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Contents
Corporate Directory
Director’s Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent auditor’s review report to the members of TALi Digital Limited
Shareholder Information
4
5
26
27
28
29
31
32
60
62
65
2 | TALi Digital Limited Annual Report 2022
Corporate Directory
Directors
Ms Sue MacLeman
Mr Jefferson Harcourt
Dr David Brookes
Mr David Williams (Appointed 15 December 2021)
Company secretary
Mr Stephen Denaro
Registered office
Suite 201
697 Burke Road
Camberwell, Victoria 3124
Principal place of business
Suite 201
Share register
697 Burke Road
Camberwell, Victoria 3124
Automic Registry Services
Level 5, 126 Phillip Street
Sydney, New South Wales 2000 Australia
Telephone: 1300 288 64
Website: automic.com.au
Email: hello@automic.com.au
Auditor
Grant Thornton Audit Pty Ltd
Solicitor
Collins Square, Tower 5
727 Collins Street
Melbourne VIC 3000
Baker McKenzie
Level 19 181 William St
Melbourne VIC 3000 Australia
Stock exchange listing
TALi Digital Limited shares are listed on the
Australian Securities Exchange.
ASX code
TD1
Website
www.talidigital.com
TALi Digital Limited Annual Report 2022 | 3
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the ‘Group’) consisting of TALi Digital Limited (referred to hereafter as the ‘company’ or ‘parent entity’)
and the entities it controlled at the end of, or during, the period ended 30 June 2022.
Directors
The following persons were directors of TALi Digital Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
Name and independence status
Period of office and special responsibilities
Sue MacLeman
Independent Non-Executive Director & Chair
Appointed September 6, 2018. Director and Chair since
September 6, 2018. Member of the Audit Committee.
Jefferson Harcourt
Independent Non-Executive Director
Appointed February 25, 2016. Member of the Audit
Committee.
David Brookes
Independent Non-Executive Director
Appointed on June 29, 2020. Simultaneously Dr Brookes
was appointed the Chair of the Audit Committee.
Glenn Smith
Managing Director (Former)
Appointed Chief Executive Officer October 3, 2017 and
appointed Managing Director May 10, 2018.
Resigned as Chief Executive Officer and Managing
Director on 31 March 2022.
David Williams
Independent Non-Executive Director
Appointed 15 December 2021. Member of the Audit
Committee.
4 | TALi Digital Limited Annual Report 2022
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
Principal activities
TALi [TALi Digital Limited (ASX: TD1)] is a digital health
company delivering diagnostic and therapeutic
solutions to improve cognitive function and behaviour.
The Company has built a platform technology, the first
iteration of which targets cognitive attention skills during
early childhood through its breakthrough evidence a
video-gamed-based TALi screening (‘DETECT’) and
training (‘TRAIN’). This first to market and user experience
focused technology is complementary to existing
diagnosis and therapy placing TALi at the forefront of
patient experience and early intervention thus positioning
the business as an ideal partner in the global digital
health sector. Innovations that target cognitive skills to
deliver non-invasive early interventions underpin the TALi
platform technology. This innovation focus is allowing the
Company to deliver a series of product developments in
ADHD (Attention Deficit Hyperactivity Disorder) and ASD
(Autism Spectrum Disorder) for predictive diagnosis and
treatment for all age groups. TALi solutions aim to deliver
foundational advances in human cognitive function and
behaviour only dreamt of a few short years ago.
TALi is incorporated and domiciled in Australia, and
with a registered office and principal place of business
located at Suite 201, 697 Burke Road, Camberwell Vic
3121. Except as disclosed elsewhere in this Report, there
have been no significant changes in the nature of these
activities during the year.
Operating and financial review
Leaning of the business structure and focussed direction
Following the departure of the CEO/Managing Director
in March, a full strategic and operational review was
initiated by the Board. During this review, the Board
appointed Dr Mary Beth Brinson, a recent appointment
as Chief Medical Officer, as the new Chief Executive
Officer. The outcome of the operational review revealed
the business suffered from a lack of marketing focus
following the pivot from EdTech to MedTech and a cost
base and structure that did not reflect TALi’s stage of
development. As a result of this review the headcount
was reduced by 60%, leaving a very lean team with
additional skills and expertise added in key areas.
Additionally, the review produced a focus on three
priorities for FY 2023: 1. Product renewal, 2. Executing
on the digital medical device plan for the business in
Australia and 3. Strengthening the relationship with Akili
in readiness for US market launch.
1. Product renewal
TALi DETECT® and TRAIN® were produced as products
for clinical trials, which were concluded successfully
demonstrating the safety and efficacy for training
attention. In the years since soft launch and attempts at
commercialisation, feedback has been gathered from
professionals and parents about usability of the tools.
The pandemic and lock downs clearly had an impact
on this commercialisation roll out with closure of schools
and a pivot to medical device marketing was restricted
given health care professionals were concentrating on
the pandemic response and had little capacity to deploy
new tools in the space.
TALi will be incorporating that feedback to deliver an
improved experience for the parent and the health care
providers with the launch of a new product in FY 2023.
This new TALi product represents the latest in digital
therapeutics and incorporates unique features delivering
new capabilities. The launch in Australia will initially
focus on health care providers with a focus/emphasis
on key allied health professional groups (Occupational
Therapists and Psychologists), in FY 2023 and represents
an exciting opportunity to address a significant unmet
need with neurodiverse children.
TALi products today focus on identified children that
would benefit from attention training. In the future, the
plan is to expand the product offering to focus on specific
claims in the areas of ADHD and Autism Specturm
Disorder.
2. Australian Business
TALi is a proudly Australian company and are pleased
to deliver on a business plan in FY 2023 that allows
the families of Australia to benefit from the TALi digital
therapy. The new product launch will initially focus on
the Australian market. This market is well understood
with independent research confirming the significant
opportunities that exist. Successfully executing in Australia
will build revenues as well as help inform our expansion
efforts into similar markets. A successful digital healthcare
model executed in Australia can then be easily scaled to
other countries.
3. USA Business
The USA market is critical for any significant medical
device company and the strategic relationship with
Akili is key to achieving key product approval and
commercialisation milestones.
On 18 August 2021, TALi announced it had entered into
a Strategic Licensing Agreement (Agreement) with Akili
Interactive Labs, Inc. (Akili), a global leader in the digital
therapeutics space. Under the Agreement, our Company
will receive total milestone payments of up A$51M
(US$37.5M) as well as royalties on future sales after
TALi Digital Limited Annual Report 2022 | 5
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
FDA approval is received. Akili now holds an ongoing
licence for TALi’s market leading technology to become
the exclusive commercialisation partner for all paediatric
cognition products in the US.
This agreement is a major vote of confidence in TALi by
a larger American-based corporation. Akili is assuming
a portion of the costs of the trials required for the FDA
approval as well as the milestone and royalty payments.
TALi have already received payments from Akili for
clinical development activities which commenced in
FY22.
The agreement with a global leader in digital
therapeutics provides the support needed for TALi to
access the US market and revenues 5-10 years earlier
than we could have done on our own. Once the trials
are completed and the FDA approval is gained, the TALi
product will be able to access the prescription digital
medical device pathway that Akili has been building,
utilising the Akili organisation in the USA.
TALi’s products complement Akili’s product portfolio
by providing access to children 3-8 years of age. With
hindsight, the initial estimates provided for milestone
payments agreed with Akili did not accurately reflect the
challenges of delivering this clinical program during a
pandemic and was overly optimistic. This was identified
as part of the strategic review and in light of continued
challenges with the pandemic and parents’ willingness
to expose children to high-risk environments. A more
accurate timeline is being evaluated with the joint teams
working on a potential change in clinical trial designs
for the final registration process. On approval a USD$2M
milestone is payable to TALi.
Once approved, TALi’s technology platform has the
potential to lead to a multi-decade annuity revenue
stream in the US market. First sale and subsequent
revenue milestones will be paid from Akili to TALi on
revenues up to US$150M. Royalty payments will be
paid on all sales of the TALi product in the US market in
addition to milestone payments.
The first face-to-face meeting with Akili was held in July in
the USA at the Akili headquarters in Boston. Akili and TALi
executives had a productive discussion on the companies’
work together to introduce innovative new treatment
options for young children living with ADHD.
We are excited to continue this relationship and look
forward to sharing more soon on our work together.
Coleman and Company Ltd. (The Times Group), to
facilitate TALi’s entry and growth in the Indian market.
This agreement supported a ‘direct-to-parent’ business
model which is a customer much further down the funnel
than the allied health professional. The funding provides
advertising and lead optimisation for this consumer
group.
Since TALi DETECT® and TRAIN® were made available
via the iOS and Android app stores, there have been
more than 5 million article and website views and more
than 75,000 app downloads. However, these did not
result in significant sales. The feedback from the market
indicates that the current product journey which is made
for a medical professional-led model is not the right
model for parents who are not supported by the medical
channel. Pleasingly, the feedback on the games has
been extremely positive.
A face-to-face meeting with Brand Capital was held in
the USA in July. The special requirements for the Indian
market were discussed. The current plan is to maintain
our current presence in India and continue to derive
information from this important direct-to-consumer
market. As stated, our priorities for FY2023 will be the
Australian market and the US market through Akili, which
are direct to provider medical models.
Research partnerships
The growth pipeline for TALi includes additional
indications and populations, which requires a strong
research partnership. TALi recently signed a 5-year
MOU with Macquarie University which has a strong
cognitive science department as well as a focus on
cross-disciplinary research. This ability to bring several
departments in the University to solve cognitive issues
will give TALi a great advantage as we seek to expand
into other diagnoses, acquired brain issues and adult
populations.
Outlook
In FY23, TALi will be focussed on delivery of agreed
and articulated milestones to provide confidence to
our shareholders and the market that we are on the
right trajectory. These milestones will include revenue
projections, progress on the plans with Akili in the USA
and plans for expansion. To achieve these milestones the
Group is dependent upon securing additional funds by
raising capital from equity markets.
Financial review
India market lessons
In December 2020, TALi announced that it had signed
an investment and advertising agreement with Brand
Capital International (BCI), the strategic arm of Bennett,
The statement of profit or loss and other comprehensive
income shows a loss of $6,936,129 (2021: $4,858,273)
for the year. As at 30 June 2022 the Group had a cash
position of $1,845,128 (2021: $2,726,518). Operating,
6 | TALi Digital Limited Annual Report 2022
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
financing and investing activities incurred a net cash outflow for the year of $882,709 (2021: $1,202,457).
The Company continues to pursue non-dilutive funding including government funded incentive programs such as
the R&D Tax Incentive (RDTI) and the Export Market Development Grant (EMDG). At 30 June 2022 the Company has
a receivable for the estimated RDTI refund for the year ended 30 June 2022 of $509,506 and during the year the
Company received an EMDG of $113,032 (2021: $100,000).
During the year the Company executed a funding facility (Facility) with Treasury Corporation of Victoria (TCV) as part of
the Victorian Government’s R&D Cash Flow Loan Initiative (Initiative) of $503,744. The loan is repayable by 31 October
2023, aligned to the expected receipt of the FY23 R&D tax incentive. In March 2022, TALi received strong support from
new and existing shareholders raising $3.22 million (before costs).
Capital and corporate structure
On 10 March 2022 the Company announced a Placement to raise $1.54m before costs and a proposed issuance of
options to Placement participants and to the Sole Lead Manager. The Placement comprised of 139,785,868 fully paid
ordinary shares issued at a price of $0.011 per new share to institutional and sophisticated investors.
On 18 March the Company announced a 1 for 7 non-renounceable pro-rata entitlement offer of fully paid ordinary
shares to existing eligible shareholders. This placement resulted in 153,100,009 fully paid ordinary shares being issued
at a price of $0.011.
Unissued shares
Details of unissued Ordinary Shares, interests under options as at the date of this report are as follows:
Number of options on issue at the date of this report
Exercise price when granted
Expiry date
Director options:
Vendor, broker &
consultant options:
Employee options:
13,600,000
5,000,000
10,200,000
5,000,000
5,000,000
5,000,000
300,000
1,200,000
600,000
Placement options:
49,358,964
Total 95,258,964
$0.030
$0.030
$0.030
$0.090
$0.120
$0.150
$0.015
$0.090
$0.060
21 November 2022
24 November 2025
21 November 2022
22 February 2023
22 February 2023
22 February 2023
31 October 2024
20 July 2026
20 July 2026
$0.090
11 January 2023
TALi Digital Limited Annual Report 2022 | 7
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
Directors’ qualifications, experience and responsibilities
The directors of the Company at any time during the year or since the end of the financial year are as follows.
Directors were in office for the entire period unless stated otherwise:
Name, qualification and
independence status
Experience, special responsibilities and
other directorships
Ms Sue MacLeman
Independent Non-Executive
Director & Chair
Qualifications: BPharm.
MMktg, MLaw, FTSE
Ms S MacLeman joined the Board on 6 September 2018. She is Director and Chair
since 6 September 2018 and is a member of the Audit Committee.
Ms S MacLeman has more than 30 years’ experience as a pharmaceutical,
biotechnology and medical technology executive having held senior roles in
corporate, medical, commercial and business development. Sue has served as
CEO and Board member of several ASX, AIM and NASDAQ listed companies in
the healthtech sector.
Ms S Macleman is the current Chair of MTPConnect a not-for-profit industry
growth centre for the medtech, biotech and pharmaceutical sectors. She is
also Chair TALi Digital Ltd (ASX:TDI), and a Non-Executive Director of Anatara
Lifesciences Ltd (ASX:ANR), Planet Innovation Holdings and Omico. Sue is
appointed to several academic and government advisory boards.
Her broad commercial and technical experience is underpinned by a Bachelor
of Pharmacy from the University of Queensland, a Master of Laws from Deakin
University and a Master of Marketing from Melbourne Business School. She is also
a Fellow and Chair of the Health Forum at the Australian Academy of Technology
and Engineering (ATSE) and Fellow/Graduate of Australian Institute of Company
Directors (AICD).
Mr Jefferson Harcourt
Non-Executive Director
Qualifications: B.Eng (Hons)
GAICD
Mr J Harcourt joined the Board on 25 February 2016. He is a Non-Executive
Director of the Company and is a member of the TALi Digital Audit Committee.
Mr Harcourt oversaw the initial development and commercialisation of TALi
and his extensive product development and commercial expertise will assist the
Company in commercialising the technology.
Mr J Harcourt sits on a number of private technology company boards in the
medical device, environmental and security markets.
Mr Glenn Smith
Managing Director
Qualifications: MBA, BA (Econ)
Mr G Smith was appointed Chief Executive Officer on 3 October, 2017 and
appointed Managing Director on 10 May, 2018. He has over twenty years’
experience in leading customer-centric businesses in periods of rapid growth.
Mr G Smith resigned from his position on 31 March 2022.
8 | TALi Digital Limited Annual Report 2022
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
Dr David Brookes
Independent Non-Executive
Director
Qualifications: MBBS,
FACRRM, FAICD
Dr D Brookes was appointed on 29 June 2020. Simultaneously Dr Brookes was
appointed the Chair of the Audit Committee. Dr Brookes has extensive experience
in the health and biotechnology industries and held Board positions in a number
of ASX listed biotechnology companies, including as Chairman of genomics
solutions company, RHS Ltd, which was acquired by PerkinElmer Inc (NYSE:PKI)
in June 2018. He is currently the Executive Chairman of Anatara Therapeutics Ltd
(ASX: ANR) and Non-Executive Chair of Dominion Minerals Limited (ASX:DLM
formerly Factor Therapeutics Ltd), and a Non-Executive Director of Island
Pharmaceuticals Limited (ASX:ILA). He was the Non-Executive Chairman of the
unlisted Better Medical Group until that company was acquired by private equity
firm Livingbridge in January 2021.
Dr. Brookes maintains roles as a clinician and as a biotechnology industry consultant.
Dr Brookes, MBBS (Adelaide), is a Fellow of the Australian College of Rural and
Remote Medicine and a Fellow of the Australian Institute of Company Directors.
Mr David Williams
Independent Non-Executive
Director
Qualifications: B.BUS,
(Accounting,Law) GAICD
Mr D Williams joined the Board on 15 December 2021. He is a Non-Executive
Director of the Company and is a member of the TALi Digital Audit Committee.
Mr Williams brings extensive international and domestic healthcare sector
experience including 25 years with Cochlear Limited. David held a number of
senior commercial and financial roles with the medical devices leader including
as Senior Vice President of Finance & Operations for Cochlear Americas,
President of Cochlear Americas (acting) and General Manager, Acoustics. Most
recently he was Cochlear’s Vice President of Global Customer Experience.
TALi Digital Limited Annual Report 2022 | 9
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
Company secretary
Dr Stephen Denaro BCom, CA, MAICD, Grad Dip Corp Gov, AGIA
Mr Denaro was appointed as Company Secretary of TALi Digital Limited on 21 February 2019. He has over 30 years
of senior financial, administrative, commercial and company secretarial experience with ASX listed companies.
Directors’ interests
The relevant interest of each director in the share capital of the Company, as notified by the Company to the ASX in
accordance with S205G1 of the Corporations Act 2001, as of 30 June 2022 was as follows:
Director
Ms S MacLeman
Dr D Brookes
Mr J Harcourt
Mr D Williams
Number of
ordinary shares
Number of options
to acquire ordinary shares
924,593
4,571,430
44,254,065
-
6,800,000
3,400,000
3,400,000
-
Directors’ meetings and committee membership
Due to the small number of non-executive directors on the Board, all the incumbent non-executive directors are
members of the Audit Committee. The Audit Committee considers quality and reliability of financial information
prepared for use by the Board in determining policies or for inclusion in the financial report. The Company’s
Remuneration and Nomination Committee was disbanded on 1 July 2016 and the responsibility for the composition of
the Board and nomination of new directors and reviewing and monitoring the performance of for directors, executive
and staff remuneration is now assumed by the full Board.
The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by
each of the directors of the Company during the financial year are:
Director
Ms S MacLeman
Mr J Harcourt
Mr G Smith
Dr D Brookes
Mr D Williams
Board meetings
Audit committee meetings
Attended
Held1
Attended
Held1
9
9
7
9
4
9
9
8
9
4
2
1
-
2
1
2
2
-
2
1
1Held: represents the number of meetings held during the time the director held office.
10 | TALi Digital Limited Annual Report 2022
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
Dividends
The directors do not recommend a dividend be paid or
declared by the Company for the year. No dividend has
been paid by the Company since its incorporation on 7
April 2004.
Significant changes in the state of affairs
There were no significant changes in the state of affairs
of the Group during the financial year.
Environmental regulation
The Group’s operations are not subject to any significant
environmental regulations under either Commonwealth
or State legislation. The directors believe that the Group
has adequate systems in place for the management of
its environmental requirements and are not aware of
any breach of those environmental requirements as they
apply to the Group.
Events subsequent to reporting date
On 5 July 2022, 7,838,858 Ordinary shares were issued
to the Directors as approved by Shareholders at the
Extraordinary General Meeting (EGM) held on 28 June
2022.
On 4 August 2022, 15,000,000 options were issued to the
Company’s broker after approval from the extraordinary
General Meeting held on 28 June 2022.
On 19 September 2022, the Company received a
successful ruling from AusIndustry to its Advanced
Overseas Finding in relation to clinical trial activity in the
United States. The Company will subsequently record
a further $171,583 of Research and Development tax
incentive income in relation to expenditure incurred in the
year ended 30 June 2022.
Indemnification and insurance of officers
Indemnification
The Company has agreed to indemnify the directors
of the Company against liability arising as a result of
a director acting as a director or other officer of the
Company. The indemnity includes a right to require the
Company to maintain Directors’ and Officers’ Liability
insurance that extends to former directors. The indemnity
provided by the Company is an unlimited and continuing
indemnity irrespective of whether a director ceases to
hold any position in the Company.
Insurance Premiums
Since the end of the financial year, the Company has
paid a premium for Directors’ and Officers’ Liability
insurance for current and former directors and officers,
including executive officers of the Company. The directors
have not contributed to the payment of the policy
premium.
The Directors’ and Officers’ Liability insurance policy
covers the directors and officers of the Company
against loss arising from any claims made against them
during the period of insurance (including company
reimbursement) by reason of any wrongful act committed
or alleged to have been committed by them in their
capacity as directors or officers of the Company and
reported to the insurers during the policy period or if
exercised, the extended reporting period.
Risk management
The Group takes a proactive approach to risk
management. The Board is responsible for ensuring that
risks, and also opportunities, are identified on a timely
basis and that the Group’s objectives and activities are
aligned with the risks and opportunities identified by the
Board. The Group believes that it is crucial for all Board
members to be a part of this process, and as such the
Board has not established a separate risk management
committee. Instead sub-committees are convened as
appropriate in response to issues and risks identified by
the Board as a whole, and each respective subcommittee
further examines the issue and reports back to the Board.
The Board has a number of mechanisms in place to
ensure that management’s objectives and activities are
aligned with the risks identified by the Board. These
include the following:
• Implementation of Board approved strategic and
operating plans and budgets and Board monitoring
of progress against these plans, budgets, including
the establishment and monitoring of KPIs of both a
financial and non-financial nature.
• The establishment of committees to report on
specific business risks.
The Audit Committee assists in discharging the Board’s
responsibility to manage the organisation’s risks, and
monitors Management’s actions to ensure they are in line
with Group policy.
Rounding off
The Group is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Report) Instrument
2016/191 issued by the Australian Securities and
Investments Commission (ASIC), relating to the rounding
off of amounts in the consolidated financial statements.
Amounts in the consolidated financial statements have
TALi Digital Limited Annual Report 2022 | 11
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2022
been rounded off in accordance with that legislative
instrument to the nearest dollar, unless specifically stated
to be otherwise.
Lead Auditor’s Independence Declaration under Section
307C of the Corporations Act 2001
The lead auditor’s independence declaration forms part
of the Directors’ Report for the year ended 30 June 2022
and is set out after the Directors’ report.
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.
In the event non-audit services are provided by the
auditor, the Board has established procedures to ensure
that the provision of non-audit services is compatible with
the general standard of independence for auditors.
These include:
• All non-audit services are reviewed and approved
to ensure that they do not impact the integrity and
objectivity of the auditor; and
• Non-audit services do not undermine the general
principles relating to auditor independence as
set out in APES 110 ‘Code of Ethics for Professional
Accountants’ issued by the Accounting Professional
& Ethical Standards Board, including reviewing
or auditing the auditor’s own work, acting in a
management or decision-making capacity for the
Group, acting as advocate for the Group or jointly
sharing economic risks and rewards.
12 | TALi Digital Limited Annual Report 2022
13 | TALi Digital Limited Annual Report 2022
TALi Digital Limited Annual Report 2022 | 13
Remuneration Report — AUDITED
FOR THE YEAR ENDED 30 JUNE 2022
This report outlines the compensation arrangements in place for Non-Executive Directors
(NEDs) and senior executives of the Group being the Key Management Personnel (KMP) of the
Group – being those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group, directly or indirectly, including any director and
includes all the executives in the Group.
For the purposes of this report, the term “executive”
includes the senior executives but does not include
the NEDs or the secretary of the Company. All sections
contained herein have been subject to audit as required
by section 308(3C) of the Corporations Act. Remuneration
is referred to as compensation in this report. Details of
KMP including remunerated executives of the Group are
set out in the tables on pages 21 and 22. Unless otherwise
indicated, the individuals were KMP for the entire
financial year. There have been no changes to KMP after
the reporting date and before the date of this report.
Principles of compensation and strategy
The full Board assesses the appropriateness of the
nature and amount of remuneration of NEDs and senior
executives on a periodic basis by reference to relevant
employment market conditions, with the overall objective
of ensuring maximum stakeholder benefit from the
retention of a high performing director and executive
team and aligning the interests of the executives with
those of the shareholders.
TALi Digital Limited’s remuneration strategy is designed
to attract, motivate and retain employees and NEDs
by identifying and rewarding high performers and
recognising the contribution of each employee to the
continued growth and success of the Group. To this end,
key objectives of the Group’s reward framework are to
ensure that remuneration practices are aligned to the
Group’s business strategy, offer competitive remuneration
benchmarked against the external market, provide strong
linkage between individual and Group performance
and rewards and align the interests of executives with
shareholders.
Where relevant, the remuneration framework
incorporates at risk components through Short-
term Incentives (STI) and Long-term Incentives (LTI)
arrangements tailored to the particular executive by
reference to both financial and other metrics which
generate value for shareholders. The Board also sets
the aggregate fee pool for NEDs (which is subject
to shareholder approval) and NED fee levels. In
accordance with best practice corporate governance,
the structure of NED and executive remuneration is
separate and distinct.
14 | TALi Digital Limited Annual Report 2022
The Board assumes full responsibility for compensation
policies and packages applicable to directors and senior
executives of the Group. The broad compensation policy
is to ensure the compensation package appropriately
reflects the person’s duties and responsibilities, and
that compensation levels are competitive in attracting,
retaining and motivating people who possess the
requisite level of skill and experience. Employees may
receive at-risk incentive payments remunerated as cash
and/or securities (performance rights or options) based
on the achievement of specific goals related to the
performance of the individual and the Group as a whole
as determined by the directors. Incentives are provided to
senior executives and employees for the achievement of
individual and strategic objectives with the broader view
of creating value for shareholders.
Fixed compensation
Fixed compensation consists of a base salary package,
which includes Fringe Benefits Tax calculated on
any salary packaging arrangements and employer
superannuation contributions. Fixed compensation levels
for KMPs and senior members of staff are reviewed by
the Board and comprising the Group’s KMP, through
a process that considers the employee’s personal
development, achievement of key performance objectives
for the year, industry benchmarks wherever possible
and CPI data. The Board’s policy is to ensure that fixed
remuneration is market competitive having regard to
industry peers and companies of similar financial size.
Given the Group’s size it is not considered necessary
to engage remuneration consultants for this purpose
and accordingly the Group undertakes its own informal
review, which it does on an ongoing basis.
Key Performance Indicators (KPIs) are individually tailored
by the Board in advance for each employee each year,
and reflect an assessment of how that employee can
fulfil his or her particular responsibilities in a way that
best contributes to Group performance and shareholder
wealth in that year with close alignment to the role and
responsibility within the organisation and in conjunction
with the strategic objectives of the Group.
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
Such securities may be fully vested upon issue given that
they are issued as a reward for past performance rather
than as an LTI. Any issue of such securities proposed
as incentive compensation requires approval by the
Board and is subject to any limitations imposed by the
Corporations Act and the ASX Listing Rules. As at the date
of this report, no such securities have been issued.
At, or as soon as practicable after, the beginning of the
financial year, individual and team performance for the
previous year is assessed for every employee by their
manager and new objectives set for the forthcoming year.
These objectives include department and project specific
objectives together with individual stretch objectives,
challenging, realistic and personal development
objectives tailored to the employee’s role within the
organisation. Measurement, management support,
target dates and training course requirements are all
set. Progress against the objectives is reviewed during
the year and percentage achievement concluded at the
end of the year, whereupon the cycle recommences. The
outputs of this process form the basis of the assessment of
the individual’s personal incentive compensation.
The Board has discretion to reduce, cancel or clawback
any unvested performance-based remuneration in the
event of serious misconduct or a material misstatement
in the Group’s financial statements. All Performance
Rights are also subject to an overriding condition that
the financial performance of the Group, in the absolute
discretion of the Board, has been satisfactory.
Performance linked compensation
All employees are potentially eligible to receive at-risk
incentive payments and/or securities (shares or options)
based on the achievement of specific goals related to:
(i) performance against individual key performance
indicators; and/or
(ii) the performance of the Group as a whole as
determined by the Board based on a range of
factors.
These factors include traditional financial considerations
such as operating performance, cash consumption and
deals concluded and also industry specific factors. The
purpose of these payments is to reward employees for
their contribution to the Group.
Employment contracts for staff other than the KMPs do
not generally provide for at-risk or short-term incentive
compensation arrangements having regard to the above
factors although the Board always retains the right to
agree or otherwise provide payments on a discretionary
basis in special circumstances or where individual
performance merits a payment being made.
The Board is responsible for the determination of
incentive compensation for employees and executives
and for any decisions to award performance incentives.
The Board at its sole discretion determines the total
amount of performance-linked compensation payable
as a percentage of the total annualised salaries for all
employees employed as at the end of the financial year
(with pro rata reductions to the annualised salary made
for any employee not employed for the entire financial
year).
The Directors have the discretion to recommend the offer
of performance rights to acquire ordinary shares, options
or the direct issue of shares to any member of staff in
recognition of exemplary performance.
TALi Digital Limited Annual Report 2022 | 15
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
Service contracts
Remuneration arrangements for executives are formalised in employment agreements. The following outlines the details
of contracts with executives.
Notice period
Payment in lieu of
notice
Treatment of Short-
Term incentives
Treatment of Long-
Term Incentives
Termination by
Company (death,
disablement,
redundancy etc)
Termination for
cause
Resignation by
employee
3 months
3 months
Any STI payments are
at Board discretion
At the discretion of the
Board
None
None
Any STI payments are
at Board discretion
Unvested awards
forfeited. Vested and
unexercised awards
forfeited
6 weeks
None
Any STI payments are
at Board discretion
Unvested awards
forfeited
Chief Executive Officer - Mary Beth Brinson
The Company has entered into an Executive Services Agreement (ESA) with Mary Beth Brinson (Brinson).
Under the ESA, Brinson is employed by the Company to provide services to the Company as Chief Executive Officer on a
full-time basis. The Company will remunerate Brinson for her services with a base remuneration of $310,000 per annum,
exclusive of superannuation and subject to annual review by the Company.
The ESA may be terminated by either the Company or Brinson for any reason on 4 weeks’ written notice, in which case
the Company can elect for Brinson to serve out all or part of that notice period and/or to pay Brinson an amount in lieu
of continuing her employment during all or part of that notice period.
The ESA may also be terminated by the Company summarily at any time if Brinson breaches a material term of the ESA,
or engages in any act or omission constituting serious misconduct, in which case the Company need not make any
payment to Brinson other than accrued entitlements.
Any discoveries and inventions made or discovered by Brinson during the term of the ESA which relate to the Company’s
business must be disclosed to the Company and will remain the sole property of the Company.
Mary Beth Brinson is also subject to restrictions in relation to:
• the use of confidential information during and after her employment with the Company; and
• being directly or indirectly involved in a competing business during and after her employment with the Company,
on terms which are considered standard for agreements of this nature.
Otherwise, the ESA is on terms considered standard for agreements of this nature.
16 | TALi Digital Limited Annual Report 2022
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
Performance linked compensation
The Company Secretary is engaged by the Company under a consultancy agreement. The agreement provides a fixed
monthly fee for “in scope” services with additional work charged at hourly rates. The consultancy agreement is a rolling
contract and can be terminated by either party by giving two months’ notice in writing to the other party.
Long Term Incentive (LTI)
From time to time Board approval may be sought for the issue of securities (performance rights or options) to staff
and executives as a means of providing a medium to long term incentive for performance and loyalty. Any such
performance rights are issued under the TALi Digital Performance Rights Plan.
An amount of $171,485 (2021: $92,295) has been recognised in the 2022 financial year by way of shared based payment
expense. In order to give the incentive medium to long term impact, the performance rights have an approximate three-
year life and a vesting profile as shown following.
Director compensation
The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount approved by shareholders is
then divided between the directors as agreed by the Board. An amount of $350,000 was approved at the Company’s
inaugural Annual General Meeting held on 4 October 2005. The Board does not intend to seek any increase for the
Non-Executive Director (NED) maximum aggregate fee pool at the 2022 AGM.
The Board seeks to set NED fees at a level which provides the Group with the ability to attract and retain NEDs of the
highest calibre, whilst incurring a cost which is acceptable to shareholders.
The maximum aggregate fee pool and the fee structure is reviewed annually against fees paid to NEDs of comparable
companies in similar industries.
Non-executive directors do not receive performance related compensation and the structure of non-executive director and
senior management compensation is separate and distinct. Non-executive directors do not have contracts of employment
but are required to evidence their understanding and compliance with the Board policies of TALi Digital Limited. These
Board policies do not prescribe how compensation levels for non-executive directors are modified from year to year.
Compensation levels are to be reviewed by the Board each year taking into account cost of living, changes to the scope of
the roles of the directors, and any changes required to meet the principles of the overall Board policies.
Arrangements with key management personnel
Position
Annual salary (inclusive of superannuation)
Non-Executive Chair
Non-Executive Directors
$60,000
$35,000
NEDs may be reimbursed for expenses reasonably incurred in attending to the Group’s affairs. NEDs do not receive
retirement benefits, nor do they participate in any incentive programs.
TALi Digital Limited Annual Report 2022 | 17
Directors’ and Executive Officers’ compensation tables
Details of the nature and amount of each major element of the compensation of each director of the Group and each
of the 2 named officers of the Group receiving the highest compensation for the period that the director or officer held
that position during the current and prior financial years are disclosed in accordance with Accounting Standard AASB
124 Related Party Disclosures and with the Corporations Act 2001 in the following tables.
Details of the Group’s policy in relation to the proportion of compensation that is performance related are provided
earlier in this report. For the individuals named in the Directors’ and Executive Officers’ compensation tables, details of
their service contracts are provided under the heading of “Service contracts” earlier in this report.
2022:
Directors
Non-executive
Ms S MacLeman
Mr J Harcourt
Dr D Brookes
Mr D Williams1
Total compensation
Executive Directors
Mr G Smith 2,4
Total compensation
Key Management Personnel
Dr MB Brinson3
Total Compensation
Base compensation
(salary and fees)
$
Bonuses /
incentives
$
Post
Employment:
Superannuation
contributions
$
Share-based
payments:
Shares and
options issued
$
Total
compensation
$
54,545
35,000
31,818
17,418
138,781
312,014
312,014
76,270
76,270
-
-
-
-
49,773
49,773
-
-
527,065
49,773
5,455
-
3,182
1,742
10,379
24,887
24,887
5,892
5,892
41,158
-
-
34,141
-
60,000
35,000
69,141
19,160
34,141
183,301
115,560
502,234
115,560
502,234
-
-
82,162
82,162
149,701
767,697
1 Mr David Williams was appointed as a Non-Executive Director on 15 December 2021.
2 Mr Glenn Smith resigned as Managing Director and CEO on 31 March 2022.
3 Dr Mary Beth Brinson was appointed interim CEO on 5 April 2022 and then CEO on 28 June 2022
4 Mr Glenn Smith was awarded a bonus of 40% of his eligible short term incentive in relation to FY21. The bonus was at the discretion
of the board and based on performance against KPI’s set at the beginning of the relevant year.
18 | TALi Digital Limited Annual Report 2022
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
2021:
Directors
Non-executive
Ms S MacLeman
Mr J Harcourt
Dr D Brookes
Total non-executive
compensation
Executive Directors
Mr G Smith
Base compensation
(salary and fees)
$
Bonuses /
incentives
$
Post
Employment:
Superannuation
contributions
$
Share-based
payments:
Shares and
options issued
$
Total
compensation
$
54,788
35,000
31,963
121,751
-
-
-
-
5,205
-
3,037
8,242
-
-
20,391
59,993
35,000
55,391
20,391
150,384
250,000
93,750
371,751
93,750
23,750
31,992
70,500
438,000
90,891
588,384
TALi Digital Limited Annual Report 2022 | 19
Grants, modifications and exercise of options and rights over equity instruments granted as compensation
Number of options
Grant date
Expiry date
Exercise price
Grantee
6,800,000
3,400,000
3,400,000
08/10/2018
08/10/2018
24/11/2020
21/11/2022
21/11/2022
21/11/2025
$0.030
$0.030
$0.030
Ms S MacLeman
Mr J Harcourt
Mr D Brookes
During the year nil (2021: 22,500,000) options to acquire ordinary shares were issued to the CEO & Managing Director
approved by Shareholders at the Annual General Meeting (AGM) held on 23 November 2021.
On 1 April 2022, 17,500,000 options previously issued to CEO and Managing Director were forfeited.
Shares issued on exercise of options and performance rights
During the financial year the Company issued nil (2021: nil) ordinary shares upon the exercise of options or performance
rights to Directors for total proceeds of nil (2021: nil). Since the end of the financial year up to the date of this report the
Company has issued nil (2021: nil) shares upon exercise of options or performance rights to Directors for total proceeds
of nil (2021: nil).
Alteration to option terms
There have been no alterations to option terms and conditions during or since the end of the financial year up to the
date of this report.
Equity holdings and transactions
The movements during the reporting period and prior reporting period in the number of ordinary shares in TALi Digital
Limited (formerly Novita Healthcare Limited) held, directly or indirectly or beneficially, by each specified director and
specified executive, including their personally-related entities are shown in the following tables. For persons who
commenced or ceased as a Director during a period, figures reported are for the period of appointment only.
20 | TALi Digital Limited Annual Report 2022
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
Number of shares held in TALi Digital Limited:
2022:
Holding of
Ordinary Shares
at 1 July 2021
Granted as
compensation
Received
on exercise
of options/
performance
shares
Net other
change
Balance on
Resignation
Holding of
Ordinary
Shares at
30 June
2022
Number
Number
Number
Number
Number
Number
505,920
38,688,423
1,454,546
3,000,000
-
43,648,889
-
43,648,889
-
-
-
-
-
-
-
-
-
-
-
-
-
-
418,673
5,565,642
-
-
924,593
44,254,065
345,454
(1,800,000)
-
1,571,430
-
-
-
4,571,430
-
7,901,199
(1,800,000)
49,750,088
-
-
-
7,901,199
(1,800,000)
49,750,088
Directors
Ms S MacLeman
Mr J Harcourt
Mr G Smith1
Dr D Brookes
Mr D Williams2
Key Management
Personnel
Dr MB Brinson3
Total
1 Mr Glenn Smith resigned effective 31 March 2022.
2 Mr David Williams was appointed as a non-executive director on 15 December 2021.
3 Dr Mary Beth Brinson was appointed interim CEO on 5 April 2022 and then CEO on 28 June 2022.
TALi Digital Limited Annual Report 2022 | 21
Number of options held in TALi Digital Limited:
2022:
Balance at 1 July
2021
Granted as
compensation
Number
Number
Lapsed
Number
Balance on
resignation
Balance at 30 June
2022
Number
Number
Directors
Ms S MacLeman
Mr J Harcourt
Mr G Smith1
Dr D Brookes
Mr D Williams2
Key Management
Personnel
Dr M E Brinson3
Total
6,800,000
3,400,000
22,500,000
3,400,000
-
36,100,000
-
36,100,000
-
-
-
-
-
-
-
-
-
-
-
-
(17,500,000)
(5,000,000)
-
-
-
-
6,800,000
3,400,000
-
3,400,000
-
(17,500,000)
(5,000,000)
13,600,000
-
-
-
(17,500,000)
(5,000,000)
13,600,000
1 Mr Glenn Smith resigned effective 31 March 2022. The balance of options held at the date of resignation continued to
be held post resignation date but no longer meet the requirement to be disclosed in the KMP holdings at balance date.
2 Mr David Williams was appointed as non-executive director on 15 December 2021.
3 Dr Mary Beth Brinson was appointed interim CEO on 5 April 2022 and then CEO on 28 June 2022.
22 | TALi Digital Limited Annual Report 2022
Remuneration Report continued
FOR THE YEAR ENDED 30 JUNE 2022
Consequences of performance on shareholder wealth
In considering the Group’s performance and how best to generate shareholder value, the Board has regard
to a broad range of factors, some of which are financial and others of which relate to the technical and
commercial progress on the Group’s projects and, where applicable, relationship building with health clinics and
institutions and internal innovation etc. The Board has some but not absolute regard to the Group’s result and
cash consumption for the year. It does not utilise earnings per share as a performance measure and does not
contemplate consideration of any dividends in the short to medium term given that all efforts are currently being
devoted to obtaining value for the Group’s assets and where possible building the business and partnerships to
establish self-sustaining revenue streams and total shareholder value. The Group is of the view that any short term,
adverse movements in the Company’s share price should not necessarily be taken into account in assessing the
performance of KMP’s.
This concludes the remuneration report, which has been audited.
This report is made with a resolution of the directors.
Sue MacLeman
Chair
30th of September 2022
TALi Digital Limited Annual Report 2022 | 23
24 | TALi Digital Limited Annual Report 2022
TALi Digital Limited Annual Report 2022 | 24
TALi Digital Limited Annual Report 2021 | 24
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
Auditor’s Independence Declaration
To the Directors of TALi Digital Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of TALi Digital Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief,
there have been:
a
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 30 September 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
TALi Digital Limited Annual Report 2022 | 25
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2022
2022
Note
Revenue and other income
Revenue from continuing operations
Other income
Total revenue and income
Expenses
Contract research and development expenses
Personnel expenses excluding share-based payment expense
Share based payment expense
Depreciation and amortisation expenses
Occupancy expenses
Professional and consulting expenses
Travel and accommodation expenses
Insurance expenses
Corporate administration expenses
Intellectual property expenses
Advertising and promotion
Other expenses
Total expenses
Operating loss
Net finance income / (expense)
Foreign exchange gains/(losses)
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the
owners of TALi Digital Limited
Other comprehensive (loss)/income
Total comprehensive loss for the year attributable to the
owners of TALi Digital Limited
Basic earnings per share
Diluted earnings per share
4
5
21
6
7
8
8
2022
$
13,165
868,251
881,416
(543,185)
(2,762,297)
(171,485)
(371,380)
(98,904)
(892,479)
(37,752)
(191,139)
(147,353)
(128,874)
(2,113,584)
(277,555)
2021
$
34,238
514,667
548,905
(233,632)
(2,191,833)
(92,295)
(541,501)
(35,804)
(731,408)
(19,925)
(110,131)
(236,545)
(106,265)
(885,247)
(277,479)
(7,735,987)
(5,462,065)
(6,854,571)
(4,913,160)
(11,274)
(70,284)
(9,311)
(64,198)
(6,936,129)
(4,858,273)
-
-
(6,936,129)
(4,858,273)
-
-
(6,936,129)
(4,858,273)
Cents
(0.69)
(0.69)
Cents
(0.59)
(0.59)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes
26 | TALi Digital Limited Annual Report 2022
Consolidated Statement of Financial Position
FOR THE YEAR ENDED 30 JUNE 2022
2022
Current assets
Cash and cash equivalents
Trade and other receivables
Investments
Other assets
Total current assets
Non-current assets
Intangible assets
Property, plant and equipment
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Deferred income
Lease liabilities
Borrowings
Employee benefits
Total current liabilities
Non-current liabilities
Deferred income
Borrowings
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
2022
$
2021
$
9
10
11
12
13
14
15
16
17
18
19
16
18
19
1,845,128
613,788
2,273
102,299
2,563,488
3,845,015
28,783
3,873,798
6,437,286
484,102
145,673
-
42,063
75,680
747,518
1,791,075
462,053
6,222
2,259,350
3,006,868
3,430,418
2,726,518
847,223
1,688
2,016,270
5,591,699
4,126,199
113,309
4,239,508
9,831,207
250,338
145,674
55,792
-
159,344
611,148
1,936,746
-
27,266
1,964,012
2,575,160
7,256,047
20
211,038,225
208,157,446
687,306
502,351
(208,295,113)
(201,403,750)
3,430,418
7,256,047
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
TALi Digital Limited Annual Report 2022 | 27
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2022
Issued capital
$
Share based
payments
reserve
$
Change in
fair value
reserve
$
Accumulated
losses
$
Total
equity
$
Balance as at 1 July 2020
202,113,795
1,098,238
(1,000,000)
(196,545,477)
5,666,556
Loss after income tax expense for the
year
Other comprehensive (loss)/income
for the year, net of tax
Total comprehensive (loss)/income
for the year
Issue of ordinary shares
Transaction costs relating to issue of
ordinary shares
Share-based payment transactions
to employees
Share-based payment transactions
to brokers and shareholders
Issue of ordinary shares from exercise
of options
-
-
-
6,549,420
(568,230)
-
-
-
-
-
-
-
92,295
311,818
62,461
-
-
-
-
-
-
-
-
-
(4,858,273)
(4,858,273)
-
-
(4,858,273)
(4,858,273)
-
-
-
-
-
6,549,420
(568,230)
92,295
311,818
62,461
Balance at 30 June 2021
208,157,446
1,502,351
(1,000,000)
(201,403,750)
7,256,047
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
28 | TALi Digital Limited Annual Report 2022
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2022
Issued capital
$
Share based
payments
reserve
$
Change in
fair value
reserve
$
Accumulated
losses
$
Total
equity
$
Balance as at 1 July 2021
208,157,446
1,502,351
(1,000,000)
(201,403,750)
7,256,047
Loss after income tax expense for the
year
Other comprehensive (loss)/income
for the year, net of tax
Total comprehensive (loss)/income
for the year
Issue of ordinary shares
Transaction costs relating to issue of
ordinary shares
Share-based payment transactions
to employees
Share-based payments
to brokers
Reversal of share-based payment
transactions to employees from prior
periods
-
-
-
3,221,745
(282,730)
-
-
-
-
-
-
171,485
(58,236)
58,236
-
(44,766)
-
-
-
-
-
-
-
-
(6,936,129)
(6,936,129)
-
-
(6,936,129)
(6,936,129)
-
-
-
-
44,766
3,221,745
(282,730)
171,485
-
-
Balance at 30 June 2022
211,038,225
1,687,306
(1,000,000)
(208,295,113)
3,430,418
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
TALi Digital Limited Annual Report 2022 | 29
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2022
Cash flows from operating activities
Receipts from customers from continuing operations
47,758
39,906
Payments to suppliers and employees
(5,284,889)
(6,997,809)
Note
2022
$
2021
$
R&D tax incentive
Grants received
Interest received
795,874
113,032
80
694,848
461,738
3,271
Net cash used in operating activities
22
(4,328,145)
(5,798,046)
Cash flows from investing purchases
Payments for intangible assets
Payments for property, plant and equipment
-
(1,548,718)
(12,634)
(23,283)
Proceeds from disposal of property, plant and equipment
-
299
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Repayment of lease liabilities
Proceeds from borrowings
(12,634)
(1,571,702)
3,272,851
(282,730)
(35,795)
503,744
6,560,776
(256,412)
(137,073)
-
18
Net cash used in financing activities
3,458,070
6,167,291
Net (decrease)/increase in cash and cash equivalents
(882,709)
(1,202,457)
Cash and cash equivalents at the beginning of the financial year
2,726,518
3,945,408
Effects of exchange rate changes on cash and cash equivalents
1,319
(16,433)
Cash and cash equivalents at the end of the financial year
9
1,845,128
2,726,518
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
30 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
1. Reporting entity
2. Basis of preparation
3. Significant accounting policies
4. Revenue from continuing operations
5. Other income
6. Profit before related income tax expense
7. Income tax expense
8. Earnings per share
9. Cash and cash equivalents
10. Trade and other receivables
11. Investments
12. Other assets
13. Intangible assets
14. Property, plant and equipment
15. Trade and other payables
16. Deferred income
17. Lease liabilities
18. Borrowings
19. Employee benefits
20. Issued capital
21. Share-based payments
22. Notes to the statement of cash flows
23. Financial instruments disclosure and financial risk management
24. Dividends
25. Dividend franking account
26. Auditors’ remuneration
27. Segmented reporting
28. Related party transactions
29. Group entities
30. Parent entity disclosure
31. Commitments
32. Contingent liabilities
33. Events after the reporting period
33
33
34
40
40
40
40
41
41
42
42
42
43
45
46
46
46
47
47
48
49
52
53
57
57
57
57
57
58
58
59
59
59
TALi Digital Limited Annual Report 2022 | 31
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
These conditions indicate an uncertainty that may cast
significant doubt about the ability of the Company to
continue as a going concern.
The directors have considered a cash flow forecast,
which indicates that the Company will be required to
obtain additional capital in order to have sufficient cash
flows to meet all commitments and working capital
requirements for the 12 month period from the date of
signing this financial report.
Based on the cash flow forecasts and other factors
referred to above, the directors are satisfied that the
going concern basis of preparation is appropriate and
the directors are confident of the Company’s ability to
raise additional funds as and when they are required.
Should the Company be unable to achieve the matters
as described above, it may be required to realise its
assets and extinguish its liabilities other than in the
normal course of business and at amounts different to
those stated in the financial statements. The financial
statements do not include any adjustments relating to
the recoverability and classification of asset carrying
amounts or to the amount and classification of liabilities
that might result should the company be unable to
continue as a going concern and meet its debt when they
fall due.
1. Reporting entity
TALi Digital Limited (the “Company”) is a company
domiciled in Australia. The consolidated financial
statements of the Company as at 2022 comprise the
Company and its subsidiary entities (together referred to
as the “Group” and individually as “Group entities”). The
Group primarily is involved in research and development,
for commercialisation, of medical technology projects.
The Company is a public company listed on the ASX,
incorporated and domiciled in Australia, and with a
registered office and principal place of business located
at Suite 201, 697 Burke Road, Camberwell Vic 3124.
Except as disclosed elsewhere in this Report, there
have been no significant changes in the nature of these
activities during the year.
2. Basis of preparation
(a) Statement of compliance
The consolidated financial statements are general
purpose financial statements which have been prepared
in accordance with Australian Accounting Standards
(AASBs) (including Australian Interpretations) adopted by
the Australian Accounting Standards Board (AASB) and
the Corporations Act 2001. The consolidated financial
statements comply with the International Financial
Reporting Standards (IFRSs) and interpretations adopted
by the International Accounting Standards Board.
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191 issued by the Australian Securities and
Investments Commission (ASIC), relating to the rounding
off of amounts in the consolidated financial statements.
Amounts in the consolidated financial statements have
been rounded off in accordance with that legislative
instrument to the nearest dollar, unless specifically stated
to be otherwise.
(b) Going concern
The financial statements have been prepared on the
going concern basis, which contemplates continuity of
normal business activities and the realisation of assets
and discharge of liabilities in the normal course of
business.
For the year ended 30 June 2022, the Group incurred
a loss of $6,936,129 (2021: $4,858,273), had negative
operating cash flows of $4,328,145 (2021: $5,798,046)
and had cash reserves of $1,845,128 (2021: $2,726,518).
The Group’s main activity is developing and
commercialising the TALi products and various service
lines which will require further funding and investment.
The ability of the Company to continue as a going
concern is principally dependent upon the ability of
the Company to secure funds by raising capital from
equity markets and managing cash flow in line with the
available funds.
32 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
2. Basis of preparation (continued)
(c) Use of estimates and judgements
The preparation of consolidated financial statements
conforms with Australian Accounting Standards which
requires management to make judgements, estimates
and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income
and expenses. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision only affects that period or in the
period of the revision and future periods if the revision
affects both current and future periods.
The key estimates and judgments made in preparing the
financial statements are:
• Assessing the carrying amount and estimated useful life
of identifiable intangible assets (refer to note 13); and
• Assessing the carrying amount of investments (refer to
note 11).
3. Significant accounting policies
The principle accounting policies adopted in the
preparation of the financial statements are set out below.
These policies have been consistently applied to all the
years presented, unless otherwise stated.
New or amended Accounting Standards and
Interpretations adopted
The Group has adopted all of the new or amended
Accounting Standards and Interpretations issued by the
Australian Accounting Standards Boards (‘AASB’) that are
mandatory for the current reporting period.
Any new or amended Accounting Standards or
Interpretations that are not mandatory have not yet been
adopted.
The following Accounting Standards and Interpretations
are most relevant to the Group:
(a) Revenue and other income
Sale of goods
The Group follows AASB15 which is based on the
principle that revenue is recognised when control of a
good or service transfers to a customer.
4. Allocating the transaction price to the performance
obligations
5. Recognising revenue when/as performance
obligation(s) are satisfied.
Revenue from sale of goods is for a one-off fixed fee.
In accordance with the 5-step approach, revenues are
generally recognised at the time of delivery of the goods
to the customer. Invoices for goods or services transferred
are generally due upon receipt of the goods.
Government grants
Conditional government grants are recognised initially as
deferred income when there is a reasonable assurance
that they will be received and that the Group will comply
with the conditions associated with the grant. Grants
that compensate the Group for expenses incurred are
recognised in profit or loss on a systematic basis in the
same periods in which the expenses are recognised.
An unconditional grant is recognised in profit or loss as
other income when the grant becomes receivable.
(b) Financial Instruments
Investments and other financial assets are initially
measured at fair value. Transaction costs are included
as part of the initial measurement, except for financial
assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair
value depending on their classification. Classification
is determined based on both the business model within
which such assets are held and the contractual cash
flow characteristics of the financial asset unless, an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to
receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially
all the risks and rewards of ownership. When there is
no reasonable expectation of recovering part or all of a
financial asset, it’s carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at
fair value through other comprehensive income are
classified as financial assets at fair value through profit
or loss. Typically, such financial assets will be either: (i)
held for trading, where they are acquired for the purpose
of selling in the short-term with an intention of making
a profit, or a derivative; or (ii) designated as such upon
initial recognition where permitted. Fair value movements
are recognised in profit or loss.
To determine whether to recognise revenue, the Group
follows a 5-step process:
Financial assets at fair value through other
comprehensive income
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
Financial assets at fair value through other
comprehensive income include equity investments which
the Group intends to hold for the foreseeable future and
has irrevocably elected to classify them as such upon
initial recognition.
TALi Digital Limited Annual Report 2022 | 33
using the foreign exchange rate at the date of the
transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are measured
at fair value are retranslated to Australian dollars at
the exchange rate at the date that the fair value was
determined.
(f) Income tax
Income tax expense comprises current and deferred
tax. Income tax expense is recognised in profit or loss
except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in
equity.
Current tax is the expected tax payable or receivable
on the taxable income or loss for the year, using
tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is recognised using the balance sheet
liability method, providing for temporary differences
between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts
used for taxation purposes. Deferred tax is measured
at the tax rates that are expected to be applied to
the temporary differences when they reverse based
on the laws that have been enacted or substantively
enacted by the reporting date.
A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be
available against which the temporary difference can
be utilised. Deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no
longer probable that the related tax benefit will be
realised.
For financial assets measured at fair value through
other comprehensive income, the loss is recognised
within other comprehensive income. In all other cases,
the loss allowance is recognised in profit and loss.
Cash and cash equivalents comprise cash balances
and call or term deposits. Accounting for finance
income and costs are discussed in (c).
(c) Financial income and costs
Finance income comprises interest income on funds
invested, dividend income, and changes in the
fair value of financial assets at fair value through
profit or loss, gains on hedging instruments that
are recognised in profit or loss and reclassifications
of amounts previously recognised in other
comprehensive income. Interest income is recognised
as it accrues in profit or loss, using the effective
interest method.
Finance costs comprise interest expense on
borrowings, changes in the fair value of financial
assets at fair value through profit or loss, impairment
losses recognised on financial assets, and losses on
hedging instruments that are recognised in profit
or loss and reclassifications of amounts previously
recognised in other comprehensive income.
(d) Goods and services tax
Revenue, expenses and assets are recognised net of
the amount of Goods and Services Tax (GST), except
where the amount of GST incurred is not recoverable
from the taxation authority. In these circumstances, the
GST is recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are stated with the amount
of GST excluded. The net amount of GST recoverable
from, or payable to, the Australian Taxation Office
(ATO) is included as a current asset or liability in the
balance sheet.
Cash flows are included in the statement of cash
flows on a gross basis. The GST components of cash
flows arising from investing and financing activities
which are recoverable from, or payable to, the ATO
are classified as operating cash flows.
(e) Foreign currency
Transactions in foreign currencies are translated
at the foreign exchange rate ruling at the date of
the transaction. Monetary assets and liabilities
denominated in foreign currencies at the reporting
date are translated to Australian dollars at the
foreign exchange rate at that date. Foreign exchange
differences arising on translation are recognised in
the income statement.
Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign
currency are retranslated to Australian dollars
34 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
(g) Property, plant and equipment
(i) Cash and cash equivalents
(i) Owned assets
The Group holds no property. Items of plant and
equipment are measured at cost less accumulated
depreciation and impairment losses. Cost includes
expenditures that are directly attributable to the
acquisition of the asset. The costs of day to day
servicing of plant and equipment are recognised in
profit or loss as incurred. The cost of replacing part of
an item of plant and equipment is recognised in the
carrying amount of the asset if it is probable that the
future economic benefits embodied within the part
will flow to the Group and its costs can be measured
reliably.
(ii) Depreciation
Depreciation is recognised in profit or loss on a
straightline basis over the estimated useful lives of
each part of an item of plant and equipment. The
estimated useful lives in the current and comparative
periods are as follows:
• Plant and equipment
2.5 – 10 years
• Leasehold improvements
• Right-of-use asset
3 years
3 years
Depreciation methods, useful lives and residual
values are reassessed annually at the reporting date.
(h) Intangible assets
Intangible assets acquired by the Group which
satisfy the asset recognition criteria set out in
AASB 138 Intangible Assets, are measured at cost
less accumulated amortisation and accumulated
impairment losses. Intangible assets which are
considered to have a finite life are amortised over
their estimated useful life. In respect of acquired
licences / marketing rights, amortisation commences
upon the asset becoming available for use, based
on commercialisation of the licensed or marketed
product. The estimated useful life of acquired
intellectual property is 5-20 years (2021: 5-20 years).
Research and development
Research costs are expensed in the period in which
they are incurred; development costs are capitalised
when it is probable that the project will be a success
considering its commercial and technical feasibility;
the Group is able to use or sell the asset; the Group
has sufficient resources; and intent to complete the
development and its costs can be measured reliably.
Capitalised development costs are amortised on a
straight-line basis over the period of their expected
benefit being their finite life. Management assessed
the finite life in 2021 to be 14.5 years (previously 7
years) in line with the Group’s major patent expiry
dates.
Cash and cash equivalents comprise cash balances
and short-term deposits with an original maturity of
three months or less.
(j) Impairment
A financial asset is considered to be impaired if
objective evidence indicates that one or more events
have had a negative effect on the estimated future
cash flows of that asset.
The carrying amounts of the Group’s assets are
reviewed at each balance date to determine whether
there is any indication of impairment. If any such
indication exists, the recoverable amount of the asset
is estimated.
An impairment loss in respect of an asset measured
at amortised cost is calculated as the difference
between the carrying amount and the present value
of the estimated future cash flows discounted at the
effective original interest rate.
Individually significant financial assets are tested for
impairment on an individual basis. The remaining
financial assets are assessed collectively in groups
that share similar credit risk characteristics.
All impairment losses are recognised in profit or loss.
Aside from impairment of goodwill, an impairment
loss is reversed if the reversal can be related
objectively to an event occurring after the impairment
loss was recognised. For financial assets measured at
amortised cost, the reversal is recognised in profit or
loss.
The carrying amounts for non-financial assets are
reviewed each reporting date to determine whether
there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount
is estimated and an impairment loss recognised
in profit or loss if the carrying amount of an asset
exceeds its recoverable amount. The recoverable
amount of an asset is determined as the greater of its
value in use and its fair value less costs to sell. Value
in use is assessed using discounted cash flow analysis.
When determining fair value less costs to sell, the
Group takes into account information from recent
market transactions and other available market-
based information.
TALi Digital Limited Annual Report 2022 | 35
3. Significant accounting policies (continued)
(i) Provisions
A provision is recognised if, as a result of a past
event, the Group has a present legal or constructive
obligation that can be measured reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market
assessments of the time value of money and, when
appropriate, the risks specific to the liability.
Lease make good provision
A provision has been made for the present value
of anticipated costs for future restoration of leased
premises. The provision includes future cost estimates
associated with closure of the premises. The
calculation of this provision requires assumptions such
as application of closure dates and cost estimates.
The provision recognised for each site is periodically
reviewed and updated based on the facts and
circumstances available at the time.
Changes to the estimated future costs for sites are
recognised in the statement of financial position by
adjusting the asset and the provision. Reductions in
the provision that exceed the carrying amount of the
asset will be recognised in profit or loss.
(m) Right-of-use asset
At inception of a contract, the Group assesses
whether a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right
to control the use of an identified asset for a period of
time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an
identified asset, the Group assesses whether:
• The contract involves the use of an identified
asset – this may be specified explicitly or implicitly
and should be physically distinct asset. If the
supplier has a substantiate substitution right,
then the asset is not identified;
• The Group has the right to obtain substantially
all of the economic benefits from use of the asset
throughout the period of use; and
(k) Employee benefits
(i) Long-term service benefits
The Group’s net obligation in respect of long-term
employee benefits is the amount of future benefit that
employees have earned in return for their service in
the current and prior periods plus related on-costs.
That benefit is discounted to determine its present
value. The discount rate is the yield at the reporting
date on corporate bonds that have maturity dates
approximating the terms of the Group’s obligations.
(ii) Share-based payment transactions
The Group provides benefits to its employees in the
form of share-based payments, via options over
shares (equity-settled transaction). There is currently
an Employee Share Option Plan in place as part of
the LTI, for the issue of share based payments to staff
and KMP to incentivise performance and loyalty. The
options over shares will vest over a period of three
years subject to the employee remaining employed by
the Group. For KMP there may also be performance
measures built into the vesting criteria. The cost of the
equity-settled transaction is recognised, together with
a corresponding increase in equity, over the period
in which the performance and/or service conditions
are fulfilled (vesting period), ending on the date the
relevant employees benefit become fully entitled to
the award (the vesting date). The fair value of the
performance rights is based on the Monte Carlo
pricing model to test the likelihood of attaining the
vesting criteria.
(iii) Wages, salaries, annual leave and at-risk
performance incentives
Liabilities for employee benefits for wages, salaries,
annual leave and performance incentives represent
present obligations resulting from employees’ services
provided up to reporting date and are calculated
at undiscounted amounts based on compensation
wage and salary rates that the Group expects to
pay as at reporting date including related on-costs,
such as workers’ compensation insurance and
payroll tax. Government stimulus payments such as
PAYGW cash boost and JobKeeper are recorded as a
reimbursement of expenditure.
(iv) Superannuation
Obligations for contributions to defined contribution
superannuation funds are recognised as an expense
in profit or loss when they are due. The Group has no
defined benefit pension fund obligations.
36 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
Lease payments included in the measurement of the
lease liability comprise:
• Fixed payments, including in-substance fixed
payments;
• Variable lease payments that depend on an index
or a rate, initially measured using the index or rate
as at the commencement date;
• Amounts expected to be payable under a residual
value guarantee; and
• The exercise price under a purchase option
that the Group is reasonably certain to exercise,
lease payments in an optional renewal period
if the Group is reasonably certain to exercise
an extension option, and penalties for early
termination of a lease unless the Group is
reasonably certain not to terminate early.
The lease liability is measure at amortised cost using
the effective interest method. It is remeasured when
there is a change in future lease payments arising
for a change in an index or rate, if there is a change
in the Group’s estimate of the amount expected to
be payable under a residual value guarantee or if
the Group changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way,
a corresponding adjustment is made to the carrying
amount of the right-of-use asset or is recorded in
profit or lost if the carrying amount of the right-of-use
asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use
assets and lease liabilities for short-term leases that
have a lease term of 12 months or less and leases of
low-value assets, including IT equipment. The Group
recognises the lease payments as associated with
these leases as an expense on a straight-line basis
over the lease term.
3. Significant accounting policies (continued)
(m) Right-of-use asset
• The Group has the right to direct the use of the
asset. The Group has the right when it has the
decision-making rights that are most relevant to
changing how and for what purpose the asset is
used. In rare cases where all the decisions about
how and for what purpose the asset is used are
predetermined, the Group has the right to direct
the use of the asset if either:
o The Group has the right to operate the asset; or
o The Group designed the asset in a way that
predetermines how and for what purpose it will
be used.
At inception or on reassessment of a contract that
contains a lease component, the Group allocates the
consideration in the contract that contains a lease
component, the Group allocates the consideration in
the contract to each lease component on the basis of
their relative stand-alone prices.
The Group recognises a right-of-use asset and a
lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability
adjusted for any lease payments made at or before
the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less
any lease incentives received.
The right-of-use asset is subsequently depreciated
using the straight-line method from the
commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the
lease term. The estimated useful lives of right-of-use
assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the present
value of the lease payments that are not paid at
the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
TALi Digital Limited Annual Report 2022 | 37
(t) Non-current assets or disposal groups
classified as held for sale
Non-current assets and assets of disposal groups
are classified as held for sale if their carrying
amount will be recovered principally through a
sale transaction rather than through continued
use. They are measured at the lower of their
carrying amount and fair value less costs of
disposal. For non-current assets or assets of
disposal groups to be classified as held for sale,
they must be available for immediate sale in their
present condition and their sale must be highly
probable.
An impairment loss is recognised for any initial
or subsequent write down of the non-current
assets and assets of disposals groups to fair
value less costs of disposal. A gain is recognised
for any subsequent increases in fair value less
costs of disposal of a noncurrent assets and
assets of disposal groups, but not in excess of any
cumulative impairment loss previously recognised.
Non-current assets are not depreciated or
amortised while they are classified as held for
sale. Interest and other expenses attributable to
the liabilities of assets held for sale continue to be
recognised.
(u) Borrowings
All loans and 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 year of the loans and borrowings using
the effective interest method.
Borrowings are derecognised from the statement
of financial position when the obligation specified
in the contract has been discharged, cancelled
or expires. The difference between the carrying
amount of the borrowing derecognised and the
consideration paid is recognised in profit or loss as
other income or finance costs.
All 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 end of the reporting year.
3. Significant accounting policies (continued)
(n) Research and development
Research expenditure undertaken with the prospect
of gaining new scientific or technical knowledge
or understanding is expensed in profit or loss as
incurred. Development expenditure is capitalised
only if development costs can be measured reliably,
the product is technically and commercially feasible,
future economic benefits are probable, and
completion of development is intended.
(o) Segment reporting
A segment is a distinguishable component of a
Group engaged in providing products or services
within a particular business sector or geographical
environment. The Group determines and presents
operating segments based on information that
internally is provided to and used by the CEO, who
is the Group’s chief operating decision maker. From 1
July 2020 the Group deems to only operate within one
business segment.
(p) Earnings per share
The Group presents basic and diluted earnings
per share for its ordinary shares. Basic earnings per
share (EPS) is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares
outstanding for the period. Diluted EPS is calculated
by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number
of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares, including share
options granted to employees and to third parties.
(q) Share capital
Incremental costs directly attributable to the issue of
ordinary shares and share options are recognised as
a deduction from equity, net of any associated tax
benefit.
(r) Fair value reserve
The fair value reserve comprises the cumulative
net change in the fair value of financial assets with
changes in their fair value recognised in the Statement
of Profit or Loss and Other Comprehensive Income.
(s) New standards and interpretations not yet
adopted
A number of new standards, amendments to
standards and interpretations effective for annual
periods beginning on or after 1 July 2021 have not
been applied in preparing these consolidated
financial statements. None of these is expected to
have a significant effect on the consolidated financial
statements of the Group.
38 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
4. Revenue from continuing operations
Sale of licences
5. Other income
Co-development reimbursements
Grant income
Other income
R&D tax incentive
6. Profit before related income tax expense
Profit before related income tax expense has been arrived at after
charging the following items
Depreciation of plant and equipment
Amortisation of intangible assets
7. Income tax expense
2022
$
13,165
2022
$
99,788
153,852
252
614,359
868,251
2021
$
34,238
2021
$
-
125,204
297
389,166
514,667
2022
$
2021
$
90,196
281,184
371,380
224,550
316,951
541,501
2022
$
2021
$
Numerical reconciliation between tax expense and pre-tax net loss:
Loss before tax – continuing operations
(6,936,129)
(4,858,273)
TALi Digital Limited Annual Report 2022 | 39
7. Income tax expense (continued)
ncome tax expense (continued)
Numerical reconciliation between tax expense and pre-tax net loss:
Loss before income tax expense
Tax at the statutory tax rate of 25% (2021: 26%)
Change in unrecognised temporary differences
Add: Non-deductible expenses
Add: Use of tax losses not recognised
Add: Research and development allowance
Less: Items deductible for tax purposes
Less: Items not assessable for tax purposes
Income tax expense
2022
$
2021
$
(6,936,129)
(4,858,273)
(1,734,032)
(1,263,151)
79,569
43,706
1,583,252
292,819
(111,724)
(153,590)
-
102,402
24,824
1,197,087
167,390
(105,864)
(122,688)
-
The deductible temporary differences and any 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 from which the Group can utilise the benefits. There was no deferred tax recognised directly in equity. As at
30 June 2022 the Group has revenue losses of approximately $165 million (2021: $159 million).
8. Earnings per share
2022
$
2021
$
Loss after income tax attributable to the owners of TALi Digital Limited
(6,936,129)
(4,858,273)
Weighted average number of ordinary shares
Weighted average number of ordinary shares used in calculating basic
earnings per share
Number
Number
999,766,317
820,820,227
Weighted average number of ordinary shares used in calculating diluted
earnings per share
999,766,317
820,820,227
Basic earnings per share
Diluted earnings per share
9. Cash and cash equivalents
Current assets
Cash at bank
Cash on deposit
40 | TALi Digital Limited Annual Report 2022
(0.69)
(0.69)
2022
$
(0.59)
(0.59)
2021
$
1,845,128
1,776,338
-
950,180
1,845,128
2,726,518
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
10. Trade and other receivables
Current assets
Trade and other receivables
R&D tax incentive and other tax receivables
2022
$
104,282
509,506
613,788
2021
$
51,349
795,874
847,223
Allowance for expected credit losses
The Group has recognised a loss of nil (2021: nil) in profit and loss in respect of the expected credit losses for the year
ended 30 June 2022.
11. Investments
Current assets
2022
$
2021
$
Financial assets classified at fair value through the profit & loss
2,273
1,688
Reconciliation
Reconciliation of the fair values at the beginning and end of the
current and previous financial year are set out below:
Opening fair value
Revaluation increments
Closing fair value
1,688
585
2,273
1,418
270
1,688
Investments in equity instruments are categorised as Level 1 within the fair value hierarchy and are valued using
market observable rates, being quoted ASX stock prices.
12. Other assets
Current assets
Prepayments
2022
$
102,299
102,299
2021
$
2,016,270
2,016,270
On 6 January 2021 $2,586,299 prepaid advertising credits were purchased from the Times Group India. As at 30
June 2022 the Group has $32,895 ( 2021 : $1,973,180) credits remaining which were utilised by their expiry date of
August 2022. Due to various reasons outlined in the Director’s Operations Report $1,106,125 credits were not utilised
by their expiry date. The Group requested an indefinite extension for the utilisation of the credits as management
reassess the Group’s Indian advertising and marketing plan. At the date of this report management assessed the
likelihood of obtaining the extension as low and therefore the remaining credits were written off at 30 June 2022.
TALi Digital Limited Annual Report 2022 | 41
13. Intangible assets
Non-current assets
Development - at cost
2022
$
2021
$
4,007,982
4,007,982
Less: Accumulated amortisation and impairment
(764,757)
(523,723)
Intellectual property - at cost
Less: Accumulated amortisation and impairment
Acquired licences - at cost
Less: Accumulated amortisation and impairment
Total
3,243,225
3,484,259
1,149,074
(764,290)
384,784
375,000
(157,994)
217,006
3,845,015
1,149,074
(742,890)
406,184
375,000
(139,244)
235,756
4,126,199
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
2022
Gross carrying amount
Carrying amount at beginning of
period
Acquired licenses
$
Acquired
intellectual
property
$
Internally
generated
assets
$
Total
$
375,000
1,149,074
4,007,982
5,532,056
Addition, internally developed
-
-
-
-
375,000
1,149,074
4,007,982
5,532,056
Amortisation and impairment
Carrying amount at beginning of
period
(139,244)
(742,890)
(523,723)
(1,405,857)
Amortisation
(18,750)
(21,400)
(241,034)
(281,184)
(157,994)
(764,290)
(764,757)
(1,687,041)
217,006
384,784
3,243,225
3,845,015
42 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
13. Intangible assets (continued)
2021
Gross carrying amount
Carrying amount at beginning of
period
Acquired licenses
$
Acquired
intellectual
property
$
Internally
generated
assets
$
Total
$
375,000
1,149,074
2,887,266
4,411,340
Addition, internally developed
-
-
1,120,716
1,120,716
375,000
1,149,074
4,007,982
5,532,056
Amortisation and impairment
Carrying amount at beginning of
period
(81,968)
(630,447)
(376,493)
(1,088,908)
Amortisation
(57,276)
(112,443)
(147,230)
(316,949)
Carrying amount at end of period
235,756
406,184
3,484,259
4,126,199
(139,244)
(742,890)
(523,723)
(1,405,857)
(i) Licences and intellectual property
On the acquisition of TALi Health Pty Ltd announced on February 15th 2016, TALi Digital recognised intellectual property
(including licences) at a fair value of $1,096,074. In June 2020 patents and other intellectual property were acquired
in relation to TALi products at a fair value of $428,000. Intangibles are initially recognised at cost and amortised on a
straight-line basis over the period of expected benefit, less any adjustments for impairment losses. The estimated useful
life and amortisation method are reviewed at the end of each annual reporting period.
(ii) Internally developed assets
Internally developed assets include the applied development activities conducted on the TALi Technology in respect
of the development stage of the TALi TRAIN© and TALi DETECT© projects.
On 1 April 2021, the estimated useful life of the internally developed assets was reassessed to align the useful life of
the assets to the expiry of the assets’ main issued patent. The estimated useful life was reassessed to be 14.5 years
(previously 7 years). The date of reassessment occurred on 1 April 2021 in line with the assets roll out to the Indian
market. Both TALi TRAIN© and TALi DETECT© assets were assessed as available and ready for use for customers
from the date of reassessment and have been amortised accordingly.
An assessment was made by management to determine whether any indicators of impairment exist. Indicators
assessed included but were not limited to; the Group’s market capitalisation, technology obsolescence, changes in
laws and regulations and COVID-19. No indicators of impairment were identified.
TALi Digital Limited Annual Report 2022 | 43
14. Property, plant and equipment
Non-current assets
Leasehold improvements - at cost
Less: Accumulated depreciation
Property, plant and equipment – at cost
Less: Accumulated depreciation
Right-of-use asset
Less: Accumulated depreciation
2022
$
-
-
-
208,299
(179,516)
28,783
-
-
-
28,783
2021
$
156,848
(130,994)
25,854
216,588
(162,475)
54,113
400,104
(366,762)
33,342
113,309
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Balance as at 1 July 2020
83,297
66,965
166,710
316,972
Leasehold
improvements1
$
Plant and
equipment
$
Right-of-use
asset1
$
Total
$
Additions
Disposals
Reclassifications
Depreciation expense
Balance at 30 June 2021
Additions
Disposals
Depreciation expense
Balance as at 30 June 2022
-
-
(5,694)
21,145
(258)
5,694
-
-
-
21,145
(258)
-
(51,749)
(39,433)
(133,368)
(224,550)
25,854
-
-
54,113
9,069
(3,399)
33,342
113,309
-
-
9,069
(3,399)
(25,854)
(31,000)
(33,342)
(90,196)
-
28,783
-
28,783
1 The right -of-use asset and leasehold improvements related to the lease of 19 William Street, Cremorne which ended
on 30 April 2022.
44 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
15. Trade and other payables
Current liabilities
Trade payables
Accruals and other payables
2022
$
316,492
167,610
484,102
2021
$
100,010
150,328
250,338
The Group’s exposure to currency and liquidity risk related to trade creditors and accruals is disclosed in note 23.
16. Deferred income
Current liabilities
2022
$
2021
$
Deferred income - R&D Incentive & Grant Income
145,673
145,674
Non-current liabilities
Deferred income - R&D Incentive & Grant Income
Reconciliation
Reconciliation of the written down values at the beginning and end of
the current and previous financial year are set out below:
Opening balance
Current year additions
Release of deferred revenues to profit or loss
Closing balance
1,791,075
1,936,748
1,936,746
2,082,420
2,082,420
1,685,916
-
(145,672)
487,512
(91,008)
1,936,748
2,082,420
Due to the capitalisation of the TALi products Development Cost Intangible Assets and the subsequent release of
amortisation over the assets useful life as indicated in note 13, the related R&D and CRC-P grant income has been
deferred and is proportionally released over the capitalised assets’ useful life. This has resulted in a total of $104,853
(2021: $80,804) of R&D grant income and $40,819 (2021: $10,205) in CRC-P grant income being recognised in profit
or loss for the year ended 30 June 2022. $1,394,040 (2021: $1,498,894) of R&D grant income relating to future periods
and $542,706 (2021: $583,526) in grant income has been classified as deferred income.
17. Lease liabilities
Current liabilities
Lease liability
2022
$
2021
$
-
55,792
The lease liability related to the office lease held by the Group. The lease ended 30 April 2022.
Refer to note 23 for further information on financial instruments disclosure and financial risk management.
TALi Digital Limited Annual Report 2022 | 45
18. Borrowings
Current liabilities
R&D Funding
Accrued interest payable
Non-current liabilities
Loan - R&D Advance
2022
$
41,691
372
42,063
462,053
504,116
2021
$
-
-
-
-
During the period the Company executed a funding facility (Facility) with Treasury Corporation of Victoria (TCV) as
part of the Victorian Government’s R&D Cash Flow Loan Initiative (Initiative) of up to $503,744.
The Company received the first tranche of $300,000 in October 2021 and the second tranche of $203,744 in February
2022.
Interest on Facility advances is variable at the “TCV 11am” loan interest rate (as at 1 August 2022 was 1.515%) and
repaid monthly. Repayment of the Facility is timed to coincide with receipt of Tali Digital’s FY2023 RDTI refund,
expected by 31 October 2023, but may be repaid earlier. The Facility is secured by the FY2022 and FY2023 R&D Tax
Incentive (RDTI) refunds. As part of the agreement the Company must maintain a Loan to Value Ratio (LVR) of 80%.
As the Company’s estimated FY2022 RDTI falls below the requirement to meet the LVR, a repayment to reduce the
LVR to 80% may be required by October 2022 and is therefore classified as current.
Refer to note 23 for further information on financial instruments disclosure and financial risk management.
19. Employee benefits
Current liabilities
Employee benefits provision
Non-current liabilities
Employee benefits provision
2022
$
2021
$
75,680
159,344
6,222
81,902
27,266
186,610
At-risk incentive performance payments
Compensation for all employees other than non-executive directors includes an at-risk performance component.
Provision has been made at reporting date for the amount payable in respect of performance for the financial year
as measured against agreed criteria set on an employee by employee basis.
A reconciliation of movement for the year for all employee provisions is provided in the following table.
46 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
19. Employee benefits (continued)
2021
Balance at 1 July 2020
Provision utilised
Charges raised
Balance at 30 June 2021
2022
Balance at 1 July 2021
Provision utilised
Charges raised
Balance at 30 June 2022
Annual leave
$
Long service leave
$
Total
$
125,820
(124,322)
157,846
159,344
12,505
138,325
-
(124,322)
14,761
27,266
172,607
186,610
Total
$
Annual leave
$
Long service leave
$
159,344
(312,149)
228,485
75,680
27,266
186,610
(26,309)
(338,458)
5,265
6,222
233,750
81,902
20. Issued capital
Terms and conditions of ordinary shares
Holders of ordinary shares are entitled to one vote per share at shareholders’ meetings and to receive any dividends
as may be declared. In the event of winding up of the Company, ordinary shareholders rank after all creditors and
are fully entitled to any proceeds of liquidation. Ordinary shares have no par value.
Shares
2022 2021
2022 2021
Number
Number
$
$
Ordinary shares, fully paid
1,224,791,666
931,905,789
211,038,225
208,157,446
Movements in issued capital during
the year were as follows:
Balance at the beginning of the
financial year
931,905,789
749,305,218
208,157,446
202,113,795
Issue of shares through placement
292,885,877
180,518,542
3,221,745
6,549,420
Issue of shares on exercise of options
Transaction costs relating to rights issue
and placements1
Transaction costs relating to rights issue
and placements2
Issued capital at the end of the
financial year
-
-
-
2,082,029
-
62,461
-
-
(282,730)
(568,230)
(58,236)
-
1,224,791,666
931,905,789
211,038,225
208,157,446
1 Directly attributable costs incurred in raising capital are presented as a reduction in equity.
2 Share based payment expense provided to the Lead Broker for services during the Placement.
TALi Digital Limited Annual Report 2022 | 47
21. Share-based payments
A performance right and share option plan has been established by the Group and approved by shareholders
at the 2017 Annual General Meeting, whereby the consolidated entity may, at the discretion of the Board, issue
performance rights and grant options over ordinary shares in the Company to certain key management personnel
of the consolidated entity. The performance rights and or options are issued for nil consideration and are granted in
accordance with performance guidelines established by the Board.
Set our below are summaries of Performance Rights and options granted under the plan:
2022
Grant Date
21/11/2017
8/10/2018
8/10/2018
15/10/2019
29/11/2019
24/11/20203
24/11/2020
22/2/20212
22/2/20212
22/2/2021²
20/7/2021¹
20/7/2021¹
Exercise Price
Balance at the
start of the
year
Granted
during the
year
Exercised
during the
year
Forfeited
during the year
Balance at the
end of the year
$0.030
$0.030
$0.030
$0.030
$0.030
$0.030
$0.090
$0.090
$0.120
$0.150
$0.060
$0.090
6,800,000
6,800,000
6,800,000
2,100,000
7,188,883
22,500,000
3,400,000
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
5,000,000
5,000,000
2,000,000
4,000,000
55,588,883
21,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,800,000)
(7,188,883)
(17,500,000)
-
-
-
-
(1,400,000)
(2,800,000)
6,800,000
6,800,000
6,800,000
300,000
-
5,000,000
3,400,000
5,000,000
5,000,000
5,000,000
600,000
1,200,000
(30,688,883)
45,900,000
Weighted average exercise
price
$0.04
$0.11
$0.00
$0.05
$0.06
1 Employee Options were issued under the shareholder approved Share Options Plan. The Options have the vesting
dates of 20 July 2022 (2,000,000), 20 July 2023 (2,000,000) and 20 July 2024 (2,000,000) and are subject to the
employees remaining employees of the Group at vesting date.
2 Broker options issued vested upon issue.
3 On resignation the former CEO agreed with the Company that of the 22.5 million options held, 17.5 million options
would be forfeited and the remaining 5 million options would vest.
On 16 March 2022, 15,000,000 options were provisionally issued to the Broker of the placement. The options were
provisionally issued as they are required to be approved by shareholders. The options were approved for issue by
shareholders on 28 June 2022 and subsequently issued on 3 August 2022. Under accounting rules, expenses related to
the options for the current financial year have been expensed based on the provisional grant date.
48 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
21. Share-based payments (continued)
2022
Grant Date
21/11/2017
8/10/2018
8/10/2018
13/09/2019
19/09/2019
15/10/2019
26/11/2019¹
29/11/2019
12/06/2020
24/11/2020¹
24/11/2020²
Weighted
averageexercise
price
Exercise Price
Balance at the
start of the
year
Granted
during the
year
Exercised
during the
year
Expired/
forfeited other
At the end
of the year
$0.030
$0.030
$0.030
$0.030
$0.030
$0.020
$0.030
$0.090
$0.060
$0.030
$0.030
6,800,000
6,800,000
6,800,000
360,507
3,425,000
2,400,000
14,377,766
7,188,883
1,700,000
-
-
-
-
-
-
-
-
-
-
-
22,500,000
3,400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
6,800,000
6,800,000
6,800,000
(360,507)
(3,425,000)
-
-
(300,000)
2,100,000
(14,377,766)
-
-
7,188,883
(1,700,000)
-
-
-
22,500,000
3,400,000
49,852,156
25,900,000
-
(20,163,273)
55,588,883
$0.00
$0.04
$0.03
$0.00
$0.03
$0.04
1 22,500,000 options were issued to the Managing Director, Glenn Smith replacing the 14,377,766 issued in 2019. Each
option issued has an exercise price of $0.03 and will expire on the fifth anniversary of the date of issue. The options
have the following vesting conditions:
• execution of a market entry partnership agreement with a gross transaction value that has been defined by
the Board and agreed with the Managing Director pertaining to one of the following countries: China, India or
Indonesia; and
• entry into a joint venture, licence or equivalent agreement with a gross transaction value that has been defined
by the Board and agreed with the Managing Director pertaining to one of the following countries: USA, UK or
Japan.
2 Shareholder approval was given to the issue of 3,400,000 options to Director, David Brookes. These were issued
with an exercise price of $0.03 and will expire on 21 November 2022.
TALi Digital Limited Annual Report 2022 | 49
21. Share-based payments (continued)
On 22 February 2021, 15,000,000 options were provisionally issued to the Broker of the placement. The options were
provisionally issued as they are required to be approved by shareholders. The options will be granted and issued
following approval at the Annual General Meeting. Under accounting rules, expenses related to the options for the
current financial year have been expensed based on the provisional grant date.
For the options granted during the current financial year, the valuation model inputs used to determine the fair
value at the grant date are as follows:
Grant date
Expiry date
20/07/2021
20/07/2026
20/07/2021
20/07/2026
22/02/2021
22/02/2023
22/02/2021
22/02/2023
22/02/2021
22/02/2023
16/03/2022¹
03/08/2025
Share price
at grant date
Exercise price
Expected
volatility
Fair Value of
option
$0.033
$0.033
$0.042
$0.042
$0.042
$0.012
$0.060
$0.090
$0.090
$0.120
$0.150
$0.030
95%
95%
146%
146%
146%
80%
$0.021
$0.018
$0.024
$0.022
$0.020
$0.004
1 Options were issued on 3 August 2022 to the lead broker of the March 2022 capital raise. However options relate to
services provided during the capital raise so the grant date is deemed to be the date the Placement of shares from
the capital raise occurred.
TALi Digital Long-Term Incentive Plan
The purpose of the TALi Digital Long-Term Incentive Plan (LTIP) is to provide long term rewards that are linked
to shareholder returns. Under the LTIP, selected executives may be offered several performance rights (Right)
and share options. Each Right provides the entitlement to acquire one TALi share at nil cost to the satisfaction of
performance hurdles.
The fair value of performance rights granted is recognised as an employee expense with a corresponding increase
in equity. The fair value is measured by an independent third party at grant date and recognised over the three-
year vesting period during which the employees become unconditionally entitled to the performance rights.
50 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
22. Notes to the statement of cash flows
For the year ended 30 June 2022
Cash as at the end of the financial year in the statement of cash flows is
reconciled to the related items in the balance sheet as follows:
Cash at bank and on hand
Bank short term deposits
Cash assets (note 9)
Loss after income tax
Add: depreciation, amortisation and loss on disposal of plant and
equipment
Share based payment expense
Investment (gain)/loss on revaluation and unrealised foreign exchange
(gain)/loss
Total non-cash & non-operating items
(Increase)/decrease in receivables
(Increase)/decrease in other assets
(Increase)/decrease in employee benefits
(Increase)/decrease in deferred income
(Increase)/decrease in payables
2022
$
2021
$
1,845,128
-
1,845,128
1,776,338
950,180
2,726,518
(6,936,129)
(4,858,273)
371,381
171,485
(1,905)
540,961
233,436
1,913,972
(104,708)
(209,440)
233,763
541,800
92,295
16,161
650,256
108,844
(1,987,124)
48,285
396,504
(156,538)
Change in operating assets and other receivables
2,067,023
(1,590,029)
Net cash used in operating activities
(4,328,145)
(5,798,046)
There have been no non-cash financing and investing transactions during the 2022 financial year (2021: nil) which
have had a material effect on assets and liabilities of the Group.
TALi Digital Limited Annual Report 2022 | 51
23. Financial instruments disclosure and financial risk management
The Group has exposure to market, credit and liquidity risks from the use of financial instruments. This note presents
information about the Group’s exposure to each of these risks, its objectives, policies and processes for measuring
and managing risk. The Board of Directors has overall responsibility for the establishment and oversight of the risk
management framework.
Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. The Group has adopted a Strategic Risk
Management Framework through which it manages risks and aims to develop a disciplined and constructive
control environment and action plans for risks that cannot be effectively managed through the use of controls. The
Audit Committee oversees how management monitors compliance with the Group’s Strategic Risk Management
Framework in relation to the changing risks faced by the Group.
(a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices, will affect the Group’s income or value of its holdings in financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising
the financial return. No more than $2.7m of the Group’s cash resources is permitted to be invested in securities or
investments other than bank and term deposits without approval by the shareholders at an AGM. In respect of listed
company investments, the holding is reviewed by the Audit Committee if the market price falls by more than 10%
below the initial acquisition cost.
(i) Foreign currency risk
The Group has contracts denominated in foreign currencies, predominantly in US dollars and Euros, and may enter
into forward exchange contracts where appropriate in light of anticipated future purchases and sales, conditions
in foreign markets, commitments from customers and past experience and in accordance with Board-approved
limits. Note 3(e) sets out the accounting treatments for such contracts. There were no hedged amounts payable or
receivable in foreign currencies at reporting date (2021: nil).
At reporting date, the Group had the following exposures to foreign currency, converted to AUD:
Shares
Bank accounts
Receivables
Payables
Net balance sheet
exposure
2022
2021
GBP
USD
SGD
EURO
GBP
-
-
-
-
35,895
67,168
(238,085)
(135,022)
-
-
-
-
-
-
-
-
-
-
-
-
USD
1,370
-
(5,823)
(4,453)
SGD
EURO
-
-
-
-
-
-
-
-
52 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
23. Financial instruments disclosure and financial risk management (continued)
Foreign currency sensitivity analysis
A 10% strengthening or weakening of the Australian dollar applied against the Gross balance sheet exposure in
the above table in respect of the above currencies as at 30 June 2022 would have increased/(decreased) profit or
loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant. A sensitivity of 10% has been selected as this is considered reasonable taking in to account the current
level of exchange rates and the volatility observed both on a historical basis and on market expectations for future
movements. The analysis is performed on the same basis for 2021. There is no impact on equity.
2022 Exposure
Equity
Profit and loss
Strengthening
Weakening
Strengthening
Weakening
Net balance sheet exposure
-
-
9,302
(9,302)
2021 Exposure
Equity
Profit and loss
Strengthening
Weakening
Strengthening
Weakening
Net balance sheet exposure
-
-
541
(541)
The following significant exchange rates applied during the financial year:
Currency
GBP
USD
EURO
(i) Interest rate risk
Average rate
Reporting date spot rate
2022
0.56
0.72
0.65
2021
0.55
0.72
0.63
2022
0.57
0.69
0.66
2021
0.54
0.75
0.63
Interest earned on cash at bank is determined in accordance with published bank interest rates. The Group’s exposure
to interest rate risk is confined to cash assets, the effective weighted average interest rate for which is set out below.
Financial assets
Cash assets – at 30 June 2022
Cash assets – at 30 June 2021
Financial liabilities
Borrowings – at 30 June 2022
Borrowings – at 30 June 2021
Effective
interest rate
%
Floating
interest rate
$
Fixed interest
rate
$
Non-interest
bearing
$
Total
$
-
0.01
-
-
-
950,180
503,744
-
-
-
-
-
1,845,128
1,845,128
1,776,338
2,726,518
-
-
503,744
-
TALi Digital Limited Annual Report 2022 | 53
23. Financial instruments disclosure and financial risk management (continued)
Profit and loss
Cash at bank – variable
interest rate: $AUD
2022
2021
Strengthening
Weakening
Strengthening
Weakening
23,502
(23,502)
4,751
(4,751)
An increase or decrease of 0.50% in interest rates applied for 12 months to the cash balances at reporting date
would have increased or decreased profit or loss by $23,502 (2021: $4,751), if all other variables, including foreign
currency rates, remain constant. The analysis is performed on the same basis for 2021.
(b) Credit risk
Credit risk represents the loss that would be recognised if counterparties fail to perform as contracted. For financial
assets, the credit risk exposure of the Group is the carrying amount of the asset net of any provision for expected
credit losses.
(i) Receivables
The Group undertakes due diligence prior to entering any collaboration, co-development or licensing agreement
with a counterparty that exposes the Group to credit risk. The Group’s exposure to credit risk from receivables is
shown below. No amounts are past due and impaired at balance date.
Financial assets
3 months or less
$
Greater than 3
months
$
Greater than 1
year
$
Receivables – at 30 June 2022
Receivables – at 30 June 2021
613,788
847,223
-
-
-
-
Total
$
613,788
847,223
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due.
The Group’s approach to managing liquidity is to ensure that it will maintain sufficient liquidity to meet its liabilities
when due having regard to forecast cash inflows and outflows, which in turn may be impacted by planned
corporate transactions.
The Group manages its liquidity risk using existing cash reserves managed in accordance with a Cash Management
and Treasury Policy. Under this policy, sufficient liquidity to meet day to day operating requirements is maintained
in interest-bearing operating, at-call and term bank accounts. Cash balances are prepared daily and cash
requirements monitored on weekly, month end reporting and annual budget/forecast cycles.
54 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
23. Financial instruments disclosure and financial risk management (continued)
(c) Liquidity risk
At reporting date, the Group had the following financial liability exposures:
Financial liabilities
3 months or less
$
Greater than 3
months
$
Greater than 1
year
$
Trade and other payables – at 30 June 2022
Trade and other payables – at 30 June 2021
484,102
250,338
-
-
-
-
Financial liabilities
Less than one
year
$
One to five years
$
More than 5
years
$
Borrowings – at 30 June 2022
41,691
462,053
Lease liabilities – at 30 June 2022
Total
Lease liabilities – at 30 June 2021
-
41,691
55,792
-
462,053
-
-
-
-
-
Maturity analysis – contractual undiscounted cash
flows on lease liabilities
122,514
Less than one year
Other disclosures
Interest expenses on lease liabilities recognised in the profit or loss
Total cash outflow for leases recognised in the statement of cashflows
2022
$
-
366
35,795
Total
$
484,102
250,338
Total
$
503,744
-
503,744
55,792
2021
$
56,487
7,050
137,073
(d) Net fair values of financial assets and liabilities
Net fair values of financial assets and liabilities are determined by the Group on the following bases:
(i) For monetary financial assets and financial liabilities not readily traded in an organised financial market, values
are determined by valuing them at the value of contractual cash flow amounts due from customers and payable
to suppliers discounted as appropriate for settlements beyond 12 months;
(ii) The carrying amounts of bank balances and deposits, trade debtors and accounts payable expected to be
payable within 12 months.
At reporting date there were no material differences between carrying values and fair values.
(e) Capital management
The Board’s policy is to maintain a sufficient capital base so as to sustain investor, creditor and market confidence and
to facilitate the future development of the business. As noted in note 2(b), in order to meet forecast operating cash
requirements, the Group may need to raise funds from other sources which may include raising capital or securing debt
facilities.
TALi Digital Limited Annual Report 2022 | 55
24. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
25. Dividend franking account
The Company has no franking credits at reporting date.
26. Auditor’s remuneration
Audit services:
2022
$
2021
$
Auditors of the Group – Grant Thornton
88,000
68,210
27. Segmented reporting
From 1 July 2020 the Group deemed that it has only one business segment.
28. Related party transactions
Disclosures of compensation policies, service contracts and details of individual directors and executives’
compensation are included in the Remuneration Report section of the Directors’ Report.
Directors and Key Management Personnel compensation
The Directors and Key Management Personnel compensation included in “employee expenses” are as follows:
Nature of compensation
Short-term employee benefits
Performance benefits
Post-employment benefits
Share-based payments
Total compensation
2022
$
527,065
49,773
41,158
149,701
767,697
2021
$
371,751
93,750
31,992
90,891
588,384
Key Management Personnel transactions
Directors of the Company control 4.06% (2021: 4.68%) of the voting shares of the Company.
Several key management personnel, or their related parties, hold positions in other companies that result in them
having control or significant influence over these companies. However, during the period the Group did not transact
with any of these companies.
Other Key Management Personnel transactions with the Group
No Key Management Personnel member has entered a material contract with the Group during either the 2022 or 2021
financial years and there were no material contracts with, amounts receivable from or payable to, interests involving
directors or executives at period end. The value of transactions during the year with entities related to Directors
included in the financial statements was nil (2021: nil).
Other Key Management Personnel transactions with the Group
There are no outstanding balances at the reporting date in relation to transactions with related parties other than
KMPs: No provision for doubtful debts has been raised against amounts receivable from other related parties.
56 | TALi Digital Limited Annual Report 2022
Notes to Financial Statements continued
FOR THE YEAR ENDED 30 JUNE 2022
28. Related party transactions (continued)
Loans and other transactions with Key Management Personnel
There were no loans made to Directors or Executives or other loan movements during the 2022 year (2021: nil).
Other related party transactions
Other than the transactions disclosed above, there were no transactions with other related parties during either the
2022 or 2021 financial years.
29. Group entities
Significant subsidiaries for the year ended:
Name
Country of incorporation
Ownership interest %
TALi Health Pty Ltd
TALi Digital INC
Australia
USA
TALi Digital (UK) Limited¹
United Kingdom
2022
100.00%
100.00%
-
2021
100.00%
100.00%
100.00%
1 On 10 June 2022, TALI Digital (UK) Limited (a dormant entity registered in the United Kingdom) was de-registered.
30. Parent entity disclosure
As at, and throughout, the financial year ended 30 June 2022, the parent entity of the Group was TALi Digital Limited.
Statement of profit and loss
Loss after income tax
Total comprehensive loss
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Change in fair value reserve
Share-based payments reserve
Accumulated losses
Total equity
2022
$
2021
$
(2,827,446)
(2,484,117)
(2,827,446)
(2,484,117)
5,080,427
8,622,977
5,464,119
9,077,531
282,460
416,608
2,033,701
1,821,484
3,430,418
7,256,047
211,038,224
208,157,446
(1,000,000)
(1,000,000)
1,687,306
1,502,351
(208,295,112)
(201,403,750)
3,430,418
7,256,047
TALi Digital Limited Annual Report 2022 | 57
31. Commitments
The Company has no commitments at year end.
32. Contingent liabilities
The Group is not aware of any contingent liabilities or contingent assets capable of having a material impact
on the Group.
33. Events after the reporting period
On 5 July 2022, 7,838,858 Ordinary shares were issued to the Directors as approved by Shareholders at the
Extraordinary General Meeting (EGM) held on 28 June 2022.
On 4 August 2022, 15,000,000 options were issued to the Company’s broker after approval from the
extraordinary General Meeting held on 28 June 2022.
No other matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may
significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future
financial years.
On 19 September 2022, the Company received a successful ruling from AusIndustry to its Advanced Overseas
Finding in relation to clinical trial activity in the United States. The Company will subsequently record a further
$171,583 of Research and Development tax incentive income in relation to expenditure incurred in the year
ended 30 June 2022.
58 | TALi Digital Limited Annual Report 2022
Directors’ Declaration
FOR THE YEAR ENDED 30 JUNE 2022
In the opinion of the directors of TALi Digital Limited (‘the Company’):
• The attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
• The attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 3 to the financial statements;
• The attached financial statements and notes give a true and fair view of the Group’s financial position as at 30
June 2022 and of its performance for the financial year ended on that date; and
• There are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Sue MacLeman
Chair
30 September 2022
TALi Digital Limited Annual Report 2022 | 59
60 | TALi Digital Limited Annual Report 2022
TALi Digital Limited Annual Report 2022 | 60
TALi Digital Limited Annual Report 2021 | 60
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
Independent Auditor’s Report
To the Members of TALi Digital Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of TALi Digital Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated
statement of profit or loss and other comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance
for the year ended on that date; 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.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#8450356v1w
TALi Digital Limited Annual Report 2022 | 61
Material uncertainty related to going concern
We draw attention to Note 2(b) in the financial statements, which indicates that the Group incurred a net loss of
$6,936,129 during the year ended 30 June 2022, and the Group’s operating cash flow for the year was an
outflow of $4,328,145. The ability of the Group to continue as a going concern is principally dependant on the
ability of the Group to secure funds by raising capital from equity markets and managing cash flows in line with
available funds. As stated in Note 2(b), these events or conditions indicate that a material uncertainty exists that
may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
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.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Our procedures included, amongst others:
• Assessing the Group's accounting policy for
capitalisation of development costs for adherence to
AASB 138;
• Evaluating the assumptions utilised by management
that support the generation of future economic
benefits from the capitalised costs;
• Considering other qualitative considerations,
including market valuation of the Group compared to
its net assets, recent trial results, additional public
information and press releases to challenge
management’s assessment of impairment indicators;
• Obtaining supporting documentation to demonstrate
ongoing use of the asset; and
• Assessing the adequacy of the disclosures within the
financial statements.
Intangible assets – notes 3(h) and 13
The Group has intangible assets with a written down
value of $3,845,015 as at 30 June 2022, which consist
of both acquired and internally generated intangibles.
The acquired assets consist of a health licence and
intellectual property relating to the TALi technology
acquired as part of the purchase of TALi Health Pty Ltd
in 2016. Internally generated intangibles consist of
capitalised development costs relating to the TALi
Train and TALi Detect products that the Group has
developed.
In accordance with AASB 138 Intangible Assets, only
directly attributable costs incurred during the
development phase may be capitalised and
recognised as an asset. AASB 136 Impairment of
Assets requires that an entity shall assess at the end
of each reporting period whether there is any indication
that an asset may be impaired. The entity shall
estimate the asset’s recoverable amount if any
indication exists.
This area is a key audit matter due to the judgement
and estimation required in determining the recoverable
amounts and whether the requirements of AASB 138
and AASB 136 are satisfied.
(cid:3)
62 | TALi Digital Limited Annual Report 2022
Grant Thornton Australia Limited
(cid:3)
Key audit matter
How our audit addressed the key audit matter
R&D incentives – notes 3(a), 5 and 10
The Group receives a 43.5% refundable tax offset of
eligible expenditure under the Research and
Development (R&D) Tax Incentive scheme if its
turnover is less than $20 million per annum, provided
income tax-exempt entities do not control it.
An R&D plan is filed with AusIndustry in the following
financial year, and upon lodgement of its income tax
return, the Group receives the incentive in cash.
Management has reviewed the Group’s total research
and development expenditure to determine the
potential claim under the R&D tax incentive legislation.
Calculating the R&D tax rebate requires judgement
and specialised knowledge in identifying eligible
expenditures, leading to anticipated R&D tax
incentives. Balances in relation to R&D tax incentives
are therefore considered to be a key audit matter.
Our procedures included, amongst others:
• Comparing the estimates made in the prior year to
the amount of cash received after lodgement of the
R&D tax claim;
• Obtaining FY22 R&D rebate calculations performed
by management and performing the following audit
procedures:
–
–
–
–
–
Reviewing the expenditure methodology
employed by management and rebate
calculations prepared by the Group’s external
expert;
Assessing the competence, capability and
objectivity of the Group’s external expert;
Evaluating whether included expenses agree to
the underlying supporting documentation;
Testing the mathematical accuracy of the
accrual; and
Considering the nature of the expenses against
the eligibility criteria of the R&D tax incentive
scheme to form a view about whether the
expenses included in the estimate were likely to
meet the eligibility criteria.
• Assessing the adequacy of disclosures in the notes
to the financial statements.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2022, 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 we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
Grant Thornton Australia Limited
(cid:3)
TALi Digital Limited Annual Report 2022 | 63
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 14 to 23 of the Directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of TALi Digital Limited, for the year ended 30 June 2022 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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 30 September 2022
64 | TALi Digital Limited Annual Report 2022
Grant Thornton Australia Limited
(cid:3)
Shareholder Information
Share capital
The shareholder information set out below was applicable as at 5 August 2022.
Number
Number of shares quoted on the Australian Securities Exchange Limited 1,232,630,524.
TALi Digital Limited ordinary shares have been traded on ASX Limited since 28th December 2019 (former name Novita
Healthcare Limited) and trade under the ASX code TD1. Melbourne is the Home Exchange. The Company’s securities
are not quoted on any other stock exchange.
Position Holder name
Holding
BNP PARIBAS NOMINEES PTY LTD -IB AU NOMS RETAILCLIENT DRP-
67,799,306
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD -DRP A/C-
39,533,110
GREY INNOVATION HOLDINGS PTY LTD
CITOS SUPER PTY LTD -CITOS PTY LTD SF A/C-
SAILORS OF SAMUI PTY LTD
CITICORP NOMINEES PTY LIMITED -DPSL A/C-
KEMBLA NO 20 PTY LTD -CAA A/C-
MOONAH CAPITAL PTY LTD
35,325,130
33,000,000
24,500,000
21,085,253
20,512,746
18,999,999
MONDO ELECTRONICS PTY LTD -MONDO ELECTRONICS S/F A/C-
15,884,346
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
CITICORP NOMINEES PTY LIMITED
PETERLYN PTY LTD -RPC SALMON SUPER FUND A/C-
MR HYUN KIM
MR ALAN CONIGRAVE
MR DONAL FRANCIS O'SULLIVAN
MR ANDRE ANTHONY LAHOOD
LONGRIDGE PARTNERS PTY LTD
BIG OAT PTY LTD
PUNTERO PTY LTD
MRS SHWETA PRIYADARSHINI
% IC
5.50%
3.21%
2.87%
2.68%
1.99%
1.71%
1.66%
1.54%
1.29%
1.28%
1.25%
1.17%
1.11%
1.10%
1.07%
1.05%
0.99%
0.98%
0.97%
0.87%
15,767,911
15,452,915
14,397,835
13,700,000
13,500,000
13,200,000
13,000,000
12,169,004
12,069,893
11,999,999
10,672,727
20
HYDRONOMEES PTY LTD -HYDRO-CHEM SUPERFUND A/C-
Totals
Total issued capital
422,570,174
34.28%
1,232,630,524
100.00%
TALi Digital Limited Annual Report 2022 | 65
Distribution of shareholders as at 5 August 2022
Holding ranges
Holders
Total units
% Issued share capital
Above 0 up to and including 1,000
Above 1,000 up to and including 5,000
Above 5,000 up to and including 10,000
Above 10,000 up to and including 100,000
Above 100,000
368
196
175
1,018
852
97,507
550,574
1,427,379
42,960,023
1,187,595,041
0.01%
0.04%
0.12%
3.49%
96.35%
Totals
2,609
1,232,630,524
The number of shareholders as at 5 August 2022 with less than a marketable parcel of $500 worth of shares, based
on the market price as at that date ($0.007 per share), was 1,586, with total 29,289,126 amounting to 2.37% of Total
Shareholding.
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 the Company’s 2021 Corporate Governance Statement can be found at
https://talidigital.com/investors-centre/governance/
Voting rights
The voting rights attached to ordinary shares are set out in Rule 5(f) and 40 of the Company’s Constitution. In broad
summary, but without prejudice to the provisions of those Rules, each shareholder present at a general meeting in
person or by duly appointed representative, proxy or attorney.
(a) On a show of hands, has one vote except if a shareholder has appointed more than one person as a
representative, proxy or attorney, in which care none of those persons is entitle to vote or if a person is entitled to
vote in more than one capacity, that person is entitled to only one vote; and
(b) On a poll, has one vote for each fully paid share held and for each other share held, has a vote in respect of the
share equivalent to the proportion that the amount paid on that share is of the total amounts paid and payable
on that share at the time a poll is taken but no amount paid on a share in advance of calls shall be treated as
paid on that share.
As at 5 August 2022, the Options issued over unissued Ordinary Shares totalled 110,258,964 represented by 2,100,000
granted to employees under the ESOP, 18,600,000 issued to Directors, 49,358,964 placement options to shareholders
and 40,200,000 issued to external suppliers for services rendered. There are no voting rights attached to either the
Options or the underlying unissued Ordinary Shares.
66 | TALi Digital Limited Annual Report 2022
Shareholder Information continued
Officers
Chief Executive Officer: Mary Beth Brinson
Company Secretary: Stephen Denaro
Registered Office
TALi Digital Limited
Suite 201, 697 Burke Road,
Camberwell, Victoria 3124
Share Registry
Automic Registry Services
Level 5, 126 Phillip Street
Sydney, New South Wales 2000 Australia
Telephone
+61 3 9192 9937 | 1300 082 013
Telephone
1300 288 64
Website
talidigital.com
Website
automic.com.au
Email
info@talidigital.com.au
Email
hello@automic.com.au
Securityholder Information
You can gain access to your security holding information in a number of ways. The details are managed via
the Company’s Registrar, Automic Registry Services, and can be accessed as outlined below. Please note your
Securityholder Reference Number (SRN) or Holder Identification Number (HIN) is required for access.
Investor Phone Access
Provides telephone access, call 1300 288 664 to speak to an operator.
Internet Account Access
Securityholders can access their details via the internet. Automic provides access via its InvestorShare online
service. Go to investor.automic.com.au to view your information.
Changing Shareholder Details
Changes to your name or address must be advised in writing to Automic Registry Services. If you are sponsored by a
broker, your notice in writing must be sent to your sponsoring broker.
TALi Digital Limited Publications Mailing List
The Annual Report is a major source of information about the Company. Shareholders who do not wish to receive
this publication can assist the Company to reduce costs by advising Automic Registry Services in writing or doing so
online using http://investor.automic.com.au/#/home. Shareholders will continue to receive all other shareholder
information, including the Notice of Annual General Meeting and Proxy Form. The Annual Report. Other releases
and general Company information are also available on the Company’s website at www.talidigital.com.au
Investor Relations
If you have any questions or issues regarding your shareholding, please contact Automic Registry Services on 1300
288 664.
TALi Digital Limited Annual Report 2022 | 67
TALi Digital Limited Annual Report 2022 | 68
TALi Digital Limited
ABN 53 108 150 750
Suite 201, 697 Burke Road,
Camberwell, Victoria 3124
T +61 3 9192 9937 | 1300 082 013
talidigital.com.au