Opyl Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Opyl Limited
71 063 144 865
For the year ended 30 June 2021
For the year ended 30 June 2020
2. Results for announcement to the market
Revenues from ordinary activities
Loss from ordinary activities after tax attributable to the owners of Opyl
Limited
Loss for the year attributable to the owners of Opyl Limited
up
up
up
$
23.7% to
767,719
23.5% to
(1,143,432)
23.5% to
(1,143,432)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the company after providing for income tax amounted to $1,143,432 (30 June 2020: $925,847).
Reporting
period
Cents
Previous
period
Cents
3.92
1.79
3. Net tangible assets
Net tangible assets per ordinary security
4. Control gained over entities
Not applicable.
5. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
6. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unmodified opinion has been issued.
Opyl LimitedAppendix 4EPreliminary final report 7. Attachments Details of attachments (if any): The Annual Report of Opyl Limited for the year ended 30 June 2021 is attached. 8. Signed Signed ___________________________Date: ___________________ 2021 Mark ZiirsenDirector 26 August Opyl Limited
ABN 71 063 144 865
Annual Report - 30 June 2021
Opyl Limited
Directors' report
30 June 2021
Corporate Directory
Directors
Julian Chick - Chairman and Non-Executive Director
Damon Rasheed - Executive Director
Marat Basyrov - Non-Executive Director
Mark Ziirsen - Non-Executive Director - Appointed 21 September 2020
Megan Robertson - Non-Executive Director - Appointed 5 May 2021
Company Secretary
David Lilja
Notice of annual general
meeting
The details of the annual general meeting of Opyl Limited are:
to be determined
Registered office
Principal place of business
105 Wellington Street
St Kilda, VIC 3182, Australia
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
Solicitor
Bankers
William Buck
Level 20, 181 William Street
Melbourne VIC 3000, Australia
SBA Law
Level 15, 607 Bourke Street
Melbourne VIC 3000, Australia
JRT Partnership
Level 2, 99 Queen Street
Melbourne VIC 3000, Australia
Montgomery Pacific LLP
150 Spear Street, Suite 800
San Francisco, CA 94105, USA
Westpac Banking Corporation
Level 13 109, St Georges Terrace
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 Securities Exchange (ASX code: OPL)
Website
www.opyl.ai
Corporate Governance
Statement
www.opyl.ai/investors
1
Opyl Limited
Directors' report
30 June 2021
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 2021.
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
Mark Ziirsen - Non-Executive Director
Megan Robertson - Non-Executive Director
Appointed 21 September 2020
Appointed 5 May 2021
Principal activities
The principal activities of the company during the course of the financial year 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.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
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Opyl Limited
Directors' report
30 June 2021
Review of operations
During the year, Opyl Limited’s operations have focused on executing the change in direction into digital health, rebuilding
the R&D pipeline to deliver novel solutions for the global health and life sciences sector improving the current service
offering and to also provide upside value in terms of the scalability potential of the artificial intelligence platforms to deliver
market research and clinical trial efficiency outcomes.
Opyl delivered to expectations for the financial year ended 30 June 2021. Completing the year of realignment in the global
digital health market, Opyl efficiently 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.
The statement of profit or loss and other comprehensive income shows a loss of $1,143,432 (2020: $925,847) for the year.
Opyl has no bank debt. As at 30 June 2021 Opyl had a cash position of $2,316,340 (2020: $800,088). Operating, financing
and investing activities incurred a net cash inflow for the year of $1,516,252 (2020: $710,005).
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the Group based on known information. Other than as addressed in ASX announcements, there does not
currently appear to be either any significant impact upon the financial statements or any significant uncertainties with
respect to events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a
result of the Coronavirus (COVID-19) pandemic
Opyl has received $118,718 of COVID-19 related government PAYGW cash booster grants. The company has also
received $67,500 of JobKeeper payments.
Operational progress
During the year Opyl concentrated on delivering the Opin (www.opin.ai) platform build to an operational stage, allowing the
company to successfully launch the platform on 21 May 2021 and expand its offering and unlocking new revenue in the
clinical trial recruitment sector.
Retainer clients and social media insights project clients continue to generate consistent revenue. A strategic alliance with
UK-based marketing agency huumun was mutually concluded following the loss of their Australian-based sales resource
within Quarter 4. Opyl continues to work with biopharma clients that were gained through the alliance.
Opyl is now in a strong financial position after the recent capital raise, and with the maintenance of revenue from retainer
and insight project clients, to continue the development of Opin revealing new novel automated and predictive features
planned for the coming months.
Opyl successfully completed its capital raise efforts in Quarter 3 through the launch of a private placement and a share
purchase plan. The proceeds from the private placement and share purchase plan, totalling $2,680,011 before costs.
Complementing its capital raise efforts, on 22 February 2021, Opyl implemented an off-market share buy-back facility for
all the shares held by shareholders who held unmarketable parcels of shares in the Company. A total of 373,355 shares
were acquired via the buy-back and consequently cancelled at a cost of $66,090, that will be recovered through reduced
future administration costs.
Full details of movements in share capital for the year are detailed in note 11 to the financial statements.
Board and leadership changes
Mr Mark Ziirsen and Dr Megan Robertson were appointed as a non-executive directors on 21 September 2020 and 5 May
2021 respectively.
Mr Damon Rasheed moved into an executive director role to leverage his expertise in the artificial intelligence space.
There were no other changes to the board or leadership team during the period.
Significant changes in the state of affairs
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 and to also as add upside value in terms of the scalability potential of the artificial intelligence platforms to
deliver market research and clinical trial efficiency outcomes.
3
Opyl Limited
Directors' report
30 June 2021
Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2021 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 2021, 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.
As announced on 6 August 2021, the company issued 90,000 option securities under the employee incentive scheme to
eligible employees.
Likely developments and expected results of operations
Opyl Limited anticipates that as the group grows and rolls out new service offerings and continues to commercialise Opin,
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.
Environmental regulation
The company is not subject to any significant environmental regulation under Australian Commonwealth or State law.
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Opyl Limited
Directors' report
30 June 2021
Information on directors
Name:
Title:
Experience and expertise:
Dr Julian Chick
Chairman and Non-Executive Director
Julian 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, Julian's previous roles include investment
adviser, healthcare analyst for private equity investors, portfolio manager, investment
banker and venture capitalist.
Julian 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.
Other current directorships:
N/A
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
614,741 ordinary shares
484,998
Name:
Title:
Experience and expertise:
Damon Rasheed
Executive Director
Damon 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.
Damon'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).
Damon holds a Masters Degree in Commerce (Hons) and a Degree in Economics
(Hons) majoring in statistics.
N/A
Other current directorships:
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
192,667 ordinary shares
429,998
Name:
Title:
Experience and expertise:
Marat Basyrov
Non-Executive Director
Marat 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, Marat has a track record
of success through building a number of data-driven startup companies including
Adevi.io.
Marat has a broad high-value professional network of directors, investors and
collaborators across the globe. He holds a Bachelor of Business in Accounting and
Management from Central Queensland University and is a Certified Practicing
Accountant (Australia).
Other current directorships:
N/A
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
802,000 ordinary shares
429,998
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Opyl Limited
Directors' report
30 June 2021
Name:
Title:
Experience and expertise:
Mark Ziirsen (Appointed 21 September 2020)
Non-Executive Director
Mark is an experienced ASX listed, non-executive director and CFO. He served as
non-executive director and chair of Respiri Limited, an eHealth SaaS company
supporting respiratory health management, 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.
He commenced his career with EY in business advisory, tax and management
consulting. Most recently, he was 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.
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.
N/A
Other current directorships:
Former directorships (last 3 years): Respiri Limited (May 2018 - November 2018)
Interests in shares:
Interests in options:
-
300,000
Name:
Title:
Experience and expertise:
Dr Megan Robertson (Appointed 5 May 2021)
Non-Executive Director
Megan is an alumna of the University of Melbourne where she completed a Bachelor
of Medicine, Bachelor of Surgery (MBBS). She is the current Group Chief Research
Officer at St Vincent’s Health Australia and Director of Research at St Vincent’s
Hospital, Melbourne. She also works as a Senior Intensive Care Consultant at
Epworth Healthcare (Richmond and Freemasons). She is on the boards of the Digital
Health CRC, St Vincent’s Institute of Medical Research, FearLess (PTSD-ANZ),
Queen’s College (University of Melbourne) and the Tuckwell Scholarship Selection
Panel at ANU. She also works with national bodies including the Australian
Commission on Safety and Quality in Healthcare, AusBiotech and the National Health
and Medical Research Council. Previously, she held positions as the Director of
Professional Affairs, CICM, as the Executive Director of Research at Epworth
HealthCare and as the Co-Director of the Intensive Care Unit at Epworth
Freemasons.
She has successfully led major initiatives in the St Vincent’s Research Directorate
including the establishment of the St Vincent’s Research Valet Service, development
of the Victorian Clinical Trial Gateway portal, Clinical Trials Business Development
model, facilitated research activities of the research Governance Unit, and built
linkages between clinicians/researchers and industry, as well as linkages between
clinicians/researchers and community.
Megan is a fellow of the Royal Australian College of Physicians (FRACP), the
Australian and New Zealand College of Anaesthetists (FANZCA) and the College of
Intensive Care Medicine (FCICM).
N/A
Other current directorships:
Former directorships (last 3 years): N/A
Interests in shares:
Interests in options:
-
-
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
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Opyl Limited
Directors' report
30 June 2021
'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
David Lilja is a qualified accountant and experienced company secretary with over 20 years’ within the professional
services industry working 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 secretarial services.
Meetings of directors
The number of meetings of the company's board of directors ('the Board') held during the year ended 30 June 2021, and
the number of meetings attended by each director were:
Julian Chick
Damon Rasheed
Marat Basyrov
Mark Ziirsen*
Megan Robertson*
Attended
Held
12
12
12
9
2
12
12
12
9
2
Held: represents the number of meetings held during the time the director held office.
* Mark Ziirsen and Megan Robertson did not attend meetings prior to their appointments.
There were 12 meetings of directors held during the year ended 30 June 2021.
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
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 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:
7
Opyl Limited
Directors' report
30 June 2021
●
●
●
●
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 remuneration
is separate.
Non-executive and 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 27 November 2015, where the
shareholders approved a maximum annual aggregate remuneration of $300,000.
Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')
At the 2020 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2020. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
8
Opyl Limited
Directors' report
30 June 2021
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the company are set out in the following tables.
Julian Chick - Chairman - Non-Executive Director
Damon Rasheed - Executive Director
The key management personnel of the company consisted of the following directors and other personnel of the company:
●
●
● Marat Basyrov - Non-Executive Director
● Mark Ziirsen - Non-Executive Director
● Megan Robertson - Non-Executive Director
● Michelle Gallaher - Chief Executive Officer
Short-term
benefits
Post-
employment
benefits
Cash salary
and fees
$
Super-
annuation
$
Short-term
benefits
non-monetary
and
Annual leave
$
Long-term
benefits
and
Long service
leave
$
Share-based
payments
Equity-
settled option
$
Total
$
40,000
40,000
31,212
6,349
3,800
3,800
2,965
603
40,000
3,800
-
-
-
-
-
-
-
-
-
-
41,200
41,200
41,200
-
85,000
85,000
75,377
6,952
41,200
85,000
230,000
387,561
21,850
36,818
13,404
13,404
13,230
13,230
-
164,800
278,484
615,813
30 June 2021
Non-executive directors:
Marat Basyrov*
Julian Chick*
Mark Ziirsen**
Megan Robertson***
Executive Directors:
Damon Rasheed*^
Other Key Management
Personnel:
Michelle Gallaher****
*The equity settled options were issued and vested immediately on 10 December 2020.
**Appointed 21 September 2020.
***Appointed 5 May 2021.
****Michelle Gallaher's long-service leave was not accrued in prior years, the amount recorded in the current year is her
current full entitlement.
^Became an Executive Director on 21 September 2020.
9
Opyl Limited
Directors' report
30 June 2021
30 June 2020
Non-executive directors:
Damon Rasheed*
Marat Basyrov*
Julian Chick*
Other Key Management Personnel:
Michelle Gallaher*
Short-term
benefits
Post-
employment
benefits
Cash salary
and fees
$
Super-
annuation
$
Short-term
benefits
non-monetary
and
Share-based
payments
Equity-
Annual leave settled option
$
$
Total
$
40,000
40,000
40,000
3,800
3,800
3,800
-
-
-
13,189
21,203
50,958
56,989
65,003
94,758
217,479
337,479
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.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Marat Basyrov
Julian Chick
Mark Ziirsen*
Megan Robertson**
Executive Directors:
Damon Rasheed^
Other Key Management Personnel:
Michelle Gallaher
*Appointed 21 September 2020.
**Appointed 5 May 2021.
^Became an Executive Director on 21 September 2020.
Fixed remuneration
At risk - LTI
30 June 2021 30 June 2020 30 June 2021 30 June 2020
52%
52%
45%
100%
67%
46%
-
-
48%
48%
55%
-
33%
54%
-
-
52%
77%
48%
23%
100%
83%
-
17%
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
10% employer superannuation contribution;
(b) Short-term incentives: the Board may, at its discretion, determine that Ms Gallaher
may be eligible for short-term incentives in the form of a cash bonus;
(c) 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;
(d) Termination: the company and Ms Gallaher may terminate the Executive Services
Agreement without cause giving the other party six months' notice.
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Opyl Limited
Directors' report
30 June 2021
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
As at 30 June 2021, no other key management personnel have any service agreement with the consolidated entity.
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 2021.
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:
Name
Damon Rasheed
Marat Basyrov
Julian Chick
Mark Ziirsen
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
100,000 10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2020
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
10/12/2025
$0.300
$0.500
$0.750
$0.300
$0.500
$0.750
$0.300
$0.500
$0.750
$0.300
$0.500
$0.750
$0.144
$0.137
$0.131
$0.144
$0.137
$0.131
$0.144
$0.137
$0.131
$0.144
$0.137
$0.131
Options granted carry no dividend or voting rights.
Additional information
The earnings of the company for the five years to 30 June 2021 are summarised below:
2021
$
2020
$
2019
$
2018
$
2017
$
Sales revenue
Loss after income tax
767,719
(1,143,432)
620,783
(934,904)
927,041
(3,105,138)
390,956
(3,035,627)
169,094
(3,228,403)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
0.180
(2.821)
(2.821)
0.087
(6.785)
(6.785)
0.001
(0.180)
(0.180)
0.005
(0.330)
(0.330)
0.007
(0.810)
(0.810)
2021
2020
2019
2018
2017
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Opyl Limited
Directors' report
30 June 2021
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
Damon Rasheed
Marat Basyrov *
Megan Robertson
Mark Ziirsen
Michelle Gallaher
Balance at
the start of
the year
464,741
40,000
802,000
-
-
100,000
1,406,741
Balance at
the end of
the year
614,741
192,667
802,000
-
-
100,000
1,709,408
Additions
150,000
152,667
-
-
-
-
302,667
*On the 17 June 2021, Marat Basyrov completed the off-market transfer of 802,000 personally held shares to a related
party.
The additions of ordinary shares to key management personnel arose from the purchase of on-market shares at market
value.
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Opyl Limited
Directors' report
30 June 2021
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
Damon Rasheed
Marat Basyrov
Mark Ziirsen
Megan Robertson
Michelle Gallaher
Options over ordinary shares
Julian Chick
Damon Rasheed
Marat Basyrov
Mark Ziirsen
Megan Robertson
Michelle Gallaher
Balance at
the start of
the year
184,998
129,998
129,998
-
-
90,000
534,994
Granted
300,000
300,000
300,000
300,000
-
-
1,200,000
Vested
options
Unvested
options
448,332
393,332
393,332
300,000
-
90,000
1,624,996
36,666
36,666
36,666
-
-
-
109,998
Balance at
the end of
the year
484,998
429,998
429,998
300,000
-
90,000
1,734,994
Balance at
the end of
the year
484,998
429,998
429,998
300,000
-
90,000
1,734,994
During the financial year ended 30 June 2021, the consolidated entity did not employ or use the services of remuneration
consultants.
Other transactions with key management personnel and their related parties
During the financial year ended 30 June 2021, RDI Consulting Pty Ltd and Edway Media 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. A total of $268,574 has been incurred.
RDI Consulting
Edway Media Pty Ltd
30 June 2021
$
132,035
136,539
268,574
As Damon Rasheed is a shareholder of RDI Consulting, RDI Consulting is considered a related party. Marat Basyrov is a
shareholder of Edway Media Pty Ltd, Edway Media Pty Ltd is also considered a related party.
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.
13
Opyl Limited
Directors' report
30 June 2021
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
15/12/2016
06/02/2017
20/03/2017
01/04/2017
27/06/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
06/03/2018
17/04/2018
04/05/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
13/05/2019
27/11/2019
27/11/2019
27/11/2019
10/12/2019
07/11/2020
07/11/2020
07/11/2020
Expiry date
05/12/2026
06/02/2027
20/03/2027
01/04/2027
27/06/2022
10/11/2022
05/06/2022
13/04/2022
20/02/2023
04/05/2023
17/04/2023
04/05/2023
24/07/2023
18/09/2023
09/06/2023
06/03/2023
06/03/2023
08/02/2024
21/03/2024
13/05/2024
27/11/2024
27/11/2024
27/11/2024
29/01/2024
07/11/2025
07/11/2025
07/11/2025
Exercise
price
Number
under
option
$1.200
$0.800
$2.500
$0.600
$0.500
$0.500
$0.700
$0.500
$0.600
$0.500
$0.500
$0.500
$0.100
$0.400
$0.400
$0.400
$0.400
$0.500
$0.500
$0.500
$0.300
$0.300
$0.300
$0.800
$0.300
$0.500
$0.750
42,480
6,000
14,916
60,000
30,000
36,666
80,000
118,421
30,000
90,000
40,000
25,000
250,000
3,000
3,000
7,500
20,000
109,998
109,998
109,998
20,000
20,000
20,000
2,335,000
400,000
400,000
400,000
4,781,977
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 2021 and
up to the date of this report.
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.
14
Opyl LimitedDirectors' report30 June 2021 15Non-audit servicesThere were no non-audit services provided during the financial year by the auditor. Indemnity and insurance of auditorThe 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. Non-audit servicesThere were no non-audit services provided during the financial year by the auditor. Officers of the company who are former partners of William BuckThere are no officers of the company who are former partners of William Buck. AuditorWilliam Buck continues in office in accordance with section 327 of the Corporations Act 2001. Auditor's independence declarationA copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. 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 ___________________________Mark ZiirsenDirector ___________________ 2021 26 August AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF OPYL LIMITED
I declare that, to the best of my knowledge and belief during the year ended 30 June 2021
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, 26th August 2021
Opyl Limited
Contents
30 June 2021
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Opyl Limited
Shareholder information
General information
18
19
20
21
22
41
42
44
The financial statements cover Opyl Limited as a consolidated 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 ___________________
2021. The directors have the power to amend and reissue the financial statements.
26 August
17
Opyl Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Revenue from contracts with customers
Other income
Expenses
Employee benefits expense
Depreciation and amortisation expense
Corporate compliance and management
Finance costs
Occupancy costs
Administration
Consultancy costs
Research & development costs
Loss before income tax expense
Income tax expense
Note 30 June 2021 30 June 2020
$
$
4
5
6
6
767,719
620,783
472,294
296,046
(1,164,936)
(4,281)
(121,489)
(2,168)
(41,400)
(716,906)
(63,691)
(268,574)
(802,565)
(848)
(71,466)
(25,105)
(48,449)
(758,338)
(93,503)
-
(1,143,432)
(883,445)
-
(42,402)
Loss after income tax expense for the year attributable to the owners of Opyl
Limited
(1,143,432)
(925,847)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Opyl
Limited
Basic earnings per share
Diluted earnings per share
-
-
(9,057)
(9,057)
(1,143,432)
(934,904)
Cents
Cents
23
23
(2.831)
(2.831)
(6.785)
(6.785)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Opyl Limited
Consolidated statement of financial position
As at 30 June 2021
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
Employee benefits
Total current liabilities
Non-current liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note 30 June 2021 30 June 2020
$
$
7
8
2,316,340
98,445
10,797
2,425,582
800,088
60,990
8,098
869,176
18,734
58,054
76,788
8,539
58,054
66,593
2,502,370
935,769
9
10
10
211,041
77,769
288,810
170,626
45,967
216,593
25,941
25,941
-
-
314,751
216,593
2,187,619
719,176
11
12
19,271,401
327,560
(17,411,342)
16,837,024
885,062
(17,002,910)
2,187,619
719,176
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
19
Opyl Limited
Consolidated statement of changes in equity
For the year ended 30 June 2021
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
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2020
16,837,024
885,062
(17,002,910)
719,176
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Shares issued during the year
Cost of issue
Lapse of expired options
Share buy-back
Vesting charge for share-based payments
-
-
-
-
-
-
(1,143,432)
-
(1,143,432)
-
(1,143,432)
(1,143,432)
2,680,011
(179,544)
-
(66,090)
-
-
-
(735,000)
-
177,498
-
-
735,000
-
-
2,680,011
(179,544)
-
(66,090)
177,498
Balance at 30 June 2021
19,271,401
327,560
(17,411,342)
2,187,619
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
20
Opyl Limited
Consolidated statement of cash flows
For the year ended 30 June 2021
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 2021 30 June 2020
$
$
710,308
472,250
(2,036,353)
46
745,910
290,794
(2,057,499)
5,257
(853,749)
(49,900)
(1,015,538)
(13,454)
Net cash used in operating activities
22
(903,649)
(1,028,992)
Cash flows from investing activities
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
Share buy-back costs
Repayment of borrowings
Net cash from financing activities
Net increase 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
(14,476)
-
(9,387)
(58,054)
(14,476)
(67,441)
2,680,011
(179,544)
(66,090)
-
2,019,612
(109,185)
-
(103,989)
2,434,377
1,806,438
1,516,252
800,088
-
710,005
99,140
(9,057)
2,316,340
800,088
11
11
11
7
7
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
21
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
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 consolidated entity has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework
contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting
Standards, but it has not had a material impact on the consolidated entity's financial statements.
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.
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 2021 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'.
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.
22
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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.
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 content 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.
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 2021, there is no deferred SaaS revenue as the consolidated group does not have any
outstanding performance obligations.
23
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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.
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 are recognised in the profit or loss on a systematic basis over the periods in which the Consolidated
entity recognises, as expenses, the related costs for which the grants 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.
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.
24
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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 and recognised as an asset when
certain conditions are met. This means that expenditure arising during the development phase is 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. Amortisation of internally generated intangible
assets commences when the assets are ready for use.
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.
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.
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
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
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.
25
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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.
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.
26
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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.
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.
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.
27
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 2. Critical accounting judgements, estimates and assumptions (continued)
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
The consolidated entity currently operates in one geographical segment. 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 - 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.
Operating segment information
30 June 2021
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
$
ShareRoot
Inc
$
Ludomade Opyl Limited
$
$
Total
$
767,719
159,817
927,536
49,783
(4,281)
-
(2,168)
43,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
312,432
312,432
767,719
472,249
1,239,968
(1,186,812)
-
46
-
(1,186,766)
(1,137,029)
(4,281)
46
(2,168)
(1,143,432)
-
(1,143,432)
28
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 3. Operating segments (continued)
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
Geographical information
Opyl Services
(formerly
The Social
Science)
$
ShareRoot
Inc
$
Ludomade
$
Opyl Limited
(formerly
ShareRoot
Limited)
$
541,648
57,736
599,384
(120,238)
(848)
4,134
(21,074)
(138,026)
37,204
2,908
40,112
1,584
-
-
-
1,584
39,023
-
39,023
4,829
-
-
-
4,829
-
233,057
233,057
(748,924)
-
1,123
(4,031)
(751,832)
Total
$
617,875
293,701
911,576
(862,749)
(848)
5,257
(25,105)
(883,445)
(42,402)
(925,847)
Australia
USA
Note 4. Revenue from contracts with customers
SaaS revenue
Retainer revenue
Project revenue
Web
Other
Revenue from contracts with customers
Sales to external
customers
30 June 2021 30 June 2020
$
$
767,719
-
541,648
76,227
767,719
617,875
30 June 2021 30 June 2020
$
$
-
415,329
340,645
-
11,745
37,204
398,520
118,048
39,023
27,988
767,719
620,783
As at 30 June 2021 there were no revenues not recognised due to unfulfilled contracts (30 June 2020: NIL).
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
29
30 June 2021 30 June 2020
$
$
352,390
415,329
185,059
435,724
767,719
620,783
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 4. Revenue from contracts with customers (continued)
Major customer revenue contribution
PharmiWeb Solutions Australia Pty Ltd
Revenue amount
Revenue portion of total revenue
Note 5. Other income
Government subsidy
COVID 19 - Jobkeeper
Interest income
R&D tax refund
Government Grants
Other income
Note 6. Expenses
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable
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
30
30 June 2021 30 June 2020
$
$
198,040
-
26%
30 June 2021 30 June 2020
$
$
118,718
67,500
46
249,001
37,029
75,820
30,000
5,252
184,974
-
472,294
296,046
30 June 2021 30 June 2020
$
$
2,168
30,214
177,498
46,458
83,585
66,498
30 June 2021 30 June 2020
$
$
12
2,316,328
12
800,076
2,316,340
800,088
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 8. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
30 June 2021 30 June 2020
$
$
118,502
(20,057)
62,842
(1,852)
98,445
60,990
Allowance for expected credit losses
The company has recognised a loss of ($20,057) (2020: ($1,852)) in profit or loss in respect of the expected credit losses
for the year ended 30 June 2021.
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:
Neither past due not impaired
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.
Note 10. Employee benefits
Current liabilities
Annual leave
Non-current liabilities
Long service leave
31
30 June 2021 30 June 2020
$
$
73,379
5,895
19,171
22,517
2,735
35,738
98,445
60,990
30 June 2021 30 June 2020
$
$
53,489
157,552
58,485
112,141
211,041
170,626
30 June 2021 30 June 2020
$
$
77,769
45,967
25,941
-
103,710
45,967
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 11. Equity - issued capital
Ordinary shares - fully paid
54,385,385
36,892,002
19,271,401
16,837,024
30 June 2021 30 June 2020 30 June 2021 30 June 2020
Shares
Shares
$
$
Movements in ordinary share capital
Details
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
Issue of shares - placement
Off-market share buy-back
Issue of shares - placement
Share issue costs
Balance
Date
Shares
$
1 July 2019
19 July 2019
24 July 2019
24 July 2019
1 October 2019
15 October 2019
2 December 2019
24 June 2020
30 June 2020
6 April 2021
8 April 2021
26 April 2021
1,569,454,374
509,611,125
444,731,041
325,268,959
100,000,000
10,000,000
(2,929,473,497)
7,300,000
-
36,892,002
9,200,000
(373,355)
8,666,738
-
14,826,597
509,612
444,731
325,269
100,000
10,000
-
730,000
(109,185)
16,837,024
1,380,000
(66,090)
1,300,011
(179,544)
30 June 2021
54,385,385
19,271,401
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.
Share buy-back
On Monday, 22 February 2021, Opyl announced details of an off-market share buy-back facility for all the shares held by
shareholders who held unmarketable parcels of shares in Opyl. An unmarketable parcel was considered to be any
shareholding in Opyl valued at less than $500.
Eligible shareholders had until 5:00pm (AEST) Tuesday, 6 April 2021 to opt-out of the facility or increase their shareholding
to more than an unmarketable parcel. Eligible shareholders that did not exercise either of these options by the closing time
had their shares bought back by Opyl at $0.177 per share, being the volume-weighted average price for the five-day
trading period preceding the closing date.
A total of 373,355 shares were acquired under the share buy-back. The total cost of the share buy-back was $66,090.
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.
32
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 11. Equity - issued capital (continued)
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 2021 30 June 2020
$
$
(381,075)
708,635
(381,075)
1,266,137
327,560
885,062
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 and previous financial year are set out below:
Balance at 1 July 2019
Foreign currency translation
Options issued during the year
Lapse of expired options
Balance at 30 June 2020
Foreign currency translation
Options issued during the year
Lapse of expired options
Balance at 30 June 2021
Note 13. Dividends
Foreign
exchange
reserve
$
(372,018)
(9,057)
-
-
(381,075)
-
-
-
Option
reserve
$
1,448,949
-
46,458
(229,270)
1,266,137
-
177,498
(735,000)
Total
$
1,076,931
(9,057)
46,458
(229,270)
885,062
-
177,498
(735,000)
(381,075)
708,635
327,560
There were no dividends paid, recommended or declared during the current or previous financial year.
33
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 14. Financial instruments
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
All financial liabilities were payable within 60 days.
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
Mark Ziirsen
Megan Robertson
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
Share-based payments
34
30 June 2021 30 June 2020
$
$
400,965
36,818
13,230
164,800
350,000
33,250
-
138,450
615,813
521,700
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 16. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the
company.
30 June 2021 30 June 2020
$
$
29,150
25,000
Audit services
Audit or review of the financial statements - William Buck
Note 17. Contingent liabilities
The company had no contingent liabilities as at 30 June 2021 (30 June 2020: NIL)
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 2021, RDI Consulting Pty Ltd and Edway Media 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. A total of $268,574 has been incurred.
RDI Consulting
Edway Media Pty Ltd
30 June 2021 30 June 2020
$
$
132,035
136,539
58,054
-
As Damon Rasheed is a shareholder of RDI Consulting, RDI Consulting is considered a related party. Marat Basyrov is a
shareholder of Edway Media Pty Ltd, Edway Media Pty Ltd is also 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
There were no loans to or from related parties at the current reporting date. As at 30 June 2020, the previous reporting
date, Michelle Gallaher had drawings from the company corporate credit card which have been fully repaid to the
company. The balance outstanding as at 30 June 2020 was $24,605.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
35
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
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 non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity/(deficiency)
30 June 2021 30 June 2020
$
$
(1,193,264)
(1,193,264)
(751,832)
(751,832)
30 June 2021 30 June 2020
$
$
2,196,289
29,054
2,225,343
178,972
13,230
192,202
781,305
-
781,305
133,100
-
133,100
19,235,830
708,635
(19,669,562)
18,586,126
1,266,137
(19,011,494)
274,903
840,769
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 2021 and 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.
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
(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;
36
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 20. Interest in subsidiaries (continued)
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
2021
%
2020
%
-
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 2021, 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.
As announced on 6 August 2021, the company issued 90,000 option securities under the employee incentive scheme to
eligible employees.
No other matter or circumstance has arisen since 30 June 2021 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.
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
Share-based payments
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in prepayments
Increase/(decrease) in deferred revenue
Increase/(decrease) in trade and other payables
Net cash used in operating activities
30 June 2021 30 June 2020
$
$
(1,143,432)
(925,847)
4,281
177,498
848
46,458
(37,455)
(2,699)
-
98,158
117,009
44,917
(48,562)
(263,815)
(903,649)
(1,028,992)
37
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 23. Earnings per share
Loss after income tax attributable to the owners of Opyl Limited
(1,143,432)
(925,847)
Weighted average number of ordinary shares used in calculating basic earnings per share
40,391,886
13,645,211
Weighted average number of ordinary shares used in calculating diluted earnings per share
40,391,886
13,645,211
Number
Number
30 June 2021 30 June 2020
$
$
Basic earnings per share
Diluted earnings per share
Cents
Cents
(2.831)
(2.831)
(6.785)
(6.785)
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.
38
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
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.
On 10 December 2020, 3 lots of 400,000 options were granted to key management personnel at exercise prices of $0.30,
$0.50 and $0.75.
Set out below are summaries of options granted under the plan:
Grant Date
Expiry Date
Exercise
Price
the year
Granted
Exercised
Other
the year
Balance at
the start of
Expiry/
Forfeited/
Balance at
the end of
07/01/2016
15/12/2016
06/02/2017
20/03/2017
01/04/2017
27/06/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
06/03/2018
17/04/2018
04/05/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
13/05/2019
27/11/2019
27/11/2019
27/11/2019
10/12/2019
07/11/2020
07/11/2020
07/11/2020
31/12/2020
05/12/2026
06/02/2027
20/03/2027
01/04/2027
27/06/2022
10/11/2022
05/06/2022
13/04/2022
20/02/2023
04/05/2023
17/04/2023
04/05/2023
24/07/2023
18/09/2023
09/06/2023
06/03/2023
06/03/2023
08/02/2024
21/03/2024
13/05/2024
27/11/2024
27/11/2024
27/11/2024
29/01/2024
07/11/2025
07/11/2025
07/11/2025
$5.000
$1.200
$0.800
$2.500
$0.600
$0.500
$0.500
$0.700
$0.500
$0.600
$0.500
$0.500
$0.500
$0.100
$0.400
$0.400
$0.400
$0.400
$0.500
$0.500
$0.500
$0.300
$0.300
$0.300
$0.800
$0.300
$0.500
$0.750
210,000
42,480
6,000
14,916
60,000
30,000
36,666
80,000
118,421
30,000
90,000
40,000
25,000
250,000
3,000
3,000
7,500
20,000
109,998
109,998
109,998
20,000
20,000
20,000
2,335,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
400,000
400,000
400,000
3,791,977
1,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(210,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,480
6,000
14,916
60,000
30,000
36,666
80,000
118,421
30,000
90,000
40,000
25,000
250,000
3,000
3,000
7,500
20,000
109,998
109,998
109,998
20,000
20,000
20,000
2,335,000
400,000
400,000
400,000
(210,000)
4,781,977
Weighted average exercise price
$0.926
$0.517
$0.000
$5.000
$0.645
Set out below are the options exercisable at the end of the financial year:
39
Opyl Limited
Notes to the consolidated financial statements
30 June 2021
Note 24. Share based payments (continued)
Grant date
07/01/2016
15/12/2016
06/02/2017
20/03/2017
01/04/2017
27/06/2017
10/11/2017
21/02/2018
21/02/2018
21/02/2018
06/03/2018
17/04/2018
04/05/2018
24/07/2018
15/10/2018
15/10/2018
15/10/2018
08/02/2019
21/03/2019
13/05/2019
27/11/2019
10/12/2019
07/11/2020
Expiry date
31/12/2020
05/12/2026
06/02/2027
20/03/2027
01/04/2027
27/06/2022
10/11/2022
05/06/2022
13/04/2022
20/02/2023
04/05/2023
17/04/2023
04/05/2023
24/07/2023
18/09/2023
09/06/2023
06/03/2023
08/02/2024
21/03/2024
13/05/2024
27/11/2024
29/01/2024
07/11/2025
2021
Number
2020
Number
-
42,480
6,000
14,916
60,000
30,000
36,666
80,000
118,421
30,000
90,000
40,000
25,000
250,000
3,000
3,000
27,500
109,998
109,998
109,998
60,000
2,335,000
1,200,000
210,000
42,480
6,000
14,916
60,000
30,000
36,666
80,000
118,421
30,000
90,000
40,000
25,000
250,000
3,000
3,000
27,500
109,998
109,998
109,998
60,000
2,335,000
-
4,781,977
3,791,977
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.97 years (30
June 2020: 3.34 years).
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date are as follows:
Grant date
Expiry date
07/11/2020
07/11/2020
07/11/2020
07/11/2025
07/11/2025
07/11/2025
Share price
at grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
$0.17
$0.17
$0.17
$0.30
$0.50
$0.75
140.00%
140.00%
140.00%
-
-
-
0.20%
0.20%
0.20%
$0.144
$0.137
$0.131
40
Opyl LimitedDirectors' declaration30 June 2021 41In 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 2021 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 295A 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 ___________________________Mark ZiirsenDirector ___________________ 2021 26 August 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 (together, the Group), which comprises the consolidated statement of financial
position as at 30 June 2021, 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 2021 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.
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.
REVENUE RECOGNITION
Area of focus
As required by AASB 15 Revenue from
Contracts with Customers, revenue is disclosed
in Note 4.
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.
MANAGEMENT OF AVAILABLE WORKING CAPITAL
Area of focus
How our audit addressed it
The Group is in its initial stages of scaling
revenues from its proprietary technology. As a
consequence of this, it needed to fund its
operations throughout the year through the issue
of new equity to investors.
In considering the cash flow needs going
forward, the directors expect, based upon
comprehensive cashflow forecasting, that the
Group should have at a minimum sufficient
available reserves of working capital in order to
meet the Group’s operating and investing cash
flow needs.
Our audit procedures centered around
examining the Group’s cash flow forecast,
extending 12 months from the date of this
report, which included the following:
• Tracing to contract or agreement
existing and continuing revenue
streams;
• Examining the likelihood of conversion
of pipeline customer projects and
revenue streams;
• Examining entitlements to other
revenue sources, namely government
grants;
• Examining the ability of the Group to
flex its expenditures to changes in
revenue levels; and
• Examining the ability to flex the capital
expenditure budget planned for its
software development program.
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 2021 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
2021.
In our opinion, the Remuneration Report of Opyl Limited, for the year ended 30 June 2021, 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 26th day of August, 2021
Opyl Limited
Shareholder information
30 June 2021
The shareholder information set out below was applicable as at 15 July 2021
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
Equity security holders
Ordinary shares
Options over ordinary
shares
Number
of holders
% of total
shares
issued
Number
of holders
% of total
options
issued
86
212
161
308
110
877
-
0.04
1.33
2.45
20.41
75.77
100.00
-
-
9
12
34
13
68
-
-
0.61
1.80
32.29
65.30
100.00
-
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
Number held
% of total
shares
issued
UBS NOMINEES PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
ALTOR CAPITAL MANAGEMENT PTY LTD (ALTOR ALPHA FUND A/C)
CELERITY INVESTMENTS PTY LIMITED
KYRIACO BARBER PTY LTD
HONGKONG FRANK PTY LTD (DAVIS SUPER FUND A/C)
PICKARD CAPITAL PTY LTD
PICKARD CAPITAL PTY LTD
SUPERTANK PTY LTD (SUPERTANK SUPERFUND A/C)
MR DUNCAN GERARD GOWANS & MRS JODIE LOUISE GOWANS (GOWANS
SUPERFUND A/C)
REWOP PTY LTD (SCOTT POWER SUPER FUND A/C)
MR FIRDAUS BASYROV
KAMAREL PTY LTD (K F & M L SMITH S/F A/C)
DR DEREK ANTHONY JELLINEK
MRS ANNA CARINA HART & MR PAUL HART (HART FAMILY SUPER FUND A/C)
JALOO PTY LIMITED (G W SUPER FUND NO 1 A/C)
MR ELIE CHAKKOUR
STONE COLD CAPITAL PTY LTD
MR ROBERT GARETH PRICE & MR STEVEN DAVID PRICE (SIMEST SUPER FUND A/C)
DR THOMAS PETER CLARKE & MRS GILDA FRANCES CLARKE (TP&GF CLARKE
SUPER FUND A/C)
2,749,696
1,735,946
1,550,000
1,362,462
1,325,000
1,250,000
1,000,000
975,000
860,000
860,000
840,669
802,000
689,810
683,153
638,298
600,000
600,000
528,110
506,150
500,000
5.06
3.19
2.85
2.51
2.44
2.30
1.84
1.79
1.58
1.58
1.55
1.47
1.27
1.26
1.17
1.10
1.10
0.97
0.93
0.92
20,056,294
36.88
Twenty largest unquoted equity security holders
The names of the twenty largest security holders of unquoted equity securities are listed below:
44
Opyl Limited
Shareholder information
30 June 2021
MR ANTANAS GUOGA
MR MARAT BASYROV
DAMON RASHEED
MR MARK ZIIRSEN
DR JULIAN CHICK & DR VIOLETA TARICEVSK (TRAICEVSKI-CHICK S/F A/C)
ANTANAS GUOGA
DDPEVCIC (WA) PTY LTD (DOMINIC FAMILY A/C)
SCINTILLA STRATEGIC INVESTMENTS LIMITED
GE EQUITY INVESTMENTS PTY LTD
JULIAN CHICK
FOSTER STOCKBROKING PTY LTD
SANLAM PRIVATE WEALTH PTY LTD (WESTBOURNE LONG SHORT A/C)
BLARNEY VENTURES
MR MARK ANDREW TKOCZ
MR BIN LIU
HIRSCH FINANCIAL PTY LTD
WALSH PRESTIGE PTY LTD (WALSH FAMILY A/C)
AUSTRALIAN TRAVEL DIRECTORY (AUST) PTY LTD
MICHELLE GALLAHER
HELMET NOMINEES PTY LTD (TIM WEIR FAMILY FUND A/C)
Unquoted equity securities
There are no unquoted equity securities.
Options over ordinary
shares
Number held
% of total
options
issued
440,000
429,998
429,998
300,000
300,000
250,000
233,333
166,667
166,667
159,998
140,000
125,000
118,421
100,000
100,000
100,000
100,000
100,000
90,000
83,333
8.81
8.61
8.61
6.01
6.01
5.01
4.67
3.34
3.34
3.21
2.80
2.50
2.37
2.00
2.00
2.00
2.00
2.00
1.80
1.67
3,933,415
78.76
45
Opyl Limited
Shareholder information
30 June 2021
Unlisted Option 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 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 OP EXP 10/12/25 @ $0.30
UNL OP EXP 10/12/25 @ $0.50
UNL OP EXP 10/12/25 @ $0.75
UNL OPTIONS EXP 27/06/2022 @ $0.50
UNL OPTIONS EXP 10/11/2022 @ $0.50
UNL OPTIONS EXP 20/02/2023 @ $0.60
Substantial holders
Substantial holders in the company are set out below:
UBS NOMINEES PTY LTD
PICKARD CAPITAL PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
ALTOR CAPITAL MANAGEMENT PTY LTD (ALTOR ALPHA FUND A/C)
CELERITY INVESTMENTS PTY LIMITED
KYRIACO BARBER PTY LTD
46
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
36,666
36,666
36,666
36,666
36,666
60,000
42,480
2,335,000
400,000
400,000
400,000
30,000
36,666
30,000
4,781,977
1
1
1
1
2
1
2
1
3
4
1
1
2
1
1
1
1
1
1
1
1
1
1
1
3
4
28
4
4
4
1
1
1
82
Ordinary shares
Number held
% of total
shares
issued
2,749,696
1,975,000
1,735,946
1,550,000
1,362,462
1,325,000
5.06
3.63
3.19
2.85
2.51
2.44
Opyl Limited
Shareholder information
30 June 2021
MR ANTANAS GUOGA
MR MARAT BASYROV
DAMON RASHEED
MR MARK ZIIRSEN
DR JULIAN CHICK & DR VIOLETA TARICEVSK (TRAICEVSKI-CHICK S/F A/C)
ANTANAS GUOGA
DDPEVCIC (WA) PTY LTD (DOMINIC FAMILY A/C)
SCINTILLA STRATEGIC INVESTMENTS LIMITED
GE EQUITY INVESTMENTS PTY LTD
Voting rights
The voting rights attached to ordinary shares are set out below:
Options over ordinary
shares
Number held
% of total
options
issued
440,000
429,998
429,998
300,000
300,000
250,000
233,333
166,667
166,667
8.81
8.61
8.61
6.01
6.01
5.01
4.67
3.34
3.34
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
47