Annual Report
2020
Highlights
Message from the CEO and Chairman
Opyl Leadership
Opyl Platform Technologies
Director’s Report
Auditor’s Declaration
Statement of profit or loss and other income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Auditor’s Report
Shareholder information
Corporate Directory
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Share Register:
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000, Australia
Tel: +1300 288 664 (within Australia); +61 2 9698 5414 (outside Australia)
Email: hello@automic.com.au
Opyl Ltd | ABN 71 063 144 865
ASX:OPL
Our mission is to improve health and clinical research
by optimising digital and data assets
to advance technologies for life.
“
Opyl is utilising artificial intelligence, predictive
analytics and real-world data from social media
to disrupt, guide and accelerate, in a way the
global health and medical research sector has not
seen until now.
Disruption is always uncomfortable, but there
is a more accurate, faster, affordable and more
personalised way to advance research
and healthcare engagement.
And we have the answer.
“ Michelle Gallaher
CEO, Opyl Ltd
What we do
Opyl’s core goal is to realise value from the scalable
commercialisation of its two clinical trial optimisation
platforms and our bespoke social media insights
advisory offering to the global biopharma, medtech
and health industry.
Apply artificial intelligence and predictive analytics to optimise
clinical trial design and improve investment outcomes
Leverage social media and digital technologies to accelerate
recruitment to clinical trials and support retention
Deliver real-world insights from social media to support quality
engagement, improved equity, and access to healthcare
Our goals
1
Establish Opyl as the market leader in the novel digital clinical trial
optimisation and deep social media health insights solutions in the
USD$50Bn clinical trials market
2 Complete development and commercialisation of Opyl platform
technologies and services generating exponential value for stakeholders
3 Attract and develop the best talent, to build a creative,
ethical, ambitious, accountable, and collaborative culture
4 Work within and contribute to an informed and ethical
digital health industry ecosystem
Highlights
01
Clinical Trial Design/Prediction
platform achieved proof of
concept and accelerated into
COVID-19 data trial. Currently at
stage 3 of 4 stages toward full
market launch.
02
Entered global non-
exclusive scale agreement
with huumun to increase
client acquisition.
03
AI-driven social media
insights consulting
service attracts first
major biopharma clients.
04
Commenced development
of clinical trial recruitment
platform to compliment
social media recruitment
services already in
operation.
05
Accessed R&D tax incentive
to further support research
agenda.
06
Appointment of Mark Ziirsen
to the Board.
6
Message from the CEO
and Chairman
Dear Shareholders,
We are pleased to share with you our achievements over the past year and an update on our strategic goals
and objectives for this current fiscal year and beyond.
Over the course of an exceptionally eventful year, Opyl has delivered strong signs of growth and
development, capitalising upon the increased global interest in digital tools to accelerate commerce and
operational efficiencies and attention on the application of artificial intelligence and predictive analytics in
global health care. Opyl has capitalised on the advantage the COVID-19 environment offered as the sector
turned to digital solutions, to accelerate its core platforms applying AI and machine learning, in support of a
more efficient healthcare industry and thus greater benefits for patients and physicians.
The Board and Management team are pleased with the progress this year in building a tangible and attractive
novel multiple platform and service offering, that unlock revenue from both a consulting model early on and
an enterprise model as the opportunities are scaled. The leadership group would like to thank the Opyl team
for their hard work, and we look forward to appropriately increasing our capacity as we continue to grow our
business.
The company name change in late November 2019 from ShareRoot to Opyl, marked a key point for the
business positioning the organisation to take advantage of the escalating interest in the global digital health
market and the abilities within Opyl.
We thank shareholders for their ongoing support. In the past 12 months we have taken enormous steps
forward in controlling costs whilst growing the scalable potential in our business, developing improvements
to our services range and access into key markets in support of deeper and larger client acquisition.
The company now has a firm foundation for ongoing growth into the new financial year and beyond.
Michelle Gallaher
CEO
Dr Julian Chick
Chairman
7
A year in review as we
accelerate into future growth
What we do
Opyl is a business that leverages AI and machine learning to provide real-life
market and predictive insights to create efficiencies in the healthcare industry.
Our platforms and services are designed to enable patients, researchers and
physicians to progress clinical research and access to care more precisely
and efficiently as well as being more affordable and equitable.
Delivering to plan, creating financial sustainability
Opyl exceeded its financial sustainability and opportunity goals; building a pipeline of three core service
offerings with scale potential, reducing operating loss down to 70.2% (compared to the previous
period) and improving cash position with a successful rights issue and share placement in July 2019
raising $1.2million before capital raising costs which was used to invest in the early stage R&D pipeline,
remove debt and improve working capital. Opyl opened a further share placement in June 2020 raising
$730,000 before costs to invest in sales and implementation support, and the next development stage
of the clinical trial recruitment and prediction platform beta roll out.
Opyl forecasted a cash positive-neutral position by the end of Q4 and would have achieved the target if
not for the direct impact on COVID-19 on several retainer and project customers. The variance included
timing issues on customer receipts during the final quarter of the year, much of which will be reflected
in Q1 and Q2. Overall, the company is heading in the right direction with significant increase in new
customer enquiries (over 500% in June quarter) combined with ongoing containment and management
of the cost base.
Revenue declined by 33% to $739,000 compared to the same period last year, partly due to the
shutdown of the US ShareRoot entity and Ludomade (previous acquisition) eliminating the
unproductive, loss making business units The early impact of COVID on retainer customers had an
impact with the loss of three customers, also contributing to the temporary decline in customer
receipts.
COVID-19 a driver of digital transformation and scale opportunity
The company continues to build its profile and brand mark in the sector under Opyl Limited, which
turned out to be perfect timing to enable the company to capitalise on the market conditions that were
about to change with the rise of COVID-19.
As biopharma and medtech sales teams were grounded for months during the pandemic, unable to visit
doctors or attend medical and scientific conferences, marketing departments turned their attention to
how social media networking sites could deliver valuable market intelligence, support sales and product
awareness and recruit to clinical trials. Opyl was in the right place, with the right offering at exactly the
right time as the Opyl platforms provide the digital infrastructure to deliver these activities for clients.
With the rise of social distancing, the use of social media in healthcare sectors rose in parallel. Social
networking sites reported gains of 50%-1000% as the world sought to stay connected to family and
friends, to news and to online trade. Coronavirus made social media in healthcare more valuable than
ever with healthcare providers using networking sites to share real world clinical data in an effort to
collaborate to reduce infections and save lives.
8
Opyl identified the potential in creating scale alliances in being able to enter the global
biopharma market more swiftly. The company entered into a two-year non-exclusive
collaboration agreement with huumun, an established UK-based sales and marketing
company which is working well, unlocking revenue and global biopharma client
acquisition opportunities that has expanded steadily over time. This partnership has
already delivered three revenue generating projects into the Opyl business.
Advancing the research pipeline and commercialising platforms
Following the outcome and recommendations of the strategic review late in the
previous financial year, Opyl shifted its research and development focus into more
responsive, agile products for the digital health market, leveraging the skills and
relationships within the leadership team specifically in the artificial intelligence, life
sciences and clinical trials market. The Opyl team parsimoniously advanced a healthy
R&D pipeline of three novel artificial intelligence platforms, launching two of the beta-
stage platforms into the Opyl client services offering, initiating the first critical stage of a
scaled roll out and early revenue via a consulting model.
The first novel platform technology was a deep social media listening market research
tool and methodology, combined with the know-how of the strategic and creative team
working in Opyl client services. This offering yielded pleasing early revenue as it was
rolled out in late 2019 attracting new clients toward the end of the period leveraged via
the huuman alliance.
Clinical trial prediction and design optimisation
As announced to the market on 19 February 2020, the company successfully
completed the first critical proof-of-concept stage of a second algorithm-based
software interface which can predict the likelihood of a clinical trial completing each
phase and endpoints, and inform clinical trial designers on steps to take to improve the
likelihood of success. The model ingested 300,000 registered clinical trials across
multiple therapeutic areas, drugs, devices and diagnostics and trial protocol
approaches. The second data trial on 475 COVID-19 vaccines and therapies in clinical
development took place in August, evaluating the probability of success of candidates,
important in identifying early procurement opportunities and potential return on
investment in major clinical research initiatives. A further data trial is planned before the
end of the 2020 calendar year.
As with the social media insights tool, the Opyl clinical trial prediction model will be
commercialised initially on a project-to-project consulting basis with future development
designed to deliver an enterprise subscription model, aimed at pharmaceutical,
biotechnology, government, hospitals, universities and research institutes, medical
device companies, contract research organisations (CROs), fund managers and
investment houses that can use the platform to enhance, refine and improve clinical
studies, improve efficiencies and gain insight into clinical trial outcomes and how these
can be improved.
9
Clinical trial recruitment services complimented with a third
platform
Toward the conclusion of the period Opyl began construction of a third novel digital
platform – for clinical trial recruitment. One of Opyl’s great strengths is in working with
clients to improve clinical trial recruitment and study compliance. Opyl services
currently undertakes recruitment projects for customers, leveraging social media to
identify and recruit participants into Phase I, II and III trials. Opyl’s service team
expertise is unique in the sector and often called upon to rescue underperforming
trials, addressing a very significant and expensive failure point in the life sciences
market. A digital recruitment platform will augment this service, offering a scalable
solution that will increase the revenue and profit opportunity.
Board and leadership changes
Mr David Lilja was appointed company secretary in December 2019. There were no
other changes to the board or leadership team during the period. Since the conclusion
of the financial year, Mr Mark Ziirsen was appointed to the board in October 2020 and
Mr Damon Rasheed moved into an Executive Director role to support greater focus on
the clinical trial prediction and design tool moving into the advanced stages of
development and preparing for fill market launch in 2021.
The company had 8FTE at the commencement of the year and 5.6FTE at the
conclusion of the year, contracting slightly in response to COVID-19 impacts. At the
time of writing this report, Opyl has commenced a search for additional sales,
operational and fulfilment services support to match increasing customer enquiries and
onboarding of new projects.
Likely developments and expected results of operations
There is a huge business opportunity in front of Opyl with it unique platforms and
expertise. The digital healthcare industry is a rapidly growing industry which is
estimated to be worth in the billions and growing at over 15% per annum. As Opyl
Limited continues to grow and rolls out the new service offering and continues to
commercialise the clinical trial predictor tool and recruitment solutions, it will continue
to increase its revenue by expanding revenue generating client services, advances
new digital and data technology offerings in healthcare and optimise overall company
functionality and sustainability. Opyl’s opportunity in the digital healthcare industry is
enormous and it will look to capture more and more of this market with its new
services in the market and anticipates that the coming year will see these converted to
significant contracts and therefore increase overall company revenue validating the
strategy and services offering.
The future for Opyl looks strong and exciting. Our strength lies in our growing
leadership position within the clinical trials sector as a disruptive organisation
combining creativity, strategy, digital and artificial intelligence tools. Our challenge will
be creating a path to market for a unique service opportunity in clinical trial efficacy
and influencing wide-scale adoption in an inherently conservative market. We have
begun this journey and determined to succeed.
10
Opyl leadership
Michelle Gallaher
CEO
Dr Julian Chick
Chairman
With over 25 years of experience in the biopharmaceuticals and
healthcare sector and deep professional global networks, Michelle is
an award-winning and recognised leader in the Australian health
innovation industries. For the past 15 years Michelle has worked at
an executive level in biotechnology, most recently as CEO of the
peak body for biotechnology and medtech in Victoria.
Establishing The Social Science in 2014, selling to ShareRoot in 2018
and guiding the medical application of ShareRoot’s key platform
technology (MediaConsent), Michelle has a clear view of the
opportunity and challenges that digital transformation in healthcare
offers.
Michelle holds an allied health qualification in applied science from
La Trobe University, a postgraduate Diploma in Business from RMIT
and is completing a Global Executive MBA at Monash University.
Michelle is a NED on a number of health and technology related and
clinical trial-centric boards and co-founder of Women in STEMM
Australia, Telstra Victorian Business Woman of the Year and
Entrepreneur of the Year in 2017 and inducted into the Victorian
Honour Roll for Women in 2018. Michelle is a Graduate of the
Australian Institute of Company Directors and a Fellow of the
Australian Institute of Management.
Julian has over 20 years’ experience in capital markets and LSHC,
on both the investor and operational side of businesses, giving him
a unique understanding of technology companies’ value drivers,
value inflection points and commercialisation strategies.
Included in his previous roles, Julian has worked in funds
management and venture capital and private funding. Julian’s funds
under management grew from $115 million to over $300 million over
a 5-year period, with an average annual return of over 20%.
Julian has spent the past 15 years at an Executive level of life
sciences companies across therapeutics, diagnostics and medical
devices (including 8 early stage and start-up companies and
achieved one trade sale exit of an Australian contract services
organisation), multiple IPOs and public offerings in Australia and
Singapore, 3 global product approvals (including through the US
FDA and the European Medicines Agency) and launches.
Julian serves and an Executive Director and NED on a number of
technology and health-related boards. Julian has a BSci and PhD in
Physiology from La Trobe University and Oxford University.
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Damon Rasheed
Executive Director
Marat Basyrov
NED
Damon’s skills and expertise in data science and analytics have
been applied to a wide range of industries, specifically in
financial services and professional services where he co-founded
one of Australia's leading data and artificial intelligence
companies, Advantage Data.
Damon is also the founder of Rate Detective, an Australian
financial service comparison site specialising in life insurance,
income protection insurance and home loans.
Damon holds a Masters in Economics from the University of
Melbourne and has been involved in many start-up internet
businesses, regularly appears in the media as a commentator
and at events as a professional industry speaker on the value of
data and digital in the growing sharing economy.
Prior to running his own businesses, Damon worked as an
economist at the Australian Competition and Consumer
Commission (ACCC).
Marat is an experienced technology investor and serial
entrepreneur, applying creative and technology-forward
data and digital solutions across a large cross section of
industries to solve complex digital and data challenges.
As a Chief Executive Officer of artificial intelligence software
and app provider, EdwayApps and Intelligent Profit
Solutions, Marat has a track record of success through
building a number of data-driven startup companies
including Adevi, Creative Smart Hub and Tech4Data.
Marat has a broad, high value professional network of
technology developers, investors and collaborators across
the globe.
Marat holds a Bachelor of Business in Accounting and
Management from Central Queensland University and is a
Certified Practicing Accountant (Australia).
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Mark Ziirsen
NED
Mark is an experienced non-executive director and chief financial
officer with public companies. He brings a strong track record in
delivering growth and operational improvement across multiple
industry sectors (medtech/health, technology, consumer) and
geographies, having worked extensively in Asia for more than 25
years. His strong finance and operations credentials are
complemented by extensive corporate finance, governance, risk
management, strategy, M&A and investor relations skills. Much of
Mark’s work has involved guiding high growth and early stage
companies.
He served as non-executive director and chair of Respiri Limited,
an eHealth SaaS company, and as non-executive director and
chair of the Audit and Risk Committee of Orcoda Limited, a SaaS-
based technology company. His executive career includes senior
finance leadership roles with major ASX listed companies
including Cochlear Limited, Aristocrat Leisure Limited, Coca-Cola
Amatil Limited and Goodman Fielder Limited. Mark served as
CFO and company secretary for Wiseway Group Limited where
he successfully led the company through an IPO, listing on ASX.
Immediately prior to that he was CFO of listed global medtech
company, Anteris Technologies Limited and before that, Director
of Finance and IT for Asia Pacific at hearing implant maker
Cochlear Limited. He commenced his career with EY in business
advisory, tax and management consulting. Mark’s qualifications
include a Bachelor of Commerce, CPA designation and an MBA
majoring in international business. He is also a member of the
Australian Institute of Company Directors.
Our People
One of the most valuable assets at Opyl are our people and their ability to be creative, experiment,
challenge and grow. We are a company working at the ‘sandy edge’ of innovation and digital disruption,
therefore the mindset and culture that we work to create is one that supports behaviours and an
ecosystem that can support our ambitious, disruptive vision whilst providing growth and challenge for the
individual.
Our employees bring skills and experience from diverse backgrounds, converging knowledge in a novel
way that delivers the unique mix we require to be able to develop and deliver Opyl services and
technologies. Diversity is very important at Opyl. Diversity means we often need to work much harder to
understand each other, to be understood, to challenge and to and collaborate effectively. But we know
that diversity and the thinking and behaviours that it demands delivers far better results, particularly when
disrupting a conservative system and building something that has never been seen before.
13
Opyl Platform technologies
and core service offering
Opyl’s unique point of difference is in the application of artificial
intelligence and social media in building solutions that addresses the two
core reasons why clinical trials fail – poor trial protocol design and failure
to recruit participants.
By improving the probability of success for approximately 25,000 clinical trials launched each year,
Opyl will not only deliver a vastly improved return on investment, but will play a key role in bringing
medicines, diagnostics and devices to market faster, safer and ultimately more affordably.
There are two functional streams within the Opyl business model: services and technologies.
Opyl services generates revenue via consulting with both project and retainer clients. The services
team currently work with international and local pharmaceutical and medtech clients, medical
research institutes and governments. The services we offer include:
Deep social media listening and insights analysis for biopharma, medtech and government
Recruitment to clinical trials via social media
Creative content and social media strategies for the healthcare and lifesciences sector
According to a report by the Tufts Centre for the Study of Drug
Development (a leading think-tank at Tufts University, USA)
80-90% of clinical trials fail to hit recruitment targets on time.
And 27% of trial sites are unable to recruit a single patient.
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Opyl technologies is research and development-centric and focussed on building novel platforms
to support current client services and future scalable enterprise solution growth opportunities.
Two core platforms are in development at Opyl:
1) Clinical trial prediction/protocol design platform, and
2) Clinical trial recruitment platform
The clinical trial prediction and protocol design platform is positioned to augment the role of clinical
trial protocol (the trial plan) designers within biopharma and medtech companies. The platform
uses artificial intelligence and predictive analytics to model the likely outcome of a trial protocol and
suggest ways in which trials can be modified to improve the likelihood of successfully meeting
primary endpoints (targets), hitting recruitment targets and completing trials stages.
There is a second market opportunity for the clinical trial design and prediction platform – the
investment and funds management market. The platform can be used to monitor and evaluate
investment portfolios.
A major data trial was achieved in August, evaluating 475 COVID-19 active clinical trials, ranking
trials most likely to succeed. A second data trial is planned for November evaluating a selection of
cell therapy trials. The clinical trial prediction and protocol design platform is at stage 3 of 4 stages,
and expected to be ready for market launch early in 2021.
The clinical trial recruitment platform is designed to enhance the current Opyl service offering of
recruitment via social media. The digital platform achieved minimum viable product (MVP) stage in
June.
Key features of the platform will include data capture of patients with an interest in clinical trial
opportunities matching them to trials seeking participants, digital triage, and retention support.
"Digital transformation of clinical trials is critical to improving
productivity - artificial intelligence will be the key driver"
Deloitte - Intelligent Clinical Trials, 2019
15
Director's Report
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of Opyl Limited (referred to hereafter as the 'company' or 'parent entity') and the entities
it controlled at the end of, or during, the year ended 30 June 2020.
Directors
The following persons were directors of the company during the whole of the financial year and up to the date of this report,
unless otherwise stated:
Julian Chick - Chairman and Non-Executive Director
Damon Rasheed - Executive Director
Marat Basyrov - Non-Executive Director
Principal activities
During the period, the principal activities of the company were predominantly the continued development of its digital tools
that improve the healthcare experience for patients, deliver deep market insights from social media data and improve the
efficiency and value of clinical research process.
The company continues to focus on implementing the key recommendations of the major strategic and technology review
delivered in April 2019, recalibrating the business plan and service offering to focus on developing digital and data
technologies and services addressing the escalating needs of the global healthcare sector.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
16
Opyl Limited
Directors' report
30 June 2020
Review of operations
The loss for the company after providing for income tax amounted to $925,847 (30 June 2019: $3,105,138).
Opyl Limited delivered to expectations for the financial year ended 30 June 2020. Completing the year of realignment in the
global digital health market, Opyl parsimoniously advanced a healthy R&D pipeline of three novel artificial intelligence
platforms, launching two of the platforms into beta testing within the Opyl client services offering, initiating the first critical
stage of a scaled roll out.
Operational Progress
End of year results delivered an overall improved cash position. Opyl delivered a significant reduction in operating loss, down
70.2% on the corresponding period, reflecting:
●
●
the focusing of the strategic direction to digital health; and
completion of the US shutdown, of both ShareRoot Operations (US) and Ludomade, eliminating unproductive and
significant expenditure but also relinquishing a small amount of revenue from the US-based client services team.
Revenue declined by 33% to $739,000 compared to the same period last year, predominantly due to the early impact of
COVID19 of which indicators suggest will be recovered in future periods.
Opyl completed a successful rights issue and share placement in July 2019 raising $1.2million before capital raising costs
which was used to invest in the early stage R&D pipeline, remove debt and improve working capital. Opyl opened a further
share placement in June 2020 raising $730,000 before costs to invest in sales and implementation support, and the next
development stage of the clinical trial recruitment and prediction platform beta roll out
Following the outcome and recommendations of the strategic review late in the previous financial year, Opyl shifted its
research and development focus into more responsive, agile products for the digital health market, leveraging the skills and
relationships within the leadership team specifically in the artificial intelligence, life sciences and clinical trials market.
The first novel technology was a deep social media listening market research tool, combined with the know-how of the
strategic and creative team working in Opyl client services. This offering yielded pleasing early revenue as it was rolled out
in late 2019 and new client acquisitions toward the end of the period were sales associated with this offering.
As announced to the market on 19 February 2020, the company successfully completed the first critical proof-of-concept
stage of a second algorithm-based software interface which can predict the likelihood of a clinical trial completing each phase
and inform clinical trial practitioners on steps to take to improve this likelihood. As with the social media insights tool, the
Opyl clinical trial prediction model will be commercialised initially on a consulting services project basis with future
development designed to deliver a subscription model, aimed at pharmaceutical, biotechnology, government, hospitals,
universities and research institutes, medical device companies, Contract Research Organisations (CROs) and investment
houses. Opyl is in preliminary discussion with several organisations in this space. St Vincent’s Hospital Office of Research
in Melbourne have provided valuable advice and development feedback through stage one and have agreed to continue to
participate in the continued development of the tool in future stages as per the Media Consent Clinical MOU signed over a
year ago. Toward the conclusion of the period Opyl trialed a third novel digital platform designed to improve efficiencies in
clinical trial recruitment via social media channels and retention of participants, extending upon current service offering in
this space and addressing a very significant failure point in the life sciences market.
The company name change in late November from ShareRoot to Opyl, marked the operational turning point for the business
into the global digital health market, validated by the announcement and implementation of a two year revenue-share alliance
with UK-based global marketing communication solution provider huumun in February 2020.
Opyl forecasted a cash positive-neutral position by the end of Q4, and would have achieved the target if not for the direct
impact on COVID-19 on a number of university-based clients who reduced scope or did not renew retainer agreements. The
variance included timing issues on customer receipts during the final quarter of the year, much of which will be reflected in
Q1 and Q2.
17
Opyl Limited
Directors' report
30 June 2020
Q4 results demonstrated Opyl is heading in the right direction with significant increase in new client enquiries (over 500%)
combined with cost base management. Though initially detrimental to Opyl revenues, the COVID-19 environment has been
helpful for the business as many clients have increased their interest in accessing novel data and digital solutions to maintain
sales, marketing, market research and clinical trial recruitment strategies.
Software research and development relates to the development of a machine learning/artificial intelligence (AI) algorithm
which can predict the likelihood of a clinical trial passing its primary objective. An emerging branch of data science known as
“explainable AI” has been adopted, which can help inform clinical trial practitioners on key elements of their trial protocols to
help improve the chances of successful outcomes.
Board and leadership changes
Mr David Lilja was appointed company secretary in December 2019. There were no other changes to the board or leadership
team during the period.
Significant changes in the state of affairs
As highlighted above, the company rebranded to Opyl Limited.
As discussed previously, the significant change to the company was in executing the change in direction into digital health,
rebuilding the R&D pipeline to deliver novel solutions to the global health and life sciences sector improving the current
service offering but to also as upside value in terms of scalability potential of the artificial intelligence platforms in delivering
market research and clinical trial efficiency outcomes. The strategic reset was then completed with the change in name from
ShareRoot Limited to Opyl Limited, as voted upon by shareholders in late November 2019.
Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
company's operations, the results of those operations, or the company's state of affairs in future financial years.
The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has been financially negative for the
consolidated entity up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government
and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic
stimulus that may be provided.
For details relating to capital raising activities conducted by the Company post balance date, please refer to the Going
Concern note.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
company's operations, the results of those operations, or the company's state of affairs in future financial years.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
company's operations, the results of those operations, or the company's state of affairs in future financial years.
Likely developments and expected results of operations
Opyl Limited anticipates that as the group grows and rolls out the new service offering and continues to commercialise the
clinical trial predictor tool and recruitment solutions, it will continue to increase its revenue and decrease its loss, quarter over
quarter, as it drives operational efficiencies, expands revenue generating client services, advances new digital and data
technology offerings in healthcare and optimise overall company functionality and sustainability.
The company has a significant number of active client proposals and discussions associated with the new services in the
market and anticipates that the coming year will see these start to convert to contracts and therefore increase overall
company revenue validating the strategy and services.
18
Opyl Limited
Directors' report
30 June 2020
As noted above, the company has entered into a two year non-exclusive collaboration agreement with huumun which is
expected to provide greater revenue and client acquisition opportunities and has been one of the key drivers of new client
enquiries. This, coupled with achieving the MVP and beta roll out of the artificial intelligence tools/platforms, delivering early
revenue and refinement opportunities with active clients, provides the company with an excellent competitive foundation from
which to grow.
Environmental regulation
The company is not subject to any significant environmental regulation under Australian Commonwealth or State law.
19
Opyl Limited
Directors' report
30 June 2020
Information on directors
Name:
Title:
Experience and expertise:
Dr Julian Chick
Chairman and Non-Executive Director
Dr Chick is an executive with more than 25 years of experience in the biotechnology
and medical technology industry as well as five years in investment banking.
Leading public and private companies, Dr Chick's previous roles include investment
adviser, healthcare analyst for private equity investors, portfolio manager, investment
banker and venture capitalist.
Dr Chick has advanced a number of technologies from discovery through to market as
well as leading numerous capital raisings, M&A transactions, company restructuring,
business development and licensing transactions.
Dr Chick has a background with Opyl (previously ShareRoot), as a shareholder and
later worked as an independent advisor on The Social Science acquisition in April 2018.
N/A
Other current directorships:
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
464,741 ordinary shares
184,998
Name:
Title:
Experience and expertise:
Damon Rasheed
Non-Executive Director
Mr Rasheed has more than 20 years' experience in the tech sector, including founding
several successful start-ups. He is the founder of Rate Detective Group, one of
Australia's largest financial comparison websites. He is also the co-founder of
Advantage Data, a leading machine learning and AI consultancy business. His most
recent venture is Aurum Data which has built a propriety AI model to value data and
discover commercialisation strategies for data sets. He has sat on the boards of several
private technology companies both in Australia and overseas.
Mr Rasheed's former roles include CEO of iBus Media Limited, one of the world's
largest online media companies and as an economist assessing mergers at the
Australian Competition and Consumer Commission (ACCC).
Mr Rasheed holds a Masters Degree in Commerce (Hons) and a Degree in Economics
(Hons) majoring in statistics.
Other current directorships:
Former directorships (last 3 years): N/A
N/A
Special responsibilities:
40,000
Interests in shares:
129,998
Interests in options:
20
Opyl Limited
Directors' report
30 June 2020
Name:
Title:
Experience and expertise:
Marat Basyrov
Non-Executive Director
Mr Basyrov is an experience investor and serial entrepreneur, applying creative and
technology-forward data and digital solutions across a large cross-section of industries
to solve complex challenges. He sits on the board of advisors to Forbes AI.
As a Chief Executive Officer of artificial intelligence software and app solutions
provider, Edway Apps Studio and Intelligent Profit Solutions, Mr Basyrov has a track
record of success through building a number of data-driven startup companies
including Adevi.io.
Mr Basyrov has a broad high-value professional network of directors, investors and
collaborators across the globe. Mr Basyrov holds a Bachelor of Business in Accounting
and Management from Central Queensland University and is a Certified Practicing
Accountant (Australia).
N/A
Other current directorships:
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
802,000 ordinary shares
129,998
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
David Lilja (Appointed 10 December 2019)
David Lilja (B.Bus, MBA, CTA, MIPA) is a qualified accountant and experienced company secretary with over 20 years’ within
the professional services industry working closely across a wide range of industries. David will supply his services through
his firm, DLK Advisory, which provides a breadth of support to its clients including outsourced CFO and Company Secretary
services.
David Hwang (Resigned 10 December 2019)
Mr Hwang is an experienced corporate lawyer specialising in listings on ASX (IPOs and reverse listings), equity capital
markets, mergers & acquisitions and providing advice on corporate governance and compliance issues. Mr Hwang is the
Chief Compliance Officer at Automic Group.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2020, and
the number of meetings attended by each director were:
Full Board
Attended
Held
11
11
11
11
11
11
Julian Chick
Damon Rasheed
Marat Basyrov
Held: represents the number of meetings held during the time the director held office.
There were 11 meetings of directors held during the year ended 30 June 2020.
21
Opyl Limited
Directors' report
30 June 2020
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the company, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
Details of remuneration (continued)
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ("the Board") ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
●
●
●
●
Competitiveness and reasonableness
Acceptability to shareholders
Performance linkage / alignment of executive compensation
Transparency
Capital management
The company has structured an executive remuneration framework that is market competitive and complimentary to the
reward strategy of the organisation.
Alignment to shareholders' and program participants' interests:
●
●
●
●
Focuses on sustained growth in shareholder wealth
Attracts and retains high calibre executives
Rewards capability and experience
Provides a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the board. The board may, from time to time receive advice from independent
remuneration consultants to ensure non-executive director's fees and payments are appropriate and in line with the market.
ASX listing rules require the aggregate non-executive director's remuneration be determined periodically by a general
meeting. The most recent determinations was at the Annual General Meeting held on 30 October 2018, where the
shareholders approved a maximum annual aggregate remuneration of $300,000.
Voting and comments made at the Company's 2019 Annual General Meeting ('AGM')
At the 2019 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2019. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
22
Opyl Limited
Directors' report
30 June 2020
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors and employees of Opyl Limited:
●
●
●
●
Julian Chick - Chairman - Non-executive Director
Damon Rasheed - Non-executive Director
Marat Basyrov - Non-executive Director
Michelle Gallaher - Chief Executive Officer
The amount of remuneration of the directors and key management personnel is set out below:
Details of remuneration (continued)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Annual and
Long
service
Share-based payments
Equity-
settled
shares
$
Equity-
settled
option
$
Total
$
Cash salary
Cash
Non-
Super-
and fees
$
bonus
$
monetary
$
annuation
$
leave
$
30 June 2020
Non-executive
directors:
Damon Rasheed*
Marat Basyrov*
Julian Chick*
Other Key
Management
Personnel:
Michelle Gallaher*
40,000
40,000
40,000
217,479
337,479
-
-
-
-
-
-
-
-
-
-
3,800
3,800
3,800
-
-
-
-
-
-
13,189
21,203
50,958
56,989
65,003
94,758
21,850
33,250
12,521
12,521
-
-
53,100
138,450
304,950
521,700
*A portion of these equity settled options includes vesting charge for share-based payments granted in prior years.
23
Opyl Limited
Directors' report
30 June 2020
30 June 2019
Non-Executive
Directors:
Damon Rasheed
Marat Basyrov
Julian Chick
Lee Rodne^
Peter McLennan^
Harvey Kaplan^^
Executive
Directors:
Noah Abelson-
Gertler^^^
Other Key
Management
Personnel:
Michelle
Gallaher^^^^
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Annual and
Long
service
Cash salary
Cash
Non-
Super-
and fees
$
bonus
$
monetary
$
annuation
$
leave
$
Share-based payments
Equity-
settled
shares
$
Equity-
settled
option
$
Total
$
16,667
13,333
6,087
46,667
23,333
10,580
272,516
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,583
1,267
578
-
4,433
1,005
-
67,083
456,266
-
-
132,500
132,500
6,373
15,239
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,196
3,713
882
(12,266)
(2,935)
-
23,446
18,313
7,547
34,401
24,831
11,585
-
272,516
-
-
26,626
21,216
232,582
625,221
^ Resigned 1 February 2019
^^ Appointed 1 February 2019, resigned 6 May 2019
^^^ Resigned 1 March 2019. Included in this cash component is US$75,000 (A$104,814), 5 months payment in lieu of notice
termination payment.
^^^^ Appointed 14 March 2019. Non-monetary benefit related to payment of $32,500 MBA tuition fees and $100,000
forgiveness and waiver of salary advance.
24
Opyl Limited
Directors' report
30 June 2020
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Damon Rasheed
Marat Basyrov
Julian Chick
Lee Rodne^
Peter McLennan^
Harvey Kaplan^^
Executive Directors:
Noah Abelson-Gertler^^^
Other Key Management
Personnel:
Michelle Gallaher
Fixed remuneration
At risk - STI
30 June 2020 30 June 2019 30 June 2020 30 June 2019 30 June 2020 30 June 2019
At risk - LTI
77%
67%
46%
-
-
-
78%
80%
88%
100%
79%
100%
-
100%
83%
89%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23%
33%
54%
-
-
-
22%
20%
12%
-
21%
-
-
-
17%
11%
^Resigned 1 February 2019
^^Appointed 1 February 2019, resigned 6 May 2019
^^^Resigned 1 March 2019
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Michelle Gallaher
Chief Executive Officer
14 March 2019
(a) Remuneration: Fixed annual salary $230,000 (inclusive of director's fees) plus 9.5%
employer superannuation contribution;
(b) Non-cash benefits: the Board may, at its discretion, determine that Ms Gallaher may
participate in the company's share plan, subject to shareholder and regulatory
approval; payment of remaining tuition fees in relation to MBA programme provided
appointment is not terminated during the initial term (i.e. 12 months from
commencement date); laptop computer; mobile phone and data service; forgive and
waive recovery of salary advance provided agreement not terminated during the initial
term of 12 months.
(c) Termination: the company and Ms Gallaher may terminate the Executive Services
Agreement without cause giving the other party six months' notice.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
As at 30 June 2020, no other key management personnel have any service agreement with the consolidated entity.
25
Opyl Limited
Directors' report
30 June 2020
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2020.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Number of
options
granted
Grant date
Name
Vesting date and
exercisable date
Expiry date
Fair value
per option
Exercise price at grant date
Damon Rasheed
20,000
Marat Basyrov
Julian Chick
20,000
20,000
10 December
2019
10 December
2019
10 December
2019
10 December
2019
10 December
2019
10 December
2019
10 December
2024
10 December
2024
10 December
2024
$0.300
$0.113
$0.300
$0.113
$0.300
$0.113
Options granted carry no dividend or voting rights.
Additional information
The earnings of the company for the five years to 30 June 2020 are summarised below:
2020
$
2019
$
2018
$
2017
$
2016
$
Sales revenue
Loss after income tax
620,783
(934,904)
927,041
(3,105,138)
390,956
(3,035,627)
169,094
(3,228,403)
56,037
(6,083,488)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2020
2019
2018
2017
2016
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
0.087
(6.785)
(6.785)
0.001
(0.180)
(0.180)
0.005
(0.330)
(0.330)
0.007
(0.810)
(0.810)
0.034
(2.740)
(2.740)
26
Opyl Limited
Directors' report
30 June 2020
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the company, including their personally related parties, is set out below:
Ordinary shares
Julian Chick
Michelle Gallaher
Damon Rasheed
Marat Basyrov
Balance at Received
the start of as part of
the year
remuneration Additions
Disposals/ Balance at
consolidation*/
the end of
the year
other
4,033,333
-
-
80,200,000
84,233,333
-
-
-
-
-
424,408
100,000
40,000
-
564,408
(3,993,000)
-
-
(79,398,000)
(83,391,000)
464,741
100,000
40,000
802,000
1,406,741
*On 2 December 2019 the consolidated entity recorded the consolidation of ordinary shares, the ordinary shares were
consolidated at a 100:1 ratio.
The additions of ordinary shares to key management personnel arose from the purchase of on-market shares at market
value.
27
Opyl Limited
Directors' report
30 June 2020
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the company, including their personally related parties, is set out below:
Options over ordinary shares
Julian Chick
Michelle Gallaher
Damon Rasheed
Marat Basyrov
Balance at
the start of
the year
Granted
Exercised
16,500,000
9,000,000
11,000,000
11,000,000
47,500,000
20,000
-
20,000
20,000
60,000
Expired/
consolidation*
/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
-
(16,335,002)
(8,910,000)
(10,890,002)
(10,890,002)
(47,025,006)
184,998
90,000
129,998
129,998
534,994
*On 2 December 2019 the consolidated entity recorded the consolidation of options, the options were consolidated at a 100:1
ratio.
Options over ordinary shares
Julian Chick
Michelle Gallaher
Damon Rasheed
Marat Basyrov
Unvested
options
Balance at
the end of
the year
Vested
options
111,666
90,000
56,666
56,666
314,998
73,332
-
73,332
73,332
219,996
184,998
90,000
129,998
129,998
534,994
During the financial year ended 30 June 2020, the consolidated entity did not employ or use the services of remuneration
consultants.
Performance rights over ordinary shares
There were no performance rights issued over ordinary shares during the financial year.
This concludes the remuneration report, which has been audited.
28
Opyl Limited
Directors' report
30 June 2020
Shares under option and performance rights
Unissued ordinary shares of Opyl Limited under option at the date of this report are as follows:
Grant date
07/01/2016
05/12/2016
27/06/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
17/04/2018
19/02/2018
05/04/2018
05/04/2018
18/04/2018
06/03/2018
04/05/2018
06/02/2017
20/03/2017
20/03/2017
20/03/2017
01/04/2017
01/04/2017
01/04/2017
01/04/2017
26/01/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
13/05/2019
12/12/2019
12/12/2019
Expiry date
31/12/2020
05/12/2026
27/06/2022
10/11/2022
20/02/2023
05/06/2022
13/04/2022
17/04/2023
19/02/2023
05/04/2023
05/04/2023
18/04/2023
04/05/2023
04/05/2023
06/02/2027
20/03/2027
20/03/2027
20/03/2027
01/04/2027
01/04/2027
01/04/2027
01/04/2027
26/02/2028
24/07/2023
06/03/2023
06/03/2023
18/09/2023
09/06/2023
08/02/2024
21/03/2024
13/05/2024
10/12/2024
10/12/2024
Exercise
price
Number
under
option
$5.000
$1.200
$0.500
$0.500
$0.600
$0.700
$0.500
$0.500
$0.500
$0.500
$0.500
$0.500
$0.500
$0.500
$0.800
$2.500
$2.500
$2.500
$0.600
$0.600
$0.600
$0.600
$0.600
$1.000
$0.400
$0.400
$0.400
$0.400
$0.500
$0.500
$0.500
$0.300
$0.800
210,000
42,480
30,000
36,666
30,000
80,000
118,421
3,000
30,000
2,000
2,000
3,000
90,000
25,000
6,000
4,250
5,666
5,000
15,000
7,500
15,000
15,000
7,500
250,000
20,000
7,500
3,000
3,000
109,998
109,998
109,998
60,000
2,335,000
3,791,977
Shares issued on the exercise of options
There were no ordinary shares of Opyl Limited issued on the exercise of options during the year ended 30 June 2020 and
up to the date of this report.
29
Opyl Limited
Directors' report
30 June 2020
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility
on behalf of the company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the company who are former partners of William Buck
There are no officers of the company who are former partners of William Buck.
Auditor's independence declaration
A copy of the auditor's declaration as required under section 307C of the Corporations Act 2001 is set out immediately after
this director's report.
Auditor
William Buck continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Damon Rasheed
Director
27 August 2020
30
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF OPYL LIMITED AND
CONTROLLED ENTITIES
I declare that, to the best of my knowledge and belief during the year ended 30 June 2020
there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
N. S. Benbow
Director
Melbourne, 27th August 2020
Opyl Limited
Contents
30 June 2020
General information
The financial statements cover Opyl Limited as an individual entity. The financial statements are presented in Australian
dollars, which is Opyl Limited's functional and presentation currency.
Opyl Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
105, Wellington Street
St Kilda, VIC 3182, Australia
A description of the nature of the company's operations and its principal activities are included in the directors' report, which
is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 August 2020. The
directors have the power to amend and reissue the financial statements.
32
Opyl Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2020
Revenue from contracts with customers
Other income
Expenses
Employee benefits expense
Depreciation and amortisation expense
Impairment
Corporate compliance and management
Finance costs
Occupancy costs
Administration
Consultancy costs
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of Opyl
Limited
Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income / (loss) for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Opyl
Limited
Note 30 June 2020 30 June 2019
$
$
4
5
6
6
620,783
927,041
296,046
1,021,615
(802,565)
(848)
-
(71,466)
(25,105)
(48,449)
(758,338)
(93,503)
(1,601,374)
(26,033)
(1,862,584)
(55,227)
(8,747)
(39,711)
(1,043,110)
(417,008)
(883,445)
(3,105,138)
(42,402)
-
(925,847)
(3,105,138)
(9,057)
21,547
(9,057)
21,547
(934,904)
(3,083,591)
Cents
Cents
Basic earnings per share
Diluted earnings per share
23
23
(6.785)
(6.785)
(0.183)
(0.183)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
33
Opyl Limited
Statement of financial position
As at 30 June 2020
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments and other deposits
Total current assets
Non-current assets
Property, plant and equipment
Capitalised software development
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Deferred revenue
Total current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficiency)
Note 30 June 2020 30 June 2019
$
$
7
8
9
10
800,088
60,990
8,098
869,176
8,539
58,054
66,593
99,140
177,999
53,015
330,154
-
-
-
935,769
330,154
216,593
-
-
216,593
480,408
203,989
48,562
732,959
216,593
732,959
719,176
(402,805)
11
12
16,837,024 14,826,597
1,076,931
(16,306,333)
885,062
(17,002,910)
719,176
(402,805)
The above statement of financial position should be read in conjunction with the accompanying notes
34
Opyl Limited
Statement of changes in equity
For the year ended 30 June 2020
Issued
capital
$
Accumulated
Reserves
$
losses
$
Total
deficiency in
equity
$
Balance at 1 July 2018
13,673,475
921,837
(13,201,195)
1,394,117
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income / (loss) for the year
-
-
-
-
21,547
(3,105,138)
-
(3,105,138)
21,547
21,547
(3,105,138)
(3,083,591)
Transactions with owners in their capacity as owners:
Shares issued during the year
Cost of issue
Share option reserve on recognition of remuneration options
1,221,772
(68,650)
-
-
-
133,547
-
-
-
1,221,772
(68,650)
133,547
Balance at 30 June 2019
14,826,597
1,076,931
(16,306,333)
(402,805)
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2019
14,826,597
1,076,931
(16,306,333)
(402,805)
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Shares issued during the year
Cost of issue
Lapse of expired options
Vesting charge for share-based payments
-
-
-
-
(9,057)
(925,847)
-
(925,847)
(9,057)
(9,057)
(925,847)
(934,904)
2,119,612
(109,185)
-
-
-
-
(229,270)
46,458
-
-
229,270
-
2,119,612
(109,185)
-
46,458
Balance at 30 June 2020
16,837,024
885,062
(17,002,910)
719,176
The above statement of changes in equity should be read in conjunction with the accompanying notes
35
Opyl Limited
Statement of cash flows
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers
Government grants and tax incentives
Payments to suppliers and employees
Interest received
Income taxes paid
Note 30 June 2020 30 June 2019
$
$
745,910
290,794
(2,057,499)
5,257
907,689
-
(3,016,124)
5,578
(1,015,538)
(13,454)
(2,102,857)
-
Net cash used in operating activities
22
(1,028,992)
(2,102,857)
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Repayment of borrowings
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
-
(9,387)
(58,054)
(687,853)
-
-
(67,441)
(687,853)
11
11
10
2,019,612
(109,185)
-
(103,989)
1,221,772
(68,650)
200,000
-
1,806,438
1,353,122
710,005
99,140
(9,057)
(1,437,588)
1,546,284
(9,556)
800,088
99,140
7
7
The above statement of cash flows should be read in conjunction with the accompanying notes
36
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies
The principle accounting policies adopted are consistent with those of the previous financial year and corresponding interim
reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and early
adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance
on measurement that affects several Accounting Standards. Where the company has relied on the existing framework in
determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian
Accounting Standards, the company may need to review such policies under the revised framework. At this time, the
application of the Conceptual Framework is not expected to have a material impact on the company's financial statements.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity:
The following Accounting Standards and Interpretations are most relevant to the company:
AASB 16 Leases
The company has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates
the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-
of-use assets and corresponding lease liabilities are recognised in the balance sheet. Straight-line operating lease expense
recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest
expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses
associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However,
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now
replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the
interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in
financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The
change in accounting standard does not affect the company as all accommodation agreements are less than 12 months,
and as such, we have applied the short term lease exemption to the requirements of the standard.
Comparative figures
Certain comparative figures have been reclassified to reflect a more meaningful comparison.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB')
Historical cost convention
The financial statements have been prepared under the historical cost convention.
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 consolidated entity'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 2.
37
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Going concern
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities
and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The consolidated entity has incurred net loss after tax of $934,904 and net cash outflows from operations of $1,028,992 for
the year ended 30 June 2020, and had working capital surplus of $652,583 at 30 June 2020. Cash balance at 30 June 2020
was $800,088 while there was no borrowings as at 30 June 2020.
These conditions give rise to a material uncertainty that casts significant doubt upon the consolidated entity's ability to
continue as a going concern.
Opyl Limited completed a rights issue and share placement subsequent to the year-end in July 2019 where for $1.2 million
was raised before capital raising costs with a further share placement raise of $730,000 in June 2020 before capital raising
costs. The money raised is used predominantly to scale the existing revenue-generating digital client services capabilities
and capacity; complete and launch new technology projects and roll out marketing campaigns and continue the development
of MediaConsent Clinical.
As previously advised, the Board and Management decided to focus on the digital health market and introduce new data and
digital technologies to expand the service offerings. As a consequence of this, it was also decided to reduce spending in
other parts of the business, most notably with the closure of its US operations, Ludomade.
The directors have prepared a revised cash flow forecast which takes into account:
●
commercialisation of its new A1-powered digital insights platform (Opyl) which has already shown potential as well as
other Opyl technologies;
further reduction in expenditure for non-core parts of the business and rationalisation and streamlining of the company
structure; and
the change in operational focus and significant reduction in costs.
●
●
This forecast indicates that the consolidated entity can continue as a going concern for at least the next 12 months.
Furthermore, the directors are reviewing the Group's ability as a technology innovation company to apply for various
government grants and incentives, which have not yet been factored into the cash flow forecast but will provide cash inflows
to reduce the impact of expenditure should they be successfully granted.
Should the commercialisation of new products and platforms take longer than forecast the directors may be required to raise
further capital through either equity or debt. The company has a history of being able to raise capital and debt when required
and the directors are confident that should the need arise they will be able to raise sufficient funds to meet their liabilities as
they fall due.
Should the consolidated entity be unable to implement the above strategies or source alternative funding, it may be necessary
to realise some or all assets and discharge liabilities at amounts different to those stated in the financial statements No
adjustments have been made to the recoverability and classification of asset and the amount and classification of liabilities
that might be necessary should the consolidated entity be unable to continue as a going concern and meet its debts as and
when they fall due.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 19.
The parent entity disclosure related to the legal parent entity, Opyl Limited.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Opyl Limited ('company' or
'parent entity') as at 30 June 2020 and the results of all subsidiaries for the year then ended. Opyl Limited and its subsidiaries
together are referred to in these financial statements as the 'consolidated entity'.
38
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvements 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 consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity 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 consolidated entity.
The acquisitions 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.
Where the consolidated entity 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
consolidated entity 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.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Opyl Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars 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 financial year-end 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 Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations 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 us recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the company is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the company: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes
into account estimates of variable consideration and the time value of money; 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.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration
is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues
until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject
to the constraining principle are recognised as a refund liability.
39
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Rendering of services
The consolidated entity primarily generates revenue from sale of its annual subscription services, which enable its customer
to access an online platform that allows them to search and source user generated content. The consolidated entity also
sells advertising and contesting services that are sold in a one-off basis rather than a subscription model.
The consolidated entity recognises subscription revenue over the subscription period (generally 1 year) on a straight-line
basis. For contracts where the consolidated entity is able to provide advertising services for a specific contract period,
advertising revenue is recognised ratably over the advertising term. Contest revenue is recognised when the contest has
concluded.
In relation to the revenue streams of the consolidated entity, the main revenue streams are recognised as follows:
SaaS revenue - This refers to SaaS platform that customers pay for in order to be compliant in how they market to consumers,
gather data and respect consumer privacy. Revenue from the sale of annual subscription services, which enable customers
to access an online platform that allows then to search and source user generated content, is recognised over the
subscription period (generally 1 year) on a straight line basis. The performance obligation is satisfied over time. As at 30
June 2020, there is no deferred SaaS revenue as the consolidated group's American subsidiary operations ceased during
the 2020 financial year.
Retainer revenue - For retainer contracts, revenue from its social media marketing agency arm is recognised when the
performance obligations are satisfied over time.
Project revenue - Project revenue is from ad-hoc projects. For project contracts, revenue is recognised when the performance
obligations are satisfied at a point in time.
Web revenue - Relates to Ludomade projects. For these contracts, revenue is recognised when the performance obligations
are satisfied over time.
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.
Deferred revenue
Deferred revenue includes billings or payments received in advance of revenue recognition and is recognised as the revenue
recognition criteria are met. Deferred revenue primarily consists of unearned portion of subscription fees.
Government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them
with the costs that they are intended to compensate.
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.
40
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
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 losses.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the company'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 classified as current when: it is either expected to be settled in the company'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 are generally due for settlement within 30
days.
The consolidated entity 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.
Capitalised development costs
As the consolidated entity recognises development costs, these costs are capitalised. This means that expenditure arising
during the development phase is recognised as an asset. Development costs are only capitalised if the project is assessed
to be technically and commercially feasible, we are able to use or sell the asset and we have sufficient resources and intent
to complete the development. Internally generated intangible assets have a finite life and are amortised on a straight-line
basis over their useful lives, usually 3 years.
Trade and other payables
Trade and other payables present liabilities for goods and services provided to the consolidated entity prior to year end that
are unpaid and arise when the consolidated entity becomes obliged to make future payments in respect of the purchase of
those goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. They are
recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
41
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the
loans or borrowings are classified as non-current.
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 company'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.
Employee benefits
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
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
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the company 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.
42
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
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 company or employee, the failure to satisfy the condition is treated as
a cancellation. If the condition is not within the control of the company 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.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Opyl Limited, 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 shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
43
Opyl Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the 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 GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The 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 GST recoverable from, or payable to, the tax authority.
Note 2. 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.
Share-based payment transactions
The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected credit
losses, as disclosed in note 8, is calculated based on the information available at the time of preparation. The actual credit
losses in future years may be higher or lower.
Impairment of non-financial assets
The company assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at
each reporting date by evaluating conditions specific to the company 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 fair value less costs of
disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
44
Opyl Limited
Notes to the financial statements
30 June 2020
Note 2. Critical accounting judgements, estimates and assumptions (continued)
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows (CGUs)
from continuing use that are largely independent of the cash inflows of other assets of CGUs. The recoverable amounts of
an assets or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on estimated
future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset of CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
losses are recognised in profit or loss.
Non-recognition of deferred tax assets
We apply management judgement to recognise a deferred tax asset and review its carrying amount at each reporting date.
The carrying amount is only recognised to the extent that it is probable that sufficient taxable profit will be available in the
future to utilise this benefit. Any amount unrecognised could be subsequently recognised if it has become probable that future
taxable profit will allow us to benefit from this deferred tax asset.
Non-recognition of R&D tax offset receivable
For financial reporting purposes, the R&D tax offset is analogised as other income see note 5. A credit will be recognised
within other income when the entity satisfies the criteria to receive the credit. The criteria is usually satisfied post reporting
date upon lodgment of the Consolidated group’s income tax return and as such management has opted to treat R&D tax
refunds on a cash basis and recorded in the year they are received.
Note 3. Operating segments
Identification of reportable operating segments
Performances are monitored per individual entity basis.
The Chief Operating Decision Maker (CODM) reviews cash flows, revenue and profit / loss before tax. The CODM reviews
the operations as one consolidated business. The accounting policies adopted for internal reporting to the CODM are
consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Opyl Services - Formerly "The Social Science" Opyl's social media marketing agency providing client services and account
management layer behind the group's technology properties. The main revenue streams are retainer revenue and project
revenue.
UGC Discovery platform - Opyl's Legal Rights Management protecting against unauthorised use of people's social and digital
content. This platform forms part of SaaS revenue in ShareRoot Inc.
Ludomade Inc. - Provides consumer data and privacy compliance. The main revenue stream is web revenue.
Major customers
The consolidated entity does not have any single customer which contributes more than 10% of the consolidated entity's
revenue.
45
Opyl Limited
Notes to the financial statements
30 June 2020
Note 3. Operating segments (continued)
Operating segment information
Opyl
Services
(formerly
Opyl
Limited
(formerly
ShareRoot ShareRoot Other
The Social ShareRoot
Science)
$
Inc
$
Ludomade Limited)
$
$
Ops
$
segments
$
Total
$
541,648
57,736
599,384
(120,238)
(848)
4,134
(21,074)
37,204
2,908
40,112
1,584
-
-
-
39,023
-
39,023
-
233,057
233,057
4,829
-
-
-
(748,924)
-
1,123
(4,031)
(138,026)
1,584
4,829
(751,832)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
617,875
293,701
911,576
(862,749)
(848)
5,257
(25,105)
(883,445)
(42,402)
(925,847)
30 June 2020
Revenue
Sales to external customers
Other revenue
Total revenue
EBITDA
Depreciation and amortisation
Interest revenue
Finance costs
Profit/(loss) before income
tax expense
Income tax expense
Loss after income tax
expense
Opyl
Services
(formerly
The Social ShareRoot
Science)
$
Inc
$
Opyl
Limited
(formerly
ShareRoot ShareRoot Other
Ludomade Limited)
$
$
Ops
$
segments
$
Total
$
30 June 2019
Revenue
Sales to external customers
Total revenue
575,898
575,898
239,092
239,092
112,813
112,813
-
-
EBITDA
Depreciation and amortisation
Impairment of assets
Interest revenue
Finance costs
Fair value adjustments -
deferred consideration
Share based payments
Profit/(loss) before income
tax expense
Income tax expense
Loss after income tax
expense
(762)
(762)
(762)
-
-
-
-
-
-
(196,064) (1,249,365)
-
(5,695)
- (1,700,961)
-
-
4,713
(4,758)
58,769
(20,338)
-
-
-
(708,419)
-
(161,623)
865
(3,989)
-
-
1,016,037
-
-
-
-
(133,548)
(196,109)
(1,939,984)
38,431
(1,006,714)
(762)
46
-
-
927,041
927,041
- (2,095,841)
-
(26,033)
- (1,862,584)
-
5,578
-
(8,747)
-
-
-
1,016,037
(133,548)
(3,105,138)
-
(3,105,138)
Opyl Limited
Notes to the financial statements
30 June 2020
Note 3. Operating segments (continued)
Geographical information
Australia
USA
Note 4. Revenue from contracts with customers
SaaS revenue
Retainer revenue
Project revenue
Web
Other
Revenue from contracts with customers
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Timing of revenue recognition
Services transferred at a point in time
Services transferred over time
Sales to external
customers
30 June 2020 30 June 2019
$
$
541,648
76,227
575,136
351,905
617,875
927,041
30 June 2020 30 June 2019
$
$
37,204
398,520
118,048
39,023
27,988
235,109
464,607
106,298
112,813
8,214
620,783
927,041
30 June 2020 30 June 2019
$
$
185,059
435,724
227,325
699,716
620,783
927,041
47
Opyl Limited
Notes to the financial statements
30 June 2020
Note 5. Other income
Fair value adjustment - deferred consideration relating to Ludomade
Government subsidy
COVID 19 - Jobkeeper
Interest income
R&D tax refund
Other income
Note 6. Expenses
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable
Rental expense relating to short-term leases
Minimum lease payments
Shares issued to employees
Share based payments
Superannuation expense
Defined contribution superannuation expense
Note 7. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
48
30 June 2020 30 June 2019
$
$
-
75,820
30,000
5,252
184,974
1,016,037
-
-
5,578
-
296,046
1,021,615
30 June 2020 30 June 2019
$
$
30,214
8,747
48,449
39,711
46,458
133,548
66,498
8,328
30 June 2020 30 June 2019
$
$
12
800,076
-
99,140
800,088
99,140
Opyl Limited
Notes to the financial statements
30 June 2020
Note 8. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
30 June 2020 30 June 2019
$
$
62,842
(1,852)
60,990
145,866
(12,472)
133,394
-
44,605
60,990
177,999
Allowance for expected credit losses
The company has recognised a loss of ($1,852) (2019: ($12,472)) in profit or loss in respect of the expected credit losses for
the year ended 30 June 2020.
Management believes that the amounts that are past due by more than 30 days are still collectable in full, based on historical
payment behaviour and extensive analysis of customer credit risk, including underlying customer's credit scores if they are
available. The ageing of the consolidated entity's trade receivables that were not impaired was as follows:
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
30 June 2020 30 June 2019
$
$
22,517
-
2,735
35,738
44,972
6,721
28,178
53,523
60,990
133,394
30 June 2020 30 June 2019
$
$
58,485
158,108
185,094
295,314
216,593
480,408
Neither past due not impaired
Past due 1 - 30 days
Past due 31 - 90 days
Past due 90+ days
Note 9. Trade and other payables
Current liabilities
Trade payables
Other payables and accruals
Refer to note 14 for further information on financial instruments.
49
Opyl Limited
Notes to the financial statements
30 June 2020
Note 10. Borrowings
Current liabilities
Shareholder loan
Refer to note 14 for further information on financial instruments.
30 June 2020 30 June 2019
$
$
-
203,989
On 1 April 2019, Mr Antanas Guoga ("Tony G") advanced a $200,000 loan to the company with maturity 30 March 2020. On
1 October 2019 the loan was partially converted to fully paid ordinary shares 100,000,000 at A$0.01 per share (A$100,000).
The balance of the loan (A$100,000) was paid in cash with an interest payment of A$3,989.
Note 11. Equity - issued capital
Ordinary shares - fully paid
36,892,002 1,569,454,374 16,837,024 14,826,597
30 June 2020 30 June 2019 30 June 2020 30 June 2019
Shares
Shares
$
$
Movements in ordinary share capital
Details
Balance
Issue of shares - placement
Issue of shares - placement
Issue of shares - placement
Share issue costs
Balance
Issue of shares - rights issue
Issue of shares - placement
Issue of shares - placement
Antanas Guoga - loan
Issue of shares - placement
Security consolidation
Issue of shares - placement
Share issue costs
Balance
Date
Shares
$
1 July 2018
24 July 2018
29 November 2018
10 December 2018
30 June 2019
19 July 2019
24 July 2019
24 July 2019
1 October 2019
15 October 2019
2 December 2019
24 June 2020
1,231,699,788 13,673,475
521,272
568,500
132,000
(68,650)
104,254,587
189,499,999
44,000,000
-
1,569,454,374 14,826,597
509,612
444,731
325,269
100,000
10,000
-
730,000
(109,185)
509,611,125
444,731,041
325,268,959
100,000,000
10,000,000
(2,929,473,497)
7,300,000
-
30 June 2020
36,892,002 16,837,024
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
50
Opyl Limited
Notes to the financial statements
30 June 2020
Note 11. Equity - issued capital (continued)
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard is ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders, issue new shares or sell assets to reduce debt.
Capital is regarded as total equity, as recognised in the financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively
pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to
maximise synergies.
Note 12. Equity - reserves
Foreign currency reserve
Options reserve
30 June 2020 30 June 2019
$
$
(381,075)
1,266,137
(372,018)
1,448,949
885,062
1,076,931
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Option reserve
The reserve is used to recognise the value of equity benefits provided to employees, directors and other parties as part of
their remuneration and compensation for services.
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
51
Opyl Limited
Notes to the financial statements
30 June 2020
Note 12. Equity - reserves (continued)
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Balance at 1 July 2018
Foreign currency translation
Options issued during the year
Balance at 30 June 2019
Foreign currency translation
Options issued during the year
Lapse of expired options
Balance at 30 June 2020
Note 13. Dividends
Foreign
exchange
reserve
$
Option
reserve
$
Total
$
(393,565)
21,547
-
1,315,402
-
133,547
921,837
21,547
133,547
(372,018)
(9,057)
-
-
1,448,949
-
46,458
(229,270)
1,076,931
(9,057)
46,458
(229,270)
(381,075)
1,266,137
885,062
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 14. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price
risk and interest rate risk), credit risk and liquidity risk. The consolidated entity'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 consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is
exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks,
ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the company and appropriate
procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the consolidated entity's
operating units. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and
recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. As
each of the individual entities in the group primarily transact in their own respective functional currency, foreign currency risk
is deemed to be minimal.
Price risk
The consolidated entity is not exposed to any significant price risk.
52
Opyl Limited
Notes to the financial statements
30 June 2020
Note 14. Financial instruments (continued)
Interest rate risk
Interest rate risk is deemed to be minimal as the consolidated entity exposure on interest risk is mainly on its cash at bank.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
company. The company has a strict code of credit, including obtaining agency credit information, confirming references and
setting appropriate credit limits. The company obtains guarantees where appropriate to mitigate credit risk. The maximum
exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for
expected credit losses of those assets, as disclosed in the statement of financial position and notes to the financial
statements. The company does not hold any collateral.
The consolidated entity deemed its credit risk to be minimal as its financial assets are mainly cash held at financial institutions.
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 1 year.
Liquidity risk
The company 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
The following tables detail the company'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 statement of financial position.
30 June 2020
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Total non-derivatives
30 June 2019
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Other loans
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
58,485
158,108
216,593
-
-
-
-
-
-
-
-
-
58,485
158,108
216,593
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
185,094
295,314
8.00%
203,989
684,397
-
-
-
-
-
-
-
-
-
-
-
-
185,094
295,314
203,989
684,397
53
Opyl Limited
Notes to the financial statements
30 June 2020
Note 14. Financial instruments (continued)
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.
Note 15. Key management personnel disclosures
Directors
The following persons were directors of Opyl Limited during the financial year:
Julian Chick
Damon Rasheed
Marat Basyrov
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of the
company, directly or indirectly, during the financial year:
Michelle Gallaher
Compensation
The aggregate compensation made to directors and other members of key management personnel of the company is set
out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Note 16. Remuneration of auditors
30 June 2020 30 June 2019
$
$
337,479
33,250
150,971
588,766
15,239
21,216
521,700
625,221
During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the
company. Audit services for the year ended 30 June 2020 were completed by William Buck, for the year ended 30 June 2019
audit services were completed by BDO East Coast Partnership (BDO).
Audit services
Audit or review of the financial statements - William Buck
Audit or review of the financial statements - BDO
54
30 June 2020 30 June 2019
$
$
25,000
-
-
72,000
25,000
72,000
Opyl Limited
Notes to the financial statements
30 June 2020
Note 17. Contingent liabilities
The company had no contingent liabilities as at 30 June 2020.
Note 18. Related party transactions
Parent entity
Opyl Limited is the parent entity.
Key management personnel
Disclosures relating to key management personnel are set out in note 15 and the remuneration report included in the
directors' report.
Transactions with related parties
During the financial year ended 30 June 2020, RDI Consulting Pty Ltd have been engaged to develop software for a machine
learning/artificial intelligence algorithm which can predict the likelihood of clinical trial passing its primary objective. The
engagement is to the value of $150,000. $58,054 has been incurred as at 30 June 2020. Damon Rasheed being a
shareholder of RDI Consulting is considered a related party.
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
Michelle Gallaher has drawings from the company corporate credit card which are to be repaid to the company. The balance
outstanding as at 30 June 2020 is $24,605 (2019:A$15,823).
55
Opyl Limited
Notes to the financial statements
30 June 2020
Note 19. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity/(deficiency)
30 June 2020 30 June 2019
$
$
(751,832)
(751,832)
(803,634)
(803,634)
30 June 2020 30 June 2019
$
$
781,305
781,305
133,100
133,100
10,879
10,879
413,813
413,813
18,586,126 16,653,323
1,613,088
(18,669,345)
1,266,137
(19,011,494)
840,769
(402,934)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2019.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2019.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except
for the following.
●
●
●
Investments in subsidiaries are accounted for at cost, less impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
Note 20. Interest in subsidiaries
56
Opyl Limited
Notes to the financial statements
30 June 2020
Note 20. Interest in subsidiaries (continued)
(a) Ultimate parent
Opyl Limited is the ultimate parent entity and the parent entity of the consolidation entity from a legal perspective. For
accounting purposes, Opyl Limited is the deemed ultimate parent of the consolidated entity in line with reverse acquisition
accounting.
(b) Corporate structure
The legal corporate structure of the consolidated entity is set out below;
Name
Principal place of business /
Country of incorporation
Legal parent
Opyl Limited
ShareRoot Inc
ShareRoot (Australian Ops) Pty Ltd
Opyl Services (Formerly The Social Science
Pty Ltd)
Ludomade, Inc
Australia
United States of America
Australia
Australia
United States of America
Note 21. Events after the reporting period
Ownership of
interest
2020
%
2019
%
-
100.00%
100.00%
-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has been financially negative for the
consolidated entity up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government
and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic
stimulus that may be provided.
For details relating to capital raising activities conducted by the Company post balance date, please refer to the Going
Concern note.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
company's operations, the results of those operations, or the company's state of affairs in future financial years.
57
Opyl Limited
Notes to the financial statements
30 June 2020
Note 22. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Impairment of goodwill
Share-based payments
Fair-value adjustment of deferred consideration in relation to Ludomade
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease in prepayments
Decrease/(increase) in other non-current assets
Decrease in trade and other payables
Increase/(decrease) in deferred revenue
Net cash used in operating activities
30 June 2020 30 June 2019
$
$
(925,847)
(3,105,138)
848
-
46,458
-
26,033
1,862,584
133,548
(1,016,037)
117,009
44,917
-
(263,815)
(48,562)
7,960
82,959
5,653
(24,242)
(76,177)
(1,028,992)
(2,102,857)
58
Opyl Limited
Notes to the financial statements
30 June 2020
Note 23. Earnings per share
Loss after income tax attributable to the owners of Opyl Limited
30 June 2020 30 June 2019
$
$
(925,847)
(3,105,138)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
13,645,211 1,694,417,552
Weighted average number of ordinary shares used in calculating diluted earnings per share
13,645,211 1,694,417,552
Basic earnings per share
Diluted earnings per share
Cents
Cents
(6.785)
(6.785)
(0.183)
(0.183)
The amount of the dilution is the average market price of ordinary shares during the period minus the issue price. Therefore,
to calculate diluted earnings per share, potential ordinary shares are treated as consisting of both the following:
●
●
a contract to issue a certain number of the ordinary shares at their average market price during the period. Such ordinary
shares are assumed to be fairly priced and to be neither dilutive nor antidilutive. They are ignored in the calculation of
diluted earnings per share.
a contract to issue the remaining ordinary shares for no consideration. Such ordinary shares generate no proceeds and
have no effect on profit or loss attributable to ordinary shares outstanding. Therefore, such shares are dilutive and are
added to the number of ordinary shares outstanding in the calculation of diluted earnings per share.
As the consolidated entity is in a loss position at the end of the financial year, the options on issue are not considered to be
dilutive.
59
Opyl Limited
Notes to the financial statements
30 June 2020
Note 24. Share based payments
A share option plan has been established by the consolidated entity and approved by shareholders at a general meeting,
whereby the consolidated entity may, at the discretion of the Board of Directors, grant options over ordinary shares in the
company to certain personnel of the consolidated entity. Share options are issued at nil consideration.
In addition, options may also be issued to advisers of the company for example to assist with capital raising activities.
Set out below are summaries of options granted under the plan:
2020
60
Opyl Limited
Notes to the financial statements
30 June 2020
Note 24. Share based payments (continued)
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Expired/
forfeited/
other
Impact of
share
consolidation
Balance at
the end of
the year
07/01/2016
05/12/2016
27/06/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
17/04/2018
19/02/2018
05/04/2018
05/04/2018
18/04/2018
06/03/2018
04/05/2018
06/02/2017
20/03/2017
20/03/2017
20/03/2017
01/04/2017
01/04/2017
01/04/2017
01/04/2017
26/01/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
13/05/2019
10/12/2019
10/12/2019
10/12/2019
31/12/2020
05/12/2026
27/06/2022
10/11/2022
20/02/2023
05/06/2022
13/04/2022
17/04/2023
19/02/2023
05/04/2023
05/04/2023
18/04/2023
04/05/2023
04/05/2023
06/02/2027
20/03/2027
20/03/2027
20/03/2027
01/04/2027
01/04/2027
01/04/2027
01/04/2027
26/02/2028
24/07/2023
06/03/2023
06/03/2023
18/09/2023
09/06/2023
08/02/2024
21/03/2024
13/05/2024
28/02/2020
10/12/2024
10/12/2024
$5.000 21,000,000
4,248,000
$1.200
3,000,000
$0.500
3,666,667
$0.500
3,000,000
$0.600
$0.700
8,000,000
$0.500 11,842,105
300,000
$0.500
3,000,000
$0.500
200,000
$0.500
200,000
$0.500
300,000
$0.500
9,000,000
$0.500
2,500,000
$0.500
600,000
$0.800
425,000
$2.500
566,666
$2.500
500,000
$2.500
1,500,000
$0.600
750,000
$0.600
1,500,000
$0.600
$0.600
1,500,000
750,000
$0.600
$1.000 25,000,000
2,000,000
$0.400
750,000
$0.400
300,000
$0.400
$0.400
300,000
$0.500 11,000,000
$0.500 11,000,000
$0.500 11,000,000
-
$0.800
-
$0.300
-
$0.800
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000*
60,000
2,335,000*
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(250,000)
-
-
(20,790,000)
(4,205,520)
(2,970,000)
(3,630,001)
(2,970,000)
(7,920,000)
(11,723,684)
(297,000)
(2,970,000)
(198,000)
(198,000)
(297,000)
(8,910,000)
(2,475,000)
(594,000)
(420,750)
(561,000)
(495,000)
(1,485,000)
(742,500)
(1,485,000)
(1,485,000)
(742,500)
(24,750,000)
(1,980,000)
(742,500)
(297,000)
(297,000)
(10,890,002)
(10,890,002)
(10,890,002)
-
-
-
210,000
42,480
30,000
36,666
30,000
80,000
118,421
3,000
30,000
2,000
2,000
3,000
90,000
25,000
6,000
4,250
5,666
5,000
15,000
7,500
15,000
15,000
7,500
250,000
20,000
7,500
3,000
3,000
109,998
109,998
109,998
-
60,000
2,335,000
139,698,438
2,645,000
(250,000) (138,301,461)
3,791,977
*Tranches issued to investors unconnected with share-based payments.
61
Opyl Limited
Notes to the financial statements
30 June 2020
Note 24. Share based payments (continued)
2019
Grant date
Expiry date
Exercise price start of the Granted
Exercised
Balance at
the
07/01/2016
05/12/2016
27/06/2017
11/07/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
17/04/2018
19/02/2018
05/04/2018
05/04/2018
18/04/2018
06/03/2018
04/05/2018
06/02/2017
20/03/2017
20/03/2017
20/03/2017
01/04/2017
01/04/2017
01/04/2017
01/04/2017
26/01/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
08/02/2019
13/05/2019
31/12/2020
05/12/2026
27/06/2022
31/12/2018
10/11/2022
20/02/2023
05/06/2022
13/04/2022
17/04/2023
19/02/2023
05/04/2023
05/04/2018
18/04/2023
04/05/2023
04/05/2023
06/02/2027
20/03/2027
20/03/2027
20/03/2027
01/04/2027
01/04/2027
01/04/2027
01/04/2027
26/02/2028
24/07/2023
06/03/2023
06/03/2023
18/09/2023
09/06/2023
08/02/2024
21/03/2024
08/02/2024
13/05/2024
year
$0.050 21,000,000
4,248,000
$0.012
$0.005
9,000,000
$0.010 22,000,000
$0.005 11,000,000
3,000,000
$0.006
$0.007
8,000,000
$0.005 11,842,105
300,000
$0.005
3,000,000
$0.005
200,000
$0.005
200,000
$0.005
300,000
$0.005
9,000,000
$0.005
2,500,000
$0.005
600,000
$0.008
425,000
$0.025
56,666
$0.025
500,000
$0.025
1,500,000
$0.006
750,000
$0.006
1,500,000
$0.006
1,500,000
$0.006
750,000
$0.006
$0.001
$0.004
$0.004
$0.004
$0.004
$0.005
$0.005
$0.005
$0.005
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 25,000,000
2,000,000
-
750,000
-
300,000
-
-
300,000
- 11,000,000
- 11,000,000
- 11,000,000
- 11,000,000
Expired/
forfeited/
other
Balance at
the
end of the
year
- 21,000,000
-
4,248,000
(6,000,000)
3,000,000
(22,000,000)
-
(7,333,333)
3,666,667
-
3,000,000
-
8,000,000
- 11,842,105
-
300,000
-
3,000,000
-
200,000
-
200,000
-
300,000
-
9,000,000
-
2,500,000
-
600,000
-
425,000
-
566,666
-
500,000
-
1,500,000
-
750,000
-
1,500,000
-
1,500,000
-
750,000
- 25,000,000
-
2,000,000
-
750,000
-
300,000
-
300,000
- 11,000,000
- 11,000,000
-
- 11,000,000
(11,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
113,171,771 72,350,000
-
(46,333,333) 139,698,438
62
Opyl Limited
Notes to the financial statements
30 June 2020
Note 24. Share based payments (continued)
Set out below are the options exercisable at the end of the financial year:
Grant date
07/01/2006
05/12/2016
27/06/2017
11/07/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
17/04/2018
19/02/2018
05/04/2018
05/04/2018
18/04/2018
06/03/2018
04/05/2018
06/02/2017
20/03/2017
20/03/2017
20/03/2017
01/04/2017
01/04/2017
01/04/2017
01/04/2017
26/01/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
08/02/2019
08/02/2019
21/03/2019
21/03/2019
21/03/2019
13/05/2019
13/05/2019
13/05/2019
10/12/2019
10/12/2019
10/12/2019
Expiry date
31/12/2020
05/12/2026
27/06/2022
31/12/2018
10/11/2022
20/02/2023
05/06/2022
13/04/2022
17/04/2023
19/02/2023
05/04/2023
05/04/2023
18/04/2023
04/05/2023
04/05/2023
06/02/2027
20/03/2027
20/03/2027
20/03/2027
01/04/2027
01/04/2027
01/04/2027
01/04/2027
26/01/2028
24/07/2023
06/03/2023
06/03/2023
18/09/2023
09/06/2023
08/02/2024
08/02/2024
08/02/2024
21/03/2024
21/03/2024
21/03/2024
13/05/2024
13/05/2024
13/05/2024
10/12/2024
10/12/2024
10/12/2024
63
2020
Number
2019
Number
210,000 21,000,000
42,480
2,956,000
30,000
3,000,000
- 22,000,000
36,667
3,666,667
30,000
3,000,000
80,000
8,000,000
118,421 11,842,105
40,000
100,000
-
1,000,000
-
66,667
-
66,667
-
100,000
90,000
3,000,000
25,000
2,500,000
6,000
300,000
14,917
290,000
-
380,000
-
350,000
-
375,000
-
375,000
-
562,500
-
750,000
-
187,500
250,000
8,333,334
20,000
1,333,334
7,500
500,000
3,000
100,000
3,000
100,000
36,667
-
36,667
-
36,667
-
36,667
-
36,667
-
36,667
-
36,667
-
36,667
-
36,667
-
20,000
-
20,000
-
20,000
-
1,396,988 96,234,774
Opyl Limited
Notes to the financial statements
30 June 2020
Note 24. Share based payments (continued)
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 follow:
Grant date
Expiry date
Share price Exercise
at grant date
price
Expected
volatility
Dividend
yield
Risk-free
Fair value
interest rate at grant date
10/12/2019
10/12/2024
$0.170
$0.300
100.00%
-
1.50%
$0.113
64
Opyl Limited
Directors' declaration
30 June 2020
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, Accounting Standards AASB 134
'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
●
The financial statements also comply with International Financial Reporting Standards as disclosed in note 1.
●
●
the attached financial statements and notes give a true and fair view of the company's financial position as at 30 June
2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 303(5)(a) of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Damon Rasheed
Director
27 August 2020
65
Opyl Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Opyl Limited (the Company) and its controlled
entities (the Group), which comprises the consolidated statement of financial position as at
30 June 2020, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement
of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information, and the
directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of
its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group
incurred a net loss of $934,904 during the year ended 30 June 2020 and, as of that
date, the Group’s net cash outflows used in operations was $1,028,992. As stated in
Note 1, these events or conditions, along with other matters as set forth in Note 1,
indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
Other Matter
The financial report of Opyl Limited (formerly named ShareRoot Limited) for the year ended 30 June 2019
was audited by another auditor, who expressed an unmodified opinion to that report.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
REVENUE RECOGNITION
Area of focus
As required by AASB 15 Revenue from
Contracts with Customers, revenue is disclosed
in Note 1.
This area is a key audit matter as each revenue
stream requires a bespoke revenue recognition
model to ensure that revenue is only
recognised:
a) when a performance milestone is achieved;
b) can be reliably measured; and
c) there is a low likelihood for dispute by the
customer for revenues that are recognised
which are beyond that originally scoped at the
inception of the engagement.
How our audit addressed it
Our audit procedures included the following:
• Understanding and documenting the
design of key controls and testing their
operational effectiveness on revenue
recognition;
• The evaluation of revenue recognition
policies for all material sources of
revenue to ensure that revenue is
recognised in-accordance with AASB
15;
• Examining management’s assessment
of achievement of performance
milestones relevant to material revenue
contracts;
• Performing detailed cut-off testing to
ensure that revenue transactions
throughout the year end had been
recorded in the correct financial period.
In-addition, we also examined key disclosures
relating to the recognition of revenue in the
financial statements.
CLOSURE OF US OPERATIONS
Area of focus
How our audit addressed it
During the year the Group wound down trading
activity that it formerly conducted in the United
States.
As a result of this wind down, the Group has
settled legacy liabilities with previous suppliers
and employees that it had previously recorded
in the Statement of Financial Position.
In preparing these financial statements, the
Directors have considered that the results of its
US operations were sufficiently immaterial and
inconsequential to merit the designation of a
discontinued operation that may otherwise have
been disclosed in the Statement of Financial
Position.
Our audit procedures included the following:
• Legacy liabilities which were individually
material were agreed to settlements and
final cash payments; and
• We consulted with the Group’s legal
counsel to discuss any further liabilities
not captured in the Statement of
Financial Position, or the existence of
contingent liabilities not otherwise
disclosed in the financial statements;
• We consulted with our Group Technical
Team to discuss management’s
assessment of its trading activity as not
meeting the definition of a discontinued
operation in assessing disclosures in
the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and
the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2020.
In our opinion, the Remuneration Report of Opyl Limited, for the year ended 30 June 2020, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck Audit (Vic) Pty Ltd
ABN: 59 116 151 136
N. S. Benbow
Director
Melbourne, dated this 27th day of August, 2020
Opyl Limited
Shareholder information
30 June 2020
The shareholder information set out below was applicable as at 15 July 2020
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Number
of holders
of options
over
Number
of holders
of ordinary ordinary
shares
shares
2,609
335
151
278
82
3,455
-
-
9
12
34
11
66
-
70
Opyl Limited
Shareholder information
30 June 2020
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
issued
Number held
SCINTILLA STRATEGIC INVESTMENTS LIMITED
ALTOR CAPITAL MANAGEMENT PTY LTD (ALTOR ALPHA FUND A/C)
HONGKONG FRANK PTY LTD (DAVIS SUPER FUND A/C)
REWOP PTY LTD (SCOTT POWER SUPER FUND A/C)
UBS NOMINEES PTY LTD
MR MARAT BASYROV
KAMAREL PTY LTD (K F & M L SMITH S/F A/C)
DR DEREK ANTHONY JELLINEK
CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C)
SUPERTANK PTY LTD (SUPERTANK SUPERFUND A/C)
NOAH ABELSON
MR ROBERT GARETH PRICE & MR STEVEN DAVID PRICE (SIMEST SUPER FUND A/C)
MR ELIE CHAKKOUR
DR THOMAS PETER CLARKE & MRS GILDA FRANCES CLARKE (TP&GF CLARKE
SUPER FUND A/C)
DLK INVESTMENTS GROUP PTY LTD (THE DLK INVESTMENTS UNIT A/C)
MRS JACINTA MAY WILKIE
CARTER HOSKING PTY LTD (CARTER HOSKING S/FUND A/C)
DOLOC PTY LTD (THE CLIVE BRIGGS PSL S/F A/C)
MR THOMAS ROBERT SARTOR
RCKC NOMINEES PTY LTD
1,877,532
1,011,077
850,000
840,669
762,500
730,000
700,000
683,153
619,400
500,000
491,188
406,150
400,000
400,000
400,000
399,250
380,480
361,711
360,400
330,000
5.09
2.74
2.30
2.28
2.07
1.98
1.90
1.85
1.68
1.36
1.33
1.10
1.08
1.08
1.08
1.08
1.03
0.98
0.98
0.89
12,503,510
33.88
Twenty largest unquoted equity security holders
The names of the twenty largest security holders of unquoted equity securities are listed below:
71
Opyl Limited
Shareholder information
30 June 2020
ANTANAS GUOGA
DDPEVCIC (WA) PTY LTD(DOMINIC FAMILY A/C)
GE EQUITY INVESTMENTS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
JULIAN CHICK
FOSTER STOCKBROKING PTY LTD
MR MARAT BASYROV
DAMON RASHEED
SANLAM PRIVATE WEALTH PTY LTD (WESTBOURNE LONG SHORT A/C)
BLARNEY VENTURES
WALSH PRESTIGE PTY LTD (WALSH FAMILY A/C)
AUSTRALIAN TRAVEL DIRECTORY (AUST) PTY LTD
MR MARK ANDREW TKOCZ
MR BIN LIU
HIRSCH FINANCIAL PTY LTD
MICHELLE GALLAGHER
HELMET NOMINEES PTY LTD (TIM WEIR FAMILY FUND A/C)
DEMASIADO PTY LTD (DEMASIADO FAMILY A/C)
JASON WEAVER (WEAVER FAMILY A/C)
MRS LUYE LI
Unquoted equity securities
There are no unquoted equity securities.
Options over ordinary
shares
% of total
options
issued
Number held
690,000
233,333
166,667
166,667
159,998
140,000
129,998
129,998
125,000
118,421
100,000
100,000
100,000
100,000
100,000
90,000
83,333
83,333
80,000
80,000
2,976,748
18.20
6.15
4.40
4.40
4.22
3.69
3.43
3.43
3.30
3.12
2.64
2.64
2.64
2.64
2.64
2.37
2.20
2.20
2.11
2.11
78.53
72
Number
on issue
Number
of holders
80,000
118,421
3,000
30,000
4,000
3,000
115,000
6,000
14,916
52,500
7,500
250,000
27,500
3,000
3,000
36,666
36,666
36,666
36,666
210,000
36,666
36,666
36,666
36,666
36,666
60,000
42,480
2,335,000
30,000
36,666
30,000
3,791,977
1
1
1
1
2
1
2
1
3
4
1
1
2
1
1
1
1
1
1
6
1
1
1
1
1
3
4
28
1
1
1
76
Opyl Limited
Shareholder information
30 June 2020
Unlisted Options expiry and exercise price
UNL OPTIONS EXP 05/06/2022 @ $0.70
UNL OPTIONS EXP 13/04/2022 @ $0.50
UNL OPTIONS EXP 17/04/23 @ $0.50
UNL OPTIONS EXP 19/02/23 @ $0.50
UNL OPTIONS EXP 05/04/23 @ $0.50
UNL OPTIONS EXP 18/04/23 @ $0.50
UNL OPTIONS EXP 04/05/23 @ $0.50
UNL OPTIONS EXP 06/02/27@ $0.80
UNL OPTIONS EXP 20/03/27@ $2.50
UNL OPTIONS EXP 01/04/27@ $0.60
UNL OPTIONS EXP 26/01/28 @ $0.60
UNL ESS OPT EXP 24/07/2023 @ $1.00
UNL OPT EXP 6/03/2023 @ $0.40
UNL OPT EXP 18/09/2023 @ $0.40
UNL OPT EXP 9/06/2023 @ $0.40
UNL OP EX 8/2/2024 @ $0.50 VEST 11/2/20
UNL OP EX 8/2/2024 @ $0.50 VEST 11/2/21
UNL OP EX 8/2/2024 @ $0.50 VEST 11/2/22
UNL OP EX 21/3/24 @ $0.50 VEST 21/3/20
UNL OPTIONS EXP 31/12/2020 @ $5.00
UNL OP EX 21/3/24 @ $0.50 VEST 21/3/21
UNL OP EX 21/3/24 @ $0.50 VEST 21/3/22
UNL OP EXP 13/5/24 @ $0.50 VEST 13/5/20
UNL OP EXP 13/5/24 @ $0.50 VEST 13/5/21
UNL OP EXP 13/5/24 @ $0.50 VEST 13/5/22
UNL OP EXP 10/12/24 @ $0.30
UNL OPTIONS EXP 10YRS GRANT DAY @ $1.20
UNL OP EXP 10/12/24 @ $0.80
UNL OPTIONS EXP 27/06/2022 @ $0.50
UNL OPTIONS EXP 10/11/2022 @ $0.50
UNL OPTIONS EXP 20/02/2023 @ $0.60
73
Opyl Limited
Shareholder information
30 June 2020
Substantial holders
Substantial holders in the company are set out below:
SCINTILLA STRATEGIC INVESTMENTS LIMITED
ALTOR CAPITAL MANAGEMENT PTY LTD (ALTOR ALPHA FUND A/C
HONGKONG FRANK PTY LTD (DAVIS SUPER FUND A/C)
REWOP PTY LTD (SCOTT POWER SUPER FUND A/C)
UBS NOMINEES PTY LTD
MR MARAT BASYROV
ANTANAS GUOGA
DDPEVCIC (WA) PTY LTD (DOMINIC FAMILY A/C)
GE EQUITY INVESTMENTS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
JULIAN CHICK
FOSTER STOCKBROKING PTY LTD
MR MARAT BASYROV
DAMON RASHEED
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
% of total
shares
issued
Number held
1,877,532
1,011,077
850,000
840,669
762,500
730,000
5.09
2.74
2.30
2.28
2.07
1.98
Options over ordinary
shares
% of total
options
issued
Number held
690,000
233,333
166,667
166,667
159,998
140,000
129,998
129,998
18.20
6.15
4.40
4.40
4.22
3.69
3.43
3.43
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options
All quoted and unquoted options do not carry any voting rights
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Corporate Directory
Directors
Julian Chick - Chairman and Non-Executive Director
Damon Rasheed - Executive Director
Marat Basyrov - Non-Executive Director
Mark Ziirsen - Non-Executive Director
Company Secretary
David Lilja - Appointed 10 December 2019
David Hwang - Resigned 10 December 2019
Registered office
105, Wellington Street
St Kilda, VIC 3182, Australia
Principal place of business
105, Wellington Street
St Kilda, VIC 3182, Australia
Share register
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000, Australia
Telephone: +1300 288 664 (within Australia); +61 2 9698 5414 (outside Australia)
Email: hello@automic.com.au
Auditor
William Buck
20/181, William St
Melbourne VIC 3000
Solicitor
Automic Legal Pty Ltd
Level 5, 126 Philip Street
Sydney NSW 2000, Australia
Bankers
Vault Legal
102/15 Corporate Drive
Moorabbin VIC 3189, Australia
Vasquez Benisek & Lindgren LLP
1150, Parkside Drive, Suite 130
Walnut Creek, CA 94596, USA
Westpac Banking Corporation
Level 13 109, St Georges Tce
Perth WA 6000, Australia
First Republic Bank
44, Montgomery Street
San Francisco, CA 94104, USA
Stock exchange listing
Opyl Limited shares are listed on the Australian Stock Exchange (ASX code: OPL)
Website
www.opyl.ai
Corporate Governance Statement
www.opyl.ai/investors
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