ROOLIFE GROUP LTD
ABN 14 613 410 398
ANNUAL REPORT
30 June 2024
CONTENTS
Page
Corporate information
1
Directors’ report
2
Remuneration report
13
Auditor’s independence declaration
23
Consolidated statement of profit or loss and other comprehensive income
24
Consolidated statement of financial position
25
Consolidated statement of changes in equity
26
Consolidated statement of cash flows
27
Notes to the financial statements
28
Consolidated entity disclosure statement
68
Directors’ declaration
69
Independent auditor’s report
70
Additional securities exchange information
74
1
CORPORATE INFORMATION
ABN 14 613 410 398
Directors
Grant Pestell
Non-Executive Chairman
Ye (Shenny) Ruan
Non-Executive Director
Bryan Carr
Managing Director and Chief Executive Officer
Terence Leung
Non-Executive Director
Company Secretary
Jyotika Gondariya
Registered office
Unit B11, Level 1, 431 Roberts Rd
Subiaco WA 6008
Tel: +61 (8) 6444 1702
Principal place of business
Unit B11, Level 1, 431 Roberts Rd
Subiaco WA 6008
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
MPH Lawyers
Suite 183, Level 6
580 Hay Street
Perth WA 6000
Bankers
National Australia Bank
Level 14, 100 St Georges Terrace
Perth WA 6000
Auditors
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 6000
Securities Exchange Listing
RooLife Group Ltd shares are listed on the Australian Securities Exchange (ASX: RLG)
Website address
www.roolifegroup.com.au
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 2024. In
order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
Directors
The names of directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Grant Pestell LL.B.
Non-Executive Chairman
Experience and expertise
Independent non-executive chairman since July 2016. Founding director of Murcia Pestell Hillard solicitors, who act for
the Company. Over 20 years’ experience in commercial litigation, corporate and commercial law with extensive experience
advising both listed and private companies particularly in the Information & Technology, Energy Resources and Mining
Resources Industries; and Managing Director of Murcia Pestell Hillard since 2000.
Other current listed directorships
Non-Executive Director of COSOL Limited from August 2019.
Former listed directorships in the last 3 years
None.
Interests in shares, options and performance shares
9,909,959 ordinary shares in RLG.
2,333,334 performance shares in RLG.
Ye (Shenny) Ruan BEcon, MBA, FINSIA, GAICD
Non-Executive Director
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.
1,166,667 performance shares in RLG.
3
DIRECTORS REPORT (Continued)
Directors (Continued)
Terence Leung BCom. LL.B.
Non-Executive Director (appointed 12 December 2023)
Experience and expertise
Mr Leung has over 15 years of professional experience in the financial services industry in Australia and Asia, spanning
investment banking and capital markets, principal investment and asset management. He has previously worked for
international investment bank Credit Suisse; China’s largest securities brokerage Huatai; and an Asian hedge fund manager.
More recently, he has been engaged in various business ventures involving China cross-border trade. Mr Leung holds
Bachelor Degrees in Commerce and Law from the University of Sydney. He is currently a licensed representative of Sunwah
Kingsway Holdings Limited in Hong Kong.
Other current listed directorships
None.
Former listed directorships in the last 3 years
None.
Interests in shares, options and performance shares
34,619,888 ordinary shares in RLG.
Nil 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.
8,750,000 performance shares in RLG.
4
DIRECTORS REPORT (Continued)
Directors (Continued)
Warren Barry BSC, MBA.
Executive Sales Director (resigned 12 December 2023)
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
None.
Interests in shares, options and performance shares
29,650,801 ordinary shares in RLG (on resignation).
10,500,000 performance shares in RLG (on resignation).
Company Secretary
Jyotika Gondariya CA
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 in the technology, resources and
construction sectors, including in assurance and advisory services. Mrs Gondariya has been involved in financial reporting,
initial public offerings, advising and implementation of expansion strategies and is well versed in technical accounting
concepts.
5
DIRECTORS REPORT (Continued)
Principal Activities
RLG is an e-commerce and digital marketing provider delivering integrated marketing services and e-commerce operations
leveraging RLG’s cross-cultural expertise in Australia, China, Hong Kong and more broadly across South-east Asia.
RLG specialises in market entry and cross-border e-commerce, providing a comprehensive sales platform, RLG
Marketplace, for brands to enter and sell into new markets.
The company markets and sells food, beverage and health and wellness products exclusively in the markets it operates in
and also sells its own health and food brand – VORA through its online RLG Marketplace:
•
With a global Client Base – 7 Countries
•
Platform Product Sales of $36 million delivered (FY2020 to current)
•
A growing margin on product sales
•
A growing number of online and offline sales channels.
RLG CONNECTS GLOBAL BRANDS DIRECTLY TO NEW MARKETS AND NEW CONSUMERS
The Company has strong sales and distribution partnerships, both online and offline, through which it sells its food, health
and wellbeing portfolio of products.
6
DIRECTORS REPORT (Continued)
Review of Operations
Through FY2024, RLG continued expansion of its marketing, distribution and sales of consumer health, wellness and food
and beverage products with additional sales channels added with tactical product brand selection. RLG has been working
closely and extensively, identifying and building out new partnerships in China and other markets where we are working
with well-established, highly credible businesses seeking quality Australian ingredients for product manufacturing for sale
of those products in China and internationally.
In addition to RLG’s established online stores in Australia and China, the Company is developing additional stores and sales
channel partnerships to be launched, including in new markets, through the balance of calendar year 2024.
Your investment in RLG provides diversified exposure to the largest e-Commerce market in the world – China (which is
nearly 3 times the size of the next biggest market, being the U.S.), and where RLG is focussed on the food and wellness
sector being marketed and delivered to a growing and increasingly affluent consumer base.
Operational highlights
•
The Company entered into agreements to source and supply health, wellness and food products to be sold both online
and through physical pharmacies in a variety of wholesale and retail businesses in China with a range of health and
food products delivered into the retail pharmacy market in 2024.
•
RLG expanded its portfolio of health and wellness products with the appointment by The Hydration Pharmaceuticals
Company Limited (ASX:HPC) for RLG to exclusively market, sell and distribute the Hydralyte range of electrolyte-rich
tablets, liquids and powders in China.
•
Service and product distribution contracts were also signed with Australian beauty products company, About Time
We Met, Australian Pharmaceutical company, Care Pharmaceuticals and a European entertainment group.
•
RLG’s portfolio of products focussed on the functional food, general health and wellness sectors and was further
extended with RLG appointed by Minijumbuk to market and sell its well-known Australian premium wool bedding
products including quilts, mattress toppers and pillows in China, achieving initial sales of approximately $725,000 in
the first 3 months of launch, driven by marketing activities implemented in FY2024.
•
RLG attended and promoted its product portfolio at China International Import Expo (CIIE) in Shanghai, the annual
major initiative of the Chinese government. RLG was supported at the CIIE by Austrade, Trade & Investment
Queensland, Global Victoria and Western Australia’s DPIRD. RLG was showcased on CCTV on a livestream broadcast
attracting 46,000 views and in People's Daily news coverage.
•
Media coverage in China showcasing RLG’s achievements and range of products in market, including the Company’s
own VORA Health range of products and the successful launch and positioning of Remedy Drinks Kombucha, including
coverage in the People’s Daily (http://world.people.com.cn/n1/2023/1108/c1002-40114059.html) and online media.
7
DIRECTORS REPORT (Continued)
Review of Operations (Continued)
Operational highlights (Continued)
•
RLG operated and managed the online sales platforms and digital marketing of the Kava range of products on behalf
of The Calmer Co in China and Australia for the majority of FY2024.
•
In December 2023, RLG implemented strategic changes to its Board, with Mr Terence Leung joining the Board as an
independent Non-Executive Director and Mr Warren Barry stepping down as a Director to focus exclusively on sales
and business development in an executive role with the Company. Mr Leung, based in Hong Kong and with extensive
China-based business and financial markets expertise, is working closely with both the China-based and Australia
teams to progress new sales opportunities.
•
RLG executed a binding term sheet with e-Commerce, digital marketing and supply chain company, Fujian Jushi
Supply Chain Management, for it to sell RLG’s products in China. Fujian Jushi Supply Chain Management markets and
sells a range of high-end alcoholic beverages, health supplements and luxury goods and is to sell products supplied
by RLG.
o
This new sales channel is expected to drive product profit margin growth of sales of RLG’s products, with
marketing the responsibility of the sales channel which is to be incentivised for provision of profit to RLG with
Performance Rights. RLG proposed to issue 210 million performance rights to Fujian Jushi Supply Chain
Management for provision of up to $3.57m in net profit which will vest in the ratio of 5,000,000 performance
rights for every $85,000 in net profit, subject to shareholder and regulatory approval.
o
In further alignment of objectives, Fujian Jushi Supply Chain Management agreed to acquire $100,000 of
RLG shares at $0.0085, with proceeds received during the financial year and the share allotment processed
subsequent to year end.
o
First high-margin sales with Fujian Jushi Supply Chain Management Co., Ltd for RLG’s health and wellness
products were achieved with sales of $245,000 and cash profit of $60,000 received in June 2024.
•
Strategic investment placement with Guizhou Yuanzhuang Jiangjiu Supply Chain., Ltd Co. completed to raise
$500,000. Guizhou Yuanzhuang Jiangjiu Supply Chain manufactures and sells premium beverages in China and has
strong distribution and commercial supply networks.
•
RLG entered into an agreement with Henan Rock Kangaroo Brand Management Co., Ltd for it to manufacture and
supply beer produced from Australian ingredients which RLG sells through its online and offline channels in China.
The agreement with Henan Rock will service orders from RLG’s distribution network for a range of beers which are to
be marketed and sold under the Kangaroo Beer label. First sales in June 2024 achieved 50% profit margin contribution
to RLG with further orders completed in July 2024 and further monthly orders under negotiation.
Following a period of investment in growth and sales channel expansion, RLG continues to optimise its sales conversion
methods, delivering lower costs across the company and higher profit margin contribution from product sales, with the
following financial outcomes agreed in FY2024.
•
Lower margin product sales and channels on hold as the Company focuses on product and sales channel
optimisation to contribute positively to operating cashflow and profitability:
•
Continued development of own brand VORA health & wellness products targeting expanded range and sales
platforms growth.
•
Additional products are being marketed in FY2025 and are expected to generate sales that will contribute to achieving
higher net profit margins in line with the Company’s strategy.
8
DIRECTORS REPORT (Continued)
Review of Operations (Continued)
Strategic and structural changes to the business were implemented throughout FY2024 with key business financial
improvements achieved as follows as the Company focussed in 2HY on identifying higher margin products and sales
channels.
•
Gross profit margin improved by 2.6% from FY2023 and new sales channels contributed a Gross profit margin of 25%
in just the first month of sales in June 2024.
•
Employee & Contractor Fees* decreased 19.2% to $2,732,181
-19.2% from FY2023
•
P/L improved 9.5% to $2,105,751
+9.5% fromFY2023
•
P/L (excl. Non Cash Items) improved 18.3% to $1,806,656
+18.3% from FY2023
(* Excluding Investor Relations and Corporate Advisory Fees which also decreased 24% to $152,270 in FY2024.)
A continued focus on expense reduction while focusing on higher margin product sales contributed to the improving P/L
position with a reduced loss of ($1,806,656), after adjustment for non-cash items, in FY2024 as compared to FY2023
($2,212,481).
The Company is optimising all sales channels transactions with the Company focussing on driving higher profit margin
revenue by product and sales channel alignment. Higher margin product sales orders were launched with new sales
channel partners in June 2024 achieving 25% gross profit margins on product sales.
The Company is continuing to optimise sales conversion methods, expansion of sales platforms and geographic reach as
we work with our sales channels to target the supply and sale of higher-margin and identified, high demand products and
looks forward to updating shareholders on the Company’s progress.
Our recently announced sales channel partnerships are already making profitable contributions to the business and we
look forward to continued growth in these areas of focus. Securing distribution in an increasing number of physical stores
in China and growing sales and distribution partnerships is a key expansion priority that will continue in FY2025, leveraging
RLG’s exclusive product sales agreements and strong online presence with dedicated digital marketing and e-commerce
teams in China and Australia.
P/L (excluding Non
Cash Items)
Improved 18.3% to
($1,806,656)
+ 18.3%
- 19.2%
Employee &
Contractor Fees
Decreased 19.2% to
$2,884,452
Gross Profit Margin
Improved 2.6%
+ 2.6%
9
DIRECTORS REPORT (Continued)
Operating results for the year
The Group has earned revenue from continuing operations of $9,480,574 (30 June 2023: $12,320,889) with cash receipts
of $12,217,060, (30 June 2023: $12,093,533) with the consolidated loss attributable to members of the Group being
$2,087,044, (30 June 2023: $2,326,748) which includes non-cash based items totalling $299,096.
During the period the Company continued the implementation of cost minimisation across business operations along with
a strategic review of all sales channels transactions, with the objective to invest in higher margin products, increasing focus
on selling its own VORA range, appointing high margin sales channels and removing low margin sales channels, and aiming
to drive improved profitability across the Group.
As a result of a higher focus on product selection, revenue performance decreased but this was offset by a higher decrease
in cost of sales, with the Company realising a net improvement in gross margin. Effective product selection and cost
minimisation has also seen an improvement in other business metrics linked directly to delivery and importantly improved
P/L financial performance by $239,704 and by $424,533 with non-cash items excluded..
Following on from the strategic review, the Company commenced the implementation of high margin sales channels with
the appointment of Fujian Jushi Supply Chain Management. First sales from this channel have contributed $245,000 in
revenue and $60,000 in profit in just the first month of trading. Further transactions have been delivered at the
commencement of FY2025 and the Company expects to secure further orders to contribute meaningful net profit
contributions, which in combination with reduced operating costs, is expected to contribute positively to operating
cashflow and profitability.
Other expenses are $209,215 lower in FY2024, with the exclusion of a one-off bad debt expense of $162,197 in FY2023
results that was attributable to the write-off of a receivable inherited on the acquisition of QBID Pty Ltd in October 2019.
Other expenses also include $148,025 in interest costs paid on the Company’s short and long term borrowings.
Other income for FY2023 also included 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.
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.
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 15 July 2024, the Company issued 11,764,706 ordinary shares to Fujian Jushi Supply Chain Management to raise
proceeds of $100,000 which were received prior to 30 June 2024 and held in escrow, subject to issue of shares.
On 14 August 2024, the Company made repayment of $200,000 for the Convertible Loan arrangement with Xiaodan Wu.
The 8,000,000 Convertible Debt Securities with a conversion price of $0.025 lapsed on repayment of the loan.
On 28 August 2024, the Company announced that it will undertake a renounceable entitlement issue, key details of which
are as follows:
•
1 share for every 1 share held by shareholders registered at the record date at an issue price of $0.004 per share,
together with 1 free attaching Option for every 2 shares held.
•
Based on the capital structure of the Company (assuming no existing options or performance shares are exercised
prior to record date), a maximum of 794,146,368 shares and 397,073,184 options will be issued pursuant to the
entitlements issue to raise up to $3,176,585. No funds will be raised from the issue of the options.
•
The options will have an exercise price of 1 cent and a term of 2 years.
•
Included in the entitlement issue is a shortfall offer which will allow Shareholders to apply for additional shares and
attaching options in excess of their entitlements.
10
DIRECTORS REPORT (Continued)
Significant events after balance date (continued)
•
All directors and key management personnel intend to participate and are sub-underwriting additional $200,000
thousand from the shortfall.
•
The Rights Issue is partially underwritten to $1,500,000 by Lead Manager and Underwriter Mahe Capital Pty Ltd.
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.
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 2024, 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.
Board Meetings
Number of meetings held:
6
Number of meetings
attended:
Number of meetings
eligible to attend
Grant Pestell
5
6
Shenny Ruan
6
6
Terence Leung
4
4
Bryan Carr
6
6
Warren Barry
2
2
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:
Fully paid
ordinary shares
Share
options
Performance
Shares
Directors
Number
Number
Number
Grant Pestell
9,909,959
-
2,333,334
Shenny Ruan
-
-
1,166,667
Terence Leung
34,619,888
-
-
Bryan Carr
18,950,000
-
8,750,000
63,479,847
-
12,250,001
11
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 2024 and is included on page 13.
Environmental legislation
The Group is not subject to any significant environmental legislation.
Key Risks
The Board is cognisant of certain principal risks that may impact the ability of the Group to achieve its business objectives
which include:
•
Exchange rates - the income and expenditure of the Group can and often will be accounted for in United States dollars
and other currencies, exposing the Company to the fluctuations and volatility of the rate of exchange between these
currencies and the Australian dollar as determined in international markets. The Group monitors and managed this
risk in the way of a natural hedge by negotiating supply and purchase contracts in the same currency and retaining
cash balances in the required foreign currency to eliminate risks of exchange rate movements.
•
Reliance on key management - The Group relies on its key senior management, each of whom has knowledge and
experience of the Company’s products and services that cannot be replicated by others in the short term. In the event
that key senior management terminate their employment relationship with the Company the loss could harm the
Company’s business. The Group manages this risk by specifying relevant periods of notice in their employment
agreements with the Company to allow the Group the time to recruit suitable replacements.
•
Contract risks - The Company's subsidiaries may operate through a series of contractual relationships with operators
and sub-contractors. All contracts carry risks associated with the performance by the parties thereto of their
obligations as to time and quality of work performed. Any disruption to services or supply may have an adverse effect
on the financial performance of the Company’s operations. The Group continues to monitor and closely manage
contractual and supply chains risks (which includes use of more than one key supplier or sales channel for our
products).
•
Capital requirements - the continued operations of the Group are dependent on its ability to obtain financing through
debt and equity means, or generating sufficient cash flows from future operations. Depending on whether the Group
executes its strategic plans to achieve budgeted outcomes, additional capital may be required (beyond current
ongoing capital raising activity) to support RLG’s growth and strategic plans. The Group continually monitors and
manages this risk by diversifying the use of available sources of financing between debt and equity to ultimately
achieve the most beneficial outcome for shareholders.
12
DIRECTORS REPORT (Continued)
Key Risks (Continued)
•
Regulatory risk – The Group will continue to have operations overseas jurisdictions and will be exposed to a range of
different legal and regulatory regimes. This will give rise to risks relating to labour practices, foreign ownership
restrictions, tax regulation, difficulty in enforcing contracts, and other issues. Possible sovereign risks include (without
limitation) changes in legislation, a shift in political attitude, changes in economic and social conditions, political
instability, the imposition of operating restrictions, government participation, changes to taxation rates and/or
concessions, exchange control, licensing, duties or imposts, repatriation of income, or return of capital. Any of these
factors may, in the future, adversely affect the financial performance and financial position of the Company.
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.
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 23 and forms part of this directors’ report for the year ended 30 June 2024.
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, 30 August 2024
13
REMUNERATION REPORT
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 2024. 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
Non-Executive Chairman
Ye (Shenny) Ruan
Non-Executive Director
Terence Leung
Non-Executive Director (appointed 12 December 2023)
Bryan Carr
Managing Director and Chief Executive Officer
Warren Barry
Executive Sales Director (resigned 12 December 2023)
Executives
Jyotika Gondariya
Chief Financial Officer and Company Secretary
Warren Barry
Head of Sales
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:
•
set competitive remuneration packages to attract and retain high calibre employees;
•
link executive rewards to shareholder value creation; and
•
establish appropriate, demanding performance hurdles for variable executive remuneration.
Other than the performance bonus scheme applicable to certain employees, remuneration is not linked to Group
performance.
Remuneration Committee
The Company does not have a separate remuneration committee until such time as the board is of a sufficient size and
structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the
Company.
The full board carries out the duties that would ordinarily be assigned to that committee, ensuring that the level and
composition of remuneration provided to attract and retain high quality directors and employees is commercially
appropriate and targeted to align with the interests of the Company whilst not resulting in a conflict with the objectivity of
its independent directors.
The board of directors of the Company is responsible for determining and reviewing compensation arrangements for the
directors, the CEO and the executive team.
The board assesses the appropriateness of the nature and amount of remuneration of directors and executives on a
periodic basis by reference to relevant employment market conditions with an overall objective of ensuring maximum
stakeholder benefit from the retention of a high-quality Board and executive team.
14
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 Mr Pestell and Ms Ruan and Mr
Leung. 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;
-
Ms Ruan: A$45,000 per annum plus superannuation; and
-
Mr Leung: A$45,000 per annum.
Mr Pestell and Ms Ruan received Performance Shares as incentivisation in FY2022. 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.
15
REMUNERATION REPORT (Continued)
Executive director and senior manager remuneration
Remuneration consists of fixed remuneration and variable remuneration (comprising short-term and long-term incentive
schemes).
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 2024.
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).
16
REMUNERATION REPORT (Continued)
Other Key Management Personnel Employment Contracts
(a)
Head of Sales’ contract
The terms and conditions of the employment contract entered into between the Company and Mr Barry are as
follows:
Commencement date:
13 December 2023;
Term:
The employment contract continues until either party terminates by giving the other
not less than three months' prior notice in writing;
Remuneration:
$250,000 per annum plus 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 Mr Barry in the course of his
employment; and
Non-solicitation:
Mr Barry 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).
(b)
Chief Financial Officer and Company Secretary’s contract
The terms and conditions of the employment contract entered into between the Company and Mrs Gondariya are
as follows:
Commencement date:
7 May 2021;
Term:
The employment contract continues until either party terminates by giving the other
not less than three months' prior notice in writing;
Remuneration:
$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).
17
REMUNERATION REPORT (Continued)
Remuneration of Key Management Personnel
30 June 2024
Short-term employee
benefits
Post-
employment
benefits
Share-
based
payments¹
Relative proportions of
remuneration of KMP that
are linked to performance
Salary &
fees
Other
Super
Shares /
Share options
Total
Fixed
remuneration
Remuneration
linked to
performance
$
$
$
$
$
%
%
Directors
Grant Pestell
71,175
-
-
4,265
75,440
94%
6%
Ye Ruan
45,000
-
4,950
2,132
52,082
96%
4%
Terence Leung
25,040
-
-
-
25,040
100%
0%
Bryan Carr
273,750
-
-
15,994
289,744
94%
6%
Warren Barry
112,329
-
12,356
4,312 128,997
97%
3%
Executives
Jyotika Gondariya 2
240,000
10,000
27,550
4,738
282,288
95%
5%
Warren Barry
137,671
-
15,144
5,285
158,100
97%
3%
904,965
10,000
60,000
36,726
1,011,691
¹ Share-based payments to Directors and Executives comprise of the vested component of performance shares granted
in previous financial years. The performance shares were valued at the closing market price on grant date as disclosed
in previous annual reports. The expense for FY2024 relates to the vested component of performance shares with market
based conditions. Although the conditions were not achieved, due to the existence of a market based condition, a reversal
of the expense is not permitted under AASB 2 Share Based Payments.
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 2024.
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
Other
Super
Shares /
Share options
Total
Fixed
remuneration
Remuneration
linked to
performance
$
$
$
$
$
%
%
Directors
Grant Pestell
71,175
-
-
10,867
82,042
87%
13%
Ye Ruan
45,000
-
4,725
5,433
55,158
90%
10%
Bryan Carr
273,750
-
-
40,749
314,499
87%
13%
Warren Barry
250,000
568
12,855
24,449 287,872
91%
9%
Executives
Jyotika Gondariya 2
240,000
10,000
24,742
21,476
296,218
89%
11%
879,925
10,568
42,322
102,974
1,035,789
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 previous annual reports.
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
REMUNERATION REPORT (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
30 June 2024
No performance rights were granted as compensation during the current year.
30 June 2023
No performance rights were granted as compensation during the previous year.
Key management personnel equity holdings
Fully paid ordinary shares
30 June
2024
Balance at
beginning of
year
Conversion
of vested
performance
rights
Net change
other
Purchased
on market
Disposal
Balance at
end of year
Balance
held
nominally
Number
Number
Number
Number
Number
Number
Number
Directors
Grant Pestell 1
9,909,959
-
-
-
-
9,909,959
-
Ye Ruan
-
-
-
-
-
-
-
Terence Leung
-
-
34,619,888 2
-
-
34,619,888
Bryan Carr
18,950,000
-
-
-
-
18,950,000
-
Warren Barry
29,650,801
-
(29,650,801) 3
-
-
-
Executives
Jyotika
Gondariya
1,229,090
1,000,000
-
-
-
2,229,090
-
Warren Barry
-
-
29,650,8013
338,250
-
29,989,051
-
59,739,850
1,000,000
34,619,888
338,250
-
95,697,988
-
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.
2 Mr Leung’s shareholding is held indirectly via Xiaodan Wu (spouse of Mr Leung) and represents the balance held on initial appointment
as a Director. Xiaodan Wu directly holds 7,081,346 shares and 27,538,542 shares are held through custodian BNP Paribas Nominees
Pty Ltd.
3 Net change other represents 29,650,801 shares held at resignation date as Director transferred to holdings disclosable as an Executive.
19
REMUNERATION REPORT (Continued)
Key management personnel equity holdings (continued)
Fully paid ordinary shares (continued)
30 June
2023
Balance at
beginning of
year
Conversion of
vested
performance right
Acquired on
market
Disposal on
market
Balance at end of
year
Balance
held
nominally
Number
Number
Number
Number
Number
Number
Directors
Grant Pestell 1
8,576,626
1,333,333
-
-
9,909,959
-
Ye Ruan
-
666,666
-
(666,666)
-
-
Bryan Carr
12,750,000
5,000,000
1,200,000
-
18,950,000
-
Warren Barry
25,325,267
3,000,000
1,325,534
-
29,650,801
-
Executives
Jyotika
Gondariya
229,090
1,000,000
-
-
1,229,090
-
46,880,983
10,999,999
2,525,534
(666,666)
59,739,850
-
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.
Share options
30 June 2024
There were no share options held by any Directors during the year ended 30 June 2024.
30 June 2023
Balance at
beginning of
year
Lapsed
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
Number
Number
Directors
Grant Pestell
1,500,000
(1,500,000)
-
-
-
-
-
Ye Ruan
-
-
-
-
-
-
Bryan Carr
-
-
-
-
-
-
Warren Barry
-
-
-
-
-
-
Executives
Jyotika Gondariya
-
-
-
-
-
-
-
1,500,000
(1,500,000)
-
-
-
-
-
20
REMUNERATION REPORT (Continued)
Key management personnel equity holdings (continued)
Performance rights and Performance shares
30 June 2024
Balance at
beginning of
year
Granted during
the year
Converted
during the year
Net change
other
Balance at end
of year
Number
Number
Number 1
Number
Number
Directors
Grant Pestell
4,666,667
-
-
-
4,666,667
Ye Ruan
2,333,334
-
-
-
2,333,334
Terence Leung
-
-
-
-
-
Bryan Carr
17,500,000
-
-
-
17,500,000
Warren Barry
10,500,000
-
-
(10,500,000)2
-
Executives
Jyotika Gondariya
2,000,000
-
(1,000,000)
-
1,000,000
Warren Barry
-
10,500,0002
10,500,000
37,000,001
-
(1,000,000)
-
36,000,001
1 The company has entered into performance rights based payment arrangement with Directors and Executives in previous years.
2 Net change other represents 10,500,000 performance shares held at resignation date as Director transferred to holdings disclosable as
an Executive.
30 June 2023
Balance at
beginning of
year
Granted during
the year
Converted
during the year
Net change
other
Balance at end
of year
Number
Number
Number 1
Number
Number
Directors
Grant Pestell
6,000,000
-
(1,333,333)
-
4,666,667
Ye Ruan
3,000,000
-
(666,666)
-
2,333,334
Bryan Carr
22,500,000
-
(5,000,000)
-
17,500,000
Warren Barry
13,500,000
-
(3,000,000)
-
10,500,000
Executives
Jyotika Gondariya
3,000,000
-
(1,000,000)
-
2,000,000
48,000,000
-
(10,999,999)
-
37,000,001
1 The company has entered into performance rights based payment arrangement with Directors and Executives in previous years.
21
REMUNERATION REPORT (Continued)
Key management personnel equity holdings (continued)
Convertible debt securities
30 June 2024
Balance at
beginning of
year
Granted during
the year
Converted
during the year
Net change
other
Balance at end
of year
Number
Number
Number
Number
Number
Directors
Grant Pestell
-
-
-
-
-
Ye Ruan
-
-
-
-
-
Terence Leung
-
-
-
8,000,000
8,000,000
Bryan Carr
-
-
-
-
-
Warren Barry
-
-
-
-
-
Executives
Jyotika Gondariya
-
-
-
-
-
Warren Barry
-
-
-
-
-
-
-
-
1 Mr Leung’s Convertible Debt Securities holding is held indirectly via Xiaodan Wu (spouse of Mr Leung) and represents the balance held
on initial appointment as a Director.
30 June 2023
There were no convertible debt securities held by any Directors during the year ended 30 June 2023.
Loans to key management personnel
No loans have been provided to any member of the Group’s key management personnel in the year.
22
REMUNERATION REPORT (Continued)
Key management personnel transactions
In addition to the above remuneration, related party transactions with key management personnel are described below.
2024
2023
$
$
The following amounts were paid to Murcia Pestell Hillard Pty Ltd, a
company related to Mr Pestell:
- provision of general legal services
109,663
36,690
- provision of capital raising service
24,665
-
The following amount were paid to ITS Consulting Pty Ltd and
Shabaz Family Trust, the organizations related to Mr Carr:
- Interest on long-term borrowings
20,493
-
As at 30 June 2024, the long-term loan provided to the company is for $200,0001
The following amount were paid to Barry Consulting Pty Ltd, a
company related to Mr. Barry:
- Interest on short-term borrowings
12,713
-
The following amount were paid to Xiaodan Wu, a person related to
Mr. Leung:
- Interest on convertible note
8,811
-
As at 30 June 2024, the convertible note with Xiaodan Wu is for $200,0001
Total:
176,345
36,690
1Please refer to Note 16 for terms and conditions.
END OF REMUNERATION REPORT
23
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 2024, 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
30 August 2024
D I Buckley
Partner
24
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
2024
2023
Notes
$
$
Continuing operations
Revenue
2, 4
9,480,574
12,320,889
Other income
2
146,636
364,246
9,627,210
12,685,135
Direct product, logistics and marketing costs
(7,549,827)
(9,928,945)
Staff and contactor costs of providing goods and services
(893,832)
(1,203,729)
Other costs of providing goods and services
(51,217)
(226,199)
Depreciation expense
12
(6,706)
(12,163)
Amortisation expense
13
(55,936)
(42,254)
Impairment of assets
11
(65,900)
(13,789)
Share based payment expense
20
(75,007)
(127,974)
Business development costs
(351,620)
(332,785)
Consulting and investor relation fees
(266,503)
(552,745)
Employee costs
(1,372,497)
(1,480,366)
Other expenses
2
(1,043,916)
(1,090,934)
Loss before income tax
(2,105,751)
(2,326,748)
Income tax benefit
3
-
-
Net loss for the year
(2,105,751)
(2,326,748)
Other comprehensive loss, net of income tax
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
28,911
39,626
Other comprehensive income for the year, net of income tax
28,911
39,626
Total comprehensive loss for the year
(2,076,840)
(2,287,122)
Loss for the year is attributable to:
Non-controlling interest
(18,707)
-
Owner of Roolife Group Limited
(2,087,044)
(2,326,748)
(2,105,751)
(2,326,748)
Basic loss per share (cents per share)
5
(0.28)
(0.33)
Diluted loss per share (cents per share)
5
(0.28)
(0.33)
The accompanying notes form part of these financial statements
25
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
2024
2023
Notes
$
$
Assets
Current assets
Cash and cash equivalents
7
1,035,051
1,419,586
Trade and other receivables
8
583,079
3,768,615
Financial asset
9
162,414
297,414
Other current assets
10
524,879
235,230
Inventories
11
196,312
331,255
Total current assets
2,501,735
6,052,100
Non-current assets
Property, plant and equipment
12
12,313
16,383
Deferred tax assets
3
17,815
21,839
Financial asset non-current
9
80,000
80,000
Other intangible assets
13
89,859
189,491
Goodwill
14
2,389,085
2,389,085
Total non-current assets
2,589,072
2,696,798
Total assets
5,090,807
8,748,898
Liabilities
Current liabilities
Trade and other payables
15
1,209,607
3,690,788
Short-term borrowing
16
1,200,000
600,000
Deferred revenue
2
104,775
517,208
Total current liabilities
2,514,382
4,807,996
Non-current liabilities
Deferred tax liabilities
3
17,815
21,839
Long-term borrowing
16
200,000
-
Provisions
17
6,235
6,235
Total non-current liabilities
224,050
28,074
Total liabilities
2,738,432
4,836,070
Net assets
2,352,375
3,912,828
Equity
Issued capital
18
31,209,387
30,724,007
Reserves
19
1,648,427
1,588,509
Accumulated losses
(30,486,732)
(28,399,688)
Equity attributable to the owners of Roolife Group Limited
2,371,082
3,912,828
Non-controlling interest
(18,707)
-
Total equity
2,352,375
3,912,828
The accompanying notes form part of these financial statements
26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
Year ended 30 June 2024
Issued
capital
Share-based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses
Non-
controlling
interest
Total equity
Notes
$
$
$
$
$
Balance as at 1 July
2023
30,724,007
1,592,643
(4,134)
(28,399,688)
-
3,912,828
Loss for the year
-
-
-
(2,087,044)
(18,707)
(2,105,751)
Other comprehensive
income, net of income
tax
-
-
28,911
-
-
28,911
Total comprehensive
loss for the year
-
-
28,911
(2,087,044)
(18,707)
(2,076,840)
Share issued during the
year
18
500,000
-
-
-
-
500,000
Share issue costs
18
(58,620)
-
-
-
-
(58,620)
Conversion of
performance shares
18,19
14,000
(14,000)
-
-
-
-
Share-based payments
20
30,000
45,007
-
-
-
75,007
Balance as at 30 June
2024
31,209,387
1,623,650
24,777
(30,486,732)
(18,707)
2,352,375
Year ended 30 June 2023
Issued
capital
Share-based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
losses
Non-
controlling
interest
Total equity
Notes
$
$
$
$
$
Balance as at 1 July
2022
30,411,425
1,777,251
(43,760)
(26,072,940)
-
6,071,976
Loss for the year
-
-
-
(2,326,748)
-
(2,326,748)
Other comprehensive
income, net of income
tax
-
-
39,626
-
-
39,626
Total comprehensive
loss for the year
-
-
39,626
(2,326,748)
-
(2,287,122)
Conversion of
performance shares
19
312,582
(312,582)
-
-
-
-
Share-based payments
19
-
127,974
-
-
-
127,974
Balance as at 30 June
2023
30,724,007
1,592,643
(4,134)
(28,399,688)
-
3,912,828
The accompanying notes form part of these financial statements
27
CONSOLIDATED STATEMENT OF CASHFLOWS
For the year ended 30 June 2024
2024
2023
Notes
$
$
Cash flows from operating activities
Receipts from customers
12,217,060
12,093,533
Payments to suppliers and employees
(14,132,294)
(13,746,985)
Interest received
31,811
25,448
Interest paid
(135,983)
(27,575)
Government grants and tax incentives
51,889
78,979
Net cash outflow from operating activities
7
(1,967,517)
(1,576,600)
Cash flows from investing activities
Payments for property, plant and equipment
(385)
(14,144)
Proceeds from / (payments for) security deposits (net)
63,413
(18,523)
Proceeds from / (payments for) intellectual property
24,000
(58,272)
Proceeds from sale of investments
1,000
-
Proceeds from repayment of convertible note
135,000
50,000
Net cash inflow/ (outflow) from investing activities
223,028
(40,939)
Cash flows from financing activities
Proceeds from issue of shares
500,000
-
Proceeds from shares to be issued
100,000
-
Payments for share issue costs
(58,620)
-
Proceeds from the issue of convertible notes
1,200,000
-
Proceeds from borrowings
400,000
600,000
Payment for borrowings
(800,000)
-
Net cash inflow from financing activities
1,341,380
600,000
Net decrease in cash and cash equivalents
(403,109)
(1,017,539)
Cash and cash equivalents at the beginning of the year
1,419,586
2,414,299
Effect of exchange rate fluctuations on cash held
18,574
22,826
Cash and cash equivalents at the end of the year
7
1,035,051
1,419,586
The accompanying notes form part of these financial statements
28
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
Note 1: Statement of material 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 2024
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.
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates makes amendments to various Australian Accounting Standards and AASB Practice Statement 2
Making Materiality Judgements change the way in which accounting policies are disclosed in financial reports. The
amendments require disclosure of material accounting policy information rather significant accounting policies and are
effective for annual reporting periods beginning on or after 1 January 2023. Accounting policy disclosure has been
updated in line with this standard. All other new standards had no material effect.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted
and have no material impact.
(c) Statement of compliance
The financial report was authorised for issue on 30 August 2024.
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.
Impairment of goodwill:
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the
recoverable amount of the cash generating units to which the goodwill is allocated. The assumptions used in this
estimation of recoverable amount and the carrying amount of goodwill are discussed in Note 14.
29
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(d) Significant accounting estimates and judgements (continued)
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees and third parties by reference to the fair value
of the equity instruments at the date at which they are granted. For share-based payments that do not contain market
conditions, the fair value is determined using a Black and Scholes model, using the assumptions detailed in Note 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 directors are of the opinion that the Group is a going concern for the following reasons:
•
As at the reporting date the Group had cash on hand amounting to $1,035,051 and net assets amounting to
$2,352,375. The Group had a working capital deficiency of $12,647, noting that the working capital deficiency included
a liability to issue shares to the value of $100,000 (refer to Note 15 for further details).
•
Subsequent to year end, on 15 July 2024, the Company issued 11,764,706 ordinary shares to Fujian Jushi Supply
Chain Management to extinguish the liability to issue shares of $100,000. On allotment of the shares, the proceeds
received are no longer held in escrow and become available for use and the liability is transferred to issued capital,
thereby contributing positively to working capital.
•
Subsequent to year end, on 28 August 2024, the Company announced that it will undertake a renounceable
entitlement issue, key details of which are as follows:
1 share for every 1 share held by shareholders registered at the record date at an issue price of $0.004 per share,
together with 1 free attaching Option for every 2 shares held.
Based on the capital structure of the Company (assuming no existing options or performance shares are
exercised prior to record date), a maximum of 794,146,368 shares and 397,073,184 options will be issued
pursuant to the entitlements issue to raise up to $3,176,585. No funds will be raised from the issue of the options.
The options will have an exercise price of 1 cent and a term of 2 years.
Included in the entitlement issue is a shortfall offer which will allow Shareholders to apply for additional shares
and attaching options in excess of their entitlements.
All directors and key management personnel intend to participate and are sub-underwriting additional $200,000
thousand from the shortfall.
The Rights Issue is partially underwritten to $1,500,000 by Lead Manager and Underwriter Mahe Capital Pty Ltd.
•
Funds raised from the renounceable entitlement issue will be used to enable the Company to:
Continue expansion and reach of its sales platform in both existing and new markets and drive increased profit
margin with the marketing and sales of higher-margin, high-demand products, including the Company’s own food
and health brand VORA;
Repay the outstanding convertible note.
The company has received a commitment from the convertible note holder to invest up to $1 million under the rights
issue.
(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;
•
is exposed, or has rights, to variable returns from its involvement in with the investee; and
•
has the ability to its power to affect its returns.
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.
30
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(f)
Basis of consolidation (continued)
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:
•
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.
31
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(h) Foreign currency translation (continued)
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 (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
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:
1 Identifying the contract with a customer
2 Identifying the performance obligations
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.
32
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(i)
Revenue recognition (continued)
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.
Transaction price
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.
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.
Performance obligations
The nature of contracts or performance obligations categorised within these revenue types include the following:
a)
Digital marketing services
This category includes:
•
SEO services and media management with performance conditions linked to the completion of the contracts;
•
Marketing consulting which is invoiced as the service is being performed with the performance obligations
satisfied during the delivery of the service;
•
Application development and subscription services which include content fees, page view fees and user
subscription fees linked to the activity of subscribers; and
•
Website services which include bespoke website builds, hosting fees and creative and design services.
Performance obligations are linked to milestone events and for hosting, on an ongoing delivery basis.
Revenue in relation to digital marketing services is recognised over time.
33
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(i)
Revenue recognition (continued)
Performance obligations (continued)
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.
Disaggregation of revenue
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.
Contract assets and contract liabilities
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and
reports these amounts as other liabilities in the statement of financial position. Similarly, if the Group satisfies a
performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable
in its statement of financial position, depending on whether something other than the passage of time is required before
the consideration is due.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group
and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that assets’ net carrying amount on initial recognition.
(j)
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.
34
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(k) Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of
the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when
the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging
instruments, are classified into the following categories:
•
amortised cost
•
fair value through profit or loss (FVTPL)
•
equity instruments at fair value through other comprehensive income (FVOCI)
•
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within other
expenses.
The classification is determined by both:
•
the entity’s business model for managing the financial asset
•
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within other
expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as
FVTPL):
•
they are held within a business model whose objective is to hold the financial assets to collect its contractual cash
flows
•
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.
35
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(k) Financial instruments (continued)
Subsequent measurement of financial assets (continued)
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are
categorised at fair value through profit 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.
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.
36
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(k) Financial instruments (continued)
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.
In applying this forward-looking approach, a distinction is made between:
•
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low
credit risk (‘Level 1’) and
•
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit
risk is not low (‘Level 2’).
•
‘Level 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are
recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the
expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets
and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash
flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group
uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses
using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics
they have been grouped based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the
Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for
derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses
recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging
instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
37
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(l)
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.
(m) Intangible assets
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation
is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is
reviewed at the end of each annual reporting period, with any changes in these accounting estimates being accounted for
on a prospective basis.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
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.
38
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(m) Intangible assets (continued)
Internally generated intangible assets – research and development expenditure (continued)
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.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they
satisfy the definition of an intangible asset and their fair values can be measured reliably.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired
separately.
(n) 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.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an
equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until
extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a
finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in
shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option
is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
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.
39
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 1: Statement of material accounting policies (continued)
(o) 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 cost of equity-settled transactions with those other than employees are measured at the fair value of the goods or
service received, unless fair value cannot be estimated reliably.
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.
40
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
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.
2024
2023
$
$
Revenue from contracts with customers
9,480,574
12,320,889
Reconciliation of revenue from contracts with customers
At a point in time
Product and Platform sales
6,828,187
9,044,994
6,828,187
9,044,994
Over time
Digital marketing services
2,652,387
3,275,895
2,652,387
3,275,895
Total Revenue
9,480,574
12,320,889
Unearned revenue at year end in relation to incomplete performance obligations amounted to $104,775 (2023: $517,208).
2024
2023
$
$
Other income
Interest income
38,551
25,652
Gain on disposal of fixed assets
2,000
-
Gain on sale of investment
1,000
-
Gain on extinguishment of financial liability
-
260,642
Grants and subsidies
105,085
77,952
146,636
364,246
2024
2023
$
$
Other expenses
Accountancy fees
18,604
46,133
Auditors’ remuneration
71,363
65,592
Bad and doubtful debts
48,740
180,324
Foreign exchange (gain) /loss
(1,186)
8,977
Interest expense
148,025
42,534
Legal fees
135,140
58,920
Rent and associated costs
101,474
141,833
Subscriptions and fees
105,663
116,399
Travel and accommodation
114,928
90,761
Loss on disposal of intangible assets
20,000
-
Other expenses
281,165
339,461
1,043,916
1,090,934
41
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 3: Income tax
Income tax recognised in profit or loss
The major components of tax benefit are:
2024
2023
$
$
Current tax benefit
-
-
Deferred tax benefit relating to the origination and reversal of
temporary differences
-
-
Total tax benefit
-
-
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
(2,105,751)
(2,326,748)
Income tax benefit calculated at 25% (2022: 25%)
(526,438)
(581,687)
Tax adjustment for foreign companies
752
(19,990)
Tax effect of amounts which are not deductible/(taxable) in
calculating taxable income:
•
Effect of expenses that are not deductible in determining
taxable profit
37,986
37,561
•
Effect of unused tax losses and timing differences not
recognised as deferred tax assets
489,341
409,474
•
Effect of changes in tax rates on timing difference
-
-
•
Effect of adjustment in tax from prior period
(1,641)
154,642
Income tax benefit reported in the consolidated statement of
comprehensive income
-
-
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
17,815
21,839
Deferred tax liabilities comprise:
Timing differences
17,815
21,839
17,815
21,839
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
Tax losses – revenue
5,202,961
4,721,175
Timing differences
95,288
57,028
Blackhole expenditure
40,504
75,884
5,338,753
4,854,087
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.
42
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
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 2024. Revenue is attributed to geographical location based on the
location of the target market.
Australia
Singapore
China
Consolidation
adjustments
Total
30 June 2024
$
$
$
$
$
Revenue
Sales to external customers
1,760,573
-
7,820,322
(100,321)
9,480,574
Total
1,760,573
-
7,820,322
(100,321)
9,480,574
Segment result
(1,978,047)
(83)
(127,621)
-
(2,105,751)
Interest income
38,372
-
179
-
38,551
Grants and subsidies
30,000
-
75,085
-
105,085
Depreciation
(5,403)
-
(1,303)
-
(6,706)
Amortisation
(40,924)
-
(15,012)
-
(55,936)
Impairment expense
(39,132)
-
(26,768)
-
(65,900)
Segment assets
17,403,164
-
3,339,841
(15,648,174)
5,094,831
Segment liabilities
(4,179,211)
(4,007,671)
(5,484,933)
10,929,359
(2,742,456)
43
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 4: Segment reporting (continued)
Segment information (continued)
Australia
Singapore
China
Consolidation
adjustments
Total
30 June 2023
$
$
$
$
$
Revenue
Sales to external customers
2,224,297
-
10,208,052
(111,460)
12,320,889
Total
2,224,297
-
10,208,052
(111,460)
12,320,889
Segment result
(2,249,764)
(87,745)
10,761
-
(2,326,748)
Interest income
25,502
-
150
-
25,652
Grants and subsidies
-
-
77,952
-
77,952
Depreciation
(11,611)
-
(552)
-
(12,163)
Amortisation
(13,368)
-
(28,886)
-
(42,254)
Impairment expense
-
-
(13,789)
-
(13,789)
Segment assets
18,155,726
-
6,451,120
(15,857,948)
8,748,898
Segment liabilities
(3,470,113)
(4,007,589)
(8,497,502)
11,139,134
(4,836,070)
Major customers
During the year ended 30 June 2024, approximately $4,822,030 (2023: $6,351,248) of the Group’s external revenue was
derived from sales to three major China, Hong-Kong and Australia based customers, through the China operating segment.
Other segment information
Segment revenue reconciliation to the statement of comprehensive income
2024
2023
$
$
Total segment revenue
9,580,895
12,432,349
Inter-segment sales elimination
(100,321)
(111,460)
Total
9,480,574
12,320,889
44
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 5: Loss per share
Basic and diluted loss per share
2024
2023
Cents per
share
Cents per
share
Total basic and diluted loss per share attributable to the ordinary
equity holders of the Company
(0.28)
(0.33)
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
(2,087,044)
(2,326,748)
Weighted average number of shares used as the denominator
Number
Number
Weighted average number of ordinary shares used in the
denominator in calculating loss per share
737,517,682
708,020,198
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 2024.
Note 7: Cash and cash equivalents
Note
2024
2023
$
$
Cash at bank and on hand
(i)
1,035,051
1,419,586
(i)
$100,000 of the cash balance relates to proceeds received for issue of ordinary shares. At balance date these funds
were held in escrow subject to issue of shares. The shares were issued subsequent to the financial year end on 15
July 2024.
Cash at bank earns interest at floating rates based on daily bank deposit rates.
At 30 June 2024, the Group had an undrawn amount of $249,999 (2023: $449,999) from its committed borrowing facilities
in respect of which all conditions precedent had been met.
45
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 7: Cash and cash equivalents (continued)
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:
2024
2023
$
$
Cash at bank and on hand, as above
1,035,051
1,419,586
Balance per statement of cash flows
1,035,051
1,419,586
Reconciliation of loss for the year to net cash flows from operating activities
2024
2023
$
$
Net loss for the year
(2,105,751)
(2,326,748)
Unrealised foreign exchange loss/ (gain)
26,806
(1,596)
Equity settled share-based payment
75,007
127,974
Bad and doubtful debts
48,740
180,324
Depreciation
6,706
12,163
Amortisation
55,936
42,254
Impairment of assets
65,900
13,789
Profit on sale of investment
(1,000)
-
Profit on sale of fixed assets
(2,000)
-
Loss on sale of intangible assets
20,000
-
Gain on extinguishment of financial liability
-
(260,642)
Change in net assets and liabilities:
(Increase)/Decrease in assets:
Trade and other receivables
2,434,035
(243,045)
Inventories
69,043
(59,383)
Increase/(Decrease) in liabilities:
Trade and other payables
(2,660,939)
938,310
Net cash from operating activities
(1,967,517)
(1,576,600)
Changes in liabilities arising from financing activities:
Note
Short-term
borrowing
Long-term
borrowing
$
$
Balance at 30 June 2023
16
600,000
-
Net cash from financing activities
600,000
200,000
Balance at 30 June 2024
16
1,200,000
200,000
46
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 8: Trade and other receivables
Note
2024
2023
$
$
Trade debtors
(i)
559,713
3,751,014
Allowance for impairment
(48,740)
-
Total
510,973
3,751,014
(ii) 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 specific debtors 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
2024
2023
$
$
Trade debtors, noted above
510,973
3,751,014
Accrued revenue
66,396
17,601
GST/VAT receivable
494
-
Other receivables
5,216
-
Total
583,079
3,768,615
Note 9: Financial assets
Note
2024
2023
$
$
Financial asset – current
(i)
162,414
297,414
Financial asset – non-current
(ii)
80,000
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.
47
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 10: Other current assets
2024
2023
$
$
Prepayments
376,492
75,672
Security deposits
145,377
156,547
Other
3,010
3,011
Total
524,879
235,230
Note 11: Inventories
2024
2023
$
$
Inventories at cost
303,742
372,785
Impairment allowance
(107,430)
(41,530)
Total
196,312
331,255
Impairment of inventories:
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. An impairment loss of $65,900 has been recorded during the year
(2023: $nil).
Note 12: Property, plant and equipment
Carrying value
30 June 2024
Office
equipment
Computer
equipment
Total
$
$
$
Cost
16,163
37,414
53,577
Accumulated Depreciation
(6,563)
(34,701)
(41,264)
Carrying value
9,600
2,713
12,313
30 June 2023
Office
equipment
Computer
equipment
Total
$
$
$
Cost
16,163
41,967
58,130
Accumulated Depreciation
(5,459)
(36,288)
(41,747)
Carrying value
10,704
5,679
16,383
48
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 12: Property, plant and equipment (continued)
Reconciliation
30 June 2024
Office
equipment
Computer
equipment
Total
$
$
$
Opening balance
10,704
5,679
16,383
Additions
-
2,636
2,636
Depreciation expense
(1,104)
(5,602)
(6,706)
Closing balance
9,600
2,713
12,313
30 June 2023
Office
equipment
Computer
equipment
Total
$
$
$
Opening balance
4,198
10,583
14,781
Additions
8,231
5,534
13,765
Depreciation expense
(1,725)
(10,438)
(12,163)
Closing balance
10,704
5,679
16,383
Impairment of fixed assets:
The recoverable amount of fixed assets is estimated to be in line with the carrying values, therefore, no impairment loss
has been recognised during the year (2023: $nil).
Note 13: Other intangible assets
Carrying value
30 June 2024
Technology
Customer
contracts
Trademark
Total
$
$
$
$
Cost
169,322
-
40,036
209,358
Accumulated amortisation
(86,315)
-
(33,184)
(119,499)
Carrying value
83,007
-
6,852
89,859
30 June 2023
Technology
Customer
contracts
Trademark
Total
$
$
$
$
Cost
163,195
50,000
40,036
253,231
Accumulated amortisation
(63,740)
-
-
(63,740)
Carrying value
99,455
50,000
40,036
189,491
49
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 13: Other intangible assets (continued)
Reconciliation
30 June 2024
Note
Technology
Customer
contracts
Trademark
Total
$
$
$
$
Opening balance
99,455
50,000
40,036
189,491
Addition
6,000
-
-
6,000
Amortisation
(22,752)
-
(33,184)
(55,936)
Disposal
(i)
-
(50,000)
-
(50,000)
Impairment
-
-
-
-
Foreign currency difference
304
-
-
304
Carrying value
83,007
-
6,852
89,859
(i)
The customer contracts were sold during the year for a cash consideration of $30,000, resulting in a loss on
disposal of $20,000.
30 June 2023
Technology
Customer
contracts
Trademark
Total
$
$
$
$
Opening balance
129,538
50,000
-
179,538
Addition
8,000
-
40,036
48,036
Amortisation
(42,254)
-
-
(42,254)
Impairment
-
-
-
-
Foreign currency difference
4,171
-
-
4,171
Carrying value
99,455
50,000
40,036
189,491
Impairment of intangible assets:
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 (2023: nil).
Note 14: Goodwill
Carrying value
2024
2023
$
$
Cost
4,405,266
4,405,266
Accumulated impairment
(2,016,181)
(2,016,181)
Carrying value
2,389,085
2,389,085
50
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 14: Goodwill (continued)
Reconciliation
2024
2023
$
$
Opening balance
2,389,085
2,389,085
Impairment
-
-
Carrying value
2,389,085
2,389,085
Impairment
Goodwill acquired through business combinations has been allocated to the following cash generating units:
•
Australia focused digital marketing
•
China focused digital marketing and e-commerce
Carrying amount of goodwill allocated to each of the cash generating units:
2024
2023
$
$
Australia focused digital marketing
958,333
958,333
China focused digital marketing and e-commerce
1,430,752
1,430,752
Carrying value
2,389,085
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.
30 June 2024
30 June 2023
Not
e
Australia
focused digital
marketing
China focused
digital
marketing and
e-commerce
Australia
focused digital
marketing
China focused
digital
marketing and
e-commerce
Pre-tax discount rate
(i)
19.2%
19.2%
17.6%
17.6%
Revenue growth rate
(ii)
5.0% - 9.3%
3.2% - 10.0%
(1.6%) - 15%
10% - 32.5%
Cost of sales growth rate
(iii)
(8.0%) - 5%
3% -9%
(17%) - 10%
7% -27%
Overheads growth rate
(iv)
(0.6%) - 2%
(31.1%) - 2%
1.3% - 5%
(3.3%) - 5%
(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.
51
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 14: Goodwill (continued)
Impairment (continued)
Key assumptions used in value-in-use calculations (continued)
(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. The revenue growth estimation remains comparable to the prior
period.
The revenue growth rate for the China focused digital marketing and e-commerce 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 has adopted a prudent approach in estimating growth given the reduced
growths 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 achieved from a strategic review of
China operations. 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 has been based by management on past
performance adjusted for cost savings resulting from a restructure of the operations team.
The overheads growth rate for the China focused digital marketing and e-commerce unit has been based by
management on past performance adjusted for cost savings initiatives implemented by the Group. Compared to prior
year, the overheads growth rate has decreased as further cost savings are expected to be realised in FY2025 following
the strategic review of China operations and following that are expected to increase at a conservative rate for the
remainer of the projection period.
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 6% (2023: 12%) for the Australia focused digital marketing unit and 2%
(2023: 5%) 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 12% (2023: 22%) for the Australia focused digital marketing unit and
3% (2023: 3%) for the China focused digital marketing and e-commerce unit before goodwill would need to be impaired,
with all other assumptions remaining constant.
The directors believe that other reasonable changes in the key assumptions on which the recoverable amount of, both the
Australia focused digital marketing unit and China focused digital marketing and e-commerce unit, goodwill is based on
would not cause the cash-generating units’ carrying amounts to exceed their recoverable amounts.
If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would
result in an impairment charge for the goodwill of both the Australia focused digital marketing unit and the China focused
digital marketing and e-commerce unit.
52
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 15: Trade and other payables (current)
Note
2024
2023
$
$
Trade payables
(i)
629,233
3,273,879
Accruals
149,018
122,883
Deferred remuneration and bonuses payable
48,135
36,525
Payroll liabilities
188,383
199,397
Security deposits payable
51,694
35,349
GST/VAT payable
-
833
Shares to be issued
(ii), 7(i)
100,000
-
Other payables
43,144
21,922
1,209,607
3,690,788
(i)
Trade payables are non-interest bearing and are normally settled on 30-day terms.
(ii) $100,000 in proceeds were received in respect of shares that were not formally issued at year end. The share issue
was completed subsequent to year end on 15 July 2024. On allotment of shares this balance is transferred to issued
capital.
Note 16: Borrowing
2024
2023
$
$
Woking capital loan
(i)
-
600,000
Convertible Note - Westcap Pty Ltd
(ii)
1,000,000
-
Convertible Note - Xiaodan Wu
(iii)
200,000
-
Short-term borrowing
1,200,000
600,000
2024
2023
$
$
Loan from Director (Long-term)
(iv)
200,000
-
(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 was available to be drawn down and applied by the Group to
fund supply of products for sale. The key terms of the facility were:
-
Repayment: Per transaction, typically 60-90 days terms for repayment to be agreed between the lender
and borrower on a case-by case basis. The loan was repaid in full on 1 April 2024.
-
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.
53
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 16: Borrowing(continued)
(ii) Convertible note Agreement entered into with Westcap Pty Ltd to provide the Group with convertible note of
$1,000,000. The key terms of the convertible note are:
- 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.
(iii) Convertible note Agreement entered into with Xiaodan Wu to provide the Group with convertible note of $200,000.
The key terms of the convertible note are:
- 8% per annum interest rate accrues on the Loan and it repayable at the end of each calendar quarter.
- 5 Fully 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,
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.
- 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 directly purchased with and capped at the value
of the Loan amount.
(iv) Unsecured Loan Agreement entered into with Director Bryan Carr to provide the Group with a line of credit facility
to the value of $200,000 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 date is 15 August 2025.
- 10% per annum interest rate on loan amount drawn down, payable in arrears.
Note 17: Provisions
2024
2023
$
$
Long service leave
6,235
6,235
Note 18: Issued capital
Share capital
2024
2023
$
$
782,381,662 (30 June 2023: 719,558,133) Ordinary shares issued
and fully paid
31,209,587
30,724,007
54
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 18: Issued capital (continued)
Share capital (continued)
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.
Movement in ordinary share capital
30 June 2024
Date
Details
Note
Number
$
Opening balance
719,558,133
30,724,007
07/08/2023
Shares issued to convertible note holder
(i)
1,000,000
8,000
02/10/2023
Shares issued to convertible note holder
(ii)
2,000,000
22,000
27/03/2024
Shares issued to private investors
58,823,529
500,000
27/03/2024
Conversion of employee performance rights
(iii)
1,000,000
14,000
Less: Transaction costs arising on share issue
-
(58,620)
Closing balance
782,381,662
31,209,387
(i)
Shares issued to Xiaodan Wu on receipt of funding under Convertible Note Agreement.
(ii)
Shares issued to Westcap Pty Ltd on receipt of funding under Convertible Note Agreement
(iii) Shares issued to directors and employee under share-based payment plans entered in FY2022.
30 June 2023
Date
Details
Note
Number
$
Opening balance
702,230,863
30,411,425
10/02/2023
Conversion of employee performance rights
(i)
4,327,272
60,582
10/02/2023
Conversion of director performance rights
(i)
6,499,999
143,000
10/02/2023
Shares issued to consultant
(ii)
2,500,000
25,000
14/04/2023
Conversion of employee performance rights
(i)
499,999
7,000
03/05/2023
Conversion of director performance rights
(i)
3,500,000
77,000
Closing balance
719,558,133
30,724,007
(i)
Shares issued to directors and employee under share-based payment plans entered in FY2022.
(ii)
Shares issued to consultant in consideration for services provided.
Options over ordinary shares
Options to subscribe for ordinary shares in the Company have been granted as follows:
(i)
to employers and consultants under share based payment plans, details of which are disclosed in Note 20; and
(ii) to shareholders as free attaching options under placements offered by the Company.
55
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 18: Issued capital (continued)
Movement in options over ordinary shares
30 June 2024
Grant date
Expiry date
Exercise
Price
Opening
balance
Options
issued
Options
lapsed
Closing
balance
Unlisted options:
30 December 2021
30 November
2024
$0.05
4,807,691
-
-
4,807,691
Unlisted performance options:
30 December 2021
30 November
2024
$0.05
30,000,000
-
-
30,000,000
34,807,691
-
-
34,807,691
30 June 2023
Grant date
Expiry date
Exercise
Price
Opening
balance
Options
issued
Options
lapsed
Closing
balance
Unlisted options:
9 September 2016
30 June 2023
$0.40
3,000,000
-
(3,000,000)
-
9 September 2021
31 March 2023
$0.05
10,000,000
-
(10,000,000)
-
30 December 2021
30 November
2024
$0.05
4,807,691
-
-
4,807,691
Unlisted performance options:
30 December 2021
30 November
2024
$0.05
30,000,000
-
-
30,000,000
47,807,691
-
(13,000,000)
34,807,691
Note 19: Reserves
2024
2023
$
$
Share based payments reserve
1,623,650
1,592,643
Foreign currency translation reserve
24,777
(4,134)
1,648,427
1,588,509
Nature and purpose of reserves
Share based payments reserve
This reserve is used to record the value of equity benefits provided to directors and executives as part of their remuneration,
as well as to consultants and advisors for provision of services.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
56
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 19: Reserves (continued)
Movement in reserves
Share-based payments reserve
Note
2024
2023
$
$
Opening balance
1,592,643
1,777,251
Performance rights granted to Directors in prior year vested
20
31,988
81,498
Performance rights granted to employees and consultants in prior
year vested
20
7,181
21,476
Shares issued to consultant
20
-
25,000
Conversion of performance right to ordinary shares for employees
and consultants
18
(14,000)
(92,582)
Conversion of performance right to ordinary shares for directors
18
-
(220,000)
Performance rights granted to consultant
20
5,838
-
Closing balance
1,623,650
1,592,643
Foreign currency translation reserve
Opening balance
(4,134)
(43,760)
Currency translation differences arising during the year
28,911
39,626
Closing balance
24,777
(4,134)
57
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 20: Share-based payment plans
Performance rights
30 June 2024
The Company has entered into the agreement on 16th August 2023 with AUlife International Pty Ltd (AULife) and Martin
Place Equity Partners Pty Ltd (Martin Place) with following performance rights:
Condition A
Condition B
Condition C
Condition D
AULife
32,000,000
8,000,000
4,000,000
4,000,000
Martin Place
8,000,000
2,000,000
-
-
40,000,000
10,000,000
4,000,000
4,000,000
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.
Vesting conditions
Number
Expiry date
Condition A
800,000 Performance Rights will vest for every $33,333 in gross
profit achieved by the operating entity during the first 12 months
after entry into the operating agreement which is derived from sales
revenue directly attributable to AuLife (with the effect being if the
operating entity achieves $1,333,320 or more of gross profit during
the first 12 months after entry into the operating agreement which
is derived from sales revenue directly attributable to AuLife then all
40,000,000 Performance Rights will vest).
40,000,000
16/08/2025
Condition B
Within 12 months after entry into the operating agreement:
the Operating Entity enters into a commercial agreement for a
comprehensive project jointly created by the platform, local
governments and the relevant parties with (in the Company’s
reasonable opinion) a tier 1 e-commerce platform provider in China
and AuLife facilitates entry into that arrangement, for the operating
entity to operate as the online store provider; and
at least $50,000 in associated product sales is achieved on that e-
commerce platform provider’s platform.
10,000,000
16/08/2025
Condition C
Within 12 months after the date of issue, the Company’s market
capitalisation is at any time $12 million or more for 20 consecutive
trading days.
4,000,000
16/02/2025
Condition D
Within 12 months after the date of issue, the Company’s market
capitalisation is at any time $20 million or more for 20 consecutive
trading days.
4,000,000
16/02/2025
The fair value of the rights on grant date was $0.007 using the underly share price of the company on measurement date
for a total fair value of $358,400.
No vesting expense has been recognised for condition A and B as the Company has deemed that achievement of the
performance conditions is not probable. Condition C and D have a vesting expense of $5,838 during the year.
30 June 2023
No performance rights have been issued during the year.
58
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 20: Share-based payment plans (continued)
Performance rights (continued)
Movement in performance rights
30 June 2024
Number
Number
Number
Number
Movement
Opening balance
Shares issued
Shares converted
to ordinary shares
Closing balance
Class A Director
6,600,000
-
-
6,600,000
Class B Director
13,400,001
-
-
13,400,001
Class C Director
7,500,000
-
-
7,500,000
Class D Director
7,500,000
-
-
7,500,000
Employee
9,500,000
-
(1,000,000)
8,500,000
Condition A
-
40,000,000
-
40,000,000
Condition B
-
10,000,000
-
10,000,000
Condition C
-
4,000,000
-
4,000,000
Condition D
-
4,000,000
-
4,000,000
Total
44,500,001
58,000,000
(1,000,000)
101,500,001
30 June 2023
Number
Number
Number
Number
Movement
Opening balance
Shares issued
Shares converted
to ordinary shares
Closing balance
Class A Director
9,900,000
-
(3,300,000)
6,600,000
Class B Director
20,100,000
-
(6,699,999)
13,400,001
Class C Director
7,500,000
-
-
7,500,000
Class D Director
7,500,000
-
-
7,500,000
Employee
14,327,271
-
(4,827,271)
9,500,000
Total
59,327,271
-
(14,827,270)
44,500,001
Share-based payment expense
2024
2023
$
$
Performance rights issued to directors, employees and consultants
45,007
102,974
Shares issued to convertible note holders
30,000
-
Shares issued to employees for services rendered
-
25,000
75,007
127,974
59
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 20: Share-based payment plans (continued)
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;
•
link the reward of eligible participants and the creation of shareholder value;
•
align interests of eligible participants more closely with the interest of shareholders by providing an opportunity for
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.
The following share option based payment arrangements were in place during the current and prior periods:
30 June 2024
No share options have been issued during the year.
30 June 2023
Number
Grant date
Expiry date
Exercis
e price
$
Fair value
at grant
date
$
Vesting date
Unlisted Options:
Private investors
4,807,691
30 December 2021 30 November 2024
$0.05
$18,902
30 December
2021
Unlisted Performance Options:
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:
Note
Expected volatility (%)
(i)
74.83%
Risk-free interest rate (%)
0.96%
Expected life of option (days)
(ii)
426
Exercise price (cents)
5.0
Grant date share price (cents)
(iii)
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.
60
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 20: Share-based payment plans (continued)
Share Options (continued)
The following table illustrates the movement (number) in share options issued under share based payment arrangements:
2024
2023
Number
Number
Outstanding at the beginning of year
34,807,691
47,807,691
Granted during the year
-
-
Lapsed during the year
-
(13,000,000)
Expired during the year
-
-
Outstanding at the end of year
34,807,691
34,807,691
Exercisable at the end of year
34,807,691
34,807,691
The weighted average exercise price for all options noted above was $0.05 (2023: $0.05).
The weight average remaining life of options is 0.42 years.
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
2024
2023
$
$
Financial assets
Cash and cash equivalents
1,035,051
1,419,586
Trade and other receivables
583,079
3,768,615
Other current assets
524,878
235,230
Other financial assets
162,414
297,414
Financial liabilities
Trade and other payables
1,209,607
3,690,788
Short-term borrowing
-
600,000
Convertible note
1,200,000
-
Long-term borrowing
200,000
-
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.
61
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 21: Financial instruments (continued)
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
2024
2023
2024
2023
$
$
$
$
United State Dollars (USD or US$)
(287,707)
(2,779,330)
664,764
3,731,698
Singapore Dollars (SGD or S$)
(163)
(82)
-
-
Hong Kong Dollars (HKD or H$)
(5,918)
(6,564)
24,372
24,995
Chinese Yuan (CNY)
(2,077)
(2,070)
2,639
5,639
Foreign currency sensitivity analysis
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.
Profit or loss (i)
Equity (ii)
2024
2023
2024
2023
$
$
$
$
USD Impact
34,278
85,579
(47,164)
85,579
SGD Impact
(14)
(8)
(364,312)
(8)
HKD Impact
1,677
1,675
(4,242)
1,675
CNY Impact
51
324
(2,111)
324
(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.
62
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 21: Financial instruments (continued)
Interest rate risk management
The Group is limited in its exposure to interest rate risk as the Group fixes interest rates, where possible, on its borrowings
to manage it’s interest rate risk. The only exposure to interest rate risk is on the Group’s exposures on financial assets and
financial liabilities are detailed in the liquidity risk management section of this note.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral
where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit
ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties.
The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties
having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents
the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.
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.
Remaining contractual maturities
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.
30 June 2024
Interest
rate
1 year or less
1 year to 3 year
Remaining
contractual
maturities
Non-derivatives
Non-interest bearing
Trade and other payables
1,209,607
-
1,209,607
Interest bearing
Convertible note
8%
1,232,263
-
1,232,263
Long-term borrowing
10%
20,000
202,521
222,521
Total non-derivatives
2,461,870
202,521
2,664,391
63
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 21: Financial instruments (continued)
Liquidity risk management (continued)
Remaining contractual maturities (continued)
30 June 2023
Interest
rate
1 year or less
1 year to 3 year
Remaining
contractual
maturities
Non-derivatives
Non-interest bearing
Trade and other payables
3,690,788
-
3,690,788
Interest bearing
Short-term borrowing
10%
645,205
-
645,205
Total non-derivatives
4,335,993
-
4,335,993
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.
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:
2024
2023
$
$
Within one year
-
48,893
After one year but not more than five years
-
-
More than five years
-
-
-
48,893
Capital commitments
As at 30 June 2024 and 30 June 2023 the Group has no capital commitments.
64
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
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:
2024
2023
$
$
Short-term employee benefits
914,965
890,493
Post-employment benefits
60,000
42,322
Share-based payments
36,726
102,974
1,011,691
1,035,789
During the year ended 30 June 2024 and 30 June 2023, 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:
2024
2023
$
$
Provision of general legal services
109,663
36,690
Provision of capital raising services
24,665
-
134,328
36,690
The following amounts were paid to ITS Consulting Pty Ltd and Shabaz Family Trust,
organisations related to Mr. B Carr:
Interest on long-term borrowings
20,493
-
The following amount were paid to Barry Consulting Pty Ltd, a company related to
Mr. W Barry:
Interest on short-term borrowings
12,713
-
The following amount were paid to Xiaodan Wu, a person related to Mr. T Leung:
Interest on convertible note
8,811
-
Total
176,345
36.690
As at 30 June 2024, the outstanding balance on the long-term loan provided to the company from Mr. B Carr is $200,000.
Refer to Note 16 for further details.
As at 30 June 2024, the outstanding balance on convertible note arrangement with Xiaodan Wu is $200,000. Refer to Note
16 for further details.
65
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
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.
Country of
incorporation
% Equity interest
Investment
2024
2023
2024
2023
Name of entity
%
%
$
$
OpenDNA (Singapore) Pte Ltd
Singapore
100
100
98
98
CHOOSE Digital Pty Ltd
Australia
100
100
658,333
658,333
RooLife Pty Ltd
Australia
100
100
558,334
558,334
RooLife (HK) Limited
Hong Kong
100
100
-
-
Blackglass Pty Ltd
Australia
100
100
300,000
300,000
QBID Pty Ltd
Australia
100
100
652,851
652,851
QBID Holdings Pty Ltd
Australia
100
100
-
-
Qualis Holdings Pty Ltd
Australia
100
100
-
-
Qualis Brands Pty Ltd
Australia
100
100
-
-
RooLife China Ltd
China
100
100
-
-
Remedy Drinks China Pty Ltd
Australia
100
100
-
-
Vora Health Group Pty Ltd
Australia
100
100
38,157
38,157
RLG Marketplace Pty Ltd (i)
Australia
51
-
-
-
Hydralyte Global Pty Ltd
Australia
100
-
-
-
(i)
The voting rights in RLG Marketplace Pty Ltd are held 51% by RooLife Group Ltd and 49% by the non-controlling
interests. Under the binding term sheet, and subsequently the operating agreement executed with AuLife
International Pty Ltd and its related entity, Asia Pacific Capital Holding Pty Ltd, the profit sharing in RLG Marketplace
Pty Ltd is attributable 80% to RooLife Group Ltd and 20% by the non-controlling interests.
. 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
2024
2023
$
$
Financial position
Current assets
496,758
564,770
Non-current assets – equipment
7,955
9,827
Non-current assets – investments in, and loans to, subsidiaries
3,720,147
4,265,391
Current liabilities
(1,672,485)
(927,160)
Non-current liability
(200,000)
-
Net assets
2,352,375
3,912,828
Equity
Issued capital, net of capital raising costs
31,209,387
30,724,007
Share-based payments reserve
1,623,650
1,592,643
Accumulated losses
(30,480,662)
(28,403,822)
Total equity
2,352,375
3,912,828
66
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 25: Parent entity disclosures (continued)
2024
2023
$
$
Financial performance
Loss for the year
(2,076,840)
(2,287,122)
Other comprehensive loss
-
-
Total comprehensive loss
(2,076,840)
(2,287,122)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 1, except for the
following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity;
•
Investments in associates are accounted for at cost, less any impairment, in the parent entity;
•
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
an indicator of an impairment of the investment.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
As at 30 June 2024, the Company has not entered into any cross guarantees with any of its subsidiaries (30 June 2023:
Nil).
Contingent liabilities of the parent entity
As at 30 June 2024 the Company has no contingent liabilities (30 June 2023: Nil).
Capital commitments
As at 30 June 2024 the Company has no capital commitments (30 June 2023: Nil).
Note 26: Auditor’s remuneration
The auditor of RooLife Group Ltd is HLB Mann Judd.
2024
2023
$
$
Auditor of the parent entity
Audit or review of the financial statements
71,363
60,760
71,363
60,760
Network firm of the parent Company auditor
Audit of financial statements for Roolife (HK) Limited
-
4,832
Other services for RooLife (HK) Limited
-
3,363
-
8,195
71,363
68,955
67
NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2024
Note 27: Events subsequent to the reporting date
On 15 July 2024, the Company issued 11,764,706 ordinary shares to Fujian Jushi Supply Chain Management to raise
proceeds of $100,000 which were received prior to 30 June 2024 and held in escrow, subject to issue of shares.
On 14 August 2024, the Company made repayment of $200,000 for the Convertible Loan arrangement with Xiaodan Wu.
The 8,000,000 Convertible Debt Securities with a conversion price of $0.025 lapsed on repayment of the loan.
On 28 August 2024, the Company announced that it will undertake a renounceable entitlement issue, key details of which
are as follows:
•
1 share for every 1 share held by shareholders registered at the record date at an issue price of $0.004 per share,
together with 1 free attaching Option for every 2 shares held.
Based on the capital structure of the Company (assuming no existing options or performance shares are
exercised prior to record date), a maximum of 794,146,368 shares and 397,073,184 options will be issued
pursuant to the entitlements issue to raise up to $3,176,585. No funds will be raised from the issue of the options..
•
The options will have an exercise price of 1 cent and a term of 2 years.
•
Included in the entitlement issue is a shortfall offer which will allow Shareholders to apply for additional shares
and attaching options in excess of their entitlements.
•
All directors and key management personnel intend to participate and are sub-underwriting additional $200,000
thousand from the shortfall.
•
The Rights Issue is partially underwritten to $1,500,000 by Lead Manager and Underwriter Mahe Capital Pty Ltd.
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.
68
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
Name of Entity
County of
Incorporation
Equity
interest %
Tax Residency
Foreign Jurisdiction
Roolife Group Ltd
Australia
Parent Entity
Australian
Not applicable
OpenDNA (Singapore) Pte Ltd
Singapore
100
Australian
Singapore
CHOOSE Digital Pty Ltd
Australia
100
Australian
Not applicable
RooLife Pty Ltd
Australia
100
Australian
Not applicable
RooLife (HK) Limited
Hong Kong
100
Australian
Hong Kong
Blackglass Pty Ltd
Australia
100
Australian
Not applicable
QBID Pty Ltd
Australia
100
Australian
Not applicable
QBID Holdings Pty Ltd
Australia
100
Australian
Not applicable
Qualis Holdings Pty Ltd
Australia
100
Australian
Not applicable
Qualis Brands Pty Ltd
Australia
100
Australian
Not applicable
RooLife China Ltd
China
100
Australian
China
Remedy Drinks China Pty Ltd
Australia
100
Australian
Not applicable
Vora Health Group Pty Ltd
Australia
100
Australian
Not applicable
RLG Marketplace Pty Ltd
Australia
51
Australian
Not applicable
Hydralyte Global Pty Ltd
Australia
100
Australian
Not applicable
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001
and includes information for each entity that was part of the Group as at the end of the financial year in accordance with
AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of the tax residency involves judgement as there are different interpretations
that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3a)(vii) of the Corporations
Act 2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group.
69
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.
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the year then ended; and
ii.
complying with Australian Accounting Standards, the Corporations Regulations 2001, professional
reporting requirements and other mandatory requirements.
b.
The consolidated entity disclosure statement on page 68 is true and correct.
c.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
d.
the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024.
This declaration is signed in accordance with a resolution of the board of directors.
______________________________
Bryan Carr
Managing Director and Chief Executive Officer
Dated: 30 August 2024
70
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 2024, 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, notes to the financial
statements, including material accounting policy information, the consolidated entity disclosure statement
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 2024 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.
71
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.
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.
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 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.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, 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.
72
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct 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
73
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.
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
2024.
In our opinion, the Remuneration Report of RooLife Group Limited for the year ended 30 June 2024 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
D I Buckley
Chartered Accountants
Partner
Perth, Western Australia
30 August 2024
74
ADDITIONAL SECURITIES EXCHANGE
INFORMATION
The shareholders information set out below was applicable as at 28 August 2024.
(a) Distribution of equity securities
The following is a distribution schedule for fully paid ordinary shares:
Range
Total holders
Units
% of Issued
Capital
1 - 1,000
40
5,837
0.00
1,001 - 5,000
32
131,761
0.02
5,001 - 10,000
52
445,675
0.06
10,001 - 100,000
575
25,671,576
3.23
100,001 Over
442
767,891,519
96.69
Total
1,141
794,146,368
100.00
Unmarketable Parcels
Minimum Parcel
Size
Holders
Units
Minimum $ 500.00 parcel at $0.0050 per unit
100,000
633
19,654,849
(b) Equity security holders
The following is a listing of the top 20 holders of fully paid ordinary shares.
Rank
Name
Units
% Units
1
MEGA HOLDINGS PTY LTD
80,660,954
10.16
2
CHINA HONG KONG YUANZHUANG SAUCE WINE
SUPPLY CHAIN LTD
58,823,529
7.41
3
BNP PARIBAS NOMINEES PTY LTD
57,152,456
7.20
4
MR JAY SHAH
32,338,332
4.07
5
MR LINCOLN HO
27,500,000
3.46
6
MR WARREN LESLIE BARRY + MRS SONIA ANNE
BARRY
22,158,388
2.79
7
BNP PARIBAS NOMS PTY LTD
22,103,041
2.78
8
HEDLAND BUS LINES PTY LTD
13,832,523
1.74
9
MR BRYAN EDWARD CARR
12,250,000
1.54
10
FUJIAN JUSHI SUPPLY CHAIN MANAGEMENT CO LTD
11,764,706
1.48
11
MR MARK AUGUST NICKEL
11,000,000
1.39
12
MR FRANCO ANTONELLO
10,100,000
1.27
13
MORCKSTOW PTY LTD
10,000,000
1.26
14
MR BRADLEY SAXBY
9,087,323
1.14
15
PELLICCIONE SF PTY LTD
8,963,782
1.13
16
MR PETER GRAEME FAULL
8,891,276
1.12
17
NEXT GENERATION FISHERIES PTY LTD
8,245,614
1.04
17
CITICORP NOMINEES PTY LIMITED
7,939,704
1.00
19
BARRY CONSULTING PTY LTD
7,830,663
0.99
20
MR DUMINDA SUDATH AMARAKOON + MRS
GERALDINE GEETHANI ROSHINI AMARAKOON
7,450,000
0.94
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES
(Total)
428,092,291
53.91
Total Remaining Holders Balance
366,054,077
46.09
75
ADDITIONAL SECURITIES EXCHANGE
INFORMATION (Continued)
(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
6
Options exercisable at $0.05 expiring 30 November 2024.
4,807,691
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 Rights
Number of holders
Rights Terms
3,300,000
4
Performance Rights convert to ordinary shares on vesting, expiring 1
December 2024.
6,700,001
4
Performance Rights convert to ordinary shares on vesting, expiring 1
December 2024.
7,500,000
4
Performance Rights convert to ordinary shares on vesting, expiring 1
December 2024.
1,000,000
1
Performance Rights convert to ordinary shares on vesting, expiring 15
March 2029.
50,000,000
2
Performance Rights convert to ordinary shares on vesting, expiring 16
August 2025
8,000,000
2
Performance Rights convert to ordinary shares on vesting, expiring 16
February 2025.
76,500,001
The following convertible debt securities are on issue:
Number of debt
securities
Number of holders
Option Terms
40,000,000
1
Convertible Debt securities with a conversion price of $0.025 expiring 28
October 2024.
40,000,000
(d) Restricted Securities
There are no Restricted Securities on Issue.
(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 meeting but have no voting rights until the
options are exercised or the performance shares convert to ordinary shares.
76
ADDITIONAL SECURITIES EXCHANGE
INFORMATION (Continued)
(f) Substantial holders
The following shareholders are considered substantial shareholders of the Company:
•
Mega Holdings Pty Ltd:
80,660,954 Shares (Representing 10.16% 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.