ACN 168 751 746
Annual Report
30 June 2018
CORPORATE DIRECTORY
CORPORATE DIRECTORY
DIRECTORS
Ruwan Weerasooriya – Executive Chairman
Peter Pawlowitsch – Non-Executive Director
David Niall – 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, 10-16 Queen Street
Melbourne VIC 3000
SHARE REGISTRY
Automic Registry Services
Level 29
201 Elizabeth Street
SYDNEY NSW 2000
Telephone: 1300 288 664
AUDITORS
Moore Stephens Audit (Vic)
Level 18, 530 Collins Street,
Melbourne VIC 3000
SOLICTORS
Nova Legal
Ground Floor, 10 Ord Street,
West Perth WA 6005
BANK
Westpac Banking Corporation Limited
AUSTRALIAN SECURITIES EXCHANGE
ASX Code RXH
1
Rewardle Holdings Limited
ABN 37 168 751 746
1
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
LETTER FROM THE BOARD OF DIRECTORS TO SHAREHOLDERS
LETTER FROM THE BOARD OF DIRECTORS TO SHAREHOLDERS
Dear Shareholders
During the 2018 financial year, Rewardle continued to focus on commercialisation of the Rewardle Platform.
Management has continued to deliver on growing cash receipts while reducing operating costs and is committed to
maintaining this momentum towards cash positive operations.
Rewardle is on a mission to provide local businesses 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.
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 FY18, the Company’s focus on operational improvements delivered a 35% YoY reduction in cash used for
operating and investing activity. Furthermore, there was a 41% increase YoY in cash receipts from Merchant
Services Fees (SaaS) and Brand Partnerships (advertising).
The Company is continuing to invest in research and development to enhance the capability of the Rewardle
Platform with test and learn trials of Rewardle’s universal point currency undertaken during FY18. These trials are
expected to continue during the first half of FY19.
As a highly scalable technology business with largely fixed costs there is substantial potential in development of new
revenue streams that leverage the Company’s consistently growing network and platform data.
In the 2019 financial year, while continuing to build existing revenue streams, management is working on the
development of new revenue opportunities through a variety of approaches including building, partnering and
acquisition.
On behalf of the Board of Rewardle, I would like to thank you for your support of the Company, and I look forward to
an exciting and successful 2019 financial year for Rewardle.
Yours sincerely
Ruwan Weerasooriya
Executive Chairman
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
Rewardle Holdings Limited (“Rewardle” or “the Company”) is an Australian based Company.
CORPORATE
During the year and to the date of this report:
On 12 July 2017, Mr Ruwan Weerasooriya provided a $400,000 unsecured, fee and interest free loan facility
to Rewardle Pty Ltd, of which $200,000 was drawn down and was repaid to Mr.Weerasooriya on 19
September 2017.
On 17 July 2017, the Company announced a fully underwritten 1 for 1.4 pro-rata non-renounceable rights
issue offer of up to 134,597,106 fully paid ordinary shares at $0.015 each to raise $2,018,957 (before costs).
The rights issue offer was completed on 9 August 2017, with 134,597,106 shares issued on 9 August 2017 at
$0.015 each, raising $2,018,957 (before costs). The Company’s Managing Director and founder, Mr Ruwan
Weerasooriya, subscribed for 76,785,717 shares under the offer through a combination of exercise of rights
and the underwriting of the offer.
On 31 March 2018, Mr Ruwan Weerasooriya provided a $900,000 unsecured, fee and interest free loan
facility to Rewardle Pty Ltd to become repayable in full within 21 days of the Company receiving FY18 R&D
rebate. As at the date of this report, the FY18 R&D rebate has been received and $831,209 drawn down on
this facility becomes payable to Mr.Weerasooriya on 9th October 2018.
COMPANY OVERVIEW
Rewardle connects approximately 5,000 local businesses with almost 3 million Members around Australia.
The Rewardle Platform is a marketing and transactional platform that combines membership, points, rewards,
mobile ordering, payments and social media integration into a single cloud based platform powered by Big Data
analysis.
Rewardle is positioned to be a leading player as the worlds of social media, marketing, mobile and payments
converge to transform how we connect, share and transact.
The Company is led by an experienced entrepreneurial team with a successful background in Internet and media
businesses.
The results for the year ended 30 June 2018 were as expected as the business builds on the commercialisation
strategy that was previously initiated.
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
Opportunity Summary
Rewardle offers investors exposure to the high growth digital marketing and mobile payments sectors.
The Company is uniquely positioned to capture the digital migration of marketing budgets and customer
relationships of up to 200,000 local businesses in Australia
Rewardle offers a digital marketing and payments solution to local independent businesses that is underpinned
by a proprietary membership, points, rewards and payments platform.
The Company has captured a substantial early mover advantage through platform development and recruitment
of approximately 5000 local businesses and almost 3m Members since founding in 2012.
As a highly scalable technology business with largely fixed costs there is substantial potential in development of
new revenue streams that leverage the Company’s consistently growing network and platform data.
While continuing to build existing revenue streams, management is working on the development of new revenue
opportunities through a variety of approaches including building, partnering and acquisition.
Early mover advantage established through development of proprietary technology platform and building
substantial network scale
Critical mass established through the recruitment of approximately 5000 local businesses and almost 3m
Members
Network effect powering ongoing organic growth and serving as barrier to entry for potential competitors
Rewardle’s Merchant revenue based upon recurring Merchant Services (SaaS) fees
Consistent traction in development of brand advertising and recurring Merchant Services (SaaS) revenue
Management’s focus on operational improvements has delivered a 35% YoY reduction in cash used for
operating and investing activity which reflects a 20% Reduction in Expenses
Strategy and Execution Summary
Key Strategic Goals
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
REVIEW OF OPERATIONS
Opportunity Summary
Rewardle offers investors exposure to the high growth digital marketing and mobile payments sectors.
REVIEW OF OPERATIONS
The Company is uniquely positioned to capture the digital migration of marketing budgets and customer
relationships of up to 200,000 local businesses in Australia
Opportunity Summary
Rewardle offers a digital marketing and payments solution to local independent businesses that is underpinned
Rewardle offers investors exposure to the high growth digital marketing and mobile payments sectors.
by a proprietary membership, points, rewards and payments platform.
The Company is uniquely positioned to capture the digital migration of marketing budgets and customer
The Company has captured a substantial early mover advantage through platform development and recruitment
relationships of up to 200,000 local businesses in Australia
of approximately 5000 local businesses and almost 3m Members since founding in 2012.
Rewardle offers a digital marketing and payments solution to local independent businesses that is underpinned
As a highly scalable technology business with largely fixed costs there is substantial potential in development of
by a proprietary membership, points, rewards and payments platform.
new revenue streams that leverage the Company’s consistently growing network and platform data.
The Company has captured a substantial early mover advantage through platform development and recruitment
While continuing to build existing revenue streams, management is working on the development of new revenue
of approximately 5000 local businesses and almost 3m Members since founding in 2012.
opportunities through a variety of approaches including building, partnering and acquisition.
As a highly scalable technology business with largely fixed costs there is substantial potential in development of
Early mover advantage established through development of proprietary technology platform and building
new revenue streams that leverage the Company’s consistently growing network and platform data.
substantial network scale
While continuing to build existing revenue streams, management is working on the development of new revenue
Critical mass established through the recruitment of approximately 5000 local businesses and almost 3m
opportunities through a variety of approaches including building, partnering and acquisition.
Members
Early mover advantage established through development of proprietary technology platform and building
Network effect powering ongoing organic growth and serving as barrier to entry for potential competitors
substantial network scale
BUSINESS SUMMARY
Rewardle’s Merchant revenue based upon recurring Merchant Services (SaaS) fees
Critical mass established through the recruitment of approximately 5000 local businesses and almost 3m
Members
Consistent traction in development of brand advertising and recurring Merchant Services (SaaS) revenue
Network effect powering ongoing organic growth and serving as barrier to entry for potential competitors
Management’s focus on operational improvements has delivered a 35% YoY reduction in cash used for
operating and investing activity which reflects a 20% Reduction in Expenses
Rewardle’s Merchant revenue based upon recurring Merchant Services (SaaS) fees
Strategy and Execution Summary
Consistent traction in development of brand advertising and recurring Merchant Services (SaaS) revenue
Management’s focus on operational improvements has delivered a 35% YoY reduction in cash used for
STRATEGY
operating and investing activity which reflects a 20% Reduction in Expenses
Step 1.
Step 2.
Step 3.
Strategy and Execution Summary
Build
the Network
Educate
and Engage
Mone(cid:5)se
the Network
NOW
EXECUTION
Use free trials to
build Merchant and
Member Network
Merchant and
Member Network
offered as
audience to brands
Brand partnerships
and recurring Merchant
Services (SaaS) fees
Step 4.
Addi(cid:5)onal
services
Leverage Pla‚orm,
brand ac(cid:5)vity and
Network scale to recruit
new Merchants without
free trial offer
NOW
Key Strategic Goals
Na(cid:5)onal Network of
approximately 5,000 Merchants
and almost 3m Members
Rewardle Holdings Limited
ABN 37 168 751 746
REVIEW OF OPERATIONS
Consistent trac(cid:5)on with
brand partners genera(cid:5)ng
short term revenue and
suppor(cid:5)ng Merchant and
Member engagement
Key Strategic Goals
Merchant Network paying
recurring Merchant Services
(Saas) fees
New Merchants pay
immediately to join,
including a set up fee
Management has substantially reduced operating costs while maintaining business development capability as
Rewardle Holdings Limited
demonstrated by consistently developing Merchant Services (SaaS) fees and Brand Partnership income.
ABN 37 168 751 746
During FY18 management focussed on improving cost effectiveness of Merchant acquisition and servicing.
Cost effec(cid:23)vely growing the
Reduced Rewardle Device
Improved Sales team
Migra(cid:23)on to Annual and Bi-
Paying Merchant revenues
and Onboarding Costs
Effec(cid:23)veness
Annual Contract terms
Building Brand Partnerships
revenue
Developing new op(cid:23)ons for
Pursuing Strategic Brand
online and offline Brand
campaigns
Partnerships in key
ver(cid:23)cal industries
Improving effec(cid:23)veness
of Brand Sales team
Increasing take-up of Rewardle
Member App
Improved Member App
Onboarding and User
Experience
Launch of Member App
rewards
Improved execu(cid:23)on of App
Acquisi(cid:23)on Campaigns with
Merchants
Development of universal
Con(cid:23)nued investment in
Ongoing Test and Learn
Explora(cid:23)on of Strategic
Rewards capability and User
rewards pla„orm and
trials with selected
Partnerships to build scale
Experience
capability
func(cid:23)onality
and scope of rewards
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Rewardle Holdings Limited
ABN 37 168 751 746
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4
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Your Directors present their report on the Company and its controlled entities for the year ended 30 June 2018.
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 – Executive Chairman
Peter Pawlowitsch – Non-Executive Director
David Niall – Executive Director
Directors have been in office since the start of the financial year until the date of this report unless otherwise stated.
Ian Hobson held the position of Company Secretary for the full financial year.
The particulars of the qualifications, experience and special responsibilities of each Director are as follows:
Ruwan Weerasooriya – Executive Chairman
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:
231,601,812 ordinary shares
During the past three years Mr Weerasooriya has held no other listed Company Directorships.
Peter Pawlowitsch – Non-Executive Director
Mr Pawlowitsch holds a Bachelor of Commerce from the University of Western Australia, is a current member of the
Certified Practising Accountants of Australia and also holds a Master of Business Administration from Curtin
University.
These qualifications have underpinned more than fifteen years’ experience in the accounting profession and more
recently in business management and the evaluation of businesses and mining projects.
At the date of this report, Mr Pawlowitsch has interests in the following shares and options of the Company:
12,197,577 ordinary shares
During the past three years, Mr Pawlowitsch has held directorships in the following listed entities:
Ventnor Resources Limited (12 February 2010 – present)
Department 13 International Limited (30 January 2012 – 18 December 2015)
Knosys Limited (16 March 2015 – present)
Novatti Group Limited (19 June 2015 – present)
Dubber Corporation Ltd (20 September 2011 – present)
David Niall – Executive Director
David Niall has a BSc (Hons) and holds a Master of Business Administration from Harvard Business School. Formerly
an executive at Telstra, he has a deep knowledge of the mobiles industry with extensive experience in developing
and launching innovative products. He has extensive experience driving implementation of complex strategic
programs across telecommunications, technology and management consulting industries.
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
At the date of this report, Mr Niall has interests in the following shares and options of the Company:
1,931,445 ordinary shares
During the past three years Mr Niall has held no other listed Company Directorships.
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. Ian is
experienced in due diligence, transaction support, capital raising and corporate governance.
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 $2,530,413 (2017: $3,776,434 loss).
Financial Position
At 30 June 2018, the Group had net liabilities of $956,383 (2017: net liabilities of $552,981) with cash reserves of
$62,365 (2017: $215,009).
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Financing and Investing Activities
The Company issued the following securities during the year:
134,763,630 ordinary fully paid shares issued on 21 September 2017 at $0.015 per share ;
4,442,961 ordinary fully paid shares issued on 21 December 2017 at $0.013 per share; and
3,525,526 ordinary fully paid shares issued on 8 June at $0.022 per share.
Dividends
No dividends were paid during the year (2017: 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.
EVENTS SINCE THE END OF THE FINANCIAL YEAR
On 20 September 2018, $1,088,252 was refunded under the Federal Government’s Research and Development Tax
Incentive Program.
On 27 September 2018, $165,000 was returned to a corporate Brand partner after a change of the partner’s policy
with respect to invoicing. The client initially paid Rewardle in advance of installation activities but now wishes to pay
on invoice for each completed activity. The client has indicated ongoing support for the project and the Company will
invoice the client progressively as fees become due. The repayment has reduced Unearned Income by $165,000.
No other 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 outlined in the Company review which is contained in this Annual
Report.
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
D Niall
P Pawlowitsch
REMUNERATION REPORT (AUDITED)
Board of Directors
Number eligible to attend
2
2
2
Number attended
2
2
2
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.
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The following persons were Directors of Rewardle Holdings Limited during the financial year:
Ruwan Weerasooriya
Peter Pawlowitsch
David Niall
Executive Chairman
Non-Executive Director
Executive Director
There were no other persons that fulfilled the role of a key management person during the year, other than
those disclosed as Directors.
The remuneration report is set out under the following main headings:
Remuneration policy
Remuneration structure
Employment contracts of Directors and other key management personnel
Details of remuneration for year
Compensation options to key management personnel
Shares issued to key management personnel on exercise of compensation options
Voting and comments made at the Company’s last Annual General Meeting
Loans with key management personnel
Additional disclosures relating to key management personnel
Other transactions 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.
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
B.
Remuneration structure
In accordance with best practice corporate governance, the structure of Non-Executive Directors and Executive
compensation is separate and distinct.
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 way 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.
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Rewardle Holdings Limited
ABN 37 168 751 746
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
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 technology sector and external
advice.
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 that 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 other key management personnel
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 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 David Niall has entered into an agreement that consists of a package comprising $120,000 per annum plus
superannuation, a notice period of six months and that he devote 70% of his working time to the Company.
D.
Details of remuneration for year
Details of the remuneration of each Director and other key management personnel of the Company, including their
personally-related entities, during the year was as follows:
Director
R Weerasooriya*
P Pawlowitsch
D Niall
Short Term
Benefits
Salary and
fees
$
150,000
150,000
13,199
3,044
86,233
28,125
Year
2018
2017
2018
2017
2018
2017
Post-
Employment
Share Based
Payments**
Superannuation
$
Shares
$
14,250
14,250
4,164
289
12,112
-
-
-
30,637
-
41,267
-
Remuneration
consisting of
options during
the year
%
-
-
-
-
-
-
Total
$
164,250
164,250
48,000
3,333
139,612
28,125
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Rewardle Holdings Limited
ABN 37 168 751 746
Remuneration
based on
performance
%
-
-
-
-
-
-
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REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
J Matthews
B Munro
Total
2018
2017
2018
2017
2018
2017
-
33,484
-
33,484
249,432
248,137
-
3,180
-
3,180
30,526
20,899
-
-
-
-
71,904
-
-
36,664
-
36,664
351,862
269,036
-
-
-
-
-
-
-
-
-
-
-
-
* The remuneration for Mr Weerasooriya has been accrued as payable. As of the date of this report, $275,000 remains unpaid in salaries and
$56,209 in superannuation to Mr Weerasooriya.
** Includes the cost of both shares issued and as owing but to be issued at a future date
E.
Compensation options to key management personnel
There were no options granted as equity compensation benefits to Directors and other key management personnel of
the Company during the year.
F.
Shares issued to key management personnel on exercise of compensation options
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 2017 financial year. 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
On 31 March 2018, Mr Ruwan Weerasooriya provided a $900,000 unsecured, fee and interest free loan facility to
Rewardle Pty Ltd to become repayable in full within 21 days of the Company receiving FY18 R&D rebate. As at the
date of this report, the FY18 R&D rebate has been received and $831,209 drawn down on this facility become
payable to Mr.Weerasooriya on 9th October 2018.
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:
Balance at
Beginning
of Year
Received as
Remuneration
Options
Exercised
Acquired/
(disposed)
Net Change
Other
Balance at
End of Year
107,500,000
6,087,526
-
-
1,761,815
1,931,445
113,587,526
3,693,260
-
-
-
-
-
-
-
-
124,101,812
4,348,236
-
231,601,812
12,197,577
1,931,445
128,450,048
245,730,834
Director
R Weerasooriya
P Pawlowitsch
D Niall
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:
12
Rewardle Holdings Limited
ABN 37 168 751 746
12
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Director
R Weerasooriya
P Pawlowitsch
D Niall
Balance at
Beginning
of Year
6,250,000
-
-
6,250,000
Received as
Remuneration
Options
Expired/
Cancelled
Net Change
Other
Balance at
End of Year
Number
Vested
Number
Exercisable
-
-
-
-
6,250,000
-
-
6,250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
J.
Other transactions with key management personnel
At 30 June 2018, the Company owed $463 (30 June 2017: $917) to Mr Weerasooriya for the reimbursement of
business expenses.
On 31 March 2018, Mr Ruwan Weerasooriya provided a $900,000 unsecured, fee and interest free loan facility to
Rewardle Pty Ltd to become repayable in full within 21 days of the Company receiving FY18 R&D rebate. As at the
date of this report, the FY18 R&D rebate has been received and $831,209 drawn down on this facility become
payable to Mr.Weerasooriya on 9th October 2018.
This is the end of the Audited Remuneration 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.
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.
SHARE OPTIONS
At the date of this report there were no unissued ordinary shares for which options and no options were issued or
exercised during the year.
The following options lapsed during the year:
13,412,500 unlisted options, exercisable at 20 cents each;
836,500 unlisted options, exercisable at 25 cents each; and
1,550,000 unlisted options, exercisable at 30 cents each.
Since the end of the financial year, no other options have been issued, exercised or expired.
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.
13
Rewardle Holdings Limited
ABN 37 168 751 746
13
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ REPORT
DIRECTORS’ REPORT
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
Moore Stephens Audit (Vic) were auditors of the Company for the year.
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 as 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 2018, 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
27 September 2018
14
Rewardle Holdings Limited
ABN 37 168 751 746
14
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Revenue
Rendering of services
Other income
Expenses
Consulting fees
Depreciation
Directors fees and benefits expense
Employee benefits expense
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
Other comprehensive income
Other comprehensive income for the year, net of tax
Total comprehensive loss attributable to members of Rewardle
Holdings Limited
Consolidated
2018
$
2017
$
Note
2(a)
1,600,260
1,005,690
1,214,410
1,409,973
(522,940)
(52,709)
(160,472)
(2,681,574)
(150,639)
(26,772)
(108,694)
(12,563)
(1,420,000)
(197,012)
(11,346)
(248,490)
(3,289,361)
(273,819)
(45,307)
(1,012,546)
(5,521)
(1,317,415)
(2,530,413)
(3,776,434)
-
-
(2,530,413)
(3,776,434)
-
-
-
-
2(b)
3
5
(2,530,413)
(3,776,434)
Basic and diluted loss per share for the year attributable to the
members of Rewardle Holdings Limited
Cents
(0.83)
Cents
(2.09)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
15
Rewardle Holdings Limited
ABN 37 168 751 746
15
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Plant and equipment
Intangible assets
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Unearned income
Provisions
Total Current Liabilities
Total Liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Consolidated
Note
2018
$
2017
$
6
7
8
9
10
11
12
62,365
183,336
245,701
8,657
-
8,657
215,009
142,813
357,822
10,220
-
10,220
254,358
368,042
624,731
397,976
188,034
1,210,741
1,210,741
525,732
226,632
168,659
921,023
921,023
(956,383)
(552,981)
13
14
17,218,795
3,038,065
(21,213,243)
15,104,347
3,025,502
(18,682,830)
(956,383)
(552,981)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
16
Rewardle Holdings Limited
ABN 37 168 751 746
16
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Consolidated
2018
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Total
$
Balance at 1 July 2017
15,104,347
(18,682,830)
3,025,502
(552,981)
Loss for year
Total comprehensive loss for the year
-
-
(2,530,413)
(2,530,413)
-
-
(2,530,413)
(2,530,413)
Transactions with owners in their capacity as
owners:
Securities issued during the year
Capital raising costs
Cost of share based payments
2,023,952
(47,298)
137,794
-
-
-
-
-
12,563
2,023,952
(47,298)
150,357
Balance at 30 June 2018
17,218,795
(21,213,243)
3,038,065
(956,383)
2017
Balance at 1 July 2016
12,353,702
(14,906,396)
3,019,981
467,287
Loss for year
Total comprehensive loss for the year
-
-
(3,776,434)
(3,776,434)
-
-
(3,776,434)
(3,776,434)
Transactions with owners in their capacity as
owners:
Securities issued during the year
Capital raising costs
Cost of share based payments
2,852,347
(101,702)
-
-
-
-
-
-
5,521
2,852,347
(101,702)
5,521
Balance at 30 June 2017
15,104,347
(18,682,830)
3,025,502
(552,981)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
17
Rewardle Holdings Limited
ABN 37 168 751 746
17
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
R&D tax offset refund received
Net cash used in operating activities
Cash flows from investing activities
Payment for plant and equipment
Payment for intangible assets
Payment of security deposit
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payment of capital raising costs
Proceeds from borrowings
Repayment of borrowings
Net cash provided by financing activities
Net (decrease)/increase in cash held
Cash at beginning of the financial year
Consolidated
2018
$
2017
$
Note
Inflows/
(Outflows)
Inflows/
(Outflows)
1,700,089
(4,919,235)
2,250
1,003,440
1,297,697
(6,082,440)
5,401
1,404,572
6(a)
(2,213,456)
(3,374,770)
(6,926)
(44,220)
(2,490)
(53,636)
(9,190)
-
(58,209)
(67,399)
2,161,746
(47,298)
200,000
(200,000)
2,852,347
(101,702)
-
-
2,114,448
2,750,645
(152,644)
(691,524)
215,009
906,533
Cash at end of the financial year
6
62,365
215,009
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
18
Rewardle Holdings Limited
ABN 37 168 751 746
18
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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 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 2018 the consolidated entity had an operating net loss of $2,530,413 (2017:
$3,776,434), net cash outflows from operating activities of $2,213,456 (2016: $3,374,770) and net current
liabilities of $965,040 (2017: net current liabilities of $563,201).
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.
In determining that the going concern assumption is appropriate, the Directors have had regard to:
Subject to the matters below, the Group cashflow forecast shows a positive cash position for a period
extending beyond twelve months from this report;
Being able to raise capital as equity through a Rights Issue in first half of the 2019 Financial Year
Access to a Director Loan facility of $900,000 which expires upon receipt of the R&D
incentive on 20 September 2018 as detailed per Note 21 Events Subsequent to Year End
Being able to raise capital as equity through a successful capital raise in the second half of the 2019
financial year;
Rationalisation of cost base (through reduction of employee costs and in Consultant Fees, improved
technology efficiencies and other operating cost reductions) delivering cash outflow savings of $1.1
million;
Forecast increase in the number of Merchants paying the monthly subscription fees;
Forecast revenue generated from brand and channel partnerships;
Previous success on being eligible for the research and development tax incentive;
Growth in the continuous monetisation of the existing membership base; and,
Increasing number of underlying members in this base.
The consolidated entity’s ability to continue to operate as a going concern is dependent upon the items listed
above. Should these events not occur as anticipated, the consolidated entity may be unable to continue as a
going concern and 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.
19
Rewardle Holdings Limited
ABN 37 168 751 746
19
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(c)
New accounting standards for application in current & future periods
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. The adoption of these Accounting Standards and Interpretations did not have any significant impact
on the financial performance or position of the Group.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not
been early adopted.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the Group for period ended 30 June 2018. As at the date of
this report, the Group has not assessed the impact of these new or amended Accounting Standards and
Interpretations.
(d)
Statement of Compliance
The financial report was authorised for issue on 27 September 2018.
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 inter-Company 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.
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.
20
Rewardle Holdings Limited
ABN 37 168 751 746
20
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(e)
Basis of consolidation (Cont.)
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.
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.
21
Rewardle Holdings Limited
ABN 37 168 751 746
21
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(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
Research and development tax incentives are recognised as other income at their fair value where there is
reasonable assurance that the incentive will be received and the Group will comply with all attached
conditions.
(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.
22
Rewardle Holdings Limited
ABN 37 168 751 746
22
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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.
23
Rewardle Holdings Limited
ABN 37 168 751 746
23
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(l)
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.
24
Rewardle Holdings Limited
ABN 37 168 751 746
24
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(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.
25
Rewardle Holdings Limited
ABN 37 168 751 746
25
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(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.
26
Rewardle Holdings Limited
ABN 37 168 751 746
26
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1.
Summary of Significant Accounting Policies (Cont.)
(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.
27
Rewardle Holdings Limited
ABN 37 168 751 746
27
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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. No assets were subject to impairment testing at 30 June 2018.
Share-based payment transactions
(ii)
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.
28
Rewardle Holdings Limited
ABN 37 168 751 746
28
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
2.
Revenue and Expenses
(a) Other Income
Interest
Research and development tax incentive
(b) Other Expenses
Advertising
Audit fees
Company secretarial, compliance and accounting
Impairment of trade receivables
Freight
Payroll tax
Rent
Security exchange and registry fees
Telephone
Travel costs
Other
Consolidated
2018
$
2017
$
2,250
1,003,440
1,005,690
5,401
1,404,572
1,409,973
14,923
19,144
39,522
85,124
49,205
108,233
148,709
42,120
58,611
39,847
814,562
1,420,000
124,076
36,444
135,325
197,341
34,522
132,610
121,015
123,226
90,918
92,052
229,886
1,317,415
3.
Income Tax
(a) Income Tax Expense
The income tax expense for the year differs from the prima facie tax
as follows:
Loss for year
(2,530,413)
(3,776,434)
Prima facie income tax (benefit) @ 30% (2017: 30%)
(759,124)
(1,132,930)
Tax effect of non-deductible/(non-assessable) items
Deferred tax assets not brought to account
Total income tax expense
(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:
(278,309)
1,037,433
-
(355,011)
1,487,941
-
4,185,456
3,062,529
There are no franking credits available to the Group.
(c) Deferred Tax Liability
Deferred tax liability
29
Rewardle Holdings Limited
ABN 37 168 751 746
Nil
Nil
29
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
4.
Auditors’ Remuneration
Audit or review services:
- Moore Stephens Audit (Vic)
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
2018
$
2017
$
36,000
36,000
36,000
36,000
Cents
(0.83)
Cents
(2.09)
(2,530,413)
(3,776,434)
No.
No.
Weighted average number of ordinary shares used in the calculation of basic EPS
304,854,794
180,351,007
As the Company is in a loss position, diluted EPS calculated is equal to basic EPS.
30
Rewardle Holdings Limited
ABN 37 168 751 746
30
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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 to net cash flows from operating
activities:
Loss for the year
Non-cash flows in profit
Depreciation
Amortisation of intangible assets
Impairment of trade receivables
Equity settled share based payment
Changes in assets and liabilities
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Increase in provisions
Net cash outflows from operating activities
(b) Non-cash financing and investing activities
Consolidated
2018
$
2017
$
62,365
215,009
(2,530,413)
(3,776,434)
8,489
44,220
85,124
150,357
11,346
-
197,341
5,521
(71,515)
80,907
19,375
(111,234)
283,149
15,541
(2,213,456)
(3,774,770)
There were no non-cash financing and investing activities during the year or previous financial year.
31
Rewardle Holdings Limited
ABN 37 168 751 746
31
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
7.
Trade and Other Receivables
Current
Trade receivables
Less: Provision for impairment
Other receivables
Consolidated
2018
$
2017
$
225,890
(142,696)
83,194
100,142
183,336
320,301
(236,684)
83,617
59,196
142,813
Terms and conditions relating to the above financial instruments:
Trade and other receivables are non-interest bearing and generally repayable within 0-30 days.
Impaired trade receivables
The Group recognised a loss of $85,124 (2017: $197,341) in profit or loss in respect of impairment of trade
receivables for the year ended 30 June 2018.
Impairment losses:
- incremental movement in provision for impairment
- debtors written off as bad debts
Impairment of trade receivables expense
(93,988)
179,112
85,124
197,341
-
197,341
Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as
follows:
Opening balance
Increase / (decrease) in provision for impairment
Trade Receivables written off during the year as uncollectable
Closing balance
Past due but not impaired
At 30 June 2018, the ageing analysis of trade receivables is as follows:
0 – 30 days – not past due
31 – 60 days – past due but not impaired
61 – 90 days – past due but not impaired
Over 90 days – past due but not impaired
0 – 30 days – not past due but impaired
31 – 60 days – past due but impaired
61 – 90 days – past due but impaired
Over 90 days – past due but impaired
236,684
(273,100)
179,112
39,343
197,341
-
142,696
236,684
62,527
16,993
3,673
-
8,704
5,736
5,016
123,241
225,890
52,058
27,755
3,804
-
21,875
15,362
15,919
183,528
320,301
As at 30 June 2018, trade receivables of $19,931 (2017: $nil) were past due but not impaired.
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.
32
Rewardle Holdings Limited
ABN 37 168 751 746
32
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
8.
Plant and Equipment
Plant and equipment – at cost
Less: Accumulated depreciation
Net carrying amount
Reconciliation
Net carrying amount at the beginning of the year
Additions
Depreciation expense
Net carrying amount at the end of the year
9.
Intangible Assets
Intangible assets – at cost
Less: Accumulated amortisation
Net carrying amount
Reconciliation
Net carrying amount at the beginning of the year
Additions
Amortisation expense
Net carrying amount at the end of the year
10.
Trade and Other Payables
Current
Trade payables
Other payables
Loan from director
Consolidated
2018
$
2017
$
35,265
(26,608)
28,339
(18,119)
8,657
10,220
10,220
6,926
(8,489)
8,657
12,376
9,190
(11,346)
10,220
44,220
(44,220)
-
-
44,220
(44,220)
-
-
-
-
-
-
-
-
135,041
489,227
463
624,731
177,985
346,830
917
525,732
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
11. Unearned Income
Current
Unearned Income
397,976
226,632
Unearned income represents payment received in advance for services to still be provided within the Group and is
non-interest bearing.
33
Rewardle Holdings Limited
ABN 37 168 751 746
33
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
12.
Provisions
Current
Employee benefits
Consolidated
2018
$
2017
$
188,034
168,659
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.
13.
Issued Capital
Issued and paid up capital
(a)
Ordinary shares - fully paid
17,218,795
15,104,347
(b) Movement in ordinary shares on issue
2018
2017
Ordinary shares – fully paid
Balance at beginning of year
Issued for cash – August / September 2016
Issued for cash – September 2017
Issued in lieu of salaries – December 2017
Issued in lieu of salaries – June 2018
Expenses of issues
Balance at end of year
(c) Share options
Number
$
Number
$
188,435,949 15,104,347
-
2,023,952
58,803
78,991
(47,298)
-
134,763,630
4,442,961
3,525,526
-
131,389,015 12,353,702
2,852,347
-
-
-
(101,702)
57,046,934
-
-
-
-
331,168,066
17,218,795
188,435,949
15,104,347
At the end of the year, there were no options over unissued ordinary shares outstanding.
(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.
34
Rewardle Holdings Limited
ABN 37 168 751 746
34
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
14.
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
Value of incentive based performance share options issued to employees and
vested during the year
Balance at end of year
Acquisition reserve
Nature and purpose of reserve
(i)
As part of the acquisition of Rewardle Pty Ltd in 2014, 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.
Consolidated
2018
$
2017
$
3,041,987
(3,922)
3,038,065
3,029,424
(3,922)
3,025,502
3,029,424
3,023,903
12,563
5,521
3,041,987
3,029,424
(ii) Movements in reserve
Balance at beginning of year
Balance at end of year
(3,922)
(3,922)
(3,922)
(3,922)
35
Rewardle Holdings Limited
ABN 37 168 751 746
35
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
15.
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
2018
$
2017
$
177,696
-
177,696
89,041
81,081
170,122
16.
Contingent Liabilities
The Group has no material contingent liabilities as at the date of this report (2017: nil).
17.
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.
36
Rewardle Holdings Limited
ABN 37 168 751 746
36
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
18.
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
2018
100%
2017
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 2018.
The totals of remuneration paid to key management personnel of the Company during the year are as follows:
Short-term benefits
Post-employment benefits
Consolidated
2018
$
321,336
30,526
351,862
2017
$
248,140
20,901
269,041
(d) Other transactions with Key Management Personnel
At 30 June 2018, the Company owed $463 (30 June 2017: $917) to Mr Weerasooriya for the reimbursement of
business expenses.
On 31 March 2018, Mr Ruwan Weerasooriya provided a $900,000 unsecured, fee and interest free loan facility to
Rewardle Pty Ltd to become repayable in full within 21 days of the Company receiving FY18 R&D rebate. As at 30th
June 2018, there was $290,146 drawn down on this facility.
37
Rewardle Holdings Limited
ABN 37 168 751 746
37
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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
(b) Guarantees
Parent
2018
$
2017
$
8,750
-
8,750
80,816
-
80,816
352,090
352,090
245,039
245,039
28,394,695
3,041,987
(31,780,022)
(343,340)
26,280,247
3,029,424
(29,473,894)
(164,223)
(2,306,128)
-
(2,306,128)
(3,138,633)
-
(3,138,633)
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.
38
Rewardle Holdings Limited
ABN 37 168 751 746
38
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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
2018
$
2017
$
62,365
62,365
215,009
215,009
39
Rewardle Holdings Limited
ABN 37 168 751 746
39
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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:
Judgements of reasonably possible movements:
Post tax profit – higher / (lower)
+ 0.5%
- 0.5%
Equity – higher / (lower)
+ 0.5%
- 0.5%
Consolidated
2018
$
2017
$
312
(312)
312
(312)
1,075
(1,075)
1,075
(1,075)
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.
40
Rewardle Holdings Limited
ABN 37 168 751 746
40
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
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
2018
Financial Assets:
Non-interest bearing
Variable interest rate
Fixed interest rate
Financial Liabilities:
Non-interest bearing
Fixed interest rate
2017
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
$
-
0.50
-
-
-
-
0.95
-
-
-
270,011
62,365
-
332,376
624,731
-
624,731
320,301
215,009
-
535,310
525,732
-
525,732
-
-
-
-
-
-
-
986
-
-
986
-
-
-
56,021
-
-
56,021
-
-
-
-
-
-
-
-
-
-
2,189
-
-
2,189
56,021
-
-
56,021
-
-
-
-
-
-
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.
41
Rewardle Holdings Limited
ABN 37 168 751 746
41
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
20.
Share Based Payments
(a) Value of share based payments in the financial statements
Share based payments expensed for;
Employee benefits expense for options
Wages taken as shares in lieu of cash
Consolidated
2018
$
2017
$
12,563
137,794
150,357
5,521
-
5,521
(b) Summary of share-based payments
Set out below are the summaries of options granted as share based payments:
2018
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
3/07/15
3/07/15
3/07/15
7/02/18
7/02/18
7/02/18
31/03/18
$0.20
$0.25
$0.30
$0.30
Weighted average exercise
price
13,412,500
836,500
550,000
1,000,000
15,799,000
$0.21
-
-
-
-
-
-
-
-
-
-
-
-
(13,412,500)
(836,500)
(550,000)
(1,000,000)
(15,799,000)
$0.21
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2017
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 30/06/17
7/02/18
30/04/14
7/02/18
3/07/15
7/02/18
3/07/15
7/02/18
3/07/15
31/03/18
3/07/15
$0.20
$0.20
$0.20
$0.25
$0.30
$0.30
Weighted average exercise
price
19,225,000
19,912,500
60,000
836,500
550,000
1,000,000
41,584,000
$0.20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(c) Weighted average remaining contractual life
-
(19,225,000)
-
(6,500,000) 13,412,500 12,412,500
-
601,500
387,500
1,000,000
15,799,000 14,401,500
-
836,500
550,000
1,000,000
(60,000)
-
-
-
25,785,000
$0.20
$0.21
$0.21
-
12,412,500
-
601,500
387,500
1,000,000
14,401,500
$0.21
The weighted average remaining contractual life of share-based payment options that were outstanding as at 30
June 2018 was 0 years (2017: 0.3 years).
42
Rewardle Holdings Limited
ABN 37 168 751 746
42
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
20.
Share Based Payments (Continued)
(d) Shares issued as share-based payments
Employee Share Contribution Plan
The Group has an employee share contribution plan (ESCP) to assist in the attracting, motivating and rewarding
employees who are eligible to participate. The key terms of the ESCP are;
Eligible participants may opt to receive shares in lieu of normal net salary and wages, and receive a 20%
value on the nominated amount in consideration for choice;
Eligible participants are full-time, part-time or casual employees (including an executive director) of the
Company or an Associated Body Corporate, a non-executive director of the Company or a Contractor of the
Company;
Shares rank equally in all respect with shares already on issue and vest immediately on issue; and
Shares are issued at the volume weighted average price of the 30 consecutive days trading for the relevant
quarter.
(a) Shares granted as share-based payments under the ESCP are as
follows;
21 December 2017
8 June 2018
Number
$
4,442,961
3,525,526
7,968,487
58,803
78,991
137,794
These shares were issued as compensation to both key management personnel and employees of the Group. Further
details are provided in the directors’ report.
21.
Events Subsequent to Year End
On 20 September 2018, $1,088,252 was refunded under the Federal Government’s Research and Development Tax
Incentive Program.
On 27 September 2018, $165,000 was returned to an enterprise client after a change of the partner’s policy
with respect to invoicing. The client initially paid Rewardle in advance of installation activities but now wishes to pay
on invoice for each completed activity. The client has indicated ongoing support for the project and the Company will
invoice the client progressively as fees become due. The repayment has reduced Unearned Income by $165,000.
There are no other matters or circumstances that have arisen since 30 June 2018 that have or may significantly affect
the operations, results, or state of affairs of the Group.
43
Rewardle Holdings Limited
ABN 37 168 751 746
43
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DIRECTORS’ DECLARATION
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)
(ii)
comply with Accounting Standards, Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
give a true and fair view of the financial position of the Company as at 30 June 2018 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
27 September 2018
44
Rewardle Holdings Limited
ABN 37 168 751 746
44
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
DECLARATION OF INDEPENDENCE
AUDITOR’S INDEPENDENCE DECLARATION
UNDER S 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITY
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2018, there have been:
AUDITOR’S INDEPENDENCE DECLARATION
UNDER S 307C OF THE CORPORATIONS ACT 2001
i.
TO THE DIRECTORS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITY
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001
in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
ii.
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2018, there have been:
i.
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001
in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
ii.
MOORE STEPHENS AUDIT (VIC)
ABN 16 847 721 257
MOORE STEPHENS AUDIT (VIC)
ABN 16 847 721 257
GEORGE S. DAKIS
Partner
Audit & Assurance Services
Melbourne, Victoria
GEORGE S. DAKIS
27 September 2018
Partner
Audit & Assurance Services
Melbourne, Victoria
27 September 2018
45
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Report
In our opinion:
Opinion
a)
b)
i.
ii.
opinion.
Basis for Opinion
Key Audit Matters
report.
We have audited the financial report of Rewardle Holdings Ltd and Controlled Entity (the Company), which
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors’ declaration.
the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Company in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
Material Uncertainty Related to Going Concern
We draw attention to Note 1(b) Going Concern basis in the financial report, which indicates that the Company
incurred a net loss of $2,530,413 during the year ended 30 June 2018 and, as of that date, the Company’s current
liabilities exceeded its total assets by $956,383. As stated in Note 1(b), these events or conditions, along with other
matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern . Our opinion is not modified in respect of this matter.
ii.
a)
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITIES
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITIES
Report on the Audit of the Financial Report
Report on the Audit of the Financial Report
Report on the Audit of the Financial Report
INDEPENDENT AUDITOR’S REPORT
Opinion
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND CONTROLLED ENTITIES
Opinion
Opinion
We have audited the financial report of Rewardle Holdings Ltd and Controlled Entity (the Company), which
We have audited the financial report of Rewardle Holdings Ltd and Controlled Entity (the Company), which
Report on the Audit of the Financial Report
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
We have audited the financial report of Rewardle Holdings Ltd and Controlled Entity (the Company), which
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
Opinion
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors’ declaration.
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors’ declaration.
We have audited the financial report of Rewardle Holdings Ltd and Controlled Entity (the Company), which
In our opinion:
significant accounting policies, and the directors’ declaration.
In our opinion:
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
In our opinion:
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
a)
the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
a)
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
a)
significant accounting policies, and the directors’ declaration.
giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial
i.
giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial
i.
In our opinion:
giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
i.
performance for the year then ended; and
performance for the year then ended; and
the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
complying with Australian Accounting Standards and the Corporations Regulations 2001.
ii.
complying with Australian Accounting Standards and the Corporations Regulations 2001.
ii.
complying with Australian Accounting Standards and the Corporations Regulations 2001.
ii.
giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial
i.
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
performance for the year then ended; and
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
b)
b)
b)
Basis for Opinion
Basis for Opinion
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
b)
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Company in accordance with the auditor independence requirements of the
report. We are independent of the Company in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
Basis for Opinion
report. We are independent of the Company in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
report. We are independent of the Company in accordance with the auditor independence requirements of the
opinion.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
opinion.
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
Material Uncertainty Related to Going Concern
Material Uncertainty Related to Going Concern
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(b) Going Concern basis in the financial report, which indicates that the Company
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
We draw attention to Note 1(b) Going Concern basis in the financial report, which indicates that the Company
We draw attention to Note 1(b) Going Concern basis in the financial report, which indicates that the Company
incurred a net loss of $2,530,413 during the year ended 30 June 2018 and, as of that date, the Company’s current
opinion.
incurred a net loss of $2,530,413 during the year ended 30 June 2018 and, as of that date, the Company’s current
liabilities exceeded its total assets by $956,383. As stated in Note 1(b), these events or conditions, along with other
incurred a net loss of $2,530,413 during the year ended 30 June 2018 and, as of that date, the Company’s current
liabilities exceeded its total assets by $956,383. As stated in Note 1(b), these events or conditions, along with other
matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
liabilities exceeded its total assets by $956,383. As stated in Note 1(b), these events or conditions, along with other
Material Uncertainty Related to Going Concern
matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern . Our opinion is not modified in respect of this matter.
matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern . Our opinion is not modified in respect of this matter.
We draw attention to Note 1(b) Going Concern basis in the financial report, which indicates that the Company
Company’s ability to continue as a going concern . Our opinion is not modified in respect of this matter.
incurred a net loss of $2,530,413 during the year ended 30 June 2018 and, as of that date, the Company’s current
Key Audit Matters
Key Audit Matters
liabilities exceeded its total assets by $956,383. As stated in Note 1(b), these events or conditions, along with other
Key Audit Matters
matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
Company’s ability to continue as a going concern . Our opinion is not modified in respect of this matter.
the financial report of the current period. Except for the matters described in the Material Uncertainty related to
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. Except for the matters described in the Material Uncertainty related to
Going Concern section, we have determined that there are no other key audit matters to communicate in our
the financial report of the current period. Except for the matters described in the Material Uncertainty related to
Going Concern section, we have determined that there are no other key audit matters to communicate in our
Key Audit Matters
report.
Going Concern section, we have determined that there are no other key audit matters to communicate in our
report.
report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. Except for the matters described in the Material Uncertainty related to
Going Concern section, we have determined that there are no other key audit matters to communicate in our
report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. Except for the matters described in the Material Uncertainty related to
Going Concern section, we have determined that there are no other key audit matters to communicate in our
46
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
INDEPENDENT AUDITOR’S REPORT
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Company’s annual report for the year ended 30 June 2018, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial
report.
A further description of our responsibilities for the audit of the financial report is located on the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This
description forms part of our auditor’s report.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
47
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
INDEPENDENT AUDITOR’S REPORT
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 13 of the directors’ report for the year ended 30
June 2018.
In our opinion, the Remuneration Report of Rewardle Holdings Ltd and Controlled Entity, for the year ended 30
June 2018 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
MOORE STEPHENS AUDIT (VIC)
ABN 16 847 721 257
GEORGE S. DAKIS
Partner
Audit & Assurance Services
Melbourne, Victoria
27 September 2018
48
REWARDLE HOLDINGS LIMITED - ABN 37 168 751 746
SECURITIES EXCHANGE INFORMATION
SECURITIES EXCHANGE INFORMATION
HOLDINGS AS AT 24 SEPTEMBER 2018
Substantial Shareholders
Name
RUWAN WEERASOORIYA
MARMALADE HOLDINGS PTY LTD
Units
198,173,239
32,571,430
% of Total
59.84
9.83
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
40
74
112
287
146
659
Total Units
1,741
222,055
1,015,072
10,655,143
319,274,055
331,168,066
% Issued Share Capital
0.00%
0.06%
0.31%
3.22%
96.41%
100.00%
There are 482 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:
Position
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Holder Name
RUWAN WEERASOORIYA
MARMALADE HOLDINGS PTY LTD
MARMALADE HOLDINGS PTY LTD
MOSCH PTY LTD
MR HONGHAO SUN
MR TRENT ANTONY GOODRICK
JASON POTTER
SEQUOI NOMINEES PTY LTD
ROBERT PAUL MARTIN &
SUSAN PAMELA MARTIN