Annual Report 2024
ASX:OPL
www.opyl.ai
Contents
Independent auditor’s report
53
Directors’ declaration
52
Statement of profit or loss and other income
23
Auditors’ independence declaration
21
Directors’ report
6
Corporate directory
7
Chairman’s letter
4
About Us
3
Shareholder information
56
About Opyl
Opyl leads the way in transforming clinical trials through its advanced AI-driven platform, TrialKey. We
specialise in designing, optimising, and predicting outcomes for clinical trials with unparalleled precision.
TrialKey leverages real-world data to simulate and optimise trial designs for pharmaceuticals, medical
devices, alternative therapies, and novel conditions, significantly boosting success probabilities across all
phases. Our TrialGen module draws on extensive datasets to create the most effective trial designs, refine
existing studies, and forecast trial success with over 90% accuracy. With its comprehensive global capabilities,
TrialKey ensures efficient resource allocation, reduces costly amendments, and accelerates market entry for
groundbreaking medical advancements. Transform your clinical trial strategy with Opyl, the driving force
behind TrialKey.
Chairman’s Letter
leader in the field.
influential publications have significantly amplified our brand visibility and established Opyl as a thought
Our active presence at prestigious industry events and extensive media coverage across podcasts and
clinical trial design and strategy.
creation to further refine TrialKey's predictive accuracy and solidify its position as an indispensable tool in
continuous innovation, with future developments focused on integrating compound/molecule feature
inclusion/exclusion criteria and endpoints, have further enhanced its value proposition. We are committed to
pharmaceutical companies, biopharmaceutical firms, and CROs. Recent upgrades, including grading for
design. This AI-powered tool streamlines the design process, saving valuable time and resources for
The launch of 'TrialGen' on 3 June 2024 marked a significant leap forward in automating clinical trial protocol
the third year.
USD 1 million cash payment upon successful due diligence and ambitious sales targets of USD 4 million by
on the Asia-Pacific region. This partnership is poised to drive substantial revenue growth, with a projected
joint venture to exclusively market and distribute TrialKey in EMEA and North America, allowing us to focus
technology. The Memorandum of Understanding (MOU) with the Xco Consortium lays the groundwork for a
million in assets under management within 36 months underscores the market's confidence in our
new revenue streams and solidify our position in the biotech investment sector. The Fund's target of $100
establishment of a Biotech Fund with L39 Capital, harnessing TrialKey's predictive capabilities, is set to create
We have forged strategic partnerships to accelerate our growth and expand our global footprint. The
progress positions us strongly for future growth and revenue generation.
discussions around potential trials, demonstrating TrialKey's predictive power and study impact analysis. This
through our comprehensive sales outreach. By leveraging the TrialKey platform, we've engaged in insightful
product, TrialKey. This has resulted in a strong sales pipeline, bolstered by high-value leads identified
participation in industry events have significantly increased interest in and engagement with our flagship
capabilities of AI in clinical trial design and success prediction. Our proactive marketing initiatives and active
Over the past year, we've focused on building brand awareness and educating the market about the novel
through this exciting period of growth and innovation.
stepping into the role of Opyl Executive Chair on 30 April 2024, I am honoured to lead our talented team
trial optimisation and success prediction platform, TrialKey, along with key leadership transitions. Since
ending 2024. This year has been transformative, marked by significant advancements in our AI-driven clinical
It is with great pleasure that I present the annual report for Opyl Limited (ASX: OPL) for the financial year
Dear Stakeholders,
Chairman’s Letter
Sincerely,
Saurabh Jain
Executive Chairman
therapies reach patients faster and more efficiently.
Opyl's mission. Together, we are forging a path towards a brighter tomorrow where groundbreaking
I extend my deepest gratitude to our shareholders, employees, and partners for their support and belief in
clinical trials, ultimately benefiting patients worldwide.
dedicated to delivering innovative solutions that drive efficiency, reduce costs, and improve success rates in
solutions, we are poised to accelerate medical advancements and shape the future of healthcare. We remain
With unwavering confidence in our strategic direction and the transformative power of our AI-driven
clinical trials; it's shaping it.
unprecedented scale and generate actionable recommendations, TrialKey is not just predicting the future of
outcomes and accelerated development of life-saving therapies. With its ability to analyse complex data at an
prediction. It enables users to proactively identify and mitigate potential risks, leading to improved trial
vast datasets, TrialKey delivers invaluable insights into trial feasibility, design optimisation, and success
complexities of clinical trials with confidence and precision. By harnessing the power of machine learning and
TrialKey stands as a beacon of innovation, empowering biopharma and medtech companies to navigate the
our brand and drive lead generation.
growth. We will also continue to prioritise strategic sponsorships and media engagements to further elevate
venture with the Xco Consortium represents a major step towards unlocking substantial sales and revenue
dataset reliability, and incorporating cutting-edge AI capabilities. The potential finalisation of the joint
enhancement and optimisation of TrialGen and TrialKey, with a focus on expanding features, increasing
As we enter FY2025, we are filled with optimism and excitement. Our strategic priorities include the ongoing
Opyl Limited
ABN 71 063 144 865
Annual Report - 30 June 2024
Opyl Limited
Directors' report
30 June 2024
1
Corporate Directory
Directors
Mark Ziirsen - Non-Executive Director (Resigned on 30 April 2024)
Megan Robertson - Non-Executive Director (Resigned on 4 September 2023)
Damon Rasheed - Executive Director
Mark Simari - Non-Executive Director (Appointed on 4 September 2023)
Antanas Guoga - Non-Executive Director (Appointed on 4 September 2023)
Saurabh Jain - Chair and Executive Director (Appointed on 30 April 2024)
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
Level 10, 99 Queen Street
Melbourne, VIC 3000, Australia
Share register
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000, Australia
Telephone: +1300 288 664 (within Australia); +61 2 9698 5414 (outside Australia)
Email: hello@automic.com.au
Auditor
William Buck
Level 20, 181 William Street
Melbourne VIC 3000, Australia
Solicitor
Cornwalls
Level 4, 300 Collins Street
Melbourne VIC 3000, Australia
Montgomery Pacific LLP
150 Spear Street, Suite 800
San Francisco, CA 94105, USA
Bankers
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
Opyl Limited
Directors' report
30 June 2024
2
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 2024.
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:
Mark Ziirsen - Non-Executive Director
(resigned on 30 April 2024)
Megan Robertson - Non-Executive Director
(resigned on 4 September 2023)
Damon Rasheed - Executive Director
Mark Simari - Non-Executive Director
(appointed 4 September 2023)
Antanas Guoga - Non-Executive Director
(appointed 4 September 2023)
Saurabh Jain - Chair and Executive Director
(appointed on 30 April 2024)
Principal activities
Opyl is a new generation Australian digital health company that applies artificial intelligence (AI) to improving clinical trials and
predicting outcomes. Our platforms deliver targeted insights that make clinical trials more efficient, easier to design, and more
predictable, saving time and reducing costs for medical researchers. Our key offering for biopharma, medtech, government
and healthcare organisations are TrialKey (clinical trial predictive analytics and protocol design) and TrialGen (AI-powered
tool streamlines clinical trial design process).
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Opyl Limited
Directors' report
30 June 2024
3
Review of operations
The loss for the Group after providing for income tax amounted to $3,130,374 (30 June 2023: loss of $1,726,335).
As at 30 June 2024 , Opyl had a cash position of $374,645 (2023: $452,877), accounts and other receivables of $7,714 (2023:
$219,136) that will be collected in July 2024, and external borrowings of $nil (2023: $300,000).
Revenues were lower (35.6%) during the full-year period against the 30 June 2023 comparative period, as a result of
divestment of Opin to Trial Screen Pty Ltd. This divestment reflects Opyl's strategic focus on refining its portfolio and
concentrating resources on the further development of TrialKey.
Operational progress
The operating loss for the period of $3,130,374 was marking a notable deterioration in comparison to the prior period, being
$1,726,335 (81.3%) primarily as a result of non-cash share incentive based payments relating to new executive incentives,
broker options, bridging loan interests converted options and bridging loan attached options (totalling $1,110,955 compared
to $176,454 in the prior period).
The key drivers of this variance are outlined below:
●
R&D income tax incentives of $530,581 being $76,096 (12.5%) lower than the prior period.
●
An increase in consulting contractor costs by $354,834 (415.8%) being attributable to the appointment of an Interim CEO
and now Executive Chair, Mr Saurabh Jain, former Head of Opin, Dr Hugo Stephenson and additional expenditure in
relation to investor relations.
●
R&D costs were up by $26,294 (10.5%) in line with the continued and planned investment in TrialKey.
●
Corporate compliance and management costs were up by $35,320 (131.2%) attributable to the payments of the US tax
compliance services.
●
These increases were partially offset by a reduction in employee costs, which decreased by $285,877 (20.8%).
During the period, the Group successfully completed four placements, raising cash proceeds totalling of $2,009,359 before
costs, helping to strengthen the balance sheet and provide vital funds to support the company’s development.as follows:
a) On 7 July 2023, 7,250,000 fully paid ordinary shares were issued at a price of $0.03 each, totalling $217,500 (before
costs). This placement was completed in June 2023. $187,500 received by 30 June 2023, and the remaining balance, $30,000,
was received on 3 July 2023.
b) On 18 December 2023, 19,200,000 shares were issued at a price of $0.03 each, totalling $576,000 (before costs).
c) On 18 January 2023, the company raised an additional $547,158 (before costs) through the issuance of 18,238,594
shortfall shares at $0.03 per share under the shortfall facility of the rights issue, which closed on 15 January 2024.
d) On 8 February 2024, the company raised a further $886,201 (before costs) through a shortfall top-up facility (Top-Up Offer)
and Partial Underwriting, issuing 24,873,355 shares for $746,201 and 4,666,666 shares for $140,000, respectively, at $0.03
per share.
During the period, in lieu of cash payment, the Group further strengthened its cash flow by settling $490,785 of liabilities
through the issuance of equity shares as follows:
a) On 1 December 2023, the company issued shares for the following settlements as approved at the company’s Annual
General Meeting (AGM) on 29 November 2023:
●
Outstanding Director fees to Mark Ziirsen, Damon Rasheed, and Antanas Guoga: 913,585 shares, totalling $29,357;
●
Consulting fees for Zappli Pty Ltd: 2,017,895 shares at $0.03 each, totalling $60,728; and
●
Conversion of a bridging loan: 10,000,000 shares at $0.03 each, totalling $300,000.
Opyl Limited
Directors' report
30 June 2024
4
b) On 13 February 2024, the company issued 429,185 shares at a price of $0.05 each, totalling $20,000, to Aurum Data Pty
Ltd as settlement for outstanding fees.
c) On 4 June 2024, the company issued a total of 1,371,975 shares, totalling $40,700 to Mark Ziirsen, Damon Rasheed, and
Antanas Guoga as settlement for outstanding director fees. This was approved at the company’s General Meeting (GM) on
27 May 2024.
d) During the period, the company issued shares for the settlements of outstanding liabilities to Vesparum Capital Pty Ltd:
●
On 13 February 2024, the company issued 340,909 shares at $0.04 each, totalling $15,000;
●
On 14 March 2024, the company issued 300,335 shares at $0.05 each, totalling $15,000; and
●
On 5 April 2024, the company issued 213,748 shares at $0.05 each, totalling $10,000.
Since November 2023, Mr. Saurabh Jain has served as Interim Chief Executive Officer and joined the board as Executive
Chair on 30 April 2024. He played a key role in the market launch of Trialkey.ai in January, focusing on sales and marketing
efforts to drive revenue growth for the platform.
On 30 January 2024, the company issued 833,333 shares at $0.04 per share as a result of Mr. Jain exercising the vested
performance rights granted to him on 11 December 2023, totalling $33,333.
Full details of movements in share capital for the year are detailed in note 12 to the financial statements.
Opyl completed the sale of its Opin asset to Dr. Hugo Stephenson on 31 May 2024, now rebranded as Trial Screen, following
shareholder approval at the General Meeting (GM). The divestment marks a substantial improvement in Opyl’s monthly
cashflow, expected to be approximately $700k per annum based on the previous cash burn rate, effectively extending its
operational runway and facilitating intensified efforts towards propelling growth for TrialKey.ai.
First Contract Secured: TrialKey has secured its first contract with Brain Vector, valued at up to A$30,000, for providing trial
optimisation services. This milestone validates the TrialGen platform's effectiveness and underscores Opyl's commitment to
advancing clinical research.
Launch of Trial Gen: Opyl has launched 'Trial Gen' by TrialKey, an innovative AI-powered tool that enhances our existing
platform by automating clinical trial protocol design, significantly improving efficiency and success rates for pharmaceutical
companies, biopharmaceutical firms, and Contract Research Organisations (CROs).
Marketing Initiatives: In June 2024 quarter, TrialKey significantly boosted its visibility through high-profile events like the Digital
Health Festival and Global Clinical Trials Connect—our first international event—alongside extensive media coverage,
enhancing our global growth and connections with key industry contacts in pharmaceutical and clinical research sectors.
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 it have sufficient capital to fully fund the development and commercialisation of 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
Share-based payments
Opyl Limited
Directors' report
30 June 2024
5
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, as adopted by the
company during the 29 November 2023 Annual General Meeting (AGM). Details for the options granted are as follows:
The company granted options to employees under its Employee Share Scheme with the fair value determined using a Black-
Scholes model per the following:
●
On 15 August 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $44,302;
●
On 15 September 2023, 1,000,000 options were granted at an exercise price of $0.05 totalling a fair value of $40,489;
●
On 15 October 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $38,997;
●
On 15 November 2023, 1,000,000 options were granted at an exercise price of $0.05 totalling a fair value of $37,636;
●
On 15 December 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $29,689;
and
●
On 15 January 2024, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $25,368.
In addition to the above, on 1 December 2023, 1,200,000 options (Incentive Options) were granted to key management
personnel at exercise prices of $0.05, $0.08, and $0.10 totalling a fair value of $41,118 which was determined using a
Black-Scholes model.
On 11 December 2023, 5,833,393 performance rights options were granted to Interim Chief Executive Officer of the
company totalling a fair value of $220,929 which was determined using a combination of the Black-Scholes model and
Monte Carlo model.
Further details of the options granted are set out on accompanying note 25 of the Annual report.
Board and leadership changes
Megan Robertson resigned as a director on 4 September 2023.
Following Megan Robertson's resignation from the Board of Directors, Mark Simari and Antanas Guoga were appointed
individually as a director effective 4 September 2023.
Mark Ziirsen resigned from the Board of Directors on 30 April 2024.
Saurabh Jain, the current interim Chief Executive Officer joined the board as Executive Chair from 30 April 2024.
There were no other changes to the board or leadership team during the period.
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 8 July 2024, the company has partnered with L39 Capital Pty Ltd to launch an AI Biotech Fund using
TrialKey technology. The company will receive $25,000 in the first 12 months, under a perpetual license arrangement of
TrialKey, aiming for $100 million in funds under management within 36 months. The company will also gain a 19.9% equity
stake and a 25% fee share of future fund revenue.
The aim of the Fund is to generate significant capital appreciation for investors and to serve as a proof of concept to
demonstrate the value of TrialKey’s predictive model in selecting successful biotech and pharmaceutical stocks. If successful,
the fund will create significant value for Opyl and the owners of the Manager through performance fees via rapid growth in
FUM or a potential sale, either to a third party or potentially to Opyl via a sale between the Parties to this Agreement.
Opyl Limited
Directors' report
30 June 2024
6
As announced on 8 July 2024, the company has signed a Memorandum of Understanding (MOU) with the Xco consortium to
expand into the EMEA and North American markets. The Joint Venture (JV) will focus on marketing and selling Opyl's TrialKey
products. This agreement is contingent upon both parties successfully completing and being satisfied with the outcome of
their due diligence on each other and the proposed Joint Venture. Opyl is also required to meet the service delivery metrics
and service level agreements established by the Joint Venture; otherwise, a reduction in the agreed proportion of profit or
revenue share from the Joint Venture entities for the specified period will be implemented.
Key terms include a three-month due diligence period, a $1.5 million cash payment to Opyl, and a capital raise aiming for
$4.4-7.4 million within nine months. Opyl will hold a 20% equity stake in the JV, initially receive 20% of the first $1.8 million in
revenue, and 40% of revenue thereafter. Opyl will also appoint one director to the JV's board. Revenue targets are set at $1.5
million in the first year, $2.9 million in the second, and $5.9 million in the third year.
On 22 July 2024, the company, entered into an R&D loan facility from EndPoint Capital Pty Ltd (Lender) for $195,000 which
is secured against the FY24 R&D claim based on prior successful experiences (Loans). The Loans require repayment on the
earlier of:
● The date the R&D refund is received; or
● The maturity date, 30 November 2024
The interest rate is 16%, and is calculated and will be paid by the company to the Lender according to the following terms:
● Interest will be calculated and accrue in arrears on a daily basis at the applicable rate.
● If the Loan is repaid before the end of the term, the minimum amount of interest payable will be based on the Minimum
Interest Period.
● Any accrued and unpaid interest will be capitalized and added to the Loan on the first day of each calendar month.
Opyl Limited
Directors' report
30 June 2024
7
As announced on 22 August 2024, the company secured $700,000 AUD through short-term loans agreements with a
consortium of lenders. Funds to be allocated towards the continuous improvement of TrialKey, targeted marketing initiatives,
and working capital.
These loans have three parts:
Loans $100k
These Loans require repayment on the earlier of:
● receipt of Company's Research and Development (R&D) tax refund from the Australian Taxation Office (ATO) for the
financial period ended 30 June 2025 ; or
● 31 December 2025.
Interests on the Loans will accrue at a rate of 1.5% per month and is payable by the Company to the Lenders in cash on a
quarterly basis.
Options of 1,000,000 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 as part of the consideration for the Lenders providing the Loans to the Company. Shareholder approval
for the issue of options will be obtained at the Company’s AGM.
Loans $300k
This includes $200,000 from Antanas Guoga, the director of the Company, and $100,000 from Peak Asset Management. Both
loans are subject to the same terms outlined below:
These Loans require repayment on the earlier of:
● The Lender(s) convert the principal amount of a Loan into shares; or
● on the date that is 24 months after the date of the Agreement.
Interests on the Loans will accrue at a rate of 1.5% per month and is payable by the Company to the Lenders in cash on a
quarterly basis.
These Loans contains the following terms subject to and conditional on shareholder approval at the Company’s forthcoming
AGM:
● Options of 3,000,000 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 as part of the consideration for the Lenders providing the Loans to the Company. Shareholder
approval for the issue of options will be obtained at the Company’s AGM; and
● The principal amount of the Loans will be converted into fully paid ordinary shares in the capital of the Company at a
conversion price of $0.02 per share (“Conversion Shares”). For every 2 Conversion Shares issued, the Lender will receive 1
free attaching option (“Conversion Options”). The Conversion Options shall have an exercise price of $0.05 per share and a
maturity date of three years from the date of issue. The issuance of the Conversion Shares and Conversion Options shall be
subject to the Borrower obtaining shareholder approval to issue the Conversion Shares and Conversion Options at its next
AGM.
Drawdown Loan $300k
The Company has also secured a separate drawdown loan of $300,000 AUD from Peak Asset Management, under a new
loan agreement. This drawdown facility allows the Company to request funds up to the total facility amount. The loan is
unsecured and carries an interest rate of 18% per annum, compounding daily and payable in full on the repayment date. The
repayment date is set for the earlier of the occurrence of a Default Event, when the Company has sufficient working capital,
or the Sunset Date in September 2025, unless prior alternative arrangements have been agreed upon. This drawdown facility
provides additional financial flexibility for Opyl, enabling continued strategic investments in the growth and development of
TrialKey.
Opyl Limited
Directors' report
30 June 2024
8
No other matter or circumstance has arisen since 30 June 2024 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.
Opyl Limited
Directors' report
30 June 2024
9
Information on directors
Name:
Damon Rasheed
Title:
Executive Director
Experience and expertise:
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.
Other current directorships:
N/A
Former directorships (last 3 years):
N/A
Interests in shares:
4,247,546 ordinary shares
Interests in options:
1,220,009
Name:
Mark Simari (Appointed as Director on 4 September 2023)
Title:
Non-Executive Director
Experience and expertise:
Mark is an experienced and accomplished professional in the health industry and has
over 14 years’ Board experience in a diverse range of organisations. Mark was the
former Managing Director and Co-Founder of Paragon Care (ASX: PGC) (between 2008
and 2018). He was instrumental in Paragon Care becoming one of the largest
independent healthcare suppliers in the Australian and New Zealand Markets, creating
a healthcare platform spanning across capital equipment, consumables, devices and
service and maintenance.
Other current directorships:
Paragon Care (ASX: PGC)
Former directorships (last 3 years):
Tali Digital (ASX:TD1)
Special responsibilities:
Chair - Audit and Risk Committee
Interests in shares:
1,000,000 ordinary shares
Interests in options:
300,000
Name:
Antanas Guoga (Appointed as Director on 4 September 2023)
Title:
Non-Executive Director
Experience and expertise:
Antanas Guoga is a renowned investor, technology entrepreneur, philanthropist and
former member of the European Parliament for Lithuania (2014-2019). Antanas has
extensive technology sector experience across start-ups, business development,
management, and venture capital and is a strong advocate for innovation and
entrepreneurship. He is currently Chairman of Canadian-listed
Cypherpunk Holdings Inc. (CSE: HODL, OTC: CYFRF) and a former Non-Executive
Director of Echo IQ Limited (ASX: EIQ). During Antanas's time in the European
Parliament, he was an instrumental member of the European People's Party Group
and worked on a range of digital policies in the Internal Market and Consumer
Protection Committee.
Other current directorships:
Cypherpunk Holdings Inc. (CSE: HODL, OTC: CYFRF)
Former directorships (last 3 years):
Echo IQ Limited (ASX: EIQ)
Interests in shares:
22,624,949 ordinary shares
Interests in options:
840,000
Opyl Limited
Directors' report
30 June 2024
10
Name:
Saurabh Jain (Appointed as Director on 30 April 2024)
Title:
Executive Chair
Experience and expertise:
In 1997, Saurabh founded Netpro Express, an internet service provider that was later
acquired by Telstra. Since then, Saurabh has held various senior executive roles at
Ventia, Cushman Wakefield and was previously CEO and Executive Director of
Urbanise. Most recently, Saurabh joined the Spacetalk board where he stepped into the
role of acting CEO before transitioning to the current leadership, at which point he
stepped back into his prior role as Non-Executive Director.
Saurabh brings over 25 years of experience across both ASX boards and private
companies, leveraging his entrepreneurial and commercial acumen, a history of deep
technical expertise and oversight over transformative organisational change. His
experience will be critical in accelerating the commercialisation of TrialKey, and driving
equity value uplift across the business. Saurabh holds a Bachelor of Engineering
(Software Engineering), an Executive Master of Business Administration and a Master
of Business Technology from the Australian Graduate School of Management, UNSW.
Other current directorships:
N/A
Former directorships (last 3 years):
N/A
Interests in shares:
833,333 ordinary shares
Interests in options:
N/A
Interests in performance rights:
5,000,000
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
David Lilja
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 2024, and the
number of meetings attended by each director were:
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
Mark Ziirsen1
10
10
2
2
Megan Robertson2
2
2
1
1
Damon Rasheed
12
12
2
2
Mark Simari3
10
10
1
1
Antanas Guoga4
8
10
-
-
Saurabh Jain5
2
2
-
-
1Mark Ziirsen resigned effective 30 April 2024.
2Megan Robertson resigned effective 4 September 2023.
3Mark Simari appointed effective 4 September 2023.
4Antanas Guoga appointed effective 4 September 2023.
5Saurabh Jain appointed appointed as effective chair effective 30 April 2024.
Held: represents the number of meetings held during the time the director held office.
There were 12 meetings of directors held during the year ended 30 June 2024
Opyl Limited
Directors' report
30 June 2024
11
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
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.
Opyl Limited
Directors' report
30 June 2024
12
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 three components:
● base pay and non-monetary benefits
● 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 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 2023 Annual General Meeting ('AGM')
At the 2023 AGM, more than 99% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2024. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Opyl Limited
Directors' report
30 June 2024
13
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:
●
Mark Ziirsen - Non-Executive Director - Resigned 30 April 2024.
●
Megan Robertson - Non-Executive Director - Resigned 4 September 2023.
●
Mark Simari - Non-Executive Director - Appointed 4 September 2023.
●
Antanas Guoga - Non-Executive Director - Appointed 4 September 2023.
●
Damon Rasheed - Executive Director.
●
Saurabh Jain - Chair, Executive Director, and Chief Executive Officer - Appointed 30 April 2024.
Short-term benefits
Post-
employment
benefits
Short-term
benefits
Long-term
benefits
Share-
based
payments
non-
monetary
and
Cash salary
Cash
Super-
and
Long
service
Equity
and fees
Bonus
annuation
Annual
leave
leave
-settled
option6
Total
30 June 2024
$
$
$
$
$
$
$
Non-executive directors:
Mark Ziirsen1
206,667
-
22,767
-
-
16,628
246,062
Megan Robertson2
6,984
-
835
-
-
-
7,819
Mark Simari3
36,824
-
-
-
-
3,678
40,502
Antanas Guoga4
10,000
-
1,100
-
-
29,402
40,502
Executive Directors:
Damon Rasheed
25,000
-
2,783
-
-
20,328
48,111
Saurabh Jain5
150,000
-
-
-
-
220,929
370,929
435,475
-
27,485
-
-
290,965
753,925
1 Mark Ziirsen resigned effective 30 April 2024.
2 Megan Robertson resigned effective 4 September 2023.
3 Mark Simari appointed effective 4 September 2023.
4 Antanas Guoga appointed effective 4 September 2023.
5 Saurabh Jain appointed as Interim CEO effective 15 November 2023, appointed as Executive Chair effective 30 April 2024.
6 Share-based payments including incentive options, performance rights, and ordinary shares issued as part of director fee.
Opyl Limited
Directors' report
30 June 2024
14
Short-term benefits
Post-
employment
benefits
Short-term
benefits
Long-term
benefits
Share-
based
payments
non-
monetary
and
Cash salary
Cash
Super-
and
Long
service
Equity-
and fees
Bonus
annuation
Annual
leave
leave
settled
option
Total
2023
$
$
$
$
$
$
$
Non-executive directors:
Julian Chick1
24,881
-
2,613
-
-
2,662
30,156
Megan Robertson
40,000
-
4,200
-
-
2,662
46,862
Executive Directors:
Damon Rasheed
40,000
-
4,200
-
-
2,662
46,862
Mark Ziirsen
85,000
-
8,925
-
-
5,561
99,486
Other Key Management
Personnel:
Michelle Gallaher2
231,050
-
24,260
(5,065)
13,493
-
263,738
420,931
-
44,198
(5,065)
13,493
13,547
487,104
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - LTI
Name
30 June 2024 30 June 2023 30 June 2024 30 June 2023
Non-Executive Directors:
Mark Ziirsen
93%
94%
7%
6%
Megan Robertson
100%
94%
-
6%
Mark Simari
91%
-
9%
-
Antanas Guoga
27%
-
73%
-
Executive Directors:
Damon Rasheed
58%
94%
42%
6%
Saurabh Jain
40%
-
60%
-
1 Julian Chick resigned effective 13 February 2023.
2 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.
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Opyl Limited
Directors' report
30 June 2024
15
Name:
Saruabh Jain
Title:
Executive Chair
Agreement commenced:
15 November 2023
Term of agreement:
a) Remuneration: Fixed monthly salary $20,000;
b) Short-term incentives: No short-term incentives applicable.
c) The original agreement, initially set for a 6-month term, has been extended until a
new Chief Executive Officer assumes the role. The monthly remuneration remains
unchanged
All other Terms of Agreement are as set out in the "Details of remuneration" of this
Directors' report.
Name:
Damon Rashed
Title:
Executive Director
Agreement commenced:
20 September 2020
Term of agreement:
(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 2024, no other key management personnel have any service agreement with the consolidated entity.
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30
June 2024 are set out below:
Name
Date
Shares
Issue price
$
Mark Ziirsen
01/12/2023
420,465
$0.030
12,917
04/06/2024
249,450
$0.030
7,400
-
$0.000
-
Damon Rasheed
01/12/2023
420,465
$0.030
12,917
04/06/2024
374,175
$0.030
11,100
-
$0.000
-
Antanas Guoga
01/12/2023
72,655
$0.050
3,524
04/06/2024
748,350
$0.030
22,200
-
$0.000
-
Saurabh Jain
30/01/2024
833,333
$0.040
33,333
Opyl Limited
Directors' report
30 June 2024
16
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
Fair value
options
Vesting date and
per option
Name
granted
Grant date
exercisable date
Expiry date
Exercise price at grant date
Mark Ziirsen
100,000 1/12/2023
1/12/2024
1/12/2028
$0.050
$0.035
100,000 1/12/2023
1/12/2025
1/12/2028
$0.075
$0.034
100,000 1/12/2023
1/12/2026
1/12/2028
$0.100
$0.033
-
$0.000
$0.000
Damon Rasheed
100,000 01/12/2023
1/12/2024
1/12/2028
$0.050
$0.035
100,000 01/12/2023
1/12/2025
1/12/2028
$0.075
$0.034
100,000 01/12/2023
1/12/2026
1/12/2028
$0.100
$0.033
-
$0.000
$0.000
Mark Simari
100,000 1/12/2023
1/12/2024
1/12/2028
$0.050
$0.035
100,000 1/12/2023
1/12/2025
1/12/2028
$0.075
$0.034
100,000 1/12/2023
1/12/2026
1/12/2028
$0.100
$0.033
-
$0.000
$0.000
Antanas Guoga
100,000 1/12/2023
1/12/2024
1/12/2028
$0.050
$0.035
100,000 1/12/2023
1/12/2025
1/12/2028
$0.075
$0.034
100,000 1/12/2023
1/12/2026
1/12/2028
$0.100
$0.033
Options granted carry no dividend or voting rights.
Performance Rights
On 11 December 2023, 5,833,333 performance rights options were granted to the Interim CEO of the company to be settled
in shares in 3 tranches. The initial term of service is 6 months, being the vesting period. Each Right will convert to one ordinary
share in the Company during the performance period subject to achieving key milestones as agreed with the board.
As tranche 1 and tranche 2 only have non-market conditions, the fair value determined using a Black-Scholes model.
The 3rd tranche has market condition related to the recruitment of a successor Chief Executive Officer after 6 months initial
term and non-market conditions is conditional on Opyl’s share price trading above $0.10 for a minimum of 15 consecutive
trading days within a 5 year period from commencement of services. Accordingly, a Monte Carlo simulation of 100,000
simulations was conducted 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
realized in each ranking outcome. The total fair value was $220,929 at 30 June 2024.
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:
Number of
Vesting date and
Fair value
Name
Performance
rights
Grant date
exercisable date Expiry date
Exercise price
per option at
grant date
granted
Saurabh Jain
1,666,667 11/12/2023
15/05/2024
15/12/2028
N/A
$0.040
3,333,333 11/12/2023
15/05/2024
15/12/2028
N/A
$0.036
Tranche 1, the 833,333 performance rights were vested on 31 December 2023.
On 30 January 2024, the company issued 833,333 shares due to the exercise of tranche 1 performance rights.
There were no other performance rights issued over ordinary shares during the financial year.
Opyl Limited
Directors' report
30 June 2024
17
Additional information
The earnings of the Group for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Sales revenue
397,637
617,907
902,413
767,719
620,783
Loss after income tax
(3,130,374)
(1,726,335)
(2,085,550)
(1,143,432)
(934,904)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end ($)
0.025
0.022
0.047
0.180
0.087
Basic earnings per share (cents per share)
(1.834)
(2.156)
(3.835)
(2.831)
(6.785)
Diluted earnings per share (cents per share)
(1.834)
(2.156)
(3.835)
(2.831)
(6.785)
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:
Balance at
Balance at
the start of
Disposals/
the end of
the year
Additions
other
the year
Ordinary shares1
Damon Rasheed
328,334
3,919,212
-
4,247,546
Mark Simari2
-
1,000,000
-
1,000,000
Antanas Guoga3
-
22,624,949
-
22,624,949
Saruabh Jain4
-
833,333
-
833,333
328,334
28,377,494
-
28,705,828
1 As at 30 June 2024, Mark Ziirsen and Megan Robertson were no longer considered key management personnel, having
resigned from the Board.
2 Mark Simari appointed effective 4 September 2023.
3 Antanas Guoga appointed effective 4 September 2023.
4 Saurabh Jain appointed as Interim CEO effective 15 November 2023, appointed as executive chair effective 30 April 2024.
The additions of ordinary shares to key management personnel arose from the conversion of bridging loan, share-based
payments and the purchase of on-market shares at market value.
Opyl Limited
Directors' report
30 June 2024
18
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:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
other
the year
Options over ordinary shares
Mark Ziirsen1
1,100,000
300,000
-
1,400,000
Megan Robertson2
600,000
-
-
600,000
Damon Rasheed
1,029,998
300,000
(109,989)
1,220,009
Mark Simari3
-
300,000
-
300,000
Antanas Guoga4
440,000
400,000
-
840,000
3,169,998
1,300,000
(109,989)
4,360,009
Balance at
Vested
Unvested
the end of
options
options
the year
Options over ordinary shares
-
-
-
Mark Ziirsen1
800,000
600,000
1,400,000
Megan Robertson2
200,000
400,000
600,000
Damon Rasheed
620,009
600,000
1,220,009
Mark Simari3
-
300,000
300,000
Antanas Guoga4
540,000
300,000
840,000
2,160,009
2,200,000
4,360,009
1 Mark Ziirsen resigned effective 30 April 2024.
2 Megan Robertson resigned effective 4 September 2023.
3 Mark Simari appointed effective 4 September 2023.
4 Antanas Guoga appointed effective 4 September 2023.
During the financial year ended 30 June 2024, 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 2024, 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 $351,673 has been incurred.
30 June 2024
$
RDI Consulting Pty Ltd
193,855
Zappli Pty Ltd
157,818
351,673
As Damon Rasheed is a shareholder of RDI Consulting Pty Ltd, as such RDI Consulting Pty Ltd is considered a related party.
RDI Consulting is a major shareholder of Zappli Pty Ltd, Zappli Pty Ltd is considered a related party.
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
Opyl Limited
Directors' report
30 June 2024
19
Exercise
Number under
Grant date
Expiry date
price
option
15/12/2016
05/12/2026
$1.200
42,480
06/02/2017
06/02/2027
$0.800
6,000
20/03/2017
20/03/2027
$2.500
14,916
01/04/2017
01/04/2027
$0.600
60,000
27/11/2019
27/11/2024
$0.300
20,000
27/11/2019
27/11/2024
$0.300
20,000
27/11/2019
27/11/2024
$0.300
20,000
10/12/2019
29/01/2024
$0.800
2,335,000
07/11/2020
07/11/2025
$0.300
400,000
07/11/2020
07/11/2025
$0.500
400,000
07/11/2020
07/11/2025
$0.750
400,000
26/07/2021
26/07/2024
$0.250
90,000
10/09/2021
10/06/2027
$0.300
500,000
10/12/2021
10/12/2026
$0.300
400,000
10/12/2021
10/12/2026
$0.500
400,000
10/12/2021
10/12/2026
$0.750
400,000
26/07/2022
26/07/2025
$0.043
580,000
10/12/2022
10/12/2027
$0.027
600,000
10/12/2022
10/12/2027
$0.025
400,000
10/12/2022
10/12/2027
$0.024
400,000
03/01/2023
30/12/2026
$0.022
666,663
15/08/2023
17/08/2028
$0.040
1,000,000
15/09/2023
15/09/2028
$0.050
1,000,000
15/10/2023
15/10/2028
$0.050
1,000,000
15/11/2023
15/11/2028
$0.040
1,000,000
01/12/2023
01/12/2026
$0.030
12,250,000
01/12/2023
01/12/2028
$0.050
400,000
01/12/2023
01/12/2028
$0.080
400,000
01/12/2023
01/12/2028
$0.100
400,000
15/12/2023
15/12/2028
$0.040
1,000,000
15/01/2024
15/01/2029
$0.040
1,000,000
04/06/2024
04/06/2027
$0.050
5,000,000
04/06/2024
04/06/2027
$0.050
5,000,000
37,605,059
Performance rights
Number under
Grant date
Expiry date
Exercise price
performance
rights
11/12/2023
15/12/2028
N/A
1,666,667
11/12/2023
15/12/2028
N/A
3,333,333
5,000,000
Shares issued on the exercise of option and performance rights
There were no ordinary shares of Opyl Limited issued on the exercise of options during the year ended 30 June 2024 and up
to the date of this report.
The following ordinary shares of Opyl Limited were issued during the year ended 30 June 2024 and up to the date of this
report on the exercise of performance rights granted:
Opyl Limited
Directors' report
30 June 2024
20
Exercise
Number of
Date performance rights granted
price
shares issued
11 December 2023
$0.000
833,333
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure
of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on
behalf of the company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the company who are former partners of William Buck
There are no officers of the company who are former partners of William Buck.
Auditor
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
___________________________
Saurabh Jain
Executive Chair
29 August 2024
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.
Lead Auditor’s Independence Declaration under Section 307C of
the Corporations Act 2001
To the directors of Opyl Limited
As lead auditor for the audit of Opyl Limited for the year ended 30 June 2024, I declare that, to the best of
my knowledge and belief, 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.
This declaration is in respect of Opyl Limited and the entities it controlled during the year.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
R. P. Burt
Director
Melbourne, 29 August 2024
Opyl Limited
Contents
30 June 2024
22
Consolidated statement of profit or loss and other comprehensive income
23
Consolidated statement of financial position
24
Consolidated statement of changes in equity
25
Consolidated statement of cash flows
26
Notes to the consolidated financial statements
27
Consolidated entity disclosure statement
51
Directors' declaration
52
Independent auditor's report to the members of Opyl Limited
53
Shareholder information
55
General information
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:
Level 10, 99 Queen Street
Melbourne, VIC 3000, 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 2024. The
directors have the power to amend and reissue the financial statements.
Opyl Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Note 30 June 2024 30 June 2023
$
$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
23
Revenue from contracts with customers
4
397,637
617,907
Other income
5
534,439
606,963
Expenses
Employee benefits expense
6
(1,085,937)
(1,371,814)
Depreciation and amortisation expense
(25,249)
(26,056)
Loss on disposal of assets
(12,047)
-
Corporate compliance and management
(62,232)
(26,912)
Finance costs
6
(426,460)
(2,101)
Occupancy costs
(47,212)
(55,266)
Administration
(977,006)
(957,878)
Consultancy costs
(440,170)
(85,336)
Research & development costs
(275,682)
(249,388)
Share based payments
6
(710,455)
(176,454)
Loss before income tax expense
(3,130,374)
(1,726,335)
Income tax expense
-
-
Loss after income tax expense for the year attributable to the owners of Opyl
Limited
(3,130,374)
(1,726,335)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive loss for the year attributable to the owners of Opyl
Limited
(3,130,374)
(1,726,335)
Cents
Cents
Basic earnings per share
24
(1.834)
(2.156)
Diluted earnings per share
24
(1.834)
(2.156)
Opyl Limited
Consolidated statement of financial position
As at 30 June 2024
Note 30 June 2024 30 June 2023
$
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
24
Assets
Current assets
Cash and cash equivalents
7
374,645
452,877
Trade and other receivables
7,714
219,136
Assets - Other
5,255
-
Total current assets
387,614
672,013
Non-current assets
Other investment assets
8
2
-
Property, plant and equipment
17,982
14,347
Capitalised software development
-
23,222
Assets - Other
6,000
-
Total non-current assets
23,984
37,569
Total assets
411,598
709,582
Liabilities
Current liabilities
Trade and other payables
9
496,135
614,552
Borrowings
10
-
300,000
Employee benefits
5,483
155,002
Contract liabilities
11
-
30,476
Total current liabilities
501,618
1,100,030
Non-current liabilities
Employee benefits
140
13,138
Total non-current liabilities
140
13,138
Total liabilities
501,758
1,113,168
Net liabilities
(90,160)
(403,586)
Equity
Issued capital
12
22,501,913
19,918,235
Reserves
13
1,135,345
643,767
Accumulated losses
(23,727,418)
(20,965,588)
Total deficiency in equity
(90,160)
(403,586)
Opyl Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
25
Issued
Accumulated
Total
deficiency in
equity
capital
Reserves
losses
$
$
$
$
Balance at 1 July 2022
19,271,401
366,683
(19,371,076)
267,008
Loss after income tax expense for the year
-
-
(1,726,335)
(1,726,335)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive loss for the year
-
-
(1,726,335)
(1,726,335)
Transactions with owners in their capacity as owners:
Proceeds for share capital issued during the year
770,391
-
-
770,391
Proceeds for share capital issued after report date (see note
12)
-
217,500
-
217,500
Cost of capital raise
(123,557)
-
-
(123,557)
Lapse of expired options
-
(131,823)
131,823
-
Vesting charge for share-based payments
-
191,407
-
191,407
Balance at 30 June 2023
19,918,235
643,767
(20,965,588)
(403,586)
Issued
Accumulated
Total
deficiency in
equity
capital
Reserves
losses
$
$
$
$
Balance at 1 July 2023
19,918,235
643,767
(20,965,588)
(403,586)
Loss after income tax expense for the year
-
-
(3,130,374)
(3,130,374)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive loss for the year
-
-
(3,130,374)
(3,130,374)
Proceeds for share capital issued during the year
2,750,977
(33,333)
-
2,717,644
Proceeds for share capital issued after report date (see note
12 )
-
(217,500)
-
(217,500)
Cost of capital raise
(167,299)
-
-
(167,299)
Transactions with owners in their capacity as owners:
Lapse of expired options
-
(368,544)
368,544
-
Vesting charge for share-based payments
-
1,110,955
-
1,110,955
Balance at 30 June 2024
22,501,913
1,135,345
(23,727,418)
(90,160)
Opyl Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Note 30 June 2024 30 June 2023
$
$
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
26
Cash flows from operating activities
Receipts from customers
398,583
601,242
Government grants and incentives
530,581
606,677
Payments to suppliers and employees
(2,989,697)
(2,572,518)
Interest received
3,858
287
Net cash used in operating activities
23
(2,056,675)
(1,364,312)
Cash flows from investing activities
Payments for property, plant and equipment
(17,712)
(2,221)
Net cash used in investing activities
(17,712)
(2,221)
Cash flows from financing activities
Proceeds from issue of shares
12
2,039,358
957,891
Share issue transaction costs
(189,166)
(74,815)
Proceeds from borrowings
10
150,000
150,000
Transaction costs related to borrowings
(4,037)
-
Net cash from financing activities
1,996,155
1,033,076
Net decrease in cash and cash equivalents
(78,232)
(333,457)
Cash and cash equivalents at the beginning of the financial year
7
452,877
786,334
Cash and cash equivalents at the end of the financial year
7
374,645
452,877
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
27
Note 1. Material accounting policy information
The principle accounting policies adopted are consistent with those of the previous financial year and corresponding interim
reporting period, unless otherwise stated.
The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with
those of the previous financial year, 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 $3,130,374 and net cash outflows from operations of $2,056,675
for the year ended 30 June 2024, and had working capital deficits of $114,004 at 30 June 2024. The cash balance at 30 June
2024 was $374,645. There were no borrowings as at 30 June 2024.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
28
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:
●
First Contract Secured: TrialKey has secured its first contract with Brain Vector, valued at up to A$30,000, for providing
trial optimisation services. This milestone validates the TrialGen platform's effectiveness and underscores Opyl's
commitment to advancing clinical research.
●
Launch of Trial Gen: Opyl has launched 'Trial Gen' by TrialKey, an innovative AI-powered tool that enhances our existing
platform by automating clinical trial protocol design, significantly improving efficiency and success rates for
pharmaceutical companies, biopharmaceutical firms, and Contract Research Organisations (CROs).
●
Marketing Initiatives: This quarter, TrialKey significantly boosted its visibility through highprofile events like the Digital
Health Festival and Global Clinical Trials Connect—our first international event—alongside extensive media coverage,
enhancing our global growth and connections with key industry contacts in pharmaceutical and clinical research sectors.
●
Opin Divestment: Opyl successfully divested Opin to Dr. Hugo Stephenson, now rebranded as Trial Screen, which
subsequently received a $1.2 million investment and a retained 20% stake. This move improves Opyl's financial position,
reducing annual cash outflows by $700k, and allows a stronger focus on advancing TrialKey.ai.
●
Establishment of a Biotech Fund: Opyl has partnered with L39 Capital to launch a Biotech Fund utilising TrialKey
technology, aiming to significantly enhance revenue streams and market positioning while demonstrating the
transformative potential of AI in biotech investments. Opyl will receive $25,000 as a setup cost and 25% of the funds
fees.
●
Signing of a Memorandum of Understanding (MOU): Opyl has signed a major strategic MOU with the Xco consortium to
establish a joint venture for exclusive marketing, distribution, and sale of Opyl's TrialKey products in Europe, the Middle
East, Africa, and North America.
●
R&D loan facility: Opyl has entered an R&D loan facility from EndPoint Capital Pty Ltd for $195,000. This loan is secured
against the FY24 R&D claim, based on previous successful claims. Additionally, a consortium of lenders has provided
another $100,000 loan, which is secured against the FY25 R&D claim. See note 22 for further details.
●
Loans: On August 22, 2024, Opyl secured an additional $300,000 through a 24-month long-term loan agreement with a
consortium of lenders, with an option for repayment through equity settlement. Of this amount, $200,000 was provided
by Antanas Guoga, Director of Opyl. Additionally, Opyl obtained $300,000 in short-term financing from Peak Asset
Management, with a Sunset Date in September 2025. Funds to be allocated towards the expansion and continuous
improvement of TrialKey, targeted marketing initiatives, and working capital. See note 22 for further details.
●
Other opportunity: Accessing government grants and incentives available to technology innovation companies like Opyl,
beyond the R&D tax concession;
●
Cash management: 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. The company currently has
its full placement capacity under both ASX Listing Rule 7.1 (15%) and 7.1A (10%) which it can utilise.
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 20.
The parent entity disclosure related to the legal parent entity, Opyl Limited.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
29
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 2024 and the results of all subsidiaries for the year then ended. Opyl Limited and its subsidiaries
together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvements with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisitions of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
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.
Revenue recognition
Rendering of services
The consolidated entity primarily generates revenue from sale of its annual subscription services, which enable its customer
to access an online platform that allows them to search and source user generated content. The consolidated entity also sells
advertising and content services that are sold in a one-off basis rather than a subscription model.
The consolidated entity recognises subscription revenue over the subscription period (generally 1 year) on a straight-line
basis. For contracts where the consolidated entity is able to provide advertising services for a specific contract period,
advertising revenue is recognised ratably over the advertising term.
In relation to the revenue streams of the consolidated entity, the main revenue streams are recognised as follows:
SaaS revenue - This refers to SaaS platform that customers pay for in order to be compliant in how they market to consumers,
gather data and respect consumer privacy. Revenue from the sale of annual subscription services, which enable customers
to access an online platform that allows then to search and source user generated content, is recognised over the subscription
period (generally 1 year) on a straight line basis. The performance obligation is satisfied over time. As at 30 June 2024, 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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
30
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.
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.
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.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either
amortised cost or fair value depending on their classification. Classification is determined based on both the business model
within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting
mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering
part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to
obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
31
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised
in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance
reduces the asset's carrying value with a corresponding expense through profit or loss.
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.
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
32
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.
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 1. Material accounting policy information (continued)
33
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.
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.
Recognition of financial asset
Management has assessed the 20% shareholding investment held in Trial Screen Pty Ltd is a financial asset in light of the
group having no significant influence being maintained through its shareholding. This reflects the group having no
representation on the board, providing no resources and no strategic or policy making decision to Trial Screen Pty Ltd through
to 30 June 2024.
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
34
Note 4. Revenue from contracts with customers
30 June 2024 30 June 2023
$
$
Retainer revenue
191,513
259,509
Project revenue
206,124
354,098
Other
-
4,300
Revenue from contracts with customers
397,637
617,907
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
30 June 2024 30 June 2023
$
$
Timing of revenue recognition
Services transferred at a point in time
191,513
259,509
Services transferred over time
206,124
358,398
397,637
617,907
Major customer revenue contribution
30 June 2024 30 June 2023
$
$
Customers contributing more than 10% of revenue
Monash University
94,378
136,059
Murdoch Children's Research Institute
89,750
-
GlaxoSmithKline Australia Pty Ltd
51,307
-
BioCurate Pty Ltd
50,000
59,000
360biolabs
47,135
68,750
Bristol-Myer Squibb Australia Pty Ltd
38,720
83,750
Aspiring Trial Study Group
-
101,622
Revenue amount
371,290
449,181
%
%
Percentage of total revenue
Monash University
24%
22%
Murdoch Children's Research Institute
23%
-
GlaxoSmithKline Australia Pty Ltd
13%
-
BioCurate. Pty ltd
13%
10%
360biolabs
12%
11%
Bristol-Myer Squibb Australia Pty Ltd
10%
14%
Aspiring Trial Study Group
-
16%
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
35
Note 5. Other income
30 June 2024 30 June 2023
$
$
Interest income
3,858
286
R&D tax refund
530,581
570,077
Government Grants
-
36,600
Other income
534,439
606,963
Note 6. Expenses
30 June 2024 30 June 2023
$
$
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable
426,460
2,101
Share issue to key management personnel & employees
Share based payments
710,455
176,454
Superannuation expense
Defined contribution superannuation expense
103,454
140,055
Note 7. Cash and cash equivalents
30 June 2024 30 June 2023
$
$
Current assets
Cash on hand
12
12
Cash at bank
374,633
452,865
374,645
452,877
Note 8. Other investment assets
30 June 2024 30 June 2023
$
$
Non-current assets
Other investments
2
-
Opyl holds a 20% share in Trial Screen Pty Ltd as part of the Asset Sale and Purchase Agreement in relation to the divestment
of Opin asset. On disposal of the assets of Opin, the group recognised a loss on disposal of $12,047. See note 2 with respect
to judgements made in respect of consideration of shareholding in Trial Screen Pty Ltd as a financial asset.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
36
Note 9. Trade and other payables
30 June 2024 30 June 2023
$
$
Current liabilities
Trade payables
236,932
194,067
Other payables and accruals
259,203
420,485
496,135
614,552
Note 10. Borrowings
30 June 2024 30 June 2023
$
$
Current liabilities
Short-term bridging loans
-
300,000
Refer to note 15 for further information on financial instruments.
In June 2023, the company, entered into short-term bridging loan agreements with a consortium of lenders as part of the
company’s capital raise exercise, which it received 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 were contained to the following terms subject to and conditional on
shareholder approval at the Company’s AGM on 29 November 2023:
●
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.
The loans proceeds of $150,000 was received by 30 June 2023, and the remaining balance fully received by 10 July 2023.
On 1 December 2023, the principal amount of the Loans have been converted into shares at $0.03 per share.
On 1 December 2023, 5,000,000 options with an exercise price of $0.03 and a maturity date of three years from the date of
issue are issued pro-rata to the Lenders in lieu of cash interest payments being paid on the Loan.
Note 11. Contract liabilities
30 June 2024 30 June 2023
$
$
Current liabilities
Contract liabilities
-
30,476
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 nil as at 30 June 2024 (30 June 2023: $30,476) as is expected to be recognised as revenue in future
periods as follows:
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 11. Contract liabilities (continued)
37
30 June 2024 30 June 2023
$
$
Within 6 months
-
29,610
6 to 12 months
-
866
12 to 18 months
-
-
18 to 24 months
-
-
-
30,476
Note 12. Issued capital
30 June 2024 30 June 2023 30 June 2024 30 June 2023
Shares
Shares
$
$
Ordinary shares - fully paid
170,714,634
80,065,065
22,501,913
19,918,235
Movements in ordinary share capital
Details
Date
Shares
$
Balance
1 July 2022
54,385,385
19,271,401
Issue of shares - placement
3 January 2023
9,666,667
290,000
Rights issue
15 February 2023
11,858,954
355,768
Issue of shares - shortfall placement
04 April 2023
4,154,059
124,622
Share issue cost
-
(123,556)
Balance
30 June 2023
80,065,065
19,918,235
Issue of shares - placement
7 July 2023
7,250,000
217,500
Issue of shares - equity settlement
1 December 2023
12,931,480
390,085
Issue of shares - placement
18 December 2023
19,200,000
576,000
Issue of shares - placement
18 January 2024
18,238,594
687,158
Issue of shares - exercise of performance rights
30 January 2024
833,333
33,333
Issue of shares - placement
8 February 2024
29,540,010
746,201
Issue of shares - equity settlement
13 February 2024
770,094
35,000
Issue of shares - equity settlement
14 March 2024
300,335
15,000
Issue of shares - equity settlement
5 April 2024
213,748
10,000
Issue of shares - equity settlement
4 June 2024
1,371,975
40,700
Share issue cost
-
(167,299)
Balance
30 June 2024
170,714,634
22,501,913
During the period, the company granted options to employees under its Employee Share Plan with the fair value determined
using a Black-Scholes model per the following:
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 12. Issued capital (continued)
38
On 7 July 2023, 7,250,000 fully paid ordinary shares were issued at a price of $0.03 each, totalling $217,500 (before costs).
This placement was completed in June 2023. $187,500 received by 30 June 2023, and the remaining balance, $30,000, was
received on 3 July 2023.
On 18 December 2023, 19,200,000 shares were issued at a price of $0.03 each, totalling $576,000 (before costs) .
On 18 January 2023, the company raised an additional $547,158 (before costs) through the issuance of 18,238,594 shortfall
shares at $0.03 per share under the shortfall facility of the rights issue, which closed on 15 January 2024.
On 8 February 2024, the company raised a further $886,201 (before costs) through a shortfall top-up facility (Top-Up Offer)
and Partial Underwriting, issuing 24,873,355 shares for $746,201 and 4,666,666 shares for $140,000, respectively, at $0.03
per share.
On 30 January 2024, the company issued 833,333 shares due to the exercise of performance rights, with a total value of
$33,333.
Additionally, the company issued the following shares in lieu of cash payment:
On 1 December 2023, the company issued shares for the following settlements as approved at the company’s Annual General
Meeting (AGM) on 29 November 2023:
●
Outstanding Director fees to Mark Ziirsen, Damon Rasheed, and Antanas Guoga: 913,585 shares, totalling $29,357;
●
Consulting fees for Zappli Pty Ltd: 2,017,895 shares at $0.03 each, totalling $60,728; and
●
Conversion of a bridging loan: 10,000,000 shares at $0.03 each, totalling $300,000.
On 13 February 2024, the company issued 429,185 shares at a price of $0.05 each, totalling $20,000, to Aurum Data Pty Ltd
as settlement for outstanding fees. This is approved at the company’s Annual General Meeting (AGM) on 27 May 2024.
On 4 June 2024, the company issued a total of 1,371,975 shares, totalling $40,700 to Mark Ziirsen, Damon Rasheed, and
Antanas Guoga as settlement for outstanding director fees.
During the period, the company issued shares for the settlements of outstanding liabilities to Vesparum Capital Pty Ltd:
●
On 13 February 2024, the company issued 340,909 shares at $0.04 each, totalling $15,000;
●
On 14 March 2024, the company issued 300,335 shares at $0.05 each, totalling $15,000; and
●
On 5 April 2024, the company issued 213,748 shares at $0.05 each, totalling $10,000.
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
39
Note 13. Reserves
30 June 2024 30 June 2023
$
$
Foreign currency reserve
(381,075)
(381,075)
Options reserve
1,516,420
807,342
Capital reserve
-
217,500
1,135,345
643,767
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.
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 14. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 15. 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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 15. Financial instruments (continued)
40
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 16. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the company is set out
below:
30 June 2024 30 June 2023
$
$
Short-term employee benefits
435,475
415,866
Post-employment benefits
27,485
44,198
Long-term benefits
-
13,493
Share-based payments including performance rights
290,965
13,547
753,925
487,104
Note 17. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the
company.
30 June 2024 30 June 2023
$
$
Audit services
Audit or review of the financial statements - William Buck
44,321
39,630
Note 18. Contingent liabilities
On 3 September 2021, the former CEO of the Group, Michelle Gallaher, 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 2024, 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 2024 (30 June 2023: $Nil). The bonus conditions
in place did not cease with the change of role and position for the former CEO.
Michelle Gallaher resigned on 31 August 2023 from her new role as General manager Trial Key. During this period, the bonus
conditions were not met, and no bonus was paid.
The company had no other contingent liabilities as at 30 June 2024 (30 June 2023: $Nil)
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
41
Note 19. 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 16 and the remuneration report included in the directors'
report.
Transactions with related parties
During the financial year ended 30 June 2024, 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 $351,673 has been incurred.
30 June 2024 30 June 2023
$
$
RDI Consulting Pty Ltd
157,818
194,775
Zappli Pty Ltd
193,855
149,089
As Damon Rasheed is a shareholder of RDI Consulting Pty Ltd, as such RDI Consulting Pty Ltd is considered a related party.
RDI Consulting Pty Ltd is a major shareholder of Zappli Pty Ltd, Zappli Pty Ltd 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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
42
Note 20. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
30 June 2024 30 June 2023
$
$
Loss after income tax
(2,432,016)
(1,075,033)
Total comprehensive income
(2,432,016)
(1,075,033)
Statement of financial position
30 June 2024 30 June 2023
$
$
Total current assets
351,091
566,544
Total non-current assets
2
23,222
Total assets
351,093
589,766
Total current liabilities
338,621
775,214
Total non-current liabilities
140
-
Total liabilities
338,761
775,214
Equity
Issued capital
22,466,342
19,882,664
Options reserve
1,516,420
807,342
Accumulated losses
(24,110,438)
(22,046,965)
Total equity/(deficiency)
(127,676)
(1,356,959)
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 2024 and 30 June 2023.
Contingent liabilities
Except for as disclosed in note 18, there are no further contingent liabilities for the parent entity 30 June 2023 (nil).
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
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 21. 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;
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 21. Interest in subsidiaries (continued)
43
Principal place of business /
Ownership of
interest
Ownership of
interest
Name
Country of incorporation
2024
2023
%
%
Legal parent
Opyl Limited
Australia
-
-
ShareRoot Inc
United States of America
100.00%
100.00%
ShareRoot (Australian Ops) Pty Ltd
Australia
100.00%
100.00%
Opyl Services (Formerly The Social Science
Pty Ltd)
Australia
100.00%
100.00%
Ludomade, Inc
United States of America
100.00%
100.00%
Note 22. Events after the reporting period
As announced on 8 July 2024, the company has partnered with L39 Capital Pty Ltd to launch an AI Biotech Fund using
TrialKey technology. The company will receive $25,000 in the first 12 months, under a perpetual license arrangement of
TrialKey, aiming for $100 million in funds under management within 36 months. The company will also gain a 19.9% equity
stake and a 25% fee share of future fund revenue.
The aim of the Fund is to generate significant capital appreciation for investors and to serve as a proof of concept to
demonstrate the value of TrialKey’s predictive model in selecting successful biotech and pharmaceutical stocks. If successful,
the fund will create significant value for Opyl and the owners of the Manager through performance fees via rapid growth in
FUM or a potential sale, either to a third party or potentially to Opyl via a sale between the Parties to this Agreement.
As announced on 8 July 2024, the company has signed a Memorandum of Understanding (MOU) with the Xco consortium to
expand into the EMEA and North American markets. The Joint Venture (JV) will focus on marketing and selling Opyl's TrialKey
products. This agreement is contingent upon both parties successfully completing and being satisfied with the outcome of
their due diligence on each other and the proposed Joint Venture. Opyl is also required to meet the service delivery metrics
and service level agreements established by the Joint Venture; otherwise, a reduction in the agreed proportion of profit or
revenue share from the Joint Venture entities for the specified period will be implemented.
Key terms include a three-month due diligence period, a $1.5 million cash payment to Opyl, and a capital raise aiming for
$4.4-7.4 million within nine months. Opyl will hold a 20% equity stake in the JV, initially receive 20% of the first $1.8 million in
revenue, and 40% of revenue thereafter. Opyl will also appoint one director to the JV's board. Revenue targets are set at $1.5
million in the first year, $2.9 million in the second, and $5.9 million in the third year.
On 22 July 2024, the company, entered into an R&D loan facility from EndPoint Capital Pty Ltd (Lender) for $195,000 which
is secured against the FY24 R&D claim based on prior successful experiences (Loans). The Loans require repayment on the
earlier of:
● The date the R&D refund is received; or
● The maturity date, 30 November 2024
The interest rate is 16%, and is calculated and will be paid by the company to the Lender according to the following terms:
● Interest will be calculated and accrue in arrears on a daily basis at the applicable rate.
● If the Loan is repaid before the end of the term, the minimum amount of interest payable will be based on the Minimum
Interest Period.
● Any accrued and unpaid interest will be capitalized and added to the Loan on the first day of each calendar month.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 22. Events after the reporting period (continued)
44
As announced on 22 August 2024, the company secured $700,000 AUD through short-term loans agreements with a
consortium of lenders. Funds to be allocated towards the continuous improvement of TrialKey, targeted marketing initiatives,
and working capital.
These loans have three parts:
Loans $100k
These Loans require repayment on the earlier of:
● receipt of Company's Research and Development (R&D) tax refund from the Australian Taxation Office (ATO) for the
financial period ended 30 June 2025 ; or
● 31 December 2025.
Interests on the Loans will accrue at a rate of 1.5% per month and is payable by the Company to the Lenders in cash on a
quarterly basis.
Options of 1,000,000 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 as part of the consideration for the Lenders providing the Loans to the Company. Shareholder approval
for the issue of options will be obtained at the Company’s AGM.
Loans $300k
This includes $200,000 from Antanas Guoga, the director of the Company, and $100,000 from Peak Asset Management. Both
loans are subject to the same terms outlined below:
These Loans require repayment on the earlier of:
● The Lender(s) convert the principal amount of a Loan into shares; or
● on the date that is 24 months after the date of the Agreement.
Interests on the Loans will accrue at a rate of 1.5% per month and is payable by the Company to the Lenders in cash on a
quarterly basis.
These Loans contains the following terms subject to and conditional on shareholder approval at the Company’s forthcoming
AGM:
● Options of 3,000,000 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 as part of the consideration for the Lenders providing the Loans to the Company. Shareholder
approval for the issue of options will be obtained at the Company’s AGM; and
● The principal amount of the Loans will be converted into fully paid ordinary shares in the capital of the Company at a
conversion price of $0.02 per share (“Conversion Shares”). For every 2 Conversion Shares issued, the Lender will receive 1
free attaching option (“Conversion Options”). The Conversion Options shall have an exercise price of $0.05 per share and a
maturity date of three years from the date of issue. The issuance of the Conversion Shares and Conversion Options shall be
subject to the Borrower obtaining shareholder approval to issue the Conversion Shares and Conversion Options at its next
AGM.
Drawdown Loan $300k
The Company has also secured a separate drawdown loan of $300,000 AUD from Peak Asset Management, under a new
loan agreement. This drawdown facility allows the Company to request funds up to the total facility amount. The loan is
unsecured and carries an interest rate of 18% per annum, compounding daily and payable in full on the repayment date. The
repayment date is set for the earlier of the occurrence of a Default Event, when the Company has sufficient working capital,
or the Sunset Date in September 2025, unless prior alternative arrangements have been agreed upon. This drawdown facility
provides additional financial flexibility for Opyl, enabling continued strategic investments in the growth and development of
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 22. Events after the reporting period (continued)
45
TrialKey.
No other matter or circumstance has arisen since 30 June 2024 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 23. Reconciliation of loss after income tax to net cash used in operating activities
30 June 2024 30 June 2023
$
$
Loss after income tax expense for the year
(3,130,374)
(1,726,335)
Adjustments for:
Depreciation and amortisation
25,249
26,056
Net loss on disposal of non-current assets
12,047
-
Share-based payments
1,110,955
176,454
Change in operating assets and liabilities:
Decrease in trade and other receivables
226,245
84,722
Decrease/(increase) in prepayments
(11,255)
7,621
Increase/(decrease) in deferred revenue
(30,476)
(101,387)
Increase/(decrease) in trade and other payables
(259,066)
168,557
Net cash used in operating activities
(2,056,675)
(1,364,312)
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
46
Note 24. Earnings per share
30 June 2024 30 June 2023
$
$
Loss after income tax attributable to the owners of Opyl Limited
(3,130,374)
(1,726,335)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
170,714,634
80,065,065
Weighted average number of ordinary shares used in calculating diluted earnings per share
170,714,634
80,065,065
Cents
Cents
Basic earnings per share
(1.834)
(2.156)
Diluted earnings per share
(1.834)
(2.156)
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.
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
47
Note 25. 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.
During the period, the company granted options to employees under its Employee Share Plan with the fair value determined
using a Black-Scholes model per the following:
●
On 15 August 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $44,302;
●
On 15 September 2023, 1,000,000 options were granted at an exercise price of $0.05 totalling a fair value of $40,489;
●
On 15 October 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $38,997;
●
On 15 November 2023, 1,000,000 options were granted at an exercise price of $0.05 totalling a fair value of $37,636;
●
On 15 December 2023, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $29,689;
and
●
On 15 January 2024, 1,000,000 options were granted at an exercise price of $0.04 totalling a fair value of $25,368.
The fair value of the above awards were recognised on issue as there were no vesting conditions attached to the options.
On 1 December 2023, 1,200,000 options granted to key management personnel at exercise prices of $0.05, $0.08, and $0.10
totalling a fair value of $41,118 which was determined using a Black-Scholes model. A share-based expense of $2,082 was
recognised at 31 December 2023. The only vesting conditions that apply to the exercise of the Incentive Options is the passage
of time, with one-third of the Incentive Options vesting 1 year from the issue date, a further one-third of the Incentive Options
vesting 2 years from the issue date, and the final one-third of the Incentive Options vesting 3 years from the issue date.
On 1 December 2023, 7,250,000 options (Attaching Options) were granted to bridging loan lenders at an exercise price of
$0.03 totalling a fair value of $237,030 which was determined using a Black-Scholes model. A finance cost of $237,030 was
recognised at 31 December 2023.
On 1 December 2023, 5,000,000 options (Loan Options) were granted to bridging loan lenders at an exercise price of $0.03
totalling a fair value of $163,469 which was determined using a Black-Scholes model. A finance cost of $163,469 was
recognised at 31 December 2023.
On 4 June 2024, 5,000,000 options (Broker Options) were granted at an exercise price of $0.045 totalling a fair value of
$102,502 which was determined using a Black-Scholes model.
On 4 June 2024, 5,000,000 options (Broker Options) were granted at an exercise price of $0.053 totalling a fair value of
$99,769 which was determined using a Black-Scholes model.
Set out below are summaries of options granted under the plan:
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 25. Share based payments (continued)
48
Balance at
Expiry/
Balance at
the start of
Forfeited/
the end of
Grant Date
Expiry Date
Exercise Price
the year
Granted
Exercised
Other
the year
15/12/2016
05/12/2026
$1.200
42,480
-
-
-
42,480
06/02/2017
06/02/2027
$0.800
6,000
-
-
-
6,000
20/03/2017
20/03/2027
$2.500
14,916
-
-
-
14,916
01/04/2017
01/04/2027
$0.600
52,500
-
-
-
52,500
24/07/2018
24/07/2023
$0.100
250,000
-
-
(250,000)
-
15/10/2018
18/09/2023
$0.400
3,000
-
-
(3,000)
-
08/02/2019
08/02/2024
$0.500
109,998
-
-
(109,998)
-
21/03/2019
21/03/2024
$0.500
109,998
-
-
(109,998)
-
13/05/2019
13/05/2024
$0.500
109,998
-
-
(109,998)
-
27/11/2019
27/11/2024
$0.300
20,000
-
-
-
20,000
27/11/2019
27/11/2024
$0.300
20,000
-
-
-
20,000
27/11/2019
27/11/2024
$0.300
20,000
-
-
-
20,000
10/12/2019
29/01/2024
$0.800
2,335,000
-
-
-
2,335,000
07/11/2020
07/11/2025
$0.300
400,000
-
-
-
400,000
07/11/2020
07/11/2025
$0.500
400,000
-
-
-
400,000
07/11/2020
07/11/2025
$0.750
400,000
-
-
-
400,000
26/01/2018
26/01/2023
$0.600
7,500
-
-
-
7,500
26/07/2021
26/07/2024
$0.250
90,000
-
-
-
90,000
10/09/2021
10/09/2027
$0.300
500,000
-
-
-
500,000
10/09/2021
10/09/2028
$0.500
500,000
-
-
(500,000)
-
10/09/2021
10/09/2029
$0.750
500,000
-
-
(500,000)
-
10/12/2021
10/12/2026
$0.300
400,000
-
-
-
400,000
10/12/2021
10/12/2026
$0.500
400,000
-
-
-
400,000
10/12/2021
10/12/2026
$0.750
400,000
-
-
-
400,000
26/07/2022
26/07/2025
$0.100
580,000
-
-
-
580,000
10/12/2022
10/12/2027
$0.100
600,000
-
-
-
600,000
10/12/2022
10/12/2027
$0.150
400,000
-
-
-
400,000
10/12/2022
10/12/2027
$0.200
400,000
-
-
-
400,000
03/01/2023
30/12/2026
$0.060
666,663
-
-
-
666,663
15/08/2023
17/08/2028
$0.040
-
1,000,000
-
-
1,000,000
15/09/2023
15/09/2028
$0.050
-
1,000,000
-
-
1,000,000
15/10/2023
15/10/2028
$0.050
-
1,000,000
-
-
1,000,000
15/11/2023
15/11/2028
$0.040
-
1,000,000
-
-
1,000,000
01/12/2023
01/12/2026
$0.030
-
12,250,000
-
-
12,250,000
01/12/2023
01/12/2028
$0.050
-
400,000
-
-
400,000
01/12/2023
01/12/2028
$0.075
-
400,000
-
-
400,000
01/12/2023
01/12/2028
$0.100
-
400,000
-
-
400,000
15/12/2023
15/12/2028
$0.040
-
1,000,000
-
-
1,000,000
15/01/2024
15/01/2029
$0.040
-
1,000,000
-
-
1,000,000
04/06/2024
04/06/2027
$0.045
-
5,000,000
-
-
5,000,000
04/06/2024
04/06/2027
$0.053
-
5,000,000
-
-
5,000,000
9,738,053
29,450,000
-
(1,582,994)
37,605,059
Weighted average exercise price
$0.466
$0.041
$0.000
$0.516
$0.131
Set out below are the options exercisable at the end of the financial year:
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 25. Share based payments (continued)
49
2024
2023
Grant date
Expiry date
Number
Number
15/12/2016
05/12/2026
42,480
42,480
06/02/2017
06/02/2027
6,000
6,000
20/03/2017
20/03/2027
14,916
14,916
01/04/2017
01/04/2027
60,000
60,000
24/07/2018
24/07/2023
-
250,000
15/10/2018
18/09/2023
-
3,000
08/02/2019
08/02/2024
-
109,998
21/03/2019
21/03/2024
-
109,998
13/05/2019
13/05/2024
-
109,998
27/11/2019
27/11/2024
60,000
60,000
10/12/2019
29/01/2024
2,335,000
2,335,000
07/11/2020
07/11/2025
1,200,000
1,200,000
26/07/2021
26/07/2024
90,000
90,000
10/09/2021
10/09/2027
500,000
500,000
10/09/2021
10/09/2028
-
500,000
10/09/2021
10/09/2029
-
500,000
10/12/2021
10/12/2026
1,200,000
1,200,000
26/07/2022
26/07/2025
580,000
580,000
10/12/2022
10/12/2027
600,000
600,000
10/12/2022
10/12/2027
400,000
400,000
10/12/2022
10/12/2027
400,000
400,000
01/03/2023
30/12/2026
666,663
666,663
15/08/2023
17/08/2028
1,000,000
-
15/09/2023
15/09/2028
1,000,000
-
15/10/2023
15/10/2028
1,000,000
-
15/11/2023
15/11/2028
1,000,000
-
01/12/2023
01/12/2026
12,250,000
-
01/12/2023
01/12/2028
400,000
-
01/12/2023
01/12/2028
400,000
-
01/12/2023
01/12/2028
400,000
-
15/12/2023
15/12/2028
1,000,000
-
15/01/2024
15/01/2029
1,000,000
-
04/06/2024
04/06/2027
5,000,000
-
04/06/2024
04/06/2027
5,000,000
-
37,605,059
9,738,053
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.79 years (30
June 2023: 2.97 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:
Opyl Limited
Notes to the consolidated financial statements
30 June 2024
Note 25. Share based payments (continued)
50
Share price
Exercise
Expected
Dividend
Risk-free
Fair value
Grant date
Expiry date
at grant date
price
volatility
yield
interest rate
at grant date
15/08/2023
17/08/2028
$0.05
$0.04
140.00%
-
3.87%
$0.044
15/09/2023
15/09/2028
$0.05
$0.50
140.00%
-
3.87%
$0.040
15/10/2023
15/10/2028
$0.04
$0.05
140.00%
-
3.87%
$0.039
15/11/2023
15/11/2028
$0.04
$0.04
140.00%
-
3.87%
$0.038
01/12/2023
01/12/2026
$0.04
$0.03
140.00%
-
3.87%
$0.033
01/12/2023
01/12/2028
$0.04
$0.05
140.00%
-
3.87%
$0.035
01/12/2023
01/12/2028
$0.04
$0.07
140.00%
-
3.87%
$0.034
01/12/2023
01/12/2028
$0.04
$0.10
140.00%
-
3.87%
$0.033
15/12/2023
15/12/2028
$0.03
$0.04
140.00%
-
3.87%
$0.030
15/01/2024
15/01/2029
$0.03
$0.04
140.00%
-
3.87%
$0.025
04/06/2024
04/06/2027
$0.03
$0.05
140.00%
-
3.87%
$0.021
04/06/2024
04/06/2027
$0.03
$0.05
140.00%
-
3.87%
$0.020
Performance rights
On 11 December 2023, 5,833,393 performance rights options were granted to the Interim CEO of the company to be settled
in shares in 3 tranches. The initial term of service is 6 months, being the vesting period. Each Right will convert to one ordinary
share in the Company during the performance period subject to achieving key milestones as agreed with the board.
As tranche 1 and tranche 2 only have non-market conditions, the fair value determined using a Black-Scholes model.
The 3rd tranche has market condition related to the recruitment of a successor Chief Executive Officer after 6 months initial
term and non-market conditions is conditional on Opyl’s share price trading above $0.10 for a minimum of 15 consecutive
trading days within a 5 year period from commencement of services. Accordingly, a Monte Carlo simulation of 100,000
simulations was conducted 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
realized in each ranking outcome. The total fair value was $220,929 at 30 June 2024.
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:
Number of
Fair value
Name
Performance
rights
Grant date
Vesting date and Expiry date
Exercise price
per option at
granted
exercisable date
grant date
Saruabh Jain
833,333 11/12/2023
31/12/2023
15/12/2028
N/A
$0.040
1,666,667 11/12/2023
15/05/2024
15/12/2028
N/A
$0.040
3,333,333 11/12/2023
15/05/2024
15/12/2028
N/A
$0.036
Tranche 1 performance rights were vested on 31 December 2023.
On 30 January 2024, the company issued 833,333 shares due to the exercise of tranche 1 performance rights.
Opyl Limited
Consolidated entity disclosure statement
As at 30 June 2024
51
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
Opyl Limited
Body corporate
Australia
-
Australia
ShareRoot Inc
Body corporate
United States of America
100.00% United States of America
ShareRoot (Australian
Ops) Pty Ltd
Body corporate
Australia
100.00% Australia
Opyl Services (Formerly
The Social Science Pty
Ltd)
Body corporate
Australia
100.00% Australia
Ludomade, Inc
Body corporate
United States of America
100.00% United States of America
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the Group as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted,
and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act
2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group.
Opyl Limited
Directors' declaration
30 June 2024
52
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
2024 and of its performance for the financial year ended on that date;
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
___________________________
Saurabh Jain
Executive Chair
29 August 2024
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.
Independent auditor’s report to the members of Opyl Limited
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of Opyl Limited (the Company) and its subsidiaries (the
Group) in accordance with the Corporations Act 2001, including:
— giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
— complying with Australian Accounting Standards and the Corporations Regulations 2001.
What was audited?
We have audited the financial report of the Group, which comprises:
— the consolidated statement of financial position as at 30 June 2024,
— the consolidated statement of profit and loss and other comprehensive income for the year then
ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended,
— notes to the financial statements, including material accounting policy information,
— the consolidated entity disclosure statement, and
— the directors’ declaration.
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 & 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.
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.
1. Appropriateness
of revenue
recognition
Area of focus
(refer also to note 4)
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’).
How our audit addressed the key
audit matter
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;
In-addition, we also examined key
disclosures relating to the recognition
of revenue in the financial statements
as disclosed in Note 4.
2. Share-based
payment
transactions
Area of focus
(refer also to notes 6 and 25)
During the year, the Group issued a
number of equity settled share-based
payments in the form of options to
suppliers, employees and performance
rights to Key Management Personnel and
met the definition AASB 2 Share Based
Payments.
Some of these share-based payment
arrangements have vesting terms
connected with market and non-market
performance conditions.
The Group engaged an independent
specialist to appraise the fair value of
certain share-based payment
arrangements and recognised the vesting
charge apportioned over the service
condition.
How our audit addressed the key
audit matter
Our audit procedures included:
— 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
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
— 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 15 relating to
these items in the financial report.
3. Accounting for
asset disposal
Area of focus
(refer also to note 2 and 8)
During the year, the Group entered into a
contract to dispose of the assets related
to its Opin product.
Following obtaining shareholder approval
for the disposal of the Opin assets, the
group executed the sale and received
consideration of $2 and 20% shareholding
in a third party entity, Trial Screen Pty Ltd.
The key risks in accounting for the
transaction included:
determining whether the sale of Opin
should be accounted for in accordance
with AASB 5 Non-current Assets Held for
Sale and Discontinued Operations; and
determining whether the new investment
in Trial Screen Pty Ltd should be
accounted for as an equity investment in
accordance with AASB 128 Investment in
Associates, or if the investment is a
financial asset in accordance with AASB 9
Financial Instruments.
This is a Key Audit Matter due to the
accounting for the transaction requiring
judgement by the Group including
assessing the significance of Opin
operations and consideration of significant
influence of Trial Screen Pty Ltd as at 30
June 2024.
How our audit addressed the key
audit matter
Our audit procedures included:
— Reviewing the terms and conditions
of the sale agreement between
Opyl and the buyer;
— Agreeing the consideration received
to relevant support
— Agreeing the loss recorded on
disposal of the assets;
— Reviewing management’s
judgement and evidence that Opin
did not meet the definition of a
discontinued operation as per
AASB 5 Non-current Assets Held
for Sale and Discontinued
Operations;
— Reviewing and obtaining support
with respect to Opyl Ltd’s
consideration of significant
influence including Board
representation, use of Opyl Ltd
resources and ability to strategically
influence the third party.
— Reviewing the appropriateness of
the 20% shareholding being
presented as a financial asset in
accordance with AASB 9 Financial
Instruments.
We assessed the reasonableness of
note disclosure with respect to the
judgement applied in concluding on the
Group’s accounting treatment.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
— the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
— the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
— the consolidated entity disclosure statement that is true and correct and is free of 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 the financial report 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 auditor’s report.
Report on the Remuneration Report
Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of Opyl Limited, for the year ended 30 June 2024, complies with
section 300A of the Corporations Act 2001.
What was audited?
We have audited the Remuneration Report included in pages 11 to 18 of the directors’ report for the year
ended 30 June 2024
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, 29 August 2024
Opyl Limited
Shareholder information
30 June 2024
55
The shareholder information set out below was applicable as at 30 June 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over ordinary
shares
% of total
% of total
Number
shares
Number
options
of holders
issued
of holders
issued
1 to 1,000
83
0.01
-
-
1,001 to 5,000
156
0.30
3
0.04
5,001 to 10,000
118
0.56
9
0.17
10,001 to 100,000
267
5.56
29
4.12
100,001 and over
130
93.57
25
95.67
754
100.00
66
100.00
Holding less than a marketable parcel
432
1.50
17
0.42
Equity security holders
Ordinary shares
% of total
Number held
shares
issued
Antanas Guoga
22,624,949
13.25
Niv Dagan
22,403,515
13.12
Irwin Biotech
20,752,710
12.16
Balmain Resources
12,806,217
7.50
SCINTILLA STRATEGIC INVESTMENTS LIMITED
7,000,000
4.10
CERTANE CT PTY LTD (L39 CAPITAL A/C)
6,740,000
3.95
Damon Rasheed
4,247,546
2.49
MARYTON AUSTRALIA PTY LTD
3,966,667
2.32
Joel Webb
3,725,000
2.18
DLK INVESTMENTS GROUP PTY LTD (THE DLK INVESTMENTS UNIT A/C)
3,033,380
1.78
GILSMITH SMSF PTY LTD (GILSMITH PTY LTD SF A/C)
2,664,105
1.56
SANDHURST TRUSTEES LTD (EQUIT INV DRAGONFLY A/C)
2,413,000
1.41
SOUTHAM INVESTMENTS 2003 PTY LTD (WARWICKSHIRE INVESTMENT A/C)
2,373,965
1.39
DAVSAM PTY LTD (ROSEMAN RETIREMENT FUND A/C)
1,607,652
0.94
NETWEALTH INVESTMENTS LIMITED (WRAP SERVICES A/C)
1,273,499
0.75
RIP OPPORTUNITIES PTY LTD (PIR SUPER FUND A/C)
1,250,000
0.73
KYRIACO BARBER PTY LTD
1,180,365
0.69
ETHEREAL CONSULTING PTY LTD
1,166,620
0.68
Mark Simari
1,000,000
0.59
MR TREVOR KJELL GIACOMETTI (LINLONG INVESTMENT A/C)
1,000,000
0.59
BVB CUSTODIAN PTY LTD (BVB A/C)
1,000,000
0.59
MR PAVEL MUZIKANT
1,000,000
0.59
MR MARK ZIIRSEN
956,226
0.56
126,185,416
73.92
Opyl Limited
Shareholder information
30 June 2024
56
Twenty largest unquoted equity security holders
The names of the twenty largest security holders of unquoted equity securities are listed below:
Options over ordinary
shares
% of total
Number held
options
issued
Antanas Guoga
6,573,333
17.48
DR HUGO STEPHENSON
6,000,000
15.96
CERTANE CT PTY LTD (L39 CAPITAL A/C)
5,666,663
15.07
Irwin Biotech
3,416,667
9.09
MARYTON AUSTRALIA PTY LTD
2,000,000
5.32
ROUSE EQUITIES PTY LTD (ROUSE INVESTMENT A/C)
1,750,000
4.65
INTERPRAC FINANCIAL PLANNING PTY LTD
1,500,000
3.99
MR MARK ZIIRSEN
1,400,000
3.72
MR ALEX FABBRI & MRS ROMAYNE FABBRI (ALEX FABBRI SUPER FUND A/C)
1,250,000
3.32
Damon Rasheed
1,220,000
3.24
SCINTILLA STRATEGIC INVESTMENTS LIMITED
1,000,000
2.66
DR JULIAN CHICK &DR VIOLETA TARICEVSK (TRAICEVSKI-CHICK S/F A/C)
900,000
2.39
MEGAN ROBERTSON PTY LTD (MEGAN ROBERTSON P/L S/F A/C)
600,000
1.60
MICHAEL CHARLES VAUGHAN HOLLAND
500,000
1.33
MICHELLE GALLAHER
500,000
1.33
MR MARAT BASYROV
320,000
0.85
Mark Simari
300,000
0.80
DDPEVCIC (WA) PTY LTD (DOMINIC FAMILY A/C)
233,333
0.62
SCINTILLA STRATEGIC INVESTMENTS LIMITED
166,667
0.44
GE EQUITY INVESTMENTS PTY LTD
166,667
0.44
ANNA CHEN
130,000
0.35
EMMA GALLAHER
130,000
0.35
MELISSA ADAMSKI
130,000
0.35
SANLAM PRIVATE WEALTH PTY LTD (WESTBOURNE LONG SHORT A/C)
125,000
0.33
35,978,330
95.68
Unquoted equity securities
There are no unquoted equity securities.
Opyl Limited
Shareholder information
30 June 2024
57
Number
Number
on issue
of holders
UNL OPTIONS EXP 10YRS GRANT DAY @ $1.20
42,480
4
UNL OPTIONS EXP 06/02/27@ $0.80
6,000
1
UNL OPTIONS EXP 20/03/27@ $2.50
14,916
3
UNL OPTIONS EXP 01/04/27@ $0.60
52,500
4
UNL OPTIONS EXP 26/01/28 @ $0.60
7,500
1
UNL OP EXP 10/12/24 @ $0.30
60,000
3
UNL OP EXP 10/12/24 @ $0.80
2,335,000
28
UNL OP EXP 10/12/25 @ $0.30
400,000
4
UNL OP EXP 10/12/25 @ $0.50
400,000
4
UNL OP EXP 10/12/25 @ $0.75
400,000
4
UNL OPT @ $0.25 EXP 26/07/2024
90,000
3
UNL OPT @ $0.30 EXP 10/09/2027
500,000
1
UNL OP EXP 10/12/26 @ $0.30
400,000
4
UNL OP EXP 10/12/26 @ $0.50
400,000
4
UNL OP EXP 10/12/26 @ $0.75
400,000
4
UNL OPT EXP 26/07/25 @ $0.10
580,000
7
UNL OPT@ $0.10 EXP 10/12/2027
600,000
4
UNL OPT @ $0.15 EXP 10/12/2027
400,000
4
UNL OPT @ $0.20 EXP 10/12/2027
400,000
4
UNL OPT @ $0.06 EXP 30/12/2026
666,663
1
UNL OPT @ $0.04 EXP 17/08/2028
1,000,000
1
UNL OPT @ $0.05 EXP 15/09/2028
1,000,000
1
UNL OPT @ $0.05 EXP 15/10/2028
1,000,000
1
UNL OPT @ $0.04 EXP 15/11/2028
1,000,000
1
UNL OPT @ $0.03 EXP 01/12/2026
12,250,000
4
UNL DIRECTOR OPT @ $0.05 EXP 01/12/2028
400,000
4
UNL DIRECTOR OPT @ $0.075 EXP 01/12/2028
400,000
4
UNL DIRECTOR OPT @ $0.1 EXP 01/12/2028
400,000
4
UNL OPT @ $0.04 EXP 15/12/2028
1,000,000
1
UNL OPT @ $0.04 EXP 15/01/2029
1,000,000
1
UNL OPT @ $0.045 EXP 04/06/2027
5,000,000
5
UNL OPT @ $0.0525 EXP 04/06/2027
5,000,000
5
37,605,059
124
Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
% of total
shares
Number held
issued
Antanas Guoga
22,624,949
13.25
Niv Dagan
22,403,515
13.12
Irwin Biotech
20,752,710
12.16
Balmain Resources
12,806,217
7.50
SCINTILLA STRATEGIC INVESTMENTS LIMITED
7,000,000
4.10
Opyl Limited
Shareholder information
30 June 2024
58
Options over ordinary
shares
% of total
options
Number held
issued
Antanas Guoga
6,573,333
17.48
DR HUGO STEPHENSON
6,000,000
15.96
CERTANE CT PTY LTD (L39 CAPITAL A/C)
5,666,663
15.07
Irwin Biotech
3,416,667
9.09
MARYTON AUSTRALIA PTY LTD
2,000,000
5.32
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