(ABN 72 056 482 636)
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CHAIRMAN’S LETTER
1
CEO REPORT
3
SALES & MARKETING
3
RESEARCH & DEVELOPMENT
6
DIRECTORS’ REPORT
9
AUDITOR’S INDEPENDENCE DECLARATION
25
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME 26
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
27
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
28
CONSOLIDATED STATEMENT OF CASH FLOWS 29
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
30
DIRECTORS’ DECLARATION
65
CORPORATE DIRECTORY
66
INDEPENDENT AUDITOR’S REPORT
67
ASX ADDITIONAL INFORMATION
70
2022 ANNUAL REPORT
CONTENTS
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CHAIRMANS LETTER
Dear Shareholders,
I am delighted to present this report for Wellfully Group
(“Wellfully” or “the Group”) for the year that ended 30 June 2022. I
would also like to invite you to read the Chief Executive Officer
report for a comprehensive review of our FY2022 operations and
results.
I am happy to be able to report that with the work done through
FY2022, Wellfully is now starting to see the results of being a fully-
integrated science-based wellness company – in line with the
mission of the company presented in 2018. The year has been
marked by important developments on the product and
commercial fronts.
The Company has continued to leverage its technology portfolio adding a second disruptive
consumer brand, SWISSWELL that will focus on healthcare and wellness segments. While
RÉDUIT has continued its commercial development across multiple high-visibility premium
retail partners and introduced RÉDUIT BOOST, the world’s first universal enhanced delivery
skincare applicator, SWISSWELL has successfully launched the long-awaited Lubricen™ Knee
Pain Relief Patches in August 2021.
The existing products of Wellfully’s in-house brands are now selling into the blockbuster
consumer markets of personal care and beauty, beauty devices and pain relief patches. With a
combined annual growth rate of 7.3%, these are expected to reach US$ 0.5T by 2026.
Leveraging two decades of enhanced drug delivery R&D, and the experience of numerous
applications with international majors spanning beauty and healthcare, Wellfully is now
delivering innovative, patented products, designed to disrupt these markets and claim its own
positions in this multi-billion-dollar reality.
Sales of own branded products have continued to develop outgrowing traditional licensing
revenues and research and development government subsidies in FY2022. In addition to its
direct-to-consumer marketing activities, RÉDUIT has more than doubled its footprint in terms
of retailers and markets. SWISSWELL is not too far behind: the brand initiated its sales with DTC
(Direct-to-Consumer) campaigns in September 2021. Following successful product registrations
as a Class I pain relief medical device in both the EU and the US, SWISSWELL also started
shipping the first products to distribution partners.
The new infrastructure, engineering and industrialization capabilities and own product
platforms have also proven highly attractive to global industry partners across health and
beauty. In addition to ongoing technology licensing activities, Wellfully has also successfully
engaged in joint development projects, as well as in 3rd party privately label collaborations in
the course of the year.
I deem that with the 2022 Annual Report, we are finally seeing the fruits of the labour of the new
Board and Management Team that are writing an exciting new chapter in their respective,
already strong business development records.
Kind regards,
Paul Peros
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CEO REPORT
With FY2022, Wellfully has completed its aim of becoming a global, fully-integrated science-
based wellness company. The transformation from a technology company specialising in
licencing its patents to large consumer and pharma partners was initiated back in 2018. This is
a result of the efforts spanning FY2020 and FY2021, during which activities were primarily
focused on developing the organisation, processes and infrastructures needed to engage across
target markets.
The FY2022 revenues not only doubled vs. FY2021 to A$ +2.6 million, but most of these were
achieved through the sale of own products and brands across the beauty and wellness sector
developed over the past two years. With its own brands, RÉDUIT and SWISSWELL, present
across more than 20 markets, the company has initiated operations across multiple channels,
more than doubling its commercial footprint in terms of doors reached over the past year.
This initial scaling of Wellfully’s new product and brand infrastructures was also accompanied
by important product introductions in FY2022. The first was the SWISSWELL Lubricen Knee
Patch which was launched in the first quarter of FY2022. This was followed by another
important first in Q4: the launch of the RÉDUIT BOOST, a universal skincare applicator whose
unique digital platform is designed to provide consumer insights across millions of skincare
applications for both own brand, as well as third-party skincare products.
Looking forward to FY2023, the Company will remain focused on accelerating commercial
activities, many of which are already starting to show results in terms of new channels and
markets across both brands.
SALES AND MARKETING
RÉDUIT Brand and the Device Business
The RÉDUIT brand is focused on technical performance, sustainability and design with the
objective of delivering advanced beauty solutions in a user-friendly format. Based on Wellfully’s
patented Magnetic Misting and Enhanced Delivery technologies, the RÉDUIT range offers
design-focused applicator devices that use a suite of interchangeable formulation pods to
deliver premium haircare and skincare products, and, since Q3 FY2022, also the world’s first
universal skincare applicator designed to enhance the delivery of any third-party skincare
product.
Commercial development of RÉDUIT continued with a focus on high-end retail placements in
order to support the brand’s qualification and positioning, and FY2022 saw numerous important
launches:
the most prominent luxury department store worldwide;
LVMHs premium beauty retail operation, and the strongest
selective brand in the industry;
the largest European beauty retailer with 1,900 stores in 19
countries.
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SALES AND MARKETING (CONTINUED)
Other important placements included WOW in Madrid, a newly launched concept department
store where RÉDUIT was present in the opening of the store itself with the launch of RÉDUIT’s
BOOST product, an activation that led to a significant increase in visibility with industry press.
Participation in the first post-COVID Cosmoprof International Bologna, the world’s largest
beauty industry fair, has also had an important positive impact on the visibility and recognition
of the brand. With its newly launched RÉDUIT BOOST range, RÉDUIT was the only brand that
received two product awards – in its first presence at the fair.
In terms of geographical footprint, RÉDUIT is now present in the UK, Portugal, Spain, Brazil,
Switzerland, Poland, Romania, Bulgaria, Croatia, Australia and China with new launches being
prepared for Mexico, the US, the Netherlands, UAE, Qatar, KSA and elsewhere.
The BORK collaboration, initiated in late FY21, was executed through Wellfully’s new operations
base in Switzerland and was subsequently expanded across BORK’s 130-strong store network in
the course of the year.
The traditional industry collaborations, spearheaded by the P&G partnership, continued
through FY2022 with steady and continuous reorders from a very successful project in personal
care and grooming that was initiated in the FY2020-21 period.
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SALES AND MARKETING (CONTINUED)
SWISSWELL brand and the Lubricen Knee Patch
Following more than five years of development activities, early FY2022 saw the launch of the
SWISSWELL Lubricen Knee Patch product. From August 2021, the product was made available
through the swisswell.com site in the form of direct sales, as well as subscriptions.
In the course of the year, the company has managed to secure important product registrations in
Australia, the US and the EU which allowed for engagement on the B2B front. Two major field tests
were set up with pharmacy distributors in Europe covering over 7,000 doors each, and the go-live of
the first was achieved in early FY2023.
The interest from both consumers and distribution partners was positive to the extent that the
company has launched a project to insource production of the patches in order to be able to diversify
the range to other patches and formulations, increase the flexibility of supply and reduce costs in
order to have even greater access to markets.
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RESEARCH & DEVELOPMENT
The RÉDUIT and SWISSWELL BOOST Platforms
The developments of the infrastructure of the Company, have also placed Wellfully in a unique
position in terms of commercialization opportunities. A fully-integrated value chain, combined with
proprietary technology and innovative products positioned to engage in and potentially disrupt
blockbuster markets such as beauty and personal care, or wellness was quick to draw partner
companies and open doors to novel collaboration opportunities.
The BOOST platform development was the most important project for the company in terms of
bringing to life a world first, a universal applicator designed to enhance the delivery of active
ingredients of third-party skincare products, and that also allows for the personalisation of both
skincare and topical drug applications.
The project execution was managed across the Company’s Perth Science & Innovation Laboratory,
the Design & Industrialisation Centre in Dongguan, as well as the Digital Hub based in Zagreb. In
addition to the creation of enhanced delivery waveform libraries, the definition and evaluation of
personalisation parameters, and the design and execution of the device itself, the development of the
BOOST platform also included the creation of a digital infrastructure and databases containing
millions of third-party products, their descriptions, claims and ingredient lists. In addition, significant
effort was dedicated to the digital interfaces, the supporting application and the related data analytics
infrastructures.
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RESEARCH & DEVELOPMENT (CONTINUED)
The pre-launch was performed through the Kickstarter platform, the world’s largest crowdfunding
site, where the RÉDUIT BOOST managed to reach its target funding within 24 hours, and closed its
funding campaign with over USD 100,000 of pledges. The positive reception from the market
continued at Cosmoprof International Bologna, where the RÉDUIT BOOST was the most awarded
product – at the industry’s most prestigious fair.
In addition to enabling additional placements, as well as increasing the scale of retail placements, the
BOOST platform has also enriched the Company with its consumer insight infrastructure. Compared
to any other device and application system on the market so far, the BOOST platform is unique in
terms of gathering data on consumer behaviour not only for its own-branded products, but doing so
across any third-party skincare products. At the same time, it provides real point-of-use data across
different consumer profiles.
The above provides the Company with an important competitive advantage that is already being
used to optimize marketing activities, as well as product development. In addition, it is also proving
to be of utmost importance in retail collaborations, increasing effectiveness across the wider skincare
category for RÉDUIT’s business partners in terms of increasing sell-out and advertising effectiveness
of the category.
Following the extremely positive feedback and development of RÉDUIT BOOST, the Company has
already started activities on developing its health and wellness equivalent, the SWISSWELL BOOST, a
universal topical drug applicator designed to enhance the delivery of actives of existing third-party
products. With the experience gathered and the infrastructure developed from RÉDUIT BOOST, the
Company expects to swiftly scale and develop SWISSWELL BOOST.
Topicals Facility Lugano
The Lugano facility, focused on the development and manufacture of bulk products and filling
operations, initiated in early FY2022. In the course of the year the facility has received the ISO9001:2015,
ISO22716:2007, as well as the ISO14001:2015 certification, effectively complying will all the GMPc (Good
Manufacturing Practices for cosmetics) standards.
In addition, the Lugano facility was also cleared for the prestigious “SWISS MADE” label by the
authorities in April, thereby adding an important differentiator for marketing activities of both RÉDUIT
and SWISSWELL.
The RÉDUIT Active Suncscreen
The Company continued commercialisation planning for the world’s first enhanced delivery
sunscreen, building on Wellfully’s in-situ mixture separation technology patent. Both the applicator,
integrated in the product’s primary packaging, and the formulations are being finalised with the
launch planned in FY2023.
Advanced Patch Architecture Development
In early 2022, the Company commenced research and development into the design and construction
of an advanced patch architecture that took advantage of the Company’s enhanced skin delivery
technology to overcome the performance limitations of standard Drug-In-Adhesive (DIA) patch
designs. The aim of this program was to create a new patch architecture that provided early on-set
of benefit with long-lasting treatment durations and larger active ingredient capacity. It was also a
requirement of this program to allow manufacturing of all future Patch Products to be In-House and
manufactured entirely at the Lugano Facility.
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RESEARCH & DEVELOPMENT (CONTINUED)
Two early products to emerge from this program are:
SWISSWELL Lubricen Patch
a new generation of the Lubricen Patch, optimised for
reduction in the cost of goods, substantially enhanced
manufacturing through-put and ease of introduction of
new Lubricen product formats to address all the major
joints of the body.
Reduit Eye Mask range
an advanced range of beauty treatments for the under-
eye region.
Given the extraordinarily positive reactions from the market since its launch, the patch project
represents an important development for FY2023 in terms of increasing availability and service levels
of the SWISSWELL Lubricen Knee Patch, and, at the same time, significantly reducing the production
costs and allowing for increased access to the market.
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DIRECTORS' REPORT
The directors submit their report on the result of the consolidated entity consisting of Wellfully
Limited and the entities it controlled (“Wellfully” the “Group” or the “consolidated entity”) for the
financial year ended 30 June 2022. The consolidated financial statements are presented in Australian
dollars, which is Wellfully’s functional and presentation currency.
DIRECTORS
The names of directors who held office during or since the end of the financial year are as follows.
Mr Antonio Varano Della Vergiliana (retired 30 June 2022)
Mr Jeffrey David Edwards
Mr Steven Lorn Schapera
Mr Cameron Reynolds (retired 1 December 2021)
Mr Anthony David Wright (retired 14 April 2022)
Mr Anton Eaton (appointed 14 April 2022, retired 3 August 2022)
Mr Paul Peros (appointed 14 April 2022)
Directors were in office for the entire period unless otherwise stated.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year ended 30 June 2022 were research and
development for its Dermaportation and ETP transdermal drug delivery technologies, the
industrialisation and supply-chain support for its existing product ranges, sales and marketing
activities spanning its own brands REDUIT and SWISSWELL, as well as third-party collaborations.
There were no significant changes in the nature of the Group’s principal activities during the
financial year ended 30 June 2022.
OPERATING RESULTS AND FINANCIAL POSITION
The net consolidated loss of the Consolidated Entity after providing for income tax amounted to
$7,302,969 (2021: loss of $6,397,257).
The net assets of the Consolidated Entity at 30 June 2022 were $619,557 (2021: $2,308,611). At that
date, there was cash and cash equivalents of $317,669 (2021: $2,725,636).
DIVIDENDS PAID OR RECOMMNEDED
No dividends were paid during the year ended 30 June 2022.
The Board has not made a recommendation to pay dividends for the period to 30 June 2022.
REVIEW OF OPERATIONS
Wellfully is at a critical inflection point as it moves from being a one vertical (Reduit) company,
active solely in the beauty space, to a two-vertical (now with Swisswell) company also present in
the healthcare space with its pain relief offering. This is an important milestone, as laid out in the
vision of the Company, which is “to become the world’s first fully integrated, sustainable, science-
based company spanning beauty, health and wellness industries.”
After 2.5 years of building the science and developing the capability, we now have Reduit bedded
down and growing its presence in the beauty space. Importantly, Reduit uses our own patented
technology (developed in Perth, WA), is built in our own facilities (Switzerland and China), and is
marketed and sold by our own team HQ’d in Zagreb, Croatia. Revenue is building steadily, is in line
with our expectations, and industry recognition has been high.
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DIRECTORS' REPORT (CONTINUED)
As expected with any activity in the highly regulated pain-relief space, Swisswell has taken many
years to reach commercialisation. Where we are today is the result of a large capital investment –
human and financial – committed because of an absolute belief in a drug-alternative solution to
the pain associated with joint osteoarthritis. As the reality of receiving regulatory approval finally
seemed likely, thereby enabling the B2B launch of Swisswell as early as April 2022, the Company
quickly deployed significant cash resources in Q2 2022 to support inventory build and other assets
required for launch.
RÉDUIT
The development of Wellfully’s premium beauty brand continued across three main fronts: DTC
marketing, B2B collaborations with new retailers, as well as go-to-market preparations for
RÉDUIT’s new product introductions for 2022.
Additionally, the establishment of Wellfully’s robust vertically integrated operations enabled the
Company to shift its focus to enhancing RÉDUIT’s marketing initiatives.
Engagement with influencers, key opinion leaders and traditional media organisations continues
to build valuable brand awareness, resulting in direct-to-consumer conversion through RÉDUIT’s
new online platform.
This resulted in an increase in the traffic through the brand’s own site, Reduit.com, by more than
5x as compared to Q1 FY 2022, lifting from 20,000 to over 100,000 visits. This was accompanied by
a 6.3x increase in DTC sales, from $28k to $178k. This trend is likely to continue with the activities
planned for Q3 FY2022.
As announced (ASX Release: 21 September 2021), Wellfully delivered its RÉDUIT based technology
to BORK, which hosts a retail network consisting of 130 owned stores, ten prominent third-party
retailers and 350,000+ direct consumers. The products were completed and shipped per the initial
schedule, finalising the first tranche (~A$750k) of the A$2.0M total anticipated contract value.
At the same time, we have doubled the number of retail partners since September 2021, reaching
over 20 retail groups, with important new partners including Sephora and Harrods. Both of these
should result in additional placements in 2022. Industry recognition was also positively impacted
by the brand’s participation at the Beauty World Dubai in October 2021.
It should be noted that we continue to operate with multiple Covid challenges, including
cancellation of key industry appointments through 2020 and most of 2021. The same is likely true
for 2022 with the largest beauty industry fair, Cosmoprof Bologna, already moved from early March
to end of April 2022 due to the omicron variant outbreak in Europe.
In addition to the ongoing commercial activities, the second half of the period has been marked
by scale-up and development of campaign-related asset preparations for new product
introductions in 2022. These will be spearheaded by RÉDUIT Boost™, a universal skincare
applicator unique in its ability to personalize enhanced delivery of actives, with simultaneous LED
treatment.
Concurrently, first inroads were made in the commercialization of the new RÉDUIT Boost™
product. These encompass innovative point-of-sale (POS) concepts that will be part of the launch
with selected retail partners. In addition to traditional display and product information, the new
POS also have a unique experiential dimension allowing consumers to pre-configure their
products at the time of purchase.
SWISSWELL
In August 2021 Wellfully launched its breakthrough, drug-free pain solution, SWISSWELL and its
first product line, the Lubricen Knee Patch. This important milestone was reached after six years of
diligent development and clinical validation.
The Company is pleased to announce that the soft launch of SWISSWELL exceeded expectations,
with excellent consumer feedback and strong consumer engagement. Following the successful
DTC-only launch of SWISSWELL Lubricen Knee Patch in August 2021, the Company has continued
commercial scaling activities through the second quarter of FY2022.
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DIRECTORS' REPORT (CONTINUED)
The DTC platform, swisswell.com, has been evolved to encompass subscriptions, referrals and a
loyalty program. This was accompanied by organizational development activities focused on
campaign management and wide-scale sampling opportunities.
Initial feedback from customers has been most positive, giving greater confidence to
management to make its first inroads into B2B distribution collaborations across a number of
selected markets. These early discussions were successful, to the point that a presence in
pharmacies and para-pharmacies is expected in 2022, subject to the regulatory approval received
at the end of January 2022.
Going forward, Wellfully plans to progressively enhance SWISSWELL’s sales and marketing
initiatives, initially focused on building direct-to-consumer channels and brand awareness,
followed by B2B collaborations.
GLOBAL COLLABORATIONS
As announced (ASX Release: 21 September 2021), Wellfully delivered its RÉDUIT based technology
to BORK, which hosts a retail network consisting of 130 owned stores, ten prominent third-party
retailers and 350,000+ direct consumers. The products were completed and shipped per the initial
schedule, finalising the first tranche (~A$750k) of the A$2.0M total anticipated contract value.
The success of the launch with the Bork retail operation in Russia was confirmed by a
replenishment order received in December 2021. New product introductions for 2022 are currently
being evaluated by both parties as well as exploring options to extend the collaboration beyond
the initially contracted 1-year period.
Through this reporting period, other industry collaborations have continued to evolve. One of the
projects, with a prominent partner in personal care, has seen a successful completion of market
tests and the subsequent go-live to market. New projects have also been initiated on a number of
different enhanced drug delivery applications.
Wellfully’s infrastructure, technology and product platforms remain highly attractive to global
partners in healthcare and beauty. The Company is pleased to confirm that these collaborations
(technology licensing & joint development projects), which are currently bound by non-disclosure
agreements, continue to progress.
OVERSUBSCRIBED PLACEMENT RAISES $5 MILLION
During October 2021 Wellfully completed a successful placement to new and existing institutional,
sophisticated and professional investors. The placement raised $5 million (before costs) through
the issue of 38.4 million shares at $0.13 per share. Placement participants received one (1) free
attaching option ($0.20 strike price and 2-year expiry) for every three (3) shares subscribed for. The
proceeds from the Placement will facilitate the advancement of the following activities:
1.
RÉDUIT marketing and sales initiatives
-
Consumer engagement via enhanced marketing (influencer, key opinion leader (KOL)
and media engagement)
-
Execution of new B2B collaborations in new and existing jurisdictions
2. Development and launch of new devices
-
Completion and launch of RÉDUIT Active Sunscreen and Boost Applicators
3. Global roll-out of SWISSWELL Lubricen pain patches
-
Initiation of marketing activities and engagement with potential collaborators
4. Global licensing, ODM and OEM collaborations
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DIRECTORS' REPORT (CONTINUED)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the consolidated entity during the
financial year ended 30 June 2022.
LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS
Certain information regarding future developments has been disclosed in the Chief Executive
Officer’s report. The disclosure of expected results of likely future developments is likely, in the
opinion of the
directors, to result in unreasonable prejudice to the interests of the Consolidated Entity and
accordingly, this information has not been disclosed in this report.
ENVIRONMENTAL REGULATION
The Consolidated entity is not affected by any specific environmental legislation.
INFORMATION ON DIRECTORS
MR ANTONIO VARANO DELLA VERGILIANA (RETIRED 30 JUNE 2022)
Mr Varano has more than 30 years experience across Australia, Europe and the USA, operating and
managing successful entrepreneurial, corporate and investment pursuits. This experience has
covered start up, funding and growth, corporate operations, executive management and business
exits. His expertise spans retail, cosmetics, skincare, real estate, agriculture, publishing,
construction, entertainment and the arts. Many of these businesses have achieved a dominant
position in the markets in which they operate. New York-based, Mr Varano holds Board and
investment positions in several companies he has either founded or invested in at an early stage.
Mr Varano studied business at the Western Australian Institute of Technology, and an MBA at the
University of Western Australia. During the past three years, Mr Varano has not held a directorship
in any other listed companies.
Interest in shares at date of report: Not applicable as no longer a director
Interest in listed options at date of report: Not applicable as no longer a director
MR JEFFREY DAVID EDWARDS
Mr Edwards is the founder and Managing Director of the Company and has led the Science,
Technology and Innovation activities from the Company’s inception. Mr Edwards is responsible for
Licensing and Partnering programs with Procter & Gamble and other partners, Intellectual
Property and Technology Innovations. He is the recipient of an Australia Design award, and
Product Innovation and Partnering awards from Procter & Gamble Consumer Products Divisions.
During the past three years, Mr Edwards has not held a directorship in any other listed companies.
Indirect interest in shares at date of report: 2,413,706
Indirect interest in listed options at date of report: 1,347,701
MR STEVEN LORN SCHAPERA
Mr Schapera founded the successful BECCA Cosmetic brand (www.beccacosmetics.com) and
commercialised it into a range of cosmetic products that were distributed throughout Europe, Asia
and North America. Mr Schapera guided BECCA from its infancy through to being a global player
in the luxury cosmetic space. In 2016, BECCA was sold to Estee Lauder for more than US$230
million. Mr Schapera is Chairman of BECCA Holdings Pty. Ltd.; he serves as a non-executive
Director on the Board of Invincible Brands GmbH., arguably Europe’s most successful influencer-
marketing business, and recently assisted with their partial sale to Henkel. He is also Founder and
Managing Director of London-based Lab Brands Limited and is a non-executive Director of Wild
Nutrition Ltd, a fast-growing player in the vitamin and mineral supplement space. Mr Schapera is
Chairman of ASX-listed Crowd Media Holdings Ltd, headquartered in the Netherlands. During the
past three years, Mr Schapera has not held a directorship in any other listed companies other than
those detailed above.
Interest in shares at date of report: 4,359,504
Interest in listed options at date of report: None
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DIRECTORS' REPORT (CONTINUED)
MR CAMERON REYNOLDS (retired 1 December 2021)
Mr Reynolds is the President, Chief Executive Officer (CEO) and Director of VolitionRX, a biotech
company which listed on the New York Stock Exchange (NYSE) in February 2015 after being
founded by Mr Reynolds in 2010. He has extensive experience in the management, structuring,
and strategic planning of start-up companies and has held positions including CEO, Chief Financial
Officer and Non-Executive Director of public and private enterprises. During the past three years,
Mr Reynolds has not held a directorship in any other listed companies.
Interest in shares at date of report: Not applicable as no longer a director
Interest in listed options at date of report: Not applicable as no longer a director
MR ANTHONY DAVID WRIGHT (retired 14 April 2022)
Mr Wright is an experienced senior executive with more than 20 years of experience across
leadership, commercial, legal, governance, strategy, sales and marketing roles in leading global
and Australian organisations including Transpacific Industries Group Ltd (now Cleanaway Ltd) and
the PGA Tour. Until recently, Mr Wright was an Executive Director of LOD, a global leader in the
legal, risk and compliance services market. He leads its consulting, services and innovation
divisions. Prior to this, he founded and was Chief Executive Officer of Lexvoco, an award-winning
legal, risk and compliance services and tech business commenced in 2014 which employed 100+
staff and operated in Australia, New Zealand and Japan. Lexvoco was acquired by LOD/Bowmark
Capital in 2019. He held multiple senior executive roles at Transpacific Industries including Group
General Counsel and General Manager, Strategy and Systems, and he was a Director for the PGA
Tour, commercialising and promoting professional golf tournaments in Asia Pacific, after earlier
legal and accountancy-related positions. His
qualifications include Bachelor of Laws, Bachelor of Business (Accounting), Master of Laws, MBA,
and he is Lean Six Sigma (Green Belt) qualified and a Graduate of the Australian Institute of
Company Directors. Anthony is admitted as a solicitor in Australia and New Zealand. In addition to
his directorship with the Company, Anthony is also a director with Ausroad Blast Technologies, a
joint venture with Ausroad Systems and the University of Queensland focused on the automation
of drilling and blasting at mine and infrastructure sites. During the past three years, Mr Wright has
not held a directorship in any other listed companies other than those detailed above.
Interest in shares at date of report: Not applicable as no longer a director
Interest in listed options at date of report: Not applicable as no longer a director
MR PAUL PEROS (APPOINTED 14 APRIL 2022)
For over 25 years, Paul has been working on growth-orientated performance strategies and
disruptive innovation, developing brands and businesses for challenges in an ever-changing world
and the ‘new normal’. Prior to Wellfully, Paul led a number of successful engagements in luxury
consumer products and beauty-tech. Paul was the CEO of Swedish brand FOREO, from its 2013
inception, to what was effectively global market leadership with over USD 1 billion in revenues and
a presence in over 80 countries achieved in a short period of five years. In addition to his zeal for
innovation across all activities of an organisation, Paul’s drive is also rooted in his extensive
experience in management consulting. He was part of the Milan-based GEA for over 10 years,
engaging with global leaders on product and brand development. Paul holds an MBA from IMD,
Lausanne and a BS in Physics from UCLA.
Indirect interest in shares at date of report: 7,618,160
Indirect interest in listed options at date of report: 1,500,000
Indirect interest in unlisted options at date of report: 1,200,000
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DIRECTORS' REPORT (CONTINUED)
MR ANTON EATON (APPOINTED 14 APRIL 2022, RETIRED 3 AUGUST 2022)
Mr Eaton co-founded the corporate and commercial law firm Eaton Hall in 2014. He specialises in
providing corporate advice to ASX listed companies, with a particular focus on the innovation and
technology, agribusiness, and energy and resources sectors. Mr Eaton currently acts as legal
council for the Company.
Interest in shares at date of report: Not applicable as no longer a director
Interest in listed options at date of report: Not applicable as no longer a director
COMPANY SECRETARY
MR HENKO VOS
Henko is a member of the Governance Institute of Australia, the Australian Institute of Company
Directors, Chartered Accountants Australia and New Zealand and a Registered Company Auditor
with more than 20 years’ experience working within public practice, specifically within the area of
corporate and accounting services both in Australia and South Africa.
He holds similar secretarial roles in various other listed public companies in both industrial and
resource sectors. Mr Vos, is an employee of Nexia Perth, a mid-tier corporate advisory and
accounting practice.
DIRECTORS’ MEETINGS
During the financial year ended 30 June 2022, the Company held directors’ meetings, including
directors’ resolutions. The total number of meetings attended and circular resolutions executed
by each director were:
Board Meetings
Number Eligible to
Attend
Number Attended
Mr
A
Varano
Della
Vergiliana
12
12
Mr J D Edwards
12
12
Mr S L Schapera
12
12
Mr C Reynolds
5
5
Mr A D Wright
10
9
Mr A Eaton
2
2
Mr P Peros
2
2
EVENTS SUBSEQUENT TO REPORTING PERIOD
On 4 July 2022, 2,600,000 shares were issued at $0.05 per security.
On 8 July 2022, 2,000,000 shares were issued at $0.05 per security.
On 3 August 2022, Mr Anton Eaton retired as a Director of the company.
On 11 August 2022 3,537,000 shares were issued at $0.0386 per security. Shares were issued
to GEM Global Yield LLC CSC, further information can be found in ASX announcement
lodged on 2 May 2022.
On 10 August 2022 the Company resolved to borrow €70,000 from The Brand
Laboratories FZ (Lender), a company associated with a Director of the Company, Steven
Schapera, on the following terms:
o
the full amount borrowed but excluding setup fees, will be repaid within 30 days
or less, but in any event as soon as possible after the Company complete a rights
issue or similar fundraising;
o
interest will be at 16.5% per annum, calculated monthly, and foreign exchange risk
is the Company’s; i.e. the Loan plus interest will be repaid in the same currency in
which funds were provided to the Company;
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
15
DIRECTORS' REPORT (CONTINUED)
EVENTS SUBSEQUENT TO REPORTING PERIOD (CONTINUED)
o
The interest rate will increase by 1% for each month repayment is delayed, capped
at 21.5%;
o
The loan will incur a facility setup fee of 2.5% payable by the Company to the lender,
and deducted from the total loan amount at the time of setup. The net
loan amount of €68,250 (approximately A$100,000) will be drawn down in one
tranche by the Company;
o
In the event of default, the Lender will have the right to call the Loan and any
accrued but unpaid interest and/or fees, plus all enforcement costs associated with
the enforcement of its security and collection; and
o
The Company, will at its cost, register the loan on the Australian Personal Property
Securities Register (PPSR) at its own cost.
On 7 July 2022 the Board of Wellfully Ltd approved the terms of a US$70,000 loan from a
Director of the Company, Paul Peros. On 9 August 2022 the board resolved to revise the
agreement with Paul Peros thereby aligning the terms of the loan from Paul Peros and the
loan from Steven Schapera.
In September 2022 the board resolved to borrow A$25,000 from Jeffrey Edwards (Director),
€60,000 from Paul Peros (Director) and €20,000 from The Brand Laboratories FZ (Lender),
a company associated with a Director of the Company, Steven Schapera. The terms of these
loans align with the terms provided to Steven Schapera on 10 August 2022.
There has been no other matter or circumstance that has arisen since the end of the financial year
that has significantly affected, or may significantly affect, the operations of the Consolidated Entity,
the results of those operations, or the state of affairs of the Consolidated Entity, which has not been
announced to the market.
SHARE OPTIONS
As at the date of this report, there existed the following options:
UNLISTED OPTIONS
6,150,000 unlisted options, exercisable at $0.10 on or before 19 August 2023.
LISTED OPTIONS
161,983,434 listed options, exercisable at $0.15 on or before 31 March 2023 and 32,820,513 listed
options, exercisable at $0.20 on or before 23 February 2024.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
The following ordinary shares of Wellfully Limited were issued during the year ended 30 June 2022
and up to the date of this report on exercise of options granted:
Date options granted
Exercise Price
Number of
shares issued
23-Sep-21
0.15
1,000
29-Sep-21
0.15
1,000
27-Oct-21
0.15
1,000
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
16
DIRECTORS' REPORT (CONTINUED)
CORPORATE STRUCTURE
Wellfully Limited is a company limited by shares that is incorporated and domiciled in Australia
with its principal place of business at Ground Floor, 284 Oxford Street, Leederville, Western
Australia.
Wellfully Limited has prepared this consolidated financial report incorporating the entities that it
controlled during the financial year, which are outlined in the following illustration of the
Consolidated Entity’s corporate structure:
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for
the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its
Regulations.
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity, directly or indirectly, including all directors.
REMUNERATION POLICY
The Board receives independent advice on remuneration policies and practices generally, and also
receives specific recommendations on remuneration packages and other terms of employment
for senior executives. There is no use of external remuneration consultants during the year ended
30 June 2022.
Executive remuneration and other terms of employment are reviewed annually by the Nomination
and Remuneration Committee and the Board having regard to performance against goals set at
the start of the year, relevant comparative information and independent expert advice. As well as
a base salary, remuneration packages include superannuation. Remuneration packages are set at
levels that are intended to attract and retain executives capable of managing the Consolidated
Entity’s operations.
Remuneration
of
non-executive
directors
is
determined
by
the
Board
(following
recommendations from the Nomination and Remuneration Committee) within the maximum
amount approved by the shareholders from time to time.
The Board undertakes an annual review of its performance against goals set at the start of the year.
At the 2021 AGM, 65.32% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2021.
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
17
DIRECTORS' REPORT (CONTINUED)
DIRECTORS AND EXECUTIVES’ REMUNERATION
The Board is responsible for making recommendations on remuneration packages and policies
applicable to board members and senior executives of the Consolidated Entity. The remuneration
policy is to ensure the remuneration package properly reflects the person’s duties and
responsibilities and that remuneration is competitive in attracting, retaining and motivating
people of the highest quality. Directors’ remuneration is arrived at after consideration of the level
of expertise each director brings to the Consolidated Entity and the time and commitment
required to efficiently and effectively perform the required tasks.
REMUNERATION OF EXECUTIVE DIRECTOR
Jeffrey David Edwards is paid a salary of $209,000 per annum inclusive of compulsory
superannuation contributions.
Paul Peros’ remuneration is EURO 30,000 per month, paid by a combination of cash and ordinary
shares with EURO 24,000 in cash and EURO 6,000 in ordinary shares. Paul Peros was appointed as
CEO 1 July 2019, appointed Executive Chairman 14 April 2022. There was no change to the
remuneration.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
Antonio Varano Della Vergiliana (retired 30 June 2022) is paid $40,000 per annum plus the USD
equivalent of £6,300 per month, paid quarterly in arrears for consulting fees.
Steven Lorn Schapera is paid $40,000 per annum plus £6,300 per month, paid quarterly in arrears
for consulting fees.
Cameron Reynolds (retired 1 December 2021) was paid $75,000 per annum, paid quarterly in
arrears for director fees.
Anthony David Wright (retired 14 April 2022) was paid $40,000 per annum, paid quarterly in arrears
for director fees.
Anton Eaton (appointed 14 April 2022 & retired 3 August 2022) was paid $40,000 per quarter, paid
quarterly in arrears for director fees.
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
18
DIRECTORS' REPORT (CONTINUED)
REMUNERATION OF DIRECTORS AND EXECUTIVES
Primary
Salary & Fees
Non-
Monetary
benefits
Post
Employment
Benefits
Cash Bonus
Equity
settled
shares
Performance
related
Other
Benefits
TOTAL
($)
($)
($)
($)
($)
($)
($)
($)
Parent Entity Directors and Executives
Edwards, J D: Managing Director
2022
190,000
-
19,000
-
-
-
-
209,000
2021
190,000
-
20,392
24,658
-
-
-
235,050
Peros, P: Executive Chairman (appointed CEO 1 July 2019, appointed Executive Chairman 14 April 2022)
2022
577,676
-
-
-
-
-
-
577,676
2021
903,461
-
-
-
-
-
-
903,461
Varano Della Vergiliana, A: Non-executive Director (retired 30 June 2022)
2022
179,416
-
-
-
-
-
-
179,416
2021
177,599
-
-
-
-
-
-
177,599
Schapera, S L: Non-executive Director
2022
177,441
177,441
2021
178,650
-
-
-
-
-
-
178,650
Reynolds, C: Non-executive Director (retired 1 December 2021)
2022
37,500
37,500
2021
75,000
-
-
-
-
-
-
75,000
Wright, A: Non-executive Director (appointed: 14 April 2021, retired 14 April 2022)
2022
30,000
30,000
2021
8,571
-
-
-
-
-
-
8,571
1
2
3
4
5
1
or personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
19
DIRECTORS' REPORT (CONTINUED)
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)
Primary
Salary & Fees
Non-
Monetary
benefits
Post
Employment
Benefits
Cash Bonus
Equity
settled
shares
Performance
related
Other
Benefits
TOTAL
($)
($)
($)
($)
($)
($)
($)
($)
Parent Entity Directors and Executives
Eaton, A: Non-executive Director (appointed: 14 April 2022, retired 3 August 2022)
2022
34,630
-
-
-
-
-
-
34,630
2021
-
-
-
-
-
-
-
-
1.
Shares were issued in lieu of remuneration on 19 August 2020 and 9 April 2021- $103,644
2. Shares were issued in lieu of remuneration on 19 August 2020 - $45,988
3. Shares were issued in lieu of remuneration on 19 August 2020 and 9 April 2021 - $38,750.
4. Shares were issued in lieu of remuneration on 19 August 2020, 22 February 2021 and 9
April 2021 - $422,683.
5. Shares were issued in lieu of remuneration on 29 December 2021 - $75,839, shares to be
issued in lieu of remuneration - $54,637
There are no other specified executives in positions of control or exercising management authority.
3
or personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
20
DIRECTORS' REPORT (CONTINUED)
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)
INTERESTS IN SHARES AND OPTIONS OF THE COMPANY
SHARES
The number of shares in the Company held during the financial year by each director, including their
personally related parties is set out below.
Balance
Remuneration
Received
Performance
Rights/Options
Exercised
Net Other Change
Balance
1/07/2021
30/06/2022
Number
Number
Number
Number
Number
A Varano Della Vergiliana
3,393,997
-
-
-
3,393,997
J D Edwards
2,021,550
-
-
392,156
2,413,706
S L Schapera
4,359,504
-
-
-
4,359,504
C Reynolds
829,166
-
-
-
829,166
A D Wright
833,333
-
-
-
833,333
A Eaton
-
-
-
-
-
P Peros
10,800,000
1,068,160
-
(4,250,000)
7,618,160
Total
22,237,550
1,068,160
-
(3,857,844)
19,447,866
1. Shares purchased 3 June 2022 under share purchase plan.
2. Shares balance on resignation at 1 December 2021.
3. Shares balance on resignation at 14 April 2022.
4. 5,000,000 shares were disposed off-market on 22 June 2022.
600,000 shares were purchased 2 November 2021.
150,000 shares were purchased5 November 2021.
5. Shares issued in lieu of remuneration on 29 December 2021
1
2
3
4
5
or personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
21
DIRECTORS' REPORT (CONTINUED)
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)
OPTIONS
The number of options over ordinary shares in the company held during the financial year by each
director, including their personally related parties, is set out below.
Balance
Granted as
Remuneration
Options
Exercised
Net Other
Change
Balance
Total Vested
Total
Exercisable
1/07/2021
30/06/2022
30/06/2022
30/06/2022
Number
Number
Number
Number
Number
Number
Number
A Varano Della Vergiliana
477,778
-
-
-
477,778
477,778
477,778
J D Edwards
1,347,701
-
-
-
1,347,701
1,347,701
1,347,701
S L Schapera
-
-
-
-
-
-
-
C Reynolds
133,333
-
-
-
133,333
133,333
133,333
A D Wright
-
-
-
-
-
-
-
A Eaton
-
-
-
-
-
-
-
P Peros
1,200,000
-
-
1,500,000
2,700,000
2,700,000
2,700,000
Total
3,158,812
-
-
1,500,000
4,658,812
4,658,812
4,658,812
1. 1,500,000 listed options issued in lieu of fees.
1
or personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
22
DIRECTORS' REPORT (CONTINUED)
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
As of 30 June 2022, the following remuneration amounts remained payable:
The Brand Laboratories FZ LLC, an entity related to the director, Steven Schapera - $90,670
Antonio Varano Della Vergiliana and Anthony Varano Inc., an entity related to the director,
Antonio Varano Della Vergiliana - $89,708
Anton Eaton - $34,630
Paul Peros - $300,632 ($54,637 by way of issuance of shares)
As of 30 June 2021, the following remuneration amounts remained payable:
PB Commodities Pte Ltd, an entity related to the director, Cameron Reynolds - $8,750
The Brand Laboratories FZ LLC, an entity related to the director, Steven Schapera - $44,854
Antonio Varano Della Vergiliana and Anthony Varano Inc., an entity related to the director,
Antonio Varano Della Vergiliana - $44,854
The Wright Family Trust, a trust related to the director, Anthony Wright - $8,571
Paul Peros - $58,861
ADDITIONAL INFORMATION
The earnings of the Consolidated Entity for the five years to 30 June 2022 are summarised below:
2022
2021
2020
2019
2018
$
$
$
$
$
Revenue and
other income
2,635,084
1,203,343
1,484,218
2,744,781
2,039,994
EBITDA
(7,062,016)
(6,288,694)
(3,729,866)
(1,623,108)
(1,587,933)
EBIT
(7,233,492)
(6,374,256)
(3,802,918)
(1,695,990)
(1,684,779)
Loss after
income tax
(7,302,969)
(6,397,257)
(3,713,117)
(1,710,001)
(1,698,783)
2022
2021
2020
2019
2018
Share price at
financial year
end ($)
0.052
0.05
-*
0.015
0.028
Total dividends
declared (cents
per share)
-
-
-
-
-
Basic and
diluted loss per
share (cents per
share)
(3.06)
(4.10)
(4.10)
(1.89)
(0.09)
*Company was suspended on 30 June 2020.
(END OF AUDITED REMUNERATION REPORT)
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
23
DIRECTORS' REPORT (CONTINUED)
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of the Court to bring proceedings on behalf of the Company or
intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or any part of those proceedings. The Company was
not a party to any such proceedings during the year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behavior and accountability, the
directors of Wellfully Limited support and have substantially adhered to the best practice
recommendations set by the ASX Corporate Governance Council. The Company’s Corporate
Governance Statement is available on the Company’s website at www.wellfully.net.
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the directors and executives of the Company for costs incurred, in
their capacity as a director or executive, for which they may be held personally liable, except where
there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the
directors and executives of the Company against a liability to the extent permitted by the
Corporations Act 2001.
The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the Company or any related entity against a liability incurred by the
auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure
the auditor of the Company or any related entity.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA
There are no officers of the Company who are former partners of RSM Australia.
NON-AUDIT SERVICES
Any non-audit services that may have been provided by the entity’s auditor, RSM Australia
Partners, is shown at Note 17. The directors are satisfied that the provision of non-audit services is
compatible with the general standard of independence for auditors imposed by the Corporations
Act and the general principles relating to auditor independence set out in APES 110 Code of Ethics
for Professional Accountants. The nature and scope of each type of non-audit service provided
means that auditor independence was not compromised.
For personal use only
WELLFULLY LIMITED AND ITS CONTROLLED ENTITIES
(ABN 72 056 482 636)
24
DIRECTORS' REPORT (CONTINUED)
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the
Corporations Act 2001 is set out immediately after this directors' report.
AUDITOR
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act
2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the directors
Paul Peros
Chairman/ CEO
Perth, Western Australia
3 October 2022
For personal use only
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 32 Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Wellfully Limited for the year ended 30 June 2022, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
JAMES KOMNINOS
Dated: 3 October 2022
Partner
For personal use only
25
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
26
Consolidated
30 June
30 June
Note
2022
2021
$
$
Revenue and other income
3
2,635,084
1,203,343
Cost of goods sold
(1,236,519)
(518,034)
Net foreign exchange gains/ (losses)
625,291
(384,253)
Borrowing fee expensed
(56,009)
(23,062)
Depreciation expenses
(171,476)
(85,562)
Administration fees
(244,129)
(397,425)
Auditor’s remuneration
(77,389)
(80,437)
Consultants and consultants benefits
expenses
(662,558)
(281,950)
Directors and employees benefits
expenses
(3,301,203)
(3,400,612)
Freight and courier
(10,262)
(143,364)
Legal costs
(168,660)
(98,142)
Marketing and operations services
(2,470,599)
(988,016)
Materials and requisites
(881,326)
(365,667)
Occupancy expenses
(166,240)
(230,223)
Patent and trademark service fees
(19,898)
(121,808)
Product design and trial testing expenses
-
(18,209)
Travel and accommodation
(261,915)
(122,309)
Other expenses
(835,161)
(341,527)
Loss before income tax
(7,302,969)
(6,397,257)
Income tax benefit
4
-
-
Loss for the Year
(7,302,969)
(6,397,257)
Other comprehensive (loss)/ income
(419,944)
292,939
Total comprehensive loss for the year
(7,722,913)
(6,104,318)
Loss attributable to:
Members of the parent entity
(7,302,969)
(6,397,257)
Total comprehensive loss attributable to:
Members of the parent entity
(7,722,913)
(6,104,318)
Basic and diluted loss per share (cents per
share)
20
(3.06)
(4.10)
The above consolidated statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes.
For personal use only
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
27
Consolidated
30 June
30 June
Note
2022
2021
$
$
Current Assets
Cash and cash equivalents
5
317,669
2,725,636
Trade and other receivables
6
1, 322,052
163,365
Inventories
7
348,071
96,754
Total Current Assets
1,987,792
2,985,755
Non-Current Assets
Plant and equipment
8
301,220
298,915
Right-of-use asset
9
331,195
107,388
Total Non-Current Assets
632,415
406,303
Total Assets
2,620,207
3,392,058
Current Liabilities
Trade and other payables
10
1,258,956
449,814
Contract liabilities
11
130,989
276,763
Lease liabilities
9
198,167
47,513
Borrowings
12
168,000
154,000
Employee benefits provision
119,978
93,702
Total Current Liabilities
1,876,090
1,021,792
Non-Current Liabilities
Lease liabilities
9
124,560
61,655
Total Non-Current Liabilities
124,560
61,655
Total Liabilities
2,000,650
1,083,447
Net Assets
619,557
2,308,611
Equity
Issued capital
18
48,128,011
42,552,152
Reserves
19
635,329
597,273
Accumulated losses
(48,143,783)
(40,840,814)
Total Equity
619,557
2,308,611
The above consolidated statement of financial position should be read in conjunction with the
accompanying note.
For personal use only
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
28
CONSOLIDATED
Issued capital
Share based
payment
Foreign
currency
translation
reserve
Accumulated losses
Total Equity
$
$
$
$
$
Balance at 1 July 2020
33,043,514
232,334
(51,322)
(34,443,557)
(1,219,031)
Loss for the year
-
-
-
(6,397,257)
(6,397,257)
Other comprehensive income for the year
-
-
292,939
-
292,939
Total comprehensive income for the year
-
-
292,939
(6,397,257)
(6,104,318)
Issue of shares
10,351,319
-
-
-
10,351,319
Options issued during the year
-
123,322
-
-
123,322
Transaction costs
(842,681)
-
-
-
(842,681)
9,508,638
123,322
-
-
9,631,960
Balance at 30 June 2021
42,552,152
355,656
241,617
(40,840,814)
2,308,611
Balance at 1 July 2021
42,552,152
355,656
241,617
(40,840,814)
2,308,611
Loss for the year
-
-
-
(7,302,969)
(7,302,969)
Other comprehensive loss for the year
-
-
(419,944)
-
(419,944)
Total comprehensive loss for the year
-
-
(419,944)
(7,302,969)
(7,722,913)
Issue of shares
6,259,959
-
-
-
6,259,959
Share issue costs
(684,100)
-
-
-
(684,100)
Options issued during the year
-
458,000
-
-
458,000
5,575,859
458,000
-
-
6,033,859
Balance at 30 June 2022
48,128,011
813,656
(178,327)
(48,143,783)
619,557
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
or personal use only
CONSOLIDATED STATEMENT OF CASH FLOWS
29
Consolidated
30 June
30 June
2022
2021
$
$
Cash Flows used in Operating Activities
Receipts from customers (inclusive of GST)
2,247,325
631,716
Receipts from research and development tax incentives
414,767
524,409
Receipts from government subsidies
115,126
215,900
Payment to suppliers and employees (inclusive of GST)
(11,019,249)
(6,534,209)
Interest received
-
61
Borrowing costs
(7,050)
(39,759)
Net cash inflow used in operating activities
(8,249,081)
(5,201,882)
Cash Flows used in Investing Activities
Payments for property, plant and equipment
(32,430)
(64,740)
Net cash outflow used in investing activities
(32,430)
(64,740)
Cash Flows from Financing Activities
Proceeds from issue of shares and options
6,157,754
8,362,857
Share & Option issue costs
(331,650)
(842,681)
Repayment of lease liabilities
(157,907)
(33,517)
Net cash flows from financing activities
5,668,197
7,486,659
Net (decrease)/ increase in cash and cash
equivalents
(2,613,314)
2,220,037
Cash and cash equivalents at the beginning of the year
2,725,636
612,172
Effect of exchange rate fluctuations on cash held
205,347
(106,573)
Cash and cash equivalents at the end of the year
317,669
2,725,636
The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
30
Contents of the notes to the financial statements
1.
Basis of preparation
2. Summary of significant accounting policies
3. Revenue and other income
4. Income tax
5. Cash and cash equivalents
6. Trade and other receivables
7. Inventories
8. Plant and equipment
9. Leases
10. Trade and other payables
11. Contract liabilities
12. Borrowings
13. Commitments
14. Cash flow information
15. Key management personnel
16. Controlled entities
17. Auditor’s remuneration
18. Issued capital
19. Reserves
20. Loss per share
21. Risk management objectives and policies
22. Share-Based Payments
23. Events subsequent to the reporting date
24. Segment information
25. Contingent assets and liabilities
26. Related party transactions
27. Parent entity disclosures
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
31
NOTE 1: BASIS OF PREPARATION
These consolidated financial statements and notes represent those of Wellfully Limited and its
controlled entities (the “Consolidated Entity”). In accordance with the Corporations Act 2001, these
financial statements present the results of the Consolidated Entity only. Supplementary
information about the Parent Entity is disclosed in Note 27.
These general purpose financial statements have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board
and the Corporations Act 2001. The consolidated financial statements of the Consolidated Entity
also comply with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB). Wellfully Limited is a for-profit entity for financial reporting
purposes under Australian Accounting Standards.
The financial report was authorised for issue by the Board on 3 October 2022.
The financial report has been prepared on an accruals basis and is based on historical costs. Cost
is based on the fair values of the consideration given in exchange for assets.
The preparation of the financial statements requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the
Consolidated Entity's accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements,
are disclosed in Note 1(x).
GOING CONCERN
The financial statements have been prepared on a going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and settlement of liabilities in
the normal course of business.
For the year ended 30 June 2022, the Consolidated Entity incurred a loss after income tax of
$7,302,969 and had net cash outflows from operating activities and investing activities of
$8,249,081 and $32,430 respectively. As at 30 June 2022, the Consolidated Entity had net current
assets and net assets of $111,702 and $619,557 respectively.
Based on the Group’s cash flow forecast, the Consolidated Entity will need to access additional
working capital in the next 12 months to advance its planned operations and to ensure the
realisation of assets on an orderly basis and the extinguishment of liabilities as and when they fall
due.
These factors indicate a material uncertainty which may cast significant doubt as to whether the
Consolidated Entity will continue as a going concern and therefore whether it will realise its assets
and extinguish its liabilities in the normal course of business and at the amounts stated in the
financial report.
The Directors believe that there are reasonable grounds to believe that the Consolidated Entity will
be able to continue as a going concern, after consideration of the following factors:
The directors are confident that the Consolidated Entity will be successful in raising
additional funds through the issue of new equity, or through additional borrowings, should
the need arise; and
The directors are also aware that the Consolidated Entity has the option, if necessary, to
defer expenditure or relinquish certain expenditures and reduce administration costs in
order to minimise its capital raising requirements.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
32
NOTE 1: BASIS OF PREPARATION (CONTINUED)
GOING CONCERN (CONTINUED)
Accordingly, the Directors believe that the Consolidated Entity will be able to continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report.
The financial report does not include any adjustments relating to the amounts or classification of
recorded assets or liabilities that might be necessary if the Consolidated Entity does not continue
as a going concern.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant policies, which have been adopted in the preparation of this financial report, are:
(A)
NEW AND REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
The Consolidated Entity has adopted all of the new and revised Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board that are mandatory for the
current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted.
(B)
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Wellfully Limited as at 30 June 2022 and the results of all subsidiaries for the year then ended.
Wellfully Limited and its subsidiaries together are referred to in these financial statements as the
“Consolidated Entity”.
Subsidiaries are all those entities over which the Consolidated Entity has control. The Consolidated
Entity controls an entity when the Consolidated Entity is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Consolidated Entity. They are de-consolidated from the date
that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
Consolidated Entity are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the
Consolidated Entity.
The acquisition method of accounting is used to account for business combinations by the
Consolidated Entity.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the
statement of profit or loss and other comprehensive income, statement of financial position and
statement of changes in equity of the Consolidated Entity. Losses incurred by the Consolidated
Entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the Consolidated Entity loses control over a subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative
translation differences recognised in equity. The Consolidated Entity recognises the fair value of
the consideration received and the fair value of any investment retained together with any gain or
loss in profit or loss.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
33
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(C)
CURRENT AND NON-CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and non-
current classification.
An asset is current when: it is expected to be realised or intended to be sold or consumed in normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
twelve months after the reporting period; or the asset is cash or cash equivalent unless restricted
from being exchanged or used to settle a liability for at least twelve months after the reporting
period. All other assets are classified as non-current.
A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily
for the purpose of trading; it is due to be settled within twelve months after the reporting period;
or there is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
(D)
INCOME TAX
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the company and its subsidiaries
operate and generate taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation and
considers whether it is probable that a taxation authority will accept an uncertain tax treatment.
The group measures its tax balances either based on the most likely amount or the expected value,
depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary
differences arising between the tax base of assets and liabilities and their carrying amounts in the
financial statements. No deferred income tax will be recognised from the initial recognition of an
asset or liability, excluding a business combination, where there is no effect on accounting or
taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset
is realised or liability is settled. Deferred tax is credited to profit or loss except where it relates to
items that may be credited directly to equity, in which case the deferred tax is adjusted directly
against equity.
Deferred income tax assets are recognised to the extent that it is probable that future profit will be
available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation
that the Consolidated Entity will derive sufficient future assessable income to enable the benefit
to be realised and comply with the conditions of deductibility imposed by the law.
(E)
PLANT AND EQUIPMENT
Each class of plant and equipment is carried at historical cost less, where applicable, any
accumulated depreciation and impairment losses. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
34
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(E)
PLANT AND EQUIPMENT (CONTINUED)
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will
flow to the group and the cost of the item can be measured reliably.
The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These
are included in profit or loss.
DEPRECIATION
The depreciable amount of all fixed assets is depreciated on either a diminishing value method or
a straight-line method commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Plant and equipment 3% - 39%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
reporting date and where adjusted, shall be accounted for as a change in accounting estimate.
Where depreciation rates or method are changed, the net written down value of the asset is
depreciated from the date of the change in accordance with the new depreciation rate or method.
(F)
FINANCIAL ASSETS
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.
Regular way purchases and sales of financial assets are recognised on trade date, being the date
on which the group commits to purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have expired or have been transferred and
the group has transferred substantially all the risks and rewards of ownership. Where there is no
expectation of recovering all or part of a financial asset, its 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:
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
designated as such upon initial recognition where permitted. Fair value movements are
recognised in profit or loss.
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Financial assets at fair value through other comprehensive income include equity investments
which the Consolidated Entity intends to hold for the foreseeable future and has irrevocably
elected to classify them as such upon initial recognition.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
35
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(F)
FINANCIAL ASSETS (CONTINUED)
IMPAIRMENT OF FINANCIAL ASSETS
The group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends
on whether there has been a significant increase in credit risk.
For trade receivables, the group applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables, see
note 1(h) for further details.
(G)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-
term highly liquid investments with original maturities of three months or less, net of outstanding
bank overdrafts.
(H)
TRADE AND OTHER RECEIVABLES
Trade receivables are initially recognized at fair value and subsequently measured at amortised
cost using the effective interest method, less any allowance for expected credit losses. Trade
receivables are generally due for settlement within 60 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectable are written off by reducing the carrying amount directly. An allowance for expected
credit losses of trade receivables is raised when there is objective evidence that the Consolidated
Entity will not be able to collect all amounts due according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or
financial recognisation and default or delinquency in payments are considered indicators that the
trade receivable may be impaired. The amount of the allowance is the difference between the
asset’s carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate. Cash flows relating to short-term receivables are not discounted if
the effect of discounting is immaterial. The Consolidated Entity has applied the simplified
approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To
measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognized at amortised cost, less any allowance for expected credit losses.
(J)
TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services provided to the Consolidated Entity
prior to the end of the financial year and which are unpaid. Due to their short-term nature they
are measured at amortised cost and are not discounted. The amounts are unsecured and are
usually paid within 30 days of recognition.
(J)
EMPLOYEE BENEFITS
SHORT-TERM EMPLOYEE BENEFITS
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled within 12 months of the reporting date are 35ecognized in current
liabilities in respect of employees’ services up to the reporting date and are measured at the
amounts expected to be paid when the liabilities are settled.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
36
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(J)
EMPLOYEE BENEFITS (CONTINUED)
OTHER LONG-TERM EMPLOYEE BENEFITS
The liability for annual leave and long service leave not expected to be settled within 12 months of
the reporting date is recognised in non-current liabilities, provided there is an unconditional right
to defer settlement of the liability. These obligations are measured as the present value of expected
future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method. Consideration is given to expected future
wage and salary levels, experience of employee departures and periods of service.
DEFINED BENEFIT SUPERANNUATION EXPENSE
Contributions to defined contribution superannuation plans are expensed in the period in which
they are incurred.
(K)
REVENUE
The Consolidated Entity recognises revenue as follows:
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue is recognised at an amount that reflects the consideration to which the Consolidated
Entity is expected to be entitled in exchange for transferring goods or services to a customer. For
each contract with a customer, the Consolidated Entity: identifies the contract with a customer;
identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the
transaction price to the separate performance obligations on the basis of the relative stand-alone
selling price of each distinct good or service to be delivered; and recognises revenue when or as
each performance obligation is satisfied in a manner that depicts the transfer to the customer of
the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the
customer such as discounts, rebates and refunds, any potential bonuses receivable from the
customer and any other contingent events. Such estimates are determined using either the
'expected value' or 'most likely amount' method. The measurement of variable consideration is
subject to a constraining principle whereby revenue will only be recognised to the extent that it is
highly probable that a significant reversal in the amount of cumulative revenue recognised will
not occur. The measurement constraint continues until the uncertainty associated with the
variable consideration is subsequently resolved. Amounts received that are subject to the
constraining principle are recognised as a refund liability.
SALE OF GOODS
Revenue from the sale of goods is recognised at the point in time when the customer obtains
control of the goods, which is generally at the time of delivery.
INTEREST
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income
over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
RENDERING OF SERVICES
Revenue from licence and research fees are recognised over time as derived from work plan
agreements with customers.
Royalties are recognised at a point in time in accordance with the terms of the agreements.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
37
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(K)
REVENUE (CONTINUED)
OTHER REVENUE
Research and development tax incentive revenue is recognised at a point in time when it is
received or when the right to receive payment is established.
All revenue is stated net of the amount of goods and service tax.
(L)
GOODS AND SERVICES TAX (“GST”)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Tax Office (“ATO”). In these circumstances,
the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the statement of financial position are shown inclusive of
GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST
component of investing and financing activities which are disclosed as operating cash flows.
Commitments and contingencies are disclosed net of the amounts of GST recoverable from or
payable to the ATO.
(M)
BORROWINGS
Loans and borrowings are initially recognised at the fair value of the consideration received, net
of transaction costs. They are subsequently measured at amortised cost using the effective
interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date, the loans or borrowings are classified as non-current.
The component of the convertible notes that exhibits characteristics of a liability is recognised as
a liability in the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using
a market rate for an equivalent non-convertible bond and this amount is carried as a non-current
liability on the amortised cost basis until extinguished on conversion or redemption. The increase
in the liability due to the passage of time is recognised as a finance cost. The remainder of the
proceeds are allocated to the conversion option that is recognised and included in shareholders
equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on
convertible notes is expensed to profit or loss.
(N)
BORROWING COSTS
Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings,
amortisation of ancillary costs incurred in connection with arrangement of borrowings and lease
finance charges. Borrowing costs are expensed as incurred.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
38
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(O)
SHARE-BASED PAYMENT TRANSACTIONS
Wellfully Limited provides benefits to employees (including directors) and consultants in the form
of share-based payment transactions, whereby employees render services in exchange for shares
or rights over shares (“equity-settled transactions”).
There is currently one plan in place to provide these benefits:
(i)
the Employee Share Option Plan, which provides benefits to full-time or part-time
employees and consultants of the Company..
The cost of these equity-settled transactions with employees is measured by reference to the fair
value at the date at which they are granted. The fair value is determined using the Black-Scholes
option valuation model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in
equity, over the period in which the performance conditions are fulfilled, ending on the date on
which the relevant employees become fully entitled to the award (“vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until
vesting date reflects;
(i)
the extent to which the vesting period has expired, and
(ii)
the number of awards that, in the opinion of the directors of the Company, will
ultimately vest. This opinion is formed based on the best available information at
reporting date. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination
of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting
is conditional upon a market condition.
Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any increase in the
value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award, and designated as a replacement
award on the date that it is granted, the cancelled and new award are treated as if they were a
modification of the original award, as described in the previous paragraph.
Goods or services received or acquired in a share-based payment transaction are recognised as an
increase in equity if the goods or services were received in an equity-settled share-based payment
transaction or as a liability if the goods and services were acquired in a cash settled share-based
payment transaction.
For equity-settled share-based transactions, goods or services received are measured directly at
the fair value of the goods or services received, provided this can be estimated reliably. If a reliable
estimate cannot be made, the value of the goods or services is determined indirectly by reference
to the fair value of the equity instrument granted.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the
computation of earnings per share.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
39
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(P)
LOSS PER SHARE
BASIC LOSS PER SHARE
Basic loss per share is determined by dividing the operating loss after income tax attributable to
members of Wellfully Limited by the weighted average number of ordinary shares outstanding
during the financial year.
DILUTED LOSS PER SHARE
Diluted loss per share adjusts the amounts used in the determination of basic loss per share by
taking into account unpaid amounts on ordinary shares and any reduction in loss per share that
will probably arise from the exercise of options outstanding during the financial year.
(Q)
ISSUED CAPITAL
Issued and paid up capital is recognised at the fair value of the consideration received by the
Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a
reduction of the share proceeds received.
(R)
LEASES
The Consolidated Entity leases various offices and warehouses. Rental contracts are typically made
for fixed periods up to 3 years but may have extension options.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants other than the security interests
in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially
recognised at the present value of the lease payments to be made over the term of the lease. Lease
payments comprise of fixed payments less any lease incentives receivable, variable lease payments
that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur,
and any anticipated termination penalties. The variable lease payments that do not depend on an
index or a rate are expensed in the period in which they are incurred.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Consolidated Entity, the lessee’s
incremental borrowing rate is used, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Consolidated Entity:
where possible, uses recent third-party financing received by the individual lessee as a
starting point, adjusted to reflect changes in financing conditions since third-party
financing was received
uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for
leases held by Wellfully Limited, which does not have recent third-party financing, and
makes adjustments specific to the lease, e.g. term, country, currency and security.
The Consolidated Entity is exposed to potential future increases in variable lease payments based
on an index or rate, which are not included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed
and adjusted against the right-of-use asset.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
40
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(R)
LEASES (CONTINUED)
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as
applicable, any lease payments made at or before the commencement date net of any lease
incentives received, any initial direct costs incurred, and, except where included in the cost of
inventories, an estimate of costs expected to be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease
term on a straight-line basis. If the Consolidated Entity is reasonably certain to exercise a purchase
option, the right-of-use asset is depreciated over the underlying asset’s useful life. Right-of-use
assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value
assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are
leases with a lease term of 12 months or less without a purchase option. Low-value assets comprise
IT equipment and small items of office furniture.
Extension and termination options are included in a number of property and equipment leases
across the Consolidated Entity. These are used to maximise operational flexibility in terms of
managing the assets used in the Consolidated Entity’s operations. The majority of extension and
termination options held are exercisable only by the Consolidated Entity and not by the
respective lessor.
(S)
CONTRACT LIABILITIES
Contract liabilities represent the Consolidated Entity's obligation to transfer goods or services to a
customer and are recognised when a customer pays consideration, or when the Consolidated
Entity recognises a receivable to reflect its unconditional right to consideration (whichever is
earlier) before the Consolidated Entity has transferred the goods or services to the customer.
(T)
BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for business combinations regardless of
whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred,
equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree
and the amount of any non-controlling interest in the acquiree. For each business combination,
the non-controlling interest in the acquiree is measured at either fair value or at the proportionate
share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to
profit or loss.
On the acquisition of a business, the Consolidated Entity assesses the financial assets acquired and
liabilities assumed for appropriate classification and designation in accordance with the
contractual terms, economic conditions, the Consolidated Entity's operating or accounting
policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Consolidated Entity remeasures its
previously held equity interest in the acquiree at the acquisition-date fair value and the difference
between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date
fair value. Subsequent changes in the fair value of the contingent consideration classified as an
asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not
remeasured and its subsequent settlement is accounted for within equity.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
41
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(T)
BUSINESS COMBINATIONS (CONTINUED)
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and
any non-controlling interest in the acquiree and the fair value of the consideration transferred and
the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the
consideration transferred and the pre-existing fair value is less than the fair value of the identifiable
net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a
gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment
of the identification and measurement of the net assets acquired, the non-controlling interest in
the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest
in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer
retrospectively adjusts the provisional amounts recognised and also recognises additional assets
or liabilities during the measurement period, based on new information obtained about the facts
and circumstances that existed at the acquisition-date. The measurement period ends on either
the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
(U)
FOREIGN CURRENCY TRANSACTIONS AND BALANCES
FUNCTIONAL AND PRESENTATION CURRENCY
The functional currency of each of the Company’s controlled entities is measured using the
currency of the primary economic environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars which is the Consolidated Entity’s
functional and presentation currency.
TRANSACTION AND BALANCES
Foreign currency transactions are translated into functional currency using the exchange rates
prevailing at the date of the transaction. Foreign currency monetary items are translated at the
year-end exchange rate. Non-monetary items measured at historical cost continue to be carried
at the exchange rate at the date of the transaction. Non-monetary items measured at fair value
are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of non-monetary items are recognised in profit or
loss.
Exchange differences arising on the translation of non-monetary items are recognised directly in
equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange
difference is recognised in the statement of profit or loss and other comprehensive income.
CONTROLLED ENTITIES
The financial results and position of foreign controlled entities whose functional currency is
different from the presentation currency are translated as follows:
Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
Income and expenses are translated at average exchange rates for the period; and
Retained earnings are translated at the exchange rates prevailing at the date of the
transaction.
Exchange differences arising on translation of foreign controlled entities are transferred directly to
the foreign currency translation reserve in the statement of financial position. These differences
are recognised in the statement of profit or loss and other comprehensive income in the period in
which the operation is disposed.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
42
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(W)
INVENTORIES
Raw materials, work in progress and finished goods are stated at the lower of cost and net
realisable value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs,
direct labour, import duties and other taxes, an appropriate proportion of variable and fixed
overhead expenditure based on normal operating capacity, and, where applicable, transfers from
cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting
rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase
and delivery costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
(V) FINANCE COSTS
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance
costs are expensed in the period in which they are incurred.
(W) FAIR VALUE MEASUREMENT
When an asset or liability, financial or non-financial, is measured at fair value for recognition or
disclosure purposes, the fair value is based on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming they act in their economic best interests. For non-financial assets,
the fair value measurement is based on its highest and best use. Valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure fair value,
are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value
hierarchy that reflects the significance of the inputs used in making the measurements.
Classifications are reviewed at each reporting date and transfers between levels are determined
based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when
internal expertise is either not available or when the valuation is deemed to be significant.
External valuers are selected based on market knowledge and reputation. Where there is a
significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a
comparison, where applicable, with external sources of data.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
43
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(X) CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also needs to exercise judgement in
applying the group’s accounting policies.
Estimates and judgments are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Detailed information about these estimates and judgements is included in other notes together
with information about the basis of calculation for each affected line item in the financial
statements.
The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within
the next financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees and
consultants by reference to the fair value of the equity instruments at the date at which they are
granted. The fair value is determined by using either the Binomial or Black- Scholes model taking
into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no
impact on the carrying amounts of assets and liabilities within the next annual reporting period
but may impact profit or loss and equity. Refer to note 22 for further information.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and
judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and
makes assumptions to allocate an overall expected credit loss rate for each group. These
assumptions include recent sales experience, historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking information that is available. The
allowance for expected credit losses, as disclosed in note 6, is calculated based on the information
available at the time of preparation. The actual credit losses in future years may be higher or lower.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and
judgement. The level of the provision is assessed by taking into account the recent sales
experience, the ageing of inventories and other factors that affect inventory obsolescence.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that
an option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the lease
term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered
at the lease commencement date. Factors considered may include the importance of the asset to
the consolidated entity's operations; comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of significant leasehold improvements; and the
costs and disruption to replace the asset. The consolidated entity reassesses whether it is
reasonably certain to exercise an extension option, or not exercise a termination option, if there is
a significant event or significant change in circumstances.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
44
NOTE 3: REVENUE AND OTHER INCOME
Consolidated
30 June
30 June
2022
2021
$
$
Revenue from contracts with customers
Research and development collaboration and product revenue
2,029,150
397,895
Royalties
68,447
65,078
2,097,597
462,973
Other income
Government grants and subsidies
537,408
740,309
Interest received
79
61
Total revenue and other income
2,635,084
1,203,343
DISAGGREGATION OF REVENUE
Consolidated
30 June
30 June
2022
2021
$
$
The disaggregation of revenue from contracts with customers is as follows:
Geographical region
Singapore
-
222,966
Europe
1,859,363
240,007
United States
238,234
-
2,097,597
462,973
Timing of revenue recognition
Services transferred at a point in time
2,097,597
65,078
Services transferred over time
-
397,895
2,097,597
462,973
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
45
NOTE 4: INCOME TAX
30 June
30 June
2022
2021
The prima facie tax on loss before income tax is reconciled
to the income tax as follows:
Loss before income tax
(7,302,969)
(6,397,257)
Income tax calculated at 25% (2021: 26%)
(1,825,742)
(1,663,287)
Non-allowable expenditure
21,212
22,827
Non-assessable income
(134,347)
-
Deferred tax assets not recognised
2,023,309
1,308,936
Effect of temporary differences that would be recognised
directly in equity
(109,311)
-
Impact from change in tax rate on unrecognised DTAs
42,417
-
Over provision for tax for prior periods
(17,538)
331,524
Income tax expenses
-
-
The following deferred tax assets have not been
brought to account as assets:
Tax losses available at 25% (2021: 26%) tax rate
5,994,129
11,129,888
Deferred tax assets in relation to tax losses are not brought to account unless it is probable that
future taxable amounts within the entity will be available against which the unused tax losses can
be utilised. The amount of these benefits is based on the assumption that no adverse change will
occur in income tax legislation and the anticipation that the Consolidated Entity will derive
sufficient future assessable income to enable the benefit to be realised and comply with the
conditions of deductibility imposed by law.
NOTE 5: CASH AND CASH EQUIVALENTS
Consolidated
30 June
30 June
2022
2021
$
$
Cash on hand
2,465
6,797
Cash at bank
315,204
2,718,839
Total cash & cash equivalents
317,669
2,725,636
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
46
NOTE 6: TRADE AND OTHER RECEIVABLES
Consolidated
30 June
30 June
2022
2021
$
$
Current:
Trade receivables
337,783
376
Prepayments
842,743
44,961
GST refundable
14,036
55,939
Loans
76,193
54,565
Leasehold deposit
8,261
7,524
Other receivables
43,036
-
Total trade and other receivables
1,322,052
163,365
ALLOWANCE FOR EXPECTED CREDIT LOSSES
The Consolidated Entity recognised $107,431 (2021: nil) in profit or loss in respect of the expected
credit losses for the year ended 30 June 2022.
Consolidated
30 June
30 June
2022
2021
$
$
Past due but not impaired
Customers with balances past due but without provision
for impairment
0 to 6 months overdue
257,118
376
6 to 12 months overdue
80,665
-
12 to 18 months overdue
-
-
337,783
376
NOTE 7: INVENTORIES
Consolidated
30 June
30 June
2022
2021
$
$
Raw materials
306,800
96,754
Finished goods
41,271
-
348,071
96,754
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
47
NOTE 8: PLANT AND EQUIPMENT
Consolidated
30 June
30 June
2022
2021
Plant and equipment at cost
802,008
769,086
Accumulated depreciation
(500,788)
(470,171)
Total plant and equipment
301,220
298,915
Reconciliation of the carrying amount of plant and equipment is set out below:
Carrying amount at the beginning of year
298,915
270,928
Additions
32,430
64,524
Disposals
-
(4,780)
Depreciation expense
(30,125)
(31,757)
Carrying amount at the end of year
301,220
298,915
NOTE 9: LEASES
(a) Amounts recognized in the Statement of Financial Position
Consolidated
30 June
30 June
2022
2021
$
$
Right-of-use asset
Buildings
331,195
107,388
Lease Liabilities
Current
198,167
47,513
Non-current
124,560
61,655
322,727
109,168
Additions to the right-of-use assets during the year were $374,709.
(b) Amounts recognized in the Statement of profit or loss
Consolidated
30 June
30 June
2022
2021
$
$
Depreciation charge of right-of-use assets
150,902
65,047
Interest expense
6,308
23,062
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
48
NOTE 10: TRADE AND OTHER PAYABLES
Current
Consolidated
30 June
30 June
2022
2021
$
$
Trade creditors
588,972
332,514
Other creditors and accruals
669,984
117,300
1,258,956
449,814
NOTE 11: CONTRACT LIABILITIES
Consolidated
30-Jun
30-Jun
2022
2021
$
$
Opening balance
276,763
203,358
Payments received in advance
-
73,405
Transfer to revenue- included in the opening balance
(145,774)
-
Closing balance
130,989
276,763
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are
unsatisfied at the end of the reporting period was $131,716 as at 30 June 2022 (2021: $276,763) and
is expected to be recognised as revenue in future periods as follows:
Consolidated
30-Jun
30-Jun
2022
2021
$
$
Within 6 months
-
-
6 to 12 months
130,989
276,763
130,989
276,763
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
49
NOTE 12: BORROWINGS
Consolidated
30 June
30 June
2022
2021
$
$
Convertible notes - unsecured
140,000
140,000
Convertible notes - unpaid interest
28,000
14,000
168,000
154,000
UNSECURED CONVERTIBLE NOTE TERMS:
Issue
Date
Amount
$
Interest
Rate
Convertible On
or Before
4 June 2009
140,000
10% per annum
4 June 2012 (i)
If the convertible notes which are convertible at $0.003 have not been converted in their entirety
into shares on the date which is 11 months after the date of issue, the Company may convert the
amount of the convertible notes which has not been repaid (together with any accrued interest),
into shares, upon giving 5 business days notice to the convertible note holder.
(i)
140,000 convertible notes issued on 4 June 2009 were not converted by the due date
being 4 June 2012. The terms of the agreement have not since that date been
extended. Correspondingly, the principal amount outstanding including any interest
outstanding has been classified as current.
In 30 April 2022 the Company entered into a capital funding facility agreement (“Capital
Commitment Agreement”) of up to A$55 million over a three year period with Luxembourg based
GEM Global Yield LLC SCS (“GGY”).
Subject to the terms of a Capital Commitment Agreement, the Company may choose to, on one
or more occasions within the three year period, and subject to conditions precedent, draw down
on the facility by giving GGY notice to subscribe for fully paid ordinary shares in the Company of
no more than being 7 times average daily numbers of Wellfully shares traded on ASX during the
15 trading days (subject to certain adjustments) prior to and excluding the date of the draw down
notice.
If the Company issues a draw down notice, the subscription price of the shares to be issued to GGY
(or its nominees) will be 90% of the higher of:
• the volume weighted average price of Wellfully shares as quoted by ASX over the pricing
period, being the 15 consecutive trading days after Wellfully gives the draw down notice to
GGY (subject to certain adjustments); or
• a fixed floor price nominated by the Company in its draw down notice, which must not
be higher than the closing trade price of a Wellfully share on the trading day immediately
preceding the date of the draw down notice.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
50
NOTE 12: BORROWINGS (CONTINUED)
The Company has given to GGY warranties, representations and indemnities as are customary for
agreements of this type.
The Company has agreed to pay a fee of A$550,000 (exclusive of GST) to GGY in connection with
the Capital Commitment Agreement. The Company may choose to pay part or all of such fee in
shares calculated at 95% of the volume weighted average price of Wellfully shares during the 15
consecutive trading days prior to payment. In addition, the Company will issue to GGY or its
nominee 19.3 million options, each exercisable by the option holder into one Wellfully share at an
exercise price of $0.15 within 5 years from grant date. If on 29 April 2023 the volume weighted
average price of Wellfully shares for the 5 trading days immediately preceding 29 April 2023
(Market Price) is $0.135 or less, then the exercise price will be adjusted to an amount equal to 105%
of the Market Price.
The Capital Commitment Agreement has a three year term and is not secured.
NOTE 13: COMMITMENTS
There are no commitments outstanding at 30 June 2022 (30 June 2021: Nil).
NOTE 14: CASH FLOW INFORMATION
Consolidated
30 June
30 June
2022
2021
$
$
Reconciliation of net cash and cash equivalents
used in operating activities to loss for the year:
Loss for the year
(7,302,969)
(6,397,257)
Borrowing costs expensed
169,812
23,062
Depreciation
171,476
85,562
Employee benefits provisions
26,275
3,468
Foreign exchange movements
(625,291)
242,327
Administrative fee, directors fee and salary paid via shares
207,755
1,108,605
Movements in assets and liabilities:
Trade and other receivables
(1,266,118)
119,695
Inventories
(251,317)
(96,754)
Trade and other payables
767,070
(363,995)
Contract liabilities
(145,774)
73,405
Net cash used in operating activities
(8,249,081)
(5,201,882)
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
51
NOTE 15: KEY MANAGEMENT PERSONNEL
Names and positions of directors and specified executives in office at any time during the financial
year are:
Mr Antonio Varano Della Vergiliana
Director – Non-Executive
(retired 30 June 2022)
Mr Jeffrey David Edwards
Director - Executive
Mr Steven Lorn Schapera
Director – Non-Executive
Mr Cameron Reynolds
Director – Non-Executive
(retired 1 December 2021)
Mr Anthony David Wright
Director – Non-Executive
(retired 14 April 2022)
Mr Paul Peros
CEO and Director - Executive
(appointed as Director 14 April
2022)
Mr Anton Eaton
Director – Non-Executive
(appointed 14 April 2022)
Refer to the Remuneration Report contained in the Director’s Report for details of the
remuneration paid or payable to the Company’s key management personnel for the year ended
30 June 2022.
NOTE 15: KEY MANAGEMENT PERSONNEL (CONTINUED)
The totals of remuneration paid to key management personnel during the year are as follows:
Consolidated
30 June
30 June
2022
2021
$
$
Short term employee benefits
1,226,663
1,557,939
Post-employment benefits
19,000
20,392
1,245,663
1,578,331
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no transactions with related parties other than directors’ fees, which have been
disclosed in the Remuneration Report.
NOTE 16: CONTROLLED ENTITIES
The consolidated financial statements include the financial statements of Wellfully Limited and
the subsidiaries listed in the following table.
Country
%
of
Equity Interest
Incorporation
2022
2021
$
$
International Scientific Pty Ltd
Australia
100%
100%
Bodyguard Lifesciences Pty Ltd
Australia
100%
100%
Wellfully SA
Switzerland
100%
100%
Wellfully d.o.o.
Croatia
100%
100%
Wellfully Ltd
China
100%
100%
Peros Dongguan Technology &
Trading Co. Ltd
China
100%
100%
Wellfully Limited
United Kingdom
100%
100%
Swisswell Sagl
Switzerland
100%
100%
Wellfully Ltd
Ireland
100%
NA
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
52
NOTE 17: AUDITOR’S REMUNERATION
AMOUNTS PAID OR DUE AND PAYABLE TO THE AUDITOR FOR:
Consolidated
30 June
30 June
2022
2021
$
$
Audit and review services
100,000
75,000
R&D tax refund services
31,107
39,330
Information Technology consulting services
31,539
32,074
Total
162,646
146,404
.
NOTE 18: ISSUED CAPITAL
(A)
ISSUED CAPITAL
Consolidated
30 June
30 June
2022
2021
$
$
270,560,230 fully paid shares
(2021: 270,560,230)
48,128,011
42,552,152
(B)
MOVEMENTS IN ORDINARY SHARE CAPITAL OF THE COMPANY DURING THE YEAR WERE
AS FOLLOWS:
Date
Details
Number of
shares
Issue
Price
$
1/07/2021
Opening balance
209,820,466
42,552,152
23/09/2021
Conversion of options
1,000
0.150
150
29/09/2021
Conversion of options
1,000
0.150
150
21/10/2021
Capital raising
38,461,539
0.130
5,000,000
27/10/2021
Conversion of options
1,000
0.150
150
29/12/2021
Shares issued in lieu of fees
1,068,160
0.071
75,839
29/12/2021
Shares issued in lieu of fees
450,250
0.062
27,916
12/05/2022
Placement
3,600,000
0.080
288,000
3/06/2022
Capital raising
17,156,815
0.051
867,754
Less: transaction costs arising on share issues
(684,100)
30/06/2022
Closing balance
270,560,230
48,128,011
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
53
NOTE 18: ISSUED CAPITAL (CONTINUED)
(C)
MOVEMENTS IN ORDINARY SHARE CAPITAL OF THE COMPANY DURING THE YEAR WERE
AS FOLLOWS (CONTINUED)
Date
Details
Number of
shares
Issue
Price
$
1/07/2020
Opening balance
90,473,939
33,043,514
19/08/2020
Rights issue
11,220,018
0.100
1,122,002
19/08/2020
Capital raising
25,539,982
0.100
2,553,998
19/08/2020
Oversubscription of share issue
635,351
0.100
63,535
19/08/2020
Convertible notes
8,400,000
0.100
840,000
19/08/2020
Shares issued in lieu of fees
10,217,843
0.100
1,021,784
22/02/2021
Capital raising
20,122,707
0.075
1,509,203
22/02/2021
Shares issued in lieu of fees
1,850,363
0.075
138,777
9/04/2021
Capital raising
39,877,293
0.075
2,990,797
9/04/2021
Shares issued in lieu of fees
1,482,970
0.075
111,223
Less: transaction costs arising on share issues
(842,681)
30/06/2021
Closing balance
209,820,466
42,552,152
(C)
CAPITAL ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up
of the Company in proportion to the number of and amounts paid on the shares held. The fully
paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
Every member present at a meeting in person or by proxy shall have one vote for each share
conducted via a poll.
There is no current on-market share buy-back.
(D)
CAPITAL RISK MANAGEMENT
When managing capital, management’s objective is to ensure the Company continues as a going
concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders.
Management also aims to maintain a capital structure that ensures the lowest cost of capital
available to the Company.
In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares, enter into joint
ventures or sell assets.
The Company does not have a defined share buy-back plan.
No dividends were paid in 2022 and no dividends are expected to be paid in 2023.
The Company is not subject to any externally imposed capital requirements.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
54
NOTE 19: RESERVES
Consolidated
30 June
30 June
2022
2021
$
$
Foreign currency translation reserve
(178,327)
241,617
Share-based payments reserve
813,656
355,656
635,329
597,273
The share-based payments reserve records items recognised as expenses on valuation of
consultant share options.
MOVEMENTS IN OPTIONS WERE AS FOLLOWS:
Movements in options
Number of Options
Fair
Value
of
Options
Issued
$
Exercise
Price
Expiry
Date
Listed
Unlisted
$
01/7/2021
Opening balance
154,986,434
6,150,000
355,656
23/9/2021
Conversion
(1,000)
-
-
0.15
31/03/2023
29/9/2021
Conversion
(1,000)
-
-
0.15
31/03/2023
27/10/2021
Conversion
(1,000)
-
-
0.15
31/03/2023
29/12/2021
Listed option in
lieu of fees
2,000,000
-
40,000
0.15
31/03/2023
29/12/2021
Listed option in
lieu of fees
2,000,000
-
34,000
0.15
31/03/2023
23/2/2022
Listed options
to lead manager
20,000,000
-
354,000
0.20
23/02/2024
23/2/2022
Free attaching
Listed options
for shareholder
12,820,513
-
-
0.20
23/02/2024
2/3/2022
Free attaching
Listed options in
lieu of fees
3,000,000
-
30,000
0.15
31/03/2023
30/6/2022
Closing balance
194,803,947
6,150,000
813,656
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
55
NOTE 19: RESERVES (CONTINUED)
NOTE 20: LOSS PER SHARE
Diluted loss per share is the same as basic loss per share.
The following reflects the income and data used in the calculations of basic and diluted loss per
share:
Consolidated
30 June
30 June
2022
2021
$
$
Loss for the year
(7,302,969)
(6,397,257)
Loss used in calculating basic and diluted loss per share
(7,302,969)
(6,397,257)
Weighted average number of ordinary shares used in
calculating basic loss per share:
238,998,942
156,138,589
Weighted average number of ordinary shares used in
calculating diluted loss per share:
238,998,942
156,138,589
Basic loss per share (cents per share)
(3.06)
(4.10)
Options outstanding are considered non-dilutive and therefore are excluded from the calculation
of diluted loss per share.
2021
Date
Details
Exercise
price
Expiry date
Listed
Unlisted
$
$
1/07/2020
Opening balance
-
- 232,334
-
-
19/08/2020
Free attaching
unlisted options
-
6,150,000
-
0.10
19/08/2023
9/04/2021
Free attaching
listed options
31,666,564
- -
0.15
31/03/2023
9/04/2021
Broker listed
options
19,500,000
- 19,500
0.15
31/03/2023
9/04/2021
Loyalty offer listed
options
103,819,870
- 103,822
0.15
31/03/2023
30/06/2021
Closing balance
154,986,434
6,150,000
355,656
Number of options
Fair value of
options
issued
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
56
NOTE 21: RISK MANAGEMENT OBJECTIVES AND POLICIES
The Consolidated Entity’s principal financial instruments comprise cash and short-term deposits.
The main purpose of these financial instruments is to finance the Consolidated Entity’s operations.
The Consolidated Entity has various other financial assets and liabilities such as trade and other
receivables, lease liabilities and trade payables, which arise directly from its operations. It is, and
has been throughout the entire period under audit, the Consolidated Entity’s policy that no trading
in financial instruments shall be undertaken.
The main risk arising from the Consolidated Entity’s financial instruments is cash flow interest rate
risk. Other minor risks are either summarised below or disclosed at Note 18 in the case of capital
risk management. The Board reviews and agrees policies for managing each of these risks.
CASH FLOW INTEREST RATE RISK
The Consolidated Entity’s exposure to the risks of changes in market interest rates relates primarily
to the Consolidated Entity’s short-term deposits with a floating interest rate. These financial assets
with variable rates expose the Consolidated Entity to cash flow interest rate risk. All other financial
assets and liabilities in the form of receivables and payables are non-interest bearing. The
Consolidated Entity does not engage in any hedging or derivative transactions to manage interest
rate risk.
The following tables set out the carrying amount by maturity of the Consolidated Entity’s exposure
to interest rate risk and the effective weighted average interest rate for each class of these financial
instruments. The Consolidated Entity has not entered into any hedging activities to cover interest
rate risk. In regard to its interest rate risk, the Consolidated Entity does not have a formal policy in
place to mitigate such risks.
2022
Fixed Interest Rate
Maturing
Consolidated
Non-Interest
Bearing
1 Year or
Less
Over 1 to
5 Years
More
than
5
years
Floating
Interest
Rate
Total
Weighted
average
interest
rate
($)
($)
($)
($)
($)
($)
Financial
assets:
Cash and
cash
equivalents
317,669
-
-
-
-
317,669
-
Trade and
other
receivables
1,322,052
-
-
-
-
1,322,052
-
1,639,721
-
-
-
-
1,639,721
Financial
liabilities:
Trade and
other
payables
1,258,956
-
-
-
-
1,258,956
-
Borrowings
28,000
140,000
-
-
-
168,000
10%
1,286,956
140,000
-
-
-
1,426,956
Net financial
instruments
352,765
(140,000)
-
-
-
212,765
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
57
NOTE 21: RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
2021
Fixed Interest Rate Maturing
Consolidated
Non-
Interest
Bearing
1 Year or
Less
Over 1
to 5
Years
More
than 5
years
Floating
Interest
Rate
Total
Weighted
average
interest
rate
($)
($)
($)
($)
($)
($)
Financial assets:
Cash and cash
equivalents
6,797
-
-
-
2,718,839
2,725,636
-
Trade and other
receivables
163,365
-
-
-
-
163,365
-
170,162
-
-
-
2,718,839
2,889,001
Financial liabilities:
Trade and other
payables
449,814
-
-
-
-
449,814
-
Borrowings
14,000
140,000
-
-
-
154,000
10%
463,814
140,000
-
-
-
603,814
Net financial
instruments
(293,652)
(140,000)
-
-
2,718,839
2,285,187
INTEREST RATE SENSITIVITY
At 30 June 2022, if interest rates had changed by 10% during the entire year with all other variables
held constant, loss for the year and equity would have been $1,347 (2021: $6) lower/higher, mainly
as a result of lower/higher interest income from cash and cash equivalents.
A sensitivity of 10% has been selected as this is considered reasonable given the current level of
both short-term and long-term Australian dollar interest rates.
Based on the sensitivity analysis only interest revenue from variable rate deposits and cash
balances are impacted resulting in a decrease or increase in overall income.
CREDIT RISK EXPOSURE
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Consolidated Entity. The Consolidated Entity has a strict code of credit,
including obtaining agency credit information, confirming references and setting appropriate
credit limits. The Consolidated Entity obtains guarantees where appropriate to mitigate credit risk.
The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial statements. The Consolidated Entity does
not hold any collateral.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
58
NOTE 21: RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
CREDIT RISK EXPOSURE (CONTINUED)
The Consolidated Entity has adopted a lifetime expected loss allowance in estimating expected
credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit
loss provisioning. These provisions are considered representative across all customers of the
Consolidated Entity based on recent sales experience, historical collection rates and forward-
looking information that is available.
The Consolidated Entity has no significant concentrations of credit risk with any single
counterparty or group of counterparties.
LIQUIDITY RISK
The Consolidated Entity manages liquidity risk by maintaining sufficient cash reserves and
marketable securities and through the continuous monitoring of budgeted and actual cash flows.
Consolidated
30-Jun
30-Jun
2022
2021
$
$
Contracted maturities of liabilities at 30 June
Payables
- one year or less
1,258,956
449,814
- between one and two years
-
-
Borrowings
- one year or less
168,000
154,000
Lease Liabilities
- one year or less
198,167
47,513
- between one and two years
102,211
61,655
- between two and five years
22,349
-
1,749,683
712,982
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
59
NOTE 21: RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
FOREIGN EXCHANGE RISK
The consolidated entity undertakes certain transactions denominated in foreign currency and is
exposed to foreign currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets
and financial liabilities denominated in a currency that is not the entity's functional currency. The
risk is measured using sensitivity analysis and cash flow forecasting.
The sensitivity analysis below detail the Consolidated Entity’s sensitivity to an increase/decrease in
the Australian dollar against the foreign currencies, including United States Dollar, Euro, British
Pound Sterling, Croatian Kuna, Swiss Franc and Chinese Yen. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items within the Consolidated Entity.
200 basis points is the sensitivity rate used when reporting foreign currency risk internally to
management and represents management’s assessment of the possible change in foreign
exchange rates.
At balance date, if foreign exchange rates had been 200 basis point higher or lower and all other
variables were held constant, the Consolidated Entity’s loss would increase/decrease by $11,745.
For the year ending 30 June 2021 the Consolidated Entity was not exposed to significant foreign
exchange risk at reporting date. Although foreign exchange transactions in numerous currencies
were entered into during the year, resulting in a foreign exchange loss of $384,253.
NET FAIR VALUES
For other assets and liabilities, the net fair value approximates their carrying value. The
Consolidated Entity has no financial assets or liabilities that are readily traded on organised
markets and has no financial assets where the carrying amount exceeds net fair values at the
reporting date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are
disclosed in the statement of financial position and in the notes to the financial statements.
NOTE 22: SHARE-BASED PAYMENTS
On 29 December 2021, 1,518,410 shares were issued in lieu of fees and salaries with a total
transactional value of $103,755. During the year ended 30 June 2021, 13,551,176 shares were issued
in lieu of fees and salaries a total transactional value of $1,271,784.
No options were granted to Key management personnel in the year. For details of options issued
in the year refer to note 19.
Weighted average exercise price is $0.16 (2021: $0.15).
200,953,947 options are exercisable at the end of the financial year (2021: 161,136,434)
The weighted average share price during the year was $0.10 (2021: $0.09)
The weighted average remaining contractual life of options outstanding at the end of the financial
year was 0.9 years (2021: 1.8 years).
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
60
NOTE 22: SHARE-BASED PAYMENTS (CONTINUED)
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
Share
price at
grant date
Exercise
Price
Expected
volatility
Risk-free
interest rate
Fair value
at grant
date
01/12/2021
23/02/2024
0.081
0.20
85%
0.54%
0.0176
29/04/2022
30/04/2027
0.077
0.15
85%
2.90%
0.0360
NOTE 23: EVENTS SUBSEQUENT TO THE REPORTING DATE
On 4 July 2022, 2,600,000 shares were issued at $0.05 per security.
On 8 July 2022, 2,000,000 shares were issued at $0.05 per security.
On 3 August 2022 Mr Anton Eaton retired as a Director of the company.
On 11 August 2022, 3,537,000 shares were issued at $0.0386 per security. Shares were issued
to GEM Global Yield LLC CSC, further information can be found in ASX announcement
lodged on 2 May 2022.
On 10 August 2022 The Company resolved to borrow €70,000 from The Brand Laboratories
FZ (Lender), a company associated with a Director of the Company, Steven
Schapera, on the following terms:
o
the full amount borrowed but excluding setup fees, will be repaid within 30 days
or less, but in any event as soon as possible after the Company complete a rights
issue or similar fundraising;
o
interest will be at 16.5% per annum, calculated monthly, and foreign exchange risk
is the Company’s; i.e. the Loan plus interest will be repaid in the same currency in
which funds were provided to the Company;
o
The interest rate will increase by 1% for each month repayment is delayed, capped
at 21.5%;
o
The loan will incur a facility setup fee of 2.5% payable by the Company to the
lender, and deducted from the total loan amount at the time of setup. The net
loan amount of €68,250 (approximately A$100,000) will be drawn down in one
tranche by the Company;
o
In the event of default, the Lender will have the right to call the Loan and any
accrued but unpaid interest and/or fees, plus all enforcement costs associated
with the enforcement of its security and collection; and
o
The Company, will at its cost, register the loan on the Australian Personal Property
Securities Register (PPSR) at its own cost.
On 7 July 2022 The Board of Wellfully Ltd approved the terms of a US$70,000 loan
from a Director of the Company, Paul Peros. On 9 August 2022 the board resolved to
revise the agreement with Paul Peros thereby aligning the terms of the loan from
Paul Peros and the loan from Steven Schapera.
In September 2022 the board resolved to borrow A$25,000 from Jeffrey Edwards
(Director), €60,000 from Paul Peros (Director) and €20,000 from The Brand
Laboratories FZ (Lender), a company associated with a Director of the Company,
Steven Schapera. The terms of these loans align with the terms provided to Steven
Schapera on 10 August 2022.
There has been no other matter or circumstance that has arisen since the end of the financial
year that has significantly affected, or may significantly affect, the operations of the Consolidated
Entity, the results of those operations, or the state of affairs of the Consolidated Entity, which has
not been announced to the market.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
61
NOTE 24: SEGMENT INFORMATION
The Consolidated Entity has considered the requirements of AASB8 – Operating Segments and
has identified its operating segments based on the internal reports that are reviewed and used
by the board of directors (chief operating decision makers) in assessing performance and
determining the allocation of resources.
CONSOLIDATED – 30 JUNE 2022
The Consolidated Entity operates in two segments which are development of the dermaportation
drug delivery technology and devices segments.
2022
Dermaportation
and drug delivery
technology
Devices
Total
$
$
$
Revenue
Revenue and Royalties
250,360
1,847,237
2,097,597
Interest revenue
-
79
79
Government grants and
subsidies
414,788
122,621
537,409
Net foreign exchange gains
9,413
615,878
625,291
Total revenue
674,561
2,585,815
3,260,376
EBITDA
(1,644,600)
(5,473,567)
(7,118,167)
Expenses
Depreciation and
amortisation
(83,934)
(87,542)
(171,476)
Interest revenue
-
79
79
Finance costs written off
(812)
(12,593)
(13,405)
Intersegment eliminations
-
-
-
Loss before income tax
(1,729,346)
(5,573,623)
(7,302,969)
Income tax
-
-
-
Loss after income tax
(1,729,346)
(5,573,623)
(7,302,969)
Assets
Segment assets
12,820,000
2,084,363
14,904,363
Intersegment eliminations
(12,284,156)
Total Assets
2,620,207
Liabilities
Segment liabilities
(1,130,712)
(13,441,974)
(14,572,686)
Intersegment eliminations
12,572,036
Total Liabilities
(2,000,650)
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
62
NOTE 24: SEGMENT INFORMATION (CONTINUED)
Segment revenues are allocated based on the country in which the customer is located. Operating
revenues of $1,261,537 or 56% are derived from a single external party. Segment assets are allocated
to countries based on where the assets are located.
CONSOLIDATED – 30 JUNE 2021
The Consolidated Entity operates in two segments which are development of the dermaportation
drug delivery technology and devices segments.
Dermaportation
and drug delivery
technology
Devices
Total
2021
$
$
$
Revenue
Revenue and Royalties
222,976
239,997
462,973
Interest revenue
-
61
61
Government grants and subsidies
740,309
-
740,309
Net foreign exchange (losses)/ gains
(388,431)
4,178
(384,253)
Total revenue
574,854
244,236
819,090
EBITDA
(2,700,844)
(3,587,850)
(6,288,694)
Expenses
Depreciation and amortisation
(31,757)
(53,805)
(85,562)
Interest revenue
-
61
61
Finance costs written off
(10,531)
(12,531)
(23,062)
Intersegment eliminations
-
-
-
Loss before income tax
(2,743,132)
(3,654,125)
(6,397,257)
Income tax expense
-
-
-
Loss after income tax
(2,743,132)
(3,654,125)
(6,397,257)
Assets
Segment assets
9,312,343
600,722
9,913,065
Intersegment eliminations
(6,521,007)
Total Assets
3,392,058
Liabilities
Segment liabilities
7,214,243
5,956,782
13,171,025
Intersegment eliminations
(12,087,578)
Total Liabilities
1,083,447
Segment revenues are allocated based on the country in which the customer is located. Operating
revenues of $191,495 or 41% are derived from a single external party. Segment assets are allocated
to countries based on where the assets are located.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
63
NOTE 25: CONTIGENT ASSETS AND LIABILITIES
The directors of the Company are unaware of any existing contingent assets and liabilities, other
than the contingent liability matter regarding the Company being served with a writ over a
Convertible Note, as announced to the market. The Company has retained legal representation
for the active defence of the matter, to which mediation still continues.
NOTE 26: RELATED PARTY TRANSACTIONS
PARENT ENTITY
Wellfully Limited is the Parent Entity.
SUBSIDIARIES
Interests in subsidiaries are set out in Note 16.
KEY MANAGEMENT PERSONNEL
Disclosures relating to key management personnel are set out in Note 15 and the remuneration
report in the Directors' Report.
TRANSACTIONS WITH RELATED PARTIES
As set out in Note 15 and the remuneration report in the Directors’ Report.
RECEIVABLES FROM AND PAYABLES TO RELATED PARTIES
As of 30 June 2022, the following remuneration amounts remained payable:
The Brand Laboratories FZ LLC, an entity related to the director, Steven Schapera - $90,670
Antonio Varano Della Vergiliana and Anthony Varano Inc., an entity related to the director,
Antonio Varano Della Vergiliana - $89,708
Anton Eaton - $34,630
Paul Peros - $300,632 ($54,637 by way of issuance of shares)
As of 30 June 2021, the following remuneration amounts remained payable:
PB Commodities Pte Ltd, an entity related to the director, Cameron Reynolds - $8,750
The Brand Laboratories FZ LLC, an entity related to the director, Steven Schapera - $44,854
Antonio Varano Della Vergiliana and Anthony Varano Inc., an entity related to the director,
Antonio Varano Della Vergiliana - $44,854
The Wright Family Trust, a trust related to the director, Anthony Wright - $8,571
Paul Peros - $58,861
There were no receivables from related parties at the current and previous reporting date.
LOANS TO/FROM RELATED PARTIES
There were no loans to or from related parties at the current and previous reporting date.
For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
64
NOTE 27: PARENT ENTITY DISCLOSURES
Parent
Parent
2022
2021
$
$
Statement of financial position
Total current assets
1,341,999
2,527,813
Total non-current assets
402,074
236,590
Total assets
1,744,073
2,764,403
Total current liabilities
1,078,755
617,838
Total non-current liabilities
45,761
-
Total liabilities
1,124,516
617,838
Net Assets
619,557
2,146,565
Issued capital
48,128,011
42,552,152
Share-based payment reserve
813,656
597,273
Accumulated losses
(48,322,110)
(41,002,860)
Total equity
619,557
2,146,565
Statement of profit or loss and other comprehensive
income
Loss for the year
(7,319,250)
(8,612,301)
Other comprehensive income
-
-
Total comprehensive income
(7,319,250)
(8,612,301)
(A)
GUARANTEES
Wellfully Limited has not entered into any guarantees in relation to the debts of its subsidiaries.
(B)
OTHER COMMITMENTS AND CONTIGENCIES
Wellfully Limited are unaware of any existing contingent assets and liabilities, other than the
contingent liability matter regarding the Company being served with a writ over a Convertible
Note, as announced to the market. The Company has retained legal representation for the active
defence of the matter, to which mediation still continues.
Wellfully Limited has no commitments to acquire property, plant and equipment.
(C)
SIGNIFICANT ACCOUNTING POLICIES
Wellfully Limited accounting policies do not differ from the Consolidated Entity disclosed in Note
2.
For personal use only
DIRECTORS’ DECLARATION
65
In the opinion of the directors:
a)
The financial statements, notes and additional disclosures included in the directors’ report
designated as audited, are in accordance with the Corporations Act 2001, including:
i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30
June 2022 and of its performance for the year ended on that date; and
ii)
complying with Australian Accounting Standards and the Corporations Regulations
2001;
b)
the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board, as disclosed
in Note 1(a); and
c)
there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the
directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended
30 June 2022.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
Paul Peros
Chairman/ CEO
3 October 2022
Perth, Western Australia
For personal use only
CORPORATE DIRECTORY
66
AUSTRALIAN COMPANY NUMBER:
056 482 636
DIRECTORS:
Jeffrey David Edwards
Steven Lorn Schapera
Paul Peros
SECRETARY:
Henko Vos
REGISTERED OFFICE:
Level 1
284 Oxford Street
LEEDERVILLE, WESTERN AUSTRALIA 6007
Telephone: +61 8 9443 3011
AUDITORS:
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade
PERTH, WESTERN AUSTRALIA 6000
Telephone: +61 8 9261 9100
Facsimile: +61 8 9261 9101
HOME EXCHANGE:
Australian Securities Exchange Limited
Central Park, 152-158 St Georges Terrace
PERTH, WESTERN AUSTRALIA 6000
ASX CODE:
WFL
SHARE REGISTER:
Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH, WESTERN AUSTRALIA 6000
Telephone: 1300 288 664 (Local)
Telephone: +61 2 9698 5414 (International)
For personal use only
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 32 Exchange Tower, 2 The Esplanade Perth
WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
WELLFULLY LIMITED
Opinion
We have audited the financial report of Wellfully Limited (the Company) and its subsidiaries (the Group), which
comprises the statement of financial position as at 30 June 2022, the statement of profit or loss and other
comprehensive income, the statement of changes in equity and the statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies, and the
directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
Giving a true and fair view of the Group's financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (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 confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a loss of $7,302,969
and had net cash outflows from operating activities and investing activities of $8,249,081 and $32,430,
respectively for the year ended 30 June 2022. As at that date, the Group had net current assets and net assets
of $111,702 and $619,557 respectively. As stated in Note 1, these events or conditions, along with other matters
as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group's
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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67
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 of our report, 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 this matter
Revenue
Refer to Note 3 in the financial statements
As disclosed in the statement of profit or loss and
other comprehensive income for the year ended 30
June 2022, the Group has recognised revenue from
contracts with customers of $2,097,597. We
determined revenue recognition to be a key audit
matter due to the following:
•
The balances are material to the Group and
there are risks associated with management
judgements relating to the identification of
contracts
and
performance
obligations,
determination of the transaction price and the
timing of revenue recognition; and
•
Revenue recognition is a presumed fraud risk
under the Australian Auditing Standards.
Our audit procedures included:
•
Assessing the Group’s revenue recognition policies
for
compliance
with
Australian
Accounting
Standards;
•
On a sample basis, agreeing revenue transactions
to supporting documentation to assess whether the
revenue recognition criteria were met;
•
Testing a sample of revenue transactions before
and after the reporting date to assess whether
revenue is recognised in the correct financial period;
and
•
Assessing
the
disclosures
in
the
financial
statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2022, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporation Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
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68
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: https://www.auasb.gov.au/auditors_responsibilities/ar2.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 within the directors' report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of Wellfully 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.
RSM AUSTRALIA PARTNERS
Perth, WA
JAMES KOMNINOS
Dated: 3 October 2022
Partner
For personal use only
69
ASX ADDITIONAL INFORMATION
70
The shareholder information set out below was applicable at 14 September 2022.
(A)
CORPORATE GOVERNANCE
A statement disclosing the extent to which the Company has followed the best practice
recommendations set by the ASX Corporate Governance Council during the reporting period can
be found on the Company’s website: https://wellfully.net/corporate-governance/.
(B)
QUOTED SECURITIES – FULLY PAID ORDINARY SHARES
SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed on the company’s register:
Name of Shareholder
No. of Ordinary
Shares Held
Percentage of Shares
Held %
Rokamaho Pty Ltd
22,000,000
7.89%
KJM Security Pty Ltd
14,015,897
5.03%
Total
36,015,897
12.92%
NUMBER OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES AND VOTING RIGHTS
There are 454 holders of ordinary shares.
Each shareholder is entitled to one vote per share held. Every shareholder of ordinary shares
present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is
entitled to one vote.
DISTRIBUTION SCHEDULE OF THE NUMBER OF ORDINARY HOLDERS
The distribution of shareholders is as follows:
Spread of Holdings:
No. of Holders
No. of Shares
Percentage of Issued
Capital %
1 – 1,000
206
26,506
0.01%
1,001 – 5,000
126
398,469
0.14%
5,001 – 10,000
291
2,442,116
0.88%
10,001 – 100,000
811
29,454,055
10.57%
100,000 +
361
246,376,084
88.40%
1,795
278,697,230
100.00%
MARKETABLE PARCEL
There are 788 shareholders with less than a marketable parcel.
RESTRICTED SECURITIES
There are no restricted securities on escrow at the date of this report.
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ASX ADDITIONAL INFORMATION
71
ON-MARKET BUY BACK
At the date of this report, the Company is not involved in an on-market buy back.
20 LARGEST HOLDERS OF EACH CLASS OF QUOTED EQUITY SECURITY
The 20 largest shareholders of ordinary shares:
Position
Name of Shareholder
No. of Ordinary
Shares Held
Percentage of
Issued Shares %
1
Rokamaho Pty Ltd
22,000,000
7.89%
2
KJM Security Pty Ltd
14,015,897
5.03%
3
Via Pastura Limited
7,618,160
2.73%
4
Citicorp Nominees Pty Limited
7,405,058
2.66%
5
Mr Neville Hinrichsen &
Mrs Annette Hinrichsen
5,426,500
1.95%
6
Nah Superannuation Pty Ltd
5,310,200
1.91%
7
Mr Danny Allen Pavlovich
4,530,638
1.63%
8
Steven Schapera
4,359,504
1.56%
9
Neaverson Super Fund Pty Limited
4,208,865
1.51%
10
Mr Gregory Mavin Parker
4,207,130
1.51%
11
Dr Alok Jhamb
4,015,196
1.44%
12*
Mr Victor Kuliveovski
4,000,000
1.44%
12*
RFID Systems Pty Ltd
4,000,000
1.44%
13
Sunset Capital Management Pty Ltd
3,981,539
1.43%
14
Gem Global Yield LLC SCS
3,537,000
1.27%
15
Geoffrey Blackshaw Superannuation Fund
Pty Limited
3,402,500
1.22%
16
Antonio Vergiliana
3,393,997
1.22%
17
BNP Paribas Noms Pty Ltd
2,749,468
0.99%
18
Jeffrey Edwards
2,413,706
0.87%
19
Ms Karen Sarah Hames &
Mr Travis David Kane
2,392,976
0.86%
20
Mr Scott Jungwirth
2,200,000
0.79%
Total
115,168,334
41.32%
Note: * indicates Shareholders are ranked equally in terms of the number of ordinary fully paid
shares held.
For personal use only
ASX ADDITIONAL INFORMATION
72
(C)
QUOTED SECURITIES – WFLO LISTED OPTIONS AT $0.15 EACH, EXPIRY 31 MARCH 2023
SUBSTANTIAL WFLO LISTED OPTIONHOLDERS
The names of the substantial WFLO optionholders listed on the company’s register:
Name of WFLO Optionholder
No. of WFLO Options
Held
Percentage of WFLO
Options %
Rokamaho Pty Ltd
12,536,250
7.74%
Otis Developments Pty Ltd
12,047,829
7.44%
Mr Neville Hinrichsen &
Mrs Annette Hinrichsen
10,512,684
6.49%
Sunset Capital Management Pty Ltd
10,000,000
6.17%
Mr Allan Keith Clarke
8,888,888
5.49%
Total
53,985,651
33.33%
NUMBER OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES AND VOTING RIGHTS
There are 647 holders of WFLO options.
Holders of WFLO options are not entitled to vote at a General Meeting of Members in person, by
proxy or upon a poll, in respect of their option holding.
DISTRIBUTION SCHEDULE OF THE NUMBER OF WFLO LISTED OPTIONS
The distribution of WFLO optionholders is as follows:
Spread of Holdings:
No. of WFLO
Optionholders
No. of WFLO Options
Percentage of Issued
WFLO Options %
1 – 1,000
43
17,796
0.01%
1,001 – 5,000
111
308,668
0.19%
5,001 – 10,000
63
444,908
0.27%
10,001 – 100,000
246
10,495,341
6.48%
100,000 +
184
150,716,721
93.05%
647
161,983,434
100.00%
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ASX ADDITIONAL INFORMATION
73
20 LARGEST HOLDERS OF EACH CLASS OF QUOTED EQUITY SECURITY
The 20 largest holders of WFLO listed options:
Position
Name of WFLO Optionholder
No. of WFLO
Options Held
Percentage
of WFLO
Options %
1
Rokamaho Pty Ltd
12,536,250
7.74%
2
Otis Developments Pty Ltd
12,047,829
7.44%
3
Mr Neville Hinrichsen &
Mrs Annette Hinrichsen
10,512,684
6.49%
4
Sunset Capital Management Pty Ltd
10,000,000
6.17%
5
Mr Allan Keith Clarke
8,888,888
5.49%
6
Happy Felix Pty Ltd
5,862,000
3.62%
7
RFID Systems Pty Ltd
7,179,971
4.43%
8
Black Wind Pty Ltd
3,350,000
2.07%
9
Nah Superannuation Pty Ltd
2,550,134
1.57%
10
Mr Danny Allen Pavlovich
2,507,605
1.55%
11
BNP Paribas Nominees Pty Ltd
2,283,846
1.41%
12
Mr Christopher John Middleton
2,200,000
1.36%
13
Mr Victor Kuliveovski
2,000,000
1.23%
14
Norris SMSF Pty Ltd
1,799,464
1.11%
15
Dr Alok Jhamb
1,666,667
1.03%
16
Mr Samuel Anthony Hawkins
1,599,000
0.99%
17
Desert Monkey
1,588,512
0.98%
18
Mr Pradeep Raghavan
1,541,182
0.95%
19*
Via Pastura Limited
1,500,000
0.93%
19*
Baowin Investments Pty Ltd
1,500,000
0.93%
20
Jrar Pty Ltd
1,481,567
0.91%
Total
94,595,599
58.40%
Note: * indicates Optionholders are ranked equally in terms of the number of WFLO listed options
held.
For personal use only
ASX ADDITIONAL INFORMATION
74
(C)
QUOTED SECURITIES – WFLOA LISTED OPTIONS AT $0.20 EACH, EXPIRY 23 FEBRUARY
2024
SUBSTANTIAL WFLOA LISTED OPTIONHOLDERS
The names of the substantial WFLOA optionholders listed on the company’s register:
Name of WFLOA Optionholder
No. of WFLOA
Options Held
Percentage of
WFLOA Options %
Celtic Capital Pty Ltd
13,435,000
40.93%
CPS Capital No 5 Pty Ltd
3,958,334
12.06%
Rokamaho Pty Ltd
2,000,000
6.09%
Total
19,393,334
59.08%
NUMBER OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES AND VOTING RIGHTS
There are 124 holders of WFLOA options.
Holders of WFLOA options are not entitled to vote at a General Meeting of Members in person, by
proxy or upon a poll, in respect of their option holding.
DISTRIBUTION SCHEDULE OF THE NUMBER OF WFLOA LISTED OPTIONS
The distribution of WFLOA optionholders is as follows:
Spread of Holdings:
No. of WFLOA
Optionholders
No. of WFLOA
Options
Percentage of Issued
WFLOA Options %
1 – 1,000
-
-
-
1,001 – 5,000
2
5,362
0.02%
5,001 – 10,000
3
25,128
0.08%
10,001 – 100,000
83
3,609,574
11.00%
100,000 +
36
29,180,449
88.90%
124
32,820,513
100.00%
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ASX ADDITIONAL INFORMATION
75
20 LARGEST HOLDERS OF EACH CLASS OF QUOTED EQUITY SECURITY
The 20 largest holders of WFLOA listed options:
Position
Name of WFLOA Optionholder
No. of WFLOA
Options Held
Percentage
of WFLOA
Options %
1
Celtic Capital Pty Ltd
13,435,000
40.93%
2
CPS Capital No 5 Pty Ltd
3,958,334
12.06%
3
Rokamaho Pty Ltd
2,000,000
6.09%
4
Mr Russell Dean Thomson
1,295,635
3.95%
5
Sunset Capital Management Pty Ltd
993,846
3.03%
6
Mr Shannon Damien Aria
735,500
2.24%
7
Altor Capital Management Pty Ltd
534,615
1.63%
8*
Amal Trustees Pty Ltd
512,821
1.56%
8*
Dyamond Trading and Consulting Pty Ltd
512,821
1.56%
9
Mr Geoffrey Todd
500,000
1.52%
10
Scintilla Strategic Investments Limited
463,333
1.41%
11*
Phillip Asset Management Limited
<61 Aust Emerging A/C>
333,333
1.02%
11*
Mr Pragasa Moorthi Krishnasamy
333,333
1.02%
12
Barradevil Pty Ltd
328,808
1.00%
13
Rimoyne Pty Ltd
312,821
0.95%
14
Mr Gregory John Miller
290,000
0.88%
15
Mr Danny Allen Pavlovich
256,410
0.78%
16*
Mr Nathan James Smith & Mrs Kelly Anne Smith
250,000
0.76%
16*
Miss Chung Man Lau
250,000
0.76%
17
Mr Rhett Connolly
230,291
0.70%
18
Mr Allan Keith Clarke
216,667
0.66%
19
Mulloway Pty Ltd
166,667
0.51%
20
Mr Thomas James Boorman &
Mrs Peta Ellen Boorman
150,000
0.46%
Total
94,595,599
58.40%
Note: * indicates Optionholders are ranked equally in terms of the number of WFLOA listed options
held.
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ASX ADDITIONAL INFORMATION
76
(D)
UNQUOTED SECURITIES – UNLISTED OPTIONS AT $0.10 EACH, EXPIRY 19 AUGUST 2023
The number of Unlisted options listed on the company’s register:
Name of Unlisted Optionholder
No. of Unlisted
Options Held
Percentage of
Unlisted Options %
Vale Capital Pty Ltd
4,950,000
80.49%
Via Pastura Limited
1,200,000
19.51%
Total
6,150,000
100.00%
NUMBER OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES AND VOTING RIGHTS
There are 2 holders of Unlisted options.
Holders of Unlisted options are not entitled to vote at a General Meeting of Members in person,
by proxy or upon a poll, in respect of their option holding.
(E)
OTHER DETAILS
COMPANY SECRETARY
The name of the Company Secretary is Henko Vos.
ADDRESS AND TELEPHONE DETAILS OF THE COMPANY’S REGISTERED AND ADMINISTRATIVE
OFFICE:
254 Oxford Street
Leederville WA 6007
Telephone: +61 8 9443 3011
Facsimile: +61 8 9443 9960
ADDRESS OF THE OFFICE AT WHICH A REGISTER OF SECURITIES IS KEPT:
Automic Pty Ltd
Level 5, 191 St Georges Terrace
Perth WA 6000
SECURITIES EXCHANGE ON WHICH THE COMPANY’S SECURITIES ARE QUOTED:
The Company’s listed equity securities are quoted on the Australian Securities Exchange (ASX:
WFL).
REVIEW OF OPERATIONS
A review of operations is contained in the Directors’ Report.
CONSISTENCY WITH BUSINESS OBJECTIVES
The Company has used its cash and assets in a form readily convertible to cash that it had at the
time of listing in a way consistent with its stated business objectives.
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