UNLOCK A WORLD
OF POTENTIAL
ANNUAL
REPORT
2023
A S X : R L G
r o o l i f e g r o u p . c o m . a u
UNLOCK A WORLD
OF POTENTIAL
Fully integrated digital marketing and
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RLG / 2023Annual Report Corporate Information
Director’s Report
Principal Activities
Review of Operations
Operating Results for the Year
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
Directors’ Declaration
Indepenent Auditor’s Report
Additional Securities Exchange Information
P. 01
P. 02
P. 05
P. 06
P. 09
P. 14
P. 26
P. 27
P. 28
P. 29
P. 30
P. 31
P. 76
P. 77
P. 81
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RLG / 2023 Annual Report
CORPORATE
INFORMATION
RLG / 2023Annual Report 1
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)
Website address
www.roolifegroup.com.au
ABN 14 613 410 398
Directors
Grant Pestell
Ye (Shenny) Ruan
Bryan Carr
Warren Barry
Joint Company Secretaries
Peter Torre (resigned on 3 July 2023)
Jyotika Gondariya
Registered office
Suite 183, Level 6
580 Hay Street
Perth WA 6000
Tel: +61 (8) 6444 1702
Principal place of business
Level 3 1138 Hay Street
West Perth WA 6005
Tel: +61 (8) 6444 1702
Share register
Computershare Investor Services Pty Limited
Level 17
221 St Georges Terrace
Perth WA 6000
Tel: +61 (8) 9323 2000
Solicitors
Murcia Pestell Hillard
Suite 183, Level 6, 580 Hay Street
Perth WA 6000
RLG / 2023 Annual Report
2
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 2023. In order to comply with the provisions of the
Corporations Act 2001, the directors report as follows:
RLG / 2023Annual Report 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.
3
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, options
and performance shares
9,909,959 ordinary shares in RLG.
4,666,667 performance 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 COFC0),
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.
Interests in shares, options
and performance shares
Nil ordinary shares in RLG.
2,333,334 performance 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.
Other current listed
directorships
None.
Former listed directorships
in the last 3 years
None.
Interests in shares, options
and performance shares
18,950,000 ordinary shares in RLG.
17,500,000 performance shares in RLG.
RLG / 2023 Annual Report 4
DIRECTORS’ REPORT Directors (continued)
Joint Company Secretaries
Warren Barry BSC, MBA.
Executive Sales Director
Peter Torre CA, AGIA,
MAICD
Experience and expertise
Mr Barry has been involved in the
digital space for over 22 years and
has been actively involved in taking
several companies to ASX listing. He
has setup and sold several digital
agencies over 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
29,650,801 ordinary shares in RLG.
10,500,000 performance shares in RLG.
Joint Company Secretary
resigned 3 July 2023
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 VEEM Ltd and Volt Power Group
Limited.
Jyotika Gondariya CA
Joint Company Secretary
Mrs Gondariya was appointed to the
position of company secretary in
March 2022. Mrs Gondariya is a well-
credentialled finance professional with
over 10-years’ experience with publicly
listed and private entities including in
audit services.
RLG / 2023Annual Report 5
DIRECTORS’ REPORT (continued)
e-Commerce and digital marketing company RooLife Group Ltd (ASX: RLG) (“RLG” or the “Company”) is pleased to provide
shareholders with the Company’s Annual Report for the year ended 30 June 2023.
PRINCIPAL ACTIVITIES
RLG is an e-Commerce and digital marketing company selling globally sourced food, health and well-being products with a focus
on the China market.
RLG is an established, leading e-commerce platform provider:
• Selling food, health and well being products
• With a global Client Base – 7 Countries
• Which owns its health and wellbeing Brand – VORA “Good for you”
• With a market reach across Australia, South East Asia & Emerging Markets
• Targeting growing margin on growing product sales
RLG CONNECTS GLOBAL BRANDS WITH CONSUMERS
Global Footprint of Clients
Australia
New Zealand
USA
UK
France
Peru
Chile
The Company has strong sales and distribution partnerships, both online and offline, through which it sells its food, health
and wellbeing portfolio of products.
RLG / 2023 Annual Report 6
DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS
Following the re-opening of China and the removal of Covid-19 restrictions in the second half of FY2023, the Company increased
its focus on the provision of health, wellbeing and food and beverage products into the China market and has continued to
grow out its online and physical store channels to service the identified consumer demand for healthy, high-quality international
products with China’s large, emerging middle class.
Operational highlights during the year included:
• The development, formulation and launch of the Company’s own new Health & Wellness Brand – VORA.
The VORA brand and product range has been developed based on demand identified by RLG’s online sales
platforms and digital marketing systems in the Australian and Chinese markets and services the strongly
growing global demand for healthy, sustainable, food products.
• RLG launched products for sale into Alibaba’s high-tech Freshippo Stores. With its partners, RLG launched
Remedy Drinks online through the Freshippo official app and also offline through its over 300 brick-and-
mortar stores located in 27 cities across China.
• RLG’s appointment to market and sell Fiji Kava’s range of medicinally based health and well-being products
in China and Australia, including digital marketing, social media operations and e-commerce store
operations in both markets.
• RLG agreed with cross border e-Commerce company AULife International to co-operate to market and
sell a portfolio of Australian and International products to its established Chinese customer base and
to partner in marketing and sales initiatives for each party’s respective portfolios of Australian and
international products to be sold to Chinese consumers and through AULife’s sales channels with first
product sales of approximately $190,000 achieved in June 2023.
In the period immediately following the end of the financial year the Company rapidly expanded its distribution channels and
order book.
In partnership with AULife International the Company established RLG Marketplace, a China-focussed e-Commerce and B2B
sales platform to connect International businesses and brands directly with Chinese shoppers. The key focus of RLG Marketplace
is to sell RLG’s and its partner’s product ranges across combined sales channels online and offline in China.
Under the terms of the partnership RLG is to receive 80% of the net profits from the operations of RLG Marketplace and AULife
is incentivised to maximise sales and overall performance through the vesting of Performance Rights based on achievement of
profits directly attributable to AULife (with the effect being if, within the first 12 months of the Performance Rights being issued,
the operating entity achieves $1,333,320 or more of net profit from sales revenue directly attributable to AULife, then 40,000,000
Performance Rights will vest). Additionally, AULife may earn the right for an additional 18,000,000 Performance Rights to vest
upon the achievement of RLG market capitalisation valuation targets and revenue generating contracts.
RLG / 2023Annual Report 7
DIRECTORS’ REPORT (continued)
Review of operations (continued)
RLG Marketplace is already generating additional revenue streams through new product sales, which is expected to continue to
expand through the provision of digital marketing, social media and e-commerce store operations to a new and targeted client
base.
During Q1 FY2024, RLG Marketplace entered into an agreement to source and supply products to be sold in China both online
and through physical pharmacies and stores of Shanghai No.1 Pharmaceuticals Co., Ltd which advises it has been appointed as
one of the first three pilot “dual-channel” (online and offline) pharmacies in Shanghai.
The agreement to source and supply a range of goods including food, health and well-being, nutritional and beauty care products
to be sold in China online and in the extensive physical store network of Shanghai No.1 Pharmaceuticals Co., Ltd, which is a
diversified pharmaceutical distribution enterprise, operating wholesale and retail businesses, delivered $2.9m in product orders
within the first month of the partnership which was announced 30 August 2023.
During the year, RLG completed the product design, formulation and development of the Company’s own Food and Health and
Wellbeing Brand, launched with a range of products to be sold under the VORA brand name.
The VORA brand and product range has been developed based on demand identified by RLG’s online sales platforms and
digital marketing systems in the Australian and Chinese markets and services the strongly growing global demand for healthy,
sustainable, food products and the existing and forecast demand for plant proteins.
With this and other completed development projects which were fully expensed in FY2023 and together with concluding business
partnerships, direct operating costs are expected to reduce by approximately $781k.
With the consideration of non-cash items of $114k and expected impact of cost reductions within the Company, the below
Adjusted EBITDA reflects the position from which the Company has charted a path to deliver profitability via revenue growth
without a corresponding increase in fixed expenses.
Adjusted EBITDA for Product Development & Non-Ongoing Business
$'000s
Loss for Year after Income Tax
Product Development Completed & Non-Continuing Projects
Non Cash Items
Adjusted EBITDA
(2,327)
781
114
(1,432)
The partnership with AULife has forecast for AULife to deliver $1,333,320 in net profit from sales in the first 12 months of
business operations which RLG is to receive 80%, or $1,066,656 in net profit contribution.
RLG / 2023 Annual Report 8
DIRECTORS’ REPORT (continued)
Review of operations (continued)
The Company’s operations have now reached a level of maturity and with identified demand for products it provides in China,
the Company is able to clearly identify the application of working capital and the return on that applied capital to achieve higher
margins based on increased volume of sales.
Subsequent to year end, the Company secured an additional $1.6M of funding by way of combination of Convertible Loans of
$1,200,000 and $400,000 in unsecured loans from directors to fast track growth.
The Company continues to investigate available working capital which the Company forecasts, based on actual results to date,
would provide a meaningful contribution towards profitability.
RLG Working Capital & Profit Contribution
$5,000,000
$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
$0
Working Capital Facility
Profit Contribution
FY20
Based on current product demand and sales channel analysis the Company expects the application of available capital to
further drive sales revenue and profitable returns for the Company on the basis set out in the chart, RLG Working Capital & Profit
Contribution.
RLG / 2023Annual Report 9
DIRECTORS’ REPORT (continued)
OPERATING RESULTS FOR THE YEAR
The Group has earned revenue from continuing operations of $12,320,889 (30 June 2022: $16,930,186) with cash receipts of
$12,093,533, (30 June 2022: $14,064,730) with the consolidated loss attributable to members of the Group being $2,326,748, (30
June 2022: $2,648,387) which includes non-cash based items totalling $114,266.
Despite being impacted by Covid-19 lockdowns in its key market of China and global supply chain delays with increased costs
for large parts of the year, RLG has maintained sales performance and improvement in other business metrics linked directly to
delivery and importantly improved P/L financial performance by $321,639.
The increased logistics and supply costs and associated delays in delivery of product in market during the year adversely
impacted the Company’s profit and loss performance, however the Company was able to record a 12% improvement in profit and
loss performance for FY2023. The Company has also recorded an increase in the gross profit margin which will remain a strong
focus for the Company in FY2024.
Impacted by the challenges presented for the first half of the year, which adversely effected sales and brought additional
expenses, cash receipts from customers was $12,093,533, which was down 14% from the previous year.
Net cash outflow from operating activities improved by 60% to ($1,576,600) compared to 30 June 2022: ($3,986,512).
Cash receipts from Customers
Net cash outflow from operating activities
2023
$'000
$ 12,093
$ (1,577)
2022
$'000
Change
$ 14,064
$ (3,987)
-14%
+60%
Other expenses are $502,261 higher than last year. This includes a one-off bad debt expense of $162,197 due to the write-
off of a receivable inherited on the acquisition of QBID Pty Ltd in October 2019. Other income includes a one-off income on
extinguishment of a financial liability which is related to a financial liability inherited on the acquisition of QBID Pty Ltd. Other
expenses for the year ended 30 June 2022 included a one-off reversal of an accrual of $52,500 for anticipated legal costs
connected to the QBID acquisition which never eventuated.
Other expenses also include $41,488 in interest costs paid on the working capital facility with Saxby Investments Pty Ltd, of
which $600,000 has been drawn down and applied by the Company during the year.
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 of this report.
RLG / 2023 Annual Report 10
DIRECTORS’ REPORT (continued)
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.
SIGNIFICANT EVENTS AFTER BALANCE DATE
On 14 July 2023, the Company entered into a convertible note agreement with existing shareholder Xiaodan Wu ( A Hong Kong
Based substantial shareholder in RLG), the key terms are as follows:
• Amount $200,000
• 8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
• 5 Full Paid Ordinary shares in RLG will be issued to the lender for every A$1.00 loaned.
• Term is 12 months.
• Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the Term.
• RIG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
• Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share.
•
If at any time RLG repays the whole or any part of the Loan by way of an issue of RLG Shares then RLG
may, for the purpose of calculating the number of RLG Shares to be issued, reduce directly from the value
of the relevant loan amount any amounts paid by RLG to that point as interest in respect of the relevant
loan amount.
• The Loan will be secured by a charge over RLG’s inventory, receivable amounts, prepayments, and deposits,
capped at the value Of the Loan amount.
On 14 July 2023, the Company entered into a unsecured loan agreement with Directors, The key terms are as follow:
• A line of credit of $400,000, being $200,000 from Bryan Carr and $200,000 from Warren Barry, to be drawn
for sale of productions into China.
• Repayment per transaction, typically 90 days terms for repayment to be agreed between lender and
Borrower on a case-by-case basis.
• 10% per annum interest rate accrues on the loan amount drawn down, payable in arrears.
On 27 September 2023, the Company entered into a convertible note agreement with Westcap Pty Ltd, the key terms are as
follows:
• Amount $1,000,000
• 8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
• Provision of 2,000,000 Fully Paid Ordinary Shares in RLG (RLG Shares) to be issued to the lender upon
execution.
• Term is 13 months.
• Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the Term,
or to repaid at the end of the Term.
• RLG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
• Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share.
• The Loan will be secured by a charge over RLG’s inventory directly purchased with and capped at the value
of the Loan amount.
There has been no other 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.
RLG / 2023Annual Report DIRECTORS’ REPORT (continued)
11
SIGNIFICANT EVENTS AFTER BALANCE DATE (CONTINUED)
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 2023, 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.
Number of meetings held:
Board Meetings
6
Grant Pestell
Shenny Ruan
Warren Barry
Bryan Carr
Number of meetings
attended:
Number of meetings
eligible to attend:
6
5
6
6
6
6
6
6
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.
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 controlled are:
Directors
Grant Pestell
Bryan Carr
Warren Barry
Shenny Ruan
Fully paid
ordinary shares
Number
Share
options
Number
Performance
shares
Number
9,909,959
18,950,000
29,650,801
-
58,510,760
-
-
-
-
-
4,666,667
17,500,000
10,500,000
2,333,334
35,000,001
RLG / 2023 Annual Report 12
DIRECTORS’ REPORT (continued)
UNISSUED SHARES UNDER OPTION
At the date of this report unissued ordinary shares of the Company under option are:
Date options granted
Number of
shares under
option
Exercise price of
option
Expiry date of
option
30 December 2021
34,807,691
$0.05
30 November 2024
SHARES ISSUED DURING OR SINCE THE END OF THE YEAR AS A
RESULT OF EXERCISE OF OPTIONS
No 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 2023 and is included on page 14.
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 26 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.
RLG / 2023Annual Report DIRECTORS’ REPORT (continued)
13
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 26
and forms part of this directors’ report for the year ended 30 June 2022.
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, 29 September 2023
RLG / 2023 Annual Report 14
REMUNERATION REPORT
REMUNERATION REPORT (Continued)
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 ended 30 June 2023. The information provided
in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
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.
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
Ye (Shenny) Ruan
Bryan Carr
Warren Barry
Executives
Non-Executive Chairman
Non-Executive Director (appointed 27 July 2021)
Managing Director and Chief Executive Officer
Executive Sales Director
Jyotika Gondariya
Chief Financial Officer and Joint Company Secretary
Except as noted, the named persons held their current positions for the whole of the financial year and since the financial
year.
Remuneration philosophy
The performance of the Company depends upon the quality of the directors and executives. The philosophy of the
Company in determining remuneration levels is to:
committees.
•
•
•
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.
duties of a director.
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.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration
is separate and distinct.
Use of remuneration consultants
Independent external advice is sought from remuneration consultants as required. No advice was sought for remuneration
during the financial year.
Non-executive director remuneration
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.
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
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 successful re-election by the Company shareholders.
•
Fixed fee:
- Mr Pestell: A$71,175 per annum; and
- Ms Ruan: A$45,000 per annum plus superannuation
Mr Pestell and Ms Ruan have received Performance Shares (as disclosed in Note 20) as incentivisation. The conversion of
the Performance Shares is conditional upon the achievement of certain milestones. Each Performance Share converts to
one fully paid ordinary share upon conversion.
The non-executive directors may be entitled to such additional fees or other amounts as the board determines (in its
absolute discretion) where performing special duties or otherwise performing services outside the scope of the ordinary
The non-executive directors may also be reimbursed for out-of-pocket expenses incurred as a result of their respective
directorships or any special duties upon production of the relevant receipts.
The non-executive directors are expected to attend regular board meetings involving a minimum commitment of 10 hours
per month, as well as attending the annual general meeting of the Company and informal meetings and consider general
correspondence from time to time.
13
14
RLG / 2023Annual Report
15
REMUNERATION REPORT (Continued)
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration
is separate and distinct.
Use of remuneration consultants
Independent external advice is sought from remuneration consultants as required. No advice was sought for remuneration
during the financial year.
Non-executive director remuneration
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.
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 successful re-election by the Company shareholders.
•
Fixed fee:
- Mr Pestell: A$71,175 per annum; and
- Ms Ruan: A$45,000 per annum plus superannuation
Mr Pestell and Ms Ruan have received Performance Shares (as disclosed in Note 20) as incentivisation. The conversion of
the Performance Shares is conditional upon the achievement of certain milestones. Each Performance Share converts to
one fully paid ordinary share upon conversion.
The non-executive directors may be entitled to such additional fees or other amounts as the board determines (in its
absolute discretion) where performing special duties or otherwise performing services outside the scope of the ordinary
duties of a director.
The non-executive directors may also be reimbursed for out-of-pocket expenses incurred as a result of their respective
directorships or any special duties upon production of the relevant receipts.
The non-executive directors are expected to attend regular board meetings involving a minimum commitment of 10 hours
per month, as well as attending the annual general meeting of the Company and informal meetings and consider general
correspondence from time to time.
14
RLG / 2023 Annual Report
16
REMUNERATION REPORT (Continued)
REMUNERATION REPORT (Continued)
Executive director and senior manager remuneration
Executive Director Consultancy Agreements (continued)
Remuneration consists of fixed remuneration and variable remuneration (comprising short-term and long-term incentive
schemes).
(b)
Executive Sales Director
The terms and conditions of the employment contract entered into between the Company and Mr Barry are as
follows:
Commencement date:
1 October 2020;
Term:
The employment contract continues until either party terminates by giving the other
not less than three months' prior notice in writing;
Fixed fee:
$273,750 per annum (including superannuation), reviewable annually;
Equity incentivisation:
Mr Barry has received Performance Shares (as set out in the below table) as
incentivisation. The conversion of the Performance Shares is conditional upon the
achievement of certain milestones, (each Performance Share converts to one fully
paid ordinary share upon conversion);
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, Mr
Barry 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 him 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).
Fixed Remuneration
Fixed remuneration is reviewed annually by the board. The process consists of a review of relevant comparative
remuneration in the market and internally and, where appropriate, external advice on policies and practices. The board has
access to external, independent advice where necessary.
Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash
and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen
will be 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 2023.
Variable Remuneration
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;
Fixed fee:
$273,750 per annum, reviewable annually;
Equity incentivisation:
Mr Carr has received Performance Shares (as set out in the below table) as
incentivisation. The conversion of the Performance Shares is conditional upon the
achievement of certain milestones, (each Performance Share converts to one fully
paid ordinary share upon conversion);
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 him within the course of his consultancy
services; and
Non-solicitation:
Mr Carr will not, for a period of 24 months after termination of consultancy agreement,
solicit any customer or employee of the Group (other than in connection with
businesses which are not competitive with those operated by the Group).
15
16
RLG / 2023Annual Report
17
REMUNERATION REPORT (Continued)
Executive Director Consultancy Agreements (continued)
(b)
Executive Sales Director
The terms and conditions of the employment contract entered into between the Company and Mr Barry are as
follows:
Commencement date:
1 October 2020;
Term:
The employment contract continues until either party terminates by giving the other
not less than three months' prior notice in writing;
Fixed fee:
$273,750 per annum (including superannuation), reviewable annually;
Equity incentivisation:
Mr Barry has received Performance Shares (as set out in the below table) as
incentivisation. The conversion of the Performance Shares is conditional upon the
achievement of certain milestones, (each Performance Share converts to one fully
paid ordinary share upon conversion);
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, Mr
Barry 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 him 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).
16
RLG / 2023 Annual Report
18
REMUNERATION REPORT (Continued)
REMUNERATION REPORT (Continued)
Other Key Management Personnel Employment Contracts
Remuneration of Key Management Personnel
(a)
Chief Financial Officer and Joint Company Secretary’s contract
The terms and conditions of the employment contract entered into between the Company and Mrs Gondariya are
as follows:
30 June 2023
Short-term employee
employment
Post-
Share-
based
benefits
benefits
payments¹
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:
$240,000 per annum plus superannuation, reviewable by the Company from time to
time;
Equity incentivisation:
Mrs Gondariya will receive Performance Shares as incentivisation. The conversion of
the Performance Shares is conditional upon the achievement of certain milestones,
(each Performance Share converts to one fully paid ordinary share upon conversion);
Performance bonus scheme: Subject to meeting key performance measures, which will be set by the board, Mrs
Gondariya will be eligible every 12 months for a lump sum bonus payment of $10,000
payable in cash and to participate in Company’s performance bonus scheme.
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
Non-solicitation:
Mrs Gondariya will not, for a period of 24 months after termination of employment,
solicit any customer or employee of the Company (other than in connection with
businesses which are not competitive with those operated by the Company).
Relative proportions of
remuneration of KMP that
are linked to performance
Remuneration
Fixed
linked to
Shares /
Super
Share options
TToottaall
remuneration
performance
$
$$
%
%
Salary &
fees
$
71,175
45,000
273,750
250,000
Other
$
-
-
-
$
-
4,725
10,867
5,433
8822,,004422
5555,,115588
-
40,749 331144,,449999
568
12,855
24,449
228877,,887722
87%
90%
87%
91%
13%
10%
13%
9%
89%
11%
Jyotika Gondariya 2
240,000
887799,,992255
10,000
1100,,556688
24,742
4422,,332222
21,476 229966,,221188
110022,,997744 11,,003355,,778899
¹ Share-based payments to Directors and Executives comprise of the vested component of performance shares granted
in the previous financial year. The performance shares were valued at the closing market price on grant date as disclosed
Directors
Grant Pestell
Ye Ruan
Bryan Carr
Warren Barry
Executives
in Note 20.
2 Other benefits for Mrs Gondariya comprise a cash bonus of $10,000. The amount remains unpaid and is included in
amounts payable as at 30 June 2023.
17
18
RLG / 2023Annual Report
19
REMUNERATION REPORT (Continued)
Remuneration of Key Management Personnel
30 June 2023
Short-term employee
benefits
Post-
employment
benefits
Share-
based
payments¹
Relative proportions of
remuneration of KMP that
are linked to performance
Salary &
fees
$
71,175
45,000
273,750
250,000
Directors
Grant Pestell
Ye Ruan
Bryan Carr
Warren Barry
Executives
Super
Shares /
Share options
$
Fixed
remuneration
Remuneration
linked to
performance
%
%
TToottaall
$$
Other
$
-
-
-
$
-
4,725
10,867
5,433
8822,,004422
5555,,115588
-
40,749 331144,,449999
568
12,855
24,449
228877,,887722
87%
90%
87%
91%
13%
10%
13%
9%
89%
11%
Jyotika Gondariya 2
240,000
887799,,992255
10,000
1100,,556688
24,742
4422,,332222
21,476 229966,,221188
110022,,997744 11,,003355,,778899
¹ Share-based payments to Directors and Executives comprise of the vested component of performance shares granted
in the previous financial year. The performance shares were valued at the closing market price on grant date as disclosed
in Note 20.
2 Other benefits for Mrs Gondariya comprise a cash bonus of $10,000. The amount remains unpaid and is included in
amounts payable as at 30 June 2023.
18
RLG / 2023 Annual Report
20
REMUNERATION REPORT (Continued)
REMUNERATION REPORT (Continued)
Remuneration of Key Management Personnel (continued)
Employee share, right and option plans
Options granted as compensation
No options were granted as compensation during the current year and previous year.
Performance rights granted as compensation
No performance rights were granted as compensation during the current year.
30 June 2023
30 June 2022
Directors
Grant Pestell
Shenny Ruan
Bryan Carr
Warren Barry2
As approved at the Company’s 2021 Annual General Meeting, required under Listing Rule 10.14, the following performance
rights were issued to Directors.
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
ggrraanntt ddaattee
29 November 2021
1 December 2024
29 November 2021
1 December 2024
22,500,000
29 November 2021
1 December 2024
13,500,000
29 November 2021
1 December 2024
(i) Performance rights issued to Directors were issued in various tranches with different vesting dates attached to each tranche.
Refer to Note 19 for further details.
The following performance rights were issued to the Executives during FY2022:
FFaaiirr
vvaalluuee
ppeerr rriigghhtt aatt
(i)
(i)
(i)
(i)
$0.022
$0.022
$0.022
$0.022
FFaaiirr
vvaalluuee
ppeerr rriigghhtt aatt
NNuummbbeerr
ooff rriigghhttss
ggrraanntteedd
6,000,000
3,000,000
NNuummbbeerr
ooff rriigghhttss
ggrraanntteedd
Executives
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
ggrraanntt ddaattee
(i) The performance rights issued to Executives were issued in three tranches and vest as follows:
-
-
-
1,000,000 performance rights vest on 31 August 2022;
1,000,000 performance rights vest on 31 August 2023; and
1,000,000 performance rights vest on 31 August 2024.
30 June 2022
Short-term employee
benefits
Post-
employment
benefits
Share-
based
payments
Salary &
fees
$
71,175
3,115
41,942
273,750
248,864
Other
$
-
-
-
136,875
124,432
Super
$
Shares /
Share options
$
TToottaall
$$
-
25,201
9966,,337766
312
-
4,194
12,602
33,,442277
5588,,773388
-
110,702 552211,,332277
37,330
67,501
447788,,112277
Directors
Grant Pestell
Tim Allison
Ye Ruan
Bryan Carr ¹
Warren Barry2
Executives
Jyotika Gondariya 3
Russell Francis 4
200,272
90,580
16,000
21,627
12,394 225500,,229933
-
6,667
2,600
9999,,884477
992299,,669988
227777,,330077
7700,,113300
223311,,000000 11,,550088,,113355
Relative proportions of
remuneration of KMP that
are linked to performance
Fixed
remuneration
Remuneration
linked to
performance
%
%
74%
100%
79%
53%
60%
89%
97%
26%
0%
21%
47%
40%
11%
3%
¹ Other benefits for Mr Carr comprise of a cash bonus of $136,875. The amount remains unpaid and is included in amounts payable as
at 30 June 2022.
Share-based payments for Mr Carr comprise of:
-
-
$16,195 accelerated vested component of Executive options granted in the previous financial year and ccaanncceelllleedd during the
financial year;
$94,507 vested component of performance shares granted in the current financial year.
The Executive options were valued using the Monte Carlo model taking into account the inputs as disclosed in Note 19. The
performance shares were valued at the closing market price on grant date as disclosed in Note 19.
2 Other benefits for Mr Barry comprise of a cash bonus of $124,432. The amount remains unpaid and is included in amounts payable as
Jyotika Gondariya
3,000,000
28 February 2022
28 February 2029
(i)
$0.022
at 30 June 2022.
Superannuation benefits for Mr Barry comprise of the statutory superannuation on salary of $24,887 and superannuation payable of
$12,443 on the unpaid bonus. Superannuation payable is included in amounts payable as at 30 June 2022.
Share-based payments for Mr Barry comprise of:
-
-
$10,797 accelerated vested component of Executive options granted in the previous financial year and ccaanncceelllleedd during the
financial year;
$56,704 vested component of performance shares granted in the current financial year.
The Executive options were valued using the Monte Carlo model taking into account the inputs as disclosed in Note 19. The
performance shares were valued at the closing market price on grant date as disclosed in Note 19.
3 Other benefits for Mrs Gondariya comprise a cash bonus of $16,000. The amount remains unpaid and is included in amounts payable
as at 30 June 2022.
Share-based payments to Mrs Gondariya comprise of the performance shares granted in the current financial year. The performance
shares were valued at the closing market price on grant date as disclosed in Note 19.
4 Share-based payments to Mr Francis consisted of 800,000 shares granted in satisfaction of past services. These shares were
recognised as a shared based payment expense in the financial year ended 30 June 2021. A further 200,000 shares were granted in
satisfaction of services provided during the period. The shares were valued at closing market price on grant date.
19
20
RLG / 2023Annual Report
REMUNERATION REPORT (Continued)
21
Employee share, right and option plans
Options granted as compensation
No options were granted as compensation during the current year and previous year.
Performance rights granted as compensation
30 June 2023
No performance rights were granted as compensation during the current year.
30 June 2022
As approved at the Company’s 2021 Annual General Meeting, required under Listing Rule 10.14, the following performance
rights were issued to Directors.
Directors
Grant Pestell
Shenny Ruan
Bryan Carr
Warren Barry2
NNuummbbeerr
ooff rriigghhttss
ggrraanntteedd
6,000,000
3,000,000
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
FFaaiirr
vvaalluuee
ppeerr rriigghhtt aatt
ggrraanntt ddaattee
29 November 2021
1 December 2024
29 November 2021
1 December 2024
22,500,000
29 November 2021
1 December 2024
13,500,000
29 November 2021
1 December 2024
(i)
(i)
(i)
(i)
$0.022
$0.022
$0.022
$0.022
(i) Performance rights issued to Directors were issued in various tranches with different vesting dates attached to each tranche.
Refer to Note 19 for further details.
The following performance rights were issued to the Executives during FY2022:
Executives
NNuummbbeerr
ooff rriigghhttss
ggrraanntteedd
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
vvaalluuee
FFaaiirr
ppeerr rriigghhtt aatt
ggrraanntt ddaattee
Jyotika Gondariya
3,000,000
28 February 2022
28 February 2029
(i)
$0.022
(i) The performance rights issued to Executives were issued in three tranches and vest as follows:
-
-
-
1,000,000 performance rights vest on 31 August 2022;
1,000,000 performance rights vest on 31 August 2023; and
1,000,000 performance rights vest on 31 August 2024.
20
RLG / 2023 Annual Report
22
REMUNERATION REPORT (Continued)
REMUNERATION REPORT (Continued)
Key management personnel equity holdings
Key management personnel equity holdings (continued)
Fully paid ordinary shares
Fully paid ordinary shares (continued)
BBaallaannccee aatt
bbeeggiinnnniinngg ooff
yyeeaarr
NNuummbbeerr
CCoonnvveerrssiioonn ooff vveesstteedd
ppeerrffoorrmmaannccee rriigghhtt
NNuummbbeerr
AAccqquuiirreedd oonn
mmaarrkkeett
DDiissppoossaall oonn
mmaarrkkeett
BBaallaannccee aatt eenndd ooff
yyeeaarr
BBaallaannccee
hheelldd
nnoommiinnaallllyy
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
30 June
2023
DDiirreeccttoorrss
Grant Pestell
1
Ye Ruan
Warren Barry
EExxeeccuuttiivveess
Jyotika
Gondariya
Bryan Carr
12,750,000
8,576,626
-
25,325,267
1,333,333
666,666
5,000,000
3,000,000
229,090
4466,,888800,,998833
1,000,000
1100,,999999,,999999
-
(666,666)
-
-
1,200,000
1,325,534
-
-
-
-
22,,552255,,553344
((666666,,666666))
9,909,959
-
18,950,000
29,650,801
1,229,090
5599,,773399,,885500
-
-
-
-
-
--
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 2,045,847 ordinary shares in the
Company.
30 June 2022
Balance at
beginning of year
Vendor
Shares Net change other
Balance at end of
year
Balance held
nominally
Number
Number
Number
Number
Number
DDiirreeccttoorrss
Grant Pestell 1
Tim Allison
Ye Ruan
Bryan Carr
Warren Barry
EExxeeccuuttiivveess
Jyotika Gondariya
Russell Francis 2
7,076,626
-
-
12,250,000
24,107,142
-
-
4433,,443333,,776688
-
-
-
-
-
1,500,000
8,576,626
-
-
-
-
500,000
12,750,000
1,218,125
25,325,267
229,090
1,000,000
11,,222299,,009900
-
-
229,090
1,000,000
33,,221188,,112255
4477,,888800,,998833
-
-
-
-
-
-
-
--
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 Mr Francis was issued 1,000,000 ordinary shares during the period. Of these, 800,000 shares were granted in satisfaction of past services
and 200,000 shares related to services provided during the period.
21
Share options
30 June 2023
BBaallaannccee aatt
bbeeggiinnnniinngg ooff
yyeeaarr
NNuummbbeerr
Grant Pestell
1,500,000
(1,500,000)
LLaappsseedd
NNuummbbeerr
BBaallaannccee aatt
eenndd ooff yyeeaarr
BBaallaannccee vveesstteedd
VVeesstteedd bbuutt nnoott
aatt eenndd ooff yyeeaarr
eexxeerrcciissaabbllee
VVeesstteedd aanndd
eexxeerrcciissaabbllee
OOppttiioonnss vveesstteedd
dduurriinngg tthhee yyeeaarr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
DDiirreeccttoorrss
Ye Ruan
Bryan Carr
Warren Barry
EExxeeccuuttiivveess
Jyotika
Gondariya
DDiirreeccttoorrss
Grant Pestell
Tim Allison
Ye Ruan
Bryan Carr
EExxeeccuuttiivveess
Jyotika
Gondariya
Russell Francis
11,,550000,,000000
((11,,550000,,000000))
30 June 2022
Balance at
beginning of
Received as
year
free-attaching
Balance at
end of year
Balance
vested at
Vested but
not
end of year
exercisable
Vested and
exercisable
Number
Number
Number
Number
Number
Number
Number
Lapsed
Number
Options
vested
during
the year
5,850,000
(4,350,000)
1,500,000
1,500,000
1,500,000
Warren Barry
9,000,000
(8,000,000)
(1,000,000)
13,642,857
(12,000,000)
(1,642,857)
-
-
-
-
-
--
-
-
-
-
-
--
-
-
-
-
-
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2288,,449922,,885577
((2200,,000000,,000000))
((66,,999922,,885577))
11,,550000,,000000
11,,550000,,000000
11,,550000,,000000
1 For the options cancelled during prior year, the Group has accelerated the vesting with the remaining expense recognised in the previous
financial year.
the employee share option plan.
Where applicable, all share options issued to key management personnel were made in accordance with the provisions of
No options were exercised by key management personnel during the current or previous financial year.
-
-
-
-
-
--
-
-
-
-
22
RLG / 2023Annual Report
23
REMUNERATION REPORT (Continued)
Key management personnel equity holdings (continued)
Fully paid ordinary shares (continued)
Share options
30 June 2023
DDiirreeccttoorrss
BBaallaannccee aatt
bbeeggiinnnniinngg ooff
yyeeaarr
NNuummbbeerr
LLaappsseedd
NNuummbbeerr
BBaallaannccee aatt
eenndd ooff yyeeaarr
BBaallaannccee vveesstteedd
aatt eenndd ooff yyeeaarr
VVeesstteedd bbuutt nnoott
eexxeerrcciissaabbllee
VVeesstteedd aanndd
eexxeerrcciissaabbllee
OOppttiioonnss vveesstteedd
dduurriinngg tthhee yyeeaarr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr
Grant Pestell
1,500,000
(1,500,000)
Ye Ruan
Bryan Carr
Warren Barry
EExxeeccuuttiivveess
Jyotika
Gondariya
-
-
-
-
-
11,,550000,,000000
((11,,550000,,000000))
-
-
-
-
-
--
-
-
-
-
-
--
-
-
-
-
-
--
-
-
-
-
-
--
-
-
-
-
-
--
30 June 2022
DDiirreeccttoorrss
Grant Pestell
Tim Allison
Ye Ruan
Bryan Carr
Balance at
beginning of
year
Received as
free-attaching
Number
Number
Lapsed
Number
Balance at
end of year
Balance
vested at
end of year
Vested but
not
exercisable
Vested and
exercisable
Options
vested
during
the year
Number
Number
Number
Number
Number
5,850,000
-
-
-
-
-
-
-
(4,350,000)
1,500,000
1,500,000
13,642,857
(12,000,000)
(1,642,857)
Warren Barry
9,000,000
(8,000,000)
(1,000,000)
EExxeeccuuttiivveess
Jyotika
Gondariya
Russell Francis
-
-
-
-
-
-
2288,,449922,,885577
((2200,,000000,,000000))
((66,,999922,,885577))
11,,550000,,000000
11,,550000,,000000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
--
1,500,000
-
-
-
-
-
-
11,,550000,,000000
-
-
-
-
-
-
-
--
1 For the options cancelled during prior year, the Group has accelerated the vesting with the remaining expense recognised in the previous
financial year.
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.
22
RLG / 2023 Annual Report
24
REMUNERATION REPORT (Continued)
REMUNERATION REPORT (Continued)
Key management personnel equity holdings (continued)
Loans to key management personnel
No loans have been provided to any member of the Group’s key management personnel in the year.
Performance rights and Performance Shares
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
2023
$
2022
$
3366,,669900
3366,,669900
23,134
23,134
END OF REMUNERATION REPORT
30 June 2023
DDiirreeccttoorrss
Grant Pestell
Ye Ruan
Bryan Carr
Warren Barry
EExxeeccuuttiivveess
Jyotika Gondariya
BBaallaannccee aatt
bbeeggiinnnniinngg ooff
yyeeaarr
GGrraanntteedd dduurriinngg
tthhee yyeeaarr
CCoonnvveerrtteedd
dduurriinngg tthhee yyeeaarr
NNeett cchhaannggee
ootthheerr
NNuummbbeerr
NNuummbbeerr
NNuummbbeerr 11
NNuummbbeerr
BBaallaannccee aatt eenndd
ooff yyeeaarr
NNuummbbeerr
6,000,000
3,000,000
22,500,000
13,500,000
3,000,000
4488,,000000,,000000
-
-
-
-
-
--
(1,333,333)
(666,666)
(5,000,000)
(3,000,000)
(1,000,000)
((1100,,999999,,999999))
-
-
-
-
-
--
4,666,667
2,333,334
17,500,000
10,500,000
2,000,000
3377,,000000,,000011
1 The company has entered into performance rights based payment arrangement with Directors and Executives in previous year. The
performance rights exercised are disclosed in Note 20.
30 June 2022
DDiirreeccttoorrss
Grant Pestell
Tim Allison
Ye Ruan
Bryan Carr
Warren Barry
EExxeeccuuttiivveess
Jyotika Gondariya
Russell Francis
Balance at
beginning of
year
Converted
Vendor
during the year
Net change
other
Number
Shares
Number 1
Number
Balance at end
of year
Number
-
-
-
-
-
-
-
--
6,000,0001
-
3,000,0001
22,500,0001
13,500,0001
3,000,0002
-
4488,,000000,,000000
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
--
6,000,000
-
3,000,000
22,500,000
13,500,000
3,000,000
-
4488,,000000,,000000
1 The company has entered into performance rights based payment arrangement with Directors in prior year. The performance rights
granted were in three tranches with separate market and non- market conditions for each tranche as disclosed in Note 20.
2 The company has entered into performance rights based payment arrangement with Executives in prior year. Further details are
disclosed in Note 20.
The conditions for those performance shares were achieved during the year and therefore the ordinary shares have been
issued.
23
24
RLG / 2023Annual Report
25
REMUNERATION REPORT (Continued)
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
2023
$
2022
$
3366,,669900
3366,,669900
23,134
23,134
END OF REMUNERATION REPORT
END OF REMUNERATION REPORT
24
RLG / 2023 Annual Report
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of RooLife Group Limited for the
year ended 30 June 2023, 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
29 September 2023
D I Buckley
Partner
26
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
CCoonnttiinnuuiinngg ooppeerraattiioonnss
Revenue
Other income
Direct product, logistics and marketing costs
Staff and contactor costs of providing goods and services
Other costs of providing goods and services
Depreciation expense
Amortisation expense
Impairment of assets
Share based payment expense
Business development costs
Consulting and investor relation fees
Employee costs
Other expenses
LLoossss bbeeffoorree iinnccoommee ttaaxx
Income tax benefit
NNeett lloossss ffoorr 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 iinnccoommee// ((lloossss)) ffoorr tthhee yyeeaarr,, nneett ooff
iinnccoommee ttaaxx
22002233
$$
2022
$
1122,,332200,,888899
336644,,224466
1122,,668855,,113355
((99,,992288,,994455))
((11,,220033,,772299))
((222266,,119999))
((1122,,116633))
((4422,,225544))
((1133,,778899))
((112277,,997744))
((333322,,778855))
((555522,,774455))
((11,,448800,,336666))
((11,,009900,,993344))
16,930,186
61,709
16,991,895
(13,880,944)
(1,573,451)
(393,265)
(13,813)
(20,229)
(68,702)
(236,150)
(533,279)
(624,812)
(1,706,964)
(588,673)
((22,,332266,,774488))
(2,648,387)
--
-
((22,,332266,,774488))
(2,648,387)
3399,,662266
113,452
3399,,662266
113,452
Notes
2, 4
2
12
13
11
20
2
3
5
5
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
((22,,228877,,112222))
(2,534,935)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
((00..3333))
((00..3333))
(0.39)
(0.39)
The accompanying notes form part of these financial statements
26
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
27
CCoonnttiinnuuiinngg ooppeerraattiioonnss
Revenue
Other income
Direct product, logistics and marketing costs
Staff and contactor costs of providing goods and services
Other costs of providing goods and services
Depreciation expense
Amortisation expense
Impairment of assets
Share based payment expense
Business development costs
Consulting and investor relation fees
Employee costs
Other expenses
LLoossss bbeeffoorree iinnccoommee ttaaxx
Income tax benefit
NNeett lloossss ffoorr 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 iinnccoommee// ((lloossss)) ffoorr tthhee yyeeaarr,, nneett ooff
iinnccoommee ttaaxx
Notes
2, 4
2
12
13
11
20
2
3
22002233
$$
2022
$
1122,,332200,,888899
336644,,224466
1122,,668855,,113355
((99,,992288,,994455))
((11,,220033,,772299))
((222266,,119999))
((1122,,116633))
((4422,,225544))
((1133,,778899))
((112277,,997744))
((333322,,778855))
((555522,,774455))
((11,,448800,,336666))
((11,,009900,,993344))
16,930,186
61,709
16,991,895
(13,880,944)
(1,573,451)
(393,265)
(13,813)
(20,229)
(68,702)
(236,150)
(533,279)
(624,812)
(1,706,964)
(588,673)
((22,,332266,,774488))
(2,648,387)
--
-
((22,,332266,,774488))
(2,648,387)
3399,,662266
113,452
3399,,662266
113,452
TToottaall ccoommpprreehheennssiivvee lloossss ffoorr tthhee yyeeaarr
((22,,228877,,112222))
(2,534,935)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
5
5
((00..3333))
((00..3333))
(0.39)
(0.39)
The accompanying notes form part of these financial statements
26
RLG / 2023 Annual Report
28
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2023
For the year ended 30 June 2023
Notes
22002233
$$
2022
$
YYeeaarr eennddeedd 3300 JJuunnee 22002233
AAsssseettss
CCuurrrreenntt aasssseettss
Cash and cash equivalents
Trade and other receivables
Financial asset
Other current assets
Inventories
TToottaall ccuurrrreenntt aasssseettss
NNoonn--ccuurrrreenntt aasssseettss
Property, plant and equipment
Deferred tax assets
Financial asset non-current
Other intangible assets
Goodwill
TToottaall nnoonn--ccuurrrreenntt aasssseettss
TToottaall aasssseettss
LLiiaabbiilliittiieess
CCuurrrreenntt lliiaabbiilliittiieess
Trade and other payables
Short-term borrowing
Deferred revenue
TToottaall ccuurrrreenntt lliiaabbiilliittiieess
NNoonn--ccuurrrreenntt lliiaabbiilliittiieess
Deferred tax liabilities
Provisions
TToottaall nnoonn--ccuurrrreenntt lliiaabbiilliittiieess
TToottaall lliiaabbiilliittiieess
NNeett aasssseettss
EEqquuiittyy
Issued capital
Reserves
Accumulated losses
TToottaall eeqquuiittyy
7
8
9
10
11
12
3
9
13
14
15
16
2
3
17
18
19
11,,441199,,558866
33,,776688,,661155
229977,,441144
223355,,223300
333311,,225555
2,414,299
3,979,449
50,000
399,994
271,872
66,,005522,,110000
7,115,614
1166,,338833
2211,,883399
8800,,000000
118899,,449911
22,,338899,,008855
14,781
49,633
80,000
179,538
2,389,085
22,,669966,,779988
2,713,037
88,,774488,,889988
9,828,651
33,,669900,,778888
660000,,000000
551177,,220088
3,134,540
-
566,267
44,,880077,,999966
3,700,807
2211,,883399
66,,223355
2288,,007744
49,633
6,235
55,868
44,,883366,,007700
3,756,675
33,,991122,,882288
6,071,976
3300,,772244,,000077
11,,558888,,550099
((2288,,339999,,668888))
30,411,425
1,733,491
(26,072,940)
33,,991122,,882288
6,071,976
The accompanying notes form part of these financial statements
27
27
Issued
capital
$
Notes
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses TToottaall eeqquuiittyy
$
$
$$
Balance as at 1 July 2022
30,411,425
1,777,251
(43,760)
(26,072,940)
66,,007711,,997766
-
(2,326,748)
((22,,332266,,774488))
39,626
3399,,662266
3399,,662266
((22,,332266,,774488))
((22,,228877,,112222))
19
19
312,582
(312,582)
127,974
--
112277,,997744
BBaallaannccee aass aatt 3300 JJuunnee 22002233
3300,,772244,,000077
11,,559922,,664433
((44,,113344))
((2288,,339999,,668888))
33,,991122,,882288
Balance as at 1 July 2021
27,574,463
1,705,106
(157,212)
(23,424,553)
55,,669977,,880044
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses TToottaall eeqquuiittyy
Issued
capital
$
Notes
$
$
$
$$
-
(2,648,387)
((22,,664488,,338877))
113,452
111133,,445522
111133,,445522
((22,,664488,,338877))
((22,,553344,,993355))
2,702,000
(29,043)
18
18
19
19
152,739
11,266
(152,739)
224,884
22,,770022,,000000
((2299,,004433))
--
223366,,115500
BBaallaannccee aass aatt 3300 JJuunnee 22002222
3300,,441111,,442255
11,,777777,,225511
((4433,,776600))
((2266,,007722,,994400))
66,,007711,,997766
The accompanying notes form part of these financial statements
Loss for the year
Other comprehensive
income, net of income tax
TToottaall ccoommpprreehheennssiivvee
lloossss ffoorr tthhee yyeeaarr
Conversion of performance
shares
Share-based payments
YYeeaarr eennddeedd 3300 JJuunnee 22002222
Loss for the year
Other comprehensive
income, net of income tax
TToottaall ccoommpprreehheennssiivvee
lloossss ffoorr tthhee yyeeaarr
Shares issued during the
year
Share issue costs
Conversion of performance
shares
Share-based payments
-
-
--
-
-
-
--
$
-
-
--
-
-
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RLG / 2023Annual Report
29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
YYeeaarr eennddeedd 3300 JJuunnee 22002233
Issued
capital
$
Notes
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses TToottaall eeqquuiittyy
$
$
$
$$
Balance as at 1 July 2022
30,411,425
1,777,251
(43,760)
(26,072,940)
66,,007711,,997766
Loss for the year
Other comprehensive
income, net of income tax
TToottaall ccoommpprreehheennssiivvee
lloossss ffoorr tthhee yyeeaarr
Conversion of performance
shares
Share-based payments
-
-
--
-
-
--
-
(2,326,748)
((22,,332266,,774488))
39,626
-
3399,,662266
3399,,662266
((22,,332266,,774488))
((22,,228877,,112222))
19
19
312,582
-
(312,582)
127,974
-
-
-
-
--
112277,,997744
BBaallaannccee aass aatt 3300 JJuunnee 22002233
3300,,772244,,000077
11,,559922,,664433
((44,,113344))
((2288,,339999,,668888))
33,,991122,,882288
YYeeaarr eennddeedd 3300 JJuunnee 22002222
Issued
capital
$
Notes
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses TToottaall eeqquuiittyy
$
$
$
$$
Balance as at 1 July 2021
27,574,463
1,705,106
(157,212)
(23,424,553)
55,,669977,,880044
Loss for the year
Other comprehensive
income, net of income tax
TToottaall ccoommpprreehheennssiivvee
lloossss ffoorr tthhee yyeeaarr
Shares issued during the
year
Share issue costs
Conversion of performance
shares
Share-based payments
18
18
19
19
-
-
--
2,702,000
(29,043)
-
-
--
-
-
152,739
11,266
(152,739)
224,884
-
(2,648,387)
((22,,664488,,338877))
113,452
-
111133,,445522
111133,,445522
((22,,664488,,338877))
((22,,553344,,993355))
-
-
-
-
-
-
-
-
22,,770022,,000000
((2299,,004433))
--
223366,,115500
BBaallaannccee aass aatt 3300 JJuunnee 22002222
3300,,441111,,442255
11,,777777,,225511
((4433,,776600))
((2266,,007722,,994400))
66,,007711,,997766
The accompanying notes form part of these financial statements
27
RLG / 2023 Annual Report
30
CONSOLIDATED STATEMENT OF CASHFLOWS
For the year ended 30 June 2023
CCaasshh fflloowwss ffrroomm ooppeerraattiinngg aaccttiivviittiieess
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Government grants and tax incentives
Notes
22002233
$$
2022
$
1122,,009933,,553333
((1133,,774466,,998855))
2255,,444488
((2277,,557755))
7788,,997799
14,064,730
(18,102,583)
2,959
(1,046)
49,428
NNeett ccaasshh oouuttffllooww ffrroomm ooppeerraattiinngg aaccttiivviittiieess
7
((11,,557766,,660000))
(3,986,512)
CCaasshh fflloowwss ffrroomm iinnvveessttiinngg aaccttiivviittiieess
Payments for property, plant and equipment
Proceeds (payment for) / from security deposits (net)
Payments for intellectual property
Proceeds from repayment of convertible note
NNeett ccaasshh oouuttffllooww ffrroomm iinnvveessttiinngg aaccttiivviittiieess
CCaasshh fflloowwss ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
Proceeds from issue of shares
Payments for share issue costs
Proceeds from borrowings
NNeett ccaasshh iinnffllooww ffrroomm ffiinnaanncciinngg aaccttiivviittiieess
Net decrease in cash and cash equivalents
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
7
((1144,,114444))
((1188,,552233))
((5588,,227722))
5500,,000000
((4400,,993399))
--
--
660000,,000000
660000,,000000
((11,,001177,,553399))
22,,441144,,229999
2222,,882266
11,,441199,,558866
(12,884)
(7,670)
(145,253)
-
(165,807)
2,702,000
(26,063)
-
2,675,937
(1,476,382)
3,815,089
75,592
2,414,299
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies
(a) Basis of preparation
requirements of the law.
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
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.
(b) Adoption of new and revised standards
Standards and Interpretations applicable to 30 June 2023
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. No change to group
accounting polices was required.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted,
however are not expected to have a material impact on Group accounting policies.
(c) Statement of compliance
The financial report was authorised for issue on 29 September 2023.
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).
(d) Significant accounting estimates and judgements
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.
IImmppaaiirrmmeenntt ooff ggooooddwwiillll::
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 14.
The accompanying notes form part of these financial statements
28
30
RLG / 2023Annual Report
31
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies
(a) Basis of preparation
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.
(b) Adoption of new and revised standards
Standards and Interpretations applicable to 30 June 2023
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. No change to group
accounting polices was required.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted,
however are not expected to have a material impact on Group accounting policies.
(c) Statement of compliance
The financial report was authorised for issue on 29 September 2023.
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).
(d) Significant accounting estimates and judgements
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.
IImmppaaiirrmmeenntt ooff ggooooddwwiillll::
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 14.
30
RLG / 2023 Annual Report
32
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(d) Significant accounting estimates and judgements (continued)
(f) Basis of consolidation (continued)
IImmppaaiirrmmeenntt ooff ootthheerr iinnttaannggiibblleess::
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 Group did not identify any impairment indicator and therefore no impairment of other intangibles is
required.
SShhaarree--bbaasseedd ppaayymmeenntt ttrraannssaaccttiioonnss::
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 20. For
share-based payments that contain market conditions, the fair value is determine using a Monte Carlo model, using the
assumptions detailed in Note 20.
(e) Going concern
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.
(f) Basis of consolidation
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.
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:
controlling interests.
• 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-
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 9, when applicable, the cost on initial recognition of an investment in an associate or
a joint venture.
(g) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the board of directors of RooLife Group Ltd.
(h) Foreign currency translation
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
• Qualis Holdings Pty Ltd: Wholly owned Australia subsidiary. Currency: USD
31
32
RLG / 2023Annual Report
33
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(f) Basis of consolidation (continued)
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.
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 9, when applicable, the cost on initial recognition of an investment in an associate or
a joint venture.
(g) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the board of directors of RooLife Group Ltd.
(h) Foreign currency translation
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
• Qualis Holdings Pty Ltd: Wholly owned Australia subsidiary. Currency: USD
32
RLG / 2023 Annual Report
34
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(h) Foreign currency translation (continued)
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.
(i) Revenue recognition
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.
b) Product and Platform sales
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.
33
(i) Revenue recognition (continued)
TTrraannssaaccttiioonn pprriiccee
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.
The nature of contracts or performance obligations categorised within these revenue types include the following:
PPeerrffoorrmmaannccee oobblliiggaattiioonnss
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.
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.
DDiissaaggggrreeggaattiioonn ooff rreevveennuuee
The Group disaggregates revenue from contracts with customers by contract type, which includes Digital Marketing and
Product and Platform sales as management believe this best depicts how the nature, amount, timing and uncertainty of
the Group’s revenue and cash flows.
34
RLG / 2023Annual Report
35
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(i) Revenue recognition (continued)
TTrraannssaaccttiioonn pprriiccee
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.
PPeerrffoorrmmaannccee oobblliiggaattiioonnss
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.
DDiissaaggggrreeggaattiioonn ooff rreevveennuuee
The Group disaggregates revenue from contracts with customers by contract type, which includes Digital Marketing and
Product and Platform sales as management believe this best depicts how the nature, amount, timing and uncertainty of
the Group’s revenue and cash flows.
34
RLG / 2023 Annual Report
36
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(i) Revenue recognition (continued)
CCoonnttrraacctt aasssseettss aanndd ccoonnttrraacctt lliiaabbiilliittiieess
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.
IInntteerreesstt iinnccoommee
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.
(j) Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Group will comply with all attached conditions.
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.
(k) Leases
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.
(l)
Income tax
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.
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.
(l)
Income tax (continued)
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.
(m) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
•
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statement of financial position.
Cash flows are included in the 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
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
operating cash flows.
authority.
35
36
RLG / 2023Annual Report
37
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(l)
Income tax (continued)
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.
(m) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statement of financial position.
Cash flows are included in the 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.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
36
RLG / 2023 Annual Report
38
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(n) Impairment of tangible and intangible assets other than goodwill
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.
(o) Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 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.
(p) Trade and other receivables
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 an expectation 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 profit or loss 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.
(q) Financial instruments
RReeccooggnniittiioonn aanndd ddeerreeccooggnniittiioonn
the financial instrument.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of
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.
CCllaassssiiffiiccaattiioonn aanndd iinniittiiaall mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall aasssseettss
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).
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.
expenses.
FVTPL):
•
•
flows
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
SSuubbsseeqquueenntt mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall aasssseettss
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as
they are held within a business model whose objective is to hold the financial assets to collect its contractual cash
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.
37
38
RLG / 2023Annual Report
39
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(q) Financial instruments
RReeccooggnniittiioonn aanndd ddeerreeccooggnniittiioonn
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.
CCllaassssiiffiiccaattiioonn aanndd iinniittiiaall mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall aasssseettss
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).
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging
instruments, are classified into the following categories:
fair value through profit or loss (FVTPL)
• amortised cost
•
• 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.
SSuubbsseeqquueenntt mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall aasssseettss
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.
38
RLG / 2023 Annual Report
40
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(q) Financial instruments (continued)
(q) Financial instruments (continued)
Financial assets at fair value through profit or loss (FVTPL)
Impairment of financial assets (continued)
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 or 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.
expected life of the financial instrument.
Trade and other receivables and contract assets
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.
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 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.
39
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
risk is not low (‘Level 2’).
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit
‘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
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.
CCllaassssiiffiiccaattiioonn aanndd mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall lliiaabbiilliittiieess
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.
(r) Property, plant and equipment
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:
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
Office equipment
Computer equipment
financial year end.
4 years
3 years
40
RLG / 2023Annual Report
41
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(q) Financial instruments (continued)
Impairment of financial assets (continued)
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.
CCllaassssiiffiiccaattiioonn aanndd mmeeaassuurreemmeenntt ooff ffiinnaanncciiaall lliiaabbiilliittiieess
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.
(r) Property, plant and equipment
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.
40
RLG / 2023 Annual Report
42
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(r) Property, plant and equipment (continued)
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.
(s) Goodwill
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.
(t)
Intangible assets
IInnttaannggiibbllee aasssseettss aaccqquuiirreedd sseeppaarraatteellyy
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.
IInntteerrnnaallllyy ggeenneerraatteedd iinnttaannggiibbllee aasssseettss –– rreesseeaarrcchh aanndd ddeevveellooppmmeenntt eexxppeennddiittuurree
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.
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 2-5 years. The assets’ residual value,
useful lives and amortisation are reviewed and adjusted if appropriate, at each financial year end.
IInnttaannggiibbllee aasssseettss aaccqquuiirreedd iinn aa bbuussiinneessss ccoommbbiinnaattiioonn
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.
(u) Trade and other payables
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.
(v) Borrowings
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.
41
42
RLG / 2023Annual Report
43
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(t)
Intangible assets
IInnttaannggiibbllee aasssseettss aaccqquuiirreedd sseeppaarraatteellyy
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.
IInntteerrnnaallllyy ggeenneerraatteedd iinnttaannggiibbllee aasssseettss –– rreesseeaarrcchh aanndd ddeevveellooppmmeenntt eexxppeennddiittuurree
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.
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 2-5 years. The assets’ residual value,
useful lives and amortisation are reviewed and adjusted if appropriate, at each financial year end.
IInnttaannggiibbllee aasssseettss aaccqquuiirreedd iinn aa bbuussiinneessss ccoommbbiinnaattiioonn
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.
(u) Trade and other payables
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.
(v) Borrowings
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.
42
RLG / 2023 Annual Report
44
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
Note 1: Statement of significant accounting policies (continued)
(v) Borrowings (continued)
(x) Share based payments (continued)
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.
(w) Employee leave benefits
WWaaggeess,, ssaallaarriieess,, aannnnuuaall lleeaavvee aanndd ssiicckk lleeaavvee
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.
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.
LLoonngg sseerrvviiccee lleeaavvee
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.
(x) Share-based payments
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 20.
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 profit or loss on
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.
(y) Earnings/loss per share
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.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings
per share, refer to Note 5.
(z) Parent entity financial information
The financial information for the parent entity, RooLife Group Ltd, disclosed in Note 24 has been prepared on the same
basis as the consolidated financial statements, except as set out below.
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
IInnvveessttmmeennttss iinn ssuubbssiiddiiaarriieess
these investments.
SShhaarree--bbaasseedd ppaayymmeennttss
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.
43
44
RLG / 2023Annual Report
45
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (continued)
(x) Share based payments (continued)
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 profit or loss on
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.
(y) Earnings/loss per share
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.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings
per share, refer to Note 5.
(z) Parent entity financial information
The financial information for the parent entity, RooLife Group Ltd, disclosed in Note 24 has been prepared on the same
basis as the consolidated financial statements, except as set out below.
IInnvveessttmmeennttss iinn ssuubbssiiddiiaarriieess
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.
SShhaarree--bbaasseedd ppaayymmeennttss
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.
44
RLG / 2023 Annual Report
46
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 2: Revenue and expenses
Revenue
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
22002233
$$
1122,,332200,,888899
2022
$
16,930,186
99,,004444,,999944
99,,004444,,999944
12,919,297
12,919,297
33,,227755,,889955
33,,227755,,889955
1122,,332200,,888899
4,010,889
4,010,889
16,930,186
Unearned revenue at year end in relation to incomplete performance obligations amounted to $517,208 (2022: $566,267).
Other income
Interest income
Gain on extinguishment of financial liability
Grants and subsidies
Other expenses
Accountancy fees
Auditors’ remuneration
Bad and doubtful debts
Foreign exchange gain
Interest expense
Legal fees
Rent and associated costs
Subscriptions and fees
Travel and accommodation
Other expenses
22002233
$$
2022
$
2255,,665522
226600,,664422
7777,,995522
336644,,224466
22002233
$$
4466,,113333
6655,,559922
118800,,332244
88,,997777
4422,,553344
5588,,992200
114411,,883333
111166,,339999
9900,,776611
333399,,446611
11,,009900,,993344
3,026
-
58,683
61,709
2022
$
27,755
48,872
18,128
(19,998)
1,046
28,703
115,485
116,792
44,257
207,633
588,673
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
((22,,332266,,774488))
(2,648,387)
Note 3: Income tax
Income tax recognised in profit or loss
The major components of tax benefit are:
Deferred tax benefit relating to the origination and reversal of
Current tax benefit
temporary differences
Total tax benefit
Income tax benefit calculated at 25% (2022: 25%)
Tax adjustment for foreign companies
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
Effect of changes in tax rates on timing difference
Effect of adjustment in tax from prior period
Income tax benefit reported in the consolidated statement of
comprehensive income
taxable profits under Australian tax law.
Deferred tax assets comprise:
Tax losses - revenue
Deferred tax liabilities comprise:
Timing differences
Unrecognised deferred tax assets
Tax losses – revenue
Timing differences
Blackhole expenditure
Deferred tax assets have not been recognised in respect of the following items:
22002233
$$
2022
$
--
--
--
-
-
-
((558811,,668877))
((1199,,999900))
(662,097)
-
3377,,556611
108,747
440099,,447744
115544,,664422
--
--
415,735
119,031
18,584
-
2211,,883399
49,633
2211,,883399
2211,,883399
49,633
49,633
44,,772211,,117755
4,191,425
5577,,002288
7755,,888844
110,164
143,025
44,,885544,,008877
4,444,614
The tax rate used in the above reconciliation is the corporate tax rate of 25% payable by Australian corporate entities on
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of
these items because it is not probable that future taxable profit will be available against which the Group can utilise the
benefits thereof.
45
46
RLG / 2023Annual Report
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
47
Note 3: Income tax
Income tax recognised in profit or loss
The major components of tax benefit are:
Current tax benefit
Deferred tax benefit relating to the origination and reversal of
temporary differences
Total tax benefit
22002233
$$
2022
$
--
--
--
-
-
-
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
((22,,332266,,774488))
(2,648,387)
Income tax benefit calculated at 25% (2022: 25%)
Tax adjustment for foreign companies
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
Effect of changes in tax rates on timing difference
Effect of adjustment in tax from prior period
Income tax benefit reported in the consolidated statement of
comprehensive income
((558811,,668877))
((1199,,999900))
(662,097)
-
3377,,556611
108,747
440099,,447744
--
115544,,664422
415,735
119,031
18,584
--
-
The tax rate used in the above reconciliation is the corporate tax rate of 25% payable by Australian corporate entities on
taxable profits under Australian tax law.
Deferred tax assets comprise:
Tax losses - revenue
Deferred tax liabilities comprise:
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
2211,,883399
49,633
2211,,883399
2211,,883399
49,633
49,633
44,,772211,,117755
4,191,425
5577,,002288
7755,,888844
110,164
143,025
44,,885544,,008877
4,444,614
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.
46
RLG / 2023 Annual Report
48
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 4: Segment reporting
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 2023. Revenue is attributed to geographical location based on the
location of the target market.
3300 JJuunnee 22002233
Australia
$
United
Kingdom
$
Singapore
$
China
$
Consolidation
adjustments
$
TToottaall
$$
-
-
10,208,052
10,208,052
(111,460)
(111,460)
1122,,332200,,888899
1122,,332200,,888899
(87,745)
10,761
150
77,952
(552)
(28,886)
(13,789)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
((22,,332266,,774488))
2255,,665522
7777,,995522
((1122,,116633))
((4422,,225544))
((1133,,778899))
--
6,451,120
(15,857,948)
88,,774488,,889988
Other segment information
(4,007,589)
(8,497,502)
11,139,134
((44,,883366,,007700))
SSeeggmmeenntt rreevveennuuee rreeccoonncciilliiaattiioonn ttoo tthhee ssttaatteemmeenntt ooff ccoommpprreehheennssiivvee iinnccoommee
Total segment revenue
Inter-segment sales elimination
Total
22002233
$$
2022
$
1122,,443322,,334499
((111111,,446600))
1122,,332200,,888899
17,053,036
(122,850)
16,930,186
RReevveennuuee
Sales to external customers
Total
2,224,297
2,224,297
SSeeggmmeenntt rreessuulltt
(2,249,764)
Interest income
Grants and subsidies
Depreciation
Amortisation
Impairment expense
Income tax benefit
25,502
-
(11,611)
(13,368)
-
-
SSeeggmmeenntt aasssseettss
18,155,726
SSeeggmmeenntt lliiaabbiilliittiieess
(3,470,113)
-
-
-
-
-
-
-
-
-
-
-
47
Note 4: Segment reporting (continued)
Segment information (continued)
3300 JJuunnee 22002222
SSeeggmmeenntt rreevveennuuee
Sales to external customers
Total
2,489,383
2,489,383
United
Australia
Kingdom
Singapore
$
$
China
$
Consolidation
adjustments
$
TToottaall
$$
-
-
14,563,653
14,563,653
(122,850)
1166,,993300,,118866
(122,850)
1166,,993300,,118866
SSeeggmmeenntt rreessuulltt
(4,923,495)
2,784,571
198,429
(453,541)
(254,351)
((22,,664488,,338877))
Interest income
Grants and subsidies
Depreciation
Amortisation
Impairment expense
Income tax benefit
2,911
15,000
(10,879)
(6,593)
-
-
-
-
-
-
-
-
115
43,683
(2,934)
(13,636)
(68,702)
-
-
-
-
-
-
-
33,,002266
5588,,668833
((1133,,881133))
((2200,,222299))
((6688,,770022))
--
SSeeggmmeenntt aasssseettss
19,237,340
2,584
6,988,144
(16,399,417)
99,,882288,,665511
SSeeggmmeenntt lliiaabbiilliittiieess
(2,468,093)
(4,009,576)
(9,022,766)
11,743,760
((33,,775566,,667755))
Major customers
During the year ended 30 June 2023, approximately $6,351,248 (2022: $7,912,000) of the Group’s external revenue was
derived from sales to a major China based customer through the China operating segment.
$
-
-
-
-
-
-
-
-
-
-
48
RLG / 2023Annual Report
49
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 4: Segment reporting (continued)
Segment information (continued)
3300 JJuunnee 22002222
SSeeggmmeenntt rreevveennuuee
Sales to external customers
Total
Australia
$
United
Kingdom
$
Singapore
$
China
$
Consolidation
adjustments
$
TToottaall
$$
2,489,383
2,489,383
-
-
-
-
14,563,653
14,563,653
(122,850)
(122,850)
1166,,993300,,118866
1166,,993300,,118866
SSeeggmmeenntt rreessuulltt
(4,923,495)
2,784,571
198,429
(453,541)
(254,351)
((22,,664488,,338877))
Interest income
Grants and subsidies
Depreciation
Amortisation
Impairment expense
Income tax benefit
2,911
15,000
(10,879)
(6,593)
-
-
SSeeggmmeenntt aasssseettss
19,237,340
SSeeggmmeenntt lliiaabbiilliittiieess
(2,468,093)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
115
43,683
(2,934)
(13,636)
(68,702)
-
-
-
-
-
-
-
33,,002266
5588,,668833
((1133,,881133))
((2200,,222299))
((6688,,770022))
--
2,584
6,988,144
(16,399,417)
99,,882288,,665511
(4,009,576)
(9,022,766)
11,743,760
((33,,775566,,667755))
Major customers
During the year ended 30 June 2023, approximately $6,351,248 (2022: $7,912,000) of the Group’s external revenue was
derived from sales to a major China based customer through the China operating segment.
Other segment information
SSeeggmmeenntt rreevveennuuee rreeccoonncciilliiaattiioonn ttoo tthhee ssttaatteemmeenntt ooff ccoommpprreehheennssiivvee iinnccoommee
Total segment revenue
Inter-segment sales elimination
Total
22002233
$$
2022
$
1122,,443322,,334499
((111111,,446600))
1122,,332200,,888899
17,053,036
(122,850)
16,930,186
48
RLG / 2023 Annual Report
50
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 5: Loss per share
Basic and diluted loss per share
Total basic and diluted loss per share attributable to the ordinary
equity holders of the Company
Reconciliation of loss used in calculating loss per share
Loss attributable to the ordinary equity holders of the Company
used in the calculation of basic and diluted loss per share
Weighted average number of shares used as the denominator
Note 7: Cash and cash equivalents
22002233
CCeennttss ppeerr
sshhaarree
2022
Cents per
share
Cash at bank and on hand
11,,441199,,558866
2,414,299
Cash at bank earns interest at floating rates based on daily bank deposit rates.
((00..3333))
(0.39)
At 30 June 2023, the Group had an undrawn amount of $449,999 (2022: $49,999) from its committed borrowing facilities
in respect of which all conditions precedent had been met.
Reconciliation to the Statement of Cash Flows:
$$
$
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.
((22,,332266,,774488))
(2,648,387)
Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of
22002233
$$
2022
$
NNuummbbeerr
Number
Weighted average number of ordinary shares used in the
denominator in calculating loss per share
770088,,002200,,119988
676,338,735
Information concerning classification of securities
Options granted are considered to be potential ordinary shares and have been included in the determination of diluted loss
per share to the extent to which they are dilutive (the options are not considered to be dilutive). The options have not been
included in the determination of basic loss per share. Details relating to the options are set out in Note 20.
Note 6: Dividends
There were no dividends paid or declared to equity holders during the year ended 30 June 2023.
Reconciliation of loss for the year to net cash flows from operating activities
financial position as follows:
Cash at bank and on hand, as above
Balance per statement of cash flows
Net loss for the year
Unrealised foreign exchange gain
Equity settled share-based payment
Bad and doubtful debts
Depreciation
Amortisation
Impairment of assets
Gain on extinguishment of financial liability
Change in net assets and liabilities:
(Increase)/Decrease in assets:
Trade and other receivables
Inventories
Increase/(Decrease) in liabilities:
Trade and other payables
Provisions
Net cash from operating activities
22002233
$$
2022
$
11,,441199,,558866
11,,441199,,558866
2,414,299
2,414,299
22002233
$$
2022
$
((22,,332266,,774488))
(2,648,387)
((11,,559966))
112277,,997744
118800,,332244
1122,,116633
4422,,225544
1133,,778899
((226600,,664422))
(44,667)
236,150
18,128
13,813
20,229
68,702
-
((224433,,004455))
((5599,,338833))
(3,014,048)
185,142
993388,,331100
1,178,418
--
8
((11,,557766,,660000))
(3,986,512)
49
50
RLG / 2023Annual Report
51
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 7: Cash and cash equivalents
22002233
$$
2022
$
Cash at bank and on hand
11,,441199,,558866
2,414,299
Cash at bank earns interest at floating rates based on daily bank deposit rates.
At 30 June 2023, the Group had an undrawn amount of $449,999 (2022: $49,999) from its 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:
Cash at bank and on hand, as above
Balance per statement of cash flows
22002233
$$
2022
$
11,,441199,,558866
11,,441199,,558866
2,414,299
2,414,299
Reconciliation of loss for the year to net cash flows from operating activities
Net loss for the year
Unrealised foreign exchange gain
Equity settled share-based payment
Bad and doubtful debts
Depreciation
Amortisation
Impairment of assets
Gain on extinguishment of financial liability
Change in net assets and liabilities:
(Increase)/Decrease in assets:
Trade and other receivables
Inventories
Increase/(Decrease) in liabilities:
Trade and other payables
Provisions
Net cash from operating activities
50
22002233
$$
2022
$
((22,,332266,,774488))
((11,,559966))
112277,,997744
118800,,332244
1122,,116633
4422,,225544
1133,,778899
((226600,,664422))
(2,648,387)
(44,667)
236,150
18,128
13,813
20,229
68,702
-
((224433,,004455))
((5599,,338833))
(3,014,048)
185,142
993388,,331100
--
1,178,418
8
((11,,557766,,660000))
(3,986,512)
RLG / 2023 Annual Report
52
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 7: Cash and cash equivalents (continued)
Changes in liabilities arising from financing activities:
Note 10: Other current assets
Balance at 30 June 2022
Net cash from financing activities
Balance at 30 June 2023
Note 8: Trade and other receivables
Trade debtors
Allowance for impairment
Total
Note
16
16
Note
(i)
SShhoorrtt--tteerrmm bboorrrroowwiinngg
$$
--
660000,,000000
660000,,000000
22002233
$$
33,,775511,,001144
--
33,,775511,,001144
2022
$
3,934,053
(58,978)
3,875,075
(i)
the average credit period on sales of goods is 60 days 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
Accrued revenue
Other receivables
Total
Note 9: Financial assets
Financial asset – current
Financial asset – non-current
22002233
$$
2022
$
33,,775511,,001144
3,875,075
1177,,660011
--
104,004
370
33,,776688,,661155
3,979,449
Note
(i)
(ii)
22002233
$$
229977,,441144
8800,,000000
2022
$
50,000
80,000
(i) Convertible note granted in settlement of services provided. The note is repayable in 6 months and accrues interest
at 10% per annum. The note is convertible to equity at the discretion of the holder. The fair value of the conversion
feature is not material. The financial asset is measured at amortised cost.
(ii) Shares held in a private company which were granted in settlement for services provided in a web development
project. The shares are valued using the price at the most recent capital raise of the entity.
(iii) The financial assets are Level 3 instruments in the fair value hierarchy.
Prepayments
Security deposits
Other
Total
Note 11: Inventories
Inventories at cost
Impairment allowance
Total
IImmppaaiirrmmeenntt ooff iinnvveennttoorriieess::
Carrying value
3300 JJuunnee 22002233
Cost
Accumulated Depreciation
Carrying value
30 June 2022
Cost
Accumulated Depreciation
Carrying value
51
52
22002233
$$
7755,,667722
115566,,554477
33,,001111
223355,,223300
22002233
$$
337722,,778855
((4411,,553300))
333311,,225555
2022
$
126,639
270,344
3,011
399,994
2022
$
340,574
(68,702)
271,872
TToottaall
$$
5588,,113300
((4411,,774477))
1166,,338833
Total
$
4488,,771133
((3333,,993322))
1144,,778811
Office
equipment
$
Computer
equipment
$
16,163
(5,459)
10,704
41,967
(36,288)
5,679
Office
equipment
$
Computer
equipment
$
9,350
(5,152)
4,198
39,363
(28,780)
10,583
The Group has identified inventories that are slow moving and inventories held for brands that the Company no longer
procures products from. Whilst the Group intends to continue to invest in marketing activities to realise proceeds on the
sale of these inventories, it is considered prudent to record an allowance for these inventories to ensure that carrying value
is not stated in excess of expected net realisable value. During the year, the Company has sold $39,335 of inventory of that
was previously impaired, with the reversal of the allowance relating to this inventory recorded in direct product costs. An
impairment loss of $13,789 has been recorded during the year (2022: $60,872) for inventories still retained by the Company
that have been written down to net realisable value..
Note 12: Property, plant and equipment
RLG / 2023Annual Report
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 10: Other current assets
53
Prepayments
Security deposits
Other
Total
Note 11: Inventories
Inventories at cost
Impairment allowance
Total
IImmppaaiirrmmeenntt ooff iinnvveennttoorriieess::
22002233
$$
7755,,667722
115566,,554477
33,,001111
223355,,223300
22002233
$$
337722,,778855
((4411,,553300))
333311,,225555
2022
$
126,639
270,344
3,011
399,994
2022
$
340,574
(68,702)
271,872
The Group has identified inventories that are slow moving and inventories held for brands that the Company no longer
procures products from. Whilst the Group intends to continue to invest in marketing activities to realise proceeds on the
sale of these inventories, it is considered prudent to record an allowance for these inventories to ensure that carrying value
is not stated in excess of expected net realisable value. During the year, the Company has sold $39,335 of inventory of that
was previously impaired, with the reversal of the allowance relating to this inventory recorded in direct product costs. An
impairment loss of $13,789 has been recorded during the year (2022: $60,872) for inventories still retained by the Company
that have been written down to net realisable value..
Note 12: Property, plant and equipment
Carrying value
3300 JJuunnee 22002233
Cost
Accumulated Depreciation
Carrying value
30 June 2022
Cost
Accumulated Depreciation
Carrying value
Office
equipment
$
Computer
equipment
$
16,163
(5,459)
10,704
41,967
(36,288)
5,679
Office
equipment
$
Computer
equipment
$
9,350
(5,152)
4,198
39,363
(28,780)
10,583
TToottaall
$$
5588,,113300
((4411,,774477))
1166,,338833
Total
$
4488,,771133
((3333,,993322))
1144,,778811
52
RLG / 2023 Annual Report
54
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 12: Property, plant and equipment (continued)
Note 13: Other intangible assets (continued)
Reconciliation
3300 JJuunnee 22002233
Opening balance
Additions
Depreciation expense
Closing balance
30 June 2022
Opening balance
Additions
Depreciation expense
Closing balance
Office
equipment
$
Computer
equipment
$
4,198
8,231
(1,725)
10,704
10,583
5,534
(10,438)
5,679
Office
equipment
$
Computer
equipment
$
7,128
-
(2,930)
4,198
8,343
13,123
(10,883)
10,583
TToottaall
$$
1144,,778811
1133,,776655
((1122,,116633))
1166,,338833
Total
$
1155,,447711
1133,,112233
((1133,,881133))
1144,,778811
IImmppaaiirrmmeenntt ooff ffiixxeedd aasssseettss::
The recoverable amount of fixed assets is estimated to be in line with the carrying values, therefore, no impairment loss
has been recognised during the year (2022: $nil).
Note 13: Other intangible assets
Carrying value
3300 JJuunnee 22002233
Cost
Accumulated amortisation
Carrying value
30 June 2022
Cost
Accumulated amortisation
Carrying value
Customer
contracts
$
50,000
-
50,000
Customer
contracts
$
50,000
-
50,000
Trademark
$
40,036
-
40,036
Trademark
$
-
-
-
TToottaall
$$
225533,,223311
((6633,,774400))
118899,,449911
Total
$$
200,046
(20,508)
179,538
Technology
$
163,195
(63,740)
99,455
Technology
$
150,046
(20,508)
129,538
53
Foreign currency difference
Carrying value
50,000
40,036
3300 JJuunnee 22002222
Technology
Trademark
Customer
contracts
Trademark
Technology
$
129,538
8,000
(42,254)
-
4,171
99,455
$
-
-
150,046
(20,229)
(279)
129,538
50,000
$
-
-
-
-
Customer
contracts
50,000
$
-
-
-
-
50,000
40,036
$
-
-
-
-
$
--
--
--
--
--
--
TToottaall
$$
117799,,553388
4488,,003366
((4422,,225544))
--
44,,117711
118899,,449911
TToottaall
$$
5500,,000000
115500,,004466
((2200,,222299))
--
((227799))
117799,,553388
The recoverable amount of intangible assets is estimated to be in line with the carrying values, therefore, no impairment
loss has been recognised during the year (2022: nil).
Reconciliation
3300 JJuunnee 22002233
Opening balance
Addition
Amortisation
Impairment
Opening balance
Addition
Amortisation
Impairment
Foreign currency difference
Carrying value
IImmppaaiirrmmeenntt ooff iinnttaannggiibbllee aasssseettss::
Note 14: Goodwill
Carrying value
Cost
Accumulated impairment
Carrying value
Reconciliation
Opening balance
Impairment
Carrying value
22002233
$$
2022
$
44,,440055,,226666
((22,,001166,,118811))
22,,338899,,008855
4,405,266
(2,016,181)
2,389,085
22002233
$$
2022
$
22,,338899,,008855
2,389,085
--
-
22,,338899,,008855
2,389,085
54
RLG / 2023Annual Report
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 13: Other intangible assets (continued)
Reconciliation
3300 JJuunnee 22002233
Opening balance
Addition
Amortisation
Impairment
Foreign currency difference
Carrying value
Technology
$
129,538
8,000
(42,254)
-
4,171
99,455
Customer
contracts
$
50,000
-
-
-
-
Trademark
$
-
40,036
-
-
-
50,000
40,036
3300 JJuunnee 22002222
Technology
$
-
150,046
(20,229)
-
(279)
Customer
contracts
$
50,000
-
-
-
-
Trademark
$
--
--
--
--
--
--
129,538
50,000
Opening balance
Addition
Amortisation
Impairment
Foreign currency difference
Carrying value
IImmppaaiirrmmeenntt ooff iinnttaannggiibbllee aasssseettss::
55
TToottaall
$$
117799,,553388
4488,,003366
((4422,,225544))
--
44,,117711
118899,,449911
TToottaall
$$
5500,,000000
115500,,004466
((2200,,222299))
--
((227799))
117799,,553388
The recoverable amount of intangible assets is estimated to be in line with the carrying values, therefore, no impairment
loss has been recognised during the year (2022: nil).
Note 14: Goodwill
Carrying value
Cost
Accumulated impairment
Carrying value
Reconciliation
Opening balance
Impairment
Carrying value
22002233
$$
2022
$
44,,440055,,226666
((22,,001166,,118811))
22,,338899,,008855
4,405,266
(2,016,181)
2,389,085
22002233
$$
22,,338899,,008855
--
22,,338899,,008855
2022
$
2,389,085
-
2,389,085
54
RLG / 2023 Annual Report
56
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 14: Goodwill (continued)
IImmppaaiirrmmeenntt
Note 14: Goodwill (continued)
IImmppaaiirrmmeenntt ((ccoonnttiinnuueedd))
Goodwill acquired through business combinations has been allocated to the following cash generating units:
Key assumptions used in value-in-use calculations (continued)
• Australia focused digital marketing
• China focused digital marketing and e-commerce
Carrying amount of goodwill allocated to each of the cash generating units:
Australia focused digital marketing
China focused digital marketing and e-commerce
Carrying value
22002233
$$
958,333
1,430,752
2,389,085
2022
$
958,333
1,430,752
2,389,085
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 22002233
3300 JJuunnee 22002222
Australia
focused digital
marketing
China focused
digital
marketing and
e-commerce
Australia
focused digital
marketing
China focused
digital
marketing and
e-commerce
17.6%
17.6%
21.7%
(1.6%) - 15%
10% - 32.5%
11.4% - 23%
(17%) - 10%
7% -27%
11% - 13%
21.7%
15% - 35%
9% -33%
1.3% - 5%
(3.3%) - 5%
(11%) - 5%
(47.2%) - 5%
Not
e
(i)
(ii)
(iii)
(iv)
Pre-tax discount rate
Revenue growth rate
Cost of sales growth rate
Overheads growth rate
(i)
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.
(ii) 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
reduced as the Group completed Phase 1 of a one-off web development project. Whilst it is expected that further
Phases of the web development will follow, the Group choses to adopt a prudent approach and consider revenue
growth with the one-off project excluded.
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. Compared to prior year, the revenue growth rate
estimation has reduced as the Group has adopted a prudent approach in estimating growth given the post COVID-19
performance of the China economy.
(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 made significant headway in the identification of the optimal structure for delivery of services.
(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 remained stable as following cost
savings implementation, overheads are expected to increase at a conservative rate.
Impact of possible changes in key assumptions
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 12% (2022: 17%) for the Australia focused digital marketing unit and 5%
(2022: 24%) 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 22% (2022: 34%) for the Australia focused digital marketing unit and
3% (2022: 21%) 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.
Note 15: Trade and other payables (current)
Deferred remuneration and bonuses payable
Trade payables
Accruals
Payroll liabilities
Security deposits payable
GST/VAT payable
Other payables
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms.
Note
22002233
$$
2022
$
(i)
33,,227733,,887799
2,220,777
112222,,888833
3366,,552255
119999,,339977
3355,,334499
883333
2211,,992222
177,950
309,160
239,385
182,361
766
4,141
33,,669900,,778888
3,134,540
55
56
RLG / 2023Annual Report
57
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 14: Goodwill (continued)
IImmppaaiirrmmeenntt ((ccoonnttiinnuueedd))
Key assumptions used in value-in-use calculations (continued)
(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 made significant headway in the identification of the optimal structure for delivery of services.
(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 remained stable as following cost
savings implementation, overheads are expected to increase at a conservative rate.
Impact of possible changes in key assumptions
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 12% (2022: 17%) for the Australia focused digital marketing unit and 5%
(2022: 24%) 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 22% (2022: 34%) for the Australia focused digital marketing unit and
3% (2022: 21%) 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.
Note 15: Trade and other payables (current)
Trade payables
Accruals
Deferred remuneration and bonuses payable
Payroll liabilities
Security deposits payable
GST/VAT payable
Other payables
Note
(i)
22002233
$$
33,,227733,,887799
112222,,888833
3366,,552255
119999,,339977
3355,,334499
883333
2211,,992222
33,,669900,,778888
2022
$
2,220,777
177,950
309,160
239,385
182,361
766
4,141
3,134,540
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms.
56
RLG / 2023 Annual Report
58
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 16: Borrowing
Short-term borrowing
(i)
660000,,000000
22002233
$$
2022
$
-
(i) Working Capital Loan Agreement entered into with Saxby Capital Investments Pty Ltd to provide the Group with a
line of credit facility to the value of $1,000,000 which is available to be drawn down and applied by the Group to
fund supply of products for sale. The key terms of the facility are:
-
-
-
-
Repayment: Per transaction, typically 60-90 days terms for repayment to be agreed between the lender
and borrower on a case-by case basis.
Interest rate: 10% p/a on loan amount drawn down, payable in arrears.
Security: Secured by a fixed and floating charge over receivables and inventory to the equivalent value of
amount outstanding of the loan.
Other Terms: The net current assets of the Group need to be maintained at 300% or greater of the drawn
down loan amount at all times, prior to the repayment of the loan amount, any accrued interest and any
default interest if due.
Note 17: Provisions
Long service leave
Note 18: Issued capital
Share capital
22002233
$$
2022
$
66,,223355
6,235
22002233
$$
2022
$
719,558,133 / 702,230,863 Ordinary shares issued and fully paid
3300,,772244,,000077
30,411,425
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
For the year ended 30 June 2023
Note 18: Issued capital (continued)
Movement in ordinary share capital
3300 JJuunnee 22002233
Date
Details
10/02/2023
10/02/2023
10/02/2023
14/04/2023
03/05/2023
Opening balance
Conversion of employee performance rights
Conversion of director performance rights
Shares issued to consultant
Conversion of employee performance rights
Conversion of director performance rights
Closing balance
Note
NNuummbbeerr
$$
770022,,223300,,886633
3300,,441111,,442255
44,,332277,,227722
66,,449999,,999999
22,,550000,,000000
449999,,999999
33,,550000,,000000
6600,,558822
114433,,000000
2255,,000000
77,,000000
7777,,000000
771199,,555588,,113333
3300,,772244,,000077
(i)
(i)
(ii)
(i)
(i)
(i)
(i)
(i)
Shares issued to directors and employee under share-based payment plans entered in FY2022. Please refer to
Note 20 for detail.
(ii) Shares issued to consultant in consideration for services provided.
30 June 2022
Date
Details
Opening balance
6 July 2021
Shares issued to sophisticated investors
9 September 2021
Shares issued to employees
30 December 2021 Shares issued to private investors
16 March 2022
Shares issued to employees and consultant
Less: Transaction costs arising on share issue
Closing balance
Note
NNuummbbeerr
$$
557799,,775533,,111133
2277,,557744,,446633
7744,,000000,,000000
11,,770022,,000000
22,,881166,,221122
7700,,440055
3388,,446611,,553388
11,,000000,,000000
77,,220000,,000000
--
9933,,660000
((2299,,004433))
770022,,223300,,886633
3300,,441111,,442255
(i)
The Company was required to issue 9,149,545 shares as consideration for employment and consulting
services provided in the financial year ended 30 June 2021. As at 30 June 2021, the shares had not been
issued as the Company was awaiting formal acceptance of offers. As the service had been provided, the
shares were valued at the closing share price of $0.025 at balance date. 2,816,212 of these shares were
issued on 9 September 2021 and 6,333,333 shares on 16 March 2022. A further 866,667 shares were issued
on 16 March 2022 for employment services provided in the financial year ended 30 June 2022. These shares
were valued at closing share price on date of issue of $0.013.
57
58
RLG / 2023Annual Report
59
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 18: Issued capital (continued)
Movement in ordinary share capital
3300 JJuunnee 22002233
Date
Details
10/02/2023
10/02/2023
10/02/2023
14/04/2023
03/05/2023
Opening balance
Conversion of employee performance rights
Conversion of director performance rights
Shares issued to consultant
Conversion of employee performance rights
Conversion of director performance rights
Closing balance
Note
NNuummbbeerr
$$
(i)
(i)
(ii)
(i)
(i)
770022,,223300,,886633
44,,332277,,227722
66,,449999,,999999
22,,550000,,000000
449999,,999999
33,,550000,,000000
771199,,555588,,113333
3300,,441111,,442255
6600,,558822
114433,,000000
2255,,000000
77,,000000
7777,,000000
3300,,772244,,000077
(i)
Shares issued to directors and employee under share-based payment plans entered in FY2022. Please refer to
Note 20 for detail.
(ii) Shares issued to consultant in consideration for services provided.
30 June 2022
Date
Details
Opening balance
Shares issued to sophisticated investors
Shares issued to employees
6 July 2021
9 September 2021
30 December 2021 Shares issued to private investors
16 March 2022
Shares issued to employees and consultant
Less: Transaction costs arising on share issue
Closing balance
Note
NNuummbbeerr
$$
(i)
(i)
557799,,775533,,111133
7744,,000000,,000000
22,,881166,,221122
3388,,446611,,553388
77,,220000,,000000
--
770022,,223300,,886633
2277,,557744,,446633
11,,770022,,000000
7700,,440055
11,,000000,,000000
9933,,660000
((2299,,004433))
3300,,441111,,442255
(i)
The Company was required to issue 9,149,545 shares as consideration for employment and consulting
services provided in the financial year ended 30 June 2021. As at 30 June 2021, the shares had not been
issued as the Company was awaiting formal acceptance of offers. As the service had been provided, the
shares were valued at the closing share price of $0.025 at balance date. 2,816,212 of these shares were
issued on 9 September 2021 and 6,333,333 shares on 16 March 2022. A further 866,667 shares were issued
on 16 March 2022 for employment services provided in the financial year ended 30 June 2022. These shares
were valued at closing share price on date of issue of $0.013.
58
RLG / 2023 Annual Report
UUnnlliisstteedd ooppttiioonnss::
9 September 2016
9 September 2021
30 June 2023
30 December 2021
31 March 2023
30 November
2024
UUnnlliisstteedd ppeerrffoorrmmaannccee ooppttiioonnss::
30 December 2021
30 November
2024
60
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 18: Issued capital (continued)
Options over ordinary shares
Note 18: Issued capital (continued)
Movement in options over ordinary shares (continued)
Options to subscribe for ordinary shares in the Company have been granted as follows:
(i)
(ii) to shareholders as free attaching options under placements offered by the Company.
to employers and consultants under share based payment plans, details of which are disclosed in Note 18; and
30 June 2022
Grant date
Expiry date
Exercise
Price
Note
Opening
balance
Options
issued
Options
lapsed
CClloossiinngg
bbaallaannccee
Movement in options over ordinary shares
3300 JJuunnee 22002233
Grant date
Expiry date
Exercise
Price
Note
Opening
balance
Options
issued
Options
lapsed
CClloossiinngg
bbaallaannccee
UUnnlliisstteedd ooppttiioonnss::
9 September 2016
18 January 2017
5 March 2020
9 September 2021
30 June 2023
18 January 2022
$0.40
$0.40
5 February 2024
$0.055
31 March 2023
$0.05
30 December 2021
30 November
UUnnlliisstteedd ppeerrffoorrmmaannccee ooppttiioonnss::
30 December 2021
30 November
2024
$0.05
(iii)
(i)
(ii)
(iii)
(iv)
16 March 2022
LLiisstteedd ooppttiioonnss::
28 September 2018
23 November 2018
1 February 2019
13 May 2019
28 June 2019
6 March 2020
8 October 2020
2024
16 June 2022
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
31 October 2021
14 October 2020
31 October 2021
24 November 2020
31 October 2021
24 November 2020
31 October 2021
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
-
-
-
-
7,214,307
53,500,000
10,000
16,666,667
11,333,333
31,455,821
54,127,489
128,931,546
25,546,595
7,766,398
3,000,000
600,000
20,000,000
(600,000)
(20,000,000)
-
-
-
33,,000000,,000000
1100,,000000,,000000
44,,880077,,669911
10,000,000
4,807,691
30,000,000
-
3300,,000000,,000000
20,000,000
(20,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,214,307)
(53,500,000)
(10,000)
(16,666,667)
(11,333,333)
(31,455,821)
(54,127,489)
(128,931,546)
(25,546,595)
(7,766,398)
--
--
--
--
--
--
--
--
--
--
--
--
--
360,152,156
64,807,691
(377,152,156)
4477,,880077,,669911
(i) The Executive options were cancelled on the issue of performance rights and resulted in an acceleration of the
vesting with the full option value expensed in the current financial year. Refer to Note 19 for further detail.
(ii) The Group issued 10,000,000 options to consultants for service received in the year ended 30 June 2021. The
options were awaiting formal acceptance of offers and were formally granted in the current financial year. The
expense was recorded in the year that the service was provided.
(iii) The Group issued 4,807,691 unlisted options with an exercise price of $0.05 to private investors. A further
30,000,000 unlisted performance options were issued to the same investors with an exercise price of $0.05.
Refer to Note 19 for further details.
(iv) The Group issued 20,000,000 incentive Performance Options to investor relations consultants. The options
converted to unlisted options following the expiry of 3 months and satisfaction of service conditions. The
unlisted options to be received upon conversion of the Performance options has an exercise price of $0.05 with
a 3 year expiry. The Performance Options lapsed on conclusion of the corporate mandate.
$0.40
$0.05
$0.05
$0.05
3,000,000
10,000,000
4,807,691
30,000,000
47,807,691
-
-
-
-
-
(3,000,000)
(10,000,000)
--
--
-
44,,880077,,669911
-
3300,,000000,,000000
(13,000,000)
3344,,880077,,669911
59
60
RLG / 2023Annual Report
61
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 18: Issued capital (continued)
Movement in options over ordinary shares (continued)
30 June 2022
Grant date
Expiry date
Exercise
Price
Note
Opening
balance
Options
issued
Options
lapsed
CClloossiinngg
bbaallaannccee
UUnnlliisstteedd ooppttiioonnss::
9 September 2016
18 January 2017
5 March 2020
9 September 2021
30 June 2023
18 January 2022
5 February 2024
30 December 2021
31 March 2023
30 November
2024
UUnnlliisstteedd ppeerrffoorrmmaannccee ooppttiioonnss::
30 December 2021
16 March 2022
LLiisstteedd ooppttiioonnss::
28 September 2018
23 November 2018
1 February 2019
13 May 2019
28 June 2019
6 March 2020
8 October 2020
14 October 2020
24 November 2020
24 November 2020
30 November
2024
16 June 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
$0.40
$0.40
$0.055
$0.05
(i)
(ii)
$0.05
(iii)
(iii)
(iv)
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
3,000,000
600,000
20,000,000
-
-
-
-
7,214,307
53,500,000
10,000
16,666,667
11,333,333
31,455,821
54,127,489
128,931,546
25,546,595
7,766,398
-
-
-
10,000,000
4,807,691
-
(600,000)
(20,000,000)
-
33,,000000,,000000
--
--
1100,,000000,,000000
-
44,,880077,,669911
30,000,000
-
3300,,000000,,000000
20,000,000
(20,000,000)
-
-
-
-
-
-
-
-
-
-
(7,214,307)
(53,500,000)
(10,000)
(16,666,667)
(11,333,333)
(31,455,821)
(54,127,489)
(128,931,546)
(25,546,595)
(7,766,398)
--
--
--
--
--
--
--
--
--
--
--
360,152,156
64,807,691
(377,152,156)
4477,,880077,,669911
(i) The Executive options were cancelled on the issue of performance rights and resulted in an acceleration of the
vesting with the full option value expensed in the current financial year. Refer to Note 19 for further detail.
(ii) The Group issued 10,000,000 options to consultants for service received in the year ended 30 June 2021. The
options were awaiting formal acceptance of offers and were formally granted in the current financial year. The
expense was recorded in the year that the service was provided.
(iii) The Group issued 4,807,691 unlisted options with an exercise price of $0.05 to private investors. A further
30,000,000 unlisted performance options were issued to the same investors with an exercise price of $0.05.
Refer to Note 19 for further details.
(iv) The Group issued 20,000,000 incentive Performance Options to investor relations consultants. The options
converted to unlisted options following the expiry of 3 months and satisfaction of service conditions. The
unlisted options to be received upon conversion of the Performance options has an exercise price of $0.05 with
a 3 year expiry. The Performance Options lapsed on conclusion of the corporate mandate.
60
RLG / 2023 Annual Report
62
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 19: Reserves
Share based payments reserve
Foreign currency translation reserve
Nature and purpose of reserves
SShhaarree bbaasseedd ppaayymmeennttss rreesseerrvvee
22002233
$$
11,,559922,,664433
((44,,113344))
11,,558888,,550099
2022
$
1,777,251
(43,760)
1,733,491
The Company had entered into the following performance rights based payment arrangements with directors in the prior
year. Approval for the issue, as required under Listing Rule 10.14, was obtained at the Company’s 2021 Annual General
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
ddaattee
VVeessttiinngg ddaattee
FFaaiirr vvaalluuee aatt ggrraanntt
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.
FFoorreeiiggnn ccuurrrreennccyy ttrraannssllaattiioonn rreesseerrvvee
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
Movement in reserves
SShhaarree--bbaasseedd ppaayymmeennttss rreesseerrvvee
Opening balance
Performance rights granted to Directors
Performance rights granted to employees and consultants
Performance rights granted under Plan 2: Incentive Share Option Plan
Shares issued to consultant
Conversion of performance right to ordinary shares for employees
and consultants
Conversion of performance right to ordinary shares for directors
Options granted to private investors
Options granted under Plan 2: Incentive Share Option Plan
Conversion on issue of shares to be granted for past services to
employees and consultants
Closing balance
FFoorreeiiggnn ccuurrrreennccyy ttrraannssllaattiioonn rreesseerrvvee
Note
20
20
20
20
18
18
18,20
18,20
18
22002233
$$
11,,777777,,225511
8811,,449988
2211,,447766
--
2255,,000000
((9922,,558822))
((222200,,000000))
--
--
--
11,,559922,,664433
2022
$
1,705,106
189,014
-
65,976
-
-
-
18,902
26,992
(228,739)
1,777,251
Opening balance
Currency translation differences arising during the year
Closing balance
((4433,,776600))
3399,,662266
((44,,113344))
(157,212)
113,452
(43,760)
Note 20: Share-based payment plans
Performance rights
30 June 2023
Note 20: Share-based payment plans (continued)
Performance rights (continued)
30 June 2022
Meeting.
CCllaassss AA TTrraanncchhee 11
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss AA TTrraanncchhee 22
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss AA TTrraanncchhee 33
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss BB TTrraanncchhee 11
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss BB TTrraanncchhee 22
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss BB TTrraanncchhee 33
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss CC
Bryan Carr
Warren Barry
Grant Pestell
CCllaassss DD
Bryan Carr
Warren Barry
Grant Pestell
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
3,750,000
29 November 2021
1 December 2024
2,250,000
29 November 2021
1 December 2024
1,000,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
500,000
29 November 2021
1 December 2024
$36,300
$21,780
$9,680
$4,840
$36,300
$21,780
$9,680
$4,840
$36,300
$21,780
$9,680
$4,840
$73,700
$44,220
$19,653
$9,827
$73,700
$44,220
$19,653
$9,827
$73,700
$44,220
$19,653
$9,827
$41,250
$24,750
$11,000
$5,500
31 August 2022
31 August 2022
31 August 2022
31 August 2022
31 August 2023
31 August 2023
31 August 2023
31 August 2023
31 August 2024
31 August 2024
31 August 2024
31 August 2024
31 August 2022
31 August 2022
31 August 2022
31 August 2022
31 August 2023
31 August 2023
31 August 2023
31 August 2023
31 August 2024
31 August 2024
31 August 2024
31 August 2024
(i)
(i)
(i)
(i)
3,750,000
29 November 2021
1 December 2024
$82,500
29 November 2024
2,250,000
29 November 2021
1 December 2024
$49,500
29 November 2024
1,000,000
29 November 2021
1 December 2024
$22,000
29 November 2024
No performance rights have been issued during the year.
Ye (Shenny) Ruan
500,000
29 November 2021
1 December 2024
$11,000
29 November 2024
61
62
RLG / 2023Annual Report
63
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Performance rights (continued)
30 June 2022
The Company had entered into the following performance rights based payment arrangements with directors in the prior
year. Approval for the issue, as required under Listing Rule 10.14, was obtained at the Company’s 2021 Annual General
Meeting.
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
FFaaiirr vvaalluuee aatt ggrraanntt
ddaattee
CCllaassss AA TTrraanncchhee 11
Bryan Carr
Warren Barry
Grant Pestell
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
CCllaassss AA TTrraanncchhee 22
Bryan Carr
Warren Barry
Grant Pestell
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
CCllaassss AA TTrraanncchhee 33
Bryan Carr
Warren Barry
Grant Pestell
1,650,000
29 November 2021
1 December 2024
990,000
29 November 2021
1 December 2024
440,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
220,000
29 November 2021
1 December 2024
CCllaassss BB TTrraanncchhee 11
Bryan Carr
Warren Barry
Grant Pestell
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
CCllaassss BB TTrraanncchhee 22
Bryan Carr
Warren Barry
Grant Pestell
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
CCllaassss BB TTrraanncchhee 33
Bryan Carr
Warren Barry
Grant Pestell
3,350,000
29 November 2021
1 December 2024
2,010,000
29 November 2021
1 December 2024
893,333
29 November 2021
1 December 2024
Ye (Shenny) Ruan
446,677
29 November 2021
1 December 2024
CCllaassss CC
Bryan Carr
Warren Barry
Grant Pestell
3,750,000
29 November 2021
1 December 2024
2,250,000
29 November 2021
1 December 2024
1,000,000
29 November 2021
1 December 2024
Ye (Shenny) Ruan
500,000
29 November 2021
1 December 2024
$36,300
$21,780
$9,680
$4,840
$36,300
$21,780
$9,680
$4,840
$36,300
$21,780
$9,680
$4,840
$73,700
$44,220
$19,653
$9,827
$73,700
$44,220
$19,653
$9,827
$73,700
$44,220
$19,653
$9,827
$41,250
$24,750
$11,000
$5,500
VVeessttiinngg ddaattee
31 August 2022
31 August 2022
31 August 2022
31 August 2022
31 August 2023
31 August 2023
31 August 2023
31 August 2023
31 August 2024
31 August 2024
31 August 2024
31 August 2024
31 August 2022
31 August 2022
31 August 2022
31 August 2022
31 August 2023
31 August 2023
31 August 2023
31 August 2023
31 August 2024
31 August 2024
31 August 2024
31 August 2024
(i)
(i)
(i)
(i)
CCllaassss DD
Bryan Carr
Warren Barry
Grant Pestell
3,750,000
29 November 2021
1 December 2024
$82,500
29 November 2024
2,250,000
29 November 2021
1 December 2024
$49,500
29 November 2024
1,000,000
29 November 2021
1 December 2024
$22,000
29 November 2024
Ye (Shenny) Ruan
500,000
29 November 2021
1 December 2024
$11,000
29 November 2024
62
RLG / 2023 Annual Report
64
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Note 20: Share-based payment plans (continued)
Performance rights (continued)
30 June 2022 (continued)
(i) Vesting dates are dependent on date of achievement of vesting condition. If the vesting condition is achieved in:
•
•
•
FY2022, the vesting date is 30 June 2022;
FY2023, the vesting date is 30 June 2023; or
FY2024, the vesting date is 30 June 2024.
The performance rights granted were in three tranches with separate market and non-market conditions for each tranche
as outlined below. The market conditions were incorporated into the measurement of fair value.
VVeessttiinngg ccoonnddiittiioonnss
Performance Rights vest if:
•
CCllaassss AA
Tranche 1
Tranche 2
Tranche 3
CCllaassss BB
Tranche 1
•
•
•
•
the Group achieves Revenue for FY2022 which exceeds the Revenue which was
achieved by the Group for FY2021 by 50% or more; and
the Related Party has remained employed or engaged by the Group for the entirety
of FY2022.
Performance Rights vest if:
•
the Group achieves Revenue for FY2023 which exceeds the Revenue which was
achieved by the Group for FY2022 by 50% or more; and
the Related Party has remained employed or engaged by the Group for the entirety
of FY2023.
Performance Rights vest if:
•
the Group achieves Revenue for FY2024 which exceeds the Revenue which was
achieved by the Group for FY2023 by 35% or more; and
the Related Party has remained employed or engaged by the Group for the entirety
of FY2024.
Performance Rights vest if:
•
the Group achieves EBITDA for FY2022 which exceeds the EBITDA which was
achieved by the Group for FY2021 by 40% or more; and
the Related Party has remained employed or engaged by the Group for the entirety
of FY2022.
NNuummbbeerr
3,300,000
3,300,000
3,300,000
3300 JJuunnee 22002233
MMoovveemmeenntt iinn ppeerrffoorrmmaannccee rriigghhttss
6,700,000
Tranche 2
Performance Rights vest if:
•
either paragraph (i) or (ii) below is satisfied by the Group for FY2023:
(i) where the Group failed to achieve positive EBITDA for FY2022 – the Group
6,700,000
achieves positive EBITDA for FY2023; or
(ii) where the Group achieved positive EBITDA for FY2022 – the Group achieves
EBITDA for FY2023 which exceeds the EBITDA which was achieved by the
Group for FY2022 by 50% or more; and
•
the Related Party has remained employed or engaged by the Group for the entirety
of FY2023.
Tranche 3
Performance Rights vest if:
•
the Group achieves EBITDA for FY2024 which exceeds the EBITDA which was
achieved by the Group for FY2023 by 50% or more; and
the Related Party has remained employed or engaged by the Group for the entirety
of FY2024.
•
6,700,000
63
Performance rights (continued)
30 June 2022 (continued)
VVeessttiinngg ccoonnddiittiioonnss
FY2024:
CCllaassss CC
All of the Class C Performance Rights will vest if, at the end of either FY2022, FY2023 or
7,500,000
NNuummbbeerr
the VWAP for the previous 90 Trading Days was at any time during the
applicable FY equal to $0.05 or more; and
the Related Party has remained employed or engaged by the Group for the
entirety of the applicable FY.
For the avoidance of doubt, the Class C Performance Rights can only vest once
(notwithstanding the above Vesting Conditions may be achieved in multiple FYs).
CCllaassss DD
All of the Class D Performance Rights will vest if, on the date which is 3 years
7,500,000
after the date of the Meeting (being 29 November 2024):
in either FY2022, FY2023 or FY2024, the Group achieved:
• NPAT of at least $1,000,000; and
An NPAT margin (measured as NPAT/Revenue) of at least 10%; and
the Related Party has remained employed or engaged by the Group for the entirety of the
3-year period.
The Group had also entered into performance rights based payment arrangements with employees and consultants in the
prior year. A total of 14,327,271 performance rights were issued with non-market performance conditions as agreed by the
Board. The fair value of the rights on grant date was $0.014 for a total fair value of $200,582.
•
•
•
•
•
Details
Opening balance
Shares issued
Shares converted to
ordinary shares
Shares lapsed on
cessation of
employment
Closing balance
3300 JJuunnee 22002222
Details
Opening balance
Shares issued
Shares converted to
ordinary shares
Shares lapsed on
cessation of
employment
Closing balance
Number
Class A
Number
Class B
Number
Class C
Number
Class D
Number
Employee
NNuummbbeerr
TToottaall
9,900,000
20,100,000
7,500,000
7,500,000
14,327,271
5599,,332277,,227711
(3,300,000)
(6,699,999)
(4,827,271)
((1144,,882277,,227700))
6,600,000
13,400,001
7,500,000
7,500,000
9,500,000
4444,,550000,,000011
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
--
--
--
--
--
Number
Class A
Number
Class B
Number
Class C
Number
Class D
Number
NNuummbbeerr
Employee
TToottaall
9,900,000
20,100,000
7,500,000
7,500,000
14,327,271
5599,,332277,,227711
-
-
-
-
-
9,900,000
20,100,000
7,500,000
7,500,000
14,327,271
5599,,332277,,227711
-
-
-
-
-
64
RLG / 2023Annual Report
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Performance rights (continued)
30 June 2022 (continued)
CCllaassss CC
VVeessttiinngg ccoonnddiittiioonnss
All of the Class C Performance Rights will vest if, at the end of either FY2022, FY2023 or
FY2024:
•
the VWAP for the previous 90 Trading Days was at any time during the
applicable FY equal to $0.05 or more; and
the Related Party has remained employed or engaged by the Group for the
entirety of the applicable FY.
•
For the avoidance of doubt, the Class C Performance Rights can only vest once
(notwithstanding the above Vesting Conditions may be achieved in multiple FYs).
CCllaassss DD
•
All of the Class D Performance Rights will vest if, on the date which is 3 years
after the date of the Meeting (being 29 November 2024):
in either FY2022, FY2023 or FY2024, the Group achieved:
•
• NPAT of at least $1,000,000; and
•
An NPAT margin (measured as NPAT/Revenue) of at least 10%; and
the Related Party has remained employed or engaged by the Group for the entirety of the
3-year period.
65
NNuummbbeerr
7,500,000
7,500,000
The Group had also entered into performance rights based payment arrangements with employees and consultants in the
prior year. A total of 14,327,271 performance rights were issued with non-market performance conditions as agreed by the
Board. The fair value of the rights on grant date was $0.014 for a total fair value of $200,582.
MMoovveemmeenntt iinn ppeerrffoorrmmaannccee rriigghhttss
3300 JJuunnee 22002233
Details
Opening balance
Shares issued
Shares converted to
ordinary shares
Shares lapsed on
cessation of
employment
Closing balance
3300 JJuunnee 22002222
Details
Opening balance
Shares issued
Shares converted to
ordinary shares
Shares lapsed on
cessation of
employment
Closing balance
Number
Class A
Number
Class B
Number
Class C
Number
Class D
Number
Employee
NNuummbbeerr
TToottaall
9,900,000
-
20,100,000
-
7,500,000
-
7,500,000
-
14,327,271
-
5599,,332277,,227711
--
(3,300,000)
(6,699,999)
-
-
(4,827,271)
((1144,,882277,,227700))
-
6,600,000
-
13,400,001
-
7,500,000
-
7,500,000
-
9,500,000
--
4444,,550000,,000011
Number
Class A
Number
Class B
Number
Class C
Number
Class D
Number
Employee
NNuummbbeerr
TToottaall
-
9,900,000
-
20,100,000
-
7,500,000
-
7,500,000
-
14,327,271
--
5599,,332277,,227711
-
-
-
-
-
--
-
9,900,000
-
20,100,000
-
7,500,000
-
7,500,000
-
14,327,271
--
5599,,332277,,227711
64
RLG / 2023 Annual Report
66
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Note 20: Share-based payment plans (continued)
Share-based payment expense
Vested component of options issued in previous financial period
Options issued to private investors
Remeasurement of shares granted/ to be granted to employees and
consultants for services rendered
Performance rights issued to directors, employees and consultants
Shares issued to employees for services rendered
Note
(i)
18
(ii)
22002233
$$
--
--
--
110022,,997744
2255,,000000
112277,,997744
2022
$
26,992
18,902
(76,000)
254,990
11,266
236,150
(i) Options issued to directors in FY2020 were cancelled on issue of performance rights which results in an acceleration
of the vesting with the full option value expensed in prior year.
(ii) The Company was required to issue shares as consideration for employment and consulting services provided in the
financial year ended 30 June 2021. As at 30 June 2021, the shares had not been issued as the Company was awaiting
formal acceptance of offers. As the service had been provided, the shares were valued at the closing share price of
$0.025 at balance date. The subsequent issue of these shares occurred on 9 September 2021 and 16 March 2022.
There was no difference between the actual and original valuation share price for the issue on 9 September 2021.
The actual share price for the 16 March 2022 issue was $0.013. The Company therefore performed a reassessment
of the fair value with the subsequent difference of $76,000 being recorded through the statement of profit or loss and
other comprehensive income in the current financial year.
Share Options
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
link the reward of eligible participants and the creation of shareholder value;
eligible participants to receive 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.
Share Options (continued)
3300 JJuunnee 22002233
UUnnlliisstteedd OOppttiioonnss::
UUnnlliisstteedd PPeerrffoorrmmaannccee OOppttiioonnss::
The following share option based payment arrangements were in place during the current and prior periods:
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
Private investors
4,807,691
30 December 2021 30 November 2024
$0.05
$18,902
30 December
EExxeerrcciiss
ee pprriiccee
$$
FFaaiirr vvaalluuee
aatt ggrraanntt
ddaattee
$$
Private investors
30,000,000
30 December 2021 30 November 2024
$0.05
$117,948
(i) 1,000,000 Incentive Options will vest for every $1,000,000 revenue (minimum $100,000 Gross Margin), commencing
when an initial $200,000 Gross Margin has been achieved. As the minimum gross margin has not been achieved at
balance date, the incentive options are considered to have not vested and accordingly no expense has been recorded
through the statement of profit or loss and other comprehensive income.
The fair value of the equity settled unlisted share options, with non-market conditions, granted to private investors are
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)
(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.
(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.
3300 JJuunnee 22002222
(iii) The options have been valued at grant date which was 30 December 2021.
EExxeerrcciiss
ee pprriiccee
$$
FFaaiirr vvaalluuee
aatt ggrraanntt
ddaattee
$$
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
VVeessttiinngg ddaattee
Private investors
4,807,691
30 December 2021 30 November 2024
$0.05
$18,902
30 December
UUnnlliisstteedd OOppttiioonnss::
UUnnlliisstteedd PPeerrffoorrmmaannccee OOppttiioonnss::
Corporate, investor
and public relations
Private investors
30,000,000
30 December 2021 30 November 2024
$0.05
$117,948
consultant (ii)
20,000,000
16 March 2022
16 June 2022
$0.05
$50,859
2021
(i)
74.83%
0.96%
426
5.0
2.1
2021
(i)
(ii)
65
66
RLG / 2023Annual Report
67
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Share Options (continued)
The following share option based payment arrangements were in place during the current and prior periods:
3300 JJuunnee 22002233
UUnnlliisstteedd OOppttiioonnss::
Private investors
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
EExxeerrcciiss
ee pprriiccee
$$
FFaaiirr vvaalluuee
aatt ggrraanntt
ddaattee
$$
4,807,691
30 December 2021 30 November 2024
$0.05
$18,902
VVeessttiinngg ddaattee
30 December
2021
UUnnlliisstteedd PPeerrffoorrmmaannccee OOppttiioonnss::
Private investors
30,000,000
30 December 2021 30 November 2024
$0.05
$117,948
(i)
(i) 1,000,000 Incentive Options will vest for every $1,000,000 revenue (minimum $100,000 Gross Margin), commencing
when an initial $200,000 Gross Margin has been achieved. As the minimum gross margin has not been achieved at
balance date, the incentive options are considered to have not vested and accordingly no expense has been recorded
through the statement of profit or loss and other comprehensive income.
The fair value of the equity settled unlisted share options, with non-market conditions, granted to private investors are
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)
(i) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may
74.83%
0.96%
426
5.0
2.1
(iii)
(ii)
NNoottee
(i)
also not necessarily be the actual outcome.
(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.
(iii) The options have been valued at grant date which was 30 December 2021.
3300 JJuunnee 22002222
UUnnlliisstteedd OOppttiioonnss::
Private investors
NNuummbbeerr
GGrraanntt ddaattee
EExxppiirryy ddaattee
EExxeerrcciiss
ee pprriiccee
$$
FFaaiirr vvaalluuee
aatt ggrraanntt
ddaattee
$$
4,807,691
30 December 2021 30 November 2024
$0.05
$18,902
UUnnlliisstteedd PPeerrffoorrmmaannccee OOppttiioonnss::
Private investors
Corporate, investor
and public relations
consultant (ii)
20,000,000
30,000,000
30 December 2021 30 November 2024
$0.05
$117,948
16 March 2022
16 June 2022
$0.05
$50,859
66
VVeessttiinngg ddaattee
30 December
2021
(i)
(ii)
RLG / 2023 Annual Report
68
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 20: Share-based payment plans (continued)
Share Options (continued)
Note 21: Financial instruments
Capital risk management
(i)
1,000,000 Incentive Options will vest for every $1,000,000 revenue (minimum $100,000 Gross Margin), commencing
when an initial $200,000 Gross Margin has been achieved. As the minimum gross margin has not been achieved at
balance date, the incentive options are considered to have not vested and accordingly no expense has been recorded
through the statement of profit or loss and other comprehensive income.
(ii) The performance options converted to unlisted options following the expiry of 3 months and satisfaction of service
conditions. The unlisted options to be received upon conversion of the Performance options were to have an exercise
price of $0.05 with a 3-year expiry. The Performance Options lapsed on conclusion of the corporate mandate.
Accordingly, no expense has been recorded through the statement of profit or loss and other comprehensive income.
The fair value of the equity settled unlisted share options, with non-market conditions, granted to private investors are
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)
74.83%
0.96%
426
5.0
2.1
(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.
(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.
(iii) The options have been valued at grant date which was 30 December 2021.
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
Expired during the year
Outstanding at the end of year
Exercisable at the end of year
22002233
NNuummbbeerr
2022
Number
4477,,880077,,669911
--
((1133,,000000,,000000))
--
3344,,880077,,669911
60,229,394
64,807,691
(40,000,000)
(37,229,394)
47,807,691
3344,,880077,,669911
47,807,691
The weighted average exercise price for all options noted above was $0.05 (2022: $0.07).
The weight average remaining life of options is 1.42 years.
United State Dollars (USD or US$)
((22,,777799,,333300))
(1,529,396)
33,,773311,,669988
3,726,830
67
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.
Categories of financial instruments
22002233
$$
11,,441199,,558866
33,,776688,,661155
223355,,223300
229977,,441144
2022
$
22,,441144,,229999
33,,997799,,444499
339999,,999944
113300,,000000
33,,669900,,778888
660000,,000000
33,,113344,,554400
-
FFiinnaanncciiaall aasssseettss
Cash and cash equivalents
Trade and other receivables
Other current assets
Other financial assets
FFiinnaanncciiaall lliiaabbiilliittiieess
Trade and other payables
Short-term borrowing
Financial risk management objectives
risk and cash flow interest rate risk.
Market risk
Foreign currency risk management
fluctuations arise.
Singapore Dollars (SGD or S$)
Hong Kong Dollars (HKD or H$)
Chinese Yuan (CNY)
The Group is exposed to market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the balance
date expressed in Australian dollars are as follows:
Liabilities
22002233
$$
((8822))
((66,,556644))
((22,,007700))
68
2022
$
-
-
(2,168)
Assets
22002233
$$
--
2244,,999955
55,,663399
2022
$
2,585
23,923
7,798
RLG / 2023Annual Report
69
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 21: Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, reserves and accumulated losses.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax and
general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the
risks associated with each class of capital.
Categories of financial instruments
FFiinnaanncciiaall aasssseettss
Cash and cash equivalents
Trade and other receivables
Other current assets
Other financial assets
FFiinnaanncciiaall lliiaabbiilliittiieess
Trade and other payables
Short-term borrowing
22002233
$$
11,,441199,,558866
33,,776688,,661155
223355,,223300
229977,,441144
2022
$
22,,441144,,229999
33,,997799,,444499
339999,,999944
113300,,000000
33,,669900,,778888
660000,,000000
33,,113344,,554400
-
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.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.
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:
Liabilities
Assets
United State Dollars (USD or US$)
Singapore Dollars (SGD or S$)
Hong Kong Dollars (HKD or H$)
Chinese Yuan (CNY)
2022
$
(1,529,396)
-
-
(2,168)
22002233
$$
33,,773311,,669988
--
2244,,999955
55,,663399
2022
$
3,726,830
2,585
23,923
7,798
22002233
$$
((22,,777799,,333300))
((8822))
((66,,556644))
((22,,007700))
68
RLG / 2023 Annual Report
70
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 21: Financial instruments (continued)
Note 21: Financial instruments (continued)
FFoorreeiiggnn ccuurrrreennccyy sseennssiittiivviittyy aannaallyyssiiss
The Group is exposed to USD, SGD, HKD and CNY currency fluctuations.
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.
USD Impact
SGD Impact
HKD Impact
CNY Impact
Profit or loss (i)
22002233
$$
8855,,557799
((88))
11,,667755
332244
2022
$
119999,,776677
223355
22,,117755
551122
Equity (ii)
22002233
$$
((9922,,226622))
((336644,,333333))
((33,,883366))
((22,,002255))
2022
$
((221199,,778899))
((338855,,662211))
((33,,336655))
((22,,002255))
(i) This is mainly attributable to the exposure outstanding on foreign currency denominated net assets at year-end in the
Group.
(ii) 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.
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.
RReemmaaiinniinngg ccoonnttrraaccttuuaall mmaattuurriittiieess
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
3300 JJuunnee 22002233
NNoonn--ddeerriivvaattiivveess
NNoonn--iinntteerreesstt bbeeaarriinngg
Trade and other payables
IInntteerreesstt bbeeaarriinngg
Short-term borrowing
TToottaall nnoonn--ddeerriivvaattiivveess
3300 JJuunnee 22002222
NNoonn--ddeerriivvaattiivveess
NNoonn--iinntteerreesstt bbeeaarriinngg
Trade and other payables
IInntteerreesstt rraattee
11 yyeeaarr oorr lleessss
RReemmaaiinniinngg ccoonnttrraaccttuuaall
mmaattuurriittiieess
3,690,788
3,690,788
10%
645,205
4,335,993
645,205
4,335,993
IInntteerreesstt rraattee
11 yyeeaarr oorr lleessss
RReemmaaiinniinngg ccoonnttrraaccttuuaall
mmaattuurriittiieess
3,134,540
3,134,540
Interest rate risk management
Fair value of financial instruments
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.
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.
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.
69
70
RLG / 2023Annual Report
71
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 21: Financial instruments (continued)
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.
RReemmaaiinniinngg ccoonnttrraaccttuuaall mmaattuurriittiieess
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
3300 JJuunnee 22002233
NNoonn--ddeerriivvaattiivveess
NNoonn--iinntteerreesstt bbeeaarriinngg
Trade and other payables
IInntteerreesstt bbeeaarriinngg
Short-term borrowing
TToottaall nnoonn--ddeerriivvaattiivveess
3300 JJuunnee 22002222
NNoonn--ddeerriivvaattiivveess
NNoonn--iinntteerreesstt bbeeaarriinngg
Trade and other payables
IInntteerreesstt rraattee
11 yyeeaarr oorr lleessss
RReemmaaiinniinngg ccoonnttrraaccttuuaall
mmaattuurriittiieess
3,690,788
3,690,788
10%
645,205
4,335,993
645,205
4,335,993
IInntteerreesstt rraattee
11 yyeeaarr oorr lleessss
RReemmaaiinniinngg ccoonnttrraaccttuuaall
mmaattuurriittiieess
3,134,540
3,134,540
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.
70
RLG / 2023 Annual Report
72
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 22: Commitments and contingencies
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 16 as they are exempt due to the short term nature of the
leases.
Future minimum rentals payable under the leases are as follows:
22002233
$$
4488,,889933
--
--
4488,,889933
2022
$
-
-
-
-
Within one year
After one year but not more than five years
More than five years
Capital commitments
As at 30 June 2023 and 30 June 2022 the Group has no capital commitments.
Note 23: Related party disclosure
Parent entity
RooLife Group Ltd is the ultimate Australian parent entity and ultimate parent of the Group.
Subsidiaries
Interests in subsidiaries are set out in Note 24 below.
Key management personnel compensation
The aggregate compensation made to directors and other key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
22002233
$$
889900,,449933
4422,,332222
110022,,997744
11,,003355,,778899
2022
$
1,207,005
70,130
231,000
1,508,135
During the year ended 30 June 2023 and 30 June 2022, 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
22002233
$$
3366,,669900
3366,,669900
2022
$
23,134
23,134
Note 24: Interests in subsidiaries
The consolidated financial statements include the financial statements of RooLife Group Ltd and the subsidiaries listed in
the following table.
Name of entity
Country of
incorporation
OpenDNA (UK) Limited
United Kingdom
OpenDNA (Singapore) Pte Ltd
Singapore
CHOOSE Digital Pty Ltd
RooLife Pty Limited
RooLife (HK) Limited
Blackglass Pty Ltd
QBID Pty Ltd
QBID Holdings Pty Ltd
Qualis Pty Ltd
Qualis Brands Pty Ltd
RooLife China
Remedy Drinks China Pty Ltd
Vora Health Group Pty Ltd
Australia
Australia
Hong Kong
Australia
Australia
Australia
Australia
Australia
China
Australia
Australia
% Equity interest
Investment
2023
%
2022
%
2023
$
2022
$
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
4,865,516
4,865,516
98
658,333
558,334
300,000
652,851
-
-
-
-
-
-
38,157
98
658,333
558,334
300,000
652,851
-
-
-
-
-
-
-
RooLife Group Ltd is the ultimate Australia parent entity and the ultimate parent of the Group. Balances and transactions
between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on
consolidation.
Note 25: Parent entity disclosures
Financial position
Current assets
Non-current assets – equipment
Current liabilities
Net assets
Non-current assets – investments in, and loans to, subsidiaries
Equity
Issued capital, net of capital raising costs
Share-based payments reserve
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive loss
Total comprehensive loss
22002233
$$
556644,,777700
99,,882277
44,,226655,,339911
((992277,,116600))
33,,991122,,882288
2022
$
528,925
4,360
6,172,299
(633,608)
6,071,976
3300,,772244,,000088
11,,559922,,664433
30,411,426
1,777,251
((2288,,440033,,882233))
(26,116,701)
33,,991122,,882288
6,071,976
((22,,228877,,112222))
(2,534,936)
--
-
((22,,228877,,112222))
(2,534,936)
71
72
RLG / 2023Annual Report
73
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 24: Interests in subsidiaries
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
Remedy Drinks China Pty Ltd
Vora Health Group Pty Ltd
Country of
incorporation
United Kingdom
Singapore
Australia
Australia
Hong Kong
Australia
Australia
Australia
Australia
Australia
China
Australia
Australia
% Equity interest
2023
%
2022
%
Investment
2023
$
2022
$
100
100
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
-
-
-
-
-
38,157
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.
Note 25: Parent entity disclosures
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
72
22002233
$$
556644,,777700
99,,882277
44,,226655,,339911
((992277,,116600))
33,,991122,,882288
2022
$
528,925
4,360
6,172,299
(633,608)
6,071,976
3300,,772244,,000088
11,,559922,,664433
((2288,,440033,,882233))
33,,991122,,882288
30,411,426
1,777,251
(26,116,701)
6,071,976
((22,,228877,,112222))
--
((22,,228877,,112222))
(2,534,936)
-
(2,534,936)
RLG / 2023 Annual Report
74
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
For the year ended 30 June 2023
Note 25: Parent entity disclosures (continued)
Note 27: Events subsequent to the reporting date
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 1, except for the
following:
•
•
• Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity;
Investments in associates are accounted for at cost, less any impairment, in the parent entity;
an indicator of an impairment of the investment.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
As at 30 June 2023, the Company has not entered into any cross guarantees with any of its subsidiaries (30 June 2022:
Nil).
Contingent liabilities of the parent entity
As at 30 June 2023 the Company has no contingent liabilities (30 June 2022: Nil).
Capital commitments
As at 30 June 2023 the Company has no capital commitments (30 June 2022: Nil).
Note 26: Auditor’s remuneration
The auditor of RooLife Group Ltd is HLB Mann Judd.
Auditor of the parent entity
Audit or review of the financial statements
Network firm of the parent Company auditor
Audit of financial statements for Roolife (HK) Limited
Other services for RooLife (HK) Limited
22002233
$$
2022
$
6600,,776600
6600,,776600
48,872
48,872
44,,883322
33,,336633
88,,119955
6688,,995555
--
11,,555577
1,557
50,429
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
On 14 July 2023, the Company entered into a convertible note agreement with existing shareholder Xiaodan Wu ( A Hong
Kong Based substantial shareholder in RLG), the key terms are as follow:
Amount $200,000
Term is 12 months.
Term.
8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
5 Full Paid Ordinary shares in RLG will be issued to the lender for every A$1.00 loaned.
Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the
RIG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share
If at any time RLG repays the whole or any part of the Loan by way of an issue of RLG Shares then RLG
may, for the purpose of calculating the number of RLG Shares to be issued, reduce directly from the
value of the relevant loan amount any amounts paid by RLG to that point as interest in respect of the
relevant loan amount.
The Loan will be secured by a charge over RLG's inventory, receivable amounts, prepayments, and
deposits, capped at the value Of the Loan amount.
On 14 July 2023, the Company entered into an unsecured loan agreement with Directors, The key terms are as follow:
A line of credit of $400,000, being $200,000 from Bryan Carr and $200,000 from Warren Barry, to be
draw, for sale of productions into China.
Repayment per transaction, typically 90 days terms for repayment to be agreed between lender and
Borrower on a case-by-case basis.
10% per annum interest rate on loan amount drawn down, payable in arrears.
On 27 September 2023, the Company entered into a convertible note agreement with Westcap Pty Ltd, the key terms are
as follow:
8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
Provision of 2,000,000 Fully Paid Ordinary Shares in RLG (RLG Shares) to be issued to the lender upon
Amount $1,000,000
execution.
Term is 13 months.
Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the
Term, or to repaid at the end of the Term.
RLG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share.
The Loan will be secured by a charge over RLG’s inventory directly purchased with and capped at the
value of the Loan amount.
There has been no other 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.
73
74
RLG / 2023Annual Report
75
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2023
Note 27: Events subsequent to the reporting date
On 14 July 2023, the Company entered into a convertible note agreement with existing shareholder Xiaodan Wu ( A Hong
Kong Based substantial shareholder in RLG), the key terms are as follow:
-
-
-
-
-
-
-
-
-
Amount $200,000
8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
5 Full Paid Ordinary shares in RLG will be issued to the lender for every A$1.00 loaned.
Term is 12 months.
Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the
Term.
RIG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share
If at any time RLG repays the whole or any part of the Loan by way of an issue of RLG Shares then RLG
may, for the purpose of calculating the number of RLG Shares to be issued, reduce directly from the
value of the relevant loan amount any amounts paid by RLG to that point as interest in respect of the
relevant loan amount.
The Loan will be secured by a charge over RLG's inventory, receivable amounts, prepayments, and
deposits, capped at the value Of the Loan amount.
On 14 July 2023, the Company entered into an unsecured loan agreement with Directors, The key terms are as follow:
-
-
-
A line of credit of $400,000, being $200,000 from Bryan Carr and $200,000 from Warren Barry, to be
draw, for sale of productions into China.
Repayment per transaction, typically 90 days terms for repayment to be agreed between lender and
Borrower on a case-by-case basis.
10% per annum interest rate on loan amount drawn down, payable in arrears.
On 27 September 2023, the Company entered into a convertible note agreement with Westcap Pty Ltd, the key terms are
as follow:
-
-
-
-
-
-
-
-
Amount $1,000,000
8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
Provision of 2,000,000 Fully Paid Ordinary Shares in RLG (RLG Shares) to be issued to the lender upon
execution.
Term is 13 months.
Lender may elect to convert part or all of the Loan into RLG Shares at any time prior to the end of the
Term, or to repaid at the end of the Term.
RLG may elect to repay the Loan in part or in full at any time prior to the end of the Term.
Any conversion of the Loan into RLG Shares will be at a conversion price of $0.025 per RLG Share.
The Loan will be secured by a charge over RLG’s inventory directly purchased with and capped at the
value of the Loan amount.
There has been no other 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.
74
RLG / 2023 Annual Report
76
DIRECTORS’ 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.
ii.
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance
for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001, professional
reporting requirements and other mandatory requirements.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
b.
c.
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 2023.
This declaration is signed in accordance with a resolution of the board of directors.
______________________________
Bryan Carr
Managing Director and Chief Executive Officer
Dated: 29 September 2023
75
RLG / 2023Annual Report
77
INDEPENDENT AUDITOR’S REPORT
To the Members of RooLife Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of RooLife Group Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, 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 2023 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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.
78
Key Audit Matter
How our audit addressed the key audit matter
Carrying Value of Intangible Assets including
Goodwill
Notes 13 and 14 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 Group’s intangible assets 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.
Going concern
Note 1(e) of the financial report
The financial report is prepared on the going
concern basis, which contemplates continuity of
normal business and the realisation of assets and
settlement of liabilities in the ordinary course of
business.
If the going concern basis of preparation of the
financial statements was inappropriate, the
carrying amount of certain assets and liabilities
may have significantly differed.
The going concern basis of accounting was a key
audit matter due to the significance to users of the
financial report and the significant judgement
involved with forecasting cash flows.
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 definite life intangibles to be
tested for impairment;
- We critically evaluated the assumptions used
in management’s value-in-use model to
support the carrying value of the goodwill and
the basis for key assumptions;
- We reviewed the mathematical accuracy of the
value-in-use model;
- We performed sensitivity analyses around the
key inputs used in the model; and
- We examined the disclosures made in the
financial report.
Our procedures included but were not limited to the
following:
- We considered the appropriateness of the
going concern basis of accounting by
evaluating the underlying assumptions in cash
flow projections prepared by the Group
including sensitivity analysis and subsequent
events.
Our responsibilities in respect of the going concern
basis of accounting are included below under
Auditor’s responsibilities for the audit of the
financial report.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2023, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Key Audit Matter
How our audit addressed the key audit matter
Responsibilities of the Directors for the Financial Report
79
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.
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.
−
Carrying Value of Intangible Assets including
Goodwill
Notes 13 and 14 of the financial report
In accordance with AASB 136 Impairment of
Assets, the Group was required to assess at
the following:
Our procedures included, but were not limited to
balance date whether there was any indication that
- We reviewed management’s assessment of
the Group’s intangible assets may have been
whether any impairment indicators existed that
impaired. If any such indication existed, the Group
would require the definite life intangibles to be
was required to estimate the recoverable amount
tested for impairment;
The Group was also required to test goodwill for
support the carrying value of the goodwill and
of the asset.
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.
Going concern
Note 1(e) of the financial report
- We critically evaluated the assumptions used
in management’s value-in-use model to
the basis for key assumptions;
- We reviewed the mathematical accuracy of the
value-in-use model;
- We performed sensitivity analyses around the
key inputs used in the model; and
- We examined the disclosures made in the
financial report.
The financial report is prepared on the going
Our procedures included but were not limited to the
concern basis, which contemplates continuity of
normal business and the realisation of assets and
settlement of liabilities in the ordinary course of
following:
business.
- We considered the appropriateness of the
going concern basis of accounting by
evaluating the underlying assumptions in cash
flow projections prepared by the Group
including sensitivity analysis and subsequent
events.
Our responsibilities in respect of the going concern
basis of accounting are included below under
Auditor’s responsibilities for the audit of the
financial report.
If the going concern basis of preparation of the
financial statements was inappropriate, the
carrying amount of certain assets and liabilities
may have significantly differed.
The going concern basis of accounting was a key
audit matter due to the significance to users of the
financial report and the significant judgement
involved with forecasting cash flows.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2023, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
80
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, actions taken to eliminate threats
or safeguards applied.
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.
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
2023.
In our opinion, the Remuneration Report of RooLife Group Limited for the year ended 30 June 2023 complies
with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2023
D I Buckley
Partner
81
ADDITIONAL SECURITIES EXCHANGE
INFORMATION
The shareholders information set out below was applicable as at 27 September 2023.
(a) Distribution of equity securities
The following is a distribution schedule for fully paid ordinary shares:
Range
Total holders
1 - 1,000
1,001 - 5,000
5001-10,000
10,001-100,000
100,001 Over
Unmarketable Parcels
40
32
54
635
465
1,226
Units
6,662
131,761
461,123
28,103,458
691,885,129
720,558,133
% of Issued Capital
0.00
0.02
0.06
3.90
96.02
100.00
Minimum $ 500.00 parcel at $0.0140 per unit
35,715
451
7,668,263
Minimum
Parcel Size
Holders
Units
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, actions taken to eliminate threats
or safeguards applied.
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.
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
In our opinion, the Remuneration Report of RooLife Group Limited for the year ended 30 June 2023 complies
with Section 300A of the Corporations Act 2001.
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
2023.
Responsibilities
Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2023
D I Buckley
Partner
RLG / 2023 Annual Report
82
ADDITIONAL SECURITIES EXCHANGE INFORMATION (continued)
(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
17
19
20
MEGA HOLDINGS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MS XIAODAN WU
MR JAY SHAH
BNP PARIBAS NOMS PTY LTD
MR WARREN LESLIE BARRY + MRS SONIA ANNE BARRY
BARRY CONSULTING PTY LTD
MR GARY ROGER KNIGHTS
MR GUOXIAN ZHENG
MR BRYAN EDWARD CARR
MR MARK AUGUST NICKEL
MR FRANCO ANTONELLO
MR BRADLEY SAXBY
PELLICCIONE SF PTY LTD
MR PETER GRAEME FAULL
NEXT GENERATION FISHERIES PTY LTD
MR SIMON (SUI HEE) LEE
SPINDRIFT 272 PTY LTD
MR ERWAN NGUYEN
SHABAZ HOLDINGS PTY LTD
83,247,972
40,001,338
36,329,100
32,338,332
22,538,207
13,498,710
13,152,091
13,000,001
12,568,790
12,250,000
11,000,000
10,100,000
9,087,323
8,963,782
8,425,308
8,245,614
7,000,000
7,000,000
6,983,636
6,700,000
11.55
5.55
5.04
4.49
3.13
1.87
1.83
1.80
1.74
1.70
1.53
1.40
1.26
1.24
1.17
1.14
0.97
0.97
0.97
0.93
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
362,430,204
358,127,929
50.30
49.70
RLG / 2023Annual Report ADDITIONAL SECURITIES EXCHANGE INFORMATION (continued)
83
(c) Options, Performance Options and Performance Rights on Issue
The following unlisted options are on issue:
Number of Options
Number of
holders
Option Terms
4,807,691
4,807,691
6
Options exercisable at $0.05 expiring 30 November 2024.
The following performance unlisted options are on issue:
Number of Options
Number of
holders
Option Terms
30,000,000
6
Performance Options exercisable on vesting at $0.05
expiring 30 November 2024.
30,000,000
The following performance rights are on issue:
Number of
Performance Rights
Number of
holders
Option Terms
9,900,000
13,400,001
7,500,000
7,500,000
9,5000,000
44,500,001
4
4
4
4
5
Performance Rights convert to ordinary shares on vesting,
expiring 1 December 2024.
Performance Rights convert to ordinary shares on vesting,
expiring 1 December 2024.
Performance Rights convert to ordinary shares on vesting,
expiring 1 December 2024.
Performance Rights convert to ordinary shares on vesting,
expiring 1 December 2024.
Performance Rights convert to ordinary shares on vesting,
expiring 15 March 2029.
(d) Restricted Securities
There are no Restricted Securities on Issue
RLG / 2023 Annual Report 84
ADDITIONAL SECURITIES EXCHANGE INFORMATION (continued)
(e) 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.
(f) Substantial holders
The following shareholders are considered substantial shareholders of the Company:
• Mega Holdings Pty Ltd: 83,247,972 Shares (Representing 11.55% of total issued shares)
• Ms Xiaodan Wu: 36,329,100 (Representing 5.04% of total issued shares)
(g) 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.
RLG / 2023Annual Report 85
RLG / 2023 Annual Report Web: www.roolifegroup.com.au
E-mail: info@roolifegroup.com.au
Level 3, 1138 Hay Street,
West Perth , WA 6005
R O O L I F E G R O U P . C O M . A U