Rewardle Holdings Limited
ABN 37 168 751 746
Annual Report - 30 June 2023
For personal use only
Rewardle Holdings Limited
Contents
30 June 2023
1
Corporate directory
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Rewardle Holdings Limited
Shareholder information
2
3
12
13
14
15
16
17
42
43
48
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Rewardle Holdings Limited
Corporate directory
30 June 2023
2
Directors
Ruwan Weerasooriya – Executive Chairman
David Niall – Non-Executive Director
Rodney House-– Non-Executive Director
Company secretary
Nicholas Day
Registered office
Suite 70, Level 4, 80 Market St, South Melbourne VIC 3205
Telephone: 1300 407 891
Email: corporate@rewardle.com
Website: www.rewardleholdings.com
Principal place of business
Suite 70, Level 4, 80 Market St, South Melbourne VIC 3205
Share register
Automic Registry Services
Suite 1A, Level 1, 7 Ventnor Avenue
West Perth WA 6005
Telephone: +61 8 9324 2099
Facsimile: +61 8 9321 2337
Auditor
Moore Australia Audit (Vic)
Level 44, 600 Bourke Street,
Melbourne VIC 3000
Solicitors
PwC | Legal
PricewaterhouseCoopers
Brookfield Place
125 St Georges Terrace Perth WA 6000
Bankers
Westpac Banking Corporation Limited
Stock exchange listing
Rewardle Holdings Limited shares are listed on the Australian Securities Exchange
(ASX code: RXH)
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Rewardle Holdings Limited
Directors' report
30 June 2023
3
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of Rewardle Holdings Limited (referred to hereafter as the 'company' or 'parent entity') and
the entities it controlled at the end of, or during, the year ended 30 June 2023.
Directors
The following persons were directors of Rewardle Holdings Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Ruwan Weerasooriya – Executive Chairman
David Niall – Non-Executive Director
Rodney House – Non-Executive Director
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
Rewardle is a software business undertaking the development, operation and commercialisation of its proprietary Business to
Business to Consumer (B2B2C) software platform (Rewardle Platform).
The Company’s strategy is to leverage its operational capabilities, expertise and IP to develop new markets and opportunities
by investing cash flow generated by leveraging its operations, resources and capabilities into growth initiatives to create a
compounding growth flywheel effect for the business moving forward.
During FY23 the Company successfully executed its strategy, developing new markets and opportunities for its proprietary
software platform without the need for additional funding.
The profit for the consolidated entity after providing for income tax and non-controlling interest amounted to $3,709,346 (30
June 2022: loss of $41,531).
While the Company significantly increased revenue by $7.7 million or 438% compared to the previous year, the total expenses
increased by $3.97 million or 183%. Approximately 51% of this increase in expenses were due share of loss of associates
$1.89 million, impairment charge of $107k and fair value loss on financial asset of $37k in FY2023 (FY2022: nil). Remainder
of increase in expenses in operating and employment expenses were mainly driven by increases in consultant and contractor
fees to support the increased activity.
The above in combination with R&D rebate of $402,240 recognised during the year and after factoring in impairment charge
and share of loss of associates, has resulted in the total comprehensive income of $3,689,931.
The main driver of the significant improvement in the Company's profit position was the growth and development of its Growth
Services partner, CloudHolter Pty Ltd (formerly Cardiac Rhythm Diagnostics Pty Ltd) ('CloudHolter').
CloudHolter is a fast-growing MedTech business that is developing a disruptive, technology enabled cardiac diagnostics
service for local GPs and leveraging the workflow and data generated from its innovative diagnostic service to develop an AI
powered software solution for ECG analysis and diagnosis of heart rhythm issues.
The rapid growth and development of CloudHolter during the year required a significant increase in the Growth Services
provided by the Company.
As per its strategy to develop a VC style portfolio of transactional, licensing and equity positions in complementary partner
businesses, the Company established an arrangement to convert its licensing and professional services fees into shares in
CloudHolter which allows the Company to share in the upside it is helping to create.
The Company believes CloudHolter's unique combination of fast-growing cash flow generated by its diagnostic services, along
with its promising AI-based software development with global application, has the potential to deliver the Company a return
several times greater than its investment.
In addition to potentially delivering a significant return on investment, CloudHolter has provided the Company with an attractive
entry into the fast growing, digital health sector through which the Company can explore further opportunities to leverage its
IP, resources, expertise and experience.
In addition to commercialising the Rewardle Platform through its partnership with CloudHolter, the Company has continued
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Rewardle Holdings Limited
Directors' report
30 June 2023
4
developing the membership, points, rewards and payments application of the Rewardle Platform.
The Company applied learnings from its existing merchant services to develop a new sales process, product proposition and
pricing strategy and software development resources were applied to extending the capabilities of the Rewardle Platform.
The extended capabilities of the Rewardle Platform developed during the year underpin a variety of new membership features
and opportunities for the Company to generate new, high margin, digital revenue streams in the future.
In addition to its internal operating activities, during the year the Company acquired controlling interests in Beanhunter Pty Ltd
and Your Grocer Pty Ltd to support the commercialisation of the Rewardle Platform.
Beanhunter is Australia’s leading online community for independent cafes and coffee lovers and as the Company seeks to
rebuild its merchant network and associated SaaS revenue, it will leverage Beanhunter’s content and services to support its
post-pandemic re-engagement with the cafe sector which is a key merchant category for the membership, points, rewards
and payments application of the Company's B2B2C platform.
YourGrocer, is an e-commerce marketplace that allows customers to order items from multiple independent local specialty
shops such as grocers, fruiterers, butchers and fishmongers that is consolidated into a single order and delivered by the
Company's fleet of refrigerated vans and compliments the Company's strategic partnership with PepperLeaf, a Melbourne
based meal kit delivery service.
As demonstrated by the large supermarket chains, groceries, points and rewards have strong consumer appeal. The vertical
integration of grocery services into its operations is part of the Company’s strategy to commercialise the local membership,
points, rewards and payments application of its proprietary B2B2C software platform by creating an innovative, local
community powered rival to the large, corporate supermarket chains.
As outlined above, the Company’s strategy to develop a range of growth opportunities from the current cost base by leveraging
the Company’s existing IP, network and resources has delivered strong growth in FY23 and is on track to continue in FY24
and beyond.
The Company is becoming more robust as its diverse range of revenue streams and opportunities are developed and as a
technology platform based business with largely fixed costs, the Company has the potential to generate highly profitable
additional revenue.
Significant changes in the state of affairs
During the year the Group has acquired controlling interests by investment Your Grocer Pty Ltd and Beanhunter Pty Ltd.
These are consolidated in the Group as subsidiaries as of 30 June 2023. The Company also made significant investment of
$7,025,000 in CloudHolter Pty Ltd (formerly Cardiac Rhythm Diagnostics Pty Ltd) via its agreement to convert fees for services
provided by Rewardle into equity, increasing its investment in the equity of CloudHolter from 6% as at 30 June 2022 to 39.74%
as at 30 June 2023.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
The following events occurred subsequent to year end 30 June 2023:
During Q1 FY24 the Company completed the acquisition of 100% of Your Grocer Pty Ltd acquiring outstanding shares
representing 5% of Your Grocer Pty Ltd equity from the founder for $15,000.
During Q1 FY24 the Company received R&D financing of $550k which was repaid in full, along with accrued interest, upon
receipt of the FY23 R&D refund of $772k during the Q3 FY24.
During Q1 FY24 the Company entered into an agreement to acquire the distribution rights for the UpStreet fund for $30,000
(once off) and ~$15,000/month (ongoing operating cost), which provides the Rewardle Platform with micro-investing capability.
The transaction was completed during Q2 FY24 and the Company is in the process of integrating the micro-investing capability
into the Rewardle Platform.
During Q2 FY24 the Company invested $1.5m to acquire a controlling shareholding (54%) in its meal-kit partner Pepper Leaf,
a Melbourne based meal kit delivery service which complements the Company's acquisition of YourGrocer.
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Directors' report
30 June 2023
5
The Company retained the majority of the investment as working capital via commercial loan agreements whereby PepperLeaf
agreed to loan $1.5m to the Company which in turn agreed to loan $220,000 to the two founders of PepperLeaf on the same
commercial terms.
The Company has progressed consolidating the operations of PepperLeaf and YourGrocer to unlock operating efficiencies
and offer consumers a broader, more comprehensive and compelling grocery delivery service.
During Q2 FY24 the Company acquired Sub11 Pty Ltd, a Fintech sector publisher and investor engagement consultancy that
provides services to private and ASX listed companies. Sub11's valuation of ~$75,000, based on its net assets (primarily cash
and equivalents), was paid via issue of 2,600,000 RXH Fully Paid Ordinary Shares.
The Company is integrating Sub11's operations to leverage its acquisition of the distribution rights for the Upstreet fund and
the associated micro-investing capabilities of the Rewardle Platform to develop a modern, mobile and social media centric
solution for listed Companies to engage staff and investors.
During FY24, the Company has converted $8.4 million of fees to equity in CloudHolter Pty Ltd (formerly Cardiac Rhythm
Diagnostics Pty Ltd), increasing its total shareholding from 39.74% at the end of the FY23 to 49.9% at present.
The Company was not in a position to lodge the FY23 accounts by 29th September 2023 which resulted in trading in the
Company's listed securities being suspended and they will remain so until lodgment of the Company's outstanding accounts.
The completion of the Company’s FY23 Annual Report facilitates the opening balances to be used in preparation of the
Company's outstanding 31 December 2023 Interim Report. The Company is working with its auditor to complete the
preparation of the outstanding accounts as soon as practicable.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations have
not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the
consolidated entity.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Governance
The Company and its Board are committed to achieving and demonstrating the highest standards of corporate governance.
The Company has reviewed its Corporate Governance practices against the Corporate Governance Principles and
Recommendations (4th edition) published by the ASX Corporate Governance Council.
The 2023 Corporate Governance Statement was approved by the Board on 30 August 2024 along with the 2023 Annual
Report and is current at this time. A copy of the Company’s current Corporate Governance Statement and Plan can be viewed
at https://www.rewardleholdings.com/corporate-policies/
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Rewardle Holdings Limited
Directors' report
30 June 2023
6
Information on directors
Name:
Ruwan Weerasooriya
Title:
Executive Chairman
Experience and expertise:
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.
Other current directorships:
Nil
Former directorships (last 3 years):
During the past three years Mr Weerasooriya has held no other listed Company
Directorships
Interests in shares:
397,827,845
Interests in options:
Nil
Name:
David Niall
Title:
Non-executive Director
Experience and expertise:
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.
Other current directorships:
Mayfield Childcare Ltd (ASX:MFD)
Former directorships (last 3 years):
Nil
Interests in shares:
11,652,513
Name:
Rodney House
Title:
Non-executive Director
Experience and expertise:
Rodney is a proven commercial leader with over 20 years of experience in media sales
and marketing. Rodney was at Fairfax Media for 13 years in various senior management
roles his last as Commercial Director at Australia Community Media (ACM). During his
time with at Fairfax Rodney led significant sales transformation programs. Post Fairfax,
Rodney worked with REA Group and is currently employed at Carsales where he holds
a senior role in the sales and marketing division. He has built the company’s sales
enablement functions at both organisations. Rodney responsibilities have included the
sales operations teams at both business successfully driving improvement programs
that increased the national sales teams effectiveness and efficiencies.
Other current directorships:
Nil
Former directorships (last 3 years):
Nil
Interests in shares:
565,605
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Nicholas Day
Mr Day has over 20 years’ experience as a company director, CFO and company secretary for a broad range of listed and
private technology companies and mining and exploration companies. Previously he was CFO and Company Secretary of
Battery Minerals, Minbos Resources Limited, RTG Mining, Finance Director at Coventry Resources and Company Secretary
to Paringa Resources Limited and Ebooks Corporation.
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Rewardle Holdings Limited
Directors' report
30 June 2023
7
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and
the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward.
The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
competitiveness and reasonableness
●
acceptability to shareholders
●
performance linkage / alignment of executive compensation
●
transparency
The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The
performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy is
to attract, motivate and retain high performance and high quality personnel.
The Board has structured an executive remuneration framework that is market competitive and complementary to the reward
strategy of the consolidated entity.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
having economic profit as a core component of plan design
●
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
●
attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
●
rewarding capability and experience
●
reflecting competitive reward for contribution to growth in shareholder wealth
●
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent
remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting.
The most recent determination was at the Annual General Meeting held on 29 November 2021, where the shareholders
approved a maximum annual aggregate remuneration of $500,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
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Rewardle Holdings Limited
Directors' report
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8
The executive remuneration and reward framework has four components:
●
base pay and non-monetary benefits
●
short-term performance incentives
●
share-based payments
●
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board
based on individual and business unit performance, the overall performance of the consolidated entity and comparable market
remunerations in the technology sector.
The short-term incentives ('STI') are payable to Executives based upon the attainment of agreed corporate and individual
milestones and are reviewed and approved by the Board of Directors. During the year, no STI were paid to the Executives.
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 employee share options. These
options are issued at an exercise price determined by the Board at the time of issue.
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.
While no LTI grants have been made over recent years as the Company navigated the COVID-19 pandemic and challenging
operating conditions. The Company intends to use LTI grants in the future.
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.
Voting and comments made at the company's 30 November 2022 Annual General Meeting ('AGM')
At the 30 November 2022 AGM, 100% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2022. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Rewardle Holdings Limited:
●
Ruwan Weerasooriya – Executive Chairman
●
David Niall – Non-Executive Director
●
Rodney House - Non-Executive Director
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Rewardle Holdings Limited
Directors' report
30 June 2023
9
Short-term
benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Super-
Long service
Equity-
and fees
annuation
leave
settled
Total
30 June 2023
$
$
$
$
$
Non-Executive Directors:
David Niall
36,200
3,800
-
-
40,000
Rodney House
36,200
3,800
-
-
40,000
Executive Directors:
Ruwan Weerasooriya
150,000
15,750
1,986
-
167,736
222,400
23,350
1,986
-
247,736
As at 30 June 2023, a balance of $830,202 was payable to the directors inclusive of superannuation.
Short-term
benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Super-
Long service
Equity-
and fees
annuation
leave
settled
Total
30 June 2022
$
$
$
$
$
Non-Executive Directors:
David Niall
36,363
3,637
-
-
40,000
Rodney House
36,363
3,637
-
-
40,000
Executive Directors:
Ruwan Weerasooriya
150,000
15,000
4,312
-
169,312
222,726
22,274
4,312
-
249,312
As at 30 June 2022, a balance of $894,206 was payable to the directors inclusive of superannuation.
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Mr Ruwan Weerasooriya
Title:
Executive Chairman & Managing Director
Agreement commenced:
20 July 2014
Term of agreement:
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.
Name:
Mr David Niall
Title:
Non-executive Director
Agreement commenced:
30 May 2017 and revised on 1 October 2018
Term of agreement:
David Niall entered into a revised agreement from 1 October 2018 as a Non- executive
Director at a package of $40,000 per annum inclusive of superannuation.
Name:
Mr Rodney House
Agreement commenced:
2 January 2019
Term of agreement:
Rodney has entered into an agreement that consists of a package comprising $40,000
per annum inclusive of superannuation.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
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Rewardle Holdings Limited
Directors' report
30 June 2023
10
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2023.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of compensation
that were outstanding as at 30 June 2023.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part
of compensation during the year ended 30 June 2023. No shares were issued to Directors on exercise of compensation
options during the year.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
remuneration Additions*
other
the year
Ordinary shares
R Weerasooriya
397,031,678
-
796,167
-
397,827,845
D Niall
10,932,513
-
720,000
-
11,652,513
Rodney House
-
-
565,605
-
565,605
407,964,191
-
2,081,772
-
410,045,963
*
Addition represents on-market purchase of shares by the Directors during the year.
Option holding
There were no options over ordinary shares in the company held during the financial year by the director and other members
of key management personnel of the consolidated entity, including their personally related parties.
Loans from directors and executives
The Executive Chairman, Ruwan Weerasooriya has provided a unsecured, non-recourse fee and interest facility of $1,300,000
to support working capital requirements of the Group. A total loan balance of $1,277,971 is payable as at 30 June 2023 (30
June 2022: $1,277,971).
This concludes the remuneration report, which has been audited.
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Rewardle Holdings Limited
Directors' report
30 June 2023
11
Shares under option
There were no unissued ordinary shares of Rewardle Holdings Limited under option outstanding at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Rewardle Holdings Limited issued on the exercise of options during the year ended 30 June
2023 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure
of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on
behalf of the company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the company who are former partners of Moore Australia Audit (Vic)
There are no officers of the company who are former partners of Moore Australia Audit (Vic).
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Moore Australia Audit (Vic) continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Ruwan Weerasooriya
Executive Chairman
30 August 2024
For personal use only
AUDITOR’S INDEPENDENCE DECLARATION
UNDER S 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF REWARDLE HOLDINGS LIMITED AND
CONTROLLED ENTITIES
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2023, 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
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
MOORE AUSTRALIA AUDIT (VIC)
ABN 16 847 721 257
ANDREW JOHNSON
Partner
Audit and Assurance
Melbourne, Victoria
30 August 2024
For personal use only
Rewardle Holdings Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Consolidated
Note 30 June 2023 30 June 2022
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
13
Rendering of services
5
9,415,684
1,753,131
Other income
6
402,240
367,365
Expenses
Operating expenses associated with Rewardle network
7
(2,685,045)
(1,297,253)
Impairment charge
8
(107,415)
-
Share of loss of associates and joint ventures accounted for using the equity method
9
(1,889,784)
-
Employee benefits expense
(1,371,562)
(852,921)
Depreciation and amortisation expense
15
(19,384)
(289)
Finance costs
(17,731)
(11,564)
Fair value loss on financial asset at fair value through profit or loss
(37,072)
-
Profit/(loss) before income tax expense
3,689,931
(41,531)
Income tax expense
10
-
-
Profit/(loss) after income tax expense for the year
3,689,931
(41,531)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year
3,689,931
(41,531)
Profit/(loss) for the year is attributable to:
Non-controlling interest
(19,415)
-
Owners of Rewardle Holdings Limited
3,709,346
(41,531)
3,689,931
(41,531)
Total comprehensive income for the year is attributable to:
Non-controlling interest
(19,415)
-
Owners of Rewardle Holdings Limited
3,709,346
(41,531)
3,689,931
(41,531)
Cents
Cents
Basic earnings per share
35
0.70
(0.01)
Diluted earnings per share
35
0.70
(0.01)
For personal use only
Rewardle Holdings Limited
Statement of financial position
As at 30 June 2023
Consolidated
Note 30 June 2023 30 June 2022
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
14
Assets
Current assets
Cash and cash equivalents
11
259,744
132,794
Trade and other receivables
12
132,083
34,502
Security deposits
55,000
-
Total current assets
446,827
167,296
Non-current assets
Investments accounted for using the equity method
13
4,947,799
-
Financial assets at fair value through profit or loss
14
-
347,072
Property, plant and equipment
15
268,586
1,294
Total non-current assets
5,216,385
348,366
Total assets
5,663,212
515,662
Liabilities
Current liabilities
Trade and other payables
16
2,445,810
1,320,585
Borrowings
17
1,368,239
1,277,971
Provisions
18
182,264
148,314
Unearned Income
19
58,379
44,988
Total current liabilities
4,054,692
2,791,858
Non-current liabilities
Borrowings
17
97,805
-
Provisions
18
28,580
-
Total non-current liabilities
126,385
-
Total liabilities
4,181,077
2,791,858
Net assets/(liabilities)
1,482,135
(2,276,196)
Equity
Issued capital
20
18,190,908
18,190,908
Accumulated losses
(16,757,758)
(20,467,104)
Equity/(deficiency) attributable to the owners of Rewardle Holdings Limited
1,433,150
(2,276,196)
Non-controlling interest
48,985
-
Total equity/(deficiency)
1,482,135
(2,276,196)
For personal use only
Rewardle Holdings Limited
Statement of changes in equity
For the year ended 30 June 2023
The above statement of changes in equity should be read in conjunction with the accompanying notes
15
Issued
Retained
Non-
controlling
Total
deficiency in
equity
capital
losses
interest
Consolidated
$
$
$
$
Balance at 1 July 2021
18,190,908
(20,425,573)
-
(2,234,665)
Loss after income tax expense for the year
-
(41,531)
-
(41,531)
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
(41,531)
-
(41,531)
Balance at 30 June 2022
18,190,908
(20,467,104)
-
(2,276,196)
Issued
Retained
Non-
controlling
Total equity
capital
losses
interest
Consolidated
$
$
$
$
Balance at 1 July 2022
18,190,908
(20,467,104)
-
(2,276,196)
Profit/(loss) after income tax expense for the year
-
3,709,346
(19,415)
3,689,931
Other comprehensive income for the year, net of tax
-
-
-
-
Total comprehensive income for the year
-
3,709,346
(19,415)
3,689,931
Transactions with owners in their capacity as owners:
Increase from business acquisition
-
-
68,400
68,400
Balance at 30 June 2023
18,190,908
(16,757,758)
48,985
1,482,135
For personal use only
Rewardle Holdings Limited
Statement of cash flows
For the year ended 30 June 2023
Consolidated
Note 30 June 2023 30 June 2022
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
16
Cash flows from operating activities
Receipts from customers
5,831,447
1,744,143
Payments to suppliers and employees
(5,994,703)
(1,799,355)
R&D and other Government incentives
402,240
367,365
Interest and other finance costs paid
(22,263)
-
Net cash from operating activities
34
216,721
312,153
Cash flows from investing activities
Payment for purchase of subsidiary, net of cash acquired
(21,561)
-
Payments for investments
-
(323,440)
Payments for property, plant and equipment
15
(28,601)
-
Net cash used in investing activities
(50,162)
(323,440)
Cash flows from financing activities
Proceeds from borrowings
289,035
86,304
Repayment of borrowings
(328,644)
-
Net cash from/(used in) financing activities
(39,609)
86,304
Net increase in cash and cash equivalents
126,950
75,017
Cash and cash equivalents at the beginning of the financial year
132,794
57,777
Cash and cash equivalents at the end of the financial year
11
259,744
132,794
As per its growth strategy, the Company entered an agreement with CloudHolter Pty Ltd (previously Cardiac Rhythm
Diagnostics Pty Ltd) which provides it with the discretion to reinvest Growth Services fees generated from CloudHolter to
acquire a minority shareholding in CloudHolter.
During the year, the Company provided services of $8,994,492 to CloudHolter and elected to reinvest $6,527,583 into
CloudHolter’s equity. While the associated transactions were paid in cash, the investment has been treated as fees settled
via equity due to the link between the revenue generated and the subsequent investment.
As such, the investment of $6,527,583 is shown as an offset against the $8,994,492 in the receipts from customers in the
cash flow statement above.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
17
Note 1. General information
The financial statements cover Rewardle Holdings Limited as a consolidated entity consisting of Rewardle Holdings Limited
and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars,
which is Rewardle Holdings Limited's functional and presentation currency.
Rewardle Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business are:
Registered office
Principal place of business
Suite 70, Level 4, 80 Market St, South Melbourne VIC 3205
Suite 70, Level 4, 80 Market St, South Melbourne VIC 3205
Telephone: 1300 407 891
Email: corporate@rewardle.com
Website: www.rewardleholdings.com
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report,
which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 August 2024. The
directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in Note 3.
Going Concern
For the year ended 30 June 2023 the consolidated entity had an operating net profit of $3,689,931 (30 June 2022: net loss
$41,531), net cash inflows from operating activities of $216,721 (30 June 2022: $312,153) and net current liabilities of
$3,607,865 (30 June 2022: $2,624,562). However, the current liabilities as at 30 June 2023 contain a number of liability
accounts, including loan from Directors of $1,277,971 and salaries and Directors fee payable to the current Directors of
$830,202 and unearned Income of $58,379 which represent the results of accounting adjustments and do not represent
amounts currently payable, or expected to become payable, to third parties. If these liability accounts are removed from the
calculation of working capital at 30 June 2023, the adjusted working capital deficit is reduced to approximately $1,441,313
(2022: $407,397).
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
18
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:
●
The Group cashflow forecast shows a positive cash position for the period extending beyond twelve months for this
report;
●
Forecast professional services revenue resulting from strategic partnership agreements for the provision of technology,
marketing, operational support and corporate strategy services to Pepper Leaf, Beanhunter, SplitPay and CloudHolter in
keeping with management assumptions;
●
Forecast Growth Services revenue in keeping with management assumptions including development of new partnership
opportunities;
●
Strategic partners ability to generate income and/or raise sufficient capital to support their ongoing growth and forecast
professional services income;
●
Forecast revenue from historical Merchants Services products (SaaS) continuing in keeping with historical performance
and growing in the future in keeping with management assumptions;
●
Forecast revenue from new Merchant Services products (SaaS) in keeping with management assumptions;
●
Forecast revenue from brand partnerships continuing in keeping with historical performance and forecast revenue from
new brand partnership products in keeping with management assumptions;
●
Ongoing growth of membership and development of opportunities to generate new revenue streams from members;
●
Ongoing management of the underlying cost base (primarily through employee costs, improved technology efficiencies
and other operating cost reductions) such that they are in keeping with management assumptions;
●
Forecast receipt of research and development tax incentive rebate (R&D) in keeping with historical levels of cost
apportionment and management assumptions;
●
Access to R&D financing on quarterly draw down on similar terms provided to the Company previously;
●
Potential of realising value of shareholdings in subsidiaries and equity investments;
●
Potential to raise capital as equity;and
●
Access to loans which Directors may elect to provide on terms yet to be negotiated and agreed.
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.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in Note 28.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Rewardle Holdings Limited
('company' or 'parent entity') as at 30 June 2023 and the results of all subsidiaries for the year then ended. Rewardle Holdings
Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
19
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and
other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity.
Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit
balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated
entity recognises the fair value of the consideration received and the fair value of any investment retained together with any
gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised either at a point in time or over time when (or as) the Group satisfies performance obligations by
transferring the promised goods or services to its customers. All revenue is stated net of the amount of Goods and Services
Tax (GST).
Rendering of services
Revenue is generated through provision of professional services, software licensing, set up fees and ecommerce. Revenue
from providing professional services, software licensing and set up fees is recognised in the accounting period in which the
services are rendered. For software licensing, revenue is recognised over time based on the actual service provided to the
end of the reporting period as a proportion of the total services to be provided. The customer pays the fixed amount based on
a payment schedule per the contract. If the services rendered by the Group exceed the payment, a contract asset is
recognised. If the payments exceed the services rendered, a contract liability (Unearned income) is recognised. Customers
are invoiced on a monthly basis and consideration is payable when invoiced. Service contracts do not contain provisions for
sales returns, rebates, discounts or any ongoing service and the total transaction price does not contain any variable
consideration in relation to such items.
Ecommerce revenue is recognised at a point in time on completion of an order.
Other income
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
20
R&D Tax incentive rebate
R&D tax offset income is income recognised when there is reasonable assurance that it will be received. It is recognised in
the statement of comprehensive income in the same period that the related costs are recognised as expenses and relates to
refundable amounts on approved expenses.
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Group will comply with all attached conditions.
Financial Instruments
A financial asset is measured at amortised cost, if it is held within a business model whose objective is to hold assets in order
to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument
assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial
recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income
('OCI').
An 'expected credit loss' ('ECL') model is used to recognise an allowance. Impairment will be measured under a 12-month
ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case
the lifetime ECL method is adopted.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are
included in the income statement.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
●
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
21
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it
is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are
classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Associates
Associates are entities over which the consolidated entity has significant influence but not control or joint control. Investments
in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the
associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive
income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in
the consolidated entity's share of net assets of the associate. Goodwill relating to the associate is included in the carrying
amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or receivable
from associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate, including any
unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the associate
and recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value
of the retained investment and proceeds from disposal is recognised in profit or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Motor Vehicle
5-10 years
Plant and equipment
3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any
revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
22
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the
period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled
wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated
future cash outflows.
Fair value measurement
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable,
with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments
or other assets are acquired.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
23
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued
or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the
acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the
proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest
in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount
is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes
in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent
consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of
the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Rewardle Holdings Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial
position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
24
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed
below.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent sales experience and historical collection rates. Impairment
charges are recognised based on management's assessment of discounted cashflows on the investment portfolios.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting date
are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees
at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through
promotion and inflation have been taken into account.
Note 4. Operating segments
Identification of reportable operating segments
The Consolidated Entity has identified its operating segments based on the internal reports that are reviewed and used by the
Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM') in assessing performance and in
determining the allocation of resources
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
The Board considers that the Consolidated Entity has only operated in one segment, that is the development, operation and
commercialisation of its proprietary Business to Business to Consumer (B2B2C) software platform (Rewardle Platform) by
leveraging the Company’s operational capabilities, expertise and IP.
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.
Revenue of $8,994,492 representing 95.6% of total revenue from ordinary activities was derived from a single customer. The
Company expects that in the future its revenue will diversify across various market segments and customers.
The information reported to the CODM is on a monthly basis.
Note 5. Rendering of services
Disaggregation of revenue
Revenue from contracts with customers is categorised into the reportable segments disclosed below. Revenue is recognised
when the performance obligations are delivered over time except for Setup fee which is recognised point in time. Once a
contract has been entered into, the Group has a enforceable right to payment for work completed to date.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 5. Rendering of services (continued)
25
Consolidated
30 June 2023 30 June 2022
$
$
Merchant Licensing fees (SaaS) and subscriptions
91,182
360,860
Growth services income
9,014,930
1,374,863
Sales and commission income
301,488
-
Set up fees
8,084
13,408
Brand partnership fees
-
4,000
Rendering of services
9,415,684
1,753,131
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
30 June 2023 30 June 2022
$
$
Timing of revenue recognition
Services transferred over time
9,114,196
1,753,131
Services transferred at a point in time
301,488
-
9,415,684
1,753,131
Note 6. Other income
Consolidated
30 June 2023 30 June 2022
$
$
R&D tax incentive rebate
402,240
347,365
COVID-19 incentives
-
20,000
402,240
367,365
COVID-19 incentive includes $20,000 payroll tax incentives due to COVID-19.
Note 7. Operating expenses associated with Rewardle network
Consolidated
30 June 2023 30 June 2022
$
$
Consultant and contractor fees
1,530,956
527,668
Sales commission and service fees
187,874
175,910
Impairment of trade receivables
2,416
95,792
Merchant and member network costs
136,785
105,046
Auditing fees
44,912
39,006
Company secretarial and accounting fees
48,164
34,214
Rent
840
695
Legal fees
20,007
2,353
IT consumables
7,361
1,849
Other corporate and operating expenses
667,777
314,720
Operating cost for grocery delivery operations
37,953
-
2,685,045
1,297,253
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
26
Note 8. Impairment charge
Consolidated
30 June 2023 30 June 2022
$
$
Impairment of intangible asset
107,415
-
Impairment of intangible asset represents impairment of customer contract recognised at the time of acquisition of Beanhunter
Pty Ltd during the year. Refer to note 29 for details.
Note 9. Share of loss of associates and joint ventures accounted for using the equity method
Consolidated
30 June 2023 30 June 2022
$
$
Share of loss from associate
1,889,784
-
Note 10. Income tax expense
Consolidated
30 June 2023 30 June 2022
$
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense
3,689,931
(41,531)
Tax at the statutory tax rate of 25%
922,483
(10,383)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Impairment of assets
26,854
-
Fair value loss on financial asset at fair value through profit or loss
9,268
-
Share of loss - associate
472,446
-
R&D tax incentive rebate
(100,560)
(86,842)
1,330,491
(97,225)
Current year tax losses not recognised
67,030
-
Current year temporary differences not recognised
188,803
308,148
Prior year temporary differences not recognised now recognised
-
(80,036)
Utilisation of prior year losses
(1,586,324)
(130,887)
Income tax expense
-
-
Consolidated
30 June 2023 30 June 2022
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
3,004,823
9,081,996
Potential tax benefit at statutory tax rates
751,206
2,270,499
Rewardle Holdings Limited and its subsidiaries are not tax consolidated. The above potential tax benefit for tax losses has not
been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of
ownership test is passed, or failing that, the same business test is passed.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
27
Note 11. Cash and cash equivalents
Consolidated
30 June 2023 30 June 2022
$
$
Cash on hand
100
100
Cash at bank
259,644
132,694
259,744
132,794
Note 12. Trade and other receivables
Consolidated
30 June 2023 30 June 2022
$
$
Trade receivables
379,542
320,020
Less: Allowance for expected credit losses
(316,400)
(313,984)
63,142
6,036
Other receivables
68,941
28,466
132,083
34,502
Expected
credit loss
rate
Expected
credit loss
rate
Carrying
amount
Carrying
amount
Allowance
for expected
credit losses
Allowance
for expected
credit losses
30 June 2023 30 June 2022 30 June 2023 30 June 2022 30 June 2023 30 June 2022
Consolidated
%
%
0 to 3 months overdue
-
78.00%
65,392
27,357
2,340
21,321
3 to 6 months overdue
100.00%
100.00%
1,494
292,663
1,494
292,663
Over 6 months overdue
100.00%
100.00%
312,566
-
312,566
-
379,452
320,020
316,400
313,984
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
28
Note 13. Investments accounted for using the equity method
Consolidated
30 June 2023 30 June 2022
$
$
Investment in CloudHolter Pty Ltd (formerly Cardiac Rhythm Diagnostics Pty Ltd)
4,947,799
-
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and previous
financial year are set out below:
Opening carrying amount
-
-
Reclassified from Financial assets at fair value
310,000
-
Additions investments through step acquisition
6,527,583
-
Share of loss of associate
(1,889,784)
-
Closing carrying amount
4,947,799
-
Refer to note 32 for further information on interests in associates.
The Company’s growth strategy includes the development of a portfolio of transactional, licensing and equity positions in
complementary partner businesses. The Company’s initial growth focus has been on its partnership with CloudHolter (a
Cardiac MedTech).
During the previous year, the Company converted $310,000 of fees into equity in CloudHolter to give the Company a
shareholding of approximately 6%. During the year ended 30 June 2023, Company has invested additional $6,527,583 in
CloudHolter to give the Company a shareholding of 39.74%.
Note 14. Financial assets at fair value through profit or loss
Consolidated
30 June 2023 30 June 2022
$
$
Investment in CloudHolter
-
310,000
Investment in SplitPay
-
37,072
-
347,072
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial
year are set out below:
Opening fair value
347,072
-
Additions
-
347,072
Reclassified to investment accounted for using equity method (note 13)
(310,000)
-
Impairment of assets
(37,072)
-
Closing fair value
-
347,072
Refer to note 23 for further information on fair value measurement.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
29
Note 15. Property, plant and equipment
Consolidated
30 June 2023 30 June 2022
$
$
Plant and equipment - at cost
46,557
35,265
Less: Accumulated depreciation
(42,209)
(33,971)
4,348
1,294
Motor vehicles - at cost
277,999
-
Less: Accumulated depreciation
(13,761)
-
264,238
-
268,586
1,294
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Plant and
equipment
Motor
vehicles
Total
Consolidated
$
$
$
Balance at 1 July 2021
1,583
-
1,583
Depreciation expense
(289)
-
(289)
Balance at 30 June 2022
1,294
-
1,294
Additions
4,694
23,907
28,601
Additions through asset acquisition (note 30)
3,983
254,092
258,075
Depreciation expense
(5,623)
(13,761)
(19,384)
Balance at 30 June 2023
4,348
264,238
268,586
Note 16. Trade and other payables
Consolidated
30 June 2023 30 June 2022
$
$
Trade payables
391,973
360,457
Other payables
2,053,837
960,128
2,445,810
1,320,585
As at 30 June 2023, the other payables balance includes salaries and Directors fee payable and superannuation payable to
the current Directors of $830,202 (2022: $894,206).
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 note 19 for further information on financial instruments.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
30
Note 17. Borrowings
Refer to Note 22 for further information on financial instruments.
The loan from director is unsecured and non-interest bearing.
Total secured liabilities
Consolidated
30 June 2023 30 June 2022
$
$
Loan from Director - current
1,277,971
1,277,971
Loan- Vehicle financing - Current
90,268
-
1,368,239
1,277,971
Loan- Vehicle financing - non- current
97,805
-
1,466,044
1,277,971
Refer to Note 22 for further information on financial instruments.
The loan from director is unsecured and non-interest bearing.
Note 18. Provisions
Consolidated
30 June 2023 30 June 2022
$
$
Employee benefis- current
182,264
148,314
Employee benefits- non-current
28,580
-
210,844
148,314
Employee benefits represent annual leave and long service leave entitlements of employees within the Group and is non-
interest bearing.
Note 19. Unearned Income
Consolidated
30 June 2023 30 June 2022
$
$
Unearned income- Rewardle Pty ltd
58,379
44,988
Unearned income represents payment received in advance for services to still be provided within the Group and is non-interest
bearing.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
31
Note 20. Issued capital
Consolidated
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Shares
Shares
$
$
Ordinary shares - fully paid
526,321,488
526,321,488
18,190,908
18,190,908
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The capital risk management policy remains unchanged from the 2022 Annual Report.
Note 21. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 22. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including price risk and interest rate
risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity.
The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate and other price risks, ageing analysis for credit risk and reviews of investment
portfolios to determine market risk.
Risk management is carried out by the Board of Directors ('the Board'). These policies include identification and analysis of
the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. The Board carries out risk
management as required on a case by case basis.
Market risk
Price risk
The consolidated entity is not exposed to any significant price risk. As at 30 June 2023, the Company has no financial assets
at fair value through profit or loss and hence not exposed to related price risk.
Interest rate risk
The Company has no material interest bearing borrowings from long-term borrowings and hence not exposed to material
interest rate risk from related variable rates.
The consolidated entity has cash and cash equivalent totalling 259,744 (2022: $132,794). An official increase/decrease in
interest rates of 0.5% (2022: 0.5%) basis points would have an adverse/favourable effect on profit before tax of $1,298 (2022:
$664) per annum.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 22. Financial instruments (continued)
32
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming
references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate
credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount,
net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the
financial statements. The consolidated entity does not hold any collateral.
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the consolidated entity based on recent sales experience, historical collection rates
and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments
for a period greater than 1 year.
Liquidity risk
Liquidity risk arises from the financial liabilities of consolidated entity and its subsequent ability to meet its obligations to repay
its financial liabilities as and when they fall due. The Group manages liquidity risk by monitoring forecast cash flows and
ensuring that adequate cash resources and borrowing facilities will be available as and when required.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
Consolidated - 30 June 2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade and other payables
-
2,445,810
-
-
-
2,445,810
Borrowings
-
1,368,239
-
-
-
1,368,239
Total non-derivatives
3,814,049
-
-
-
3,814,049
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
Consolidated - 30 June 2022
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade and other payables
-
1,320,585
-
-
-
1,320,585
Borrowings
-
1,277,971
-
-
-
1,277,971
Total non-derivatives
2,598,556
-
-
-
2,598,556
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
33
Note 23. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
Consolidated - 30 June 2023
$
$
$
$
Assets
Investment in CloudHolter shares
-
-
-
-
Investment in SplitPay
-
-
-
-
Total assets
-
-
-
-
Level 1
Level 2
Level 3
Total
Consolidated - 30 June 2022
$
$
$
$
Assets
Investment in CloudHolter shares
-
-
310,000
310,000
Investment in SplitPay
-
-
37,072
37,072
Total assets
-
-
347,072
347,072
There were no transfers between levels during the financial year.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Investment in
CloudHolter
SplitPay
Total
Consolidated
$
$
$
Balance at 1 July 2021
-
-
-
Additions
310,000
37,072
347,072
Balance at 30 June 2022
310,000
37,072
347,072
Reclassed to investment accounted for using equity method (note 13)
(310,000)
-
(310,000)
Impairment of investment (note 8)
-
(37,072)
(37,072)
Balance at 30 June 2023
-
-
-
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
34
Note 24. Key management personnel disclosures
Directors
The following persons were directors of Rewardle Holdings Limited during the financial year:
Ruwan Weerasooriya
Executive Chairman
David Niall
Non-executive Director
Rodney House
Non-executive Director
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity
is set out below:
Consolidated
30 June 2023 30 June 2022
$
$
Short-term employee benefits
222,400
222,726
Post-employment benefits
23,350
22,274
Long-term benefits
1,986
4,312
247,736
249,312
Note 25. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by , the auditor of the company:
Consolidated
30 June 2023 30 June 2022
$
$
Audit services -
Audit or review of the financial statements
39,000
39,006
Note 26. Contingent liabilities
The Group has no material contingent liabilities as at the date of this report (2022: nil).
Note 27. Related party transactions
Parent entity
Rewardle Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
Associates
Interests in associates are set out in note 32.
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the directors'
report.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 27. Related party transactions (continued)
35
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
30 June 2023 30 June 2022
$
$
Sale of goods and services:
Sale of services to associate*
8,994,492
-
*
Related to service income from CloudHolter Pty Ltd in which became as associate of the Company during the year. Refer
to note 13 for further details.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
30 June 2023 30 June 2022
$
$
Current borrowings:
Loan from key management personnel*
1,277,971
1,277,971
*
The represents an unsecured, interest free and non-recourse facility of the same value provided by the Executive
Chairman, Mr Ruwan Weerasooriya.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 28. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
30 June 2023 30 June 2022
$
$
Profit/(loss) after income tax
1,680,279
(431,717)
Total comprehensive income
1,680,279
(431,717)
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
Note 28. Parent entity information (continued)
36
Statement of financial position
Parent
30 June 2023 30 June 2022
$
$
Total current assets
1,031
11,862
Total assets
27,749,785
26,097,185
Total current liabilities
997,403
1,025,115
Total liabilities
997,403
1,025,115
Equity
Issued capital
29,366,808
29,366,808
Accumulated losses
(2,614,426)
(4,294,738)
Total equity
26,752,382
25,072,070
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
Note 29. Business combinations
On 9 March 2023, Beanhunter Pty Ltd issued its 17,279 shares to Rewardle Pty Ltd, a subsidiary of Rewardle Holding Limited,
for $178,000 paid in cash. With this investment, Rewardle Pty Ltd acquired 51% stake in Beanhunter Pty Ltd. This has resulted
in Beanhunter Pty Ltd, becoming a subsidiary of Rewardle Pty Limited effective 9 March 2023.
Details of the acquisition are as follows:
Fair value
$
Cash and cash equivalents
35,992
Other receivables
171,010
Trade payables
(68,601)
Net assets acquired
138,401
Less: non-controlling interest of net liabilities on the acquisition date
(67,816)
Total
70,585
Acquisition-date fair value of the total consideration transferred
178,000
Customer contracts
107,415
Total consideration represented by:
Cash paid or payable to vendor
178,000
On the acquisition date, other receivable balance of $171,010 contained $115,000 receivable from Rewardle Pty Ltd towards
balance of payment for 17,279 shares issued to it. This amount was subsequent received by Beanhunter by 13 March 2023.
The customer contracts have been impaired to nil at 30 June 2023 based on management's assessment on the recovery on
investments.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
37
Note 30. Your Grocer acquisition
On 20 April 2023, Rewardle Pty Ltd, a subsidiary of Rewardle Holding Limited, acquired 95% of the ordinary shares of Your
Grocer Pty Ltd for the total cash consideration transferred of $2,326.
The Company, at the time of acquisition, assessed that in the absence employees and business processes acquired as part
of this transaction, this acquisition does not meet the definition of a business under AASB 3 - Business Combinations.
Therefore, the acquisition is accounted as an asset acquisition and all identifiable assets and liabilities of Your Grocer Pty Ltd
were accounted at the acquisition date at their fair values in the financial statements.
Your Grocer Pty Ltd is accounted for using the acquisition method of accounting in these financial statements.
Fair value
$
Cash and cash equivalents
7,773
Other receivables
56,092
Other current assets
99,278
Computer equipment
3,983
Motor vehicles
254,092
Trade and other payables
(191,087)
Vehicle loan
(227,682)
2,449
Less: non-controlling interest of net liabilities on the acquisition date
(123)
Acquisition-date fair value of the total consideration transferred in cash
2,326
Note 31. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Ownership interest
Principal place of business /
30 June 2023 30 June 2022
Name
Country of incorporation
%
%
Rewardle Pty Ltd
Australia
100.00%
100.00%
Beanhunter Pty Ltd
Australia
51.00%
-
Your Grocer Pty Ltd
Australia
95.00%
-
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
38
Note 32. Interests in associates
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are
material to the consolidated entity are set out below:
Ownership interest
Principal place of business /
30 June 2023
30 June
2022*
Name
Country of incorporation
%
%
CloudHolter Pty Ltd
Australia
39.74%
6.00%
* ClouldHolter Pty Ltd was not an associate as of 30 June 2022.
Summarised financial information
30 June 2023 30 June 2022
$
$
Summarised statement of financial position
Current assets
2,222,140
66,948
Total assets
2,222,140
66,948
Current liabilities
3,523,298
1,424,099
Non-current liabilities
500,000
430,000
Total liabilities
4,023,298
1,854,099
Net liabilities
(1,801,158)
(1,787,151)
Summarised statement of profit or loss and other comprehensive income
Revenue
4,339,932
575,440
Expenses
(12,339,442)
(2,356,058)
Loss before income tax
(7,999,510)
(1,780,618)
Other comprehensive income
-
-
Total comprehensive income
(7,999,510)
(1,780,618)
Reconciliation of the consolidated entity's carrying amount
Opening carrying amount
6,837,583
-
Share of loss after income tax
(1,889,784)
-
Closing carrying amount
4,947,799
-
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
39
Note 33. Events after the reporting period
The following events occurred subsequent to year end 30 June 2023:
During Q1 FY24 the Company completed the acquisition of 100% of Your Grocer Pty Ltd acquiring outstanding shares
representing 5% of Your Grocer Pty Ltd equity from the founder for $15,000.
During Q1 FY24 the Company received R&D financing of $550k which was repaid in full, along with accrued interest, upon
receipt of the FY23 R&D refund of $772k during the Q3 FY24.
During Q1 FY24 the Company entered into an agreement to acquire the distribution rights for the UpStreet fund for $30,000
(once off) and ~$15,000/month (ongoing operating cost), which provides the Rewardle Platform with micro-investing capability.
The transaction was completed during Q2 FY24 and the Company is in the process of integrating the micro-investing capability
into the Rewardle Platform.
During Q2 FY24 the Company invested $1.5m to acquire a controlling shareholding (54%) in its meal-kit partner Pepper Leaf,
a Melbourne based meal kit delivery service which complements the Company's acquisition of YourGrocer.
The Company retained the majority of the investment as working capital via commercial loan agreements whereby PepperLeaf
agreed to loan $1.5m to the Company which in turn agreed to loan $220,000 to the two founders of PepperLeaf on the same
commercial terms.
The Company has progressed consolidating the operations of PepperLeaf and YourGrocer to unlock operating efficiencies
and offer consumers a broader, more comprehensive and compelling grocery delivery service.
During Q2 FY24 the Company acquired Sub11 Pty Ltd, a Fintech sector publisher and investor engagement consultancy that
provides services to private and ASX listed companies. Sub11's valuation of ~$75,000, based on its net assets (primarily cash
and equivalents), was paid via issue of 2,600,000 RXH Fully Paid Ordinary Shares.
The Company is integrating Sub11's operations to leverage its acquisition of the distribution rights for the Upstreet fund and
the associated micro-investing capabilities of the Rewardle Platform to develop a modern, mobile and social media centric
solution for listed Companies to engage staff and investors.
During FY24, the Company has converted $8.4 million of fees to equity in CloudHolter Pty Ltd (formerly Cardiac Rhythm
Diagnostics Pty Ltd), increasing its total shareholding from 39.74% at the end of the FY23 to 49.9% at present.
The Company was not in a position to lodge the FY23 accounts by 29th September 2023 which resulted in trading in the
Company's listed securities being suspended and they will remain so until lodgement of the Company's outstanding accounts.
The completion of the Company’s FY23 Annual Report facilitates the opening balances to be used in preparation of the
Company's outstanding 31 December 2023 Interim Report. The Company is working with its auditor to complete the
preparation of the outstanding accounts as soon as practicable.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
40
Note 34. Cash flow information
Reconciliation of profit/(loss) after income tax to net cash from operating activities
Consolidated
30 June 2023 30 June 2022
$
$
Profit/(loss) after income tax expense for the year
3,689,931
(41,531)
Adjustments for:
Depreciation and amortisation (note 15)
19,383
289
Share of loss - associates
1,889,784
-
Impairment of trade receivables
2,416
95,729
Investment in CloudHolter treated as non-cash Revenue
(6,527,583)
-
Impairment charge (note 8)
107,415
-
Fair value loss on financial asset at fair value through profit or loss
37,072
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
73,775
(99,607)
Increase in trade and other payables
861,996
406,666
Increase/(decrease) in other provisions
62,532
(49,393)
Net cash from operating activities
216,721
312,153
Note 35. Earnings per share
Consolidated
30 June 2023 30 June 2022
$
$
Profit/(loss) after income tax
3,689,931
(41,531)
Non-controlling interest
19,415
-
Profit/(loss) after income tax attributable to the owners of Rewardle Holdings Limited
3,709,346
(41,531)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
526,321,488
526,321,488
Weighted average number of ordinary shares used in calculating diluted earnings per share
526,321,488
526,321,488
Cents
Cents
Basic earnings per share
0.70
(0.01)
Diluted earnings per share
0.70
(0.01)
For personal use only
Rewardle Holdings Limited
Notes to the financial statements
30 June 2023
41
Note 36. Share-based payments
(a) Share Options
There are no new options granted during the year.
(b) 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.
There were no shares issued during the year in lieu of salary and fee payable.
For personal use only
Rewardle Holdings Limited
Directors' declaration
30 June 2023
42
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
30 June 2023 and of its performance for the financial year ended on that date; and
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Ruwan Weerasooriya
Executive Chairman
30 August 2024
For personal use only
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF REWARDLE HOLDINGS LIMITED AND
CONTROLLED ENTITIES
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Rewardle Holdings Limited and Controlled Entities (the Group),
which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion:
a) the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
i.
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year then ended; and
ii.
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2, Going Concern in the financial report, which indicates that the Group had
an operating net profit of $3,689,931 during the year ended 30 June 2023 and, as of that date, the
Group’s total current liabilities exceeded its total current assets by $3,662,865. As stated in Note 2
(Going Concern), these events or condition, along with other matters as set forth in Note 2 (Going
Concern), indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability
to continue as a going concern. Our opinion is not modified in respect of this matter.
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Page | 2
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
KEY AUDIT MATTER 1 – Revenue Recognition
Refer to Note 5 Revenue
During the year the Group generated
revenue of $9,415,684 (2022: $1,753,131),
which was a significant increase on the
prior year. Revenue is generated from
variable and fixed priced contracts and is
recorded in accordance with AASB 15
Revenue from Contracts with Customers.
Measuring the amount of revenue to
recognise in the financial statements,
including identifying performance
obligations, evaluating value of
consideration received and timing of
revenue recognition involves significant
judgement from management.
The area is a key audit matter due to the
significance of the balance to the financial
report and the level of judgement required.
Our procedures included, amongst others:
•
Documenting our understanding of the
internal processes and controls
around revenue recognition to ensure
compliance with AASB 15;
•
Gaining an understanding of revenue
trends for significant revenue items
through analytical review;
•
Testing a sample of contracts to
supporting documentation and
assessing whether revenue has been
recorded in line with revenue policy
and AASB 15.
•
Reviewed an independent valuation
on compensation other than cash
received for services provided.
•
Obtained direct confirmations from
certain key customers for revenue
recorded in the year and confirming
the total amounts receivable at year
end;
•
Review the level of payments received
from key customers subsequent to
year end to identify unpaid invoices
that could indicate revenue was
incorrectly recognised at year end;
and
•
Assessed the adequacy of revenue
recognition disclosure in Note 5 to the
financial statements.
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Page | 3
KEY AUDIT MATTER 2 – Accounting for Interests in Associates
Refer to Note 9, 13 and 32
During the year ended 30 June 2023, Rewardle
recorded additions to investments in associates
of $6,527,583, transfers from Investments at
Fair Value to Investments in Associations of
$310,000 and loss on Investments Associates of
$1,889,784. As at 30 June 2023 Rewardle’s
investment was carried at $4,947,799.
Investments in associates are significant to the
financial report due to their materiality and the
complexities involved in accounting for these
investments. Under AASB 128 "Investments in
Associates and Joint Ventures," these
investments are accounted for using the equity
method, which requires significant judgement in
determining the investor's share of the
associate’s profit or loss and in assessing
whether any impairment indicators exist.
Determining whether the entity has significant
influence over an associate is complex and
involves careful consideration of factors beyond
just ownership percentage, such as
representation on the board of directors,
participation in policy-making processes, and the
nature of material transactions between the
investor and the associate. These judgements
impact whether the investment should be
classified as an associate and accounted for
under the equity method.
Given these complexities and the level of
judgement involved, the accounting for
investments in associates was considered a key
audit matter.
Our procedures included, amongst others:
•
We assessed management’s
determination of significant
influence by reviewing relevant
agreements, and other supporting
evidence;
•
We evaluated the accuracy of the
equity method adjustments made
by management, including the fair
value of their investments, their
share of the associate’s loss and
other comprehensive income. We
also assessed any adjustments
made for impairment or other
factors impacting the carrying
amount of the investments.
•
We critically assessed the
methodology and assumptions
used by management to determine
whether there were indicators of
impairment. This included reviewing
an external valuation prepared for
management purposes and
obtaining details of capital raises of
the investee.
•
We reviewed the disclosures in the
financial report related to
investments in associates to ensure
they were complete and in
accordance with the requirements
of AASB 128 and AASB 136
"Impairment of Assets."; and;
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Page | 4
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2023, 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 Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located on the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
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Page | 5
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 10 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Report of Rewardle Holdings Ltd and Controlled Entity, for
the year ended 30 June 2023 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
MOORE AUSTRALIA AUDIT (VIC)
ABN 16 847 721 257
ANDREW JOHNSON
Partner
Audit and Assurance
Melbourne, Victoria
30 August 2024
For personal use only
Rewardle Holdings Limited
Shareholder information
30 June 2023
48
The shareholder information set out below was applicable as at 26 August 2024.
Share Capital
The issued capital of the Company is 526,321,489 ordinary fully paid shares
Holding Ranges
Holders
Total Units
% Issued Share Capital
above 0 up to and including 1,000
55
4,581
0.00%
above 1,000 up to and including 5,000
58
172,473
0.03%
above 5,000 up to and including 10,000
82
758,186
0.14%
above 10,000 up to and including
100,000
269
9,464,363
1.79%
above 100,000
122
518,521,886
98.03%
Totals
586
528,921,489
100.00%
Based on the price per security, number of holders with an unmarketable holding: 276, with total 2,085,042, amounting to
0.39% of Issued Capital
The top 20 Shareholders of Ordinary Shares are:
Positi
on
Holder Name
Holding
%
1
RUWAN WEERASOORIYA
339,725,553.0
0
64.23%
2
NALEY PTY LTD
25,547,677.00
4.83%
3
MARMALADE HOLDINGS PTY LTD
24,734,695.00
4.68%
4
MARMALADE HOLDINGS PTY LTD
21,428,572.00
4.05%
5
MR TRENT ANTONY GOODRICK
16,000,000.00
3.03%
6
MARMALADE HOLDINGS PTY LTD
11,142,858.00
2.11%
7
MR DAVID NIALL
10,932,513.00
2.07%
8
MR JASON POTTER
6,762,054.00
1.28%
9
FRONTIERA PTY LTD
5,072,248.00
0.96%
10
GOLDFIRE ENTERPRISES PTY LTD
3,214,774.00
0.61%
11
MR NORMAN VINCENT MAHER
2,996,302.00
0.57%
12
MRS LISA JANE BECKER
2,500,000.00
0.47%
13
MR STEPHEN VERBEEK
2,190,000.00
0.41%
14
LANDMARK HOLDINGS (WA) PTY LTD
1,697,143.00
0.32%
15
BNP PARIBAS NOMINEES PTY LTD
1,565,785.00
0.30%
16
MR DAVID ALAN MCSEVENY
1,521,977.00
0.29%
17
MISS PENNY BOLGIA
1,470,019.00
0.28%
18
D AND F PYM FAMILY PTY LTD *
1,300,000.00
0.25%
19
PUTNEY BRIDGE HOLDINGS PTY LTD*
1,300,000.00
0.25%
20
MS VANESSA JANE ROBERTSON
1,287,858.00
0.24%
Total
482,390,028
91.20%
Total issued capital - selected security class(es)
528,921,489
100.00%
*Voluntary Escrowed Shares - 12 Months Until 19/12/24
For personal use only
Rewardle Holdings Limited
Shareholder information
30 June 2023
49
Equity security holders
Unquoted equity securities
There are no unquoted equity securities.
Substantial holders
Name
Units
% of
Total
RUWAN WEERASOORIYA
397,031,678
75%
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
Consistency with business objectives
The Company confirms that it has been using the cash and assets for the year ended 30 June 2021 in a way that is
consistent with its business objectives and strategy.
Restricted Securities
Voluntary Escrowed Shares - 12 Months Until 19/12/24
1
D AND F PYM FAMILY PTY LTD
1,300,000.00
2
PUTNEY BRIDGE HOLDINGS PTY LTD
1,300,000.00
On-market buy back
There is currently no on-market buyback program for any of the Company’s listed securities.
For personal use only