Annual Report 2023
ASX:OPL
www.opyl.ai
Contents
_____________________________________________________________________
About Us
Chairman’s letter
Corporate directory
Directors’ report
Auditors’ independence declaration
Statement of profit or loss and other income
Directors’ declaration
Independent auditor’s report
Shareholder information
3
4
7
6
24
26
53
54
58
About Opyl
_____________________________________________________________________
Opyl is a new generation AI company that applies market-leading technologies to more efficiently
procure and match highly targeted patients to clinical trials, predict trial success outcomes and design
smarter trials with a high probability of success.
Currently two of the largest problems leading to clinical trial failures are related to poor patient
recruitment and poor protocol design - leading to billions of dollars invested into unsuccessful trials
each year. Opyl’s AI-assisted solutions address these two key challenges via its Opin platform – clinical
trial recruitment, and TrialKey platform – predictive analytics and trial design insights.
This suite of technologies gives Opyl customers a significant competitive edge in trial recruitment, trial
design and trial investment.
Chairman’s Letter
___________________________________________________________________________
Dear Shareholders,
It is my pleasure to present Opyl’s FY2023 Annual Report as your newly appointed Executive Chairman.
I am honoured to have taken up this exciting role, allowing me to work with a group of ambitious and
inspiring professionals committed to developing world-leading technologies to drive change in the
digital health and life science sectors.
The last 12 months have seen significant progress in our core market position but have not been
without challenge. Following an extensive internal review, validated by positive external feedback, we
refocused growth initiatives to our two key platform technology solutions – Opin and TrialKey. This
required us to move away from bespoke project, low margin revenues from our social media insights
offering. Pleasingly, we now have a strong foundation across both digital assets, providing a unique and
defensible platform for long-term growth and recurring revenues.
In FY2022, we announced the successful launch of Opin and, in FY2023, significantly advanced the
platform’s technology. While Opin revenue remained minimal, the FY2023 period reflected a range of
important learnings spanning go-to-market strategy, product positioning and demand-driven
technology development – all geared towards establishing the long-term foundations for scalable and
recurring revenues. In the period, we broadened Opin’s feature-set and focused on building
relationships with significant members of the clinical trial services community, expanding our network
of patients, sites, CROs and sponsors. Our shift in approach focuses on engaging with potential
customers seeking to adopt Opin’s solutions across a broad portfolio of clinical trials rather than one-
off, just in time recruitment projects. Validated by market feedback, we are more confident than ever
that Opin can significantly disrupt the clinical trial recruitment market, improve recruitment rates, cost
efficiencies, and reduce timelines.
Excitingly, we also made considerable progress in the development of our new AI-driven predictive
analytics and insights platform, TrialKey, having successfully achieved minimum viable product status.
Our technology can now predict the success of a particular trial’s stage with approximately 89% recall
accuracy. We expanded our underlying training dataset to over 40,000 clinical trials and made further
UX / UI enhancements to ready the platform for commercial launch.
The addressable market opportunity for TrialKey is exciting and significant given the amount of
investment into unsuccessful clinical trials globally, as well as industry-wide sub-optimal trial design
driving high failure rates. Early feedback from market participants and subject matter experts has been
overwhelmingly positive, validating the platforms value, defining initial use cases and informing future
development opportunities. We are excited to formally commercialise this platform and add another
long-term recurring revenue stream to the business.
In addition to our Opin and TrialKey developments in the period, we made a number of corporate and
leadership changes to realign resources to better support and drive growth. This led to the
appointment of clinical trial industry leader, Dr Hugo Stephenson, tasked with leading and scaling
Opin’s presence in Australia and New Zealand as a priority. Hugo brings a wealth of experience and
decades of relevant networks to Opin and Opyl more broadly.
Michelle Gallaher transitioned into the position of General Manager of TrialKey, where she is now
leading commercialisation of the platform. I thank Michelle for her service as CEO over the past 5
years, where her contributions were critical to the development of Opyl and its two core platforms as
they stand today.
Also during the year, we successfully completed two capital raisings with substantial support from our
existing shareholders as well as bringing onboard substantial new, strategic investors. We consider this
a key endorsement of our strategy and a vote of confidence in our ability to grow and scale.
On behalf of the Board, I would like to extend my sincere thanks to shareholders, customers and our
fantastic team for their ongoing support. Opyl is now approaching an inflection point and given the
strength and progress of our solutions, we are heavily focused on driving revenue, consolidating our
market position in Australia and New Zealand and otherwise establishing ourselves as a global
disruptor in the market for clinical trials.
Sincerely,
Mark Ziirsen
Executive Chairman
Opyl Limited
ABN 71 063 144 865
Annual Report - 30 June 2023
Opyl Limited
Directors' report
30 June 2023
Corporate Directory
Directors
Julian Chick - Non-Executive Director (Resigned on 13 February 2023)
Mark Ziirsen - Chair and Non-Executive Director
Megan Robertson - Non-Executive Director
Damon Rasheed - Executive Director
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 and
principal place of business
105 Wellington Street
St Kilda, VIC 3182, Australia
Share register
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000, Australia
Telephone: +1300 288 664 (within Australia); +61 2 9698 5414 (outside Australia)
Email: hello@automic.com.au
Auditor
Solicitor
Bankers
William Buck
Level 20, 181 William Street
Melbourne VIC 3000, Australia
Cornwalls
Level 4, 300 Collins 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 2023
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 2023.
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 - Non-Executive Director
Mark Ziirsen - Chair and Executive Director
Megan Robertson - Non-Executive Director
Damon Rasheed - Executive Director
(resigned on 13 February 2023)
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.
2
Opyl Limited
Directors' report
30 June 2023
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $1,726,335 for the year (2022: $2,085,550).
As at 30 June 2023, Opyl had a cash position of $452,877 (2022: 786,334), accounts and other receivables of $185,500 that
will be collected in July 2023, and external borrowings of $300,000 (2022: nil).
During the period, the company has continued to focus on executing on its strategy to expand and develop Opin, its clinical
trial recruitment service, with significant advances being made on key priorities to expand its sales pipeline, secure MSAs
and contracts, and grow market share in Australia and New Zealand. Despite the strong progress being made, the focus on
MSAs with their longer and more complex sales cycles has presented a short-term challenge to the timing of realising sales
contracts.
In the second half, the company also focused on investing in R&D to advance the development of TrialKey, Opyl’s clinical
trial predictive analytics technology, to minimal viable product (MVP) stage as well as progressing commercialisation of the
platform.
Operational progress
The operational loss for the period of $1,726,335 was $359,215 (17%) lower compared to the prior period, with the
improvement a result of:
●
●
●
●
Government incentives of $606,963 that were $245,267 (68%) higher than the prior period.
Excluding the beneficial effect of the government incentives, the underlying operating loss of $2,333,298 was $113,689
(5%) lower than the prior period, driven by factors outlined below.
Revenue from customers of $617,907 was $284,506 (32%) lower than the period, reflecting the strategy shift away from
social media insight projects, down $374,398 (100%), to clinical recruitment, up strongly by $101,116 (40%). Retainer
client revenues of $259,509 continued to remain consistent.
Total operating expenses of $2,951,205 were $398,165 (12%) lower than the prior period, fully offsetting the lower
revenues, as a result of cost containment initiatives. The favourable variance was driven by reduced R&D costs of
$314,587 (56%) following the completion of Opin 2.0 in the prior period, consulting costs down by $78,318 (48%),
corporate compliance and management costs down by $52,561 (66%), being partially offset by mildly higher
administration costs up by $26,704 (3%) and employee benefits up to $25,663 (2%).
During the period, the Group completed two successful capital raisings that raised approximately $1.2 million (after costs),
helping to strengthen the balance sheet and provide vital funds to support the company’s development.
Opin, the company’s clinical trial recruitment service, implemented a number of advances to its platform and ecosystem
during the period including:
●
●
●
●
●
Entering a strategic partnership with Consentic, an online platform providing video-based electronic clinical trial consent
(e-consent).
Launching a new personalised research screening service.
Achieved interim Health Insurance Portability and Accountability Act (HIPAA) compliance.
Achieved compliance certification for security measures and requirements for Amazon Web Services (AWS).
Optimised with ChatGPT integration to support a more accessible user experience, and to create content to drive Search
Engine Optimisation.
Opin also achieved significant commercial developments during the period, most notably securing MSAs with leading global
pharmaceutical companies GlaxoSmithKline (GSK) and Bristol Myers Squibb (BMS).
During the second half, important progress was made in the development and commercialisation of TrialKey, the company’s
clinical trial predictive analytics technology platform that included:
●
●
●
Successfully advanced the development and commercialisation of our novel, groundbreaking machine learning platform
that uses AI to de-risk and improve clinical trial design.
Completed development below budget and ahead of time following broad consultation with subject matter experts that
confirmed the novelty, accuracy and sensitivity of the platform and its potential to improve the efficiency, effectiveness
and ultimate probability of success of clinical trials.
Progressed commercialisation plans with identification of preferred initial target markets, primary customers and
potential product solutions.
3
Opyl Limited
Directors' report
30 June 2023
In June, following the completion of a board-led strategic review, Dr. Hugo Stephenson joined the company to lead Opin. In
this role, Dr. Stephenson will focus on accelerating recruitment for ANZ-based clinical trials and health programs; streamlining
Opin's business model to align with ANZ client needs; unlocking new business opportunities in patient community growth
and management; broadening Asia-Pacific partnerships with research sites, healthcare institutions, and advocacy groups;
and cultivating global growth opportunities.
On 3 January 2023, 9,666,667 shares were issued at a price of $ 0.03, totalling a value of $290,000.
On 13 February 2023, a Rights offering led to the issuance of 11,858,945 shares at a price of $0.03 per share, generating a
total value of $355,768.
On 4 April 2023, the company raised a further $124,622 (before costs) via the issue of all 4,154,059 shortfall shares at an
issue price of $0.03 per share under the shortfall facility of the rights issue, which closed on 13 February 2023.
In June 2023, the company completed a placement of 7,250,000 fully paid ordinary shares (Placement) at a price of $0.03
per share to raise $217,500 before costs.
Full details of movements in share capital for the year are detailed in note 13 to the financial statements.
Business risks
●
●
●
Operating losses: the consolidated entity is not currently profitable and will continue to incur operating losses until
such time as its revenues grow to a level sufficient to offset its growing expenditures. There can be no assurance that
expected revenue growth will be achieved, or even if it is, that it will result in the group being profitable. Consideration
needs to be given to the considerable risks and challenges that are encountered by early-stage medical technology
companies in their early commercialisation.
Adequacy of funding: the consolidated entity is not yet in a position to generate sufficient positive operating cash flow,
and nor does
its
businesses. Accordingly, in the near term, the group is reliant on securing equity, debt, or other funding (e.g. licensing)
within acceptable timelines, or of a sufficient amount and on terms acceptable to it. However, there can be no
assurances given that future funding will be available as and when required or on terms that are acceptable.
Government R&D funding and incentives: R&D and other incentives are a critical source of funding for the
consolidated entity. No assurance can be given that future funding will continue to be available from the R&D tax
incentive program or that the group will continue to access it. Losing access to R&D refunds would adversely impact
the group’s financial performance, delay or stop the development of the group’s technology platforms and business
expansion, and likely require the raising of additional capital.
the development and commercialisation of
it have sufficient capital
fund
fully
to
Share-based payments
During the year, the consolidated entity granted options over ordinary shares in the company to certain key management
personnel of the consolidated entity and other employees. The options are issued for nil consideration and are granted in
accordance with performance guidelines established by the Nomination and Remuneration Committee. Details for the options
granted are as follows:
On 26 July 2022, 580,000 options were granted to employees at an exercise price of $0.10 totalling a "fair" value of
$24,834 which was determined using a Black-Scholes model.
On 10 December 2022, 1,400,000 options (Incentive Options) were granted to key management personnel at exercise
prices of $0.10, $0.15, and $0.20 totalling a "fair" value of $35,880 which was determined using a Black-Scholes model.
Further details of the options granted are set out on accompanying note 26 of the Annual report.
Board and leadership changes
Dr Julian Chick resigned from the Board of Directors on 13 February 2023.
Mr Mark Ziirsen replaced Dr Julian Chick as Chair on 30 August 2022 as part of a planned transition. Mr Ziirsen has also
stepped in as Interim Executive Chair from 1 February 2023.
There were no other changes to the board or leadership team during the period.
4
Opyl Limited
Directors' report
30 June 2023
Significant changes in the state of affairs
There were no significant changes to the consolidated entity's state of affairs during the financial year.
Matters subsequent to the end of the financial year
As announced on 7 July 2023, the company issued 7,250,000 fully paid ordinary shares via a placement at a price of $0.03
per share raising $217,500. $187,500 of the proceeds were received prior to 30 June 2023 with the balance of $30,000
received on 3 July 2023.
As announced on 5 July 2023, Opyl made changes to its CEO and senior leadership with Dr Hugo Stephenson joining to
lead Opin, Michelle Gallaher moving to General Manager of TrialKey, and Mark Ziirsen continuing as the interim Executive
Chairman. These changes follow the Board-led strategic review focused on identifying pathways for accelerating the growth
of Opin and developing ways to commercialise TrialKey. The changes were effective from 1 June 2023.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Likely developments in the operations of Opyl Limited and the expected results of those operations in future financial years
have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to Opyl
Limited.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
5
Opyl Limited
Directors' report
30 June 2023
Information on directors
Name:
Title:
Experience and expertise:
Dr Julian Chick (Resigned from the Board of Directors on 13 February 2023)
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:
942,996 ordinary shares
1,029,998
Name:
Title:
Experience and expertise:
Mark Ziirsen
Executive Chair
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 Nasdaq-listed
Cenntro Electric Group. Prior to that he was CFO of ASX listed Wiseway Group Limited
and 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.
Other current directorships:
N/A
Former directorships (last 3 years): N/A
Special responsibilities:
Interests in shares:
Interests in options:
Chair - Nomination and Remuneration Committee
84,375 ordinary shares
1,100,000
6
Opyl Limited
Directors' report
30 June 2023
Name:
Title:
Experience and expertise:
Dr Megan Robertson
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, 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
Special responsibilities:
Interests in shares:
Interests in options:
Chair - Audit and Risk Committee
46,901 ordinary shares
600,000
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:
328,334 ordinary shares
1,029,998
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
7
Opyl Limited
Directors' report
30 June 2023
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 2023, and the
number of meetings attended by each director were:
Full Board
Nomination and
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Julian Chick*
Mark Ziirsen
Megan Robertson
Damon Rasheed
5
11
10
11
7
11
11
11
1
1
1
-
1
1
1
-
1
2
2
1
1
2
2
1
* Julian Chick resigned effective 13 February 2023.
Held: represents the number of meetings held during the time the director held office.
There were 11 meetings of directors held during the year ended 30 June 2023
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, 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:
●
●
●
●
Focuses on sustained growth in shareholder wealth
Attracts and retains high calibre executives
Rewards capability and experience
Provides a clear structure for earning rewards
8
Opyl Limited
Directors' report
30 June 2023
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration
is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Board. The Board may, from time to time receive advice from independent
remuneration consultants to ensure non-executive director's fees and payments are appropriate and in line with the market.
ASX listing rules require the aggregate non-executive director's remuneration be determined periodically by a general
meeting. The most recent determinations was at the Annual General Meeting held on 27 November 2015, where the
shareholders approved a maximum annual aggregate remuneration of $300,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
● base pay and non-monetary benefits
● short-term performance incentives
● share-based payments
● other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Nomination and Remuneration Committee based on individual and business unit performance, the overall performance of
the consolidated entity, and comparable market remunerations.
The short-term incentives (‘STI’) program is designed to align the targets of the business units with the performance hurdles
of executives. STI payments are granted to executives based on specific annual targets and key performance indicators
(‘KPIs) being achieved. KPIs include profit contribution, customer satisfaction, leadership contribution and product
management.
The long-term incentives (‘LTI’) include long service leave and share-based payments. Shares are awarded to executives
over a period of three years based on long-term incentive measures. These include increase in shareholders’ value relative
to the entire market and the increase compared to the consolidated entity’s direct competitors. The Nomination and
Remuneration Committee reviewed the long-term equity-linked performance incentives specifically for executives during the
year ended 30 June 2023.
Voting and comments made at the Company's 2022 Annual General Meeting ('AGM')
At the 2022 AGM, more than 91% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2023. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
9
Opyl Limited
Directors' report
30 June 2023
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the company consisted of the following directors and other personnel of the company:
●
●
●
●
●
Julian Chick - Chair - Non-Executive Director - Resigned 13 February 2023
Mark Ziirsen - Chair and Executive Director
Megan Robertson - Non-Executive Director
Damon Rasheed - Executive Director
Michelle Gallaher - Chief Executive Officer
Short-term benefits
Post-
employment
benefits
Short-term
benefits
non-
monetary
Cash salary
Cash
Super-
and
and fees
$
Bonus
$
annuation
$
Annual
leave
$
Long-term
benefits
Share-
based
payments
and
Long
service
leave
$
Equity-
settled
option
$
Total
$
24,881
40,000
40,000
85,000
231,050
420,931
-
-
-
-
-
-
2,613
4,200
4,200
8,925
-
-
-
-
-
-
-
-
2,662
2,662
30,156
46,862
2,662
5,561
46,862
99,486
24,260
44,198
(5,065)
(5,065)
13,493
13,493
-
13,547
263,738
487,104
30 June 2023
Non-executive directors:
Julian Chick*
Megan Robertson
Executive Directors:
Damon Rasheed
Mark Ziirsen
Other Key Management
Personnel:
Michelle Gallaher**
* Julian Chick resigned effective 13 February 2023.
**Negative amount represents amount above annual leave accrued for the year. Remuneration received for the period 1
June 2023 to 30 June 2023 did not relate to responsibilities as a KMP person given her new role as General manager Trial
Key.
10
Opyl Limited
Directors' report
30 June 2023
30 June 2022
Non-executive directors:
Julian Chick*
Mark Ziirsen
Megan Robertson
Executive Directors:
Damon Rasheed
Other Key Management
Personnel:
Michelle Gallaher**
Short-term benefits
Post-
employment
benefits
Short-term
benefits
non-
monetary
Cash salary
Cash
Super-
and
and fees
$
Bonus
$
annuation
$
Annual
leave
$
Long-term
benefits
Share-
based
payments
and
Long
service
leave
$
Equity-
settled
option
$
Total
$
40,000
40,000
40,000
40,000
-
-
-
-
4,000
4,000
4,000
4,000
-
-
-
-
-
-
-
-
9,662
9,662
9,662
53,662
53,662
53,662
9,662
53,662
230,831
390,831
119,884
119,884
23,199
39,199
16,370
16,370
3,010
3,010
108,976
147,624
502,270
716,918
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Julian Chick*
Mark Ziirsen
Megan Robertson
Executive Directors:
Damon Rasheed
Other Key Management Personnel:
Michelle Gallaher
* Julian Chick resigned effective 13 February 2023.
Fixed remuneration
At risk - LTI
30 June 2023 30 June 2022 30 June 2023 30 June 2022
91%
94%
94%
82%
82%
82%
9%
6%
6%
18%
18%
18%
94%
82%
6%
18%
95%
78%
5%
22%
**The payment of a cash bonus to Michelle of $120,000 inclusive of any superannuation guarantee in recognition of her
performance during the financial year ended 30 June 2021 was paid pursuant to the release of the company 2021 Financial
Results to the market .
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
3 September 2021
(a) Remuneration: Fixed annual salary $231,050 plus 10.5% 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;
11
Opyl Limited
Directors' report
30 June 2023
i) A bonus incentive of $400,000 will be paid to the executive in the event of the
Opyl share price trading at $1 for 10 or more consecutive days within the first
24 months of executing the agreement so long as the Executive is employed at
the company. The board has the option to pay the bonus in a combination of
shares and cash to the value of $400,000. The bonus is payable to the
executive within 90 days if the bonus conditions being met or in the event of the
business being acquired.
ii) The $400,000 incentive bonus is paid to the executive in the event of a
complete takeover of the company.
(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.
On 1 June 2023, stepped down from her role as CEO of Opyl and commenced a new
role as General Manager TrialKey. The LTI for the $400,000 bonus had no change
following the change of role on 1 June 2023.
Name:
Title:
Agreement commenced:
Term of agreement:
Damon Rashed
Executive Director
20 September 2020
(a) Remuneration: Fixed annual salary $40,000 plus statutory employer
superannuation contribution;
(b) Short-term incentives: No short-term incentives applicable.
All other Terms of Agreement are as set out in the "Details of remuneration" of this
Directors' report.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
As at 30 June 2023, 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 2023.
12
Opyl Limited
Directors' report
30 June 2023
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
Name
Julian Chick
Mark Ziirsen
Megan Robertson
Damon Rasheed
100,000 10/12/2022
100,000 10/12/2022
100,000 10/12/2022
-
300,000 10/12/2022
100,000 10/12/2022
100,000 10/12/2022
-
100,000 10/12/2022
100,000 10/12/2022
100,000 10/12/2022
-
100,000 10/12/2022
100,000 10/12/2022
100,000 10/12/2022
10/12/2023
10/12/2024
10/12/2025
10/12/2023
10/12/2024
10/12/2025
10/12/2023
10/12/2024
10/12/2025
10/12/2023
10/12/2024
10/12/2025
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
10/12/2027
$0.100
$0.150
$0.200
$0.000
$0.100
$0.150
$0.200
$0.000
$0.100
$0.150
$0.200
$0.000
$0.100
$0.150
$0.200
$0.027
$0.025
$0.024
$0.000
$0.027
$0.025
$0.024
$0.000
$0.027
$0.025
$0.024
$0.000
$0.027
$0.025
$0.024
Options granted carry no dividend or voting rights.
Performance Rights
There were no performance rights issued to directors and other key management personnel as part of compensation during
the year ended 30 June 2023.
Additional information
The earnings of the Group for the five years to 30 June 2023 are summarised below:
2023
$
2022
$
2021
$
2020
$
2019
$
Sales revenue
Loss after income tax
617,907
(1,726,335)
902,413
(2,085,550)
767,719
(1,143,432)
620,783
(934,904)
927,041
(3,105,138)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2023
2022
2021
2020
2019
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
0.022
(2.156)
(2.156)
0.047
(3.835)
(3.835)
0.180
(2.831)
(2.831)
0.087
(6.785)
(6.785)
0.001
(0.180)
(0.180)
13
Opyl Limited
Directors' report
30 June 2023
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*
Mark Ziirsen
Megan Robertson
Damon Rasheed
Michelle Gallaher
*Resigned on 13 February 2023.
Balance at
the start of
the year
Additions
Disposals/
other
Balance at
the end of
the year
1,426,329
67,500
46,901
262,667
215,776
2,019,173
116,667
16,875
-
65,667
-
199,209
(600,000)
-
-
-
-
(600,000)
942,996
84,375
46,901
328,334
215,776
1,618,382
The additions of ordinary shares to key management personnel arose from the purchase of on-market shares at market
value.
14
Opyl Limited
Directors' report
30 June 2023
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*
Mark Ziirsen
Megan Robertson
Damon Rasheed
Michelle Gallaher
Options over ordinary shares
Julian Chick*
Mark Ziirsen
Megan Robertson
Damon Rasheed
Michelle Gallaher
* resigned 13 February 2023.
Balance at
the start of
the year
Granted
Expired/
forfeited/
other
Balance at
the end of
the year
784,998
600,000
300,000
729,998
1,590,000
4,004,996
300,000
500,000
300,000
300,000
-
1,400,000
(55,000)
-
-
-
(90,000)
(145,000)
1,029,998
1,100,000
600,000
1,029,998
1,500,000
5,259,996
Vested
options
Unvested
options
Balance at
the end of
the year
529,998
400,000
100,000
529,998
500,000
2,059,996
500,000
700,000
500,000
500,000
1,000,000
3,200,000
1,029,998
1,100,000
600,000
1,029,998
1,500,000
5,259,996
During the financial year ended 30 June 2023, 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 2023, RDI Consulting Pty Ltd and Zappli Pty Ltd have been engaged to develop
software for a machine learning/artificial intelligence algorithm that can predict the likelihood of clinical trial passing its primary
objective. A total of $343,864 has been incurred.
RDI Consulting
Zappli Pty Ltd
30 June 2023
$
194,775
149,089
343,864
As Damon Rasheed is a shareholder of RDI Consulting, as such RDI is considered a related party. RDI Consulting is a major
shareholder of Zappli Pty Ltd, Zappli Pty is considered a related party.
Performance rights over ordinary shares
There were no other performance rights issued over ordinary shares during the financial year.
This concludes the remuneration report, which has been audited.
Shares under option and performance rights
Unissued ordinary shares of Opyl Limited under option at the date of this report are as follows:
Shares under option
15
Opyl Limited
Directors' report
30 June 2023
Grant date
15/12/2016
06/02/2017
20/03/2017
01/04/2017
24/07/2018
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
26/07/2021
10/09/2021
10/09/2021
10/09/2021
10/12/2021
10/12/2021
10/12/2021
26/07/2022
10/12/2022
10/12/2022
10/12/2022
03/01/2023
Performance rights
Expiry date
05/12/2026
06/02/2027
20/03/2027
01/04/2027
24/07/2023
18/09/2023
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
26/07/2024
10/06/2027
10/09/2028
10/09/2029
10/12/2026
10/12/2026
10/12/2026
26/07/2025
10/12/2027
10/12/2027
10/12/2027
30/12/2026
Grant date
10/09/2021
10/09/2021
10/09/2021
Expiry date
10/09/2024
10/09/2024
10/09/2024
Exercise price
N/A
N/A
N/A
Exercise
price
Number
under
option
$1.200
$0.800
$2.500
$0.600
$0.100
$0.400
$0.500
$0.500
$0.500
$0.300
$0.300
$0.300
$0.800
$0.300
$0.500
$0.750
$0.250
$0.300
$0.500
$0.750
$0.300
$0.500
$0.750
$0.043
$0.027
$0.025
$0.024
$0.022
42,480
6,000
14,916
60,000
250,000
3,000
109,998
109,998
109,998
20,000
20,000
20,000
2,335,000
400,000
400,000
400,000
90,000
500,000
500,000
500,000
400,000
400,000
400,000
580,000
600,000
400,000
400,000
666,663
9,738,053
Number
under
performance
rights
500,000
333,333
250,000
1,083,333
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 2023 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.
16
Opyl Limited
Directors' report
30 June 2023
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility
on behalf of the company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the company who are former partners of William Buck
There are no officers of the company who are former partners of William Buck.
Auditor
William Buck continues in office in accordance with section 327 of the Corporations Act 2001.
Auditor's independence declaration
A 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 Ziirsen
Director
30 August 2023
17
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 2023 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
R. P. Burt
Director
Melbourne, 30 August 2023
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Opyl Limited
Contents
30 June 2023
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
20
21
22
23
24
47
48
50
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 Group'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 30 August 2023. The
directors have the power to amend and reissue the financial statements.
19
Opyl Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
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
Loss after income tax expense for the year attributable to the owners of Opyl
Limited
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Opyl
Limited
Note 30 June 2023 30 June 2022
$
$
4
5
6
6
617,907
902,413
606,963
361,437
(1,548,268)
(26,056)
(26,912)
(2,101)
(55,266)
(957,878)
(85,336)
(249,388)
(1,522,605)
(25,778)
(79,473)
(2,059)
(60,682)
(931,174)
(163,654)
(563,975)
(1,726,335)
(2,085,550)
-
-
(1,726,335)
(2,085,550)
-
-
(1,726,335)
(2,085,550)
Cents
Cents
Basic earnings per share
Diluted earnings per share
25
25
(2.156)
(2.156)
(3.835)
(3.835)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Opyl Limited
Consolidated statement of financial position
As at 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments and other deposits
Total current assets
Non-current assets
Property, plant and equipment
Capitalised software development
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Employee benefits
Contract liabilities
Total current liabilities
Non-current liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficiency)
Note 30 June 2023 30 June 2022
$
$
7
8
452,877
219,136
-
672,013
786,334
123,858
7,621
917,813
14,347
23,222
37,569
20,766
40,638
61,404
709,582
979,217
9
10
11
12
11
614,552
300,000
155,002
30,476
1,100,030
430,850
-
114,674
131,863
677,387
13,138
13,138
34,822
34,822
1,113,168
712,209
(403,586)
267,008
13
14
19,918,235 19,271,401
366,683
(19,371,076)
643,767
(20,965,588)
(403,586)
267,008
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
21
Opyl Limited
Consolidated statement of changes in equity
For the year ended 30 June 2023
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2021
19,271,401
327,560
(17,411,342)
2,187,619
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Option expense
Lapse of expired options
-
-
-
-
-
-
-
-
(2,085,550)
-
(2,085,550)
-
(2,085,550)
(2,085,550)
164,939
(125,816)
-
125,816
164,939
-
Balance at 30 June 2022
19,271,401
366,683
(19,371,076)
267,008
Issued
capital
$
Accumulated
Reserves
$
losses
$
Total
deficiency in
equity
$
Balance at 1 July 2022
19,271,401
366,683
(19,371,076)
267,008
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Proceeds for share capital issued during the year
Proceeds for share capital issued after report date (see note
14)
Cost of capital raise
Lapse of expired options
Option expense
-
-
-
770,391
-
(123,557)
-
-
-
-
-
-
(1,726,335)
-
(1,726,335)
-
(1,726,335)
(1,726,335)
-
770,391
217,500
-
(131,823)
191,407
-
-
131,823
-
217,500
(123,557)
-
191,407
Balance at 30 June 2023
19,918,235
643,767
(20,965,588)
(403,586)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
22
Opyl Limited
Consolidated statement of cash flows
For the year ended 30 June 2023
Cash flows from operating activities
Receipts from customers
Government grants and incentives
Payments to suppliers and employees
Interest received
Income taxes paid
Note 30 June 2023 30 June 2022
$
$
601,242
606,677
(2,572,518)
287
997,871
361,437
(2,860,185)
-
(1,364,312)
-
(1,500,877)
(18,735)
Net cash used in operating activities
24
(1,364,312)
(1,519,612)
Cash flows from investing activities
Payments for property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
(2,221)
(10,394)
(2,221)
(10,394)
13
10
957,891
(74,815)
150,000
1,033,076
-
-
-
-
7
7
(333,457)
786,334
(1,530,006)
2,316,340
452,877
786,334
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
23
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
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.
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.
Going concern
The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities
and the realisation of assets, and the settlement of liabilities in the ordinary course of business.
The consolidated entity has incurred a net loss after tax of $1,726,335 and net cash outflows from operations of $1,364,312
for the year ended 30 June 2023, and had working capital deficits of $428,017 at 30 June 2023. The cash balance at 30
June 2023 was $452,877 and in addition, other receivables of $180,000 were held, representing committed funds from the
June capital raise, that were collected in early July. There were $300,000 borrowings as at 30 June 2023.
24
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
These conditions give rise to a material uncertainty that casts significant doubt upon the consolidated entity's ability to
continue as a going concern and the company may be unable to realise its asset and discharge its liabilities in the normal
course of business.
The directors believe that the consolidated entity will continue as a going concern and that it is appropriate to adopt the going
concern basis in the preparation of the financial report after consideration of a range of factors including, but not limited to,
the following:
●
●
●
●
●
●
●
●
●
●
●
●
The company’s reasonable expectation that, based on its past track record and completion of its R&D claim for the year
ended 30 June 2023, it will receive a refund of approximately $500,000 early in the coming financial year;
Lenders providing the bridging loan of $300,000 have confirmed their intent to elect to convert the loans to equity;
Improving the performance of Opin, the global clinical trial recruitment platform and service; since the completion of the
board-led strategic review in June and the appointment of Dr Hugo Stephenson to lead the Opin business to focus on
accelerating recruitment for ANZ based clinical trials and health programmes and streamlining Opin’s business model
to better align with ANZ client needs;
Unlocking new market opportunities for Opin in patient community growth and management, as well as cultivating global
growth opportunities;
Broadening Asia Pacific partnerships and alliances with research sites, healthcare institutions and advocacy groups;
Unlocking new revenue from commercialisation of Opyl’s other technologies such as the Trial Key platform;
Accessing government grants and incentives available to technology innovation companies like Opyl, beyond the R&D
tax concession;
Consistent year-on-year retainer client revenues;
Accessing government grants and incentives available to technology innovation companies like Opyl, beyond the R&D
tax concession;
The cash flow forecasts model that incorporates some but not all of the above factors, thus providing some upside
sensitivity;
Monitoring, management and containment of discretionary costs, particularly for non-core parts of the business and
streamlining operations; and
The Directors further believe that, as has been demonstrated by its successful past track record, the consolidated entity
has the capacity to raise additional capital or debt finance should it be required in the future.
Should the consolidated entity be unable to implement the above strategies or source alternative funding, it may be necessary
to realise some or all assets and discharge liabilities at amounts different from those stated in the financial statements.
No adjustments have been made to the recoverability and classification of assets and the amount and classification of
liabilities that might be necessary should the consolidated entity be unable to continue as a going concern and meet its debts
as and when they fall due.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 21.
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 2023 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.
25
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisitions of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity, The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Opyl Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is 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 Group is expected to be entitled in exchange
for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a
customer; identifies the performance obligations in the contract; determines the transaction price 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.
26
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
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 2023, there is no deferred SaaS revenue as the consolidated group does not have any outstanding performance
obligations.
Retainer revenue - For retainer contracts, revenue from its social media marketing agency arm is recognised when the
performance obligations are satisfied at a point in time.
Project revenue - Project revenue is from ad-hoc projects. For project contracts, revenue is recognised when the performance
obligations are satisfied over time.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are
recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its
unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services
to the customer.
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 Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
27
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables 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 software development costs
As the consolidated entity recognises software 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.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement
of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an
equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until
extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance
cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in shareholders
equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not remeasured
in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
28
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
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.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
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.
29
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Opyl Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
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.
30
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
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 Group 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 the Binomial model, Black-Scholes
model, Monte Carlo model, and Geometric Brownian model. The valuation models take 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.
Non-recognition of deferred tax assets
We apply management judgement to recognise a deferred tax asset and review its carrying amount at each reporting date.
The carrying amount is only recognised to the extent that it is probable that sufficient taxable profit will be available in the
future to utilise this benefit. Any amount unrecognised could be subsequently recognised if it has become probable that future
taxable profit will allow us to benefit from this deferred tax asset.
Non-recognition of research and development 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.
Accrual of research and development grant credits
The company is entitled to claim grant credits from the Australian Government in recompense for its research and
development program expenditure. The program is overseen by AusIndustry, which is entitled to audit and/or review claims
lodged for the past 4 years. In the event of a negative finding from such an audit or review AusIndustry has the right to rescind
and claw back those prior claims, potentially with penalties. Such a finding may only occur in the event that those
expenditures do not appropriately qualify for the grant program. In their estimation, considering also the independent external
expertise they have contracted to draft and claim such expenditures, the directors of the company consider that such a
negative review has a remote likelihood of occurring.
Note 3. Operating segments
Identification of reportable operating segments
Management has determined the operating segments based on the reports reviewed by the Board of Directors. During the
year, the Group continued to operate in one geographical segment, Australia.
Note 4. Revenue from contracts with customers
Retainer revenue
Project revenue
Other
Revenue from contracts with customers
30 June 2023 30 June 2022
$
$
259,509
354,098
4,300
253,380
627,380
21,653
617,907
902,413
31
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 4. Revenue from contracts with customers (continued)
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
Major customer revenue contribution
Customers contributing more than 10% of revenue
Monash University
Aspiring Trial Study Group
Bristol-Myer Squibb Australia Pty Ltd
360biolabs
BioCurate. Pty ltd
Edwards Lifesciences
UCB Australia
Revenue amount
Percentage of total revenue
Monash University
Aspiring Trial Study Group
Bristol-Myer Squibb Australia Pty Ltd
360biolabs
BioCurate. Pty ltd
Edwards Lifesciences
UCB Australia
Note 5. Other income
Interest income
R&D tax refund
Government Grants
Other income
32
30 June 2023 30 June 2022
$
$
259,509
358,398
253,380
649,033
617,907
902,413
30 June 2023 30 June 2022
$
$
136,059
101,622
83,750
68,750
59,000
-
-
-
105,000
-
-
-
278,470
94,864
449,181
478,334
%
%
22%
16%
14%
11%
10%
-
-
-
12%
-
-
-
31%
11%
30 June 2023 30 June 2022
$
$
286
570,077
36,600
-
361,437
-
606,963
361,437
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 6. Expenses
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable
Share issue to key management personnel & employees
Share based payments
Superannuation expense
Defined contribution superannuation expense
Note 7. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
Note 8. Trade and other receivables
Current assets
Trade receivables
Other receivables
30 June 2023 30 June 2022
$
$
2,101
2,059
176,454
164,939
140,055
107,933
30 June 2023 30 June 2022
$
$
12
452,865
12
786,322
452,877
786,334
30 June 2023 30 June 2022
$
$
5,500
213,636
89,801
34,057
219,136
123,858
Allowance for expected credit losses
The company has recognised no loss (2022: Nil) in profit or loss in respect of the expected credit losses for the year ended
30 June 2023.
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 receivables and allowance for expected credit losses provided for above are as follows:
Neither past due not impaired
30 June 2023 30 June 2022
$
$
5,500
89,801
33
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 9. Trade and other payables
Current liabilities
Trade payables
Other payables and accruals
Refer to note 16 for further information on financial instruments.
Note 10. Borrowings
Current liabilities
Short-term bridging loans
30 June 2023 30 June 2022
$
$
194,067
420,485
174,911
255,939
614,552
430,850
30 June 2023 30 June 2022
$
$
300,000
-
Refer to note 16 for further information on financial instruments.
In June 2023, the company. concurrently entered into short-term bridging loan agreements with a consortium of lenders as
part of the company’s capital raise exercise, which it will receive aggregate funding of $300,000 secured against the
Company’s assets (Loans). The Loans require repayment on the earlier of:
●
●
receipt by the Company of its 2023 R&D refund from the ATO; or
30 September 2023.
In lieu of cash interest payments, the bridging Loans are contained to the following terms subject to and conditional on
shareholder approval at the Company’s forthcoming AGM:
●
●
5,000,000 options with an exercise price of $0.03 and a maturity date of three years from the date of issue are to be
issued pro-rata to the Lenders in lieu of cash interest payments being paid on the Loans. Shareholder approval for the
issue of options will be obtained at the Company’s AGM; and
One or more of the Lender(s) may elect to convert the principal amount of a Loan into shares at $0.03 per share prior
to 14 September 2023. If this election is made, shareholder approval for the conversion will be obtained at the
Company’s AGM.
$150,000 of the loans proceeds was received by 30 June 2023, and the remaining balance fully received by 10 July2023.
Note 11. Employee benefits
Current liabilities
Annual leave
Long service leave
Non-current liabilities
Long service leave
30 June 2023 30 June 2022
$
$
112,245
42,757
114,674
-
155,002
114,674
13,138
34,822
168,140
149,496
34
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 12. Contract liabilities
Current liabilities
Contract liabilities
30 June 2023 30 June 2022
$
$
30,476
131,863
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $30,476 as at 30 June 2023 (30 June 2022: $131,863) as is expected to be recognised as revenue in
future periods as follows:
Within 6 months
6 to 12 months
12 to 18 months
18 to 24 months
Note 13. Issued capital
30 June 2023 30 June 2022
$
$
29,610
866
-
-
98,145
33,718
-
-
30,476
131,863
Ordinary shares - fully paid
80,065,065
54,385,385 19,918,235 19,271,401
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Shares
Shares
$
$
Movements in ordinary share capital
Details
Balance
Balance
Issue of shares - placement
Rights issue
Issue of shares - shortfall placement
Share issue cost
Date
Shares
$
1 July 2021
54,385,385 19,271,401
30 June 2022
3 January 2023
15 February 2023
04 April 2023
54,385,385 19,271,401
290,000
9,666,667
355,768
11,858,954
124,622
4,154,059
(123,556)
-
Balance
30 June 2023
80,065,065 19,918,235
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.
35
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 13. Issued capital (continued)
On 3 January 2023, 9,666,667 shares were issued at a price of $ 0.03, totalling a value of $290,000 received.
On 13 February 2023, a Rights offering led to the issuance of 11,858,945 shares at a price of $0.03 per share, generating a
total value of $355,768. The Company announced an invitation to shareholders to participate in the OPL non-renounceable
pro-rata entitlement offer, allowing them to acquire 1 New Share for every 4 Shares held as of the record date on 30
December 2022, at an Issue price of $0.03 per New Share. This offer concluded on February 13, 2023.
On 4 April 2023, the company raised a further $124,622 (before costs) via the issue of all 4,154,059 shortfall shares at an
issue price of $0.03 per share under the shortfall facility of the rights issue, which closed on 13 February 2023.
In June 2023, the company completed a placement of 7,250,000 fully paid ordinary shares (Placement) at a price of $0.03
per share to raise $217,500 before costs. $187,500 was received by 30 June 2023, and the remaining balance, $30,000,
was received on 3 July 2023. The shares were issued on July 7 2023.
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.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard is ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders, issue new shares or sell assets to reduce debt.
Capital is regarded as total equity, as recognised in the financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively
pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to
maximise synergies.
Note 14. Reserves
Foreign currency reserve
Options reserve
Capital reserve
30 June 2023 30 June 2022
$
$
(381,075)
807,342
217,500
(381,075)
747,758
-
643,767
366,683
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.
36
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 14. Reserves (continued)
Capital reserve
The reserve is used to recognise the value of funds received for shares not yet issued. In June 2023, the company completed
a placement of 7,250,000 fully paid ordinary shares (Placement) at a price of $0.03 per share to raise $217,500 before costs.
$187,500 received by 30 June 2023, and the remaining balance, $30,000, was received on 3 July 2023. The shares were
issued in July 2023.
Note 15. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 16. Financial instruments
Financial instruments consist of cash and cash equivalents, receivables, and payables. Financial risk is measured at Board
level and managed through cashflow forecasting techniques. The only material financial instrument risk exposures faced
by the group are credit risk, market risk (namely interest rate risk), and liquidity risk.
Market risk
Interest rate risk
The consolidated entity's main interest rate risk arises from short-term borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to fair
value risk. The policy is to maintain current borrowings at fixed rates, therefore not subject to any volatility in market interest
rates.
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 Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
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 17. Key management personnel disclosures
Directors
The following persons were directors of Opyl Limited during the financial year:
Julian Chick - Resigned 13 February 2023
Mark Ziirsen
Megan Robertson
Damon Rasheed
37
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 17. Key management personnel disclosures (continued)
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 - Ceased CEO role on 1 June 2023
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 including performance rights
Note 18. Remuneration of auditors
30 June 2023 30 June 2022
$
$
415,866
44,198
13,493
13,547
527,085
39,199
3,010
147,624
487,104
716,918
During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the
company.
Audit services
Audit or review of the financial statements - William Buck
Note 19. Contingent liabilities
30 June 2023 30 June 2022
$
$
39,630
27,200
On 3 September 2021, the CEO of the Group signed an Executive Service Agreement with a bonus incentive condition. A
bonus incentive of $400,000 will be paid to the executive in the event of the Opyl share price trading $1 for 10 or more
consecutive days within the first 24 months of executing the agreement, so long as the Executive is employed at the company.
The board has the option to pay the bonus in a combination of shares and cash to the value of $400,000. The bonus is
payable to the executive within 90 days if the bonus conditions being met or in the event of the business being acquired, or
in the event of a complete takeover of the company. As at the reporting date of 30 June 2023, there is a very low probability
that the market performance of the bonus incentive will be realised, as such the fair value of the bonus provision has not
been included in the financial statements for the year ended 30 June 2023 (30 June 2022: $Nil). The bonus conditions in
place did not cease with the change of role and position for the former CEO.
The company had no other contingent liabilities as at 30 June 2023 (30 June 2022: $Nil)
Note 20. 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 17 and the remuneration report included in the
directors' report.
38
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 20. Related party transactions (continued)
Transactions with related parties
During the financial year ended 30 June 2023, RDI Consulting Pty Ltd, and Zappli 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 $343,864 has been incurred.
RDI Consulting
Zappli Pty Ltd
30 June 2023 30 June 2022
$
$
194,775
149,089
112,105
59,994
As Damon Rasheed is a shareholder of RDI Consulting, as such RDI is considered a related party.RDI Consulting is a major
shareholder of Zappli Pty Ltd, Zappli Pty is considered a related party.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current reporting date and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
39
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 21. 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 2023 30 June 2022
$
$
(1,075,033)
(1,075,033)
(1,566,367)
(1,566,367)
30 June 2023 30 June 2022
$
$
566,544
23,222
589,766
775,214
-
775,214
629,765
40,637
670,402
335,101
16,240
351,341
19,882,664 19,235,830
747,617
(21,103,614)
807,342
(22,046,965)
(1,356,959)
(1,120,167)
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 2023 and 30 June 2022.
Contingent liabilities
Except for as disclosed in note 19, there are no further contingent liabilities for the parent entity 30 June 2022 (nil).
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
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 22. 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;
40
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 22. 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 23. Events after the reporting period
Ownership of
interest
2023
%
Ownership of
interest
2022
%
-
100.00%
100.00%
-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
As announced on 7 July 2023, the company issued 7,250,000 fully paid ordinary shares via a placement at a price of $0.03
per share raising $217,500. $187,500 of the proceeds were received prior to 30 June 2023 with the balance of $30,000
received on 3 July 2023.
As announced on 5 July 2023, Opyl made changes to its CEO and senior leadership with Dr Hugo Stephenson joining to
lead Opin, Michelle Gallaher moving to General Manager of TrialKey, and Mark Ziirsen stepping in as the Executive
Chairman. These changes follow the Board-led strategic review focused on identifying pathways for accelerating the growth
of Opin and developing ways to commercialise TrialKey. The changes were effective from 1 June 2023.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 24. 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 in prepayments
Increase/(decrease) in deferred revenue
Increase/(decrease) in trade and other payables
Net cash used in operating activities
30 June 2023 30 June 2022
$
$
(1,726,335)
(2,085,550)
26,056
176,454
25,778
164,939
84,722
7,621
(101,387)
168,557
(25,413)
3,176
131,863
265,595
(1,364,312)
(1,519,612)
41
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 25. Earnings per share
Loss after income tax attributable to the owners of Opyl Limited
(1,726,335)
(2,085,550)
Weighted average number of ordinary shares used in calculating basic earnings per share
80,065,065
54,385,385
Weighted average number of ordinary shares used in calculating diluted earnings per share
80,065,065
54,385,385
Number
Number
30 June 2023 30 June 2022
$
$
Basic earnings per share
Diluted earnings per share
Cents
Cents
(2.156)
(2.156)
(3.835)
(3.835)
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 and performance rights on issue
are not considered to be dilutive.
42
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 26. 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 26 July 2022, 580,000 options were granted to employees at an exercise price of $0.10 totalling a "fair" value of $24,834
which was determined using a Black-Scholes model.
On 10 December 2022, 1,400,000 options (Incentive Options) were granted to key management personnel at exercise prices
of $0.10, $0.15, and $0.20 totalling a "fair" value of $35,880 which was determined using a Black-Scholes model.
As announced on 3 January 2023, the company issued 9,666,667 fully paid ordinary shares via a placement at a price of
$0.03 per share. The company also issued on 3 January 2023 in consideration for the provision of services as part of the
capital raise 666,663 broker option securities with an exercise price of $0.06 totalling a "fair" value of $14,952 as the cost of
capital in equity to reflect the service cost. The value was determined using a Black-Scholes model.
Set out below are summaries of options granted under the plan:
43
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 26. Share based payments (continued)
Grant Date
Expiry Date
Price
the year
Granted
Exercised
Other
the year
Balance at
the start of
Exercise
Expiry/
Forfeited/
Balance at
the end of
15/12/2016
06/02/2017
20/03/2017
01/04/2017
19/02/2018
10/11/2017
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
26/01/2018
05/04/2018
05/04/2018
26/07/2021
10/09/2021
10/09/2021
10/09/2021
10/12/2021
10/12/2021
10/12/2021
26/07/2022
10/12/2022
10/12/2022
10/12/2022
03/01/2023
05/12/2026
06/02/2027
20/03/2027
01/04/2027
19/02/2023
10/11/2022
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
26/01/2023
05/04/2023
05/04/2023
26/07/2024
10/09/2027
10/09/2028
10/09/2029
10/12/2026
10/12/2026
10/12/2026
26/07/2025
10/12/2027
10/12/2027
10/12/2027
30/12/2026
$1.200
$0.800
$2.500
$0.600
$0.500
$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
$0.600
$0.500
$0.500
$0.250
$0.300
$0.500
$0.750
$0.300
$0.500
$0.750
$0.100
$0.100
$0.150
$0.200
$0.060
42,480
6,000
14,916
52,500
30,000
36,666
30,000
90,000
3,000
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
7,500
4,000
3,000
90,000
500,000
500,000
500,000
400,000
400,000
400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
580,000
600,000
400,000
400,000
666,663
7,343,556
2,646,663
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(30,000)
(36,666)
(30,000)
(90,000)
(3,000)
(25,000)
-
-
(3,000)
(7,500)
(20,000)
-
-
-
-
-
-
-
-
-
-
-
(4,000)
(3,000)
-
-
-
-
-
-
-
-
-
-
-
-
42,480
6,000
14,916
52,500
-
-
-
-
-
-
250,000
3,000
-
-
-
109,998
109,998
109,998
20,000
20,000
20,000
2,335,000
400,000
400,000
400,000
7,500
-
-
90,000
500,000
500,000
500,000
400,000
400,000
400,000
580,000
600,000
400,000
400,000
666,663
(252,166)
9,738,053
Weighted average exercise price
$0.595
$0.113
$0.000
$0.500
$0.466
Set out below are the options exercisable at the end of the financial year:
44
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 26. Share based payments (continued)
Grant date
15/12/2016
06/02/2017
20/03/2017
01/04/2017
10/11/2017
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
26/07/2021
10/09/2021
10/09/2021
10/09/2021
10/12/2021
26/07/2022
10/12/2022
10/12/2022
10/12/2022
01/03/2023
Expiry date
05/12/2026
06/02/2027
20/03/2027
01/04/2027
10/11/2022
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
26/07/2024
10/09/2027
10/09/2028
10/09/2029
10/12/2026
26/07/2025
10/12/2027
10/12/2027
10/12/2027
30/12/2026
2023
2022
Number
Number
42,480
6,000
14,916
60,000
-
-
-
-
-
250,000
3,000
-
-
109,998
109,998
109,998
60,000
2,335,000
1,200,000
90,000
500,000
500,000
500,000
1,200,000
580,000
600,000
400,000
400,000
666,663
42,480
6,000
14,916
60,000
36,666
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
90,000
500,000
500,000
500,000
1,200,000
-
-
-
-
-
9,738,053
7,343,556
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.97 years (30
June 2022: 3.31 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
26/07/2022
10/12/2022
10/12/2022
10/12/2022
03/01/2023
26/07/2025
10/12/2027
10/12/2027
10/12/2027
30/12/2026
Share price Exercise
at grant date
price
Expected
volatility
Dividend
Risk-free
Fair value
yield
interest rate at grant date
$0.06
$0.03
$0.03
$0.03
$0.03
$0.10
$0.10
$0.15
$0.20
$0.06
140.00%
140.00%
140.00%
140.00%
140.00%
-
-
-
-
-
0.20%
0.20%
0.20%
0.20%
0.20%
$0.043
$0.027
$0.025
$0.024
$0.022
45
Opyl Limited
Notes to the consolidated financial statements
30 June 2023
Note 26. Share based payments (continued)
Performance rights
On 10 September 2021, 1,083,333 performance rights options were granted to the CEO of the Group totalling a fair value of
$109,075 to be recognised over the vesting period which was determined using a combination of the Monte Carlo and
Geometric Brownian Motion models as follows:
➢500,000 Tranche A at an exercise price of $0.50;
➢333,333 Tranche B at an exercise price of $0.75; and
➢250,000 Tranche C at an exercise price of $1.00.
Each Right will convert to one ordinary share in the Company during the performance period subject to the satisfaction of
the following conditions respectively:
➢ For Tranche A: Market-based (Performance Hurdle 1) - OPL’s 15-day Target Share Price of $0.50 over a 3-year period;
➢ For Tranche B: Market-based (Performance Hurdle 2) - OPL’s 15-day Target Share Price of $0.75 over a 3-year period;
➢ For Tranche C: Market-based (Performance Hurdle 3) - OPL’s 15-day Target Share Price of $1.00 over a 3-year period;
and
➢ Non-market based (continuous employment) - continuing employment of the employee during the vesting period.
For the 15-day share price hurdle, the future share price of OPL was projected using a Geometric Brownian Motion model
over 759 steps, with the volatility of each step representing the daily volatility of the Company’s share price over the last year
from the valuation date.
• A Monte Carlo simulation of 250,000 simulations was conducted for the above Geometric Brownian Motion model to obtain
a theoretical distribution for the 15-day share price and was used to determine the percentile rank. This ranking outcome
was weighted by the vesting condition and applied to the average price of the Rights realised in each ranking outcome.
• The weighted value of each Right as mentioned above, was then aggregated to arrive at the expected value of the Right.
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and
other key management personnel in this financial year or future reporting years are as follows:
Name
Number of
Performance
rights
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price
per option at
grant date
Fair value
Michelle Gallaher
500,000 10/09/2021
333,333 10/09/2021
250,000 10/09/2021
10/09/2024
10/09/2024
10/09/2024
10/09/2024
10/09/2024
10/09/2024
N/A
N/A
N/A
$0.109
$0.098
$0.088
46
Opyl Limited
Directors' declaration
30 June 2023
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, Accounting Standards AASB 134
'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
●
The financial statements also comply with International Financial Reporting Standards as disclosed in note 1.
●
●
the attached financial statements and notes give a true and fair view of the company's financial position as at 30 June
2023 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 Ziirsen
Director
30 August 2023
47
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 subsidiaries (the Group)), which
comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement
of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and 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 2023 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 confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the time of
this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 to the financial report, which indicates that the consolidated entity has a net
loss after tax of $1,726,335, a net current liability deficit of $428,017 and net cash outflows from operations
of $1,364,312 for the year ended 30 June 2023. As stated in Note 1, these events or conditions, along with
other matters as set forth in Note 1 indicate that a material uncertainty exists that may cast significant doubt
on the consolidated entity’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Appropriateness of revenue recognition
Area of focus
How our audit addressed it
Revenue from contracts with customers is disclosed in
Note 4 and Note 12 of the financial statements.
The group’s revenue is generated through bespoke
contracts with customers related mainly to project and
retainer income.
This area is a Key Audit Matter as each revenue
stream requires a bespoke revenue recognition
model which requires judgement by management
in identifying performance obligations, the
allocation of the transaction price and the
satisfaction of performance obligations over time or
at a point in time in accordance with AASB 15
Revenue from Contracts with Customers (‘AASB
15’).
Share-based payment transactions
Our audit procedures included:
— The evaluation of revenue recognition policies
for all material sources of revenue to assess if
revenue is recognised in accordance with AASB
15;
— Performing test of detail through a sample of the
revenue from customers recognised during the
period through agreeing to contracts and
customer pricing;
— Examining a sample of contracts to assess the
fulfilment of performance milestones relevant to
material revenue contracts;
— Performing revenue cut-off testing at the period
end to assess if revenue is recorded in the
correct period; and
— In-addition, we also examined key disclosures
relating to the recognition of revenue in the
financial statements as disclosed in Note 4 and
Note 12.
Area of focus
How our audit addressed it
During the year and as disclosed in note 26, the
Group issued a number of equity settled share-
based payments in the form of options to suppliers,
employees and key management personnel. Some
of these share-based payment arrangements have
vesting terms connected with market performance
conditions.
This area is a key audit matter as valuation of
these instruments in accordance with AASB 2
Share Based Payments is inherently complex and
subject to significant management estimates and
judgement in valuing the share-based payment
instrument.
A total of $176,454 has been recognised as a
share-based payment expense during the year as
detailed in Note 6 and Note 26.
Our audit procedures included the following:
— Verifying the key terms of the equity settled
share-based payments to letters of offer to the
instrument holders and approved board minutes;
— Assessing the appropriateness of the
determination of the grant date;
— Assessing the fair value of the share-based
payments based on the Group’s valuation by
agreeing the inputs to underlying support,
reviewing the assumptions used for
reasonableness and evaluating the accuracy of
calculations; and
— Reviewing the attributes of the vesting
conditions and ensuring that the expense is
recorded over the appropriate vesting period.
We also assessed the appropriateness of
disclosures in Note 26 relating to these items in
the financial report.
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 2023, 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:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.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 the directors’ report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of Opyl Limited, for the year ended 30 June 2023, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
R. P. Burt
Director
Melbourne, 30 August 2023
Opyl Limited
Shareholder information
30 June 2023
The shareholder information set out below was applicable as at 30 June 2023.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
of holders
shares
issued
Options over ordinary
shares
Number
of holders
% of total
options
issued
88
167
138
256
128
777
499
0.03
0.71
1.39
11.52
86.35
100.00
4.26
-
4
9
28
17
58
23
-
0.18
0.66
15.69
83.47
100.00
2.67
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
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
SCINTILLA STRATEGIC INVESTMENTS LIMITED
CERTANE CT PTY LTD (L39 CAPITAL A/C)
IRWIN BIOTECH NOMINEES PTY LTD
GILSMITH SMSF PTY LTD (GILSMITH PTY LTD SF A/C)
JOEL WEBB
SOUTHAM INVESTMENTS 2003 PTY LTD (WARWICKSHIRE INVESTMENT A/C)
DLK INVESTMENTS GROUP PTY LTD (THE DLK INVESTMENTS UNIT A/C)
HONGKONG FRANK PTY LTD (DAVIS SUPER FUND A/C)
KYRIACO BARBER PTY LTD
DAVSAM PTY LTD (ROSEMAN RETIREMENT FUND A/C)
RIP OPPORTUNITIES PTY LTD (PIR SUPER FUND A/C)
REWOP PTY LTD (SCOTT POWER SUPER FUND A/C)
DR JULIAN CHICK
ETHEREAL CONSULTING PTY LTD
MR FIRDAUS BASYROV
JEFMONT PTY LTD
MR TREVOR KJELL GIACOMETTI (LINLONG INVESTMENT A/C)
MR PAVEL MUZIKANT
MR DAVID FREDERICK OAKLEY (DFO INVESTMENT A/C)
DR DEREK ANTHONY JELLINEK
Ordinary shares
% of total
shares
issued
Number held
6,800,000
5,833,333
4,394,968
2,994,105
2,600,000
2,373,965
2,166,700
2,000,000
1,821,780
1,666,667
1,250,000
1,050,837
942,996
833,300
802,000
800,000
770,000
750,000
736,400
683,153
8.49
7.29
5.49
3.74
3.25
2.97
2.71
2.50
2.28
2.08
1.56
1.31
1.18
1.04
1.00
1.00
0.96
0.94
0.92
0.85
41,270,204
51.56
50
Opyl Limited
Shareholder information
30 June 2023
Twenty largest unquoted equity security holders
The names of the twenty largest security holders of unquoted equity securities are listed below:
MICHELLE GALLAHER
MR MARK ZIIRSEN
JULIAN CHICK
DAMON RASHEED
ANTANAS GUOGA
CERTANE CT PTY LTD (L39 CAPITAL A/C)
MEGAN ROBERTSON
MR MARAT BASYROV
DDPEVCIC (WA) PTY LTD (DOMINIC FAMILY A/C)
GE EQUITY INVESTMENTS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
ANNA CHEN
EMMA GALLAHER
MELISSA ADAMSKI
SANLAM PRIVATE WEALTH PTY LTD (WESTBOURNE LONG SHORT A/C)
MR MARK ANDREW TKOCZ
YONG ZHANG
MR BIN LIU
HIRSCH FINANCIAL PTY LTD
WALSH PRESTIGE PTY LTD (WALSH FAMILY A/C)
Unquoted equity securities
There are no unquoted equity securities.
Options over ordinary
shares
% of total
options
issued
Number held
1,500,000
1,100,000
1,029,998
1,029,998
690,000
666,663
600,000
429,998
233,333
166,667
166,667
130,000
130,000
130,000
125,000
100,000
100,000
100,000
100,000
100,000
15.40
11.30
10.58
10.58
7.09
6.85
6.16
4.42
2.40
1.71
1.71
1.33
1.33
1.33
1.28
1.03
1.03
1.03
1.03
1.03
8,628,324
88.62
51
Opyl Limited
Shareholder information
30 June 2023
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 18/09/2023 @ $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 OPT @ $0.25 EXP 26/07/2024
UNL OPT @ $0.30 EXP 10/09/2027
UNL OPT @ $0.50 EXP 10/09/2028
UNL OPT @ $0.75 EXP 10/09/2029
UNL OP EXP 10/12/26 @ $0.30
UNL OP EXP 10/12/26 @ $0.50
UNL OP EXP 10/12/26 @ $0.75
UNL OPT EXP 26/07/25 @ $0.10
UNL OPT@ $0.10 EXP 10/12/2027
UNL OPT @ $0.15 EXP 10/12/2027
UNL OPT @ $0.20 EXP 10/12/2027
UNL OPT @ $0.06 EXP 30/12/2026
Substantial holders
Substantial holders in the company are set out below:
SCINTILLA STRATEGIC INVESTMENTS LIMITED
CERTANE CT PTY LTD (L39 CAPITAL A/C)
IRWIN BIOTECH NOMINEES PTY LTD
GILSMITH SMSF PTY LTD (GILSMITH PTY LTD SF A/C)
JOEL WEBB
52
Number
on issue
Number
of holders
6,000
14,916
52,500
7,500
250,000
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
90,000
500,000
500,000
500,000
400,000
400,000
400,000
580,000
600,000
400,000
400,000
666,663
1
3
4
1
1
1
1
1
1
1
1
1
1
1
1
3
4
28
4
4
4
3
1
1
1
4
4
4
7
4
4
4
1
9,738,053
105
Ordinary shares
% of total
shares
issued
Number held
6,800,000
5,833,333
4,394,968
2,994,105
2,600,000
8.49
7.29
5.49
3.74
3.25
Opyl Limited
Shareholder information
30 June 2023
MICHELLE GALLAHER
MR MARK ZIIRSEN
DR JULIAN CHICK
DAMON RASHEED
MR ANTANAS GUOGA
Options over ordinary
shares
% of total
options
issued
Number held
1,500,000
1,100,000
1,029,998
1,029,998
690,000
15.40
11.30
10.58
10.58
7.09
Voting rights
The voting rights attached to ordinary shares are set out below:
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
53