ACN 168 751 746
Annual Report
30 June 2015
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746 CORPORATE DIRECTORY
DIRECTORS
Ruwan Weerasooriya – Managing Director
Jack Matthews – Non-executive Chairman
Brandon Munro – Non-executive Director
COMPANY SECRETARY
Ian Hobson
REGISTERED OFFICE
Suite 5, 95 Hay Street
Subiaco WA 6008
Telephone: +61 8 9388 8290
Facsimile: +61 8 9388 8256
Email:
Website: www.rewardleholdings.com
corporate@rewardle.com
PRINCIPAL PLACE OF BUSINESS
Level 4, 100 Flinders Street
Melbourne VIC 3000
SHARE REGISTRY
Automic Registry Services
Suite 1A, Level 1, 7 Ventnor Avenue
West Perth WA 6005
Telephone: +61 8 9324 2099
Facsimile: +61 8 9321 2337
AUDITORS
BDO East Coast Partnership
Level 14, 140 William Street,
Melbourne VIC 3001
SOLICTORS
Nova Legal
Ground Floor, 10 Ord Street,
West Perth WA 6005
BANK
Westpac Banking Corporation Limited
AUSTRALIAN SECURITIES EXCHANGE
ASX Code RXH
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
3
LETTER FROM THE BOARD OF DIRECTORS TO SHAREHOLDERS
Dear Shareholders
Rewardle acts as a commerce based social network, connecting consumers with their favourite places, based on
transactions. Put simply, Rewardle has given the traditional “buy 9, get 1 free” paper punch card a digital makeover
and extended its utility by adding prepayment, mobile ordering, mobile payments and social media integrations
while offering merchants sophisticated data marketing capabilities.
Rewardle’s clients are your typical neighbourhood businesses - cafés, yoga studios, butchers, hairdressers etc. These
time poor merchants, with limited operational and marketing support, don’t have access to the digital tools of large
retail chains but desperately need them to connect with customers in an increasingly digital and connected world.
During the 2015 financial year, the Rewardle team, led by founder and Managing Director Ruwan Weerasooriya,
have developed a national network of approximately 4,000 Merchants and over 1,000,000 Members who collectively
have checked-in with Rewardle as part of a transaction more than 14,500,000 times.
As part of Rewardle’s omni-channel payments model, over $1,800,000 of prepaid credit has been loaded onto the
Rewardle Platform which is being used for mobile payments at local SME Merchants in a manner that disrupts
traditional payment practices and banking networks. In addition, Members are also able to pay using credit cards in
an Uber style experience and through an integration with Mint Payments Ltd which turns the Rewardle tablet into an
eftpos terminal.
During the June quarter, monetisation of the network commenced with the first two brand partnerships with Airasia
and Quickflix being announced, with both deals being worth in excess of six figures each. We have also now
commenced a systematic program to convert trial merchants into monthly subscription customers. The initial results
are both as expected and encouraging.
Additionally in April, the Company raised $5,000,000 from investors ensuring the Company is well capitalised.
Rewardle will continue on its mission to provide local SME Merchants with the digital engagement tools and
business intelligence typically only available to large retail chains by unlocking the power of mobile computing, cloud
based software and Big Data analysis.
The focus for the Company in the 2016 financial year is continuing to foster the Network Effects that are inherent in
the business model by continuing to grow the Merchant and Member Network and the effective monetisation of the
Network. On behalf of the Board of Rewardle, I would like to thank you for being a Shareholder in the Company and I
look forward to an exciting 2016 financial year for Rewardle.
Yours sincerely
Jack Matthews
Chairman
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
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REVIEW OF OPERATIONS
Rewardle Holdings Limited (“Rewardle” or “the Company”) is an Australian based company.
CORPORATE
During the period and to the date of this report:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
In July 2014, the Company issued 1,000,000 options to staff and 1,200,000 attaching options to
convertible note holders with each option exercisable at $0.20 and expiring 30 June 2017.
On 25 July 2014, the Company issued 533,335 shares at $0.15 each for $80,000.
The Company converted $3,700,000 convertible notes into 18,500,000 ordinary shares on 12 September
2014.
The Company issued 20,000,000 $0.20 performance options (full terms set out in the Replacement
Prospectus dated 20 August 2014) to the Managing Director and Staff to assist in retaining staff by
providing them the opportunity to own equity in the Company.
On 12 September 2015, the Company issued 1,500,000 $0.20 options with an expiry date of 30 June
2017 to various parties who assisted in raising the funds as part of the IPO.
On 30 September 2014, the Company issued 20,000,000 shares at $0.20 each for $4,000,000.
On 2 April 2015, the Company issued 15,151,515 shares at $0.33 each for $5,000,000.
On 3 July 2015, the following options to subscribe for ordinary fully paid shares were issued to staff:
a. 60,000 unlisted performance options exercisable at 20 cents each expiring 7 February 2018;
b. 836,500 unlisted performance options exercisable at 25 cents each expiring 7 February 2018;
c. 550,000 unlisted performance options exercisable at 30 cents each expiring 7 February 2018;
and
d. 1,000,000 unlisted options exercisable at 30 cents each expiring 31 March 2018.
ix.
x.
On 10 August 2015, the Company issued 87,500 fully paid ordinary shares following the exercise of
87,500 unlisted performance options exercisable at 20 cents each on or before 7 February 2018.
On 11 September 2015, the Company issued 150,000 fully paid ordinary shares following the exercise of
150,000 unlisted options exercisable at 20 cents each on or before 30 June 2017.
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COMPANY OVERVIEW
Record Growth Continues, Monetisation Commenced
Network effects inherent of the Rewardle Platform have led to key Network growth milestones being achieved
early.
Having achieved commercial critical mass, monetisation of the Rewardle Network is being demonstrated,
initially via two six figure Brand Partnerships, with other revenue streams to follow.
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
REVIEW OF OPERATIONS
Rewardle Platform’s Network Effects Continue to Deliver Consistently Accelerating Growth
Powerful network effects are organically driving the Rewardle Platform towards becoming the dominant hyper
local marketing and transactional platform that connects a community of local Merchants and Members.
Source: Rewardle Prospectus 20 August 2014, and Rewardle Platform Statistics as at 15 July 2015
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Source: Rewardle Prospectus 20 August 2014, and Rewardle Platform Statistics as at 15 July 2015
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
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REVIEW OF OPERATIONS
Record Network Growth Delivers Key Milestones Early & Positions for Monetisation
Throughout the year the Company constantly hit new records for the fastest 100,000 Members and the fastest
1M Check-ins.
It should be noted that these records continued to be achieved even while management started to control
Merchant growth rates during the June quarter to permit the allocation of greater resources towards
Merchant education and engagement in preparation for conversion of free trials to paying subscriptions in the
future.
The continued acceleration in Members and Check-in growth is a result of Rewardle's growing utility as
Network density increases. This demonstrates the growing influence of the Rewardle Platform's inherent
network effects and their ability to drive highly cost effective organic growth.
The diverse application of the Rewardle Platform has been demonstrated during the year with commercial
agreements being established with a number of partners across a range of industry sectors.
In November 2014, the first Performance Milestone of 500,000 Members was achieved and then in early June
the second Performance Milestone of 1,000,000 Members was achieved. This was considerably earlier than
expected due to the acceleration in growth experienced over the past 12 months. This milestone represented
the final Network growth Performance Option target for Management and staff with the remaining
Performance Options based on key monetisation milestones.
Monetisation begun via multiple six figure brand partnerships
The Rewardle Platform is uniquely positioned to offers brands the opportunity to engage with local Merchants
and Members during their daily transactions.
Having achieved the key Network growth milestones and established what management regards as
commercial critical mass, brand partners were approached with the opportunity to engage with the Rewardle
Platform.
During the June quarter two six figure deals were announced with AirAsia and Quickflix that clearly
demonstrate management capability and the monetisation potential of the rapidly developing Rewardle
Network.
Rewardle’s Management team is highly qualified to leverage the Company's unique position as a national,
hyper local marketing and transactional Platform with substantial scale and diversity.
Rewardle's Board and Executive Management have substantial experience in developing digital media
businesses that connect brands and audiences in new, innovative ways. An active pipeline of Brand
Partnerships is being developed and updates will be forthcoming in due course.
While Brand Partnerships represent a potential source of substantial revenue for the Company, having brands
engage with the Platform to complement local merchant rewards also increases the appeal of the Rewardle
Platform for Merchants and Members and will further serve to drive organic growth and engagement.
The scheduling and implementation of the AirAsia and Quickflix activity is currently being finalised and is
expected to launch in coming weeks. As such, the revenue associated with these Brand Partnerships along
with their impact on Network growth and engagement will be realised in subsequent periods.
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Developing a Unique Omni-Channel Payments Model
In February, Rewardle launched a mobile order ahead with payment via credit card solution for Merchants and
Members. Similar to the payment process of the popular Uber car service app, Rewardle users are able to
securely vault one or more credit cards in the Rewardle smartphone app (iOS or Android) which can be used
without re-entry to order, pay and pick up items at participating Rewardle Merchants in a frictionless
transaction experience.
In addition, during April, Rewardle entered into an Agreement with Mint Payments Limited (Mint – ASX:MNW)
to integrate Mint’s mobile payments and processing capability into the Rewardle Platform.
Mint’s payments technology platform enables card present payments (credit, debit and EFTPOS) to be made
via a range of mobile devices. Integrating Mint’s technology into the Rewardle Platform will have the effect of
extending the utility of Rewardle’s customer facing tablets by turning them into EFTPOS terminals capable of
accepting tap and go or chip and PIN payments.
The integration of Mint’s technology in concert with Rewardle’s order ahead with payment via credit card
facility will enable Rewardle to offer merchants the ability to accept payment from a customer through card
present in-store processing and mobile order ahead.
This uniquely position Rewardle as an omni-channel payments facilitator for local merchants in Australia with
the following payment methods supported by the Rewardle Platform following the Mint integration:
Pay with points
Prepaid Credit/Giftcards
•
•
• Mobile order ahead
Tap card to pay
•
Chip and Pin
•
Integration and pilot testing is currently under way with final commercial terms to be negotiated with Mint
based on the insights gathered from a pilot group deployment and subject to Rewardle’s satisfaction with
respect to the technical functionality and capability.
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
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DIRECTORS’ REPORT
DIRECTORS
The names of the Directors of the Company in office during the financial year and up to the date of this report are as
follows:
Ruwan Weerasooriya – Managing Director
Jack Matthews – Non-executive Chairman
Brandon Munro – Non-executive Director
Peter Pawlowitsch – Non-executive Director (Resigned 25/07/2014)
Directors have been in office since the start of the financial year until the date of this report unless otherwise stated.
The following persons held the position of Company Secretary during the financial period:
Ian Hobson
The particulars of the qualifications, experience and special responsibilities of each Director are as follows:
Ruwan Weerasooriya – Managing Director
Ruwan Weerasooriya is the founder and Managing Director of Rewardle. Over 20 years he has consistently stayed at
the forefront of the disruption caused by the advent and proliferation of the Internet. He has established, built and
operated a range of technology and media related businesses with multiple successful outcomes including trade
sales to ASX listed industry leaders. In 2013 he was named in the Top 50 Australian Startup Influencers by
Startupdaily.com.au. He established Rewardle in 2012 to provide Local SME Merchants with the digital customer
engagement tools and business intelligence typically only available to large retail chains by unlocking the power of
mobile computing, cloud based software and big data analysis.
At the date of this report, Mr Weerasooriya has interests in the following shares and options of the Company:
87,500,000 ordinary shares
9,375,000 unlisted options exercisable at $0.20 each and expiring 30 June 2017
10,000,000 performance options exercisable at $0.20 each and expiring 40 months from listing on the ASX
During the past three years Mr Weerasooriya has held no other listed company directorships.
Jack Matthews – Non-Executive Chairman
Jack Matthews holds a B.A. in Philosophy from The College of William & Mary (Williamsburg, VA) and is a member of
the Australian Institute of Company Directors and the New Zealand Institute of Directors.
Jack Matthews brings extensive knowledge of the evolving digital media landscape, strong commercial networks and
experience in executing and successfully integrating digital business acquisitions. He has held a number of senior
leadership positions within the digital media and subscription television industries in Australia and New Zealand.
Jack played an integral role in the success of Fairfax’s digital strategy, first as CEO of Fairfax Digital and most recently
as CEO of Fairfax Metropolitan Media.
At the date of this report, Mr Matthews has interests in the following shares and options of the Company:
266,667 ordinary shares
1,150,000 unlisted options exercisable at $0.20 each and expiring 30 June 2017
During the past three years Mr Matthews has held the following listed company directorships:
Trilogy International Limited (New Zealand) – 15 August - present
APN Outdoor Group Limited – 17 October 2014 - present
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Brandon Munro – Non-Executive Director
Brandon Munro holds a Bachelor of Economics and Bachelor of Laws from University of Western Australia, and
Graduate Diploma in Applied Finance and Investment from Securities Institute of Australia. He is a Fellow of the
Financial Services Institute of Australia (Finsia) and is a Graduate Member of the Australian Institute of Company
Directors.
Brandon brings regulatory, governance, mergers and acquisitions and capital markets knowledge to the team.
Brandon is the Managing Director of ASX-listed Kunene Resources Ltd.
At the date of this report, Mr Munro has interests in the following shares and options of the Company:
783,333 ordinary shares
1,300,000 unlisted options exercisable at $0.20 each and expiring 30 June 2017
During the past three years Mr Munro has held the following other listed company directorships:
Kunene Resources Limited – 4 April 2014 - present
Peter Pawlowitsch – Non-executive Director (resigned 25/7/2014) & Corporate Development
Peter Pawlowitsch holds a Bachelor of Commerce from the University of Western Australia, is a current member of
the Certified Practicing Accountants of Australia and also holds a Masters of Business Administration from Curtin
University.
These qualifications have underpinned more than ten years' experience in the accounting profession, business
management and the evaluation of businesses and mining projects.
During the past three years Mr Pawlowitsch has held the following listed company directorships:
Ventnor Resources Limited – 12 February 2010 – present
Dubber Corporation Limited – 26 September 2011 – present
Kunene Resources Limited – 30 January 2012 – present
Knosys Limited – 16 March 2015 - present
Ian Hobson – Company Secretary
Ian Hobson is a Fellow Chartered Accountant and Chartered Secretary who provides company secretarial and
financial controller services to ASX listed companies. Ian has had 30 years’ experience in the profession. He is also
chairman & non-executive director of ASX listed company zipMoney Limited. Ian is experienced in due diligence,
transaction support, capital raising and corporate governance.
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
CORPORATE INFORMATION
Corporate Structure
Rewardle Holdings Limited is a limited liability company that is incorporated and domiciled in Australia. Rewardle
Holdings Limited (Group) has prepared a consolidated financial report incorporating the entities that it controlled
during the financial year as follows:
Rewardle Holdings Ltd
Rewardle Pty Ltd
- parent entity
- 100% owned controlled entity
Nature of Operations and Principal Activities
The principal continuing activities during the year of entities within the consolidated entity was Digital Customer
Engagement platform for local SME merchants.
OPERATING AND FINANCIAL REVIEW
Review of Operations
A review of operations for the financial year and the results of those operations are contained within the Company
review.
Operating Results
Consolidated loss after income tax for the financial year was $6,280,903 (2014: $1,586,264 loss).
Financial Position
At 30 June 2015, the Group had net assets of $4,639,649 (2014: $2,827,074 net liabilities) with cash reserves of
$4,859,008 (2014: $454,287).
Financing and Investing Activities
The company issued the following securities during the year:
533,335 ordinary fully paid shares at an issue price of $0.15 per share raising $80,000;
2,500,000 unlisted $0.20 options expiring on 30 June 2017;
20,000,000 unlisted $0.20 performance options expiring on 7 February 2018;
230,000 convertible notes raising $230,000 with 862,500 unlisted $0.20 options expiring on 30 June 2017;
18,500,000 ordinary fully paid shares issued upon conversion of 3,700,000 convertible notes at a conversion
price of $0.20 per share;
20,000,000 ordinary fully paid shares at an issue price of $0.20 per share to raise gross proceeds of
$4,000,000; and
15,151,515 ordinary fully paid shares at an issue price of $0.33 per share raising gross proceeds of $5,000,000.
Dividends
No dividends were paid during the year (2014: nil) and no recommendation is made as to the payment of dividends.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Significant changes in the state of affairs of the Group during the financial year are detailed in the company review.
In the opinion of the directors, there were no other significant changes in the state of affairs of the Company that
occurred during the financial year under review not otherwise disclosed in this report or in the financial report.
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EVENTS SINCE THE END OF THE FINANCIAL YEAR
No matters or circumstances have arisen, since the end of the financial year, which significantly affected, or may
significantly affect, the operations of the group, the results of those operations, or the state of affairs of the Group in
subsequent financial years, other than as follows or outlined in the company review which is contained in this
Annual Report:
On 3 July 2015, the Company issued the following options to subscribe for ordinary fully paid shares to staff:
60,000 unlisted performance options exercisable at 20 cents each expiring 7 February 2018;
836,500 unlisted performance options exercisable at 25 cents each expiring 7 February 2018;
550,000 unlisted performance options exercisable at 30 cents each expiring 7 February 2018; and
1,000,000 unlisted options exercisable at 30 cents each expiring 31 March 2018.
On 10 August 2015, the Company issued 87,500 fully paid ordinary shares following the exercise of 87,500 unlisted
performance options exercisable at 20 cents each on or before 7 February 2018.
On 11 September 2015, the Company issued 150,000 fully paid ordinary shares following the exercise of 150,000
unlisted options exercisable at 20 cents each on or before 30 June 2017.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group will continue to pursue its principal activity of rolling out its Digital Customer Engagement platform for
local SME merchants.
MEETINGS OF DIRECTORS
The numbers of meetings of directors held during the year and the numbers of meetings attended by each director
were as follows:
R Weerasooriya
P Pawlowitsch (resigned 25/7/14)
J Matthews
B Munro
REMUNERATION REPORT (AUDITED)
Board of Directors
Number eligible to attend
4
-
4
4
Number attended
4
-
4
4
This report details the nature and amount of remuneration for each director and key management personnel of
Rewardle Holdings Limited. The information provided in the remuneration report includes remuneration disclosures
that are audited as required by section 308(3C) of the Corporations Act 2001.
For the purposes of this report Key Management Personnel of the Group are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the group, directly or
indirectly, including any director (whether executive or otherwise) of the parent company.
The following persons were directors of Rewardle Holdings Limited during the financial year:
Ruwan Weerasooriya
Jack Matthews
Brandon Munro
Peter Pawlowitsch
Managing Director
Non-executive Chairman
Non-executive Director
Non-executive Director - Resigned 25 July 2014
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
There were no other persons that fulfilled the role of a key management person during the year, other than
those disclosed as Directors.
Use of Remuneration Consultants
The remuneration report is set out under the following main headings:
The Board does not seek the advice of Remuneration Consultants in fulfilling its roles and responsibilities associated
with the Remuneration Committee and determining compensation for Directors, the Managing Director and any Key
Employment contracts of directors and senior executives
Remuneration policy
Remuneration structure
Details of remuneration for year
Voting and comments made at the Company’s last Annual General Meeting
Additional disclosures relating to key management personnel
Other transactions with key management personnel
Compensation options to key management personnel
Shares issued to key management personnel on exercise of compensation options
Loans with key management personnel
RENUMERATION GOVERNANCE
Remuneration Committee
The full Board carries out the roles and responsibilities of the Remuneration Committee and is responsible for
determining and reviewing the compensation arrangements for the Directors themselves, the Managing Director
and any Executives.
Executive remuneration is reviewed annually having regard to individual and business performance, relevant
comparative remuneration and internal and independent external advice.
A.
Remuneration policy
The board policy is to remunerate directors at market rates for time, commitment and responsibilities. The board
determines payments to the directors and reviews their remuneration annually, based on market practice, duties
and accountability. Independent external advice is sought when required. The maximum aggregate amount of
directors’ fees that can be paid is subject to approval by shareholders in a general meeting, from time to time.
However, to align directors’ interests with shareholders’ interests, the directors are encouraged to hold shares and
options in the company.
The Group’s aim is to remunerate at a level that reflects the size and nature of the Group. Group officers and
directors are remunerated to a level consistent with the size of the Group.
The directors receive a superannuation guarantee contribution required by the government, which is currently 9.5%,
and do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their
salary to increase payments towards superannuation.
All remuneration paid to directors and executives is valued at the cost to the company and expensed.
The Board believes that it has implemented suitable practices and procedures that are appropriate for an
organisation of this size and maturity.
The Group did not pay any performance-based component of remuneration during the year other than incentive and
performance options granted to directors as disclosed in Note D below.
B.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive directors and executive
compensation is separate and distinct.
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Management Personnel.
Non-executive Director Compensation
Objective
The Board seeks to set aggregate compensation at a level that provides the company with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive directors shall
be determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the directors as agreed. The latest determination approved by shareholders was an aggregate
compensation of $500,000 per year.
The amount of aggregate compensation sought to be approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually. The Board may consider advice from external consultants as
well as the fees paid to non-executive directors of comparable companies when undertaking the annual review
process. Non-Executive Directors’ remuneration may include an incentive portion consisting of options, as
considered appropriate by the Board, which may be subject to Shareholder approval in accordance with ASX listing
rules.
Executive Compensation
Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position and
responsibilities within the entity so as to:
reward executives for company and individual performance against targets set by appropriate benchmarks;
align the interests of executives with those of shareholders;
link rewards with the strategic goals and performance of the company; and
ensure total compensation is competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Board negotiates a remuneration to reflect the
market salary for a position and individual of comparable responsibility and experience. Due to the limited size of
the Company and of its operations and financial affairs, the use of a separate remuneration committee is not
considered appropriate. Remuneration is regularly compared with the external market by participation in industry
salary surveys and during recruitment activities generally. If required, the Board may engage an external consultant
to provide independent advice in the form of a written report detailing market levels of remuneration for
comparable executive roles.
Compensation may consist of the following key elements:
Fixed Compensation;
Variable Compensation;
Short Term Incentive (STI); and
Long Term Incentive (LTI).
Remuneration consists of a fixed remuneration and a long term incentive portion as considered appropriate.
Fixed Remuneration
external advice.
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. Fixed remuneration is reviewed annually by the Board having regard to
the Company and individual performance, relevant comparable remuneration in the mining exploration sector and
Use of Remuneration Consultants
The Board does not seek the advice of Remuneration Consultants in fulfilling its roles and responsibilities associated
with the Remuneration Committee and determining compensation for Directors, the Managing Director and any Key
Management Personnel.
Non-executive Director Compensation
Objective
The Board seeks to set aggregate compensation at a level that provides the company with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive directors shall
be determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the directors as agreed. The latest determination approved by shareholders was an aggregate
compensation of $500,000 per year.
The amount of aggregate compensation sought to be approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually. The Board may consider advice from external consultants as
well as the fees paid to non-executive directors of comparable companies when undertaking the annual review
process. Non-Executive Directors’ remuneration may include an incentive portion consisting of options, as
considered appropriate by the Board, which may be subject to Shareholder approval in accordance with ASX listing
rules.
Executive Compensation
Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position and
responsibilities within the entity so as to:
reward executives for company and individual performance against targets set by appropriate benchmarks;
align the interests of executives with those of shareholders;
link rewards with the strategic goals and performance of the company; and
ensure total compensation is competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Board negotiates a remuneration to reflect the
market salary for a position and individual of comparable responsibility and experience. Due to the limited size of
the Company and of its operations and financial affairs, the use of a separate remuneration committee is not
considered appropriate. Remuneration is regularly compared with the external market by participation in industry
salary surveys and during recruitment activities generally. If required, the Board may engage an external consultant
to provide independent advice in the form of a written report detailing market levels of remuneration for
comparable executive roles.
Compensation may consist of the following key elements:
Fixed Compensation;
Variable Compensation;
Short Term Incentive (STI); and
Long Term Incentive (LTI).
Remuneration consists of a fixed remuneration and a long term incentive portion as considered appropriate.
Fixed Remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. Fixed remuneration is reviewed annually by the Board having regard to
the Company and individual performance, relevant comparable remuneration in the mining exploration sector and
external advice.
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
The fixed remuneration is a base salary or monthly consulting fee.
Variable Pay — Long Term Incentives
The objective of long term incentives is to reward directors/executives in a manner which aligns this element of
remuneration with the creation of shareholder wealth. The incentive portion is payable based upon attainment of
objectives related to the director’s/executive’s job responsibilities. The objectives vary, but all are targeted to relate
directly to the Company’s business and financial performance and thus to shareholder value.
Long term incentives (LTIs) granted to directors/ executives are delivered in the form of options.
LTI grants to Executives are delivered in the form of employee share options. These options are issued at an exercise
price determined by the Board at the time of issue. The employee share options on issue during the year vest over a
selected period not based on service conditions.
The objective of the granting of options is to reward Executives in a manner which aligns the element of
remuneration with the creation of shareholder wealth. As such LTIs are made to Executives who are able to
influence the generation of shareholder wealth and thus have an impact on the Company’s performance.
The level of LTI granted is, in turn, dependent on the Company’s recent share price performance, the seniority of the
Executive, and the responsibilities the Executive assumes in the Company.
Typically, the grant of LTIs occurs at the commencement of employment or in the event that the individual receives a
promotion and, as such, is not subsequently affected by the individual’s performance over time.
C.
Employment contracts of directors and senior executives
The employment arrangements of the directors are not formalised in a contract of employment except as follows:
Mr Ruwan Weerasooriya who entered into an executive services agreement (Managing Director) on or about 20
July 2014 which commenced upon listing on the ASX on 7 October 2014. The Managing Director’s remuneration
package comprises 10,000,000 performance options which are exercisable into shares in the Company when
milestones are achieved within prescribed timeframes, at an exercise price of $0.20 per share on or before 7
February 2018, and an annual salary of $150,000 plus statutory superannuation. The service agreement has no fixed
term and Mr Weerasooriya or the Company can terminate the agreement upon provision of six months written
notice.
Mr Peter Pawlowitsch entered into a consultancy services agreement (Corporate Development) on 31 March 2014
which commenced upon listing on the ASX on 7 October 2014 for a period of twelve months. Mr Pawlowitsch or the
Company can terminate the agreement upon provision of six months written notice.
The consulting fee for the corporate development services comprises the following:
-
-
$10,000 per calendar month (plus GST) in return for approximately 10 calendar days of services per month;
If the consultant is required to travel (whether domestically or internationally) in excess of 3 days in any week
to perform the consultancy services, an additional fee of $1,000 (plus GST) per day travelled in excess of such 3
days is payable; and
40% of the consultant’s relevant mobile telephone bill.
-
Mr Jason Potter who entered into an executive services agreement (Chief Technology Officer) on or about 1 July
2014 which commenced upon listing on the ASX on 7 October 2014. The Chief Technology Officer’s remuneration
package is comprised of an annual salary of $100,000 plus statutory superannuation, and 1,000,000 employee
options which are exercisable into shares in the Company at $0.20 each on or before 30 June 2017. The Chief
Technology Officer is entitled to participate in the employee share option plan established by the Company. The
service agreement has no fixed term and Mr Potter or the Company can terminate the agreement upon provision of
six months written notice.
18
D.
Details of remuneration for year
Details of the remuneration of each Director and named executive officer of the company, including their personally-
related entities, during the year was as follows:
Director
R Weerasooriya
P Pawlowitsch
(resigned 25/7/14)
J Matthews
B Munro
Total
Year
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
Short Term
Benefits
Salary and
fees
$
112,500
-
-
-
27,397
-
27,397
-
167,294
-
Post-
Employment
Share Based
Payments
Superannuation
$
10,687
-
-
-
2,603
-
2,603
-
15,893
-
Options
$
705,000
-
-
67,980
-
67,980
-
67,980
705,000
203,940
Remuneration
consisting of
options during
the year
%
85
-
-
100
-
100
-
100
79
100
Remuneration
based on
performance
%
85
-
-
-
-
-
-
-
79
-
Total
$
828,187
-
-
67,980
30,000
67,980
30,000
67,980
888,187
203,940
E.
Compensation options to key management personnel
During the year, the following performance options were granted as incentives for performance to the Managing
Director. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary
share in the Company, exercisable when performance milestones are achieved within prescribed timeframes, at an
exercise price of $0.20 per share on or before 7 February 2018.
Director
Number
granted
No. vested
during the
year
Grant date
R Weerasooriya
10,000,000
10,000,000
25/07/2014
Total
10,000,000
10,000,000
¹ Valuation was done using Black Scholes model
Value per
option at
grant date¹
$
$0.0705
Exercise
price
$
$0.20
First
exercise
date
Last
exercise
date
11/11/2014
7/02/2018
During the previous financial period, the following options were granted as equity compensation benefits to Directors
and Executives. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid
ordinary share in the Company at an exercise price of $0.20 per share on or before 30 June 2017.
Director
Number
granted
No. vested
during the
period
Grant date
P Pawlowitsch
1,000,000
1,000,000
30/04/2014
J Matthews
1,000,000
1,000,000
13/06/2014
B Munro
Total
1,000,000
1,000,000
30/04/2014
3,000,000
3,000,000
¹ Valuation was done using Black Scholes model
Value per
option at
grant date¹
$
$0.06798
$0.06798
$0.06798
Exercise
price
$
$0.20
$0.20
$0.20
First
exercise
date
Last
exercise
date
30/04/2014
30/06/2017
13/06/2014
30/06/2017
30/04/2014
30/06/2017
19
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
F.
Shares issued to key management personnel on exercise of compensation options
J.
Other transactions with Key Management Personnel
No shares were issued to Directors on exercise of compensation options during the year.
G.
Voting and comments made at the Company’s last Annual General Meeting
The Company received 100% of votes “for” the adoption of the remuneration report for the 2014 financial period.
The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration
practices.
H.
Loans with key management personnel
There were no loans to key management personnel or their related entities during the financial year.
month by month basis. The rental paid on this lease during the year was $24,753.
I.
Additional disclosures relating to key management personnel
Shareholdings
The number of shares in the Company held during the financial year by each Director and other members of key
management personnel of the Consolidated Entity, including their personally related parties, is set out below:
Director
R Weerasooriya
P Pawlowitsch
(resigned 25/7/14)
J Matthews
B Munro
Balance at
Beginning
of Year
75,000,000
516,666
-
383,333
75,899,999
Received as
Remuneration
Options
Exercised
Acquired/
(disposed)
Net Change
Other
Balance at
End of Year
-
-
-
-
-
-
-
-
-
-
-
-
## 12,500,000
# (516,666)
87,500,000
-
66,667
-
66,667
## 200,000
## 400,000
266,667
783,333
12,583,334
88,550,000
# - Shares held at date of appointment or resignation, as applicable.
## - Shares issued upon conversion of convertible notes.
Option Holdings
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 Consolidated Entity, including their personally related parties,
is set out below:
Director
R Weerasooriya
P Pawlowitsch
(resigned 25/7/14)
J Matthews
B Munro
Balance at
Beginning
of Year
9,375,000
1,600,000
1,000,000
1,300,000
Received as
Remuneration
10,000,000
-
-
-
13,275,000
10,000,000
Options
Expired/
Cancelled
-
-
-
-
-
Net Change
Other
Balance at
End of Year
Number
Vested
Number
Exercisable
-
# (1,600,000)
19,375,000
-
19,375,000
-
14,375,000
-
## 150,000
-
1,150,000
1,300,000
1,150,000
1,300,000
1,150,000
1,300,000
(1,450,000)
21,825,000
21,825,000
16,825,000
# - Options held at date of appointment or resignation, as applicable.
## - Options received as attachment options to convertible notes issued.
20
During the previous financial period, effective 31 March 2014, the Company acquired Rewardle Pty Ltd. Mr Ruwan
Weerasooriya, a Director of the Company was sole shareholder and vendor of the issued shares in Rewardle Pty Ltd.
Mr Weerasooriya was issued 74,500,000 ordinary fully paid shares in the capital of Rewardle Holdings Limited. A
loan totalling $2,515,687 owed to Mr Weerasooriya by Rewardle Pty Ltd was repaid by the Company. $2,500,000 of
the loan was repaid through conversion into a convertible note in the Company with the remaining balance payable
in cash. During the current year, the $15,687 remaining balance was repaid to Mr Weerasooriya on 18 July 2014.
At 30 June 2015, the Company owed $11,653 to Mr Weerasooriya for the reimbursement of business expenses. The
Company entered into a lease for its principal place of business on Flinders Street in Melbourne which commenced
on 1 July 2014 for an initial term of one year, with two further option terms of one year each. Mr Weerasooriya is
the lessor under the lease. The option to extend this lease has not yet been executed and the lease is currently on a
During the previous financial period, the Company entered into convertible note agreements with its Directors and
also with unrelated parties. The convertible notes were issued with a conversion price of 20 cents per share and an
interest rate of 12% per annum. Convertible note holders received attaching options expiring 30 June 2017,
exercisable at 20 cents each, in lieu of an establishment fee. The attaching options were valued at $0.06798 each
using the Black-Scholes option valuation methodology. During the current year, on 12 September 2014, the
Company issued shares and paid the accrued interest to note holders on conversion of their convertible notes.
Amounts relating to convertible note agreements with the Directors are as follows:
2015
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
2014
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
$
-
-
-
-
-
$
Convertible
Notes
Outstanding
Attaching
Options
Received
No.
Attaching
Options
Value
12% Interest
Received
$
Conversion
Shares
Received
No.
$
-
-
-
-
-
-
150,000
10,197
111,781
12,500,000
7,154
1,210
3,577
800,000
200,000
400,000
150,000
10,197
123,722
13,900,000
Convertible
Notes
Principal
Attaching
Options
Received
No.
Attaching
Options
Value
$
Accrued
Interest at
Period End
$
2,500,000
160,000
40,000
80,000
9,375,000
600,000
-
300,000
2,780,000
10,275,000
637,313
40,788
-
20,394
698,495
50,959
3,261
237
1,631
56,088
This is the end of the Audited Remuneration Report.
J.
Other transactions with Key Management Personnel
During the previous financial period, effective 31 March 2014, the Company acquired Rewardle Pty Ltd. Mr Ruwan
Weerasooriya, a Director of the Company was sole shareholder and vendor of the issued shares in Rewardle Pty Ltd.
Mr Weerasooriya was issued 74,500,000 ordinary fully paid shares in the capital of Rewardle Holdings Limited. A
loan totalling $2,515,687 owed to Mr Weerasooriya by Rewardle Pty Ltd was repaid by the Company. $2,500,000 of
the loan was repaid through conversion into a convertible note in the Company with the remaining balance payable
in cash. During the current year, the $15,687 remaining balance was repaid to Mr Weerasooriya on 18 July 2014.
At 30 June 2015, the Company owed $11,653 to Mr Weerasooriya for the reimbursement of business expenses. The
Company entered into a lease for its principal place of business on Flinders Street in Melbourne which commenced
on 1 July 2014 for an initial term of one year, with two further option terms of one year each. Mr Weerasooriya is
the lessor under the lease. The option to extend this lease has not yet been executed and the lease is currently on a
month by month basis. The rental paid on this lease during the year was $24,753.
During the previous financial period, the Company entered into convertible note agreements with its Directors and
also with unrelated parties. The convertible notes were issued with a conversion price of 20 cents per share and an
interest rate of 12% per annum. Convertible note holders received attaching options expiring 30 June 2017,
exercisable at 20 cents each, in lieu of an establishment fee. The attaching options were valued at $0.06798 each
using the Black-Scholes option valuation methodology. During the current year, on 12 September 2014, the
Company issued shares and paid the accrued interest to note holders on conversion of their convertible notes.
Amounts relating to convertible note agreements with the Directors are as follows:
2015
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
2014
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
Convertible
Notes
Outstanding
$
Attaching
Options
Received
No.
Attaching
Options
Value
$
12% Interest
Received
$
Conversion
Shares
Received
No.
-
-
-
-
-
-
-
150,000
-
150,000
-
-
10,197
-
10,197
111,781
7,154
1,210
3,577
123,722
12,500,000
800,000
200,000
400,000
13,900,000
Convertible
Notes
Principal
$
Attaching
Options
Received
No.
Attaching
Options
Value
$
Accrued
Interest at
Period End
$
2,500,000
160,000
40,000
80,000
9,375,000
600,000
-
300,000
2,780,000
10,275,000
637,313
40,788
-
20,394
698,495
50,959
3,261
237
1,631
56,088
This is the end of the Audited Remuneration Report.
21
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
INSURANCE OF OFFICERS
The Company has in place an insurance policy insuring Directors and Officers of the Company against any liability
arising from a claim brought by a third party against the Company or its Directors and Officers, and against liabilities
for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting
in their capacity as a Director or officer of the Company, other than conduct involving a wilful breach of duty in
relation to the Company.
The Group is not currently subject to any specific environmental regulation under Australian Commonwealth or
In accordance with a confidentiality clause under the insurance policy, the amount of the premium paid to the
insurers has not been disclosed. This is permitted under Section 300(9) of the Corporations Act 2001.
Under ASX Listing Rule 4.10.3 the Company’s Corporate Governance Statement can be located at the URL on the
Company’s website being: : http://rewardleholdings.com/corporate-policies/
SHARE OPTIONS
At the date of this report there were the following unissued ordinary shares for which options were outstanding:
19,225,000 unlisted options expiring 30 June 2017, exercisable at $0.20 each
19,972,500 unlisted performance options expiring 7 February 2018, exercisable at $0.20 each
836,500 unlisted performance options expiring 7 February 2018, exercisable at $0.25 each
550,000 unlisted performance options expiring 7 February 2018, exercisable at $0.30 each
1,000,000 unlisted options expiring 31 March 2018, exercisable at $0.30 each
During the year the following options were issued:
3,700,000 options expiring 30 June 2017, exercisable at $0.20 each
20,000,000 performance options expiring 7 February 2018, exercisable at $0.20 each
No options were exercised or expired during the year.
Subsequent to year end and up to the date of this report, the options listed below have been issued:
60,000 performance options expiring 7 February 2018, exercisable at $0.20 each
836,500 performance options expiring 7 February 2018, exercisable at $0.25 each
550,000 performance options expiring 7 February 2018, exercisable at $0.30 each
1,000,000 options expiring 31 March 2018, exercisable at $0.30 each
Since the end of the financial year, 87,500 performance options expiring 7 February 2018 and 150,000 options
expiring 30 June 2017 were exercised at $0.20 each. At the date of this report, no options have expired.
No person entitled to exercise these options had or has any right, by virtue of the option, to participate in any share
issue of any other body corporate.
LEGAL PROCEEDINGS
The company was not a party to any legal proceedings during the year.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the company or 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 any part of those proceedings.
The Company was not a party to any such proceedings during the year.
22
ENVIRONMENTAL REGULATIONS
State law.
CORPORATE GOVERNANCE
AUDITOR
NON-AUDIT SERVICES
BDO East Coast Partnership continues in office in accordance with Section 327 of the Corporations Act 2001.
There were no amounts paid or payable to the auditor for non-audit services provided during the year by the auditor
other than those outlined in Note 4 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by
another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors
imposed by the Corporation Act 2001.
The directors are of the opinion that the services as disclosed in Note 4 to the financial statements do not compromise
the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for
the company, acting as advocate for the company or jointly sharing economic risks and rewards.
AUDITOR’S DECLARATION OF INDEPENDENCE
The auditor’s independence declaration for the year ended 30 June 2015, as required under section 307C of the
Corporations Act 2001, has been received and is included within the financial report.
Signed in accordance with a resolution of directors.
Ruwan Weerasooriya
Managing Director
30 September 2015
ENVIRONMENTAL REGULATIONS
The Group is not currently subject to any specific environmental regulation under Australian Commonwealth or
State law.
CORPORATE GOVERNANCE
Under ASX Listing Rule 4.10.3 the Company’s Corporate Governance Statement can be located at the URL on the
Company’s website being: : http://rewardleholdings.com/corporate-policies/
AUDITOR
BDO East Coast Partnership continues in office in accordance with Section 327 of the Corporations Act 2001.
NON-AUDIT SERVICES
There were no amounts paid or payable to the auditor for non-audit services provided during the year by the auditor
other than those outlined in Note 4 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by
another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors
imposed by the Corporation Act 2001.
The directors are of the opinion that the services as disclosed in Note 4 to the financial statements do not compromise
the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for
the company, acting as advocate for the company or jointly sharing economic risks and rewards.
AUDITOR’S DECLARATION OF INDEPENDENCE
The auditor’s independence declaration for the year ended 30 June 2015, as required under section 307C of the
Corporations Act 2001, has been received and is included within the financial report.
Signed in accordance with a resolution of directors.
Ruwan Weerasooriya
Managing Director
30 September 2015
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
23
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Trade and other receivables
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Loans and borrowings
Total Current Liabilities
Total Liabilities
Net Assets/(Liabilities)
EQUITY
Issued capital
Reserves
Accumulated losses
Total Equity
Consolidated
2015
$
2014
$
Note
6
7
7
8
9
10
4,859,008
118,723
4,977,731
454,287
34,706
488,993
714
714
1,463
1,463
4,978,445
490,456
228,039
110,757
-
200,949
49,671
3,066,910
338,796
3,317,530
338,796
3,317,530
4,639,649
(2,827,074)
11
12
12,306,202
2,723,190
220,101
1,061,665
(10,389,743)
(4,108,840)
4,639,649
(2,827,074)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015
Consolidated
Revenue
Sales revenue
Other revenue
Expenses
Consulting fees
Directors fees and benefits expense
Employee benefits expense
Finance costs
IT equipment
Legal fees
Merchant and member network costs
Share based payments
Other expenses
Loss before income tax expense
Income tax expense
Loss after Income Tax for the year/period
Other comprehensive income
Other comprehensive income for the year/period, net of tax
Total comprehensive loss attributable to members of the Rewardle
Holdings Limited
Basic and diluted loss per share for the year/period attributable to
the members of Rewardle Holdings Limited
5
Note
2015
$
2(a)
122,615
1,116,039
(134,315)
(183,187)
(2,130,794)
(573,948)
(1,274,482)
(58,622)
(693,222)
(1,559,556)
(911,431)
2(b)
3
2014
$
19,939
-
(34,544)
-
(401,105)
(458,556)
(188,769)
(57,062)
(108,545)
(203,940)
(153,682)
(6,280,903)
(1,586,264)
-
-
(6,280,903)
(1,586,264)
-
-
-
-
(6,280,903)
(1,586,264)
Cents
(5.66)
Cents
(3.22)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
24
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Trade and other receivables
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Loans and borrowings
Total Current Liabilities
Total Liabilities
Net Assets/(Liabilities)
EQUITY
Issued capital
Reserves
Accumulated losses
Total Equity
Consolidated
2015
$
2014
$
Note
6
7
7
8
9
10
4,859,008
118,723
4,977,731
454,287
34,706
488,993
714
714
1,463
1,463
4,978,445
490,456
228,039
110,757
-
338,796
200,949
49,671
3,066,910
3,317,530
338,796
3,317,530
4,639,649
(2,827,074)
11
12
12,306,202
2,723,190
(10,389,743)
220,101
1,061,665
(4,108,840)
4,639,649
(2,827,074)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
25
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015
Consolidated
2015
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Total
$
Balance at 1 July 2014
220,101
(4,108,840)
1,061,665
(2,827,074)
Loss for period
Total comprehensive loss for the period
-
-
(6,280,903)
(6,280,903)
-
-
(6,280,903)
(6,280,903)
Transactions with owners in their capacity as
owners:
Securities issued during the period
Capital raising costs
Cost of share based payments
12,780,000
(693,899)
-
-
-
-
-
-
1,661,525
12,780,000
(693,899)
1,661,525
Balance at 30 June 2015
12,306,202
(10,389,743)
2,723,190
4,639,649
2014
Incorporation at 25 March 2014
Loss for period
Total comprehensive loss for the period
Transactions with owners in their capacity as
owners:
Securities issued during the period
Capital raising costs
Cost of share based payments
Consolidation adjustment on acquisition of
Rewardle Pty Ltd (refer note 17):
Rewardle Holdings Limited
Rewardle Pty Ltd
-
-
-
-
(1,586,264)
(1,586,264)
-
-
-
-
(1,586,264)
(1,586,264)
Net cash provided by financing activities
8,689,884
1,203,501
11,396,001
-
-
-
-
-
-
-
1,065,587
11,396,001
-
1,065,587
Net increase in cash held
4,404,721
454,287
Cash at beginning of the financial year/period
454,287
Cash at end of the financial year/period
6
4,859,008
454,287
(11,176,000)
100
4,922
(2,527,498)
(3,922)
-
(11,175,000)
(2,527,398)
Balance at 30 June 2014
220,101
(4,108,840)
1,061,665
(2,827,074)
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
R&D tax offset refund received
Interest and other finance costs paid
Net cash (used in)/operating activities
Cash flows from investing activities
Acquisition of cash
Payment of security deposit
Cash flows from financing activities
Proceeds from issue of shares
Payment of capital raising costs
Proceeds from borrowings
Repayment of borrowings
Net cash (used in)/provided by investing activities
Consolidated
2015
$
2014
$
Note
Inflows/
(Outflows)
Inflows/
(Outflows)
10,370
(767,136)
6(a)
(4,284,177)
(756,766)
100,516
(5,329,874)
43,463
1,072,576
(170,858)
-
(986)
(986)
9,067,500
(591,929)
260,000
(45,687)
7,552
-
7,552
233,501
970,000
-
-
-
-
-
-
26
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
R&D tax offset refund received
Interest and other finance costs paid
Net cash (used in)/operating activities
Cash flows from investing activities
Acquisition of cash
Payment of security deposit
Net cash (used in)/provided by investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payment of capital raising costs
Proceeds from borrowings
Repayment of borrowings
Consolidated
2015
$
2014
$
Note
Inflows/
(Outflows)
Inflows/
(Outflows)
100,516
(5,329,874)
43,463
1,072,576
(170,858)
6(a)
(4,284,177)
-
(986)
(986)
9,067,500
(591,929)
260,000
(45,687)
10,370
(767,136)
-
-
-
(756,766)
7,552
-
7,552
233,501
-
970,000
-
Net cash provided by financing activities
8,689,884
1,203,501
Net increase in cash held
4,404,721
454,287
Cash at beginning of the financial year/period
454,287
-
Cash at end of the financial year/period
6
4,859,008
454,287
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
27
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
1.
Summary of Significant Accounting Policies
(a)
Basis of Preparation
These consolidated financial statements and notes represent those of Rewardle Holdings Limited and
controlled entities (“Group” or “Consolidated Entity”).
The financial report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The Group is a for-profit entity for financial
reporting purposes under Australian Accounting Standards.
The financial report has been prepared on an accruals basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis
of accounting has been applied.
Rewardle Holdings Limited (“Company” or “Parent Entity”) is a company limited by shares incorporated in
Australia. The nature of the operations and principal activities of the Group are described in the Directors
Report.
The Company was incorporated on 25 March 2014 with the first accounting period ending 30 June 2014.
Comparative information disclosed for 2014 therefore relates to this period.
The separate financial statements of the parent entity, Rewardle Holdings Limited, have not been presented
within this financial report as permitted by the Corporations Act 2001.
(b)
Going concern basis
For the year ended 30 June 2015 the consolidated entity had an operating net loss of $6,280,903 (2014:
$1,586,264) and net cash outflows from operating activities of $4,284,177 (2014: $756,766). As of that date,
the Group had net current assets of $4,638,935 (2014: $2,828,537 net liabilities), including cash of $4,859,008
(2014: $454,287).
The consolidated entity is expecting to commence monetisation of the Network, initially through Brand
Partnerships, as demonstrated with partnerships already announced with Air Asia, Quickflix and Nestle, in the
2016 financial year.
The ability to continue as a going concern is dependent upon a number of factors, one being the continuation
and availability of funds. The financial statements have been prepared on the basis that the consolidated
entity is a going concern, which contemplates the continuity of its business, realisation of assets and the
settlement of liabilities in the normal course of business.
To this end, the consolidated entity is expecting to fund ongoing obligations through capital raising activities
to the extent that it may be required. The Directors are confident that the Group will be successful in raising
the required capital, due to the success the Company had previously in its capital raisings.
Based on the above and cash flow forecasts prepared, the directors are of the opinion that the basis upon
which the financial statements are prepared is appropriate in the circumstances.
28
1.
Summary of Significant Accounting Policies (Cont.)
(b)
Going concern basis (Cont.)
These conditions indicate a material uncertainty that may cast significant doubt about the consolidated
entity’s ability to continue as a going concern. Should the consolidated entity be unable to continue as a going
concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course
of business, and at amounts that differ from those stated in the financial statements. The financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets amounts or
to the amounts and classification of liabilities that might be necessarily incurred should the consolidated
entity not continue as a going concern.
(c)
New and amended standards adopted by the Group
The Group has adopted all of the new, revised or amending Accounting Standards and interpretations
issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting
period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not
been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the
financial performance or position of the Group.
The following Accounting Standards and interpretations are most relevant to the Group:
AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial
Liabilities
The consolidated entity has applied AASB 2012-3 from 1 July 2014. The amendments add application
guidance to address inconsistencies in the application of the offsetting criteria in AASB 132 ‘Financial
Instruments: Presentation’, by clarifying the meaning of ‘currently has a legally enforceable right to set-off’;
and clarifies that some gross settlement systems may be considered to be equivalent to net settlement.
AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets
The consolidated entity has applied AASB 2013-3 from 1 July 2014. The disclosure requirements of AASB 136
‘Impairment of Assets’ have been enhanced to require additional information about the fair value
measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals.
Additionally, if measured using a present value technique, the discount rate is required to be disclosed.
29
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
1.
Summary of Significant Accounting Policies (Cont.)
(c) New and amended standards adopted by the Group (Cont.)
AASB 2014-1 Amendments to Australian Accounting Standards (Parts A to C)
The consolidated entity has applied Parts A to C of AASB 2014-1 from 1 July 2014. These amendments affect
the following standards: AASB 2 ‘Stare-based Payment’: clarifies the definition of ‘vesting condition’ by
separately defining a ‘performance condition’ and a ‘service condition’ and amends the definition of ‘market
condition’; AASB 3 ‘Business Combinations’: clarifies that contingent consideration
in a business
combination is subsequently measured at fair value with changes in fair value recognised in profit or loss
irrespective of whether the contingent consideration is within the scope of AASB 9; AASB 8 ‘Operating
Segments’: amended to require disclosures of judgements made in applying the aggregation criteria and
clarifies that a reconciliation of the total reportable segment assets to the entity’s assets is required only if
segment assets are reported regularly to the chief operation decision maker; AASB 13 ‘Fair Value
Measurement’: clarifies that the portfolio exemption applies to the valuation of contracts within the scope
of AASB 9 and AASB 139; AASB 116 ‘Property, Plant and Equipment’ and AASB 138 ‘Intangible Assets’:
clarifies that on revaluation, restatement of accumulated depreciation will not necessarily be in the same
proportion to the change in the gross carrying value of the asset; AASB 124 ‘Related Party Disclosures’:
extends the definition of ‘related party’ to include a management entity that provides KMP services to the
entity or its parent and requires disclosure of the fees paid to the management entity; AASB 140
‘Investment Property’: clarifies that the acquisition of an investment property may constitute a business
combination.
(d)
Statement of Compliance
The financial report was authorised for issue on 30 September 2015.
The financial report, comprising the financial statements and notes thereto, complies with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(e)
Basis of consolidation
The consolidated financial statements comprise the financial statements of Rewardle Holdings Limited
(“Company” or “Parent Entity”) and its subsidiaries as at 30 June each year (“Consolidated Entity” or “Group”).
Control is achieved where the company has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities.
The financial statements of the subsidiaries are prepared for the same reporting year as the parent company,
using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Control exists where the
company has the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing when the Group controls another entity.
30
1.
Summary of Significant Accounting Policies (Cont.)
(e)
Basis of consolidation (Cont.)
Business combinations have been accounted for using the acquisition method of accounting (refer note 1(f)).
Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the
Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associates have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the
Group and are presented separately in the statement of profit or loss and other comprehensive income and
within equity in the consolidated statement of financial position. Losses are attributed to the non-controlling
interests even if that results in a deficit balance.
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests
in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised within equity attributable to owners of the Company.
When the group ceases to have control, joint control or significant influence, any retained interest in the
entity is re-measured to its fair value with the change in carrying amount recognised in profit or loss. The fair
value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, joint controlled entity or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the
related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
(f)
Business combinations
The acquisition method of accounting is used to account for all business combinations, including business
combinations involving entities or business under common control, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the
fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The
consideration transferred also includes the fair value of any contingent consideration arrangement and the
fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expenses as
incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an
acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair
value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s
share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been
reviewed, the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
31
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
(f)
Business combinations (Cont.)
Contingent consideration is classified as either equity or a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value with changes in fair value recognised in the statement of
profit or loss and other comprehensive income.
(g)
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances and duties and taxes paid.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
(h)
Research and development tax refund
The Group has adopted the income approach to accounting for research and development tax offset pursuant
to AASB 120 ‘Accounting for Government Grant and Disclosure of Government Assistance’ whereby the
incentive is recognised in profit or loss on a systematic basis over the periods in which the Group recognises
the eligible expenses.
(i)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as
described above, net of outstanding bank overdrafts.
(j)
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less
provision for impairment. Trade receivables are due for settlement within 30 days from the date of
recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off.
An allowance account for doubtful receivables is established when there is objective evidence that the
Company will not be able to collect all amounts due according to the original terms of receivables. The amount
of the provision is the difference between the asset’s carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term
receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is
recognised in the statement of profit or loss and other comprehensive income. When a trade receivable for
which an impairment allowance has been recognised becomes uncollectable in a subsequent period, it is
written off against the allowance account. Subsequent recoveries of amounts previously written off are
credited against other expenses in the statement of profit or loss and other comprehensive income.
32
1.
Summary of Significant Accounting Policies (Cont.)
(k)
Income Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax
losses can be utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
The amount of benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income legislation and the anticipation that the Group will derive
sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
33
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
1.
(l)
Summary of Significant Accounting Policies (Cont.)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(m)
Financial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified
as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity
investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially,
they are measured at fair value, plus, in the case of investments not at fair value through profit or loss,
directly attributable transactions costs. The Group determines the classification of its financial assets after
initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-
end.
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the
Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial
assets under contracts that require delivery of the assets within the period established generally by
regulation or convention in the marketplace
Loans and receivables
(i)
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Such assets are carried at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or
impaired, as well as through the amortisation process.
(n)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Group makes an
estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets and the asset's value
in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part
of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down
to its recoverable amount.
34
(n)
Impairment of assets (Cont.)
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses relating to continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which
case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior periods. Such reversal is recognised in profit or
loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation
increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(o)
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and services. The
amounts are unsecured and are usually paid within 30 days of recognition.
(p)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually
certain. The expense relating to any provision is presented in the statement of profit or loss and other
comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a
borrowing cost.
(q)
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expenses to be settled within 12 months of the reporting date are measured at the amounts expected to be
paid when the liabilities are settled.
35
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
(q) Employee benefits (Cont.)
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 is measured as 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
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future
cash outflows.
(r)
Share-based payment transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of share-
based payments, whereby employees render services in exchange for shares or rights over shares (equity-
settled transactions).
When provided, the cost of these equity-settled transactions with employees is measured by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined using
the Black-Scholes model or the binomial option valuation model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Rewardle Holdings Limited (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number
of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions is included in the determination of fair
value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any modification that increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at
the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the original award, as described in the previous
paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
36
(s)
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. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a new business are not included in the
cost of acquisition as part of the purchase consideration.
(t)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Board of Directors of the
Company.
(u)
Earnings per share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude
any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted
average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
(v)
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the year in which they are incurred, including interest on short-term borrowings.
(w)
Borrowings
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net
of issue costs associated with the borrowing. Interest calculated using the effective interest rate method is
accrued over the period it becomes due and increases the carrying amount of the liability.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least 12 months after the statement of financial position date.
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
periods. The corresponding interest on convertible notes is expensed to profit or loss.
37
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
1.
Summary of Significant Accounting Policies (Cont.)
(x)
Accounting Estimates and Judgments
In the process of applying the Group’s accounting policies, management has made certain judgments or
estimations which have an effect on the amounts recognized in the financial statements.
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting
period are:
Impairment of assets
(i)
In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are
made regarding the present value of future cash flows using asset-specific discount rates and the recoverable
amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts
incorporate a number of key estimates. No assets were subject to impairment testing at 30 June 2015.
(ii) Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined from market value using the
Black Scholes method.
Deferred tax balances
(iii)
Deferred Tax Balances have not been recognised as it is not probable that they can be recovered.
38
1.
Summary of Significant Accounting Policies (Cont.)
(x)
Accounting Estimates and Judgments
In the process of applying the Group’s accounting policies, management has made certain judgments or
2.
Revenue and Expenses
estimations which have an effect on the amounts recognized in the financial statements.
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting
period are:
(i)
Impairment of assets
In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are
made regarding the present value of future cash flows using asset-specific discount rates and the recoverable
amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts
incorporate a number of key estimates. No assets were subject to impairment testing at 30 June 2015.
(ii) Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined from market value using the
Black Scholes method.
(iii)
Deferred tax balances
Deferred Tax Balances have not been recognised as it is not probable that they can be recovered.
(a) Other Revenue
Interest
Research and development tax incentive
(b) Other Expenses
Advertising
Audit fees
Company secretarial, compliance and accounting
Doubtful debt expense
Freight
Payroll tax
Rent
Security exchange and registry fees
Telephone
Travel costs
Other
Consolidated
2015
$
2014
$
43,463
1,072,576
1,116,039
-
-
-
81,649
41,000
128,404
7,907
49,206
75,129
85,538
109,241
70,762
106,253
156,342
911,431
11,715
14,000
37,235
7,335
12,939
25,143
5,545
-
13,249
7,858
18,663
153,682
3.
Income Tax
(a) Income Tax Expense
The income tax expense for the year/period differs from the prima
facie tax as follows:
Loss for year/period
(6,280,903)
(1,586,264)
Prima facie income tax (benefit) @ 30% (2014: 30%)
(1,884,271)
(475,879)
Tax effect of non-deductible/(non-assessable) items
Deferred tax assets not brought to account
Total income tax expense
303,912
1,580,359
-
195,085
280,794
-
(b) Deferred Tax Assets
Deferred tax assets not brought to account arising from tax losses, the
benefits of which will only be realised if the conditions for
deductibility set out in note 1(k) occur:
There are no franking credits available to the Group.
(c) Deferred Tax Liability
Deferred tax liability
1,907,789
280,794
Nil
Nil
39
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
4.
Auditors’ Remuneration
The auditor of Rewardle Holdings Limited is BDO East Coast Partnership.
Amounts, received or due and receivable by BDO East Coast Partnership for:
- audit or review services
- other non-audit services
5.
Earnings per Share (EPS)
Basic earnings per share/diluted earnings per share
The earnings and weighted average number of ordinary shares used in the
calculation of basic earnings per share is as follows:
Earnings – Net loss for year
Consolidated
2015
$
2014
$
41,000
-
41,000
14,000
7,500
21,500
Cents
(5.66)
Cents
(3.22)
(6,280,903)
(1,586,264)
No.
No.
Weighted average number of ordinary shares used in the calculation of basic EPS
As the Company is in a loss position, diluted EPS calculated is equal to basic EPS.
111,023,332
49,339,455
(b) Non-cash financing and investing activities
6.
Cash and Cash Equivalents
Cash at bank
Cash at bank earns interest at floating rates based on daily bank deposit rates.
This should be read in conjunction with note 19 on Financial Risk Management
(a) Reconciliation of loss for the year/period to net cash flows from
operating activities:
Loss for the year/period
Non-cash flows in profit
Equity settled share based payment
Changes in assets and liabilities
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Increase in provisions
Net cash outflows from operating activities
Consolidated
2015
$
2014
$
4,859,008
454,287
(6,280,903)
(1,586,264)
2,031,866
593,277
(84,760)
(11,466)
61,086
(14,399)
200,949
49,671
(4,284,177)
(756,766)
During the year, the Company issued 18,500,000 ordinary fully paid shares upon conversion of convertible notes
with a face value of $3,700,000. The Company also issued 1,500,000 brokers options expiring 30 June 2017,
exercisable at 20 cents each, as consideration for capital raising services valued at $101,970.
During the previous financial period, the Company acquired all the shares in Rewardle Pty Ltd by issuing 74,500,000
ordinary fully paid shares at 15 cents each to the vendor and agreeing to repay a loan of $2,515,687 on behalf of the
vendor. An amount of $2,500,000 of the total loan amount was repaid through conversion into a convertible note in
the Company. Refer note 16.
40
6.
Cash and Cash Equivalents
Cash at bank
Cash at bank earns interest at floating rates based on daily bank deposit rates.
This should be read in conjunction with note 19 on Financial Risk Management
(a) Reconciliation of loss for the year/period to net cash flows from
operating activities:
Loss for the year/period
Non-cash flows in profit
Equity settled share based payment
Changes in assets and liabilities
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Increase in provisions
Net cash outflows from operating activities
(b) Non-cash financing and investing activities
Consolidated
2015
$
2014
$
4,859,008
454,287
(6,280,903)
(1,586,264)
2,031,866
593,277
(84,760)
(11,466)
61,086
(14,399)
200,949
49,671
(4,284,177)
(756,766)
During the year, the Company issued 18,500,000 ordinary fully paid shares upon conversion of convertible notes
with a face value of $3,700,000. The Company also issued 1,500,000 brokers options expiring 30 June 2017,
exercisable at 20 cents each, as consideration for capital raising services valued at $101,970.
During the previous financial period, the Company acquired all the shares in Rewardle Pty Ltd by issuing 74,500,000
ordinary fully paid shares at 15 cents each to the vendor and agreeing to repay a loan of $2,515,687 on behalf of the
vendor. An amount of $2,500,000 of the total loan amount was repaid through conversion into a convertible note in
the Company. Refer note 16.
41
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
7.
Trade and Other Receivables
Current
Trade receivables
Less: Provision for doubtful debt
Other receivables
Consolidated
2015
$
2014
$
28,471
-
28,471
90,252
118,723
18,335
(7,335)
11,000
23,706
34,706
Terms and conditions relating to the above financial instruments:
Trade and other receivables are non-interest bearing and generally repayable within 30-60 days.
Non-Current
Employee loans
714
1,463
The employee loans are non-interest bearing. No employee loans are past due or impaired.
Refer to risk management note 19.
Impaired trade receivables
The Group recognised a loss of $7,907 (2014: $7,335) in profit or loss in respect of impairment of trade receivables
for the year ended 30 June 2015.
Impairment losses:
- individually impaired trade receivables
- movement in provision for impairment
-
(7,907)
-
(7,335)
Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as
follows:
Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectable
Closing balance
7,335
7,907
(15,242)
-
-
7,335
-
7,335
42
7.
Trade and Other Receivables (Continued)
Past due but not impaired
At 30 June 2015, the ageing analysis of trade receivables is as follows:
0 – 30 days – not past due
31 – 60 days – not past due
61 – 90 days - past due but not impaired
61 – 90 days - considered impaired
Over 90 days - past due but not impaired
Over 90 days - considered impaired
Consolidated
2015
$
2014
$
890
2,054
2,313
-
23,214
-
28,471
6,380
3,520
-
625
1,100
6,710
18,335
As at 30 June 2015, trade receivables of $25,527 (2014: $1,100) were past due but not impaired. The Group did not
consider a credit risk on the aggregate balances after reviewing the credit terms of customers based on recent
collection practices.
The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on
the credit history of these classes, it is expected that these amounts will be received when due.
8.
Trade and Other Payables
Current
Trade payables
Other payables
Loan from director
108,477
107,909
11,653
228,039
105,356
74,179
21,414
200,949
Terms and conditions relating to the above financial instruments:
Trade and other payables are non-interest bearing and are normally settled on 30 day terms.
The loan from director is unsecured and non-interest bearing.
Due to the short term nature of the above financial instruments, their carrying value is assumed to approximate
their fair value.
Amounts are expected to be settled within twelve months, refer to risk management note 19.
9.
Provisions
Current
Employee benefits
110,757
49,671
Employee benefits represent annual leave entitlements of employees within the Group and is non-interest bearing.
The entire obligation is presented as current, since the Group does not have a right to defer settlement.
43
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
10.
Loans and Borrowings
Current
Unsecured – Interest bearing
Convertible notes
Consolidated
2015
$
2014
$
-
3,066,910
During the year, the Company had on issue convertible notes with a face value of $3,700,000 (“principal”), a
conversion price of 20 cents per share and an interest rate of 12% per annum. The principal amount was converted
into 18,500,000 ordinary fully paid shares on 12 September 2014 and the accrued interest of $157,548 paid in cash.
The convertible notes also had 13,875,000 attaching options expiring 30 June 2017, exercisable at 20 cents each. The
attaching options have been issued in lieu of an establishment fee.
11.
Issued Capital
Issued and paid up capital
(a)
Ordinary shares - fully paid
12,306,202
220,101
(b) Movement in ordinary shares on issue
2015
2014
Number
$
Number
$
Ordinary shares – fully paid
Balance at beginning of year
Issued on incorporation for cash – 25 March 2014
Issued for cash – April 2014
Issued for cash – July 2014
Issued as part consideration for acquisition of
Rewardle Pty Ltd – 30 April 2014
Consolidation adjustment on acquisition of
Rewardle Pty Ltd (note 16):
- Rewardle Holdings Ltd
- Rewardle Pty Ltd
Issued on conversion of convertible notes – 12
September 2014
Issued for cash pursuant to prospectus – 30
September 2014
Expenses of issue
Issued for cash pursuant to placement – 2 April
2015
Expenses of issue
Balance at end of year
76,966,665
-
-
533,335
220,101
-
-
80,000
-
1,000,000
1,466,665
-
-
1,000
220,001
-
-
-
-
-
-
-
18,500,000
3,700,000
20,000,000
-
4,000,000
(366,719)
74,500,000
11,175,000
-
-
-
-
-
(11,176,000)
100
-
-
-
15,151,515
-
131,151,515
5,000,000
(327,180)
12,306,202
-
-
76,966,665
-
-
220,101
44
11.
Issued Capital (Continued)
(c) Share options
At the end of the year, the following options over unissued ordinary shares were outstanding:
19,375,000 options expiring 30 June 2017, exercisable at 20 cents each; and
20,000,000 performance options expiring 7 February 2018, exercisable at 20 cents each.
(d) Terms and conditions of issued capital
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to
participate in proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.
Refer to capital risk management note 19.
45
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
Consolidated
2015
$
2014
$
2,727,112
(3,922)
2,723,190
1,065,587
(3,922)
1,061,665
1,065,587
67,980
81,575
1,410,000
-
203,940
861,647
-
101,970
-
2,727,112
1,065,587
12.
Reserves
Option issue reserve
Acquisition reserve
Option issue reserve
(i) Nature and purpose of reserve
The option issue reserve is used to accumulate amounts received on the issue of
options and records items recognised as expenses on valuation of incentive
based share options.
(ii) Movements in reserve
Balance at beginning of year
Issue of incentive based share options – service options
Options issued as establishment fee on convertible notes – attaching
options
Issue of incentive based share options – performance options
Options issued as consideration for capital raising services – broker
options
Balance at end of year
Acquisition reserve
(i) Nature and purpose of reserve
As part of the acquisition of Rewardle Pty Ltd (refer note 16), the equity balances
of the Consolidated Entity would be that of the operating entity, Rewardle Pty Ltd
(deemed to be the “acquirer” for accounting purposes). The resulting difference
between the equity balances of Rewardle Holdings Limited and that of Rewardle
Pty Ltd is recognised in the acquisition reserve.
(ii) Movements in reserve
Balance at beginning of year
Pre-acquisition issued capital of Rewardle Holdings Limited
Pre-acquisition accumulated losses of Rewardle Holdings Ltd
Balance at end of year
(3,922)
-
-
(3,922)
-
1,000
(4,922)
(3,922)
46
13.
Commitments
Operating lease commitments
Non-cancellable operating leases contracted for but not recognised in
the financial statements:
Payable – minimum lease payments
- Not later than one year
- After one year but not more than five years
Consolidated
2015
$
2014
$
17,915
-
17,915
34,100
-
34,100
The premises lease for the Company’s principal place of business commenced on 1 July 2014 for an initial term of
one year, with two further option terms of one year each. Ruwan Weerasooriya, a Director of the Company, is the
lessor under the lease. Rental for the first year is $24,750 plus outgoings of approximately $9,350. On each
anniversary of the lease commencement date, the rent will be increased in accordance with the consumer price
index. Currently the lease is on a month by month basis.
The lease for the Sydney office premises commenced on 10 December 2014 for a period of one year with an option
to renew for another year. The rent for the first year is $34,510.
14.
Contingent Liabilities
The Group has no material contingent liabilities as at the date of this report (2014: nil).
15.
Financial Reporting by Segments
The Group has identified its operating segments based on the internal reports that are used by the Board (the chief
operating decision makers) in assessing performance and in determining the allocation of resources.
The Board as a whole will regularly review the identified segments in order to allocate resources to the segment and
to assess its performance.
The Board considers that the Group has only operated in one segment, being operating as a Digital Customer
Engagement platform for local SME merchants.
Where applicable, corporate costs, finance costs, and interest revenue are not allocated to segments as they are not
considered part of the core operations of the segments and are managed on a Group basis.
The consolidated entity is domiciled in Australia. All revenue from external customers is generated from Australia
only. Segment revenues are allocated based on the country in which the project is located.
Revenues were not derived from a single external customer.
16.
Acquisition of Rewardle Pty Ltd
47
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
During the previous financial period, effective 31 March 2014, the Company acquired 100% of the issued shares of
Rewardle Pty Ltd by issuing 74,500,000 shares to the vendor, the vendor being Mr Ruwan Weerasooriya, a Director
of the Company. As part of the consideration, the Company repaid a loan totalling $2,515,687 owed to the vendor by
Rewardle Pty Ltd. $2,500,000 of the loan was repaid through conversion into a convertible note in the Company with
the remaining balance paid in cash.
The consideration paid gives the vendor a controlling interest in the Company following the acquisition, equating to
a controlling interest in the Consolidated Entity. Rewardle Pty Ltd has thus been deemed the acquirer for accounting
purposes as it owns 98.68% (74,500,000 / 75,500,000 shares) of the Consolidated Entity following the acquisition.
The acquisition of Rewardle Pty Ltd by Rewardle Holdings Limited is not deemed to be a business combination, as
Rewardle Holdings Limited is not considered to be a business under AASB 3 Business Combinations.
As such, the consolidation of these two companies is on the basis of the continuation of Rewardle Pty Ltd with no
fair value adjustments, whereby Rewardle Pty Ltd is deemed to be the accounting parent. Therefore, the pre-
acquisition equity balances of Rewardle Holdings Limited (totalling $1,000 of issued capital and $4,922 of
accumulated losses) are eliminated against the reserves on consolidation.
17.
Related Party Transactions
(a)
Subsidiaries
The consolidated financial statements include the financial statements of Rewardle Holdings Limited and the
subsidiaries listed in the following table:
County of
Incorporation
Class of Shares
Rewardle Pty Ltd
Australia
Ordinary
(b)
Parent entity
% Equity Interest
2015
100%
2014
100%
Rewardle Holdings Limited is the ultimate Australian parent entity and ultimate parent of the Group.
(c)
Key management personnel
Refer to the remuneration report contained in the Directors’ Report for details of the remuneration paid or payable
to each member of the consolidated entity’s key management personnel for the year ended 30 June 2015.
The totals of remuneration paid to key management personnel of the company during the year are as follows:
Consolidated
2015
$
167,294
15,893
705,000
888,187
2014
$
-
-
203,940
203,940
Short-term benefits
Post-employment benefits
Share-based payments
48
17.
Related Party Transactions (Continued)
(d) Other transactions with Key Management Personnel
During the previous financial period, effective 31 March 2014, the Company acquired Rewardle Pty Ltd. Mr Ruwan
Weerasooriya, a Director of the Company was sole shareholder and vendor of the issued shares in Rewardle Pty Ltd.
Mr Weerasooriya was issued 74,500,000 ordinary fully paid shares in the capital of Rewardle Holdings Limited. A
loan totalling $2,515,687 owed to Mr Weerasooriya by Rewardle Pty Ltd was repaid by the Company. $2,500,000 of
the loan was repaid through conversion into a convertible note in the Company with the remaining balance payable
in cash. During the current year, the $15,687 remaining balance was repaid to Mr Weerasooriya on 18 July 2014.
At 30 June 2015, the Company owed $11,653 to Mr Weerasooriya for the reimbursement of business expenses. The
Company entered into a lease for its principal place of business on Flinders Street in Melbourne which commenced
on 1 July 2014 for an initial term of one year, with two further option terms of one year each. Mr Weerasooriya is
the lessor under the lease. The option to extend this lease has not yet been executed and the lease is currently on a
month by month basis. The rental paid on this lease during the year was $24,753.
During the previous financial period, the Company entered into convertible note agreements with its Directors and
also with unrelated parties. The convertible notes were issued with a conversion price of 20 cents per share and an
interest rate of 12% per annum. Convertible note holders received attaching options expiring 30 June 2017,
exercisable at 20 cents each, in lieu of an establishment fee. The attaching options were valued at $0.06798 each
using the Black-Scholes option valuation methodology. During the current year, on 12 September 2014, the
Company issued shares and paid the accrued interest to note holders on conversion of their convertible notes.
Amounts relating to convertible note agreements with the Directors are as follows:
2015
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
2014
Director
R Weerasooriya
P Pawlowitsch
J Matthews
B Munro
Convertible
Notes
Outstanding
$
Attaching
Options
Received
No.
Attaching
Options
Value
$
12% Interest
Received
$
Conversion
Shares
Received
No.
-
-
-
-
-
-
-
150,000
-
150,000
-
-
10,197
-
10,197
111,781
7,154
1,210
3,577
123,722
12,500,000
800,000
200,000
400,000
13,900,000
Convertible
Notes
Principal
$
Attaching
Options
Received
No.
Attaching
Options
Value
$
Accrued
Interest at
Period End
$
2,500,000
160,000
40,000
80,000
9,375,000
600,000
-
300,000
2,780,000
10,275,000
637,313
40,788
-
20,394
698,495
50,959
3,261
237
1,631
56,088
49
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
18.
Parent Entity Disclosures
(a) Summary financial information
Financial Position
Assets
Current Assets
Non-current asset
Total assets
Liabilities
Current Liabilities
Total liabilities
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Financial Performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Parent
2015
$
2014
$
4,577,672
-
4,577,672
438,696
-
438,696
82,143
82,143
3,135,915
3,135,915
23,482,102
2,727,112
(21,713,685)
4,495,529
11,396,001
1,065,587
(15,158,807)
(2,697,219)
(6,554,878)
-
(6,554,878)
(15,158,807)
-
(15,158,807)
(b) Guarantees
Rewardle Holdings Limited has not entered into any guarantees in relation to the debts of its subsidiary.
(c) Other Commitments and Contingencies
Rewardle Holdings Limited has no commitments to acquire property, plant and equipment, and has no contingent
liabilities apart from the amounts disclosed in note 14.
50
19.
Financial Risk Management
The Consolidated Entity’s principal financial instruments comprise receivables, payables, loans and cash. The
Consolidated Entity manages its exposure to key financial risks in accordance with the Consolidated Entity’s financial
risk management policy. The objective of the policy is to support the delivery of the Consolidated Entity’s financial
targets while protecting future financial security.
The main risks arising from the Consolidated Entity’s financial instruments are interest rate risk, credit risk and
liquidity risk. The Consolidated Entity does not speculate in the trading of derivative instruments. The Consolidated
Entity uses different methods to measure and manage different types of risks to which it is exposed. These include
monitoring levels of exposure to interest rates and assessments of market forecasts for interest rates. Ageing analysis
of and monitoring of receivables are undertaken to manage credit risk, liquidity risk is monitored through the
development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and
agrees policies for managing each of the risks identified below, including for interest rate risk, credit allowances and
cash flow forecast projections.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset
and financial liability are disclosed in note 1 to the financial statements.
Risk Exposures and Responses
Interest rate risk
The Consolidated Entity’s exposure to risks of changes in market interest rates relates primarily to the Consolidated
Entity’s cash balances. The Consolidated Entity constantly analyses its interest rate exposure. Within this analysis
consideration is given to potential renewals of existing positions, alternative financing positions and the mix of fixed
and variable interest rates. As the Company has no interest bearing borrowings its exposure to interest rate
movements is limited to the amount of interest income it can potentially earn on surplus cash deposits.
As at reporting date, the Consolidated Entity had the following financial assets exposed to variable interest rates that
are not designated in cash flow hedges:
Financial Assets
Cash and cash equivalents (interest-bearing accounts)
Net exposure
Consolidated
2015
$
2014
$
4,859,008
4,859,008
454,287
454,287
51
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
19.
Financial Risk Management (Continued)
19.
Financial Risk Management (Continued)
The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date.
At year end, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post
tax profit and equity relating to financial assets of the Consolidated Entity would have been affected as follows:
The following table details the expected maturity of the Group’s financial assets and liabilities based on the earliest
date of maturity or payment respectively. The amounts are stated on an undiscounted basis and include interest.
Judgements of reasonably possible movements:
Post tax profit – higher / (lower)
+ 0.5%
- 0.5%
Equity – higher / (lower)
+ 0.5%
- 0.5%
Consolidated
2015
$
2014
$
24,295
(24,295)
24,295
(24,295)
2,726
(2,726)
2,726
(2,726)
Liquidity Risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of loans
and other available credit lines.
The Consolidated Entity manages liquidity risk by monitoring immediate and forecast cash requirements and
ensuring adequate cash reserves are maintained.
Credit risk
Credit risk arises from the financial assets of the Consolidated Entity, which comprise deposits with banks and trade
and other receivables. The Consolidated entity’s exposure to credit risk arises from potential default of the counter
party, with the maximum exposure equal to the carrying amount of these instruments. The carrying amount of
financial assets included in the statement of financial position represents the Consolidated Entity’s maximum
exposure to credit risk in relation to those assets.
The Consolidated Entity does not hold any credit derivatives to offset its credit exposure.
The Consolidated Entity trades only with recognised, credit worthy third parties and as such collateral is not
requested nor is it the Consolidated Entity’s policy to secure its trade and other receivables.
Receivable balances are monitored on an ongoing basis with the result that the Consolidated Entity does not have a
significant exposure to bad debts.
The Consolidated Entity’s cash deposits are held with a major Australian banking institution with a credit rating of
AA- otherwise, there are no significant concentrations of credit risk within the Consolidated entity.
52
Consolidated
2015
Financial Assets:
Non-interest bearing
Variable interest rate
Fixed interest rate
Financial Liabilities:
Non-interest bearing
Fixed interest rate
2014
Financial Assets:
Non-interest bearing
Variable interest rate
Fixed interest rate
Financial Liabilities:
Non-interest bearing
Fixed interest rate
Weighted
average
effective
interest rate
%
Less than 1
month
$
1 – 3
Months
$
3 months
– 1 year
$
1 – 5
years
$
1.35
28,471
4,859,008
89,266
986
714
4,887,479
89,266
986
714
108,477
119,562
108,477
119,562
-
-
-
34,706
454,287
488,993
200,949
3,066,910
3,267,859
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,463
1,463
-
-
-
-
-
-
-
-
2.35
Capital Management Risk
Management controls the capital of the Consolidated Entity in order to maximise the return to shareholders and
ensure that the Group can fund its operations and continue as a going concern.
Management effectively manages the Group’s capital by assessing the Consolidated Entity’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These responses include the
management of expenditure and debt levels and share and option issues.
The Group has no external loan debt facilities other than trade payables.
Commodity Price and Foreign Currency Risk
The Consolidated Entity’s exposure to price and currency risk is minimal.
Fair Value
The Group does not have any financial instruments that are subject to recurring fair value measurements. Due to
their short-term nature, the carrying amounts of the current receivables and current trade and other payables is
assumed to approximate their fair value.
19.
Financial Risk Management (Continued)
The following table details the expected maturity of the Group’s financial assets and liabilities based on the earliest
date of maturity or payment respectively. The amounts are stated on an undiscounted basis and include interest.
Consolidated
2015
Financial Assets:
Non-interest bearing
Variable interest rate
Fixed interest rate
Financial Liabilities:
Non-interest bearing
Fixed interest rate
2014
Financial Assets:
Non-interest bearing
Variable interest rate
Fixed interest rate
Financial Liabilities:
Non-interest bearing
Fixed interest rate
Weighted
average
effective
interest rate
%
Less than 1
month
$
1 – 3
Months
$
3 months
– 1 year
$
1 – 5
years
$
-
1.35
-
-
-
-
2.35
-
-
-
28,471
4,859,008
-
4,887,479
89,266
-
-
89,266
108,477
-
108,477
119,562
-
119,562
34,706
454,287
-
488,993
200,949
3,066,910
3,267,859
-
-
-
-
-
-
-
986
-
-
986
-
-
-
-
-
-
-
-
-
-
714
-
-
714
-
-
-
1,463
-
-
1,463
-
-
-
Capital Management Risk
Management controls the capital of the Consolidated Entity in order to maximise the return to shareholders and
ensure that the Group can fund its operations and continue as a going concern.
Management effectively manages the Group’s capital by assessing the Consolidated Entity’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These responses include the
management of expenditure and debt levels and share and option issues.
The Group has no external loan debt facilities other than trade payables.
Commodity Price and Foreign Currency Risk
The Consolidated Entity’s exposure to price and currency risk is minimal.
Fair Value
The Group does not have any financial instruments that are subject to recurring fair value measurements. Due to
their short-term nature, the carrying amounts of the current receivables and current trade and other payables is
assumed to approximate their fair value.
53
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
20.
Share Based Payments
(a) Value of share based payments in the financial statements
Share based payments expensed - directors fees and benefits expense
Share based payments expensed – employee benefits expense
Share based payments expensed – finance costs
Share based payments – capital raising costs
Consolidated
2015
$
2014
$
705,000
772,980
553,886
101,970
2,133,836
203,940
-
389,337
-
593,277
(b) Summary of share-based payments
No shares were issued as share based payments during the year.
Set out below are the summaries of options granted as share based payments:
2015
Grant
Date
Expiry
Date
Exercise
Price
Balance at
beginning
of year
Issued
during the
year
Exercised
during the
year
Expired or
Cancelled
Balance at
end of
year
Number
vested
Number
exercisable
30/04/14
30/04/14
30/06/17
7/02/18
$0.20
$0.20
15,675,000
-
3,700,000
20,000,000
15,675,000 23,700,000
-
-
-
-
-
-
19,375,000 19,375,000
20,000,000 15,000,000
39,375,000 34,375,000
19,375,000
10,000,000
29,375,000
Weighted average exercise price
$0.20
$0.20
-
-
$0.20
$0.20
$0.20
2014
Grant
Date
Expiry
Date
Exercise
Price
Balance at
beginning
of period
Issued
during the
year
Exercised
during the
year
Expired or
Cancelled
Balance at
end of
period
Number
vested
Number
exercisable
30/04/14
30/06/17
$0.20
-
-
15,675,000
15,675,000
-
-
-
-
15,375,000 15,675,000
15,675,000 15,675,000
15,675,000
15,675,000
Weighted average exercise price
-
$0.20
-
-
$0.20
$0.20
$0.20
54
20.
Share Based Payments (Continued)
The assessed fair values of the options was determined using a binomial option pricing model or Black-Scholes
model, taking into account the exercise price, term of option, the share price at grant date and expected price
volatility of the underling share, expected yield and the risk-free interest rate for the term of the option. The inputs
to the model used were:
Grant date
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Underlying share price ($)
Option exercise price ($)
Value of option ($)
30/04/2014
-
75%
2.95%
3.17
$0.15
$0.20
$0.06798
30/04/2014
-
75%
2.95%
3.33
$0.15
$0.20
$0.07050
(c) Weighted average remaining contractual life
The weighted average remaining contractual life of share-based payment options that were outstanding as at 30
June 2015 was 2.3 years (2014: 3 years).
(d) Weighted average fair value
The weighted average fair value of share-based payment options granted during the year was $0.07011 (2014:
$0.06798) each.
21.
Events Subsequent to Year End
There are no other matters or circumstances that have arisen since 30 June 2015 that have or may significantly affect
the operations, results, or state of affairs of the Group other than:
On 3 July 2015, the Company issued the following options to subscribe for ordinary fully paid shares to staff:
60,000 unlisted performance options exercisable at 20 cents each expiring 7 February 2018;
836,500 unlisted performance options exercisable at 25 cents each expiring 7 February 2018;
550,000 unlisted performance options exercisable at 30 cents each expiring 7 February 2018; and
1,000,000 unlisted options exercisable at 30 cents each expiring 31 March 2018.
On 10 August 2015, the Company issued 87,500 fully paid ordinary shares following the exercise of 87,500 unlisted
performance options exercisable at 20 cents each on or before 7 February 2018.
On 11 September 2015, the Company issued 150,000 fully paid ordinary shares following the exercise of 150,000
unlisted options exercisable at 20 cents each on or before 30 June 2017.
55
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
22.
New Accounting Standards for Application in Future Periods
The AASB has issued new and amended accounting standards and interpretations that have mandatory application
dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of
those future requirements and their impact on the Group follows:
Reference
Title
Summary
AASB 9
Financial
Instruments
AASB 9 AAB 9 addresses the classification, measurement and
derecognition of financial assets and financial liabilities. Since
December 2013, it also sets out new rules for hedge
accounting.
IFRS 15
(issued
June 2014)
Revenue from
contracts with
customers
An entity will recognise revenue to depict the transfer of
promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This means
that revenue will be recognised when control of goods or
services is transferred, rather than on transfer of risks and
rewards as is currently the case under IAS 18 Revenue.
Application
date for
Group
1 July 2018
1 July 2017
Impact on
Group’s financial
report
The Group has
considered these
standards and
determined that
there is no impact
on the Groups
financial
statements.
Due to the recent
release of this
standard the
company has not
yet made an
assessment of the
impact of this
standard.
56
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
5757
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746 DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
The financial statements and notes are in accordance with the Corporations Act 2001, and:
(i)
comply with Accounting Standards, Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) give a true and fair view of the financial position of the Company as at 30 June 2015 and of its
performance for the financial year ended on that date.
2.
The Chief Executive Officer and Chief Financial Officer equivalents of the Company declare that:
(i)
the financial records of the Company for the year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
(ii)
the financial statements and notes for the year comply with the accounting standards; and
(iii) the financial statements and notes for the year give a true and fair view.
3.
4.
The Company has included in note 1 to the financial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards as issued by the International Accounting
Standards Board.
In the opinion of the directors’ there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Ruwan Weerasooriya
Managing Director
30 September 2015
58
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
59
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
To the members of Rewardle Holdings Limited
INDEPENDENT AUDITOR’S REPORT
Report on the Financial Report
To the members of Rewardle Holdings Limited
We have audited the accompanying financial report of Rewardle Holdings Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity and the
Report on the Financial Report
consolidated statement of cash flows for the year then ended, notes comprising a summary of
We have audited the accompanying financial report of Rewardle Holdings Limited, which comprises the
significant accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity comprising the company and the entities it controlled at the year’s end or from
consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or
time to time during the financial year.
loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, notes comprising a summary of
Directors’ Responsibility for the Financial Report
significant accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity comprising the company and the entities it controlled at the year’s end or from
The directors of the company are responsible for the preparation of the financial report that gives a
time to time during the financial year.
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
Directors’ Responsibility for the Financial Report
financial report that gives a true and fair view and is free from material misstatement, whether due to
The directors of the company are responsible for the preparation of the financial report that gives a
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
Presentation of Financial Statements, that the financial statements comply with International
and for such internal control as the directors determine is necessary to enable the preparation of the
Financial Reporting Standards.
financial report that gives a true and fair view and is free from material misstatement, whether due to
Auditor’s Responsibility
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
Presentation of Financial Statements, that the financial statements comply with International
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
Financial Reporting Standards.
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
Auditor’s Responsibility
reasonable assurance about whether the financial report is free from material misstatement.
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
the financial report. The procedures selected depend on the auditor’s judgement, including the
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
reasonable assurance about whether the financial report is free from material misstatement.
In making those risk assessments, the auditor considers internal control relevant to the company’s
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
preparation of the financial report that gives a true and fair view in order to design audit procedures
the financial report. The procedures selected depend on the auditor’s judgement, including the
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
In making those risk assessments, the auditor considers internal control relevant to the company’s
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
preparation of the financial report that gives a true and fair view in order to design audit procedures
well as evaluating the overall presentation of the financial report.
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
for our audit opinion.
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
60
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Rewardle Holdings Limited
INDEPENDENT AUDITOR’S REPORT
Report on the Financial Report
To the members of Rewardle Holdings Limited
We have audited the accompanying financial report of Rewardle Holdings Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity and the
Report on the Financial Report
consolidated statement of cash flows for the year then ended, notes comprising a summary of
We have audited the accompanying financial report of Rewardle Holdings Limited, which comprises the
significant accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity comprising the company and the entities it controlled at the year’s end or from
consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or
time to time during the financial year.
loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, notes comprising a summary of
Directors’ Responsibility for the Financial Report
significant accounting policies and other explanatory information, and the directors’ declaration of the
The directors of the company are responsible for the preparation of the financial report that gives a
consolidated entity comprising the company and the entities it controlled at the year’s end or from
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
time to time during the financial year.
and for such internal control as the directors determine is necessary to enable the preparation of the
Directors’ Responsibility for the Financial Report
financial report that gives a true and fair view and is free from material misstatement, whether due to
The directors of the company are responsible for the preparation of the financial report that gives a
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
Presentation of Financial Statements, that the financial statements comply with International
and for such internal control as the directors determine is necessary to enable the preparation of the
Financial Reporting Standards.
Auditor’s Responsibility
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
Presentation of Financial Statements, that the financial statements comply with International
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
Financial Reporting Standards.
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
Auditor’s Responsibility
reasonable assurance about whether the financial report is free from material misstatement.
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
the financial report. The procedures selected depend on the auditor’s judgement, including the
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
reasonable assurance about whether the financial report is free from material misstatement.
In making those risk assessments, the auditor considers internal control relevant to the company’s
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
preparation of the financial report that gives a true and fair view in order to design audit procedures
the financial report. The procedures selected depend on the auditor’s judgement, including the
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
In making those risk assessments, the auditor considers internal control relevant to the company’s
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
preparation of the financial report that gives a true and fair view in order to design audit procedures
well as evaluating the overall presentation of the financial report.
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
for our audit opinion.
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of Rewardle Holdings Limited, would be in the same terms if given to
the directors as at the time of this auditor’s report.
Opinion
In our opinion:
(a) the financial report of Rewardle Holdings Limited is in accordance with the Corporations Act
2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Emphasis of matter
Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates the
ability of the consolidated entity to continue as a going concern is dependent upon future successful
capital raising activities. This condition, along with other matters as set out in Note 1, indicate the
existence of a material uncertainty that may cast significant doubt about the consolidated entity’s
ability to continue as a going concern and therefore, the consolidated entity may be unable to realise
its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 21 of the directors’ report for the
year ended 30 June 2015. 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.
Opinion
In our opinion, the Remuneration Report of Rewardle Holdings Limited for the year ended 30 June 2015
complies with section 300A of the Corporations Act 2001.
BDO East Coast Partnership
Simon Scalzo
Partner
Melbourne, 30 September 2015
61
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DECLARATION OF INDEPENDENCE
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
Level 14, 140 William St
Melbourne VIC 3000
GPO Box 5099 Melbourne VIC 3001
Australia
DECLARATION OF INDEPENDENCE BY SIMON SCALZO TO THE DIRECTORS OF REWARDLE HOLDINGS
LIMITED
As lead auditor of Rewardle Holdings Limited for the year ended 30 June 2015, I declare that, to the
DECLARATION OF INDEPENDENCE BY SIMON SCALZO TO THE DIRECTORS OF REWARDLE HOLDINGS
best of my knowledge and belief, there have been:
LIMITED
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
As lead auditor of Rewardle Holdings Limited for the year ended 30 June 2015, I declare that, to the
2. No contraventions of any applicable code of professional conduct in relation to the audit.
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
This declaration is in respect of Rewardle Holdings Limited and the entities it controlled during the
period.
2. No contraventions of any applicable code of professional conduct in relation to the audit.
relation to the audit; and
This declaration is in respect of Rewardle Holdings Limited and the entities it controlled during the
period.
Simon Scalzo
Partner
BDO East Coast Partnership
Simon Scalzo
Partner
Melbourne, 30 September 2015
BDO East Coast Partnership
Melbourne, 30 September 2015
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
62
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
6363
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746 SECURITIES EXCHANGE INFORMATION
HOLDINGS AS AT 25 SEPTEMBER 2015
Substantial Shareholders
Name
RUWAN WEERASOORIYA
MAMALADE HOLDINGS PTY LTD
Units
74,500,000
12,500,000
% of Total
56.70
9.51
Range of Holding – Ordinary Shares
Holders
Shares
1 – 1000
1001 – 5000
5001 - 10,000
10,001 - 100,000
100,001 and above
There are 30 shareholders with less than a marketable parcel.
Voting Rights
Each fully paid ordinary share carries voting rights of one vote per share.
The Top 20 Holders of Ordinary Shares are:
30
115
186
354
81
766
1,092
355,770
1,691.866
12,669,204
116,671,083
131,389,015
Rank Name
Units
% of Total
1.
2.
3.
4.
5.
6.
7.
8.
9.
RUWAN WEERASOORIYA
MARMALADE HOLDINGS PTY LTD
WILLOWDALE HOLDINGS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
LYDIAN ENTERPRISES PTY LTD
JP MORGAN NOMINEES AUSTRALIA LIMITED
CITICORP NOMINEES PTY LIMITED
NATIONAL NOMINEES LIMITED
ROBERT PAUL MARTIN & SUSAM PAMELA MARTIN