UNLOCK A WORLD
OF POTENTIAL
Annual Report
2021
ASX:RLG
roolifegroup.com.au
Annual Report
2020/2021
Contents
Unlock a world of potential
Fully integrated digital marketing and
eCommerce platform to help you promote
your brand and drive sales globally.
Corporate information
Directors’ report
Remuneration report
Auditor’s independence declaration
Consolidated statement of profit or loss and other
comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the financial statements
Director's declaration
Independent auditor’s report
Additional securities exchange information
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ASX:RLG
www.roolifegroup.com.au 1
Annual Report 2021Annual Report 2021 UNLOCK A WORLD
OF POTENTIAL
STRATEGY
Connect Brands
and Producers
Globally with Online
Customers
PRODUCT
Source high quality,
in-demand and
healthy Products
TECHNOLOGY
Technology Stack to
manage Product to
Customer
CUSTOMER
Attract, understand
and sell direct to
Customers
ASX:RLG
www.roolifegroup.com.au
Annual Report 2021Annual Report 2021 Corporate Information
ABN 14 613 410 398
Directors
Grant Pestell
Ye (Shenny) Ruan
Bryan Carr
Warren Barry
Company secretary
Peter Torre
Registered office
Unit B9, 1st Floor, 431 Roberts Road
Subiaco WA 6008
Tel: +61 (8) 6444 1702
Principal place of business
Level 1 1304 Hay Street
West Perth WA 6005
Tel: +61 (8) 6444 1702
Non-Executive Chairman
Non-Executive Director
Managing Director and Chief Executive Officer
Executive Sales Director
Bankers
National Australia Bank
Level 14, 100 St Georges Terrace
Perth WA 6000
Auditors
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth WA 6000
Securities Exchange Listing
RooLife Group Ltd shares and options are listed on the
Australian Securities Exchange (ASX: RLG and RLGO)
Share register
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
Website address
www.roolifegroup.com.au
Perth WA 6000
Tel: +61 (8) 9323 2000
Solicitors
Murcia Pestell Hillard
Suite 183, Level 6, 580 Hay Street
Perth WA 6000
4 ASX:RLG
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Annual Report 2021Annual Report 2021
Welcome
Directors' Report
Your directors present their report on the consolidated
entity (referred to hereafter as “the Group”) consisting of
RooLife Group Ltd (‘’RLG’’ or the ‘’Company’’) and the
entities it controlled at the end of, or during, the year ended
30 June 2021. In order to comply with the provisions of the
Corporations Act 2001, the directors report as follows:
Directors
The names of directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Grant Pestell LL.B.
Non-Executive Chairman
Experience and expertise
Independent non-executive chairman since July 2016. Founding director of Murcia Pestell Hillard
solicitors, who act for the Company. Over 20 years experience in commercial litigation, corporate
and commercial law with extensive experience advising both listed and private companies
particularly in the Information & Technology, Energy Resources and Mining Resources Industries;
and Managing Director of Murcia Pestell Hillard since 2000.
Other current listed directorships
Non-Executive Director of COSOL Limited from August 2019.
Former listed directorships in the last 3 years
None.
Interests in shares and options
7,076,626 ordinary shares in RLG.
5,850,000 options over ordinary shares in RLG.
Ye (Shenny) Ruan BEcon, MBA, FINSIA
Non-Executive Director appointed 27 July 2021
Experience and expertise
Ms Ruan carries 26 years of experience in various financial management roles in global
companies and has worked in various APAC counties including China, Singapore, Indonesia and
Australia. Her previous roles include CFO of Noble Group China (currently COFCO), Managing
Director/Coverage Head of Rabobank China and Finance Head for Cargill’s Starch and Metals
business units. In her most recent role as Group CFO and Director of FKS Food and Agri, and
Indonesian Conglomerate, Ms Ruan covered all aspects of financial and treasury operations
and led key strategic initiatives, including investor sourcing, debt financing, M&A’s and Risk
Management of commodity merchandising business in the Group.
Other current listed directorships
None.
Former listed directorships in the last 3 years
None.
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Annual Report 2021Annual Report 2021 Director's Report (continued)
Directors (continued)
Ye (Shenny) Ruan BEcon, MBA, FINSIA (continued)
Interests in shares and options
Nil ordinary shares in RLG.
Nil options over ordinary shares in RLG.
Tim Allison B. Com, MBA, GAICD
Non-Executive Director resigned 27 July 2021
Experience and expertise
Mr Allison has extensive digital and e-Commerce experience and a successful track record
in commercialisation and scaling across a range of technology businesses, from traditional
retail and distribution to cutting-edge consumer technology in the online and mobile sectors.
He has proven experience in growing export value and delivering strong operational results in
international markets for technology businesses, including structuring, negotiating and managing
joint ventures in China. Mr Allison is currently Executive Director and Chairman of Custom
Innovation Company and Executive Director of Tec. Fit, a B2B cloud based SaaS licensing company focused on providing world-
Director's Report (continued)
Directors (continued)
Bryan Carr BSC. (continued)
Other current listed directorships
None.
Former listed directorships in the last 3 years
None.
Interests in shares, options and performance shares
12,250,000 ordinary shares in RLG.
13,642,857 options over ordinary shares in RLG.
Warren Barry BSC, MBA.
Executive Sales Director
Experience and expertise
Mr Barry has been involved in the digital space for over 22 years and has been actively involved
class technology solutions to the fashion industry and collaborating with for Universities focused on innovation and cutting edge
in taking several companies to ASX listing. He has setup and sold several digital agencies over
3D/2D scanning and 3D printing.
Other current listed directorships
None.
Former listed directorships in the last 3 years
None.
Interests in shares and options
Nil ordinary shares in RLG.
Nil options over ordinary shares in RLG.
Bryan Carr BSC.
Managing Director and Chief Executive Officer
Experience and expertise
Mr Carr is an experienced ASX public company Managing Director and Chief Executive Officer
with extensive operating experience in Australia and China.
He has over 20 years’ experience working in technology companies in the private and public
company environment where he has developed proven business development skills and
comprehensive corporate governance, finance, capital markets and risk management expertise.
In addition to his experience in the Australian corporate environment, Mr Carr has a highly
developed understanding of Asia-based business operations, including 10 years based in
China during which time he developed an in-depth understanding of China and Hong Kong’s
commercial, corporate and regulatory operating requirements.
the years as well as being a former CEO of publicly listed Company Gruden. Mr Barry has a BSC
from UNSW and a MBA from UWA. Mr Barry’s key area of focus is developing online strategies
for companies but also working with them on developing ways to commercialise and monetise
their digital footprint. Over his journey to date, Mr Barry has worked with very high-profile clients
including Telstra, AFL, CUB, Betta, Sydney Airports, Adelaide Airports, Curves Gym, Shop a
Docket, Sealink and The Agency.
Other current listed directorships
None.
Former listed directorships in the last 3 years
Corella Resources Ltd from August 2020 to March 2021.
Interests in shares, options and performance shares
24,107,142 ordinary shares in RLG.
9,000,000 options over ordinary shares in RLG.
Company Secretary
The company secretary is Peter Torre CA, AGIA, MAICD.
Mr Torre was appointed to the position of company secretary in March 2017. Mr Torre is the principal of Torre Corporate, a
specialist corporate advisory firm providing corporate secretarial services to a range of listed companies. He is a director of ASX
listed Mineral Commodities Ltd, Connexion Telematics Ltd, VEEM Ltd and Volt Power Group Limited.
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Annual Report 2021Annual Report 2021 The Company now represents and sells a growing number of quality products and international brands from Australia,
New Zealand, USA, Europe, UK and South America, selling online and directly to consumers with the technology and sales
infrastructure necessary for products and brands to sell at scale.
RLG Global Reach
Countries of Origin
Australia
New Zealand
USA
UK
France
Peru
Chile
China Revenue
Australia to China Revenue < 20%
RLG’s rapid global expansion through FY2021 sees 80%+ of its revenue now derived through global sales outside Australia and
into other markets.
Through FY2021 the Company continued to develop and roll out its technology stack which short circuits layers of infrastructure
required to procure, market and sell remotely, facilitating the sale of products direct to consumers.
The technology stack links consumers with brands and facilitates transaction control by providing a cloud-based operational
dashboard with real-time visibility of inventory, consumer purchases and preferences with sales data and other business
intelligence, managing sales from order to buyer through direct-to-consumer online store integration.
Directors' Report
Principal Activities
RLG provides its technology systems focussed on selling food, beverages and health and
wellbeing products matching consumer demand with businesses and producers seeking to
enter and sell into growth markets with the Group’s focus in Asia and Latin America where RLG
is forming a strong foothold.
The Company is experiencing high demand and achieving strong growth in product sales
driven by COVID-19 travel restrictions, the evolution of shopping online and the demand for
fresh food and health products.
As the world becomes increasingly connected, consumers aren’t constrained by geography as
they seek out brands and products that represent a better quality of life. This trend along with
the impact of COVID is driving demand through developing growth markets with Asia, one of
the fastest growing markets for desirable health and wellbeing brands and products.
RLG is unlocking the potential of this unprecedented growth in demand with the experience
and systems needed to overcome the risks and barriers to entry, delivering access to this highly
lucrative online market sector.
Leveraging our Asian market expertise, we have developed a proven go-to-market system that
enables us to connect niche, lifestyle products and brands with the world’s fastest growing
consumer markets.
RLG’s technology stack connects global producers and brands directly with consumers and
over the last year the Company has focussed on servicing the high demand for these products
in China with the Company aiming to continue expansion of its services globally through
FY2022.
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RLG’s technology stack – connecting producers and customers
Annual Report 2021Annual Report 2021 Director's Report (continued)
Principal Activities (continued)
It incorporates market information, pricing, logistics and warehousing as well as payment and international remittance
RLG’s expertise and credentials in online operations are reflected in the partnerships it has with both Google and Alibaba with
management, giving consumers access to international, quality products and enabling global brands to sell online remotely.
whom RLG is an official international marketing partner through its Alipay.com subsidiary.
RLG’s technology stack coupled with the diverse product portfolio presently services strong Chinese consumer demand,
With RLG’s expertise in Search and Mobile advertising and marketing, growing brand awareness and driving sales in the
unlocking growth opportunities for international products and brands and opens cross-market opportunities with the Company’s
e-Commerce sales, RLG has been appointed as a Google Partner.
international market exposure.
RLG Technology Stack
RLG Technology Stack
B2C
B2B
RLG Systems
B2C
Consumer Facing Technology
B2B
RLG Systems
Mobile CBEC Apps
Trading Marketplace
Consumer Facing Technology
Platform
Operational
Dashboards
Tmall
Pinduoduo
Alipay
WeChat
Mobile CBEC Apps
Tmall
Pinduoduo
Alipay
WeChat
Manage Producers & Products
Manage Orders
Trading Marketplace
Logistics Dashboard
Platform
Manage Producers & Products
Manage Orders
Logistics Dashboard
Best in Class Technology
Business
Intelligence
Operational
Dashboards
Operational
Platforms
Business
Intelligence
Operational
Platforms
Additionally, RLG has been appointed by Hangzhou, P.R.C. based Alipay.com Co Ltd as a Marketing Partner for Alipay’s online
platform and services. Under the Marketing Cooperation Agreement between the Company and Alipay, RLG provides services for
businesses enabling them to list, promote and sell via Alipay’s platform.
The Company is well positioned to take advantage of a pipeline of identified consumer and business demand for imported healthy
food and beverage products in the rapidly growing market for health and well-being products by onboarding new suppliers to its
technology stack and selling these products internationally and into China through Cross Border e-Commerce, General Trade and
B2B distribution channels connecting international producers directly to consumers.
Digital Marketing
Provides holistic digital marketing
solutions to enable businesses to build
a presence and drive conversion
Inventory Sync
Sync inventory, orders and products to
marketplace, webstore and retail for
optimal consumer acquisition and growth
Online Channels
Management
Store management, multichannel
listing, production of content to
drive sales
Branding
Provides all branding needs from
content production to influencer
marketing, PR etc.
Logistic & Order fulfilment
Inventory management, order
fulfilment, logistic arrangement,
last mile delivery
Customer Service
Provide professional resources to
support and answer queries with high
level service standard
CRM
Customer
Relationship
Management
WMS
International
Payment &
Accounting
Best in Class Technology
Solutions
Cross Border
eCommerce
Platforms
Warehouse
Management
Solution
Inventory &
Order
Management
CRM
WMS
Customer
Relationship
Management
Warehouse
Management
Solution
Integrated
RLG Platform
International
Proprietary Technology
Payment &
Accounting
Solutions
Cross Border
eCommerce
Platforms
Inventory &
Order
Management
RLG
Data Lake
Proprietary Technology
Integrated
RLG Platform
12 ASX:RLG
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Data Lake
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Annual Report 2021Annual Report 2021 Directors' Report
Review of Operations
Director's Report (continued)
Review of Operations (continued)
RLG Revenue & Income Growth FY19 – FY21
$10,000,000
$8,000,000
$6,000,000
$4,000,000
$2,000,000
$-
FY21
+183%
FY20
FY19
FY20
FY 21
RLG’s objectives for FY2021 were to drive scalable growth through global expansion and
delivery of its technology stack to manage and expand product sales. During the year the
Group invested in the development of its technology stack and also strongly in business
development to drive these outcomes.
These online stores will service the rapidly growing demand for fresh food products delivered direct to consumers as shopping
behaviour changes in response to COVID-19 restrictions and reduced fresh markets visits.
The Company has invested in the business in FY2021 to drive scale in product sales, to develop and deliver its technology stack
and enters the next phase of growth in which the company is focussing on increasing gross margin of product sales via its
platform to achieve scalable growth and to drive the business towards profitability in FY2022.
The Company is pleased to have successfully delivered on this plan with the following
The achievement of these and other key milestones during the year positions RLG well to continue its growth and expansion.
achievements in the last year:
»
A 183% increase in revenue and income to $9,611,225;
(RLG also has $511k in deferred revenue to be carried into FY2022 for which payment
is still to be received);
» Establishment of a global footprint with wide ranging supply contracts for the sale and
distribution of food and health and wellbeing products;
» Developed and delivered its technology stack and direct-to-consumer stores to
manage the sale and distribution of goods;
»
Identification and delivery of a product mix aligned with consumer demand.
The investment in technology, business development, marketing and product selection through
FY2021 has driven the growth in product sales and revenue achieved through the year and
this is expected to continue into FY2022 with the company planning to launch more direct-to-
consumer online stores.
RLG’s portfolio of food and beverage products on the company’s technology stack will be
marketed and sold to an expanded customer base commencing in the first Quarter of FY2022.
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Annual Report 2021Annual Report 2021 Directors' Report
Operating results for the year
Revenue & Income
$9,611,225
+ 183%
Cash Receipts
$9,383,763
+ 183%
Cash Holdings $3.8m (30 June 21)
Placement Raising $1.7m (6 July 21)
The Group has earned revenue and other income of $9,611,225 (30 June 2020: $3,397,120) with
cash receipts of $9,383,763 (30 June 2020: $3,307,658), with the consolidated loss attributable
to members of the Group $4,991,382 (30 June 2020: $3,442,596), which includes significant
one-off items adversely affecting the reported result in this financial year, however removing
these expenses from future reporting periods.
FY2021 saw the Group deliver four consecutive Quarters of strong sales growth as it targeted
to scale its business with a growing portfolio of products and a maturing technology stack and
is confident of further growth in FY2022.
FY19/FY20/FY21 Quarterly Revenue & Income
Director's Report (continued)
Operating results for the year (continued)
The Group’s loss for the year included one-off impairments costs and amortisation expenses totalling $1,532,743 with the Group
taking a conservative approach and settling to reduce the carrying value of its Technology Asset.
With the continued evolution of the business, there has been ongoing development of its next generation of technology for wider
application to service the Group’s online platforms, with the Company applying new approaches and techniques to its technology
development. As a result, the Group has shifted the focus of its Artificial Intelligence System technology development away from
servicing travel and tourism to other online applications and with the uncertainty surrounding the timing of when both local and
international travel can resume, the Group has determined to reduce the expected recoverable amount of this Technology Asset.
Through FY2021, the Group has taken the approach of fully expensing all development costs associated with building out its
technology stack and this is recognised in the operating result for the financial year.
During the year, the Group successfully completed placements to raise a total of $5,786,238, net of cash costs. At balance date,
the Group held $3,815,089 (30 June 2020: $1,342,942) in cash to be applied to expand the RLG business, which was augmented
with a private placement on 6 July 2021 to a new strategic investor, Mega Holdings Pty Ltd, raising $1,702,000.
Mega Holdings Pty Ltd is a Company controlled and owned by Mr Daniel Love, a successful Australian businessman with diverse
business interests in agriculture, transport logistics, supply chain management, properties and listed securities. Mr Love has
significant prior experience in business dealings in China and made his investment decision following extensive discussions with
the Company and on the back of RLG’s achievements in cross border e-Commerce for core products in food, health and well-
being products.
Despite the business challenges globally in FY2021, the circumstances have presented an environment which plays to RLG’s
strength – as an online digital marketing and e-Commerce business driving online engagement and sales for our clients, our
capability and reach in China the largest e-Commerce market in the world, is in high demand.
Through Financial Year 2021, RLG focussed on driving product sales and product and client acquisition globally with investment
in its technology and new market entry. The Company closes the year with a clear business objective to achieve strong ongoing
product sales growth driven by a growing global customer and customer base to drive the Company towards profitability.
In FY2022, the Group intends to continue to scale up product sales by expanding online channel and supplier integrations into its
technology stack and expects to grow revenue in excess of 50% for the upcoming year and increase sales efficiency, thus driving
$4,500,000
$4,000,000
$3,500,000
$3,000,000
$2,500,000
$2,000,000
$1,500,000
$1,000,000
$500,000
$-
FY19
FY21
the Company towards profitability.
FY21
Significant changes in the state of affairs
Other than disclosed elsewhere in this report, there have been no significant changes in the state of affairs of the Group to the date
FY21
FY21
FY20
Q1
FY20
Q2
FY19
FY19
FY20
Q3
FY19
FY20
Q4
FY19
FY20
FY21 (Preliminary)
of this report.
Dividends
No dividends have been paid or declared since the start of the financial year and the directors do not recommend the payment of
a dividend in respect of the financial year.
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Annual Report 2021Annual Report 2021 Director's Report (continued)
Director's Report (continued)
Significant events after balance date
On 6 July 2021, the Group completed a placement to a strategic investor to raise $1,702,000 before costs, via an issue of
74,000,000 ordinary shares at $0.023 each.
Interests in the ordinary shares, options and performance shares of the
Company and related bodies corporate
At the date of this report, ordinary shares, options and performance shares granted to Directors of the Company and the entities it
Other than noted above, there has been no additional matter or circumstance that has arisen after balance date that has
controlled are:
significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs
of the Group in future financial periods.
Likely developments and expected results
Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected
results of those operations is likely to result in unreasonable prejudice to the Group. Therefore, this information has not been
presented in this report.
Directors’ Meetings
The number of board meetings of the Company’s board of directors held during the year ended 30 June 2021, and the number
of meetings attended by each director are set out below. As set out in the Company’s Corporate Governance Statement, the
Company does not currently have any fully constituted committees, however, matters typically dealt with by an Audit and Risk
Committee, and a Remuneration and Nomination Committee are dealt with in full board meetings as and when required.
Directors
Grant Pestell
Tim Allison
Bryan Carr
Warren Barry
Shenny Ruan
Fully paid
ordinary shares
Number
7,076,626
-
12,250,000
24,107,142
-
Share
options
Number
5,850,000
-
13,642,857
9,000,000
-
43,433,768
28,492,857
Board Meetings
At the date of this report unissued ordinary shares of the Company under option are:
Unissued shares under option
Number of meetings held
Number of meetings attended
Grant Pestell
Timothy Allison
Warren Barry
Bryan Carr
9
9
9
9
9
Other matters of Board business have been resolved by circular resolution of directors, which are a record of decisions made at a
number of informal meetings of the directors held to control, implement and monitor the Company’s activities throughout the year.
Date options granted
9 September 2016
18 January 2017
28 September 2018
23 November 2018
1 February 2019
13 May 2019
28 June 2019
06 March 2020
06 March 2020
08 October 2020
14 October 2020
24 October 2020
Number of shares
under option
Exercise price
of option
Expiry date
of option
3,000,000
600,000
7,214,307
53,500,000
10,000
16,666,667
11,333,333
20,000,000
31,455,821
54,127,489
128,931,546
33,312,993
360,152,156
$0.40
$0.40
$0.05
$0.05
$0.05
$0.05
$0.05
30 June 2023
18 January 2022
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
$0.055
5 February 2024
$0.05
$0.05
$0.05
$0.05
31 October 2021
31 October 2021
31 October 2021
31 October 2021
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Annual Report 2021Annual Report 2021 Director's Report (continued)
Director's Report (continued)
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which
the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
Signed in accordance with a resolution of the directors.
Bryan Carr
Managing Director and Chief Executive Officer
Perth, 31 August 2021
Shares issued during or since the end of the year as a result of exercise
of options
25,000 ordinary shares were issued during the year as a result of the exercise of an option.
No ordinary shares have been issued by the Company since the end of the financial year as a result of the exercise of an option.
Remuneration report
The Remuneration Report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the Key
Management Personnel of the Group for the financial year ended 30 June 2021 and is included on page 22.
Environmental legislation
The Group is not subject to any significant environmental legislation.
Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the directors of the Company for any liabilities to another person (other than the
Company or related body corporate) that may arise from their position as directors of the Company and its controlled entities,
except where the liability arises out of conduct involving a lack of good faith.
During the financial year the Company paid a premium in respect of a contract insuring the directors and officers of the Company
and its controlled entities against any liability incurred in the course of their duties 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.
Non-Audit Services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in
Note 24 to the financial statements. The directors are satisfied that the provision of non-audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have
been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the services undermine
the general principles relating to auditor independence as set out in Code of Conduct APES 110: Code of Ethics for Professional
Accountants issued by the Accounting Professional & Ethical Standards Board.
Auditor Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with
an Independence Declaration in relation to the audit of the financial report. This Independence Declaration is set out on page 34
and forms part of this directors’ report for the year ended 30 June 2021.
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Annual Report 2021Annual Report 2021 Remuneration Report
Remuneration Report (continued)
Key Management Personnel
The directors and other key management personnel of the Group during or since the end of the financial year were:
Directors
Grant Pestell
Non-Executive Chairman
Ye (Shenny) Ruan Non-Executive Director (appointed 27 July 2021)
Tim Allison
Non-Executive Director (resigned 27 July 2021)
Bryan Carr
Managing Director and Chief Executive Officer
Warren Barry
Executive Sales Director
Executives
Jyotika Gondariya Chief Financial Officer (appointed 7 May 2021)
Russell Francis
Chief Technical Officer
Jacqueline Gray Chief Financial Officer (resigned 7 May 2021)
This report, which forms part of the directors’ report, outlines the remuneration arrangements
in place for the key management personnel (“KMP”) of RooLife Group Ltd for the financial year
Remuneration philosophy
ended 30 June 2021. The information provided in this remuneration report has been audited as
The performance of the Company depends upon the quality of the directors and executives. The philosophy of the Company in
required by Section 308(3C) of the Corporations Act 2001.
determining remuneration levels is to:
Except as noted, the named persons held their current positions for the whole of the financial year and since the financial year.
The remuneration report details the remuneration arrangements for KMP who are defined as
those persons having authority and responsibility for planning, directing and controlling the
major activities of the Group, directly or indirectly, including any Director (whether executive or
otherwise) of the Group.
» set competitive remuneration packages to attract and retain high calibre employees;
»
link executive rewards to shareholder value creation; and
» establish appropriate, demanding performance hurdles for variable executive remuneration.
Other than the performance bonus scheme applicable to certain employees, remuneration is not linked to Group performance.
Remuneration Committee
The Company does not have a separate remuneration committee until such time as the board is of a sufficient size and structure,
and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.
The full board carries out the duties that would ordinarily be assigned to that committee, ensuring that the level and composition of
remuneration provided to attract and retain high quality directors and employees is commercially appropriate and targeted to align
with the interests of the Company whilst not resulting in a conflict with the objectivity of its independent directors.
The board of directors of the Company is responsible for determining and reviewing compensation arrangements for the directors,
the CEO and the executive team.
The board assesses the appropriateness of the nature and amount of remuneration of directors and executives on a periodic basis
by reference to relevant employment market conditions with an overall objective of ensuring maximum stakeholder benefit from
the retention of a high-quality Board and executive team.
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Annual Report 2021Annual Report 2021
Remuneration Report (continued)
Remuneration Report (continued)
Remuneration structure
Fixed Remuneration
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is
Fixed remuneration is reviewed annually by the board. The process consists of a review of relevant comparative remuneration in
separate and distinct.
the market and internally and, where appropriate, external advice on policies and practices. The board has access to external,
Use of remuneration consultants
independent advice where necessary.
Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and
Independent external advice is sought from remuneration consultants as required.
fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be
Non-executive director remuneration
optimal for the recipient without creating undue cost for the Group. The fixed remuneration component is detailed in the Key
Management Personnel remuneration table for the year ended 30 June 2021.
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors
of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Variable Remuneration
The Constitution of the Company provides that the directors may determine the remuneration of directors prior to the first annual
general meeting of the Company. The fees determined by the directors are set out below. The ASX Listing Rules specify that the
aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The Company will
seek the approval of shareholders in the event the directors’ fees are increased beyond the levels stated.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned
amongst directors will be reviewed annually. The Board may consider advice from external shareholders as well as the fees paid
to non-executive directors of comparable companies when undertaking the annual review process.
Each Director receives a fee for being a director of the Company. An additional fee will also be paid for each board committee on
which a director sits when such board committees are established. The payment of additional fees for serving on a committee
recognises the additional time commitment required by directors who serve on one or more sub committees.
The Company has entered into non-executive director contracts for services with each of Messrs Pestell and Allison and Ms Ruan.
Each such contract is on broadly similar terms, which include the following:
» Term: Continuation of appointment is subject to and contingent upon the fulfilment of the obligations of a non-
executive director under the ASX Listing Rules, the Constitution of the Company and the Corporations Act, and the
The objective of the short-term incentive program is to link the achievement of the Group's operational targets with the
remuneration received by the executives charged with meeting those targets. The total potential short-term incentive available is
set at a level so as to provide sufficient incentive to the senior manager to achieve the operational targets and such that the cost to
the Group is reasonable in the circumstances.
The aggregate of annual payments available for executives across the Group is subject to the approval of the board. The
Company also makes long term incentive payments to reward senior executives in a manner that aligns this element of
remuneration with the creation of shareholder wealth.
Executive Director Consultancy Agreements
(a) Managing Director and Chief Executive Officer
The terms and conditions of the employment contract entered into between the Company and Mr Carr are as follows:
Commencement date:
20 December 2018;
Term:
The consultancy agreement continues until either party terminates by giving the other not less than
six months' prior notice in writing;
successful re-election by the Company shareholders.
Fixed fee:
$273,750 per annum, reviewable annually;
» Fixed fee:
» Mr Pestell: A$71,175 per annum; and
» Mr Allison: A$45,000 per annum plus superannuation
» Ms Ruan: A$45,000 per annum plus superannuation
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, the CEO will be
eligible every 12 months for a lump sum bonus payment of up to 50% of base fee, payable as either
cash or fully paid shares in the capital of the Company;
Intellectual property:
Mr Carr acknowledges that the Company is the exclusive owner of all rights, title and
interest in all intellectual property created by the CEO within the course of his consultancy services;
The non-executive directors may be entitled to such additional fees or other amounts as the board determines (in its absolute
and
discretion) where performing special duties or otherwise performing services outside the scope of the ordinary duties of a director.
Non-solicitation:
Mr Carr will not, for a period of 24 months after termination of consultancy agreement, solicit any
The non-executive directors may also be reimbursed for out of pocket expenses incurred as a result of their respective
customer or employee of the Group (other than in connection with businesses which are not
directorships or any special duties upon production of the relevant receipts.
competitive with those operated by the Group).
The non-executive directors are expected to attend regular board meetings involving a minimum commitment of 10 hours
(b) Executive Sales Director
per month, as well as attending the annual general meeting of the Company and informal meetings and consider general
correspondence from time to time
Executive director and senior manager remuneration
Remuneration consists of fixed remuneration and variable remuneration (comprising short-term and long-term incentive schemes).
The Executive Sales Director was previously employed via a consulting agreement. On the 1st of October 2020, the company
entered into an employment agreement. The terms and conditions of the new employment contract remained essentially the same
as under the consulting agreement with the exception that the fixed fee now includes superannuation.
24 ASX:RLG
www.roolifegroup.com.au 25
Annual Report 2021Annual Report 2021
Remuneration Report (continued)
Remuneration Report (continued)
Variable Remuneration (continued)
(b) Executive Sales Director (continued)
Other Key Management Personnel Employment Contracts (continued)
(b) Chief Technical Officer’s contract (continued)
The terms and conditions of the employment contract entered into between the Company and Mr Barry are as follows:
Remuneration:
$200,000 per annum plus superannuation, reviewable by the Company from time to time;
Commencement date:
1 October 2020;
Equity incentivisation:
Mr Francis will receive Performance Shares as incentivisation. The conversion of the Performance
Term:
The employment contract continues until either party terminates by giving the other not less than six
months' prior notice in writing;
Fixed fee:
$273,750 per annum (including superannuation), reviewable annually;
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, the Executive Sales
Director will be eligible every 12 months for a lump sum bonus payment of up to 50% of base fee,
payable as either cash or fully paid shares in the capital of the Company;
Intellectual property:
Mr Barry acknowledges that the Company is the exclusive owner of all rights, title and interest in all
intellectual property created by the Executive Sales Director within the course of his employment
services; and
Non-solicitation:
Mr Barry will not, for a period of 24 months after termination of employment, solicit any customer or
employee of the Group (other than in connection with businesses which are not competitive with
those operated by the Group).
Other Key Management Personnel Employment Contracts
(a) Chief Financial Officer’s contract
The terms and conditions of the employment contract entered into between the Company and Mrs Gondariya are as follows:
Commencement date:
7 May 2021;
Term:
The employment contract continues until either party terminates by giving the other not less than
three months' prior notice in writing;
Remuneration:
$114,000 per annum plus superannuation for three days per week, reviewable by the Company from
time to time;
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, the Chief Financial
Shares is conditional upon the achievement of certain milestones, (each Performance Share
converts to one fully paid ordinary share upon conversion);
Intellectual property:
Mr Francis acknowledges that all intellectual property rights (including moral rights to any associated
copyright) and inventions created by him in the course of his employment with the Company; and
Restraint of outside interests: Mr Francis may not, except as a representative of the Company or with the prior written approval
of the Board, carry on, advise, provide services to or be engaged, concerned or interested in or
associated with any business or activity which is competitive with any business carried on by the
Company during his employment and for a period of 24 months after termination of employment.
Remuneration of Key Management Personnel
30 June 2021
Short-term employee benefits
Post-
employment
benefits
Share-based
payments
Relative proportions of
remuneration of KMP that are
linked to performance
Salary & fees
$
Other
$
Superannuation
$
Shares / Share
options 2
$
Fixed
remuneration
%
Total
$
Remuneration
linked to
performance
%
Directors
Grant Pestell
Tim Allison
71,175
45,000
-
-
-
4,275
-
-
Bryan Carr ¹
273,750
151,875
-
10,195
71,175
49,275
435,820
Warren Barry 2
253,937
139,432
30,256
6,797
430,422
100%
100%
63%
66%
100%
92%
90%
0%
0%
37%
34%
0%
8%
10%
2,458
-
28,231
19,000
17,500
237,205
243,289
Officer will be eligible every 12 months for a lump sum bonus payment of $6,000 payable in cash.
Executives
Intellectual property:
Mrs Gondariya acknowledges that the Company is the exclusive owner of all rights, title and interest
in all intellectual property created by Mrs Gondariya in the course of her employment; and
Jyotika Gondariya
25,773
Russell Francis 3 5
200,000
-
705
Non-solicitation:
Mrs Gondariya will not, for a period of 24 months after termination of employment, solicit any
Jacqueline Gray 4 5
199,410
10,000
18,652
15,227
customer or employee of the Company (other than in connection with businesses which are not
competitive with those operated by the Company).
(b) Chief Technical Officer’s contract
The terms and conditions of the employment contract entered into between the Company and Mr Francis are as follows:
Commencement date:
13 January 2020;
Term:
The employment contract continues until either party terminates by giving the other not less than
three months' prior notice in writing;
1,069,045
302,012
74,641
49,719
1,495,417
1. Other benefits for Mr Carr comprise of a cash bonus of $151,875. $15,000 of the bonus has been paid in the current financial year, with the balance of
$136,875 remaining unpaid and included in amounts payable as at 30 June 2021.
Share-based payments for Mr Carr comprise of the vested component of Executive options granted in the previous financial year. These options were
valued using the Monte Carlo model taking into account the inputs as disclosed in Note 18.
26 ASX:RLG
www.roolifegroup.com.au 27
Annual Report 2021Annual Report 2021
Remuneration Report (continued)
Remuneration Report (continued)
Remuneration of Key Management Personnel (continued)
Remuneration of Key Management Personnel (continued)
2. Other benefits for Mr Barry comprise of a cash bonus of $139,432. $15,000 of the bonus has been paid in the current financial year, with the balance
of $124,432 remaining unpaid and included in amounts payable as at 30 June 2021.
Superannuation benefits for Mr Barry comprise of the statutory superannuation on salary of $17,813 and
superannuation payable of $12,443 on the unpaid bonus. Superannuation payable is included in amounts payable as at 30 June 2021.
Share-based payments for Mr Barry comprise of the vested component of Executive options granted in the previous financial year.
3. Other benefits for Mr Francis comprise of a motor vehicle mileage allowance of $705.
4. Other benefits for Mrs Gray comprise a cash bonus of $10,000. The bonus has been paid in the current financial year.
5. Share-based payments for Mr Francis and Mrs Gray comprise of the vested component of ordinary shares to be granted in satisfaction of past
services. The shares have not been formally granted at 30 June 2021 and await formal acceptance of offers. As the employees have provided the
services to the Company, AASB 2 “Share-based payments” requires the Company to estimate the expected fair value of the shares that will be
recorded on the formal grant date. The shares have been valued at closing market price as at 30 June 2021. Upon formal grant date, the Company
will perform a reassessment of the fair value of the shares with any subsequent difference being recorded through the statement of profit or loss and
other comprehensive income.
30 June 2020
Short-term employee benefits
Post-
employment
benefits
Share-based
payments
Relative proportions of
remuneration of KMP that are
linked to performance
Salary & fees
$
Other
$
Superannuation
$
Shares / Share
options 2
$
Fixed
remuneration
%
Total
$
Remuneration
linked to
performance
%
Directors
Grant Pestell
Jay Shah
Evan Cross
Bryan Carr¹
71,175
18,750
26,250
-
-
-
273,750
124,764
Warren Barry¹
273,750
124,764
Executives
Jacqueline Gray
182,397
Russell Francis
94,203
George Irwin
103,334
-
-
-
-
1,781
2,494
-
-
17,328
8,949
-
-
-
-
71,175
20,531
28,744
3,250
401,764
2,167
400,681
-
-
-
199,725
103,152
103,334
100%
100%
100%
68%
68%
100%
100%
100%
0%
0%
0%
32%
32%
0%
0%
0%
1,043,609
249,528
30,552
5,417
1,329,106
1. Other benefits for Mr Carr and Mr Barry comprise of cash bonuses for achieving 91% of the performance milestones in the amount of $124,764 each.
The bonuses have not been paid in the current financial year and are included in amounts payable at 30 June 2020.
In response to the COVID-19 situation, the Company directors and staff agreed to reductions in payment of their fees. The following amounts included
in KMP remuneration have not been paid in the current financial year and are included in amounts payable at 30 June 2020.
» Mr Pestell remuneration includes $3,559
» Mr Allison remuneration includes $2,250
» Mr Carr remuneration includes $22,584
» Mr Barry remuneration includes $28,698
28 ASX:RLG
» Mrs Gray remuneration includes $9,375
» Mr Francis remuneration includes $10,000
2. Mr Carr and Mr Barry have been granted executive options during the year. These options have been valued using the Monte Carlo model taking into
account the inputs as disclosed in Note 18.
Employee share option plan
Options granted as compensation
No options were granted as compensation during the current year.
30 June 2020
As approved at the Company’s 2019 Annual General Meeting, the following listed options were issued to Executives:
Name
No of options granted
Grant date
Vesting date
Exercise price
Fair value per option
at grant
Bryan Carr
12,000,000
6 March 2020
5 February 2023
$0.055
$0.0013 - $0.0034
Warren Barry
8,000,000
6 March 2020
5 February 2023
$0.055
$0.0013 - $0.0034
There have been no alterations of the terms and conditions of the above share-based payment arrangements since the grant date.
Key management personnel equity holdings
Fully paid ordinary shares
30 June 2021
Directors
Grant Pestell 1
Tim Allison
Bryan Carr 2
Warren Barry 2
Executives
Jyotika Gondariya
Russell Francis 2
Jacqueline Gray 3
Balance at beginning
of year
Number
Granted as
compensation
Number
Vendor
Shares
Number
Acquired on
market
Number
Balance at
end of year
Number
Balance held
nominally
Number
5,726,626
-
3,452,381
7,619,047
-
-
-
16,798,054
-
-
-
-
-
-
-
-
-
-
-
1,350,000
7,076,626
-
-
6,904,762
1,892,857
12,250,000
15,238,095
1,250,000
24,107,142
-
-
-
-
-
-
-
-
-
-
22,142,857
4,492,857
43,433,768
-
-
-
-
-
-
-
-
www.roolifegroup.com.au 29
Annual Report 2021Annual Report 2021 Remuneration Report (continued)
Remuneration Report (continued)
Key management personnel equity holdings (continued)
Key management personnel equity holdings (continued)
Fully paid ordinary shares (continued)
1. Mr Pestell’s shareholding includes shares held directly and indirectly. G Pestell owns 25% of Digrevni Investments Pty Ltd (“Digrevni”), which is the
holder of 2,500,000 ordinary shares in RLG. G Pestell also has a 25% interest in Artemis Corporate Limited which holds 2,264,107 ordinary shares in
the Company and a 24% interest in Storm Enterprises Pty Ltd which holds 712,514 ordinary shares and 3,500,000 options over ordinary shares in the
Company.
2. Shares issued to the vendors of Choose Digital Pty Ltd and Roolife Pty Ltd (previously Roolife Ltd) on achievement of the following performance
milestones:
»
»
Tranche 1 – 15,238,095 performance shares converted to ordinary shares upon the businesses achieving aggregate revenue of $1.8 million in a
rolling 12-month period (as confirmed by audited financial statements).
Tranche 2 – 15,238,096 performance shares converted to ordinary shares upon the businesses achieving aggregate revenue of $1.8 million in a
rolling 12-month period (as confirmed by audited financial statements).
3. Mr Francis is to be issued 700,000 ordinary shares in satisfaction of past services. The shares have not been granted at 30 June 2021 and await
formal acceptance of offers.
4. Mrs Gray is to be issued 609,091 ordinary shares in satisfaction of past services. The shares have not been granted at 30 June 2021 and await formal
acceptance of offers.
30 June 2020
Directors
Grant Pestell 1
Tim Allison
Evan Cross 2
Bryan Carr
Warren Barry
Executives
Jacqueline Gray
Russell Francis
George Irwin 3
Balance at beginning
of year
Number
Granted as
compensation
Number
Vendor
Shares
Number
Acquired on
market
Number
Balance at
end of year
Number
Balance held
nominally
Number
5,726,626
-
971,969
3,452,381
7,619,047
-
-
5,008,076
22,778,099
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,008,076)
5,726,626
-
971,969
3,452,381
7,619,047
-
-
-
(5,008,076)
17,770,023
-
-
-
-
-
-
-
-
-
1. Mr Pestell’s shareholding includes shares held directly and indirectly. Mr Pestell owns 25% of Digrevni Investments Pty Ltd (“Digrevni”), which is the
holder of 2,500,000 ordinary shares in RLG. Mr Pestell also has a 25% interest in Artemis Corporate Limited which holds 2,264,107 ordinary shares in
the Company and a 24% interest in Storm Enterprises Pty Ltd which holds 712,514 ordinary shares and 3,500,000 options over ordinary shares in the
Company.
2. Mr Cross resigned as a Director on 31 January 2020. The shareholding disclosed is as at the date of his resignation as a Director.
3. Mr Irwin ceased employment with the Company on 15 November 2019. The shareholding disclosed is as at the date of ceasing employment.
Share options
30 June 2021
Directors
Balance at
beginning of
year
Number
Received
as free-
attaching
Number
Lapsed
Number
Balance at
end of year
Number
Balance vested
at end of year
Number
Vested but not
exercisable
Number
Vested and
exercisable
Number
Options
vested
during the
year
Number
Grant Pestell
6,500,000
850,000 (1,500,000)
5,850,000
5,850,000
Tim Allison
-
-
-
-
-
Bryan Carr
12,000,000
1,642,857
- 13,642,857
1,642,857
Warren Barry
8,000,000
1,000,000
Executives
Jyotika
Gondariya
Russell Francis
Jacqueline
Gray
-
-
-
-
-
-
-
-
-
-
-
-
9,000,000
1,000,000
-
-
-
-
-
-
26,500,000
3,492,857 (1,500,000)
28,492,857
8,492,857
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,850,000
-
1,642,857
1,000,000
-
-
-
8,492,857
30 June 2020
Balance at
beginning of
year
Number
Received
as free-
attaching
Number
Lapsed
Number
Balance at
end of year
Number
Balance vested
at end of year
Number
Vested but not
exercisable
Number
Vested and
exercisable
Number
Options
vested
during the
year
Number
Directors
Grant Pestell
8,500,000
Tim Allison
-
Evan Cross 1
3,000,000
-
-
-
(2,000,000)
6,500,000
6,500,000
-
-
-
(1,200,000)
1,800,000
1,800,000
Bryan Carr
- 12,000,000
- 12,000,000
Warren Barry
Executives
Jacqueline Gray
Russell Francis
-
-
-
George Irwin 2
2,000,000
8,000,000
-
-
-
-
-
-
-
-
8,000,000
-
-
(800,000)
1,200,000
1,200,000
-
-
-
-
13,500,000
20,000,000
(4,000,000)
29,500,000
9,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30 ASX:RLG
www.roolifegroup.com.au 31
Annual Report 2021Annual Report 2021 Remuneration Report (continued)
Remuneration Report (continued)
Key management personnel equity holdings (continued)
Key management personnel equity holdings (continued)
Share options (continued)
Performance shares (continued)
1. Mr Cross resigned as a Director on 31 January 2020. The option holding disclosed is as at the date of his resignation as a Director.
2. Mr Irwin ceased employment with the Company on 15 November 2019. The option holding disclosed is as at the date of ceasing employment.
Where applicable, all share options issued to key management personnel were made in accordance with the provisions of the
employee share option plan.
No options were exercised by key management personnel during the current or previous financial year.
Performance shares
30 June 2021
Balance at beginning
of year
Number
Vendor
Shares
Converted during
the year
Number 1
Net change other
number
Balance at end of
year
Number
Directors
Grant Pestell
Tim Allison
Bryan Carr
-
-
6,904,762
Warren Barry
15,238,095
Executives
Jyotika Gondariya
Russell Francis
Jacqueline Gray
-
-
-
22,142,857
-
-
-
-
-
-
-
-
-
-
(6,904,762)
(15,238,095)
-
-
-
(22,142,857)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1. Represents Tranches 1 and 2 performance shares received as part consideration for the sale of shares in RLG Limited and CHOOSE Digital Pty Ltd.
The Trance 1 performance shares formed part of contingent consideration on acquisition. The Company valued the consideration at $0.035 per
share being the Company’s share price on the date of acquisition, The Company recorded a value of $533,334 for Tranche 1 shares in the accounting
records.
The Tranche 2 shares did not form part of contingent consideration on acquisition, as at the date of the acquisition, the directors could not resolve
with any certainty whether it would be considered probable that the performance milestone will be achieved. The contingent consideration payable
in shares was classified as equity and would not be subsequently remeasured if the performance milestones were satisfied. Shares issued on
satisfaction of the performance milestones would be accounted for within equity.
During the year, the performance milestones in relation to the performance shares were satisfied. The performance shares have therefore converted
to ordinary shares. The issue of ordinary shares has been accounted for within equity. Refer to note 17 for further details.
The conditions for those performance shares were achieved during the year and therefore the ordinary shares have been issued.
30 June 2020
Balance at beginning
of year
Number
Vendor
Shares
Converted during
the year
Number
Net change other
number
Balance at end of
year
Number
Directors
Grant Pestell
Tim Allison
Evan Cross1
Bryan Carr
-
-
-
6,904,762
Warren Barry
15,238,095
Executives
Jacqueline Gray
Russell Francis
-
-
George Irwin 1
3,500,000
25,642,857
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,904,762
15,238,095
-
-
3,500,000
25,642,857
1. Mr Irwin ceased employment with the Company on 15 November 2019. The performance share holding disclosed is as at the date of ceasing
employment. As employment with the Company has ceased, these performance shares lapsed.
Loans to key management personnel
No loans have been provided to any member of the Group’s key management personnel in the year.
Key management personnel transactions
In addition to the above remuneration, related party transactions with key management personnel are described below.
The following amounts were paid to Murcia Pestell Hillard Pty Ltd, a
company related to Mr Pestell:
- provision of general legal services
2021
$
2020
$
46,972
46,972
92,038
92,038
END OF REMUNERATION REPORT
32 ASX:RLG
www.roolifegroup.com.au 33
Annual Report 2021Annual Report 2021 AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of RooLife Group Ltd for the year
ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
31 August 2021
L Di Giallonardo
Partner
Consolidated statement of profit or loss and other comprehensive income
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee
For the year ended 30 June 2021
FFoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
FFoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
CCoonnttiinnuuiinngg ooppeerraattiioonnss
CCoonnttiinnuuiinngg ooppeerraattiioonnss
Revenue
Revenue
Other income
Other income
Direct product,logistics and marketing costs
Direct product,logistics and marketing costs
Staff and contactor costs of providing goods and services
Staff and contactor costs of providing goods and services
Other costs of providing goods and services
Other costs of providing goods and services
Depreciation expense
Depreciation expense
Amortisation expense
Amortisation expense
Impairment of assets
Impairment of assets
Share based payment expense
Share based payment expense
Business development costs
Business development costs
Consulting and investor relation fees
Consulting and investor relation fees
Employee costs
Employee costs
Other expenses
Other expenses
LLoossss bbeeffoorree iinnccoommee ttaaxx
LLoossss bbeeffoorree iinnccoommee ttaaxx
Income tax benefit
Income tax benefit
NNeett lloossss ffoorr tthhee yyeeaarr
NNeett lloossss ffoorr tthhee yyeeaarr
OOtthheerr ccoommpprreehheennssiivvee lloossss,, nneett ooff iinnccoommee ttaaxx
OOtthheerr ccoommpprreehheennssiivvee lloossss,, nneett ooff iinnccoommee ttaaxx
Items that may be reclassified to profit or loss
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Exchange differences on translation of foreign operations
OOtthheerr ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr,, nneett ooff iinnccoommee ttaaxx
OOtthheerr ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr,, nneett ooff iinnccoommee ttaaxx
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
Basic loss per share (cents per share)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Diluted loss per share (cents per share)
Notes
Notes
2, 4
2, 4
2
2
11
11
12
12
12
12
18
18
2
2
3
3
5
5
5
5
22002211
22002211
$$
$$
99,,113322,,224422
99,,113322,,224422
447788,,998833
447788,,998833
99,,661111,,222255
99,,661111,,222255
((77,,112233,,444444))
((77,,112233,,444444))
((11,,558811,,558833))
((11,,558811,,558833))
((331166,,996633))
((331166,,996633))
((1133,,110077))
((1133,,110077))
((551100,,991122))
((551100,,991122))
((11,,002211,,883311))
((11,,002211,,883311))
((332244,,116600))
((332244,,116600))
((666622,,883366))
((666622,,883366))
((558833,,339911))
((558833,,339911))
((11,,884455,,004411))
((11,,884455,,004411))
((661199,,333399))
((661199,,333399))
((44,,999911,,338822))
((44,,999911,,338822))
--
--
((44,,999911,,338822))
((44,,999911,,338822))
2020
2020
$
$
2,967,448
2,967,448
429,672
429,672
3,397,120
3,397,120
(1,334,439)
(1,334,439)
(1,032,466)
(1,032,466)
(304,917)
(304,917)
(7,395)
(7,395)
(514,029)
(514,029)
(3,472)
(3,472)
(43,042)
(43,042)
(167,318)
(167,318)
(419,096)
(419,096)
(2,078,075)
(2,078,075)
(936,567)
(936,567)
(3,443,696)
(3,443,696)
1,100
1,100
(3,442,596)
(3,442,596)
((11,,993377))
((11,,993377))
((11,,993377))
((11,,993377))
(8,485)
(8,485)
(8,485)
(8,485)
((44,,999933,,331199))
((44,,999933,,331199))
(3,451,081)
(3,451,081)
((00..9977))
((00..9977))
((00..9977))
((00..9977))
(1.13)
(1.13)
(1.13)
(1.13)
34 ASX:RLG
www.roolifegroup.com.au 35
The accompanying notes form part of these financial statements
The accompanying notes form part of these financial statements
Annual Report 2021Annual Report 2021
Consolidated statement of financial position
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee
As at 30 June 2021
FFoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff ffiinnaanncciiaall ppoossiittiioonn aass aatt 3300 JJuunnee 22002211
AAsssseettss
CCoonnttiinnuuiinngg ooppeerraattiioonnss
CCuurrrreenntt aasssseettss
Revenue
Cash and cash equivalents
Other income
Trade and other receivables
Other current assets
Direct product,logistics and marketing costs
Inventories
Staff and contactor costs of providing goods and services
TToottaall ccuurrrreenntt aasssseettss
Other costs of providing goods and services
Depreciation expense
NNoonn--ccuurrrreenntt aasssseettss
Amortisation expense
Property, plant and equipment
Impairment of assets
Deferred tax assets
Share based payment expense
Other intangible assets
Business development costs
Goodwill
Consulting and investor relation fees
TToottaall nnoonn--ccuurrrreenntt aasssseettss
Employee costs
TToottaall aasssseettss
Other expenses
LLoossss bbeeffoorree iinnccoommee ttaaxx
LLiiaabbiilliittiieess
CCuurrrreenntt lliiaabbiilliittiieess
Income tax benefit
Trade and other payables
Deferred revenue
NNeett lloossss ffoorr tthhee yyeeaarr
TToottaall ccuurrrreenntt lliiaabbiilliittiieess
NNoonn--ccuurrrreenntt lliiaabbiilliittiieess
Deferred tax liabilities
OOtthheerr ccoommpprreehheennssiivvee lloossss,, nneett ooff iinnccoommee ttaaxx
Provisions
Items that may be reclassified to profit or loss
TToottaall nnoonn--ccuurrrreenntt lliiaabbiilliittiieess
Exchange differences on translation of foreign operations
TToottaall lliiaabbiilliittiieess
OOtthheerr ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr,, nneett ooff iinnccoommee ttaaxx
Notes
Notes
2, 4
2
7
8
9
10
11
3
12
13
11
12
12
18
2
3
14
3
15
22002211
22002211
$$
$$
99,,113322,,224422
33,,881155,,008899
447788,,998833
11,,009977,,330011
99,,661111,,222255
333399,,662244
445577,,001144
((77,,112233,,444444))
((11,,558811,,558833))
55,,770099,,002288
((331166,,996633))
((1133,,110077))
((551100,,991122))
1155,,447711
((11,,002211,,883311))
3377,,666611
((332244,,116600))
5500,,000000
((666622,,883366))
22,,338899,,008855
((558833,,339911))
22,,449922,,221177
((11,,884455,,004411))
88,,220011,,224455
((661199,,333399))
2020
2020
$
$
2,967,448
1,342,942
429,672
410,627
3,397,120
261,521
(1,334,439)
100,271
(1,032,466)
2,115,361
(304,917)
(7,395)
(514,029)
7,118
(3,472)
320,580
(43,042)
1,582,743
(167,318)
2,389,085
(419,096)
4,299,526
(2,078,075)
6,414,887
(936,567)
((44,,999911,,338822))
(3,443,696)
--
11,,994488,,220055
551111,,334488
((44,,999911,,338822))
22,,445599,,555533
1,100
1,405,069
95,796
(3,442,596)
1,500,865
3377,,666611
66,,222277
4433,,888888
((11,,993377))
22,,550033,,444411
((11,,993377))
320,580
15,737
336,317
(8,485)
1,837,182
(8,485)
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff cchhaannggeess iinn eeqquuiittyy ffoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
Consolidated statement of changes in equity
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee
For the year ended 30 June 2021
FFoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
YYeeaarr eennddeedd 3300 JJuunnee 22002211
CCoonnttiinnuuiinngg ooppeerraattiioonnss
Revenue
Other income
Notes
Issued capital
$
Notes
Share-based
payment
reserve
2, 4
$
2
Foreign
currency
translation
reserve
$
Balance as at 1 July 2020
21,298,469
1,867,682
(155,275)
22002211
$$
2020
$
Accumulated
losses
$
99,,113322,,224422
447788,,998833
99,,661111,,222255
(18,433,171)
Direct product,logistics and marketing costs
Loss for the year
Staff and contactor costs of providing goods and services
Other comprehensive loss,
Other costs of providing goods and services
net of income tax
Depreciation expense
Amortisation expense
TToottaall ccoommpprreehheennssiivvee
lloossss ffoorr tthhee yyeeaarr
Impairment of assets
Share based payment expense
Shares issued during the year
Business development costs
Share issue costs
Consulting and investor relation fees
Conversion of performance shares
Employee costs
Share-based payments
Other expenses
16
16
17
17
-
-
--
6,260,169
(517,509)
533,334
-
-
-
-
11
12
--
12
18
-
-
(533,334)
370,758
2
(1,937)
((11,,993377))
-
-
-
-
-
(4,991,382)
((77,,112233,,444444))
((11,,558811,,558833))
((331166,,996633))
((1133,,110077))
((551100,,991122))
((11,,002211,,883311))
((332244,,116600))
((666622,,883366))
((558833,,339911))
((11,,884455,,004411))
((661199,,333399))
((44,,999911,,338822))
-
-
-
-
TToottaall eeqquuiittyy
2,967,448
$$
429,672
3,397,120
44,,557777,,770055
(1,334,439)
((44,,999911,,338822))
(1,032,466)
(304,917)
((11,,993377))
(7,395)
(514,029)
((44,,999933,,331199))
(3,472)
(43,042)
66,,226600,,116699
(167,318)
((551177,,550099))
(419,096)
--
(2,078,075)
337700,,775588
(936,567)
BBaallaannccee aass aatt 3300 JJuunnee 22002211
LLoossss bbeeffoorree iinnccoommee ttaaxx
2277,,557744,,446633
11,,770055,,110066
((115577,,221122))
((2233,,442244,,555533))
((44,,999911,,338822))
55,,669977,,880044
(3,443,696)
Income tax benefit
YYeeaarr eennddeedd 3300 JJuunnee 22002200
NNeett lloossss ffoorr tthhee yyeeaarr
OOtthheerr ccoommpprreehheennssiivvee lloossss,, nneett ooff iinnccoommee ttaaxx
Items that may be reclassified to profit or loss
Notes
Exchange differences on translation of foreign operations
OOtthheerr ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr,, nneett ooff iinnccoommee ttaaxx
Balance as at 1 July 2019
Issued capital
$
18,560,841
3
--
1,100
((44,,999911,,338822))
(3,442,596)
Share-based
payment
reserve
$
Foreign
currency
translation
reserve
$
1,827,498
(146,790)
Accumulated
losses
$
((11,,993377))
((11,,993377))
(14,990,575)
TToottaall eeqquuiittyy
$$
(8,485)
(8,485)
55,,225500,,997744
-
-
5
--
-
5
-
40,184
((44,,999933,,331199))
(3,442,596)
-
(3,451,081)
((33,,444422,,559966))
(8,485)
((88,,448855))
-
-
-
-
((88,,448855))
((00..9977))
((33,,444422,,559966))
-
-
-
((00..9977))
(1.13)
((33,,445511,,008811))
22,,992211,,997744
(1.13)
((118844,,334466))
4400,,118844
NNeett aasssseettss
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
((44,,999933,,331199))
55,,669977,,880044
4,577,705
(3,451,081)
EEqquuiittyy
Issued capital
Basic loss per share (cents per share)
Reserves
Accumulated losses
Diluted loss per share (cents per share)
TToottaall eeqquuiittyy
16
17
5
5
2277,,557744,,446633
((00..9977))
11,,554477,,889944
((2233,,442244,,555533))
((00..9977))
55,,669977,,880044
21,298,469
(1.13)
1,712,407
(18,433,171)
(1.13)
4,577,705
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
Loss for the year
Other comprehensive loss,
net of income tax
TToottaall ccoommpprreehheennssiivvee
Basic loss per share (cents per share)
lloossss ffoorr tthhee yyeeaarr
Shares issued during the year
Diluted loss per share (cents per share)
Share issue costs
Share-based payments
16
16
17
-
-
--
2,921,974
(184,346)
-
BBaallaannccee aass aatt 3300 JJuunnee 22002200
2211,,229988,,446699
11,,886677,,668822
((115555,,227755))
((1188,,443333,,117711))
44,,557777,,770055
The accompanying notes form part of these financial statements
The accompanying notes form part of these financial statements
The accompanying notes form part of these financial statements
36 ASX:RLG
The accompanying notes form part of these financial statements
www.roolifegroup.com.au 37
Annual Report 2021Annual Report 2021
Consolidated statement of cash flows for the year ended 30 June 2021
Consolidated statement of cash flows
CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee
For the year ended 30 June 2021
FFoorr tthhee yyeeaarr eennddeedd 3300 JJuunnee 22002211
CCoonnttiinnuuiinngg ooppeerraattiioonnss
CCaasshh fflloowwss ffrroomm ooppeerraattiinngg aaccttiivviittiieess
Revenue
Receipts from customers
Other income
Payments to suppliers and employees
Interest received
Interest paid
Direct product,logistics and marketing costs
Government grants and tax incentives
Staff and contactor costs of providing goods and services
NNeett ccaasshh oouuttffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess
Other costs of providing goods and services
Depreciation expense
CCaasshh fflloowwss ffrroomm iinnvveessttiinngg aaccttiivviittiieess
Amortisation expense
Payments for property, plant and equipment
Impairment of assets
Proceeds from/ (payment for) security deposits (net)
Share based payment expense
Payments to acquire subsidiaries, net of cash acquired
Business development costs
NNeett ccaasshh iinnffllooww//((oouuttffllooww)) ffrroomm iinnvveessttiinngg aaccttiivviittiieess
Consulting and investor relation fees
Employee costs
Other expenses
CCaasshh fflloowwss ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
Proceeds from issue of shares
LLoossss bbeeffoorree iinnccoommee ttaaxx
Payments for share issue costs
NNeett ccaasshh iinnffllooww ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
Income tax benefit
Net increase/(decrease) in cash and cash equivalents
NNeett lloossss ffoorr tthhee yyeeaarr
Cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash held
CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss aatt tthhee eenndd ooff tthhee yyeeaarr
OOtthheerr ccoommpprreehheennssiivvee lloossss,, nneett ooff iinnccoommee ttaaxx
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
OOtthheerr ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr,, nneett ooff iinnccoommee ttaaxx
Notes
Notes
2, 4
2
11
12
12
18
2
3
7
26
7
22002211
22002211
$$
$$
99,,113322,,224422
88,,991100,,882244
447788,,998833
((1122,,776622,,772244))
99,,661111,,222255
77,,991177
((11,,553322))
((77,,112233,,444444))
446655,,002222
((11,,558811,,558833))
((33,,338800,,449933))
((331166,,996633))
((1133,,110077))
((551100,,991122))
((11,,002211,,883311))
((332244,,116600))
((666622,,883366))
((558833,,339911))
((11,,884455,,004411))
((661199,,333399))
((2255,,667799))
4411,,772211
--
1166,,004422
66,,226600,,116688
((44,,999911,,338822))
((447733,,993300))
55,,778866,,223388
--
((44,,999911,,338822))
22,,442211,,778877
11,,334422,,994422
5500,,336600
33,,881155,,008899
2020
2020
$
$
2,967,448
2,871,038
429,672
(5,940,299)
3,397,120
6,179
(760)
(1,334,439)
436,620
(1,032,466)
(2,627,222)
(304,917)
(7,395)
(514,029)
(7,990)
(3,472)
(16,679)
(43,042)
(365,948)
(167,318)
(390,617)
(419,096)
(2,078,075)
(936,567)
2,431,498
(3,443,696)
(156,403)
2,275,095
1,100
(742,744)
(3,442,596)
2,093,478
(7,792)
1,342,942
((11,,993377))
((11,,993377))
(8,485)
(8,485)
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
((44,,999933,,331199))
(3,451,081)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
5
5
((00..9977))
((00..9977))
(1.13)
(1.13)
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess
BBaassiiss ooff pprreeppaarraattiioonn
((aa))
These financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the
Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements of the law.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The consolidated financial
statements are for the Group consisting of RooLife Group Ltd and its subsidiaries. For the purposes of preparing the consolidated financial statements,
the Company is a for-profit entity.
The financial statements have been prepared on a historical cost basis. Historical cost is based on the fair values of the consideration given in
exchange for goods and services.
The financial statements are presented in Australian dollars.
The Company is a listed public Company, incorporated in Australia and operating in Australia, China and Hong Kong. The entity’s principal activities
are the provision of fully integrated digital marketing and customer acquisition services driving online sales of products and services for clients in
Australia and China.
AAddooppttiioonn ooff nneeww aanndd rreevviisseedd ssttaannddaarrddss
((bb))
Standards and Interpretations applicable to 30 June 2021
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.
The following Accounting Standards and Interpretations are most relevant to the Group:
Conceptual Framework for Financial Reporting (Conceptual Framework)
The Group has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition
criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the Group's
financial statements.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended 30 June 2021. As a result of this
review the Directors have determined that that there is no material impact of the Standards and Interpretations in issue not yet adopted on the Group
and, therefore, no change is necessary to Group accounting policies.
SSttaatteemmeenntt ooff ccoommpplliiaannccee
((cc))
The financial report was authorised for issue on 31 August 2021.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards
(AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International
Financial Reporting Standards (IFRS).
SSiiggnniiffiiccaanntt aaccccoouunnttiinngg eessttiimmaatteess aanndd jjuuddggeemmeennttss
((dd))
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised
if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The accompanying notes form part of these financial statements
The accompanying notes form part of these financial statements
38 ASX:RLG
www.roolifegroup.com.au 39
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
SSiiggnniiffiiccaanntt aaccccoouunnttiinngg eessttiimmaatteess aanndd jjuuddggeemmeennttss ((ccoonnttiinnuueedd))
((dd))
Impairment of goodwill:
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash
generating units to which the goodwill is allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill
are discussed in Note 13.
Impairment of other intangibles:
The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, the Group makes
an estimate of the asset’s recoverable amount, being the higher of its fair value less costs to sell and its value in use. The value in use requires an
estimation of the recoverable amount of the cash generating units to which the intangibles are allocated.
During the year, the recoverable amount of the Group’s Technology Asset was estimated to be nil. As a result, an impairment loss to write down the
carrying amount has been recorded for the year. Refer to Note 12 for further details.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees and third parties by reference to the fair value of the equity instruments
at the date at which they are granted. For share-based payments that do not contain market conditions, the fair value is determined using a Black
and Scholes model, using the assumptions detailed in Note 18. For share-based payments that contain market conditions, the fair value is determine
using a Monte Carlo model, using the assumptions detailed in Note 18.
GGooiinngg ccoonncceerrnn
((ee))
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of
assets and settlements of liabilities in the ordinary course of business.
BBaassiiss ooff ccoonnssoolliiddaattiioonn
((ff))
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company.
Control is achieved when the Company:
• has power over the investee;
•
• has the ability to its power to affect its returns.
is exposed, or has rights, to variable returns from its involvement in with the investee; and
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements listed above.
When the Company has less than a majority of the voting rights if an investee, it has the power over the investee when the voting rights are sufficient
to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances
in assessing whether or not the Company’s voting rights are sufficient to give it power, including,
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
•
• potential voting rights held by the Company, other vote holders or other parties; rights arising from other contractual arrangements; and
•
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities
at the time that decisions need to be made, including voting patterns at previous shareholder meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the
subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of
comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Changes in the Group’s ownership interest in existing subsidiaries
Changes in the Group’s ownership interest in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as
equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in subsidiaries.
Any difference between the amount paid by which the non-controlling interests are adjusted and the fair value of the consideration paid or received
is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between:
• The aggregate of the fair value of the consideration received and the fair value of any retained interest; and
• The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
((ff))
BBaassiiss ooff ccoonnssoolliiddaattiioonn ((ccoonnttiinnuueedd))
All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed
of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted
by the applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate
or a joint venture.
SSeeggmmeenntt rreeppoorrttiinngg
((gg))
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board
of directors of RooLife Group Ltd.
FFoorreeiiggnn ccuurrrreennccyy ttrraannssllaattiioonn
((hh))
Both the functional and presentation currency of RooLife Group Ltd is Australian dollars. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences on foreign currency borrowings
that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which
time they are recognised in profit or loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the
initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The functional currencies of the foreign operations are:
• OpenDNA (UK) Limited: Wholly owned UK subsidiary. Currency: GBP
• OpenDNA (Singapore) Pte Ltd: Wholly owned Singaporean subsidiary. Currency: SGD
• RooLife (HK) Limited: Wholly owned Hong Kong subsidiary. Currency: HKD
• Roolife China: Wholly owned Chinese subsidiary. Currency: CNY
As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of RooLife Group Ltd at the rate of
exchange ruling at the balance date and income and expense items are translated at the average exchange rate for the period, unless exchange rates
fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used.
The exchange differences arising on the translation are taken directly to a separate component of equity, being recognised in the foreign currency
translation reserve.
On disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a
subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation
of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable
to the owners of the Company are reclassified to profit or loss.
In addition, in relation to the partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the
subsidiary, the proportionate share of accumulated exchange rate differences are re-attributed to non-controlling interests and are not recognised in
profit or loss. For all other partial disposals (i.e. partial disposals of associates or jointly arrangements that do not result in the Group losing significant
influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of the reporting period. Exchange differences
are recognised in other comprehensive income.
40 ASX:RLG
www.roolifegroup.com.au 41
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
RReevveennuuee rreeccooggnniittiioonn
((ii))
Revenue arises mainly from the provision of services in the areas of digital marketing, website services, application development and subscription,
and marketing consulting. The Group generates revenue largely from it’s China operations.
To determine whether to recognise revenue, the Group follows a 5-step process:
Identifying the contract with a customer
Identifying the performance obligations
1
2
3 Determining the transaction price
4 Allocating the transaction price to the performance obligations
5 Recognising revenue when/as performance obligation(s) are satisfied.
The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is
transferred to the customer.
In determining the amount of revenue and profits to record, and related items in the statement of financial position (such as contract fulfilment assets,
capitalisation of costs to obtain a contract, trade receivables, accrued income and deferred income) to recognise in the period, management is
required to form a number of key judgements and assumptions. This includes an assessment of the costs the Group incurs to deliver the contractual
commitments and whether such costs should be expensed as incurred or capitalised.
Revenue is recognised either when the performance obligation in the contract has been performed, so 'point in time' recognition or 'over time' as
control of the performance obligation is transferred to the customer.
For contracts with multiple components to be delivered such as Web Development management applies judgement to consider whether those
promised goods and services are (i) distinct - to be accounted for as separate performance obligations; (ii) not distinct - to be combined with other
promised goods or services until a bundle is identified that is distinct or (iii) part of a series of distinct goods and services that are substantially the
same and have the same pattern of transfer to the customer.
Transaction price
At contract inception the total transaction price is estimated, being the amount to which the Group expects to be entitled and has rights to under the
present contract.
The transaction price does not include estimates of consideration resulting from change orders for additional goods and services unless these are
agreed.
Once the total transaction price is determined, the Group allocates this to the identified performance obligations in proportion to their relative stand-
alone selling prices and recognises revenue when (or as) those performance obligations are satisfied.
For each performance obligation, the Group determines if revenue will be recognised over time or at a point in time. Where the Group recognises
revenue over time for long term contracts, this is in general due to the Group performing and the customer simultaneously receiving and consuming
the benefits provided over the life of the contract.
For each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully depicts the Group’s
performance in transferring control of the goods or services to the customer. This decision requires assessment of the real nature of the goods or
services that the Group has promised to transfer to the customer. The Group applies the relevant output or input method consistently to similar
performance obligations in other contracts.
When using the output method, the Group recognises revenue on the basis of direct measurements of the value to the customer of the goods and
services transferred to date relative to the remaining goods and services under the contract. Where the output method is used, in particular for long
term service contracts where the series guidance is applied, the Group often uses a method of time elapsed which requires minimal estimation.
Certain long term contracts use output methods based upon estimation of number of users, level of service activity or fees collected.
If performance obligations in a contract do not meet the over time criteria, the Group recognises revenue at a point in time. This may be at the point
of physical delivery of goods and acceptance by a customer or when the customer obtains control of an asset or service in a contract with customer-
specified acceptance criteria.
Disaggregation of revenue
The Group disaggregates revenue from contracts with customers by contract type, which includes (i) Digital Marketing, (ii) Marketing Consulting (iii)
Application Development and Subscription and (iv) Website Services as management believe this best depicts how the nature, amount, timing and
uncertainty of the Group’s revenue and cash flows.
42 ASX:RLG
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
((ii))
RReevveennuuee rreeccooggnniittiioonn ((ccoonnttiinnuueedd))
Performance obligations
The nature of contracts or performance obligations categorised within these revenue types include the following:
a) Digital marketing services
This category includes:
SEO services and media management with performance conditions linked to the completion of the contracts;
•
• Marketing consulting which is invoiced as the service is being performed with the performance obligations satisfied during the delivery
•
of the service;
Application development and subscription services which include content fees, page view fees and user subscription fees linked to the
activity of subscribers; and
• Website services which include bespoke website builds, hosting fees and creative and design services. Performance obligations are
linked to milestone events and for hosting, on an ongoing delivery basis.
Revenue in relation to digital marketing services is recognised over time.
b)
Product and Platform sales
This category includes the sale of products and sale of products via platforms. Performance obligations are satisfied on delivery of the goods
to the customer. Revenue is recognised at a point in time.
Contract assets and contract liabilities
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as
other liabilities in the statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the
Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage
of time is required before the consideration is due.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue
can be reliably measured. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets’ net
carrying amount on initial recognition.
GGoovveerrnnmmeenntt ggrraannttss
((jj))
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.
Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they
are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are
credited to profit or loss on a straight-line basis over the expected lives of the related assets.
LLeeaasseess
((kk))
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial
amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives
received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for
dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever
is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its
estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less
and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
IInnccoommee ttaaxx
((ll))
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate
for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the
countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
www.roolifegroup.com.au 43
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
IInnccoommee ttaaxx ((ccoonnttiinnuueedd))
((ll))
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination
and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing
of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the
extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case
a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and
taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that
future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability
is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax
liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
((mm)) OOtthheerr ttaaxxeess
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised
as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of
financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing
activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination
and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing
of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
IImmppaaiirrmmeenntt ooff ttaannggiibbllee aanndd iinnttaannggiibbllee aasssseettss ootthheerr tthhaann ggooooddwwiillll
((nn))
The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the
higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair
value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset
or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised
in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the
impairment loss is treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer
exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only
if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised
in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal
the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss
((oo))
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the
statement of financial position.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding
bank overdrafts.
TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess
((pp))
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate
method, less any allowance for impairment. Trade receivables are generally due for settlement within periods ranging from 30 – 90 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying
amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according
to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the
debtor, review of financial information and significant delinquency in making contractual payments to the Group. The impairment allowance is set
equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original
effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance.
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which
an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account.
Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.
((qq))
FFiinnaanncciiaall iinnssttrruummeennttss
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance
with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
44 ASX:RLG
www.roolifegroup.com.au 45
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
FFiinnaanncciiaall iinnssttrruummeennttss ((ccoonnttiinnuueedd))
((qq))
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into
the following categories:
amortised cost
•
fair value through profit or loss (FVTPL)
•
equity instruments at fair value through other comprehensive income (FVOCI)
•
• debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented within other expenses.
The classification is determined by both:
•
•
the entity’s business model for managing the financial asset
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
they are held within a business model whose objective is to hold the financial assets to collect its contractual cash flows
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
•
•
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall
into this category of financial instruments as well as listed bonds that were previously classified as held- to-maturity under IAS 39.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value
through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and
interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments, for which the hedge accounting requirements apply.
The category also contains an equity investment. The Group accounts for the investment at FVTPL and did not make the irrevocable election to account
for the investment in unlisted and listed equity securities at fair value through other comprehensive income (FVOCI). The fair value was determined in
line with the requirements of AASB 9, which does not allow for measurement at cost.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss.
The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no
active market exists.
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable election at inception to be measured at FVOCI.
Under Equity FVOCI, subsequent movements in fair value are recognised in other comprehensive income and are never reclassified to profit or loss.
Dividend from these investments continue to be recorded as other income within the profit or loss unless the dividend clearly represents return of
capital.
This category includes unlisted equity securities that were previously classified as ‘available-for-sale’ under AASB 139. Any gains or losses recognised
in other comprehensive income (OCI) are not recycled upon derecognition of the asset.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business model of collecting the
contractual cash flows and selling the assets are accounted for at debt FVOCI.
FFiinnaanncciiaall iinnssttrruummeennttss ((ccoonnttiinnuueedd))
((qq))
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
•
•
they are held under a business model whose objective it is to “hold to collect” the associated cash flows and sell financial assts; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the asset.
Impairment of financial assets
AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’.
Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade
receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer)
that are not measured at fair value through profit or loss.
The Group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
•
•
•
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Level 1’) and
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Level 2’).
‘Level 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial
instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance
as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during
the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to
calculate the expected credit losses using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped
based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial
liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs
or finance income.
PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt
((rr))
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing
parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost
is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Office equipment
Computer equipment
4 years
3 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.
46 ASX:RLG
www.roolifegroup.com.au 47
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
(rr)) PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt ((ccoonnttiinnuueedd))
Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events
or changes in circumstances indicate that the carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the
asset belongs, unless the asset's value in use can be estimated to approximate fair value.
An impairment exists when the carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-
generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive income in the cost of sales line item. However,
because land and buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation decrement.
Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or
disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the
asset) is included in profit or loss in the year the asset is derecognised.
GGooooddwwiillll
((ss))
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be
impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether
other assets or liabilities of the Group are assigned to those units or groups of units.
Each unit or group of units to which the goodwill is so allocated:
•
•
represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and
is not larger than a segment based on either the Group’s primary or the Group’s secondary reporting format determined in accordance with
AASB 8 Operating Segments.
Impairment is determined by assessing the recoverable amount of the cash-generating unit or groups of cash-generating units, to which the goodwill
relates. When the recoverable amount of the cash-generating unit or groups of cash-generating units is less than the carrying amount, an impairment
loss is recognised. When goodwill forms part of a cash-generating unit or groups of cash-generating units and an operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on
disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion
of the cash-generating unit retained.
Impairment losses recognised for goodwill are not subsequently reversed.
IInnttaannggiibbllee aasssseettss
((tt))
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line
basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each annual reporting period, with
any changes in these accounting estimates being accounted for on a prospective basis.
(tt)) IInnttaannggiibbllee aasssseettss ((ccoonnttiinnuueedd))
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following
have been demonstrated:
• The technical feasibility of completing the intangible asset so that it will be available for use or sale;
• The intention to complete the intangible asset and use or sell it;
• The ability to use or sell the intangible asset;
• How the intangible asset will generate probable future economic benefits;
• The availability of adequate technical, financial and other resources to complete development and to use or sell the intangible asset; and
• The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible
asset first meets the recognition criteria listed above.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets acquired separately.
Amortisation is calculated on a straight-line basis over the estimated useful life of 4 years. The assets’ residual value, useful lives and amortisation
are reviewed and adjusted if appropriate, at each financial year end.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an
intangible asset and their fair values can be measured reliably.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis as intangible assets acquired separately.
TTrraaddee aanndd ootthheerr ppaayyaabblleess
((uu))
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the
end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these
goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months.
BBoorrrroowwiinnggss
((vv))
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is
no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and
amortised over the period of the facility to which it relates.
The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non-convertible note. This
amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the note. The remainder of the proceeds
is allocated to the conversion option. This is recognised and included in shareholders’ equity, net of income tax effects.
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
EEmmppllooyyeeee lleeaavvee bbeenneeffiittss
((ww))
Wages, salaries, annual leave and sick leave
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave expected to be settled within 12
months of the balance date are recognised in other payables in respect of employees’ services up to the balance date. They are measured at the
amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
are measured at the rates paid or payable.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-generated intangible asset
can be recognised, development expenditure is recognised as an expense in the period as incurred.
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave not expected to be settled within
12 months of the balance date are recognised in non-current other payables in respect of employees’ services up to the balance date. They are
measured as the present value of the estimated future outflows to be made by the Group.
48 ASX:RLG
www.roolifegroup.com.au 49
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 11:: SSttaatteemmeenntt ooff ssiiggnniiffiiccaanntt aaccccoouunnttiinngg ppoolliicciieess ((ccoonnttiinnuueedd))
(ww)) EEmmppllooyyeeee lleeaavvee bbeenneeffiittss ((ccoonnttiinnuueedd))
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the balance date. Consideration is given to expected future wage and salary levels,
experience of employee departures, and period of service. Expected future payments are discounted using market yields at the balance date on
national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
SShhaarree--bbaasseedd ppaayymmeennttss
((xx))
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render
services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using either a Black-Scholes model or a Monte Carlo model, further details of which are given in
Note 18.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of
RooLife Group Ltd (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i) the extent to which the vesting
period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an
expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to
the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award
is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that
it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share, refer Note 5.
EEaarrnniinnggss//lloossss ppeerr sshhaarree
((yy))
Basic earnings/loss per share is calculated as net profit/loss attributable to members of the parent, adjusted to exclude any costs of servicing equity
(other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings/loss per share is calculated as net profit/loss attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
PPaarreenntt eennttiittyy ffiinnaanncciiaall iinnffoorrmmaattiioonn
((zz))
The financial information for the parent entity, RooLife Group Ltd, disclosed in Note 23 has been prepared on the same basis as the consolidated
financial statements, except as set out below.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the parent entity’s financial statements. Dividends received from associates are recognised
in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments.
Share-based payments
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital
contribution to that subsidiary undertaking. The fair value of employee services received, measured by reference to the grant date fair value, is
recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 22:: RReevveennuuee aanndd eexxppeennsseess
RReevveennuuee
The Group derives its revenue from the sale of goods and the provision of services at a point in time and over time.
Revenue from contracts with customers
Reconciliation of revenue from contracts with customers
At a point in time
Product and Platform sales
Over time
Digital marketing services
Total Revenue
OOtthheerr iinnccoommee
Interest income
Grants and subsidies
OOtthheerr eexxppeennsseess
Accountancy fees
Auditors’ remuneration
Bad and doubtful debts
Foreign exchange (gains) and losses
Interest expense
Legal fees
Rent and associated costs
Subscriptions and fees
Travel and accommodation
Other expenses
22002211
$$
99,,113322,,224422
2020
$
2,967,448
55,,993311,,220088
55,,993311,,220088
458,264
458,264
33,,220011,,003344
33,,220011,,003344
99,,113322,,224422
2,509,184
2,509,184
2,967,448
22002211
$$
88,,114422
447700,,884411
447788,,998833
22002211
$$
3300,,333344
5588,,665533
99,,118800
((1111,,990088))
11,,553322
4444,,661122
113311,,660033
6611,,889966
4422,,889900
225500,,554477
661199,,333399
2020
$
6,472
423,200
429,672
2020
$
46,705
56,806
40,364
12,681
1,262
119,053
165,220
40,261
152,344
301,871
936,567
50 ASX:RLG
www.roolifegroup.com.au 51
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 33:: IInnccoommee ttaaxx
Income tax recognised in profit or loss
The major components of tax benefit are:
Current tax benefit
Deferred tax benefit relating to the origination and reversal of temporary
differences
Total tax benefit
22002211
$$
--
--
--
2020
$
-
(1,100)
(1,100)
The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the income tax benefit in the financial statements as follows:
Accounting loss before tax from continuing operations
((44,,999911,,338822))
(3,443,696)
Income tax benefit calculated at 26% (2020: 27.5%)
Tax effect of amounts which are not deductible/(taxable) in calculating taxable
income:
•
•
Effect of expenses that are not deductible in determining taxable profit
Effect of unused tax losses and timing differences not recognised as
deferred tax assets
Income tax benefit reported in the consolidated statement of comprehensive
income
((11,,229977,,775599))
(947,016)
110022,,332222
120,227
11,,119955,,443377
825,689
--
(1,100)
The tax rate used in the above reconciliation is the corporate tax rate of 26% payable by Australian corporate entities on taxable profits under Australian
tax law.
Deferred tax assets comprise:
Tax losses - revenue
Deferred tax liabilities comprise:
Fair value adjustments on acquisition
Property, Plant and Equipment
Timing differences
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
Tax losses – revenue
Timing differences
Blackhole expenditure
3377,,666611
320,580
--
--
3377,,666611
3377,,666611
287,382
-
33,198
320,580
33,,661144,,222244
119988,,009999
221166,,555577
44,,002288,,888800
2,640,826
131,356
360,476
3,132,658
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not
probable that future taxable profit will be available against which the Group can utilise the benefits thereof.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 44:: SSeeggmmeenntt rreeppoorrttiinngg
Description of segments
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the
Board of directors in order to allocate resources to the segment and to assess its performance. Management has determined the operating segments
based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The Group primarily reports on a geographical
segment basis as its risks and rates of return are affected predominantly by differences in the various locations in which it operates and this is the
format of the information provided for management purposes.
Segment information
The following tables present revenue and profit/loss information and certain asset and liability information regarding geographical segments for the year
ended 30 June 2021. Revenue is attributed to geographical location based on the location of the target market.
3300 JJuunnee 22002211
RReevveennuuee
Sales to external customers
Total
Australia
$
United
Kingdom
$
Singapore
$
China
$
Consolidation
adjustments
$
TToottaall
$$
2,050,684
2,050,684
-
-
-
-
7,221,562
7,221,562
(140,004)
(140,004)
99,,113322,,224422
99,,113322,,224422
SSeeggmmeenntt rreessuulltt
(2,663,500)
82,213
(230,575)
(804,580)
(1,374,940)
((44,,999911,,338822))
Interest income
Grants and subsidies
Depreciation
Amortisation
Impairment expense
Income tax benefit
8,014
283,100
(5,241)
-
-
-
-
-
-
-
-
-
-
3,040
-
-
-
-
128
184,701
(7,866)
-
(20,207)
-
-
-
-
(510,912)
(1,001,624)
-
88,,114422
447700,,884411
((1133,,110077))
((551100,,991122))
((11,,002211,,883311))
--
SSeeggmmeenntt aasssseettss
20,615,874
49,829
3,004
3,162,156
(15,629,618)
88,,220011,,224455
SSeeggmmeenntt lliiaabbiilliittiieess
(1,832,239)
(2,918,448)
(4,030,572)
(4,696,142)
10,973,960
((22,,550033,,444411))
CCaasshh ffllooww iinnffoorrmmaattiioonn
Net cash flow from operating activities
Net cash flow from investing activities
Net cash flow from financing activities
(1,988,899)
(1,920,130)
5,786,238
(2,701)
2,970
-
(37,829)
19,806
-
(1,351,064)
1,913,396
-
-
-
-
((33,,338800,,449933))
1166,,004422
55,,778866,,223388
52 ASX:RLG
www.roolifegroup.com.au 53
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 44:: SSeeggmmeenntt rreeppoorrttiinngg ((ccoonnttiinnuueedd))
3300 JJuunnee 22002200
SSeeggmmeenntt rreevveennuuee
Sales to external customers
Total
Australia
$
United
Kingdom
$
Singapore
$
China
$
Consolidation
adjustments
$
TToottaall
$$
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 55:: LLoossss ppeerr sshhaarree
Basic and diluted loss per share
22002211
CCeennttss ppeerr sshhaarree
2020
Cents per share
1,918,796
1,918,796
-
-
-
-
1,085,257
1,085,257
(36,605)
(36,605)
22,,996677,,444488
22,,996677,,444488
Total basic and diluted loss per share attributable to the ordinary equity holders of
the Company
((00..9977))
(1.13)
SSeeggmmeenntt rreessuulltt
(2,244,559)
7,225
(359,295)
(396,859)
(449,108)
((33,,444422,,559966))
Interest income
Grants and subsidies
Depreciation
Amortisation
Impairment expense
Income tax benefit
6,304
172,500
(7,011)
-
-
-
-
44,992
-
(3,115)
(3,400)
1,107
-
579
-
-
-
-
168
205,129
(384)
-
-
-
-
(72)
-
(510,914)
-
(7)
66,,447722
442233,,220000
((77,,339955))
((551144,,002299))
((33,,447722))
11,,110000
Reconciliation of loss used in calculating loss per share
Loss attributable to the ordinary equity holders of the Company used in the
calculation of basic and diluted loss per share
Weighted average number of shares used as the denominator
$$
$
((44,,999911,,338822))
(3,442,596)
NNuummbbeerr
Number
SSeeggmmeenntt aasssseettss
16,263,035
48,679
21,965
1,499,973
(11,418,765)
66,,441144,,888877
Weighted average number of ordinary shares used in the denominator in
calculating loss per share
551166,,886622,,775599
305,553,913
SSeeggmmeenntt lliiaabbiilliittiieess
(1,074,011)
(2,917,895)
(4,037,372)
(2,146,325)
8,338,421
((11,,883377,,118822))
Information concerning classification of securities
CCaasshh ffllooww iinnffoorrmmaattiioonn
Net cash flow from operating activities
Net cash flow from investing activities
Net cash flow from financing activities
(1,945,255)
(1,294,113)
2,275,095
41,521
3,584
-
(312,015)
251,788
-
(411,473)
648,124
-
-
-
-
((22,,662277,,222222))
((339900,,661177))
22,,227755,,009955
Options granted are considered to be potential ordinary shares and have been included in the determination of diluted loss per share to the extent to
which they are dilutive (the options are not considered to be dilutive). The options have not been included in the determination of basic loss per share.
Details relating to the options are set out in Note 18.
Other segment information
Segment revenue reconciliation to the statement of comprehensive income
Total segment revenue
Inter-segment sales elimination
Total
22002211
$$
99,,227722,,224466
((114400,,000044))
99,,113322,,224422
2020
$
3,004,053
(36,605)
2,967,448
NNoottee 66:: DDiivviiddeennddss
There were no dividends paid or declared to equity holders during the year ended 30 June 2021.
54 ASX:RLG
www.roolifegroup.com.au 55
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 77:: CCaasshh aanndd ccaasshh eeqquuiivvaalleennttss
NNoottee 88:: TTrraaddee aanndd ootthheerr rreecceeiivvaabblleess
Cash at bank and on hand
Cash at bank earns interest at floating rates based on daily bank deposit rates.
22002211
$$
2020
$
33,,881155,,008899
1,342,942
Trade debtors
Allowance for impairment
Total
Note
(i)
22002211
$$
11,,009911,,994477
((4499,,335500))
11,,004422,,559977
2020
$
414,572
(40,000)
374,572
At 30 June 2021, the Group had available $49,999 (2020: $49,999) of undrawn committed borrowing facilities in respect of which all conditions
precedent had been met.
Reconciliation to the Statement of Cash Flows:
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank and investments in money market
instruments, net of outstanding bank overdrafts.
Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:
2020
$
22002211
$$
Cash at bank and on hand, as above
Balance per statement of cash flows
33,,881155,,008899
33,,881155,,008899
1,342,942
1,342,942
Reconciliation of loss for the year to net cash flows from operating activities
Net loss for the year
Foreign exchange (gain)/loss
Equity settled share-based payment
Bad and doubtful debts
Depreciation
Amortisation
Impairment of assets
Loss on disposal of fixed assets
Increase/(decrease) in deferred tax accounts
Change in net assets and liabilities, net of effects from acquisition and disposal of
businesses:
(Increase)/Decrease in assets:
Trade and other receivables
Inventories
Increase/(Decrease) in liabilities:
Trade and other payables
Provisions
Net cash from operating activities
22002211
$$
((44,,999911,,338822))
((1111,,990088))
332244,,116600
99,,118800
1133,,110077
551100,,991122
11,,002211,,883311
--
--
((777733,,664455))
((335566,,774433))
888833,,550055
((99,,551100))
2020
$
(3,442,596)
12,681
40,184
40,364
7,395
514,029
3,472
1,426
(1,059)
90,336
24,518
82,799
(771)
((33,,338800,,449933))
(2,627,222)
(i)
the average credit period on sales of goods and rendering of services is 30 days.
In determining the recoverability of a trade receivable, the Group considers any changes in the credit quality of the trade receivable from the date credit
was initially granted up to the balance date. The concentration of credit risk is limited due to the customer base being large and unrelated. The above
allowance for impairment relates to one specific debtor which management has deemed to be non-recoverable. Accordingly, the Directors believe that
there are no further credit provisions required in excess of the allowance for impairment.
Reconciliation of trade and other receivables
Trade debtors, noted above
GST and VAT receivable
Accrued revenue
Other receivables
Total
NNoottee 99:: OOtthheerr ccuurrrreenntt aasssseettss
Prepayments
Security deposits
Other
Total
NNoottee 1100:: IInnvveennttoorriieess
Inventories at cost
Impairment allowance
Total
22002211
$$
11,,004422,,559977
--
5522,,886666
11,,883388
11,,009977,,330011
22002211
$$
114455,,331177
119911,,229988
33,,000099
333399,,662244
22002211
$$
445577,,001144
--
445577,,001144
2020
$
374,572
18,970
12,595
4,490
410,627
2020
$
60,635
200,166
720
261,521
2020
$
100,343
(72)
100,271
56 ASX:RLG
www.roolifegroup.com.au 57
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1111:: PPrrooppeerrttyy,, ppllaanntt aanndd eeqquuiippmmeenntt
NNoottee 1122:: OOtthheerr iinnttaannggiibbllee aasssseettss
CCaarrrryyiinngg vvaalluuee
3300 JJuunnee 22002211
Cost
Accumulated Depreciation
Carrying value
30 June 2020
Cost
Accumulated Depreciation
Carrying value
RReeccoonncciilliiaattiioonn
3300 JJuunnee 22002211
Opening balance
Additions
Depreciation expense
Closing balance
30 June 2020
Opening balance
Acquisitions through business combinations
Additions
Disposals
Depreciation expense
Closing balance
Office
equipment
$
9,350
(2,222)
7,128
Office
equipment
$
10,710
(9,787)
923
Office
equipment
$
923
7,027
(822)
7,128
Office
equipment
$
-
1,560
2,323
(1,426)
(1,534)
923
Computer
equipment
$
26,241
(17,898)
8,343
Computer
equipment
$
56,466
(50,271)
6,195
Computer
equipment
$
6,195
14,433
(12,285)
8,343
Computer
equipment
$
3,934
-
8,122
-
(5,861)
6,195
TToottaall
$$
3355,,559911
((2200,,112200))
1155,,447711
Total
$
67,176
(60,058)
7,118
TToottaall
$$
77,,111188
2211,,446600
((1133,,110077))
1155,,447711
Total
$
3,934
1,560
10,445
(1,426)
(7,395)
7,118
Impairment of fixed assets:
The recoverable amount of fixed assets is estimated to be in line with the carrying values, therefore, no impairment loss has been recognised during
the year (2020: $nil).
CCaarrrryyiinngg vvaalluuee
3300 JJuunnee 22002211
Cost
Accumulated amortisation
Accumulated impairment
Carrying value
30 June 2020
Cost
Accumulated amortisation
Accumulated impairment
Carrying value
RReeccoonncciilliiaattiioonn
3300 JJuunnee 22002211
Opening balance
Amortisation
Impairment
Carrying value
Technology
$
3,230,747
(1,696,309)
(1,534,438)
-
Technology
$
3,230,747
(1,185,397)
(512,607)
1,532,743
Technology
$
1,532,743
(510,912)
(1,021,831)
-
Website
development
$
14,857
(11,457)
(3,400)
-
Website
development
$
14,857
(11,457)
(3,400)
-
Website
development
$
-
-
-
-
Customer
contracts
$
50,000
-
-
50,000
Customer
contracts
$
50,000
-
-
50,000
Customer
contracts
$
50,000
-
-
50,000
TToottaall
$$
3,295,604
(1,707,766)
(1,537,838)
50,000
Total
$$
3,295,604
(1,196,854)
(516,007)
1,582,743
TToottaall
$$
11,,558822,,774433
((551100,,991122))
((11,,002211,,883311))
5500,,000000
Notes
Impairment
The Group has applied a conservative approach, having regard to the potential ongoing impact of the COVID-19 pandemic, and the carrying value of its
Technology Asset.
The RooLife Group hyper personalisation and profiling Artificial Intelligence System has been a key component in the provision of the Group’s services.
However, with the continued evolution of the business, there has been subsequent development of its next generation of technology for wider application
to service the Group’s Marketplace platforms with the Company applying new approaches and techniques to its technology development. As a result,
the Group has divested the use of its Artificial Intelligence System technology development away from servicing travel and tourism to other online
applications and with the uncertainty surrounding the timing of when both local and international travel can resume, the Group has determined to reduce
the expected recoverable amount of this Technology Asset.
Whilst the Group and its impacted customers have indicated a willingness to re-engage when appropriate, at this stage the Group is not able to define
the point in time at which revenue generation from those projects may recommence. As a result, the Group has adopted a conservative approach and
an impairment loss of $1,021,831 (2020: $Nil) has been recognised to restate the carrying value of the technology asset to recoverable amount.
In the previous financial year, the recoverable amount of the website development asset was estimated to be nil as the website was no longer operational.
An impairment loss of $3,400 was recognised in the previous financial year to restate the carrying value to recoverable amount.
58 ASX:RLG
www.roolifegroup.com.au 59
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1122:: OOtthheerr iinnttaannggiibbllee aasssseettss ((ccoonnttiinnuueedd))
RReeccoonncciilliiaattiioonn ((ccoonnttiinnuueedd))
3300 JJuunnee 22002200
Opening balance
Transfer to customer contracts
Transfer to goodwill
Foreign currency differences
Amortisation
Impairment
Carrying value
NNoottee 1133:: GGooooddwwiillll
CCaarrrryyiinngg vvaalluuee
Cost
Accumulated impairment
Carrying value
RReeccoonncciilliiaattiioonn
Opening balance
Transfer from provisionally accounted intangibles
Acquisitions through business combinations – QBID
Carrying value
Impairment
Technology
Website
development
Customer
contracts
Notes
$
$
2,043,657
6,273
$
-
Provisionally
accounted
intangibles
$
TToottaall
$$
1,566,667
33,,661166,,559977
50,000
(50,000)
--
13
-
-
-
(510,914)
-
1,532,743
-
-
242
(3,115)
(3,400)
-
-
-
-
(1,516,667)
((11,,551166,,666677))
-
-
-
-
224422
((551144,,002299))
((33,,440000))
11,,558822,,774433
22002211
$$
44,,440055,,226666
((22,,001166,,118811))
22,,338899,,008855
22002211
$$
22,,338899,,008855
--
--
22,,338899,,008855
2020
$
4,405,266
(2,016,181)
2,389,085
2020
$
-
1,516,667
872,418
2,389,085
-
50,000
Note
12
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1133:: GGooooddwwiillll ((ccoonnttiinnuueedd))
Impairment (continued)
The recoverable amount of the Group’s goodwill has been determined by a value-in-use calculation using a discounted cash flow model, based on a
one year projection period approved by management and extrapolated for a further five years using a steady rate, together with a terminal value.
Key assumptions used in value-in-use calculations
Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive.
3300 JJuunnee 22002211
3300 JJuunnee 22002200
Note
Australia focused
digital marketing
China focused
digital marketing
and e-commerce
Australia focused
digital marketing
China focused
digital marketing
and e-commerce
Pre-tax discount rate
Revenue growth rate
Cost of sales growth rate
Overheads growth rate
(i)
(ii)
(iii)
(iv)
22.4%
10% - 54%
5% - 26%
(23%) - 5%
22.4%
28% - 33%
10% -34%
(38%) - 5%
18.5%
2.7% - 20%
10% - 15%
7% - 63%
18.5%
10% - 119%
18% - 118%
5%
(i)
(ii)
The discount rate reflects management’s estimate of the time value of money and the Group’s weighted average cost of capital adjusted for the
relevant cash generating unit, the risk free rate and the volatility of the share price relative to market movements.
The revenue growth rate for the Australia focused digital marketing unit has been estimated by management based on past performance and
contracted sales wins. Compared to prior year, the revenue growth rate estimation has increased as the Group has secured new contracts. The
estimates for the 2020 Financial Year were also adjusted for the impact of COVID-19.
The revenue growth rate for the China focused digital marketing and e-commerce unit has been estimated by management based on the
increase in contracted sales wins. There is an expectation that further brands will be signed on as the China operations expand. Compared to
prior year, the revenue growth rate estimation has reduced as the Group has delivered the acquisition strategy of focusing on significant growth
in the year after acquisition to expand the business.
(iii)
The cost of sales growth rate for the Australia focused digital marketing unit has been based by management on past performance adjusted for
incremental costs for sales wins.
The cost of sales growth rate for the China focused digital marketing and e-commerce unit has been estimated by management in accordance
with past performance, adjusted for cost reductions expected to be achieved from contractual renegotiations. Compared to prior year, the costs
of sales growth rate estimation has reduced as the Group has delivered the acquisition strategy of focusing on significant growth in the year
after acquisition to expand the business.
(iv)
The overheads growth rate for the Australia focused digital marketing unit and China focused digital marketing and e-commerce unit has been
based by management on past performance adjusted for cost savings initiatives implemented by the Group. Compared to prior year, the
overheads growth rate has decreased as it is expected that overhead costs will be positively impacted in the upcoming financial year due to the
flow through of cost saving initiatives and then stabilise at a more conservative growth rate.
Goodwill acquired through business combinations has been allocated to the following cash generating units:
Impact of possible changes in key assumptions
• Australia focused digital marketing
• China focused digital marketing and e-commerce
Carrying amount of goodwill allocated to each of the cash generating units:
Australia focused digital marketing
China focused digital marketing and e-commerce
Carrying value
22002211
$$
958,333
1,430,752
2,389,085
2020
$
958,333
1,430,752
2,389,085
As disclosed in note 1, the directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and
estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows:
Revenue would need to decrease by more than 19% (2020: 6%) for the Australia focused digital marketing unit and 14% (2020: 6%) for the China
focused digital marketing and e-commerce unit before goodwill would need to be impaired, with all other assumptions remaining constant.
The discount rate would be required to increase by 35% (2020: 6%) for the Australia focused digital marketing unit and 10% (2020: 3%) for the China
focused digital marketing and e-commerce unit before goodwill would need to be impaired, with all other assumptions remaining constant.
The directors believe that other reasonable changes in the key assumptions on which the recoverable amount of, both the Australia focused digital
marketing unit and China focused digital marketing and e-commerce unit, goodwill is based on would not cause the cash-generating units’ carrying
amounts to exceed their recoverable amounts.
If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would result in an impairment
charge for the goodwill of both the Australia focused digital marketing unit and the China focused digital marketing and e-commerce unit.
60 ASX:RLG
www.roolifegroup.com.au 61
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1144:: TTrraaddee aanndd ootthheerr ppaayyaabblleess ((ccuurrrreenntt))
Trade payables
Accruals
Deferred remuneration and bonuses payable
Payroll liabilities
Security deposits payable
GST/VAT payable
Other payables
Note
(i)
(ii)
22002211
$$
884433,,884400
228811,,553322
336655,,330077
228800,,229944
113344,,667788
88,,339955
3344,,115599
11,,994488,,220055
2020
$
418,281
286,628
329,745
275,875
71,155
-
23,385
1,405,069
(i)
(ii)
Trade payables are non-interest bearing and are normally settled on 30-day terms.
In the prior year, in response to the COVID-19 situation, the Company directors and staff agreed to reductions in payment of their fees. These
fees were fully settled in the current financial year.
NNoottee 1155:: PPrroovviissiioonnss
Long service leave
NNoottee 1166:: IIssssuueedd ccaappiittaall
Share capital
22002211
$$
2020
$
66,,222277
15,737
22002211
$$
2020
$
579,753,113 / 340,621,291 Ordinary shares issued and fully paid
2277,,775544,,446633
21,298,469
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts
paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and
upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1166:: IIssssuueedd ccaappiittaall ((ccoonnttiinnuueedd))
Movement in ordinary share capital
3300 JJuunnee 22002211
Date
Details
27 August 2020
22 September 2020
8 October 2020
14 October 2020
30 December 2020
27 April 2021
Opening balance
Shares issued to sophisticated investors
Shares issued on conversion of performance Shares
Shares issued under the Entitlement Issue
Shortfall Shares issued under the Entitlement Issue
Shares issued on cancellation of performance shares
Shares issued on exercise of options
Less: Transaction costs arising on share issue
Closing balance
Note
NNuummbbeerr
$$
(i)
334400,,662211,,229911
2255,,554466,,559955
3300,,447766,,119911
5544,,115522,,448899
112288,,993311,,554466
11
2255,,000000
557799,,775533,,111133
2211,,229988,,446699
776666,,339988
553333,,333344
11,,662244,,557755
33,,886677,,994466
--
11,,225500
((551177,,550099))
2277,,557744,,446633
(i)
Shares issued to the vendors of Choose Digital Pty Ltd and RooLife Pty Ltd (previously RooLife Ltd) on achievement of the following
performance milestones:
- Tranche 1 – 15,238,095 performance shares converted to ordinary shares upon the businesses achieving aggregate revenue of $1.8
million in a rolling 12-month period (as confirmed by audited financial statements).
- Tranche 2 – 15,238,096 performance shares converted to ordinary shares upon the businesses achieving aggregate revenue of $1.8
million in a rolling 12-month period (as confirmed by audited financial statements).
30 June 2020
Date
Details
16 October 2019
16 October 2019
16 October 2019
3 December 2019
16 December 2019
Opening balance
Shares issued on placement
Shares issued as consideration for services
Share issued on cancellation of performance shares
Shares issued as consideration for the acquisition of QBID
Shares issued on placement
Less: Transaction costs arising on share issue
Closing balance
Note
NNuummbbeerr
$$
(i)
18
20
(ii)
(iii)
258,264,140
13,157,895
1,075,000
1
12,938,605
55,185,650
-
340,621,291
18,560,841
500,000
37,625
-
452,851
1,931,498
(184,346)
21,298,469
(i)
The Company agreed a strategic placement of $500,000 to the Thompson Family, founders of the Lobster Shack restaurant and Indian
Ocean Rock Lobster.
(ii) The Company accepted subscriptions under a placement of securities to sophisticated and professional investors.
(iii) Share issue costs include $34,767 for options issued to consultants assisting in the placements during the year. As the options were
issued in connection with capital raisings, the value attributed to the options has been recorded directly in equity. Refer to note 18 for
further details.
62 ASX:RLG
www.roolifegroup.com.au 63
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1166:: IIssssuueedd ccaappiittaall ((ccoonnttiinnuueedd))
Options over ordinary shares
Options to subscribe for ordinary shares in the Company have been granted as follows:
(i)
(ii)
to employers and consultants under share based payment plans, details of which are disclosed in Note 18; and
to shareholders as free attaching options under placements offered by the Company.
Movement in options over ordinary shares
3300 JJuunnee 22002211
Grant date
Expiry date
Exercise
Price
Note
Opening
balance Options issued
Options
exercised
Options
lapsed
CClloossiinngg
bbaallaannccee
Unlisted options:
9 September 2016
9 September 2016
11 November 2016
18 January 2017
18 January 2017
05 March 2020
Listed options:
28 September 2018
23 November 2018
1 February 2019
13 May 2019
28 June 2019
06 March 2020
08 October 2020
14 October 2020
24 November 2020
24 November 2020
30 June 2021
30 June 2023
11 November 2020
18 January 2021
18 January 2022
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
$0.35
$0.40
$0.30
$0.35
$0.40
$0.55
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
3,000,000
3,000,000
2,000,000
600,000
600,000
20,000,000
7,214,307
53,500,000
10,000
16,666,667
11,333,333
31,455,821
-
-
-
-
149,380,128
(i)
(i)
(ii)
(iii)
-
-
-
-
-
-
-
-
-
-
-
-
(3,000,000)
-
(2,000,000)
(600,000)
-
-
--
33,,000000,,000000
--
--
660000,,000000
2200,,000000,,000000
-
-
-
-
-
-
54,152,489
128,931,546
25,546,595
7,766,398
216,397,028
-
-
-
-
-
-
(25,000)
-
-
-
(25,000)
-
-
-
-
-
-
-
-
-
-
(5,600,000)
77,,221144,,330077
5533,,550000,,000000
1100,,000000
1166,,666666,,666677
1111,,333333,,333333
3311,,445555,,882211
5544,,112277,,448899
112288,,993311,,554466
2255,,554466,,559955
77,,776666,,339988
336600,,115522,,115566
(i)
(ii)
The terms of the Entitlement Issue in October 2020 entitled the holder to be issued with 1 free attaching listed option for every ordinary
share purchased at $0.030.
The terms of the share placement to sophisticated and professional investors in August 2020 entitled the holder to be issued with 1 free
attaching listed option for every ordinary share purchased at $0.030. The issue of the free attaching options was subject to shareholder
approval and the options were therefore issued post shareholder approval in November 2020.
(iii) The Company issued 7,766,398 options to various brokers for their assistance in relation to the Entitlement issue. Details of these options
are disclosed in Note 18.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1166:: IIssssuueedd ccaappiittaall ((ccoonnttiinnuueedd))
Movement in options over ordinary shares (continued)
3300 JJuunnee 22002200
Grant date
Expiry date
Exercise
Price
Note
Opening
balance
Options
issued
Options
lapsed
CClloossiinngg
bbaallaannccee
Unlisted options:
9 September 2016
9 September 2016
9 September 2016
11 November 2016
18 January 2017
18 January 2017
18 January 2017
05 March 2020
Listed options:
28 September 2018
23 November 2018
1 February 2019
13 May 2019
28 June 2019
9 September 2019
30 June 2021
30 June 2023
11 November 2020
18 January 2020
18 January 2021
18 January 2022
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
$0.35
$0.35
$0.40
$0.30
$0.30
$0.35
$0.40
$0.55
$0.05
$0.05
$0.05
$0.05
$0.05
4,500,000
3,000,000
3,000,000
2,000,000
1,800,000
600,000
600,000
-
-
-
-
-
-
-
-
20,000,000
(4,500,000)
-
-
-
(1,800,000)
-
-
-
--
33,,000000,,000000
33,,000000,,000000
22,,000000,,000000
--
660000,,000000
660000,,000000
2200,,000000,,000000
(i)
7,214,307
53,500,000
10,000
16,666,667
11,333,333
-
-
-
-
-
-
-
-
-
-
77,,221144,,330077
5533,,550000,,000000
1100,,000000
1166,,666666,,666677
1111,,333333,,333333
06 March 2020
31 October 2021
$0.05
(ii), (iii)
-
104,224,307
31,455,821
51,455,821
-
(6,300,000)
3311,,445555,,882211
114499,,338800,,112288
(i) Mr Carr and Mr Barry have been granted executive options during the year. These options have been valued using the Monte Carlo model
taking into account the inputs as disclosed in Note 18.
(ii) The terms of the share placement in December 2019 entitled the holder to be issued with 1 free attaching listed option for every 2 ordinary
shares purchased at $0.035.
(iii) The Company issued 2,862,996 options to the Lead Manager to the Placement. 1,000,000 options were also issued to other consultants
for their assistance in relation to the Placement. Details of these options are disclosed in Note 18.
64 ASX:RLG
www.roolifegroup.com.au 65
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1177:: RReesseerrvveess
Share based payments reserve
Foreign currency translation reserve
NNaattuurree aanndd ppuurrppoossee ooff rreesseerrvveess
22002211
$$
11,,770055,,110066
((115577,,221122))
11,,554477,,889944
2020
$
1,867,682
(155,275)
1,712,407
Share based payments reserve
This reserve is used to record the value of equity benefits provided to directors and executives as part of their remuneration, as well as to consultants
and advisors for provision of services.
The value of performance shares issued on acquisition of subsidiaries is also recorded in this reserve. Details of performance shares on issue are
provided in Note 18.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign
subsidiaries.
MMoovveemmeenntt iinn rreesseerrvveess
Share-based payments reserve
Opening balance
Conversion of performance shares to ordinary shares
Options granted under Plan 2: Incentive Share Option Plan
Options granted to Lead Manager and Advisory on Entitlement Issue
Options to be granted for corporate and investor relation fees
Shares to be granted to employees and consultants
Closing balance
Foreign currency translation reserve
Opening balance
Currency translation differences arising during the year
Closing balance
Note
16
18
16, 18
18
18
22002211
$$
11,,886677,,668822
((553333,,333344))
1166,,999911
4466,,559988
7788,,443300
222288,,773399
11,,770055,,110066
2020
$
1,827,498
-
5,417
34,767
-
-
1,867,682
((115555,,227755))
((11,,993377))
((115577,,221122))
(146,790)
(8,485)
(155,275)
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1188:: SShhaarree--bbaasseedd ppaayymmeenntt ppllaannss
PPeerrffoorrmmaannccee sshhaarreess
Class of performance shares on issue during the year
Performance shares comprise of the following classes and conversion details for each class are as follows:
CCllaassss AA
CCllaassss BB
CCllaassss CC
TTrraanncchhee 11
TTrraanncchhee 22
Convert to ordinary shares upon the Company achieving within five years of issue annualised gross revenue exceeding $3.5m
(measured over any three-consecutive month period) or achieving 20m users (at least half of which are directly revenue generative).
Convert to ordinary shares upon the Company achieving within five years of issue annualised gross revenue exceeding $7.5m
(measured over any three-consecutive month period) or achieving 30m users (at least half of which are directly revenue generative).
Convert to ordinary shares upon the Company achieving within five years of issue annualised gross revenue exceeding $12m
(measured over any three-consecutive month period) or achieving 50m users (at least half of which are directly revenue generative).
Convert to ordinary shares upon CHOOSE Digital Pty Ltd and RooLife Pty Ltd (previously RooLife Limited) businesses first achieving
aggregate revenue of $1.8 million in a rolling 12-month period (as confirmed by audited financial statements).
Convert to ordinary shares upon CHOOSE Digital Pty Ltd and RooLife Limited businesses first achieving aggregate revenue of $3
million in a rolling 12-month period (as confirmed by audited financial statements).
Movement in performance shares
3300 JJuunnee 22002211
Details
Note
Number
Class A
Number
Class B
Number
Class C
Number
Tranche 1
Number
Tranche 2
NNuummbbeerr
TToottaall
Opening balance
Shares converted to ordinary
shares
Shares lapsed on cessation of
employment
Closing balance
30 June 2020
1,200,000
1,200,000
1,100,000
15,238,095
15,238,095
3333,,997766,,119900
(15,238,095)
(15,238,095)
((3300,,447766,,119900))
(1,200,000)
-
(1,200,000)
-
(1,100,000)
-
-
-
-
-
((33,,550000,,000000))
--
Details
Note
Number
Class A
Number
Class B
Number
Class C
Number
Tranche 1
Number
Tranche 2
NNuummbbeerr
TToottaall
Opening balance
Shares lapsed on cessation of
employment
Closing balance
1,800,000
1,800,000
1,650,000
15,238,095
15,238,095
3355,,772266,,119900
(600,000)
1,200,000
(600,000)
1,200,000
(550,000)
1,100,000
-
15,238,095
-
15,238,095
((11,,775500,,000000))
3333,,997766,,119900
66 ASX:RLG
www.roolifegroup.com.au 67
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1188:: SShhaarree--bbaasseedd ppaayymmeenntt ppllaannss ((ccoonnttiinnuueedd))
OOrrddiinnaarryy sshhaarreess aanndd sshhaarree ooppttiioonnss
Recorded directly in equity:
Options granted under Plan 1: Special Purpose Share Option Plan
Recognised as a share-based payment expense:
Options granted under Plan 2: Incentive Share Option Plan
Options to be granted under Plan 1: Special Purpose Share Option Plan
Shares to be granted to employees and consultants for services rendered
Shares granted for corporate and investor relations fees
Note
(i)
(ii)
(iii)
22002211
$$
4466,,559988
4466,,559988
2020
$
34,767
34,767
1166,,999911
7788,,443300
222288,,773399
--
332244,,116600
337700,,775588
5,417
-
-
37,625
43,042
77,809
(i) Options issued to consultants assisting in the Entitlement issue / placements during the year. As the options were issued in connection with
capital raisings, the value attributed to the options has been recorded directly in equity.
(ii)
The Company is required to issue options as consideration for corporate, investor and public relations services. The services have been provided
during the financial year but the options have not been formally granted at 30 June 2021 and await formal acceptance of offers. Details regarding
the valuation of the options are disclosed further below.
(iii) The Company is required to issue shares as consideration for employment and consulting services. The services have been provided during the
financial year but the shares have not been formally granted at 30 June 2021 and await formal acceptance of offers. As the employees have
provided the services to the Company, the shares have been valued at the closing share price of $0.025 at balance date. On formal granting of
the shares, the Company will perform a reassessment of the fair value and any subsequent difference will be recorded through the statement
of profit or loss and other comprehensive income.
SShhaarree ooppttiioonnss
The Company has an Incentive Share Option Plan (“ISOP”) under which options to subscribe for the Company's shares have been granted to certain
directors and executives. In addition, further options were issued to certain directors and executives outside of the ISOP, but substantially on the same
terms and conditions. The Company refers to these as Special Purpose Options and whilst no formal plan has been adopted for these options, the
Company refers to any issues outside of the shareholder approval ISOP as being issued under the Special Purpose Option Plan (“SPP”).
The purpose of both the SPP and ISOP is to Special Purpose Share Option Plan (‘SPP’) is to:
• assist in the reward, retention and motivation of eligible participants;
•
• align interests of eligible participants more closely with the interest of shareholders by providing an opportunity for eligible participants to receive
link the reward of eligible participants and the creation of shareholder value;
shares;
• provide eligible participants with the opportunity to share in any future growth in value of the Company; and
• provide greater incentive for eligible participants to focus on the Company’s longer-term goals.
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1188:: SShhaarree--bbaasseedd ppaayymmeenntt ppllaannss ((ccoonnttiinnuueedd))
SShhaarree OOppttiioonnss ((ccoonnttiinnuueedd))
The following share option based payment arrangements were in place during the current and prior periods:
3300 JJuunnee 22002211
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
FFaaiirr
vvaalluuee aatt
ggrraanntt
ddaattee
$$
EExxeerrcciissee
pprriiccee
$$
VVeessttiinngg ddaattee
Listed Options:
Lead Manager – Entitlement
Issue
Advisory – Entitlement Issue
Advisory – Entitlement Issue
Unlisted Options:
Corporate, investor and
public relations consultant
4,966,398
24 November 2020
31 October 2021
$0.05
$29,798
24 November 2020
1,800,000
1,000,000
24 November 2020
24 November 2020
31 October 2021
31 October 2021
$0.05
$0.05
$10,800
$6,000
24 November 2020
24 November 2020
10,000,000
30 June 2021
31 March 2023
$0.05
$78,430
30 June 2021
There has been no alteration of the terms and conditions of the above share-based payment arrangement since grant date.
The fair value of the equity settled listed share options granted under the option plan is calculated with reference to the listed market price of the option
on grant date, being $0.006. Those options are not issued yet but the service was provided at vesting date.
The fair value of the equity settled unlisted share options, with non-market conditions, to be granted under the option plan is estimated at grant date
using the Black & Scholes model, taking into account the terms and conditions upon which the options were granted, as follows:
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (days)
Exercise price (cents)
Grant date share price (cents)
NNoottee
(i)
(ii)
(iii)
90.2%
0.08%
698
5.0
3.2
(i)
(ii)
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the
actual outcome.
The expected life of the options is not based on historical data and is not necessarily indicative of exercise patterns that may occur. The number
of days is calculated by the number of days between the grant date and expiry date of the option.
(iii) The options have been valued at grant date, being the date that the service was deemed to be provided. The options will be issued subsequent
to year end.
68 ASX:RLG
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Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1188:: SShhaarree--bbaasseedd ppaayymmeenntt ppllaannss ((ccoonnttiinnuueedd))
SShhaarree OOppttiioonnss ((ccoonnttiinnuueedd))
3300 JJuunnee 22002200
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
EExxeerrcciissee
pprriiccee
$$
FFaaiirr vvaalluuee
aatt ggrraanntt
ddaattee
$$
VVeessttiinngg ddaattee
Listed Options:
Lead Manager – Entitlement Issue
Advisory – Entitlement Issue
Unlisted Options:
Bryan Carr (Tranche 1)
Bryan Carr (Tranche 2)
Bryan Carr (Tranche 3)
Warren Barry (Tranche 1)
Warren Barry (Tranche 2)
Warren Barry (Tranche 3)
2,862,996
1,000,000
6 March 2020
6 March 2020
31 October 2021
31 October 2021
$0.05
$0.05
$25,767
$9,000
6 March 2020
6 March 2020
3,600,000
3,600,000
4,800,000
2,400,000
2,400,000
3,200,000
6 March 2020
6 March 2020
6 March 2020
6 March 2020
6 March 2020
6 March 2020
5 February 2024
5 February 2024
5 February 2024
5 February 2024
5 February 2024
5 February 2024
$0.055
$0.055
$0.055
$0.055
$0.055
$0.055
$4,680
$8,640
$16,320
$3,120
$5,760
$10,880
5 February 2023
5 February 2023
5 February 2023
5 February 2023
5 February 2023
5 February 2023
There has been no alteration of the terms and conditions of the above share-based payment arrangement since grant date.
The fair value of the equity settled listed share options granted under the option plan is calculated in reference to the listed market price of the option
on grant date, being $0.009.
The fair value of the equity settled unlisted share options, with market conditions, granted under the option plan is estimated at grant date using the
Monte Carlo model, taking into account the terms and conditions upon which the options were granted, as follows:
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (days)
Exercise price (cents)
Grant date share price (cents)
NNoottee
(i)
(ii)
BB CCaarrrr
80.5%
0.36%
1,067
5.5
1.9
WW BBaarrrryy
80.5%
0.36%
1,067
5.5
1.9
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1188:: SShhaarree--bbaasseedd ppaayymmeenntt ppllaannss ((ccoonnttiinnuueedd))
SShhaarree OOppttiioonnss ((ccoonnttiinnuueedd))
The following table illustrates the movement (number) in share options issued under share based payment arrangements:
Outstanding at the beginning of year
Granted during the year
Lapsed during the year
Exercised during the year
Expired during the year
Outstanding at the end of year
Exercisable at the end of year
22002211
NNuummbbeerr
5588,,006622,,999966
77,,776666,,339988
--
--
((55,,660000,,000000))
6600,,222299,,339944
6600,,222299,,339944
2020
Number
40,500,000
23,862,996
-
-
(6,300,000)
58,062,996
58,062,996
The weighted average exercise price for all options noted above was $0.07 (2020: $0.10).
NNoottee 1199:: FFiinnaanncciiaall iinnssttrruummeennttss
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued
capital, reserves and accumulated losses.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax and general administrative
outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the risks associated with each
class of capital.
(i)
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be
the actual outcome.
Categories of financial instruments
(ii) The expected life of the options is not based on historical data and is not necessarily indicative of exercise patterns that may occur. The
number of days is calculated by the number of days between the grant date and expiry date of the option.
The unlisted options granted were in three tranches with separate market conditions for each tranche as outlined below. The market conditions were
incorporated into the measurement of fair value.
TTrraanncchhee
Tranche 1
Tranche 2
Tranche 3
VVeessttiinngg ccoonnddiittiioonnss
The Vesting Condition for Tranche 1 will be taken to have been met if, for any 30 consecutive trading day
period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of
the Company’s Shares is equal to or greater than $0.055 per Share.
The Vesting Condition for Tranche 1 will be taken to have been met if, for any 30 consecutive trading day
period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of
the Company’s Shares is equal to or greater than $0.08 per Share.
The Vesting Condition for Tranche 3 will be taken to have been met if, for any 30 consecutive trading day
period between 6 February 2022 and 5 February 2023, the VWAP of the Company’s Shares is equal to or
greater than $0.12 per Share.
NNuummbbeerr
6,000,000
6,000,000
8,000,000
Financial assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Financial liabilities
Trade and other payables
Deferred revenue
22002211
$$
33,,881155,,008899
11,,009977,,330011
333399,,662244
2020
$
1,342,942
410,627
261,521
11,,994488,,220055
551111,,334488
1,405,069
95,796
Financial risk management objectives
The Group is exposed to market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest
rate risk.
No other features of options granted were incorporated into the measurement of fair value.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.
70 ASX:RLG
www.roolifegroup.com.au 71
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 1199:: FFiinnaanncciiaall iinnssttrruummeennttss ((ccoonnttiinnuueedd))
NNoottee 1199:: FFiinnaanncciiaall iinnssttrruummeennttss ((ccoonnttiinnuueedd))
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework
for the management of the Group’s short, medium and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. The Group has no non-derivative financial liabilities.
Fair value of financial instruments
The Group has a number of financial instruments which are not measured at fair value in the statement of financial position. The directors consider
that the carrying value of the financial assets and financial liabilities are considered to be a reasonable approximation of their fair values.
NNoottee 2200:: CCoommmmiittmmeennttss aanndd ccoonnttiinnggeenncciieess
Lease commitments – Group as lessee
The Group has entered into commercial leases on certain premises. These leases have an average life of less than 1 year with no renewal option
included in the contracts. There are no restrictions placed upon the lessee by entering into these leases. These leases have not been accounted for
under AASB 116 as they are exempt due to the short term nature of the leases.
Future minimum rentals payable under the leases are as follows:
Within one year
After one year but not more than five years
More than five years
Capital commitments
As at 30 June 2021 and 30 June 2020 the Group has no capital commitments.
22002211
$$
4488,,222288
--
--
4488,,222288
2020
$
12,400
-
-
12,400
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the balance date expressed in Australian
dollars are as follows:
Great British Pounds (GBP or £)
Singapore Dollars (SGD or S$)
Hong Kong Dollars (HKD or H$)
Chinese Yuan (CNY)
Foreign currency sensitivity analysis
The Group is exposed to both GBP and SGD currency fluctuations.
Liabilities
Assets
22002211
$$
--
((99,,110011))
--
((22,,006600))
2019
$
1,450
35,835
2,698
418
22002211
$$
5500,,333333
33,,000044
2233,,559911
1133,,335500
2020
$
48,160
21,965
26,184
17,551
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign currencies. 10%
is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of
the possible change in foreign exchange rates.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a
10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the
denomination of the loan is in a currency other than the currency of the lender or the borrower.
A positive number indicates an increase in profit or loss and other equity where the Australian Dollar strengthens against the respective currency. For a
weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the profit and other equity and the
balances below would be negative.
GBP Impact
SGD Impact
HKD Impact
CNY Impact
Profit or loss (i)
22002211
$$
44,,557755
((555555))
22,,114444
11,,002266
2020
$
4,246
(1,260)
2,135
1,558
Equity (ii)
22002211
$$
((226655,,335544))
((336655,,559955))
((22,,778822))
((22,,002255))
2020
$
(265,085)
(363,776)
(2,407)
(2,025)
(i)
(ii)
This is mainly attributable to the exposure outstanding on foreign currency denominated net assets at year-end in the Group.
This is mainly as a result of the restating of the intercompany loans between the Company and its foreign subsidiaries, where on consolidation
the exchange rate difference on restating loans into their AUD equivalent is transferred to the foreign exchange translation reserve in equity.
Interest rate risk management
The Group is limited in its exposure to interest rate risk as entities in the Group do not borrow any funds. The only exposure to interest rate risk is on
the Group’s exposures on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted
a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of
transactions concluded is spread amongst approved counterparties.
The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties having similar characteristics.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Group’s maximum exposure
to credit risk without taking account of the value of any collateral obtained.
72 ASX:RLG
www.roolifegroup.com.au 73
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 2211:: RReellaatteedd ppaarrttyy ddiisscclloossuurree
NNoottee 2233:: PPaarreenntt eennttiittyy ddiisscclloossuurreess
Parent entity
RooLife Group Ltd is the ultimate Australian parent entity and ultimate parent of the Group.
Subsidiaries
Interests in subsidiaries are set out in Note 22 below.
Key management personnel compensation
The aggregate compensation made to directors and other key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
22002211
$$
11,,337711,,005577
7744,,664411
4499,,771199
11,,449955,,441177
2020
$
1,293,137
30,552
5,417
1,329,106
During the year ended 30 June 2021 and 30 June 2020, no share options were exercised by, and no loans were made to, key management personnel.
Key management personnel transactions
Related party transactions with key management personnel are described below. These payments were made based on normal commercial terms and
conditions.
The following amounts were paid to Murcia Pestell Hillard Pty Ltd, a company related to Mr. G Pestell:
Provision of general legal services
NNoottee 2222:: IInntteerreessttss iinn ssuubbssiiddiiaarriieess
22002211
$$
4466,,997722
4466,,997722
2020
$
92,038
92,038
The consolidated financial statements include the financial statements of RooLife Group Ltd and the subsidiaries listed in the following table.
Name of entity
OpenDNA (UK) Limited
OpenDNA (Singapore) Pte Ltd
CHOOSE Digital Pty Ltd
RooLife Pty Limited
RooLife (HK) Limited
Blackglass Pty Ltd
QBID Pty Ltd
QBID Holdings Pty Ltd
Qualis Pty Ltd
Qualis Brands Pty Ltd
RooLife China
Kiwi Health Pty Ltd
Country of
incorporation
United Kingdom
Singapore
Australia
Australia
Hong Kong
Australia
Australia
Australia
Australia
Australia
China
Australia
% Equity interest
2021
%
2020
%
Investment
2021
$
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
4,865,516
98
658,333
558,334
-
300,000
652,851
-
-
-
-
-
2020
$
4,865,516
98
658,333
558,334
-
300,000
652,851
-
-
-
-
-
RooLife Group Ltd is the ultimate Australia parent entity and the ultimate parent of the Group. Balances and transactions between the Company and its
subsidiaries, which are related parties of the Company, have been eliminated on consolidation.
Details of transactions between the Group and other related entities are disclosed below.
Trading transactions
There were no balances outstanding from related parties at the end of the reporting period.
74 ASX:RLG
Financial position
Current assets
Non-current assets – equipment
Non-current assets – investments in, and loans to, subsidiaries
Current liabilities
Net assets
Equity
Issued capital, net of capital raising costs
Share-based payments reserve
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive loss
Total comprehensive loss
22002211
$$
2020
$
22,,884411,,221199
77,,223333
33,,557700,,555577
((772211,,220055))
55,,669977,,880044
768,689
1,983
4,345,043
(538,010)
4,577,705
2277,,557744,,446633
11,,770055,,110066
((2233,,558811,,776655))
55,,669977,,880044
21,298,469
1,867,682
(18,588,446)
4,577,705
((44,,999933,,331199))
--
((44,,999933,,331199))
(3,451,081)
-
(3,451,081)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 1, except for the following:
•
•
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity;
Investments in associates are accounted for at cost, less any impairment, in the parent entity;
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an
impairment of the investment.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
As at 30 June 2021, the Company has not entered into any cross guarantees with any of its subsidiaries (30 June 2020: Nil).
Contingent liabilities of the parent entity
As at 30 June 2021 the Company has no contingent liabilities (30 June 2020: Nil).
Capital commitments
As at 30 June 2021 the Company has no capital commitments (30 June 2020: Nil).
NNoottee 2244:: AAuuddiittoorr’’ss rreemmuunneerraattiioonn
The auditor of RooLife Group Ltd is HLB Mann Judd.
Auditor of the parent entity
Audit or review of the financial statements
Other assurance service
Network firm of the parent Company auditor
Audit or review of the financial statements of RooLife (HK) Limited
22002211
$$
5511,,996600
55,,000000
5566,,996600
22,,335500
5599,,331100
2020
$
55,373
-
55,373
1,433
56,806
www.roolifegroup.com.au 75
Annual Report 2021Annual Report 2021
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 June 2021
For the year ended 30 June 2021
NNoottee 2255:: EEvveennttss ssuubbsseeqquueenntt ttoo tthhee rreeppoorrttiinngg ddaattee
On 6 July 2021, the Group completed a placement to a strategic investor to raise $1,702,000 before costs, via an issue of 74,000,000 ordinary shares
at $0.023 each.
Other than noted above, there has been no additional matter or circumstance that has arisen after balance date that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.
NNoottee 2266:: BBuussiinneessss ccoommbbiinnaattiioonn
In the previous year, the following net cash flows were made for acquisition of subsidiaries:
Cash paid
Cash consideration applied to working capital
Cash deficit assumed on acquisition
QBID Pty Ltd
$
Blackglass Pty
Ltd
$
50,000
150,000
10,948
210,948
155,000
-
-
155,000
Total
$
205,000
150,000
10,948
365,948
Director's declaration
1. In the opinion of the directors of RooLife Group Ltd (‘the Company’):
a. the accompanying financial statements and notes are 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 2021 and of its performance for the year
then ended; and
ii. complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting
requirements and other mandatory requirements.
b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued
by the International Accounting Standards Board.
2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section
295A of the Corporations Act 2001 for the financial year ended 30 June 2021.
This declaration is signed in accordance with a resolution of the board of directors.
Bryan Carr
Managing Director and Chief Executive Officer
Dated: 31 August 2021
76 ASX:RLG
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Annual Report 2021Annual Report 2021
INDEPENDENT AUDITOR’S REPORT
To the members of RooLife Group Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of RooLife Group Ltd (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30
June 2021, 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, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Key Audit Matter
How our audit addressed the key audit matter
Carrying Value of Intangible Assets including
Goodwill
Notes 12 and 13 of the financial report
In accordance with AASB 136 Impairment of
Assets, the Group was required to assess at
balance date whether there was any indication
that the technology asset may have been
impaired. If any such indication existed, the
Group was required to estimate the recoverable
amount of the asset.
The Group was also required to test goodwill for
impairment.
We focused on this area as the intangible
assets including goodwill represent significant
assets of the Group. We planned our work to
address the audit risk that the intangible assets
including goodwill may have been impaired.
Our procedures included, but were not limited to
the following:
- We reviewed management’s assessment of
whether any impairment indicators existed
that would require the technology asset to be
tested for impairment. We further assessed
the decision made by management to fully
impair the technology asset at balance date
and ensured that appropriate disclosures
were made in the financial report;
- We critically evaluated the assumptions
used in management’s discounted cash flow
forecasts to support the carrying value of the
goodwill; and
- We performed sensitivity analyses on
management’s discounted cash flow
forecasts to determine reasonableness.
Basis for opinion
Information other than the financial report and auditor’s report thereon
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 (“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.
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. We have determined the matters described below to
be the key audit matters to be communicated in our report.
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 2021 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 have no realistic alternative but to do so.
78 ASX:RLG
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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 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
-
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of RooLife Group Ltd for the year ended 30 June 2021
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
31 August 2021
L Di Giallonardo
Partner
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
80 ASX:RLG
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Additional Securities Exchange Information
Additional Securities Exchange Information (continued)
The shareholders information set out below was applicable as at 27 August 2021.
(a) Distribution of equity securities
The following is a distribution schedule for fully paid ordinary shares:
Range
1 - 1000
1,001 - 5,000
5001-10,000
10,001-100,000
100,001 Over
Rounding
Total
Total holders
Units
% of Issued Capital
33
35
63
849
592
4,323
141,825
541,708
36,039,600
617,025,657
1,572
653,753,113
0.00
0.02
0.08
5.51
94.38
0.01
100.00
Unmarketable Parcels
Minimum Parcel Size
Holders
Units
Minimum $ 500.00 parcel at $0.025 per unit
20,000
322
3,573,202
The following is a distribution schedule for Listed Options
Range
1 - 1000
1,001 - 5000
5,001 – 10,000
10,001 – 100,000
100,001 Over
Rounding
Total
Total holders
Units
% of Issued Capital
37
13
28
104
258
440
1,761
49,288
233,681
5,247,494
331,019,932
336,552,156
0.00
0.01
0.07
1.56
98.36
0.00
100
(b) Equity security holders
The following is a listing of the top 20 holders of fully paid ordinary shares.
Rank Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
MEGA HOLDINGS PTY LTD
MR JAY SHAH
PASSIO PTY LTD
BARRY CONSULTING PTY LTD
MS XIAODAN WU
NEXT GENERATION FISHERIES PTY LTD
MR BRYAN EDWARD CARR
MR GARY ROGER KNIGHTS
PELLICCIONE SF PTY LTD
MR MARK AUGUST NICKEL
BNP PARIBAS NOMINEES PTY LTD
MR BRADLEY ANTHONY SAXBY
MR STEWART WILKINSON
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
ASB NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
KERRY JOHN MASON + MARY CATHERINE {COUGHLAN-MASON}
MR JEREMY NICHOLAS TOLCON
MR JEFCOATE JENSEN DICKIE
MRS WEI YA JUN FENG HU
81,850,904
32,338,332
23,710,000
20,871,428
15,233,831
14,824,561
12,250,000
11,500,001
8,963,782
7,400,000
6,889,352
6,400,000
6,365,244
6,183,218
6,000,000
5,931,832
5,820,827
5,500,000
5,000,000
4,937,600
12.52
4.95
3.63
3.19
2.33
2.27
1.87
1.76
1.37
1.13
1.05
0.98
0.97
0.95
0.92
0.91
0.89
0.84
0.76
0.76
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
287,970,912
365,782,201
44.05
55.95
82 ASX:RLG
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Annual Report 2021Annual Report 2021 Additional Securities Exchange Information (continued)
Additional Securities Exchange Information (continued)
The following unlisted options are on issue:
Number of Options
Number of holders Option Terms
3,000,000
600,000
20,000,000
23,600,000
3
1
2
Options exercisable at $0.40 expiring 30 June 2023
Options exercisable at $0.40 expiring 18 January 2022
Executive Options exercisable at $0.055 expiring 4 February 2024
(c) Restricted Securities
There are no Restricted Securities on Issue
(d) Voting rights
Every ordinary shareholder present in person or by proxy at meetings of shareholders shall have one vote for every share held.
Option holders and Performance Share Holders have the right to attend meetings but have no voting rights until the options
are exercised.
(e) Substantial holders
The following shareholders are considered substantial shareholders of the Company:
» Mega Holdings Pty Ltd: 81,850,904 Shares (Representing 12.52% of total issued shares)
(f) Corporate governance statement
In accordance with ASX Listing Rule 4.10.3, the Company’s Corporate Governance Statement can be found on its website at
www.roolifegroup.com.au.
(b) Equity security holders (continued)
The following is a listing of the top 20 holders of Listed Options.
Rank Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
20
20
PASSIO PTY LTD
M & K KORKIDAS PTY LTD
MR PETER DAVID SHEPPEARD
MRS QUYNH CHI PHAN
MR JOHN ANDREW SECCULL
DR AHMED TOAHA MOBASHSHER
PIGEQUITY PTY LTD
NORTHEYCORP PTY LTD
MR JAMES CHEN
ALTOR CAPITAL MANAGEMENT PTY LTD
CS THIRD NOMINEES PTY LIMITED
UBS NOMINEES PTY LTD
MR MATHEW OMER SKYE
THE GALVANISED TRAILER COMPANY PTY LTD
MTR CONTROLLED EQUITIES PTY LTD
SEQUOIA CORPORATE FINANCE PTY LTD
DR STEPHEN DENNIS GIPPS
MR BRADLEY ANTHONY SAXBY
MR DANIEL AARON HYLTON TUCKETT
MR JIA-JIAN CHEN + MRS ZHANG PING
STORM ENTERPRISES PTY LTD
MR JEREMY NICHOLAS TOLCON
23,684,341
15,840,000
11,500,000
10,300,000
10,038,449
9,403,145
8,499,994
7,832,716
7,000,000
6,457,243
5,701,958
5,700,000
5,500,000
5,490,000
5,166,666
4,966,398
4,647,781
4,634,435
3,689,997
3,500,000
3,500,000
3,500,000
7.04
4.71
3.42
3.06
2.98
2.79
2.53
2.33
2.08
1.92
1.69
1.69
1.63
1.63
1.54
1.48
1.38
1.38
1.10
1.04
1.04
1.04
Totals: Top 22 holders of LISTED OPTIONS EXPIRING 31/10/2021 @
166,553,123
49.49
$0.05 (Total)
Total Remaining Holders Balance
169,999,033
50.51
84 ASX:RLG
www.roolifegroup.com.au 85
Annual Report 2021Annual Report 2021 UNLOCK A WORLD
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