including impairment losses/reversals related to goodwill and
receivables, share-based payments, and unrealised foreign exchange loss/gain. Refer to note 6 for reconciliation to reported loss.
7 As set out in the revenue recognition policy in Note 2, only commission portion from Marketplace Seller program is recognised as
revenue not full transaction value.
MySale Group Plc
Strategic report
30 June 2021
12
As part of the FY19 strategic review and ANZ First Strategy we announced that we were exiting all aged non-core inventory. In
FY21 non-core revenue8 was A$3.4 million representing a year-on-year reduction of 86% (FY20: A$23.8 million).
By successfully exiting the non-core aged inventory it has not only generated free cash flow but also had significant operational
benefits including creating additional warehouse space and reducing operational complexity.
In parallel we have successfully developed our new Own Stock channel, which achieved revenues of A$21.6 million representing
17.2% of statutory revenue in FY21 (FY20: nil).
Inventory levels increased to A$5.5 million (FY20: A$2.8million) as we executed our strategy of increasing the amount of higher
margin own stock focussing on buying width not depth and adopting a test and repeat strategy.
The table below provide further information on the breakdown of GMV.
3P GMV declined by A$15.4 million to A$91.8 million (FY20: A$107.2million) as we shifted GMV to the core 1P channel and
marketplace.
The financial results do not represent the progress made in the launch of the new marketplace channel which delivered GMV of
A$8.6 million and statutory revenue of A$1.0 million, in FY21 (FY20: nil). As we scale the business the marketplace channel will
take a larger share of overall GMV, however it will not show comparative growth in statutory revenue as it is presented net of
costs, on a commission basis.
We continued to execute towards our ANZ First Strategy, growing our ANZ share of overall revenue.
8 Core Revenue: Revenues excluding revenue from legacy inventory
Non-core revenue: Revenue from legacy inventory, inventory purchase on and before 30 June 2019
2021
2020
Core Gross Merchandise Value
$122.0
$107.2
Non-core Gross Merchandise Value
$3.4
$23.8
TOTAL
$125.4
$131.0
Gross Merchandise Value Breakdown
2021
2020
1P Revenue
$25.0
$23.8
Core Revenue
$21.6
$0.0
Non-Core revenue
$3.4
$23.8
3P Revenue
$91.8
$107.2
Marketplace
$8.6
$0.0
TOTAL
$125.4
$131.0
2021
2020
ANZ
$110.8
$118.1
Asia
$7.1
$12.9
TOTAL
$117.9
$131.0
MySale Group Plc
Strategic report
30 June 2021
13
Gross Profit and Gross Margin
Gross profit for FY21 increased to A$46.4 million (FY20: A$44.0 million).
One of the key drivers was the strong performance of the high margin new Own Stock channel that increased revenues to
A$21.6m (FY20: nil) representing 17.2% (FY20: nil) of revenue.
Gross margin has increased in FY21 to 39.4% (FY20: 33.5%) as the share of revenue from new Own Stock increase from nil to
17.2%
Inventories
Inventories increased to A$5.5 million (FY20: A$2.8 million) as we executed our strategy of increasing the amount of higher
margin own stock.
Stock Turn is 17 times this year (FY20: 9 times).
Cash
Cash and cash equivalents increased to A$9.2 million (FY20: A$6.7 million) with the Group operating on a debt free basis.
During the FY21 the group raised A$9.3 million from entities associated with both founders as well as the former CEO of
Catch.Com.au. Furthermore, we have continued to invest in the growth of the new Own Stock channel with a closing inventory
of A$4.2 million.
Operating Expenses
As part of our ANZ First Strategy our cost reduction programme took an annualised A$4.4 million out of our cost base9. Whilst
there are always further cost saving opportunities, we now have the right balance between fixed and variable costs that will allow
us to scale delivering operational leverage.
Fixed Costs have reduced to A$13.6million (FY20: A$14.8 million) representing 11.6% of sales. Variable costs are stable and
aligned to revenue although we anticipate further improvements in the operational and marketing efficiencies
We now have the right size cost base that will ensure we deliver operational leverage as we as we scale the marketplace.
Profit/Loss Before Tax
The reported loss before tax for the year is A$5.4 million (FY20: A$3.4 million loss). This reported loss is after the inclusion of
one-off and non-cash items such as adjustments of deferred tax assets, depreciation, and one-off costs.
Profit/loss after tax and earnings per share
The reported loss after tax for the year is A$8.4 million (FY20: A$3.6 million loss). This reported loss is after the inclusion of a
number of one-off and non-cash items which are shown in more detail below and in note 6 to the financial statements in order
to provide greater insight as to the underlying profitability of the Group.
Note 31 to the financial statements shows the detailed calculations of basic loss per share for the financial year which after tax
was 0.96 cents per share loss (FY20: 0.53 cents loss) and was 0.50 cents profit (FY20: 0.41 cents loss) on underlying EBITDA.
9 Cost base is the different between gross profit and underlying EBITDA
MySale Group Plc
Strategic report
30 June 2021
14
Taxation
The group has recorded a tax expense of A$3.1 million for the year (FY20: A$0.2 million). Further detail of the tax expenses is
provided in note 9 to the financial statements. The Group has A$109.3 million (FY20: A$103.6 million) of carried forward tax
losses that may be available to use for further offset. A deferred tax asset is only recorded where it is probable that these losses
will be recoverable. Included within the FY21 is an expense of A$3.8m, related to the non-cash write off of deferred tax assets
previously recognised. This is due to the consideration of a number of factors that determine the potential recoverability of the
underlying deferred tax asset, including historical performance and the inherent uncertainty over future profitability over an
extended period beyond two years
Net Assets
During FY21 we have improved our current asset position by A$5.2 million which due primarily to an increase in cash and cash
equivalent (A$2.5 million) and a reduction in trade and other payable (A$-4.7 million) which was off-set by an increase in
inventories (A$2.8 million)
Working Capital
The Group’s closing cash balance was A$9.2 million (FY20: A$6.7 million) and is debt free with no bank or trade borrowings.
In FY21 our net cash position has improved as a result of raising additional capital, but also by successfully reducing our aged
non-core inventory and further decreasing our cost base by A$4.4 million.
During FY21 the group raised A$9.3 million from entities associated with both founders as well as the former CEO of
Catch.com.au.
Total capital expenditure was A$1.4 million (FY20: A$2.6 million) as we focused on benefiting from the historical investment
made in the technology platform and prioritizing the development projects in line with the business priorities.
We continue to invest in the growth of the new own stock channel with closing inventory A$4.2 million.
The table below provide further information to the cash movement for the year.
Banking Facilities
Subsequent to the refinancing the Group is debt free and no longer relying on overdraft financing to support the business
operations. The sell down of aged non-core inventory and the transition to an inventory light business model has reduced the
overall reliance on external financing to support inventories and other working capital requirements.
MySale Group Plc
Strategic report
30 June 2021
15
Going Concern Statement
The consolidated financial statements have been prepared on a going concern basis. The Directors have prepared a going
concern assessment covering the 12-month period from the signing of these financial statements, which demonstrates that the
Group is capable of continuing to operate as a going concern. The Directors assessment considers the principal risks and
financial forecast that have been prepared whilst considering various levels of disruption for the COVID-19 pandemic.
The Group has modelled a number of scenarios for the period ending December 30, 2022, with the base case being consistent
with the approved FY22 budget. The financial modelling scenarios take out account of the following:
The Group is debt free and has a closing cash position of A$9.2 million
80% of revenue is generated from 3P channels where the Group receives payment from the customer before purchase
the product. There is no inventory risk
Inventory levels are A$5.5 million achieving a 17 times stock turn
As a result of the financial modelling and taking account of the above points, the Directors have concluded the Group has
sufficient financial resources to continue meets its obligations as they fall due for the 12-months from the approval of these
accounts.
Conclusion
To conclude, whilst there is a positive story behind the FY21 financial performance it is also about looking forward. There has
been excellent progress by the trading teams in scaling the marketplace platform while tactically increasing the amount of higher
margin own stock inventory.
Having started FY22 strongly we are constantly reviewing the accelerating revenue and evolving margin mix ensuring it is aligned
to our cost base. We remain very confident about the opportunities ahead knowing we have a high growth marketplace
underpinned by the higher margin own stock channel. The group now operates a right sized cost-based operating on a debt free
basis that meaning we are in a good position to trade profitably with a strong balance sheet.
Mats Weiss
Chief Financial Officer
04 October 2021
MySale Group Plc
Strategic report
30 June 2021
16
5. Principal risks and uncertainties
The management of the business and the execution of the Group’s strategies are subject to a number of risks which could
adversely affect the Group’s future development. The following is not an exhaustive list or explanation of all risks and
uncertainties associated with the Group, but those considered by management to be the principal risks:
Product inventory
The Group requires a continuous source of inventory, from existing suppliers or new suppliers, at appropriate prices, on
appropriate terms, in a timely manner and/or in sufficient volume. A key driver for the Group’s success is its ability to source
product from a wide variety of brands, styles, categories and product types at discounted prices. The Group does not have
contractual assurances of continued supply, pricing or access to new products from existing suppliers. However, the Group
maintains strong relationships with suppliers and provide them with an effective mechanism to distribute their products. To
maintain its reputation, the Group depends on suppliers to provide high quality, genuine, product merchandise that meets with
members’ expectations. If the Group is unable to continue to source such products, member engagement and purchases
would likely reduce while costs increase and as a result, the Group’s operating results and financial condition could be
adversely affected.
Membership base
The Group needs to attract new ‘active’ members, in sufficient numbers. In order to expand its membership base, the Group
is appealing to members who have historically used other methods to purchase products, such as in-store, retailers’ own
websites or the websites of the Group’s competitors. The ‘flash sale’ model (the flash sale model is a discount or promotion
that is offered for a short period of time for a limited selection of stock at heavily discounted prices) operated by the Group
needs to continue to be successful. The Group’s strategies require existing members to make repeat purchases from the
Group. The Group’s current ‘lapsed client strategy’ uses personalised emails, vouchers and prompting emails to attempt to
re-engage members to purchase product regularly. If these strategies fail, the Group’s membership base may be reduced
which could have an adverse effect on the Group’s operating results and financial condition.
Coronavirus (COVID-19) pandemic
The World Health Organisation declared COVID-19 as a pandemic in March 2020. The pandemic has and continues to
cause significant disruption to businesses and world economics with Governments placing restrictions on movement of
individuals and trade.
The Group’s performance is subject to global economic conditions, which included the impact of COVID-19 pandemic.
Deterioration in these conditions may reduce consumer spending. Adverse economic changes in any of the regions in which
the Group sells its products could reduce consumer confidence and could negatively affect sales and have an adverse effect
on the Group's operating results and financial condition. Despite the statewide lockdowns in Australia and New Zealand
during FY21 we did not experience any major business disruption. There have been operational challenges including the
supply of inventory and reliability of international shipping which we have successfully navigated due to the flexibility of our
business model and scaling the number of marketplace sellers using our online platform.
Cost efficiencies
The Group targets a ‘cost per acquisition’ (‘CPA’) that is acceptable based on the expected member value and the Group’s
likelihood of recovering the acquisition costs. Increasing the Group’s membership base is necessary to avoid the Group
incurring significantly higher marketing expenses and as a result, higher CPA, which could have an adverse effect on the
Group’s operating results and financial condition.
Cash
The management of the Group’s cash is of fundamental importance. During the FY21 the group raised A$9.3 million from
entities associated with both founders as well as the former CEO of Catch.Com.au. The Group maintains all cash balances
with large, appropriately capitalised, international financial institutions. The Group relies on access to its cash in order to trade
successfully and restrictions to such access could have a material and adverse effect on the Group’s financial condition and
financial results. The move to an inventory light strategy means the business now operates on a negative working capital
model where the business is able to generate cash quicky by selling products to customers before it has to pay its suppliers,
reducing the cash risk on the Group’s operating results and financial condition.
Financial risks
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk
management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on
the financial performance of the Group. The key financial risks are detailed in note 24 to the consolidated financial
statements. Failure to manage financial risks could have an adverse effect on the Group.
MySale Group Plc
Strategic report
30 June 2021
17
Competition and sales model
Competitive pressures, changes in product and fashion and hence consumer demand are continuing risks which could result
in the loss of sales. The Group manages this risk by the continuous sourcing of new products, adding new sales categories
and marketing to stimulate member interest and by maintaining strong relationships with its members.
If members cease to find the flash sale model shopping experience fun, entertaining and good value, or otherwise lose interest
in shopping in this manner, the Group’s member base and buying patterns may decline and could negatively affect net sales
and have an adverse effect on the Group’s operating results and financial condition.
The Group does not take delivery of products from a large number of suppliers until after it has been ordered by members
and therefore delivery times may be longer than some other competitors. If the Group seeks to decrease delivery times in
order to tackle the competition and meet member demand, additional shipping costs are likely to be incurred. These costs
may not be able to be passed on in full or at all to members.
Changes in indirect tax rules
Changes in local indirect tax, such as sales taxes, good and services tax and value-added taxes, and duty treatment in any
of the markets in which the Group operates could have an impact on the sales of products in those markets. Such changes
could reduce the attractiveness of the Group’s sales offering and have a material and adverse effect on the Group’s financial
condition and financial results.
Technology
The Group’s Information Technology (‘IT’) systems are integral to its operations. The technology supports the Group’s
websites and mobile applications, logistics management, product information management, administration management
systems, security systems and third-party data centre hosting facilities. If the IT systems do not function properly there could
be system disruptions, corruptions in databases or other electronic information, delays in sales events, delays in transaction
processing, website slowdown or unavailability, loss of data or the inability to accept and fulfil member orders which, if
sustained or regular, could adversely affect the Group’s business, operating results and financial condition.
Data security and data privacy
The Group’s business is highly dependent on engaging with members via daily emails and app notifications. These inform
members of the day’s sales events, prompting them to visit the relevant website or mobile application and purchase products.
The Group relies on the successful delivery of messages to members and also that members actually open and read the
messages. Webmail prioritisation, ‘spam’ and blocking filters and local laws on sending emails could affect the Group’s
business, prospects, operating results and financial condition.
The Group is subject to data and privacy regulations, particularly General Data Protection Regulation (‘GDPR’). Failure to
comply with legal or regulatory requirements relating to data security or data privacy in the course of the Group business
activities, results in reputational damage, fines or other adverse consequences, including criminal penalties and consequential
litigation, adverse impact on the Group’s financial results or unfavourable effects on the Group’s ability to do business.
Unauthorised access to customer database, either from external attack or internal control weaknesses, could lead to
reputational damage, compliance issues, substantial regulatory fines and loss of customer confidence. The Company has
implemented a disaster recovery plan and cyber insurance to support the business in the event of an incident occurring.
Logistics and distribution networks
The Group uses third-party logistics providers to manage, process and ship product between Group locations and directly to
members. There is a risk that the Group may experience network interruptions (including third parties’ delivery services) which
may prevent the timely or proper delivery of products. These could damage the Group’s reputation, deter repeat customers,
deter suppliers from dealing with the Group and adversely affect its business, operating results and financial condition.
Loss of people
The Group’s senior executive team is instrumental in implementing the Group’s business strategies and executing business
plans which support the business operations and growth. The sourcing teams have strong supplier relationships which are
central to the Group’s ability to source discounted, quality products. Service agreements are in place and the risk of the loss
of key personnel is mitigated by regular reviews of remuneration packages (including long-term incentive schemes) and
succession planning within the team.
Trademarks and brand reputation
Maintaining and enhancing the brand is critical to the Group’s strategies going forward. If the Group fails to meet member
(and supplier) expectations, receives negative publicity or unfavourable member reviews and complaints on social media
platforms, these could damage the brand and reduce consumer use of the Group’s websites and mobile applications. If the
Group fails to maintain the brand or if excessive expenses are incurred in this effort, the Group’s business, operating results
and financial condition may be materially and adversely affected.
MySale Group Plc
Strategic report
30 June 2021
18
Sustainability and climate change
The Group’s long-term success and viability will depend on the social and environmental sustainability of its business model,
the resilience of its supply chain and the Group’s ability to manage the impact of climate change across its operations. The
Group is committed to sustainability in its processes and supply chain. The Group works closely with strategic suppliers to
provide value Northern hemisphere apparel to Southern hemisphere customers, thus preventing such inventory being
destroyed or dumped in landfills. The risk of climate change is one for the entire world who must act collectively.
Brexit
Brexit is the withdrawal of the UK from the European Union (EU). The withdrawal agreement was ratified by the UK on 23
January 2020 and by the EU on 30 January 2020; it came into force on 31 January 2020. Failure to prepare for the UK’s
departure from the EU causes disruption to and creates uncertainty around the Group’s business including: the ability to
recruit; as well as impacting the Group’s relationships with existing and future customers, suppliers and colleagues. To
date these disruptions, have no effect on the Group’s business, financial results and operations.
6. Corporate social responsibilities
The Group’s approach is to make a positive difference to the people, environment and communities in which it works.
Examples include engaging not-for-profit employment agencies, to motivate and upskill the local unemployed community to
sustain employment with the Group and investing in warehousing training programs such as a Certificate 3 in Warehousing
and Logistics for the Group’s Australian staff. To reduce waste and the impact on the environment the Group does not put
copies of customer invoices in its parcels, but rather provides them online.
7. People
Equal opportunity
The Group is committed to an active equal opportunities policy. It is the Group’s policy to promote an environment free from
discrimination, harassment and victimisation, where everyone receives equal treatment regardless of gender, colour, ethnic
or national origin, disability, age, marital status, sexual orientation or religion. Employment practices are applied which are
fair, equitable and consistent with the skills and abilities of the employees and the needs of the Group.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant
concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the
Group continues and that appropriate re-training is arranged. It is the policy of the Group that the training, career development
and promotion of disabled persons should, as far as possible, be identical with that of other employees.
Employee consultation
The Group places considerable value on the involvement of its employees and has a practice of keeping them informed on
matters affecting them as employees and on the various factors affecting the performance of the Group, which is achieved
through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting
their current and future interests.
8. Corporate governance
Introduction
High standards of corporate governance are a key priority for the Board of MySale Group Plc and, in line with the London
Stock Exchange’s requirement that AIM-listed companies adopt and comply with a recognised corporate governance code,
the Board applies the principles of the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”),
where they consider it appropriate, as the basis of the Group’s governance framework. It is the responsibility of the Board to
ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders, with effective and efficient
decision-making. Corporate governance is an important aspect of this, reducing risk and adding value to the business.
The Board acknowledge the importance of the QCA Code’s aims that: “Companies need to deliver growth in long-term
shareholder value. This requires an efficient, effective and dynamic management framework and should be accompanied by
good communication which helps to promote confidence and trust” and the ten principles of corporate governance set out in
that Code. The Group’s current approach to complying, as appropriate, with those principles is set out below.
MySale Group Plc
Strategic report
30 June 2021
19
Quoted company Alliance Corporate Governance Code Principles
Deliver growth
1. Establish a strategy and business model which promote long-term value for shareholders
MySale Group Plc has an established strategy to deploy its international ecommerce platform to connect brand suppliers
with consumers.
The Board has identified the tactics that it believes will support the strategic aims and improve the Group’s performance:
Leverage market leading position in ANZ
Utilise technology to improve customer experience and business efficiency
Build international brand partnerships to provide a wide product selection
Selective M&A where and when appropriate to expand the business model
Key pillars of the Australia New Zealand “ANZ” First Strategy are;
Source international brands to sell in ANZ
Source local ANZ brands to sell in ANZ
Marketing spend prioritised to ANZ region
Key personnel located in ANZ
Pivot the business toward an inventory light Marketplace Platform
The Group ANZ first strategy is focused on the opportunities in Australia and New Zealand has accelerated the shift onto its
unique proprietary Marketplace platform, which transforms cost efficiency & scalability, and facilitates the move to a negative
working capital model. A key focus in scaling the international supply base, to take advantage of the unique counter
seasonal opportunity in the market.
We continue to be a leading value apparel and home online retail platform in ANZ offering unique solutions for our brand
suppliers. We are absolutely focussed on the fashion and home categories, leveraging the counter seasonal opportunity. There
is a significant market opportunity and we are ideally placed to provide Northern hemisphere brands access to the Southern
hemisphere markets.
The retail landscape is continually evolving and brands are increasingly recognising the benefits of a more integrated inventory
partnership that allows them to accelerate the sell through of their discounted inventory outside of their core business.
Our focus is for MySale to be the leading value apparel and home online retail platform in ANZ offering unique solutions for our
brand suppliers. These solutions clearly differentiate us from most major retailers, which we see as a significant advantage and
extremely difficult for others to replicate. Our new set-up allows us to operate an Inventory Light Marketplace Platform offering
a large selection and delivering great value to our customers every day, through a combination of brand, fashion, price and
quality.
2. Seek to understand and meet shareholder needs and expectations
The Company recognises the importance of engaging with its shareholders and reports formally to them when its full-year and
half-year results are published. At the same time, Executive directors present the results to institutional investors, analysts
and the media. The Non-executive directors are available to discuss any matter stakeholders might wish to raise, and the
Chairman and independent Non-executive directors attend meetings with investors and analysts as required.
The Chief Executive Officer provides the Board with a summary of the content of any engagement the Executive directors
have had with investors to ensure that major shareholders’ views are communicated to the Board as a whole. The Board is
also provided with brokers’ and analysts’ reports when published. This process enables the Chairman and the other Non-
Executive director to be kept informed of major shareholders’ opinions on strategy and governance, and for them to understand
any issues or concerns.
Shareholders are encouraged to attend the annual general meeting at which the Group’s activities and results are considered,
and questions answered by the directors. General information about the Group is also available on the Company’s website.
This includes an overview of activities of the Group and details of all recent regulatory announcements.
MySale Group Plc
Strategic report
30 June 2021
20
The Group maintains a dedicated email address at shareholder.notifications@mysale.com which investors may use to contact
the Company which, together with the Group’s address, are prominently displayed on the Group’s website. Investors may also
make contact requests through the Company’s Nominated Advisor and Broker, N+1 Singer.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to its shareholders, the Company believes its main stakeholder groups are its employees, customers, brand
suppliers and relevant statutory authorities in its areas of operation.
The Group recognises the increasing importance of corporate social responsibility and endeavours to take it into account
when operating its business in the interests of its stakeholders, including its investors, employees, customers, suppliers,
business partners and the communities where it conducts its activities.
The Group believes that having empowered and responsible employees who display sound judgment and awareness of the
consequences of their decisions or actions, and who act in an ethical and responsible way, is key to the success of the
business.
The operation of a profitable business is a priority which in turn means investing for growth and operating in a sustainable
manner. The Group has therefore adopted core principles which provide a framework to operating with integrity and respect
for all stakeholders.
The Group aims to conduct its business with integrity, respecting the different cultures and the dignity and rights of individuals
in the countries where it operates. The Group recognises the obligation to promote universal respect for and observance of
human rights and fundamental freedoms for all, without distinction as to race, religion, gender, language or disability and these
are codified within the operational documents and procedures of the Group.
The Group has the aim that communities in which it operates should benefit directly from its presence through the wealth and
jobs created, and the investment of its time and money in the community.
Health and safety
The directors are committed to ensuring the highest standards of health and safety, both for employees and for the
communities within which the Group operates. The Group’s Chief Executive Officer is the person with overall responsibility for
health and safety matters.
The Group seeks to meet legal requirements aimed at providing a healthy and secure working environment to all employees
and understands that successful health and safety management involves integrating sound principles and practice into its
day-to-day management arrangements and requires the collaborative effort of all employees. All employees are positively
encouraged to be involved in consultation and communication on health and safety matters that affect their work.
Environment
The directors are committed to minimising the impact of the Group’s operations on the environment. The Group recognises
that its business activities have an influence on the local, regional and global environment and accepts that it has a duty to
carry these out in an environmentally responsible manner. It is the Group’s policy to endeavour to meet relevant legal
requirements and codes of practice on environmental issues so as to ensure that any adverse effects on the environment are
minimised.
Consumer
The Group has deployed policies and procedures to ensure its compliance with consumer laws and regulations within each
jurisdiction of operation. These policies and procedures and reviewed by external experts on a regular basis.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group’s internal control systems and for monitoring their effectiveness. The Board,
with the assistance of the Audit Committee, maintains a system of internal controls to safeguard shareholders’ investment and
the Group’s assets, and has established principles and a continuous process for identifying, evaluating and managing the
risks the Group faces.
Further details of the principal risks faced by the Group and how they are mitigated are contained on pages 15 and 16 of this
report.
MySale Group Plc
Strategic report
30 June 2021
21
The Board considers risk to the business on an ongoing basis and the Group formally reviews and documents the principal
risks at least annually. Both the Board and senior management are responsible for reviewing and evaluating risk and the
Executive directors meet on a regular basis to review ongoing trading performance, discuss budgets and forecasts and any
new risks associated with ongoing trading, the outcome of which is reported to the Board.
The Board, via delegated authority to the Audit Committee, is also responsible for the Group’s system of internal control and
for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve the
Group’s business objectives and can only provide reasonable and not absolute assurance against material misstatement or
loss. The agreed processes include comprehensive budgeting systems with an annual budget approved by the Board, monthly
consideration of actual operational results compared with budgets, forecasts and regular review by the Board of year end
forecasts.
Maintain a dynamic management framework
5. Maintain the Board as a well-functioning, balanced team led by the chair
The Chairman is responsible for leadership of the Board, ensuring its effectiveness on all aspects of its role, setting its agenda
and ensuring that the directors receive accurate, timely and clear information. The Chairman also ensures effective
communication with shareholders and facilitates the effective contribution of the other Non-executive director. The Group is
satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders
and will consider the requirement for additional Non- executive directors as the Company fulfils its growth objectives.
To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are
distributed to all directors in advance of Board and Committee meetings. All directors have access to the advice and services
of the Chief Financial Officer (or the Chief Executive Officer in the absence of a CFO), who is responsible for ensuring that
the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures are in
place to enable the directors to obtain independent professional advice, at the Group’s expense, if necessary.
The Board is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is ultimately
responsible for the management, governance, controls, risk management, direction and performance of the Group. Further
details of the composition of the Board and Committee are set out on page 22 of this report.
Plc
Board Meetings
Audit
Remuneration
Eligible
to
attend
Attended
Eligible
to
attend
Attended
Eligible
to
attend
Attended
Dow Famulak
12
12
2
2
2
2
Wally Muhieddine
12
12
Charles Butler
12
12
2
2
2
2
Carl Jackson
12
12
Mats Weiss
12
12
2
2
Kalman Polak
N/A
N/A
N/A
N/A
N/A
N/A
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
At the time of this report the Board comprises of two executives and three non-executive directors. The skills and experience
of the Board are set out in their biographies on pages (26) and (27) of this report. The experience and knowledge of each of
the directors gives them the ability to constructively challenge the strategy and to scrutinise performance. The Board also has
access to external advisors where necessary.
Throughout their period in office the directors are continually updated on the Group’s business, the industry and competitive
environment in which it operates, corporate social responsibility matters and other changes affecting the Group by written
briefings and meetings with senior executives. Advisors provide updates on changes to the legal and governance requirements
of the Group, and directors, on an ongoing and timely basis.
MySale Group Plc
Strategic report
30 June 2021
22
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The performance of the Board, its Committees and that of the individual directors is monitored by the Chairman on an ongoing
basis. The Chairman considers the operation of the Board and performance of the Directors on an ongoing basis as part of
his duties and will bring any areas of improvement he considers are needed to the attention of the Board. However, the Board
recognises the need to put in place an annual formal evaluation process for the Board, its Committees and individual Directors.
The effectiveness of the Board, its Committees and Directors will be reviewed on an annual basis.
8. Promote a corporate culture that is based on ethical values and behaviours
The Group adopts a policy of equal opportunities in the recruitment and engagement of staff as well as during the course of
their employment. It endeavours to promote the best use of its human resources on the basis of individual skills and experience
matched against those required for the work to be performed.
The Group recognises the importance of investing in its employees and, as such, the Group provides opportunities for training
and personal development and encourages the involvement of employees in the planning and direction of their work. These
values are applied regardless of age, race, religion, gender, sexual orientation or disability.
The Group is committed to an active equal opportunities policy. It is the Group’s policy to promote an environment free from
discrimination, harassment and victimisation, where everyone receives equal treatment regardless of gender, colour, ethnic
or national origin, disability, age, marital status, sexual orientation or religion. Employment practices are applied which are
fair, equitable and consistent with the skills and abilities of the employees and the needs of the Group.
The Group recognises that commercial success depends on the full commitment of all its employees and commits to
respecting their human rights, to provide them with favourable working conditions that are free from unnecessary risk and to
maintain fair and competitive terms and conditions of service at all times.
The Group places considerable value on the involvement of its employees and has a practice of keeping them informed on
matters affecting them as employees and on the various factors affecting the performance of the Group, which is achieved
through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting
their current and future interests.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Chairman, is responsible for leadership of the Board, ensuring its effectiveness on all aspects of its role, setting its agenda
and ensuring that the directors receive accurate, timely and clear information. The Chairman also ensures effective
communication with shareholders and facilitates the effective contribution of the other Non-executive directors. The Chief
Executive Officer, Carl Jackson, is responsible for the operational management of the Group and the implementation of Board
strategy and policy. By dividing responsibilities in this way, no one individual has unfettered powers of decision-making.
There is a schedule of matters reserved for decision by the Board which enables the Board to provide leadership and ensure
effectiveness. Such matters include business strategy and management, financial reporting (including the approval of the
annual budget), Group policies, corporate governance matters, major capital expenditure projects, materials acquisitions and
divestments and the establishment and monitoring of internal controls.
The appropriateness of the Board’s composition and corporate governance structures are reviewed through the ongoing Board
evaluation process and on an ad hoc basis by the Chairman together with the other directors, and these will evolve in parallel
with the Group’s objectives, strategy and business model as the Group develops.
Board Committees
The Board has established Audit and Remuneration Committees.
The Audit Committee has the primary responsibility for monitoring the adequacy and effectiveness of the Group’s systems of
internal financial control and risk management, ensuring that the financial performance of the Group is properly measured and
reported on, reviewing and challenging reports from management and the external auditor relating to the Company’s
accounting and internal controls and appraising the need for an internal audit function, in all cases having due regard to the
interests of shareholders. The full terms of reference of the Audit Committee are available on the Company’s website.
The members of the Audit Committee are:
Charles Butler
Chair
Dow Famulak
Member
MySale Group Plc
Strategic report
30 June 2021
23
The executive directors, other members of the senior management team or the Company advisors or the independent
Auditors may be invited to attend all or part of any Audit Committee meeting, where appropriate, and minutes of meetings are
circulated to all Board members, unless it would be inappropriate to do so.
The Remuneration Committee is responsible for reviewing the performance of the executive directors and for determining
the terms and conditions of their employment, level of remuneration including short-term and long-term incentives, having
due regard to the interest of shareholders in all matters. The full terms of reference of the Remuneration Committee are
available on the Company’s website.
Details on the structure of the Company’s remuneration policy and the emoluments paid to the Board members during the
financial year are set out on pages 27 to 28 of this report.
The members of the Remuneration Committee are:
Dow Famulak
Chair
Wally Muhieddine
Member
The executive directors, head of human relations or the Company’s advisers may be invited to attend all or part of any
Remuneration Committee meeting, where required, and minutes of meetings are circulated to all Board members, unless
it would be inappropriate to do so.
Build Trust
10. Communicate how the Company is governed and is performing
The Group formally reports its performance to all stakeholders with the publication of full year and half-year results. These
publications are supplemented by three regular trading updates each year together with any ad hoc announcement required
in order to ensure appropriate market sensitive information is available to all interested parties.
The Company holds and Annual General Meeting each year at which a trading update is provided and shareholders and
encouraged to participate. The results of the resolutions voted upon at the Annual General Meeting are formally published.
The Board maintains a healthy dialogue with all its stakeholders. Throughout the course of the financial year the Board
communicates with shareholders directly and uses external advisors to canvass shareholders on any views, concerns and
expectations they may wish to express indirectly.
By Order of the Board.
Charles Butler
Senior Independent
Director
04 October 2021
MySale Group Plc
Directors' remuneration report
30 June 2021
24
High standards of corporate governance are a key priority for the Board of Directors (the ‘Board’) of MySale Group Plc and,
in line with the London Stock Exchange’s requirement that AIM-listed companies adopt and comply with a recognised
corporate governance code, the Board applies the principles of the 2018 Quoted Companies Alliance Corporate Governance
Code (the ‘QCA Code’), where they consider it appropriate, as the basis of the Group’s governance framework. It is the
responsibility of the Board to ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders,
with effective and efficient decision-making. Corporate governance is an important aspect of this, reducing risk and adding
value to the business.
The Board of Directors
As at the date of signing of these financial statements, the Board consisted of five directors as shown below. All non-executive
directors are considered independent under the criteria identified in the QCA Code and together they bring considerable
knowledge, skills and experience to the Board and its deliberations.
The members of the Board are:
Charles Butler
Senior Independent Director
Carl Jackson
Executive Chairman
Kalman Polak
Chief Executive Officer (appointed 05 October 2021)
Mats Weiss
Chief Financial & Operations Officer
Dow Famulak
Independent Non-Executive Director
Wally Muhieddine
Independent Non-Executive Director
Biographies for each of the directors who served during the year ended 30 June 2021 or who are currently on the Board are
set out in the Directors’ report under ‘Information on directors and their interests’.
Schedule of matters reserved specifically for the Board include:
overall business strategy of the Group;
review of key operational and commercial matters;
review of key financial matters, including changes to the Group’s capital structure, borrowing facilities, acquisitions,
disposals and material capital expenditure;
membership of the Board and its standing Committees, including delegation of authority to the Audit and
Remuneration Committees;
approval of full year and half-year financial statements and any interim management statements or other financial
disclosures;
regulatory and shareholder communications; and
appointment and performance review of key advisors.
The Board meets formally on a regular basis to consider strategy, performance and the framework of internal controls. Prior
to each meeting, all directors receive appropriate and timely information including briefing papers which enable them to
discharge their duties. Directors have access to the advice and services of the company secretary and external legal and
financial advisers who together provide guidance and confirmation that Board procedures are followed, and applicable rules
and regulations are complied with. With the prior approval of the chairman, directors are able to obtain independent
professional advice in the furtherance of their duties, at the Company’s expense.
Details of the service contracts of the executive directors and the letters of appointment of the non-executive directors are
set out in the Directors’ remuneration report.
In order to facilitate the business of the Company, and in line with the recommendations of the QCA Code, the Board has
delegated certain of its responsibilities to the Audit Committee or Remuneration Committee, as appropriate.
MySale Group Plc
Directors' remuneration report
30 June 2021
25
Audit Committee
The Audit Committee has the primary responsibility for monitoring the adequacy and effectiveness of the Group’s systems
of internal financial control and risk management, ensuring that the financial performance of the Group is properly measured
and reported on, reviewing and challenging reports from management and the external auditor relating to the Group’s
accounting and internal controls and appraising the need for an internal audit function, in all cases having due regard to the
interests of shareholders. The full terms of reference of the Audit Committee are available on the Company’s website.
The members of the Audit Committee are:
Charles Butler
Chair
Dow Famulak
Member
The Audit Committee met two times during the financial year.
The executive directors, other members of the senior management team or the company advisors or the independent auditors
may be invited to attend all or part of any Audit Committee meeting, where appropriate, and minutes of meetings are circulated
to all Board members, unless it would be inappropriate to do so.
Remuneration Committee
The Remuneration Committee is responsible for reviewing the performance of the executive directors and for determining the
terms and conditions of their employment, level of remuneration including short-term and long-term incentives, having due
regard to the interest of shareholders in all matters. The full terms of reference of the Remuneration Committee are available
on the Company’s website.
Details on the structure of the Company’s remuneration policy and the emoluments paid to the Board members during the
financial year are set out in the Directors’ remuneration report.
The members of the Remuneration Committee are:
Charles Butler
Chair
Wally Muhieddine
Member
The executive directors, head of human relations or the company’s advisers may be invited to attend all or part of any
Remuneration Committee meeting, where required, and minutes of meetings are circulated to all Board members, unless it
would be inappropriate to do so.
Internal financial controls
The Board place considerable importance on maintaining full control and direction over appropriate strategic, financial,
organisational and compliance issues, and have in place an organisational structure with formally defined lines of responsibility
and delegation of authority. There are established procedures for planning, capital expenditure, information and reporting
systems and for monitoring the Group’s business and its performance. Adherence to specified procedures is required at all
times and the Board actively promotes a culture of quality and integrity. Compliance is monitored by the Audit Committee
which, in turn, reports its findings to the Board.
The Board, via delegated authority to the Audit Committee, is also responsible for the Group’s system of internal control and
for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve the
Group’s business objectives and can only provide reasonable and not absolute assurance against material misstatement or
loss. The agreed processes include comprehensive budgeting systems with an annual budget approved by the Board, monthly
consideration of actual operational results compared with budgets, forecasts and regular review by the Board of year end
forecasts. The Board reports to shareholders half‑yearly.
The Group’s control systems address key business and financial risks. Matters arising are reviewed on a regular basis.
As the Company is listed on the Alternative Investment Market (‘AIM’), it is not required to prepare a Directors’ remuneration
report. The following narrative disclosures are prepared on a voluntary basis for the Group and are not subject to audit, unless
otherwise specified.
MySale Group Plc
Directors' remuneration report
30 June 2021
26
Principles used to determine the nature and amount of remuneration
The objective of the Group's remuneration framework is to ensure reward for performance is competitive and appropriate for
the results delivered. The framework aligns the remuneration for executive directors and key senior management with the
achievement of strategic objectives and the creation of value for shareholders. The Board ensures that the remuneration for
executive directors and key senior management satisfies the following key criteria for good reward governance practices:
is competitive and is acceptable to shareholders;
aligns executive compensation with company performance and shareholder return; and
is transparent.
The Remuneration Committee, as detailed in the Corporate governance, is responsible for reviewing the performance of the
executive directors and senior employees of the Group and for determining the terms and conditions of their employment,
level of remuneration including short-term and long-term incentives, having due regard to the interest of shareholders in all
matters. The number of times the Remuneration Committee met is detailed in the Corporate Governance section of this report.
Remuneration of directors
The fees payable to the directors shall not exceed an aggregate amount of £1,500,000 per annum or such greater amount as
shall be determined by the Company’s shareholders by ordinary resolution. This is distinct from any salary, remuneration or
other amounts which may be payable to the directors.
The directors are entitled, under the Articles, to be paid all reasonable expenses as they may properly incur in attending
meetings of the directors, committee meetings of the directors, shareholders meetings, or otherwise in connection with the
discharge of their duties.
Executive directors’ remuneration
The Group’s remuneration policy for executive directors considers a number of factors and is designed to:
have regard to the director’s experience and the nature and complexity of their work in order to pay a competitive
salary, in line with comparable companies, that attracts and retains directors of the highest quality;
reflect the director’s personal performance;
link individual remuneration packages to the Group’s long-term performance and continued success of the Group
through the award of annual bonuses and share-based incentives;
provide post‑retirement benefits through contributions to individual’s pension schemes; and
provide employment‑related benefits that may include the provision of a company car or cash alternative, life
assurance, insurance relating to the director’s duties, housing allowance, medical insurance and permanent health
insurance.
Directors’ service agreements, salaries, bonuses and other incentive schemes
Each executive director has a service contract with the Group. Executive directors’ salaries are reviewed annually in line with
the remuneration reviews for all other Group employees. The basic annual salaries and key benefits as of 30 June 2021 are
as follows:
Pension
Taxable
Group entity with which
Executive director
Base salary
contributions
benefits
the contract is with
Carl Jackson
A$371,250
A$35,269
A$30,000
Ozsale Pty Limited
Mats Weiss
A$300,000
A$28,500
Ozsale Pty Limited
Executive directors’ employment contracts are continuous. They may be terminated by either party by six months’ written
notice. The Company may at its sole and absolute discretion terminate the employment of an executive director by making a
payment in lieu of any unexpired notice period equal to their basic salary for that period. Executive directors have agreed to
confidentiality undertakings, without limitation as to time, and have agreed to non-compete, non-solicitation of staff and non-
interference in supply restrictive covenants that apply for a period of 12 months following termination of employment with the
Group.
Executive directors are eligible to participate in a discretionary annual bonus scheme on the terms decided by the
Remuneration Committee and may also participate in any benefits arrangements the Group has in place for categories of
employees of which they are a member, subject to and in accordance with the terms and/or rules of those arrangements from
time to time.
MySale Group Plc
Directors' remuneration report
30 June 2021
27
Non-executive directors’ remuneration
The remuneration of non-executive directors is a matter for the chairman of the Board and the executive directors and no
director is involved in any decisions as to their own remuneration. Charles Butler, Dow Famulak and Wally Muhieddine entered
into letters of appointment on 23 October 2017, 3 December 2019 and 3 December 2019 respectively. Each receives a fee
for their services which takes into account the role undertaken. They do not receive any pension or other benefits from the
Group.
The annual fees for non-executive directors, effective at the date of this report, are as follows:
Group entity with which the
Non-executive director
Base fee
appointment is with
Charles Butler
£75,000
MySale Group Plc
Dow Famulak
£45,000
MySale Group Plc
Wally Muhieddine
£45,000
MySale Group Plc
The appointment of any non-executive director is terminable on three months’ written notice.
The following information is subject to audit.
Directors’ remuneration for the year ended 30 June 2021 was as follows:
Basic salary
Taxable
Pension
Total
Total
Name
/ fees
Bonus
benefits
contributions 2021
2020
Non-executive directors:
Dow Famulak
£45,000
-
-
£1,163
£46,163
£25,324
Wally Muhieddine
A$85,000
-
-
-
A$85,000
A$50,750
Charles Butler
£75,000
-
-
£1,315
£76,315
£75,066
Executive directors:
Carl Jackson
A$371,250
-
A$30,000
A$38,119
A$439,369
A$407,150
Mats Weiss
A$300,000
-
A$28,500
A$328,500
A$88,442
Jamie Jackson
-
-
-
-
-
£193,316
Employee Share Plan
Details of the operation of the Company’s employee share plan can be found in note (33) to the financial statements. Shares
granted under the Loan Share Plan (‘LSP’) are as follows:
Balance
Balance
Market
1 July
30 June
Exercise
Date of
price on
Name
2020
Granted
Exercised
Cancelled
2021
price (£)
exercise
exercise (£)
Charles
Butler
11,250,000
-
-
- 11,250,000
£0.02000
-
-
Dow Famulak
3,835,227
-
-
-
3,835,227
£0.03520
-
-
Wally
Muhieddine
3,835,227
-
-
-
3,835,227
£0.03520
-
-
Mats Weiss
12,938,061
-
-
- 12,938,061
£0.02428
-
-
Share price information
The market price of Mysale Group Plc ordinary shares on 30 June 2021 was £0.075 (2020: £0.056) and the range during
the financial year was between £0.0175 and £0.1125 (2020: £0.018 and £0.063).
MySale Group Plc
Directors' report
30 June 2021
28
The directors present their report, together with the audited financial statements and independent auditors’ report, on the
consolidated group (referred to hereafter as the 'consolidated entity', ‘Group’ or ‘MySale’) consisting of MySale Group Plc and
the subsidiaries it controlled at the end of, or during, the year ended 30 June 2021.
MySale Group Plc is a public company, limited by shares, listed on the AIM (Alternate Investment Market), a sub-market of
the London Stock Exchange. The Company is incorporated and registered under the Companies (Jersey) Law 1991. The
company is domiciled in Australia. The registered office of the Company is Ogier House, The Esplanade, 44 Esplanade
Street. Helier, JE4 9WG, Jersey and principal place of business is at 3/120 Old Pittwater Road, Brookvale, NSW 2100,
Australia. Company number 115584 (Jersey). Incorporated as of 28 May 2014.
Directors
The directors who have served on the Board of MySale Group Plc during any part of the financial year and up to the date of
this report are set out below:
Charles Butler
Carl Jackson
Mats Weiss
Dow Famulak
Wally Muhieddine
Kalman Polak (appointed 05 October 2021)
Information on directors and their interests
Biographies for the directors in office at the 30 June 2021 and their interests in the ordinary shares of the Company, are shown
below:
Name:
Charles Butler
Title:
Senior Independent Director
Age:
49
Experience and expertise:
Charles was appointed to the Board in October 2017 and took over the role of Chairman
in November 2018. He has over two decades experience in senior and board level
positions in growth and digital technology businesses. Amongst Charles’ broad
executive experience, notable roles include Chief Executive Officer of Market Tech
Holdings, a property and digital technology group which he led from successful IPO
through to its subsequent takeover, and Group CEO at NetPlay TV, the interactive
gaming company. Charles is a member of the Institute of Chartered Accountants in
England and Wales.
Name:
Carl Jackson
Title:
Executive Director and Chief Executive Officer
Age:
58
Experience and expertise:
Carl joined MySale in 2009 and has over 29 years of international operational, sales
and commercial management experience gained from a number of retail and consumer
venture capital investments including senior management retail experience and 15
years in retail and consumer brand private equity. Carl has led MySale’s expansion into
New Zealand and South-East Asia to over 10 million members and has ongoing
responsibility for the Group’s day-to-day operations and new market expansion.
Name:
Mats Weiss
Title:
Chief Financial & Operations Officer
Age:
49
Experience and expertise:
Mats was appointed to the Board in March 2020. He has more than 20 years’
experience from senior finance roles across FMCG and Entertainment industries.
Amongst Mats’ experience, his most recent role was as Regional Vice President for
Twentieth Century Fox, leading the finance function for APAC and Emerging Markets.
MySale Group Plc
Directors' report
30 June 2021
29
Name:
Dow Famulak
Title:
Independent Non-Executive Director
Age:
60
Experience and expertise:
Dow was appointed to the Board in December 2019 and has significant global
experience in building, transforming and commercialising businesses, having worked
with a range of high-profile consumer fashion brands over a 30-year career. He is
currently based in London in his role as Advisor to the CEO for Global Brands Group,
one of the world’s leading branded fashion accessories, footwear, and apparel
companies. He was previously President of Global Brands Group from 2014 to
September 2019, and before then held roles with Li & Fung and Colby International
Ltd.
Name:
Wally Muhieddine
Title:
Independent Non-Executive Director
Age:
51
Experience and expertise:
Wally was appointed to the Board in December 2019. He is an expert in media and
marketing and has been at the forefront of the evolution of TV advertising in Australia.
For the last 16 years he has been at the helm of one of Australia’s most successful
advertising agencies working closely with leading brands to grow their awareness and
sales. Advertising Advantage has offices and services clients in Australia, Europe and
the United States of America. He is a valued adviser to local and international CEO’s
in sectors including fashion, finance, FMCG, online and retail.
Name:
Kalman Polak
Title:
Chief Executive Officer
Age:
43
Experience and expertise:
Kalman Polak is an e-commerce executive who has spent the last 15 years building
Australia's #1 online shopping site, Catch.com.au and he is the founder of
GroceryRun.com.au. Most recently, he was Head of Markertplace for Catch.com.au
and under his stewardship this new arm of the business achieved great success.
Kalman's broad experience includes working across many facets of e-commerce
including buying, merchandising, operations, customer service and marketing. He has
a deep understanding of UX and UI coupled with an acute ability to interpret analytics
and data to identify market opportunities and future trends.
Directors’ beneficial interests in the shares of the Company at the 30 June 2021 are:
Ordinary
Percentage
Name
shares
holding
Charles Butler
17,000
-
Carl Jackson(1)
103,745,000
12.69%
Dow Famulak
1,100,000
0.13%
(1) Held by Jackson Capital Pty Ltd as trustee for the Jackson Family Trust.
Information on company secretary
Name:
Almond + Company Limited
Title:
Company Secretary
Experience and expertise:
Almond + Company Limited is a UK incorporated professional corporate company
secretary, providing corporate governance and company secretarial services to quoted
and unquoted companies.
Results and dividends
The results for the financial year are set out in the statement of profit or loss and other comprehensive income. No dividend
has been paid during the financial year and the directors do not recommend a final dividend in respect of the year ended 30
June 2021 (June 2020: A$nil).
The directors are responsible for the maintenance and integrity of the Company’s website.
MySale Group Plc
Directors' report
30 June 2021
30
Going concern
COVID-19 has impacted all aspects of the Group’s business. The Group has considered the additional costs and revenue
incurred as a result of the pandemic and has determined that COVID-19 impacts should not be treated as an exceptional item.
The Group will continue to monitor closely the impact of the COVID-19 outbreak, and apply guidance issued by the World
Health Organisation and local governments appropriately. As always, the safety of our customers and colleagues remains
paramount.
The directors have, at the time of approving the financial statements a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the foreseeable future. The going concern basis of
accounting has therefore been adopted in preparing the financial statements. The directors have also assessed the prospects
of the Company and the Group over a 18 month period to 31 December 2022 and have a reasonable expectation that the
Company and the Group will be able to continue in operation and meet its liabilities as they fall due over the 18 month period
under review.
The Group has conducted extensive stress-testing given the impacts of COVID-19 on customer demand and behaviours,
none of which have resulted in a change to the assessment of the Group as a going concern. The directors have therefore
continued to adopt the going concern basis in preparing the Group’s financial statements. Further details of the steps taken
by the Group are included in the going concern accounting policy in note 2 to the financial statements.
Substantial shareholdings
At the reporting date, the Company had been notified of the following interests of 3% or more of the share capital of the
Company, other than those of the directors above:
Number of
Percentage
Name
shares held
holding
Shelton Capital Limited
143,237,124
17.53%
Lombard Odier Asset Management Europe Ltd
134,878,825
16.50%
Schroders Plc
130,788,136
16.00%
InterTrader Limited
57,811,818
7.07%
Charitable and political donations
The Group made no charitable or political donations (2020: A$nil) during the financial year.
Indemnity and insurance of officers
The Company maintains directors’ and officers’ liability insurance which gives appropriate cover for any legal action brought
against its directors. The Company has also provided an indemnity for its directors, which is a qualifying third-party indemnity
provision. This was in place throughout the year and up to the date and approval of the financial statements.
Independent auditor
BDO LLP have expressed their willingness to continue as auditors. A resolution for the reappointment of BDO LLP as auditor
of the Company is to be proposed at the forthcoming Annual General Meeting.
Audit information
Each of the directors at the date of the Directors’ report confirms that, so far as he is aware, there is no relevant audit
information of which the Company’s auditor is unaware and he has taken all the reasonable steps that he ought to have
taken as a director to make himself aware of any relevant audit information and to establish that the Company’s auditor is
aware of the information.
By Order of the Board
Charles Butler
Senior Independent Director
London
04 October 2021
MySale Group Plc
Directors' responsibilities statement
30 June 2021
31
The directors are responsible for preparing the financial statements of the Group in accordance with applicable law and
International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union.
Companies (Jersey) law requires the directors to prepare Group financial statements for each financial year. As required by
the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union (‘IFRSs as adopted by the EU’) and applicable
law.
Under companies (Jersey) law 1991 the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group as at the end of the financial period and of its profit or loss for that
period. In preparing the Group financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant and reliable;
state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
assess the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time
the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies
(Jersey) Law 1991. They are also responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud
and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The directors consider that the annual report and financial statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.
Each of the directors, whose names and functions are listed in the Directors’ report confirm that, to the best of their knowledge:
the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Group;
the directors’ report includes a fair review of the development and performance of the business and the position of the
Group; and
the Strategic report contains a description of the principal risks and uncertainties that the Group faces.
By Order of the Board
Charles Butler
Senior Independent Director
London
04 October 2021
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
32
Independent auditor’s report to the members of MySale Group plc
Opinion on the financial statements
In our opinion the financial statements:
•
give a true and fair view of the state of the Group’s affairs as at 30 June 2021 and of the Group’s loss for the year then
ended;
•
the Group financial statements have been properly prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union; and
•
the financial statements have been prepared in accordance with the requirements of Companies (Jersey) Law 1991.
We have audited the financial statements of Mysale Group plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for
the year ended 30 June 2021 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Balance
Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law
and International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
The Group’s continuing losses, along with other factors, including cash burn rate, decreasing revenue year on year, impact of
COVID-19 pandemic, are indicators that the risk associated with the Group’s going concern status is greater than normal. The
calculations supporting the going concern assessment require management to make highly subjective judgements. We have
therefore spent significant audit effort in assessing the appropriateness of the assumptions involved, and as such this has
been identified as a Key Audit Matter.
Significant judgements and estimates related to going concern are disclosed in Note 2 of the annual report and financial
statements. Our response to this key audit matter, and our evaluation of the Directors’ assessment of the Group’s ability to
continue to adopt the going concern basis of accounting included:
we obtained an understanding of the business model, objectives, strategies and related business risk, the measurement
and review of the Group’s financial performance including forecasting and budgeting processes and the Group’s risk
assessment process;
We evaluated the Directors’ cash flow forecast model including the relevance and reliability of underlying data used to
make the assessment by agreeing to supporting documentation, including management accounts, whether assumptions
and changes to assumptions from prior years are appropriate and consistent with each other;
We performed analyses of changes in key assumptions including a reasonably possible (but not unrealistic) reduction in
forecast revenue to understand the sensitivity in the cash flow forecasts for a period of twelve months from the date of
approval of the financial statements.
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
33
We reviewed the stress test analysis prepared by management to see when the Group will run out of cash. As part of
this, we challenged the stress test applied, including specifically in relation to revenue growth and other key metrics. We
checked the arithmetic accuracy, and that the stress tests were appropriate based on our understanding of the business.
we evaluated the Directors’ plans for future actions such as revenue growth and gross profit margins in relation to the
going concern assessment including whether such plans are feasible in the circumstances, with reference to
management accounts and other supporting documentation.
We evaluated the adequacy and appropriateness of disclosures in the financial statements regarding the going concern
assessment and any material uncertainties that may exist in accordance with IAS 1.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview
Coverage
100% (2020: 100%) of Group loss before tax
99% (2020: 99%) of Group revenue
96% (2020: 100%) of Group total assets
Key audit matters
2021
2020
Revenue recognition
Going concern
Materiality
Group financial statements as a whole
A$1,178,000 (2020:A$1,310,000) based on 1% (2020: 1%) of revenue
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including assessing whether there was evidence of bias by the Directors that
may have represented a risk of material misstatement.
In determining the scope of our audit we considered the level of work to be performed at each component in order to ensure
sufficient assurance was gained to allow us to express an opinion on the financial statements of the Group as a whole.
The group operates through a number of components in Jersey, Australia, New Zealand and South-East Asia. Ozsale Pty
Limited, the component in Australia, was considered by us to be significant as it is the principal trading component in the
Group. We completed full scope audits on Mysale Group plc and Ozsale Pty Limited. The audit of Mysale Group plc was
completed by the group engagement team and Ozsale Pty Limited was audited by our network firm in Australia.
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements
as a whole. Our involvement with component auditors included the following:
The Group engagement team was involved in the planning and direction of the audit of Ozsale Pty Limited. As part of our
audit strategy, we issued group audit engagement instructions and discussed the instructions with the component auditor. A
senior member of the group audit team held discussions with the component auditor and local management. The group audit
team performed a review of the component audit files and we discussed the audit findings with the component auditor.
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
34
The non-significant components, which contributed 0.6% of total revenue of the Group, were subject to desktop reviews or
specific procedures in relation to specific areas of the financial statements carried out by the Group engagement team.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matter described in the Conclusions related to going concern, we have determined the matter
below to be the key audit matter to be communicated in our report.
Key audit matter
How the scope of our audit addressed the
key audit matter
Revenue
recognition
See Note 4 and
relevant
accounting
policies in Note 2.
The key audit matter is
the existence of revenue
recognised during the
year, revenue recognised
around the year end,
including the recognition
of the correct revenue in
the year based on
performance obligations
completed as defined per
IFRS 15, and the related
amounts deferred at year
end for all deliveries in
transit.
We assessed revenue
recognition as a key audit
matter as revenue forms
the basis for certain of the
Group’s key
performance indicators,
both in external
communications and for
management incentives.
Our audit work included, but was not
restricted to, the following:
Reviewed the revenue recognition policy
for the material sources of revenue and
checked revenue has been recognised in
accordance with IFRS 15;
Tested a sample of revenue transactions
throughout the year by tracing to
supporting
documentation,
including
proof of delivery and cash receipts;
Use data analytics technique to reconcile
revenue from the underlying sales
system to revenue recognised in the
general ledger and cash collected from
key payment providers. To ensure all
orders from the website which are
recognised in the sales system have
been correctly recorded in the general
ledger.
Checked
that
revenue
has
been
recognised in the correct period for a
sample of items sold before and after the
year end by confirming to supporting
documentation,
including
proof
of
delivery.
Tested a sample of deferred revenue
balances at the year-end to supporting
documentation,
including
proof
of
delivery
to
confirm
performance
obligations had not been met until post
year-end.
Reviewed
the
financial
statement
disclosures relating to revenue to check
that they comply with the IFRS 15
accounting standard requirements.
Key observations
Based on procedures performed, consider that revenue has been recognised appropriately
and in accordance with accounting standards.
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
35
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
2021
A$
2020
A$
Materiality
1,178,000
1,310,000
Basis for
determining
materiality
1% of revenue
1% of revenue
Rationale for the
benchmark
applied
Due to the loss making nature of the Group revenue was considered the
most appropriate benchmark.
Performance
materiality
883,500
972,750
Basis for
determining
performance
materiality
75% of materiality
The level of performance materiality to be applied was based on our
assessment of the Group’s internal controls and the impact of these on
our proposed audit strategy. We have considered the level of expected
errors and managements attitude to correcting proposed audit
adjustments when reaching our conclusion of the level of performance
materiality to be applied.
Component materiality
We set materiality for each significant component of the Group based on a percentage of 75% of Group materiality which was
based on our assessment of the risk of material misstatement of the significant components. Component materiality was
A$883,500. In the audit of each component, we further applied performance materiality levels of 75% of the component
materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of A$58,900 (2020:
A$39,300). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual
report and financial statements other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. 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.
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
36
Other Companies (Jersey) Law 1991 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies (Jersey) Law 1991 and ISAs (UK) to report on certain opinions and matters as described below.
Matters
on
which we are
required
to
report
by
exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Jersey) Law 1991 requires us to report to you if, in our
opinion:
proper accounting records have not been kept by the Parent Company or
returns adequate for our audit have not been received from branches not
visited by us; or
the Parent Company financial statements are not in agreement with the
accounting records and returns; or
we have not received all the information and explanations we require for
our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 ISAs (UK) 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
these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the
components and the relevant tax compliance regulations in the jurisdictions in which the Group operates, of which the
key ones relate to the reporting framework (IFRS and the Companies (Jersey) Law 1991), labour law, health and safety
and taxation. We obtained an understanding legal and regulatory frameworks that are applicable to the Group by making
enquiries of management and corroborated our enquiries through our review of board minutes and papers provided to
the Audit Committee and attendance at all meetings of the Audit Committee, as well as consideration of the results of our
audit procedures across the Group.
We enquired of management and obtained and reviewed supporting documentation, concerning the Group’s policies and
procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
detecting and responding to the risks of fraud and whether they had knowledge of any actual, suspected or alleged
fraud; and
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
MySale Group Plc
Independent auditor's report to the members of MySale Group Plc
37
The engagement partner has assessed and confirmed that the engagement team collectively had the appropriate competence
and capabilities to identify or recognize non-compliance with laws and regulations
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were related to posting inappropriate
journal entries to manipulate financial results and management bias in accounting estimates.
Based on our understanding of the environment and assessment of the incentive and opportunity for fraud we carried out the
following procedures:
Journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the
business and manual consolidation entries;
Challenging the assumptions and judgements made by management in respect of significant accounting estimates.
In areas impacting Group key performance indicators or management remuneration, we performed audit procedures to
address each identified fraud risk, as described in the revenue recognition key audit matter section above.
We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and component auditors and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
David Butcher (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
4 October 2021
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
MySale Group Plc
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Consolidated
Note
2021
2020
A$'000
A$'000
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes on page 43 to 77
38
Revenue
4
117,893
131,032
Cost of sales
(71,476)
(87,152)
Gross profit
4
46,417
43,880
Other operating (losses)/gains, net
5
(1,120)
8,626
Interest income
78
4
Expenses
Selling and distribution expenses
(31,955)
(37,015)
Administration expenses
(18,267)
(20,746)
(Recovery)/impairment of receivables
11
(217)
2,262
Finance costs
7
(299)
(400)
Loss before income tax expense
(5,363)
(3,389)
Income tax expense
9
(3,085)
(171)
Loss after income tax expense for the year attributable to the owners of
MySale Group Plc
(8,448)
(3,560)
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
22
432
(2,125)
Other comprehensive income/(loss) for the year, net of tax
432
(2,125)
Total comprehensive loss for the year attributable to the owners of MySale
Group Plc
(8,016)
(5,685)
Cents
Cents
Basic earnings per share
31
(0.96)
(0.53)
Diluted earnings per share
31
(0.96)
(0.53)
MySale Group Plc
Balance sheet
As at 30 June 2021
Consolidated
Note
2021
2020
A$'000
A$'000
The above balance sheet should be read in conjunction with the accompanying notes on page 43 to 77
39
Assets
Current assets
Cash and cash equivalents
10
9,210
6,660
Trade and other receivables
11
3,001
4,107
Inventories
12
5,518
2,761
Income tax receivable
-
15
Other assets
13
1,695
634
Total current assets
19,424
14,177
Non-current assets
Property, plant and equipment
14
764
1,216
Right-of-use assets
15
3,487
5,362
Intangibles
16
26,370
30,168
Other assets
13
1,777
1,629
Deferred tax
9
322
3,407
Total non-current assets
32,720
41,782
Total assets
52,144
55,959
Liabilities
Current liabilities
Trade and other payables
17
14,304
18,985
Contract liabilities
18
7,047
6,186
Lease liabilities
19
1,593
1,581
Employee benefits
1,116
1,148
Provisions
20
1,089
1,280
Total current liabilities
25,149
29,180
Non-current liabilities
Lease liabilities
19
3,705
5,048
Employee benefits
584
450
Total non-current liabilities
4,289
5,498
Total liabilities
29,438
34,678
Net assets
22,706
21,281
Equity
Stated capital
21
338,215
328,971
Other reserves
22
(124,350)
(124,979)
Accumulated losses
(191,139)
(182,691)
Equity attributable to the owners of MySale Group Plc
22,726
21,301
Non-controlling interests
(20)
(20)
Total equity
22,706
21,281
MySale Group Plc
Balance sheet
As at 30 June 2021
The above balance sheet should be read in conjunction with the accompanying notes on page 43 to 77
40
The financial statements of MySale Group Plc (company number 115584 (Jersey)) were approved by the Board of Directors
and authorised for issue on 04 October 2021. They were signed on its behalf by:
Carl Jackson Charles Butler
Chairman Senior Independent Director
04 October 2021
MySale Group Plc
Statement of changes in equity
For the year ended 30 June 2021
The above statement of changes in equity should be read in conjunction with the accompanying notes on page 43 to 77
41
Stated
capital
Other
Accumulated
Non-
controlling
Total equity
account
reserves
losses
interest
Consolidated
A$'000
A$'000
A$'000
A$'000
A$'000
Balance at 1 July 2019
306,363
(123,125)
(179,131)
(20)
4,087
Loss after income tax expense for the year
-
-
(3,560)
-
(3,560)
Other comprehensive loss for the year, net of
tax
-
(2,125)
-
-
(2,125)
Total comprehensive loss for the year
-
(2,125)
(3,560)
-
(5,685)
Transactions with owners in their capacity as
owners:
Issue of ordinary shares, net of transaction
costs (note 21)
22,608
-
-
-
22,608
Share-based payments (note 32)
-
271
-
-
271
Balance at 30 June 2020
328,971
(124,979)
(182,691)
(20)
21,281
Stated
capital
Other
Accumulated
Non-
controlling
Total equity
account
reserves
losses
interest
Consolidated
A$'000
A$'000
A$'000
A$'000
A$'000
Balance at 1 July 2020
328,971
(124,979)
(182,691)
(20)
21,281
Loss after income tax expense for the year
-
-
(8,448)
-
(8,448)
Other comprehensive income for the year, net
of tax
-
432
-
-
432
Total comprehensive (loss)/income for the year
-
432
(8,448)
-
(8,016)
Transactions with owners in their capacity as
owners:
Share-based payments (note 32)
-
197
-
-
197
Issue of ordinary shares, net of transaction
costs (note 21)
9,244
-
-
-
9,244
Balance at 30 June 2021
338,215
(124,350)
(191,139)
(20)
22,706
The non-controlling interest has 49% equity holding in Simply Send It Pty Limited. Refer to note 30 for details.
MySale Group Plc
Statement of cash flows
For the year ended 30 June 2021
Consolidated
Note
2021
2020
A$'000
A$'000
The above statement of cash flows should be read in conjunction with the accompanying notes on page 43 to 77
42
Cash flows from operating activities
Loss before income tax expense for the year
(5,363)
(3,389)
Adjustments for:
Depreciation and amortisation
7,007
7,520
Net loss on disposal of property, plant and equipment
155
390
Net loss on disposal of intangibles
4
128
Share-based payments
197
-
Interest income
(78)
(4)
Interest expense
299
400
2,221
5,045
Change in operating assets and liabilities:
Decrease in trade and other receivables
1,106
7,320
(Increase)/decrease in inventories
(2,757)
13,202
Decrease in other operating assets
(1,194)
2,502
Decrease in trade and other payables
(4,311)
(17,307)
Increase/(decrease) in contract liabilities
861
(4,222)
Decrease in other provisions
(88)
(578)
(4,162)
5,962
Interest received
78
4
Interest paid
(299)
(51)
Income taxes paid
-
(321)
Net cash (used in)/from operating activities
(4,383)
5,594
Cash flows from investing activities
Payments for property, plant and equipment
14
(135)
(980)
Payments for intangibles
16
(1,231)
(1,633)
Net cash used in investing activities
(1,366)
(2,613)
Cash flows from financing activities
Proceeds from issue of shares, net of transactions costs
21
9,244
22,608
Repayment of borrowings
-
(5,200)
Repayment of leases
25
(1,007)
(1,163)
Net cash from financing activities
8,237
16,245
Net increase in cash and cash equivalents
2,488
19,226
Cash and cash equivalents at the beginning of the financial year
6,660
(12,323)
Effects of exchange rate changes on cash and cash equivalents
62
(243)
Cash and cash equivalents at the end of the financial year
10
9,210
6,660
MySale Group Plc
Notes to the financial statements
30 June 2021
43
Note 1. General information
MySale Group Plc is a group consisting of MySale Group Plc (the 'Company' or 'parent entity') and its subsidiaries (the
'Group'). The financial statements of the Group, in line with the location of the majority of the Group's operations and
customers, are presented in Australian dollars and generally rounded to the nearest thousand dollars.
The principal business of the Group is the operating of online shopping outlets for consumer goods like ladies, men's and
children’s fashion clothing, accessories, beauty and homeware items.
MySale Group Plc is a public company, limited by shares, listed on the AIM (Alternate Investment Market), a sub-market of
the London Stock Exchange. The Company is incorporated and registered under the Companies (Jersey) Law 1991. The
company is domiciled in Australia.
The registered office of the Company is Ogier House, The Esplanade, 44 Esplanade Street. Helier, JE4 9WG, Jersey and
principal place of business is at 3/120 Old Pittwater Road, Brookvale, NSW 2100, Australia. Company number 115584
(Jersey). Incorporated as of 28 May 2014.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 04 October 2021.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the International
Accounting Standards Board ('IASB') which have been endorsed by the European Union that are mandatory for the current
reporting period. The adoption of these Accounting Standards and Interpretations did not have a material impact on the
Group.
New Accounting Standards and Interpretations not yet mandatory or early adopted
International Financial Reporting Standards ('IFRS') and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The
Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Basis of preparation
These financial statements have been prepared in accordance with applicable Jersey Law and International Financial
Reporting Standards ('IFRS' or 'IFRSs') as adopted for use in the European Union (the 'EU') and IFRS Interpretations
Committee interpretations (together 'EUIFRS').
Parent company financial information
Under Article 105(11) of the Companies (Jersey) Law 1991, a parent company preparing consolidated financial statements
need not present solus (parent company only) financial information, unless required to do so by an ordinary resolution of the
Company’s members. The Company’s members did not pass an ordinary resolution on this matter and hence Parent
Company financial information has not been presented for the year.
Historical cost convention
The financial statements have been prepared under the historical cost convention.
Going concern
The consolidated financial statements have been prepared on a going concern basis. In reaching their assessment, the
Directors have considered a period extending at least 12 months from the date of approval of these financial statements.
The Group’s business activities and financial position, together with the factors likely to affect its future development,
performance and position, are set out in (section (4) of the Strategic Report]. In addition, note 24 includes the Group’s
objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial
instruments; and its exposures to credit risk and liquidity risk. The Group prepare budgets and cashflow forecasts to ensure
that the Group can meet its liabilities as they fall due.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
44
As at 30 June 2021, the Group’s current liabilities exceeds current assets by A$5,725,000 (2020: A$15,003,000) and the
Group incurred a loss after tax of A$8,448,000 (2020: A$3,560,000) and net cash used in operating activities of A$4,383,000
(2020: net cash from operating activities of A$5,285,000).
The uncertainty as to the future impact on the Group of the COVID-19 pandemic has been considered as part of the Group’s
adoption of the going concern basis. The Directors continue to monitor developments and the potential impact of any new
measures imposed due to COVID-19 on the operational and financial risks of the Group.
Immediate action has been taken to protect the cash resources of the business until further certainty is gained. These
measures include, but are not limited to:
●
strengthening the cash position by raising an additional A$9,244,000 as of 8 October 2020 (note 22); and
●
obtaining government support as part of various economic stimulus initiatives.
The Directors have prepared cash flow forecasts covering a period to 31 December 2022. This assessment has included
consideration of the forecast performance of the business for the foreseeable future and the cash available to the Group. In
preparing these forecasts, the Directors have considered a number of detailed sensitivities, including a worst case scenario
considering the potential impact of Covid-19.
If revenue were to fall in line with the worst case model, the Group would take further remedial action to counter the reduction
in profit and cash through a cost cutting exercise that would include staff redundancies and general cost control measures.
Included in the Group’s current liabilities is balance for contract liabilities (non-cash liabilities) of A$7,047,000 (2020:
A$6,186,000). Excluding this the Group’s current assets exceed current liabilities by A$1,322,000 (2020: current liabilities
exceed assets by A$8,817,000).
Additionally, the Group has a proven track record of raising capital to assist with cash flow needs as and when required.
Based on current trading, the worst case scenario is considered unlikely. However, it is difficult to predict the overall impact
and outcome of COVID-19 at this stage, particularly if the second wave continues in to 2022. Nevertheless, after making
enquiries, and considering the uncertainties described above, the Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to
adopt the going concern basis in preparing the annual report and financial statements.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of MySale Group Plc as at 30
June 2021 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
45
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and
other comprehensive income, balance sheet and statement of changes in equity of the Group. Losses incurred by the Group
are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Foreign currency translation
Foreign currency transactions
Foreign currency transactions are translated into the entity’s functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into the Group's presentational currency, the Australian dollar,
using the exchange rates at the reporting date. The revenues and expenses of foreign operations included in each of the
statement of profit or loss and other comprehensive are translated into Australian dollars using the average exchange rates,
which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are
recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange
for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a
customer; identifies the performance obligations in the contract; determines the transaction price; allocates the transaction
price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts
the transfer to the customer of the goods or services promised.
Sale of goods
The Group's revenue mainly comprises the sale of goods online, in-store, and by wholesale to businesses. Revenue is
recognised when control of the goods has transferred to the customer at an amount that reflects the consideration to which
the Group expects to be entitled.
The Group operates mostly an online retail business selling men's, ladies and children's apparel, accessories, beauty and
homeware items. Revenue from sale of goods is recognised at the point in time when the customer obtains control of the
goods, which is generally at the time of delivery. Sales represent product delivered less actual and estimated future returns,
and slotting fees, rebates and other trade discounts accounted for as reductions of revenue. Online sales are usually by
credit card or online payment.
It is the Group's policy to sell its products to the customer with a right of return within 30 days. Accruals for sales returns are
estimated on the basis of historical returns and are recorded so as to allocate them to the same period in which the original
revenue is recorded. Refer to note 20 for details.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
46
Commission revenue
Commission revenue is generated when the Group, acting as an agent, uses its Marketplace to arrange the sale of products
by suppliers to its customers. The supplier of the products to the customer is the principal in the principal-agency agreement.
Commissions are recognised at the time the goods are sold.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Group will comply with all attached conditions. Government grants are recognised in profit or loss over the
period necessary to match with the costs that they are intended to compensate. Government grants relating to COVID-19
wage subsidies in Australia, New Zealand and Singapore are netted off against employee costs in profit or as detailed in
note 8.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
●
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and tax losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
MySale Group Plc (the 'head entity') and its wholly-owned Australian subsidiaries plus Apac Sale Group Pte. Ltd. have
formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax
consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has
applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members
of the tax consolidated group.
Current and non-current classification
Assets and liabilities are presented in the balance sheet based on current and non-current classification.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
47
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is current when: it is expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose
of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the
settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables consist of wholesale debtor and online
customer. Wholesale debtors are generally due for settlement within 30 days of recognition and online customers are
generally due for settlement within 3-43 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Right of return assets
Right of return assets represents the right to recover inventory sold to customers and is based on an estimate of customers
who may exercise their right to return the goods and claim a refund. Such rights are measured at the value at which the
inventory was previously carried prior to sale, less expected recovery costs and any impairment.
Inventories
Goods for resale are stated at the lower of cost and net realisable value on a 'weighted average cost' basis. Cost comprises
purchase, delivery and direct labour costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to
make the sale.
A provision is made to write down any obsolete or slow-moving inventory to net realisable value, based on management's
assessment of the expected future sales of that inventory, the condition of the inventory and the seasonality of the inventory.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent expenditure relating to plant and equipment that has already been recognised is added to the carrying amount
of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when
incurred.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over
their expected useful lives as follows:
Leasehold improvements
5-7 years
Plant and equipment
3-7 years
Fixtures and fittings
5-10 years
Motor vehicles
4-5 years
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
48
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
Intangible assets
Externally acquired intangible assets are initially recognised at cost. Indefinite life intangible assets are not amortised and
are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less
amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible
assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset.
Useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful
life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Customer relationships
Customer relationships acquired in a business combination are amortised on a straight-line basis over the period of their
expected benefit, being their finite useful life of three years.
ERP system and software
Acquired enterprise resource planning ('ERP') systems and software costs are initially capitalised at cost which includes the
purchase price, net of any discounts and rebates, and other directly attributable cost of preparing the asset for its intended
use. Direct expenditure including employee costs, which enhances or extends the performance of these systems beyond its
specifications and which can be reliably measured, is added to the original costs incurred. These costs are amortised on a
straight-line basis over the period of their expected benefit, being their finite useful lives of between three and five years.
Costs associated with maintenance are recognised as an expense in profit or loss when incurred.
Impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that it might be impaired. Other non-financial assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable amount.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
49
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Trade and other payables are initially recognised at fair value and subsequently measured at amortised
cost. Due to their short-term nature they are not discounted. The amounts are unsecured and are usually paid within 30 days
of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is
probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of
money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision
resulting from the passage of time is recognised as a finance cost.
Refund liabilities
Refund liabilities are recognised where the Group receives consideration from a customer and expects to refund some, or
all, of that consideration to the customer. A refund liability is measured at the amount of consideration received or receivable
for which the Group does not expect to be entitled and is updated at the end of each reporting period for changes in
circumstances. Historical data is used across product lines to estimate such returns at the time of sale based on an expected
value methodology.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries and other employee benefits expected to be settled wholly within 12 months of the reporting
date are measured at the amounts expected to be paid when the liabilities are settled.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
50
Other long-term employee benefits
Employee benefits not expected to be settled within 12 months of the reporting date are measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
Long-term employee incentive plan
The Group operates an employee incentive plan to reward and retain key employees. The Group recognises a provision
where contractually obliged or where there is a past practice that has created a constructive obligation.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees. There are no cash-settled share-based
compensation benefits.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
Monte-Carlo 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, together with non-vesting conditions that do not determine whether the Group receives
the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Share capital
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a
financial liability or financial asset. The Group's ordinary shares are classified as equity instruments.
Share capital represents the nominal value of shares that have been issued. Share premium includes any premiums received
on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net
of any related income tax.
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or
loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any
difference between the carrying amount and the consideration, if reissued, is recognised in the share premium.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
51
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of MySale Group Plc, 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 financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential
ordinary shares. Diluted earnings per share is not calculated if anti-dilutive.
Value Added Tax ('VAT'), Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated VAT/GST, unless the VAT/GST incurred is
not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of VAT/GST receivable or payable. The net amount of VAT/GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the balance sheet.
Cash flows are presented on a gross basis. The VAT/GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of VAT/GST recoverable from, or payable to, the tax
authority.
Rounding of amounts
Amounts in this report have been rounded off to the nearest thousand dollars, or in certain cases, the nearest dollar.
Comparatives
Certain comparatives have been reclassified, where necessary, to be consistent with current period presentation, particularly
in the statement of cash flows, with no effect on the results and net assets..
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Judgements
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based
on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the
carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such
determination is made.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions (continued)
52
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying
asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included
in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise
an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors
considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs
and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option,
or not exercise a termination option, if there is a significant event or significant change in circumstances.
Estimates
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount
future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is
based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
Impairment of non-financial assets
The Group assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the Group
and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset
is determined. This involves assessing the value of the asset at fair value less costs of disposal and using value-in-use
models which incorporate a number of key estimates and assumptions.
Provision for impairment of inventories
The provision for obsolete and slow-moving inventories assessment requires a degree of estimation and judgement. The
level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other
factors that affect inventory obsolescence. Refer to note 12 for further details.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant
and equipment, right-of-use assets and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated or technically obsolete or non-strategic assets that have been abandoned or sold will be
written off or written down.
Goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
has suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-
generating units have been determined based on value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future
cash flows. Refer to note 16 for further details.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses. Significant judgement is required to
determine the amount of deferred tax assets that can be recognised based on the estimates and assumptions made in
relation to the timing and level of future taxable amounts that will be available. The assessment of impairment was made by
looking into the next two years of forecasted taxable profits. Refer to note 9 for further details.
Note 4. Operating segments
Identification of reportable operating segments
The Group's operating segments are determined based on the internal reports that are reviewed and used by the Board of
Directors (being the CODM) in assessing performance and in determining the allocation of resources.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 4. Operating segments (continued)
53
The CODM reviews revenue and gross profit by reportable segments, being geographical regions. The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in these financial statements.
The Group operates separate websites in each country that it sells goods in. Revenue from external customers is attributed
to each country based on the activity on that country's website. Similar types of goods are sold in all segments. The Group's
operations are unaffected by seasonality.
Intersegment transactions
Intersegment transactions were made at market rates and are eliminated on consolidation.
Segment assets and liabilities
Assets and liabilities are managed on a Group basis. The CODM does not regularly review any asset or liability information
by segment and, accordingly there is no separate segment information. Refer to the balance sheet for Group assets and
liabilities.
Major customers
During the year ended 30 June 2021 there were no major customers (2020: none). A customer is considered major if its
revenues are 10% or more of the Group's revenue.
Operating segment information
Australia and
South-East
New Zealand
Asia
Total
Consolidated - 2021
A$'000
A$'000
A$'000
Revenue
Sales to external customers transferred at a point in time
109,726
7,141
116,867
Commission revenue recognised at a point in time
1,026
-
1,026
Total revenue
110,752
7,141
117,893
Gross profit
43,580
2,837
46,417
Other (loss)/gain, net
(1,120)
Selling and distribution expenses
(31,955)
Administration expenses
(18,267)
Finance income
78
Finance costs
(299)
Impairment of receivables
(217)
Loss before income tax expense
(5,363)
Income tax expense
(3,085)
Loss after income tax expense
(8,448)
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 4. Operating segments (continued)
54
Australia and
South-East
New Zealand
Asia
Total
Consolidated - 2020
A$'000
A$'000
A$'000
Revenue
Sales to external customers transferred at a point in time
118,107
12,925
131,032
Commission revenue recognised at a point in time
-
-
-
Total revenue
118,107
12,925
131,032
Gross profit
38,943
4,937
43,880
Other gain/(loss), net
8,626
Selling and distribution expenses
(37,015)
Administration expenses
(20,746)
Finance income
4
Finance costs
(400)
Recovery of receivables
2,262
Loss before income tax expense
(3,389)
Income tax expense
(171)
Loss after income tax expense
(3,560)
Note 5. Other operating (losses)/gains, net
Consolidated
2021
2020
A$'000
A$'000
Net foreign exchange (losses)/gains
(921)
893
Net loss on disposal of property, plant and equipment
(157)
(23)
Debt forgiveness *
-
7,723
Other (losses)/income
(42)
33
Other operating (losses)/gains, net
(1,120)
8,626
*
In the prior year, the Group agreed with its financier Hong Kong and Shanghai Banking Corporation Plc (‘HSBC’) to
extinguish all borrowing facilities, Corporate Guarantees and Indemnities with a repayment of A$10,914,000. As part of
this repayment HSBC agreed to provide the Group with a debt forgiveness amount of A$7,723,000.
Note 6. EBITDA reconciliation (earnings before interest, taxation, depreciation and amortisation)
Consolidated
2021
2020
A$'000
A$'000
EBITDA reconciliation
Loss before income tax
(5,363)
(3,389)
Less: Interest income
(78)
(4)
Add: Interest expense
299
400
Add: Depreciation and amortisation
7,007
7,526
EBITDA
1,865
4,533
Underlying EBITDA represents EBITDA adjusted for certain items, as outlined below.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 6. EBITDA reconciliation (earnings before interest, taxation, depreciation and
amortisation) (continued)
55
Consolidated
2021
2020
A$'000
A$'000
Underlying EBITDA reconciliation
EBITDA
1,865
4,533
(Recovery)/impairment of receivables
217
(1,505)
Debt forgiveness (note 5)
-
(7,723)
Share-based payments
197
271
Reorganisation costs *
652
1,796
One-off costs of non-trading, non-recurring nature including acquisition expenses
357
660
Unrealised foreign exchange movements
904
(763)
Underlying EBITDA
4,192
(2,731)
*
Costs in relation to the closure of overseas operations.
Management has presented the EBITDA and underlying EBITDA as these are performance measures used to monitor and
understand the Group’s financial performance. EBITDA is calculated by adjusting loss before income tax from continuing
operations to exclude the impact of taxation, interest income, interest expense, depreciation and amortisation. Underlying
EBITDA is calculated as EBITDA adjusted for certain items including impairment losses/reversals related to goodwill and
receivables, share-based payments and unrealised foreign exchange movements. Underlying EBITDA and EBITDA are not
defined performance measures in IFRS Standards.
Note 7. Expenses
Consolidated
2021
2020
A$'000
A$'000
Loss before income tax includes the following specific expenses:
Sales, distribution and administration expenses:
Staff costs (note 8)
15,625
17,823
Marketing expenses
10,130
8,297
Delivery costs
11,395
14,776
Short-term leases
512
1,577
Low value leases
-
26
Merchant and other professional fees
3,782
4,638
Depreciation and amortisation
7,007
7,526
Loss on disposal of property, plant and equipment
157
81
Loss on disposal of intangibles
4
115
Impairment/(Recovery) of receivables
217
(1,505)
Other administration costs
1,393
4,407
Total sales, distribution and administration expenses
50,222
57,761
Finance costs
Interest and finance charges paid/payable on borrowings
-
159
Interest and finance charges paid/payable on lease liabilities
299
241
Finance costs expensed
299
400
MySale Group Plc
Notes to the financial statements
30 June 2021
56
Note 8. Staff costs
Consolidated
2021
2020
A$'000
A$'000
Aggregate remuneration:
Wages and salaries *
13,359
14,922
Social security costs
1,106
1,344
Long term employee incentive plan (note 32)
197
271
Other staff costs and benefits
963
1,286
Total staff costs
15,625
17,823
*
During the financial year and related to the COVID-19 pandemic, certain entities within the Group received JobKeeper
support payments from the Australian government and wage subsidies from the New Zealand and Singapore
governments. These subsidies were passed on to the eligible employees and have been recognised in the financial
statements net of employment costs over the relevant periods. The net impact (gross amount less top up payments to
casual employees) recognised in profit or loss during the financial year was A$1,101,000 (2020: A$947,000) in respect
of JobKeeper and A$43,000 (2020: A$91,000) in respect of New Zealand and Singapore wage subsidies.
Consolidated
2021
2020
The average monthly number of employees (including executive directors and those on a
part-time basis) was:
Sales and distribution
68
81
Administration
54
89
122
170
Details of Directors’ remuneration and interests are provided in the audited section of the Directors’ remuneration report and
should be regarded as part of these financial statements.
MySale Group Plc
Notes to the financial statements
30 June 2021
57
Note 9. Income tax
Consolidated
2021
2020
A$'000
A$'000
Income tax expense
Current tax
-
160
Adjustment recognised for prior years
-
11
Write-off of deferred tax asset
3,085
-
Aggregate income tax expense
3,085
171
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(5,363)
(3,389)
Tax at the statutory tax rate of 30%
(1,609)
(1,017)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Effect of overseas tax rates
(104)
65
Non-taxable income or expense
(11)
(2,456)
Tax-exempt income
-
(18)
(1,724)
(3,426)
Prior year tax losses not recognised now recognised
-
34
Change in unrecognised deductible temporary differences
1,724
3,552
Impairment of deferred tax assets
3,085
-
Adjustment recognised for prior periods
-
11
Income tax expense
3,085
171
The tax rates of the main jurisdictions are Australia 30% (2020: 30%), Singapore 17% (2020: 17%) and New Zealand 28%
(2020: 28%). Company profits are subject to Jersey Corporate Income Tax at a rate of 0%.
Consolidated
2021
2020
A$'000
A$'000
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised:
Tax losses
-
299
Accrued expenses
36
258
Provisions
483
2,553
Sundry
(347)
(285)
Property, plant and equipment
-
242
Right-of-use assets
150
380
Intangibles
-
(40)
Deferred tax asset
322
3,407
Movements:
Opening balance
3,407
3,369
Exchange differences
-
38
Write-off to profit or loss
(3,085)
-
Closing balance
322
3,407
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 9. Income tax (continued)
58
Deferred income tax assets are recognised for tax losses, non-deductible accruals and provisions and capital allowances
carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. Deferred tax
assets have not been recognised for trading losses totalling A$109,256,000 (2020: A$103,548,000), given the lack of visibility
over the level of future profitability of the Group.
Note 10. Cash and cash equivalents
Consolidated
2021
2020
A$'000
A$'000
Current assets
Cash at bank
9,100
6,550
Bank deposits at call
110
110
9,210
6,660
Note 11. Trade and other receivables
Consolidated
2021
2020
A$'000
A$'000
Current assets
Trade receivables
1,715
2,479
Less: Allowance for expected credit losses
(17)
(183)
1,698
2,296
Other receivables
-
369
Sales tax receivable
1,303
1,442
3,001
4,107
Trade receivables include uncleared cash receipts due from online customers which amounted to A$1,713,000 (2020:
A$2,261,000).
Allowance for expected credit losses
The Group has recognised a loss of A$217,000 (2020: recovery of A$2,262,000) in profit or loss in respect of impairment of
receivables for the year ended 30 June 2021.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 11. Trade and other receivables (continued)
59
The ageing of the trade receivables and the merchant receivables (uncleared cash receipts due from online customers) and
allowance for expected credit losses provided for above are as follows:
Expected credit loss rate
Carrying amount
Allowance for expected
credit losses
2021
2020
2021
2020
2021
2020
Consolidated
%
%
A$'000
A$'000
A$'000
A$'000
Merchant receivables:
1-30 days overdue
-
0.10%
1,652
2,061
-
2
31-60 days overdue
-
56.44%
44
74
-
42
Over 61 days
100.00%
100.00%
17
126
17
126
1,713
2,261
17
170
Trade receivables:
Not overdue
-
-
27
96
-
-
1-30 days overdue
-
-
-
109
-
-
Over 61 days
100.00%
100.00%
(25)
13
-
13
2
218
-
13
1,715
2,479
17
183
Movements in the allowance for expected credit losses are as follows:
Consolidated
2021
2020
A$'000
A$'000
Opening balance
183
5,389
Unused amounts reversed
-
(2,262)
Receivables written off during the year as uncollectable
(166)
(2,944)
Closing balance
17
183
Note 12. Inventories
Consolidated
2021
2020
A$'000
A$'000
Current assets
Goods for resale
8,790
8,968
Obsolete and slow-moving inventory provision
(3,272)
(6,207)
5,518
2,761
Write-downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2021 amounted
to A$964,000 (2020: expense of A$948,000) and has been included in 'cost of sales' in profit or loss.
MySale Group Plc
Notes to the financial statements
30 June 2021
60
Note 13. Other assets
Consolidated
2021
2020
A$'000
A$'000
Current assets
Prepayments
161
284
Prepaid inventory*
1,033
90
Right of return assets
501
260
1,695
634
Non-current assets
Deposit given for lease agreements
1,213
1,629
Lease receivables
564
-
1,777
1,629
3,472
2,263
*
Prepaid inventory relates to the costs of goods for resale that have been paid for by the Group but not delivered to its
distribution centres for further dispatch to the customers who placed the orders as at the reporting date. The
corresponding cash received in advance from customers are accounted for within the contract liabilities category in the
balance sheet which includes the total amount of cash received for the goods not delivered to customers at the reporting
date.
Note 14. Property, plant and equipment
Consolidated
2021
2020
A$'000
A$'000
Non-current assets
Leasehold improvements - at cost
1,013
1,949
Less: Accumulated depreciation
(521)
(1,185)
492
764
Plant and equipment - at cost
4,886
5,027
Less: Accumulated depreciation
(4,650)
(4,670)
236
357
Fixtures and fittings - at cost
704
940
Less: Accumulated depreciation
(668)
(845)
36
95
Motor vehicles - at cost
79
209
Less: Accumulated depreciation
(79)
(209)
-
-
764
1,216
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 14. Property, plant and equipment (continued)
61
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Leasehold
Plant and
Fixtures
Motor
improvements
equipment
and fittings
vehicles
Total
Consolidated
A$'000
A$'000
A$'000
A$'000
A$'000
Balance at 1 July 2019
309
615
243
19
1,186
Additions
622
48
1
-
671
Disposals
-
-
(65)
(16)
(81)
Depreciation expense
(167)
(306)
(84)
(3)
(560)
Balance at 30 June 2020
764
357
95
-
1,216
Additions
41
101
-
-
142
Disposals
(114)
(25)
(16)
-
(155)
Exchange differences
(1)
(3)
(3)
-
(7)
Depreciation expense
(198)
(193)
(41)
-
(432)
Balance at 30 June 2021
492
236
36
-
764
Depreciation expense is included in 'administration expenses' in profit or loss.
Note 15. Right-of-use assets
Consolidated
2021
2020
A$'000
A$'000
Non-current assets
Property and equipment - right-of-use
6,180
6,505
Less: Accumulated depreciation
(2,693)
(1,143)
3,487
5,362
The Group leases buildings for its offices, warehouses and retail outlets under agreements of between one to five years with,
in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are
renegotiated.
The Group leases office equipment under agreements of less than one year. These leases are either short-term or low value,
so have been expensed as incurred and not capitalised as right-of-use assets.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 15. Right-of-use assets (continued)
62
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Property
Equipment
Total
Consolidated
A$'000
A$'000
A$'000
Balance at 1 July 2019
-
-
-
Opening cost on adoption of IFRS 16
1,673
51
1,724
Additions
4,781
-
4,781
Depreciation expense
(1,130)
(13)
(1,143)
Balance at 30 June 2020
5,324
38
5,362
Additions
300
-
300
Transfers out*
(625)
-
(625)
Depreciation expense
(1,537)
(13)
(1,550)
Balance at 30 June 2021
3,462
25
3,487
*
Relates to a sublease which has been recognised as a lease receivable during the financial year and included in note
13.
For other lease related disclosures refer to the following:
●
note 7 for details of short-term and low value lease expensed in profit or loss;
●
note 19 for lease liabilities as at the reporting date;
●
note 24 for undiscounted future lease commitments; and
●
note 25 and the statement of cash flows for repayment of lease liabilities.
Note 16. Intangibles
Consolidated
2021
2020
A$'000
A$'000
Non-current assets
Goodwill - at cost
21,233
21,214
Customer relationships - at cost
3,906
3,850
Less: Accumulated amortisation
(3,906)
(3,718)
-
132
Software - at cost
29,189
28,001
Less: Accumulated amortisation
(24,203)
(19,608)
4,986
8,393
ERP system
4,885
4,905
Less: Accumulated amortisation
(4,734)
(4,476)
151
429
26,370
30,168
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 16. Intangibles (continued)
63
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Customer
ERP
Goodwill
relationships
Software
system
Total
Consolidated
A$'000
A$'000
A$'000
A$'000
A$'000
Balance at 1 July 2019
21,221
144
12,196
919
34,480
Additions
-
-
1,621
12
1,633
Disposals
-
-
(112)
(3)
(115)
Exchange differences
(7)
-
-
-
(7)
Amortisation expense
-
(12)
(5,312)
(499)
(5,823)
Balance at 30 June 2020
21,214
132
8,393
429
30,168
Additions
-
-
1,213
-
1,213
Disposals
-
-
(2)
(2)
(4)
Exchange differences
19
-
(1)
(1)
17
Amortisation expense
-
(132)
(4,618)
(275)
(5,025)
Balance at 30 June 2021
21,233
-
4,986
151
26,370
Amortisation expense is included in 'administration expenses' in profit or loss.
Goodwill is allocated to the Group’s cash-generating units ('CGUs') identified according to business model as follows:
Consolidated
2021
2020
A$'000
A$'000
Online flash
19,477
19,458
Online retail
1,756
1,756
21,233
21,214
The Group's retail websites are OO.com, Deals Direct, and Top Buy. All other websites owned by the Group are online flash
websites.
The recoverable amounts of the CGUs were determined based on value-in-use. Cash flow projections used in the value-in-
use calculations were based on financial budgets approved by management covering a five year period. Cash flows beyond
the five year period were extrapolated using the estimated growth rates stated below.
Management determined budgeted gross margin based on expectations of market developments. The growth rates used
were conservative based on industry forecasts. The discount rates used were pre-tax and reflected specific risks relating to
the CGUs.
Online flash
Key assumptions used for value-in-use calculations:
Consolidated
2021
2020
%
%
Budgeted gross margin
29.09%
29.50%
Five year compound growth rate
25.49%
3.00%
Long-term growth rate
2.00%
2.00%
Pre-tax discount rate
9.00%
9.00%
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 16. Intangibles (continued)
64
Based on the assessment, no impairment charge (2020: none) is required. Management has performed a number of
sensitivity tests on the above rates and note that there is no impairment indicators arising from this analysis. The recoverable
amount exceeded the carrying amount by A$138,276,000 (2020: A$79,700,000).
Online retail
Key assumptions used in value-in-use calculation
2021
2020
%
%
Budgeted gross margin
28.73%
28.30%
Five year compound growth rate
25.49%
0.80%
Long-term growth rate
2.00%
2.00%
Pre-tax discount rate
9.00%
9.00%
Based on the assessment, no impairment charge (2020: none) is required. The recoverable amount exceeded the carrying
amount by A$6,318,000 (2020: A$3,010,000).
Sensitivity
As disclosed in note 3, the Directors have made judgements and estimates in respect of impairment testing of goodwill.
Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. Sensitivity analysis
has been performed on the value-in-use calculations, holding all other variables constant, to:
●
apply a 1% increase in pre-tax discount rate from 9.00% to 10.00%. No impairment would occur in the online flash CGU.
The recoverable amount exceeded the carrying amount by A$116,245,000;
●
apply a 100 basis point decrease in margin from 28.73% to 27.73%. No impairment would occur in the online flash
CGU. The recoverable amount exceeded the carrying amount by A$95,274,000;
●
apply a 10% decrease in growth rate from 25.49% to 15.49%. No impairment would occur in the online flash CGU. The
recoverable amount exceeded the carrying amount by A$93,221,000;
●
apply a 1% increase in pre-tax discount rate from 9.00% to 10.00%. No impairment would occur in the online retail
CGU. The recoverable amount exceeded the carrying amount by A$5,190,000; and
●
apply a 100 basis point decrease in margin from 28.73% to 27.73%. No impairment would occur in the online retail
CGU. The recoverable amount exceeded the carrying amount by A$4,117,000.
●
apply a 10% decrease in growth rate from 25.49% to 15.49%. No impairment would occur in the online retail CGU. The
recoverable amount exceeded the carrying amount by A$4,012,000;
Note 17. Trade and other payables
Consolidated
2021
2020
A$'000
A$'000
Current liabilities
Trade payables
8,380
13,053
Other payables and accruals
3,541
3,163
Sales tax payable
2,383
2,769
14,304
18,985
Refer to note 24 for further information on financial instruments and capital risk management.
MySale Group Plc
Notes to the financial statements
30 June 2021
65
Note 18. Contract liabilities
Consolidated
2021
2020
A$'000
A$'000
Current liabilities
Contract liabilities
7,047
6,186
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was A$7,047,000 as at 30 June 2021 (A$6,186,000 as at 30 June 2020) and is expected to be recognised
as revenue in future periods as follows:
Consolidated
2021
2020
A$'000
A$'000
Within six months
7,047
6,186
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
Note 19. Lease liabilities
Consolidated
2021
2020
A$'000
A$'000
Current liabilities
Lease liability
1,593
1,581
Non-current liabilities
Lease liability
3,705
5,048
5,298
6,629
Refer to note 24 for information on the maturity analysis of lease liabilities.
Note 20. Provisions
Consolidated
2021
2020
A$'000
A$'000
Current liabilities
Lease make good provision
105
458
Gift voucher provision
160
309
Sales returns provision
824
513
1,089
1,280
Lease make good provision
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the
end of the respective lease terms.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 20. Provisions (continued)
66
Gift voucher provision
The provision represents the estimated costs to honour gift vouchers that are in circulation and not expired.
Sales return provision
The provision represents the costs for goods expected to be returned by customers.
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Lease make
Gift
Sales
good
vouchers
returns
Total
Consolidated - 2021
A$'000
A$'000
A$'000
A$'000
Carrying amount at the start of the year
458
309
513
1,280
Additional provisions recognised
-
160
706
866
Amounts used
(353)
(309)
(395)
(1,057)
Carrying amount at the end of the year
105
160
824
1,089
Note 21. Stated capital
On 28 May 2014 the company converted ordinary shares of £1 nominal value to ordinary shares of £nil nominal value, in a
share-for-share exchange. In accordance with Companies (Jersey) Law 1991 Paragraph 39A, these issued shares have
been recognised and maintained in a stated capital account.
Consolidated
2021
2020
2021
2020
Shares
Shares
A$'000
A$'000
Ordinary shares £nil each - fully paid
902,465,982
817,240,853
338,215
328,971
Less: Treasury shares
(25,533,118)
(25,533,118)
-
-
876,932,864
791,707,735
338,215
328,971
Authorised stated capital
959,403,638 (2020: 874,178,509) ordinary shares of £nil each.
Movements in ordinary shares
Details
Date
Shares
A$'000
Balance
1 July 2019
154,331,652
306,363
Issue of shares
20 September 2019
640,376,083
22,608
Issue of shares
11 December 2019
22,533,118
-
Balance
30 June 2020
817,240,853
328,971
Issue of shares
8 October 2020
85,225,129
9,244
Balance
30 June 2021
902,465,982
338,215
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 21. Stated capital (continued)
67 (DRAFT 3.1)
Movements in treasury shares
Details
Date
Shares
A$'000
Balance
1 July 2019
3,000,000
-
Issue of shares under the management incentive scheme
5 December 2019
22,533,118
-
Balance
30 June 2020
25,533,118
-
Balance
30 June 2021
25,533,118
-
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders
should the Company be wound up in proportions that consider both the number of shares held and the extent to which those
shares are paid up.
Treasury shares
The Company has two employee share plans; (i) the Executive Incentive Plan (‘EIP’) and (i) the Loan Share Plan (‘LSP’). In
accordance with the terms of each plan 100% of the ordinary shares will vest three years from grant date subject either to
the achievement of the Underlying Earnings Before Interest, Tax, Depreciation and Amortisation (‘EBITDA’) included in the
Company’s internal forecasts set by the Board in the year of the grant or certain share price hurdles. Share options and loan
shares have been granted over the ordinary share capital of the Company and are accounted for as share-based payments.
That is, the fair value of the accounting expense in relation to these options and loan shares are recognised over the vesting
period.
Vested and unvested shares under the plans are recorded as treasury shares representing a deduction against issued
capital. When the loans are settled or the options are exercised, the treasury shares are reclassified as ordinary shares and
the equity will increase accordingly. Treasury shares have no dividend, or voting, rights.
Current year
On 8 October 2020, the Company issued 85,225,129 new ordinary shares to entities associated with Gabby Leibovich, Hezi
Leibovich and Nati Harpaz (together, the 'Subscription') and raised A$9,244,000 (£5,100,000). The Subscription successfully
built Catch.com.au into one of Australia's most successful online retailers, which included an inventory business as well as
a successful marketplace which had more than two million products available for Australian consumers.
The Group intends to use a proportion of the proceeds as capital investments in technology to expand and develop its
marketplace platform. The Group has been taking advantage of inventory available around the world and the proceeds will
enable further selective investment in inventory to continue to improve brand and inventory mix. At the reporting date, with
this additional investment, the Group had cash and cash equivalents of A$9,210,000 (2020: A$6,660,000) and will use the
funds to grow the business.
Prior year
On 20 September 2019, the Company finalised a share placement for A$23,329,000. Net proceeds after considering the
share issue costs of A$721,000 was A$22,608,000. The total number of new shares issued under the placement was
640,376,083.
On 11 December 2019, the Company issued 22,533,118 ordinary shares, 4,542,614 to MySale Group Trustee Limited, in
its capacity as the trustee of the MySale Group Plc Employee Benefit Trust ('EBT'), and 17,990,504 directly to those
Directors and management taking part in the Loan Share Plan as part of the Company’s management incentive scheme for
its Directors, Non-executive Directors, and senior management. These shares, in addition to the existing 3,000,000
ordinary shares already held in the EBT, will be used to satisfy the Share Awards, subject to the performance criteria being
met. Following admission of these shares, the Company's total issued share capital was 817,240,853 Ordinary Shares.
The total number of voting rights in the Company is 791,707,735 (25,553,118 with no voting rights).
MySale Group Plc
Notes to the financial statements
30 June 2021
68
Note 22. Other reserves
Consolidated
2021
2020
A$'000
A$'000
Foreign currency reserve
2,697
2,265
Share-based payments reserve
5,709
5,512
Capital reorganisation reserve
(132,756)
(132,756)
(124,350)
(124,979)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Capital reorganisation reserve
The reserve is used to recognise the difference between the purchase price of APAC Sale Group Pte. Ltd. and the net assets
acquired following a Group reorganisation in 2014.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
Share-based
Capital
currency
payments
reorganisation
Total
Consolidated
A$'000
A$'000
A$'000
A$'000
Balance at 1 July 2019
4,390
5,241
(132,756)
(123,125)
Foreign currency translation
(2,125)
-
-
(2,125)
Share-based payments (note 32)
-
271
-
271
Balance at 30 June 2020
2,265
5,512
(132,756)
(124,979)
Foreign currency translation
432
-
-
432
Share-based payments (note 32)
-
197
-
197
Balance at 30 June 2021
2,697
5,709
(132,756)
(124,350)
Note 23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 24. Financial instruments and capital risk management
Financial risk management objectives
The Group’s activities expose it to market risk (including foreign currency risk and interest rate risk), credit risk and liquidity
risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of
financial markets on the Group’s financial performance. The Group uses financial instruments such as currency forwards to
hedge certain financial risk exposures.
The Board of Directors (the 'Board') is responsible for setting the objectives and underlying principles of financial risk
management for the Group.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 24. Financial instruments and capital risk management (continued)
69
Financial risk management is carried out by the executive directors and the executive management team in accordance with
the policies set by the Board. They identify, evaluate and hedge financial risks in close co-operation with the Group’s
operating units. Regular reports are circulated and reviewed by executive directors.
Market risk
Foreign currency risk
Currency risk arises within entities in the Group when transactions are denominated in foreign currencies. The Company is
incorporated in Jersey and the Group operates predominantly from Australia with operations in New Zealand, USA, Asia
(including Malaysia, Thailand and Singapore) and UK. Entities in the Group regularly transact in currencies other than their
respective functional currencies ('foreign currencies'). The Group purchases products in these countries and other European
Union countries. Refer to note 5 for the foreign exchange gain / loss recognised in the year.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting
date were as follows:
Assets
Liabilities
2021
2020
2021
2020
Consolidated
A$'000
A$'000
A$'000
A$'000
US dollars
107
121
-
(49)
Pound sterling
1,655
996
-
(1,261)
New Zealand dollars
1,539
3,479
(26)
(330)
Singapore dollars
183
1,331
-
(132)
Malaysian ringgit
140
174
-
(89)
Russian ruble
185
47
-
(37)
3,809
6,148
(26)
(1,898)
The Group had net assets denominated in foreign currencies of A$3,783,000 as at 30 June 2021 (2020: net assets of
A$4,250,000). Based on this exposure, had the Australian dollar weakened by 10% / strengthened by 10% (2020: weakened
by 10% / strengthened by 10%) against these foreign currencies with all other variables held constant, the Group's foreign
exchange loss before tax for the year would have been A$378,000 lower / higher (2020: A$425,000 lower / higher). The
percentage change is the expected overall volatility of the significant currencies, which is based on management’s
assessment of reasonable possible fluctuations taking into consideration movements over the last 6 months each year and
the spot rate at each reporting date. Refer to note 5 for the actual foreign exchange gain or loss recognised for the year.
Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going concern, so that it
can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
Capital, as detailed in the table below, is regarded as total equity, as recognised in the balance sheet, plus net debt. Net debt
is calculated as total debt (including borrowings and lease liabilities) less cash and cash equivalents.
Consolidated
2021
2020
A$'000
A$'000
Lease liabilities
5,298
6,629
Borrowings
-
-
Less: Cash and cash equivalents
(9,210)
(6,660)
Net debt
(3,912)
(31)
Equity
22,706
21,281
Capital
18,794
21,250
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 24. Financial instruments and capital risk management (continued)
70
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The capital risk management policy remains unchanged from the 30 June 2020 Annual Report.
Price risk
The Group is not exposed to any significant price risk.
Cash flow and fair value interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to
changes in market interest rates.
The Group is not exposed to any significant cash flow interest rate risks arising mainly from interest bearing deposits.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.
The major classes of financial assets of the Group are bank deposits and cash held by merchant provider. For bank deposits
and merchant, the Group adopts the policy of dealing only with high credit quality financial institutions and major banks.
The principal business of the Group is online cash sales.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking
information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than one year. See note 11 for details of the allowance made against trade receivables.
Concentration of credit risk
There are no significant concentrations of credit risk within the Group. The credit risk on liquid funds is limited as the
counterparties are banks with high credit ratings.
Credit risk is managed by limiting the amount of credit exposure to any single counter-party for cash deposits.
Liquidity risk
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
Trade payables and other financial liabilities mainly arise from the financing of assets used in the Group's ongoing operations
such as plant and equipment and investments in working capital. These assets are considered in the Group's overall liquidity
risk.
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 24. Financial instruments and capital risk management (continued)
71
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the balance sheet.
Weighted
average
interest rate < 1 month 1-3 months
3-12
months
1-5 years
Total
undiscounte
d liability
Carrying
amount as
included on
balance
sheet
Consolidated - 2021
%
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
Non-derivatives
Non-interest bearing
Trade and other payables
-
11,044
1,248
2,012
-
14,304
14,304
Interest-bearing - variable
Lease liability
5.00%
172
517
1,331
4,835
6,855
5,298
Total non-derivatives
11,216
1,765
3,343
4,835
21,159
19,602
Weighted
average
interest rate < 1 month 1-3 months
3-12
months
1-5 years
Total
undiscounte
d liability
Carrying
amount as
included on
balance
sheet
Consolidated - 2020
%
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
Non-derivatives
Non-interest bearing
Trade and other payables
-
12,877
5,733
510
(135)
18,985
18,985
Interest-bearing - variable
Lease liability
5.00%
158
475
1,250
5,673
7,556
6,629
Total non-derivatives
13,035
6,208
1,760
5,538
26,541
25,614
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade
receivables and trade payables are assumed to approximate their fair values due to their short-term nature. The fair value of
financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is
available for similar financial instruments. Also, there is no material difference between the fair value of cash and cash
equivalents and the carrying amounts.
MySale Group Plc
Notes to the financial statements
30 June 2021
72
Note 25. Changes in liabilities arising from financing activities
Bank
Lease
loans
liability
Total
Consolidated
A$'000
A$'000
A$'000
Balance at 1 July 2019
5,200
20
5,220
Lease liability opening balance at 1/07/19 on adoption of IFRS 16
-
1,724
1,724
Net cash used in financing activities
(5,200)
(1,163)
(6,363)
Other changes – cash incentive
-
1,026
1,026
Interest and finance charges paid / payable on lease liabilities (note 7)
-
241
241
Acquisition of buildings and equipment - right-of-use
-
4,781
4,781
Balance at 30 June 2020
-
6,629
6,629
Net cash used in financing activities
-
(1,007)
(1,007)
Lease receivable (sub-lease)
-
(564)
(564)
Interest and finance charges paid / payable on lease liabilities (note 7)
-
299
299
Other changes
-
(59)
(59)
Balance at 30 June 2021
-
5,298
5,298
Note 26. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
Consolidated
2021
2020
A$'000
A$'000
Short-term employee benefits
2,213
2,108
Post-employment benefits
199
194
2,412
2,302
Key management includes Directors (executives and non-executives) and key heads of departments.
During the financial year ended 30 June 2021 A$1,968,000 (2020: A$6,323,000) performance rights were granted to
members of key management personnel under share-based payments plans operated by the Group as disclosed in note 32.
MySale Group Plc
Notes to the financial statements
30 June 2021
73
Note 27. Remuneration of auditors
Services provided by the Company's auditors and network firms
During the year the Company (including its overseas subsidiaries) obtained the following services from the Company's
auditors at costs as detailed below:
Consolidated
2021
2020
A$'000
A$'000
Fees payable to the Company's auditor and its associates for the audit of the consolidated
financial statements
202
201
Fees payable to the Company's auditor and its associates for other services:
- the audit of the Company's subsidiaries
58
49
- taxation services
12
39
- other non-audit services
240
29
512
318
Note 28. Contingent liabilities
During the year ended 30 June 2020, the Group issued bank guarantees through its banker, Hong Kong and Shanghai Bank
Corporation and Macquarie Bank, in respect of lease obligations amounting A$777,000.
There was no contingent liabilities as at 30 June 2021.
Note 29. Related party transactions
Parent entity
MySale Group Plc is both the parent company of the Group and also the ultimate parent entity of the group.
Subsidiaries
Interests in subsidiaries are set out in note 30.
The Group has utilised exemptions available to it to not report transactions with its 100% or majority owned subsidiaries that
are listed in note 30.
Key management personnel
Disclosures relating to key management personnel are set out in note 26.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Ultimate Controlling party
The directors consider that the Group has no ultimate controlling party.
MySale Group Plc
Notes to the financial statements
30 June 2021
74
Note 30. Interests in 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:
Parent
Non-controlling interest
Principal place of
business /
Ownership
interest
Ownership
interest
Ownership
interest
Ownership
interest
Country of
2021
2020
2021
2020
Name
incorporation
Principal activities
%
%
%
%
APAC Sale Group
Pte. Ltd.
3 Fusionopolis Link
#02-08
Nexus@one-north,
Singapore
Trading company
100%
100%
-
-
APAC Sales Group,
Inc.
1107 S Boyle
Street, Los Angeles,
CA 90023, U.S.A
Trading company
100%
100%
-
-
APAC UK
Procurement Co
Limited
The Old Mill, 9 Soar
Lane, Leicester,
LE3 5DE, England
Trading company
100%
100%
-
-
APACSale Limited
The Old Mill, 9 Soar
Lane, Leicester,
LE3 5DE, England
Trading company
100%
100%
-
-
BuyInvite Pty
Limited
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Trading company
100%
100%
-
-
Company 07640503
Limited
The Old Mill, 9 Soar
Lane, Leicester,
LE3 5DE, England
Dormant
100%
100%
-
-
NZ Sale Limited
25 Barrys Point
Road, Takapuna
Auckland 0632, NZ Trading company
100%
100%
-
-
OzSale Pty Limited Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Trading company
100%
100%
-
-
OzSale Sdn. Bhd.
29-3, Block F2,
Jalan PJU1/42A,
Dataran Prima,
47301 Petaling
Jaya, Selangor,
Malaysia
Trading company
100%
100%
-
-
Private Sale Asia
Pacific Pte Ltd
3 Anson Road, #27-
01 Springleaf
Tower, Singapore
Dormant
100%
100%
-
-
Simply Sent It Pty
Limited *
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Dormant
51%
51%
49%
49%
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 30. Interests in subsidiaries (continued)
75
Parent
Non-controlling interest
Principal place of
business /
Ownership
interest
Ownership
interest
Ownership
interest
Ownership
interest
Country of
2021
2020
2021
2020
Name
incorporation
Principal activities
%
%
%
%
SingSale Pte. Ltd.
3 Fusionopolis Link
#02-08
Nexus@one-north,
Singapore
Trading company
100%
100%
-
-
Brand Search Pty
Limited
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Dormant
100%
100%
-
-
Chic Global Limited The Old Mill, 9 Soar
Lane, Leicester,
LE3 5DE, England
Dormant
100%
100%
-
-
BuyInvite NZ Pty
Limited
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Dormant
100%
100%
-
-
Click Frenzy
Australia Pty Ltd
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Dormant
100%
100%
-
-
NZ Wine Limited
25 Barrys Point
Road, Takapuna
Auckland 0632, NZ Dormant
100%
100%
-
-
My Trade Ltd
The Old Mill, 9 Soar
Lane, Leicester,
LE3 5DE, England
Dormant
100%
100%
-
-
MySale Group
Limited
Hong Kong
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Dormant
100%
100%
-
-
Branch of Click
Frenzy Australia Pty
Ltd
Russia
Suite 2, Level 2,
122-126 Old
Pittwater Road,
Brookvale, NSW
2100, Australia
Trading company
100%
100%
-
-
*
This subsidiary has been consolidated as the Group has control over the partly owned.
Summarised financial information for subsidiaries that have non-controlling interests has not been provided as they are not
material to the Group.
MySale Group Plc
Notes to the financial statements
30 June 2021
76
Note 31. Earnings per share
Consolidated
2021
2020
A$'000
A$'000
Loss after income tax attributable to the owners of MySale Group Plc
(8,448)
(3,560)
Underlying EBITDA attributable to the owners of MySale Group Plc
4,192
(2,731)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
879,350,126
665,483,037
Weighted average number of ordinary shares used in calculating diluted earnings per share
879,350,126
665,483,037
Cents
Cents
Basic earnings per share
(0.96)
(0.53)
Diluted earnings per share
(0.96)
(0.53)
Underlying EBITDA basic per share
0.48
(0.41)
59,122,964 (2020: 65,985,501) employee long-term incentives have been excluded from the diluted earnings calculation as
they are anti-dilutive.
Note 32. Share-based payments
The Company has two employee share plans: (i) the Executive Incentive Plan (‘EIP’) (option plan) and (ii) the Loan Share
Plan (‘LSP’) (share plan). In accordance with the terms of each plan 100% of the ordinary shares will vest three years from
grant date subject to the achievement of the Underlying Earnings Before Interest, Tax, Depreciation and Amortisation
(‘EBITDA’) included in the Company’s internal forecasts set by the Board in the year of the grant.
Set out below are summaries of share and options granted under the plans for Directors and employees:
2021
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Type
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
LSP
18/08/2015
18/08/2020
£0.51
941,961
-
-
(259,737)
682,224
EIP
18/08/2015
18/08/2020
£0.51
162,207
-
-
-
162,207
LSP
19/08/2016
19/08/2021
£0.65
849,538
-
-
(339,815)
509,723
EIP
19/08/2016
19/08/2021
£0.65
358,693
-
-
-
358,693
LSP
05/12/2019
05/12/2024
£0.05
7,077,638
-
- (3,881,892)
3,195,746
LSP
05/12/2019
05/12/2024
£0.10
7,077,638
-
- (3,881,892)
3,195,746
EIP
05/12/2019
05/12/2024
£0.05
9,460,227
-
-
-
9,460,227
EIP
05/12/2019
05/12/2024
£0.10
9,460,227
-
-
-
9,460,227
LSP
21/04/2020
21/04/2025
£0.05
15,298,686
-
- (3,611,875) 11,686,811
LSP
21/04/2020
21/04/2025
£0.10
15,298,686
-
- (3,611,875) 11,686,811
LSP
03/08/2020
03/08/2025
£0.10
-
4,413,063
- (2,206,532)
2,206,531
LSP
01/10/2020
01/10/2025
£0.15
- 11,518,018
- (5,000,000)
6,518,018
65,985,501 15,931,081
- (22,793,618) 59,122,964
MySale Group Plc
Notes to the financial statements
30 June 2021
Note 32. Share-based payments (continued)
77
2020
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Type
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
LSP
18/08/2015
18/08/2020
£0.51
1,040,198
-
-
(98,237)
941,961
EIP
18/08/2015
18/08/2020
£0.51
162,207
-
-
-
162,207
LSP
19/08/2016
19/08/2021
£0.65
1,019,445
-
-
(169,907)
849,538
EIP
19/08/2016
19/08/2021
£0.65
358,693
-
-
-
358,693
LSP
05/12/2019
05/12/2024
£0.05
-
7,077,638
-
-
7,077,638
LSP
05/12/2019
05/12/2024
£0.10
-
7,077,638
-
-
7,077,638
EIP
05/12/2019
05/12/2024
£0.05
-
9,460,227
-
-
9,460,227
EIP
05/12/2019
05/12/2024
£0.10
-
9,460,227
-
-
9,460,227
LSP
21/04/2020
21/04/2025
£0.05
- 15,298,686
-
- 15,298,686
LSP
21/04/2020
21/04/2025
£0.10
- 15,298,686
-
- 15,298,686
2,580,543 63,673,102
-
(268,144) 65,985,501
The weighted average remaining contractual life of the share plan outstanding at the end of the financial year was 3.6 years
(2020: 4 years).
The share-based payment expense for the year was A$197,000 (2020: A$271,000).
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Share price
Exercise
Expected
Dividend
Risk-free Fair value
Type
Grant date
Expiry date
at grant date price
volatility
yield
interest rate at grant date
LSP
03/08/2020
03/08/2025
£0.05665
£0.10
75.00%
-
0.14% £0.029
LSP
01/10/2020
01/10/2025
£0.06
£0.15
75.00%
-
0.09% £0.025
Note 33. Events after the reporting period
The consequences of the Coronavirus (COVID-19) pandemic are continuing to be felt around the world, and its impact on
the Group, if any, has been reflected in its published results to date. Whilst it would appear that control measures and related
government policies, including the roll out of the vaccine, have started to mitigate the risks caused by COVID-19, it is not
possible at this time to state whether the pandemic will have a subsequently impact on the Group's operations going forward,
especially the deadly Delta outbreak that is currently being felt in Australia and across the world. The Group has experience
in the business continuation processes as and when future lockdowns of the population occur, and these processes continue
to evolve to minimise any operational disruption. Management continues to monitor the situation both in Australia and
internationally, where the Group operates.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.