CLUEY LTD

Cluey Ltd Appendix 4E Preliminary final report

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1. Company details

Name of entity: Cluey Ltd ABN: 65 644 675 909 Reporting period: For the period ended 30 June 2021

Details of the reporting period and previous corresponding period

Cluey Ltd ('Cluey' or the 'Company') was incorporated on 28 September 2020 and was inactive until 3 December 2020, when it acquired Quartet Education Holdings Pty Ltd and its subsidiaries (forming the 'Group'). Therefore, the Group’s consolidated financial results reflect the period from 3 December 2020 to 30 June 2021. The trading results of the subsidiaries before that date are not included in the results as the acquisition of the subsidiaries was classed as a Group Reorganisation. There is no corresponding reporting period.

2. Results for announcement to the market

Statutory - being 3 December 2020 to 30 June 2021	$	%
Revenues from ordinary activities	10,072,911		-
Loss from ordinary activities after tax attributable to the owners of Cluey Ltd	(11,907,611)		-
Loss for the period attributable to the owners of Cluey Ltd	(11,907,611)		-
Annual Pro forma - being 1 July 2020 to 30 June 2021	$	%
Revenues from ordinary activities	15,869,591		-
Loss for the period including IPO and transaction costs	(38,944,106)		-

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The loss for the Group after providing for income tax amounted to $11,907,611.

Refer to the attached Directors' report and Financial statements for further commentary and key financial highlights.

3. Net tangible assets

Net tangible assets per ordinary security Calculated as follows: Net assets Less: Intangibles Net tangible assets Total shares issued, net of Treasury Shares	Reporting period Cents 20.98
	Group 30 Jun 2021 $ 25,584,505 (1,342,622)
	24,241,883
	115,554,188

Cluey Ltd Appendix 4E Preliminary final report

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4. Control gained over entities

Name of entities (or group of entities) Quartet Education Holdings Pty Ltd and its subsidiaries Date control gained 3 December 2020

$

Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities before income tax during the period (where material) (10,525,471)

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

10. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements have been audited and an unmodified opinion has been issued.

11. Attachments

Details of attachments (if any):

The Directors' report and Financial statements of Cluey Ltd for the period ended 30 June 2021 is attached.

Cluey Ltd Appendix 4E Preliminary final report

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12. Authorised for release by the Board of Directors

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Signed _________

Date: 30 August 2021

Robert Gavshon Chairman Sydney

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ABN 65 644 675 909

Directors' report and Financial statements - 30 June 2021

Cluey Ltd
Contents
30 June 2021
Directors' report	2
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	53
Independent auditor's report to the members of Cluey Ltd	54

Cluey Ltd Directors' report 30 June 2021

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Cluey Ltd (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the period ended 30 June 2021.

The Company was incorporated on 28 September 2020 and was inactive until 3 December 2020, when it acquired Quartet Education Holdings Pty Ltd and its subsidiaries. Therefore, the Group’s financial results reflect the period from 3 December 2020 to 30 June 2021. The trading results of the subsidiaries before that date are not included in the results as the acquisition of the subsidiaries was classed as a Group Reorganisation. There is no previous corresponding reporting period. Refer to 'Significant changes in the state of affairs' below for further details.

Directors

The following persons were directors of Cluey Ltd during the whole of the financial period (commencing on 28 September 2020, the date the Company was incorporated) and up to the date of this report, unless otherwise stated:

Robert Gavshon - Chairman Mark Rohald - Chief Executive Officer Professor Ian Young* Michael Stibbard (appointed 9 December 2020) Louise McElvogue (appointed 9 December 2020)

Appointed at date of incorporation

Principal activities

During the financial period the principal continuing activity of the Group was educational technology providing the development of online tutoring and educational support.

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Significant changes in the state of affairs

Group reorganisation

On 3 December 2020, Cluey Ltd acquired Quartet Education Holdings Pty Ltd and its subsidiaries. The acquisition did not meet the definition of a business combination in accordance with AASB 3 'Business Combinations'.

Instead, the combination has been treated as a group reorganisation, through an accounting policy choice using the common control method, as follows:

The assets and liabilities of the combining entities are reflected at their carrying amounts. No adjustments have been made to reflect their fair values, or recognise any new assets or liabilities, that would otherwise be required under AASB 3.
No goodwill has been recognised as a result of the combination.
A common control reserve is created for the difference between the fair value of the purchase consideration of $110,955,249 and the carrying value of the assets and liabilities acquired.
The statement of profit or loss and other comprehensive income reflects the results of the combined entities from 3 December 2020 to 30 June 2021.

Admission to the Australian Securities Exchange ('ASX')

The Company completed an Initial Public Offering ('IPO') and was admitted to the ASX on 9 December 2020. $30 million was raised in December 2020 from the issue of 25.1 million new shares. The cash raised will be used to fund Cluey’s growth strategy, including investment in sales and marketing, product development and operations.

Coronavirus (COVID-19)

‑ ‑ The closure and disruption to school based education during COVID 19 has generally resulted in an increase in demand for Cluey’s online tutoring services. The Group did not claim JobKeeper subsidies from the Australian Government as the eligibility criteria were not met.

Prior to the group reorganisation, Cluey Learning Pty Ltd received a total of $100,000 cash flow boost from the Australian Tax Office.

There were no other significant changes in the state of affairs of the Group during the financial period.

Cluey Ltd Directors' report 30 June 2021

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Review of operations

Overview of operations

Cluey is an educational technology company, providing personalised online tutoring and educational support to school students in Australia. Cluey's integrated technology platform offers students in K-12 access to:

1 to 1 or small group tutoring with a skilled tutor;
an online, live and interactive learning environment;
professionally designed education content mapped to the Australian curriculum in each state, designed by an experienced education faculty;
learning platform which gathers a large quantity of learning data for each student to support their learning and ensure the quality of their learning experience;
practice and revision between tutoring sessions; and
comprehensive feedback and reporting (including full recording of tutoring sessions).

During the period, Cluey delivered learning sessions in Mathematics, English and Chemistry.

Statutory financial results for the period from 3 December 2020 to 30 June 2021

The consolidated statement of profit or loss includes the results of the Group from the date the Company acquired the operating subsidiaries, being 3 December 2020, to 30 June 2021. During this period there has been significant growth in the Cluey business. The key financial metrics include:

Revenue from services rendered of $10.1 million, driven by significant growth in new students and student sessions
Gross Profit (revenue less tutor costs) of $5.5 million, and Gross Profit Margin of 55%
Marketing spend of $5.7 million including increased investment in media and brand activity to accelerate future growth
Employee benefits expense of $8.1 million including increased headcount to support growth
Net loss from operating activities of $10.6 million (excluding IPO related costs), and $11.9 million total loss
IPO related costs of $1.3 million, excluding equity raise costs of $1.9 million the latter of which are deducted from equity
Total cash held as of 30 June 2021 of $28.0 million

Revenue and Key Performance Indicators ('KPIs')

In the second half of the 2021 financial year ('H2FY2021') revenue increased by 167% to $9.4 million, compared to the prior corresponding period ('H2FY2020') ('PCP'). The KPIs which impacted revenue were:

123% increase in New Students (with a session) compared to PCP, to 11,605
157% increase in student sessions compared to the PCP, to 149,340
4% increase in average revenue per session, noting that over the same period, small group student sessions, which are 38% lower priced than one-to-one sessions, increased by 352% to 18,687.

Other highlights

Cluey selected for NSW Government school tutoring program

In June 2021, the Company announced it was one of four providers chosen to deliver the New South Wales Government’s COVID intensive learning support program (COVID ILSP). The four approved providers were subject to a rigorous procurement process to provide services.

Cluey’s participation in the $337 million program is expected to commence in high priority schools in 2021.

Cluey expects to deliver this program to a range of schools and has invested in school-specific customer acquisition capabilities to support this initiative. This includes the appointments of a Head of School Partnerships to focus on sales and marketing, and staff to support schools, facilitate onboarding and program management.

New Zealand launch

Since year end, the Company also announced its first launch in offshore markets, with Cluey’s expansion into New Zealand. The services will soft launch in the second quarter of FY2022 ('Q2FY2022'), with a full rollout planned for Q3FY2022. New Zealand represents an opportunity to expand Cluey’s addressable market and validate the Company’s capabilities to extend its operations across multiple geographies, time zones and currencies, and with different curricula.

Cluey Ltd Directors' report 30 June 2021

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Cluey anticipates the New Zealand market could contribute between 10-15% incremental revenue to Cluey over time. Customer acquisition, activation and retention will primarily be driven via Cluey’s existing sales and marketing resources, capabilities, and strategies. Cluey will augment its existing inbound Call Centre personnel with some New Zealand based operators to assist with higher volume of leads. Cluey will utilise all its existing technology and platforms to deliver the service, using localised learning programs and content aligned to the New Zealand curriculum and delivered by New Zealand tutors.

Annual financial information from 1 July 2020 to 30 June 2021 ('FY2021')

The statutory Group results for the period are from 3 December 2020, being the date the Company acquired the operating subsidiaries. Annual financial results are provided and shown below as if the acquisition of Quartet Education Holdings Pty Ltd and its subsidiaries had occurred on 1 July 2020. Reference is also made to the Prospectus dated 23 October 2020 ('the Prospectus') which includes historical financial data of the operating subsidiaries, as well as forecast FY2021 results for the Group from 1 July 2020 to 30 June 2021.

Pro forma financial results in the Prospectus and in this report refer to Annual and Statutory financial information which have been adjusted and normalised for costs related to the IPO and group reorganisation.

Annual and pro forma consolidated statement of profit or loss: FY2021 vs FY2020

KPIs for the year ended 30 June 2021[(1)] vs year ended 30 June 2020[(2)]

250,613 Student Sessions delivered in FY2021 (198% increase on PCP)[(3)]
$15.9 million in Revenues achieved in FY2021 (226% increase on PCP)
54% Gross Profit Margin achieved in FY2021 (13% improvement on PCP%)
$563 Variable CAC[(4)] per student achieved in FY2021 (28% improvement on PCP)

Cluey Ltd Directors' report 30 June 2021

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Profit and Loss for the year ended 30 June 2021 vs year ended 30 June 2020[(2)]

Statement of profit or loss Revenue from services rendered Cost of sales Gross Profit Gross Profit Margin % Operating expenses Marketing expenses Occupancy expenses Administration expenses Employee benefits expenses Total operating expenses Other income Interest revenue Total other income Pro forma Annual Operating loss before specific items(11) *Specific items including IPO and related costs* Covid-19 Cash Boost income IPO and capital raise costs Employee Gift Share Offer Share based payment expenses Interest expense on convertible loan notes ('CLNs') Net fair value loss on financial instruments Total specific items Loss before income tax expense Income tax expense Loss after income tax for the period	12 months to 30 Jun 2021 (FY2021) $ 15,869,591 (7,255,638)	12 months to 30 Jun 2020 (FY2020) $ 4,869,426 (2,539,623)
	8,613,953	2,329,803
	54% (8,035,647) (200,246) (3,496,670) (13,227,140)	48% (4,427,428) (350,418) (2,264,800) (10,304,564)
	(24,959,703)	(17,347,210)
	308,990 146,120	294,744 160,496
	455,110	455,240

	(15,890,640)	(14,562,167)
	50,000 (1,747,664) (66,282) (936,926) (6,027,520) (14,325,074)	50,000 (519,261) - - (201,434) -
	(23,053,466)	(670,695)

	(38,944,106)	(15,232,862)
	-	-
	(38,944,106)	(15,232,862)

Revenue from services rendered

Revenue has grown significantly by 226% from $4.9 million in FY2020 to $15.9 million in FY2021. Revenue growth has been driven by:

New students[(5)] in FY2021 of 17,832, an increase of 134% on FY2020
Student sessions in FY2021 of 250,613, an increase of 198% on FY2020
Average revenue per session in FY2021 of $63.32, an increase of 9% on FY2020
Active students[(6)] in H2 FY2021 of 15,543, an increase of 131% on 6,722 Active students in H2 FY2020

Cost of sales

Cost of sales includes payments to tutors for their services in the provision of online tutoring. Tutor costs increased by 186% to $7.3 million in FY2021 compared to FY2020. Revenue growth (226%) exceeded the growth in tutor costs primarily due to the increase in small group sessions. Small group sessions, launched in January 2020, including up to four students in the same session with one tutor, increased to 12% of total student sessions in the year to 30 June 2021. This contributed to an increase in Gross Profit Margin, which increased to 54% in FY2021 from 48% in FY2020.

Cluey Ltd Directors' report 30 June 2021

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Operating expenses

Direct marketing expenses increased 81% from $4.4 million in FY2020 to $8.0 million in FY2021, of which $0.9 million of this was invested in brand spend to develop Cluey’s long-term brand equity.
Administration expenses increased 54%, mostly due to IT costs associated with the investment in remote working capability, new product development and increased public company, audit, and compliance costs post listing.
Employee benefits expense, excluding share-based payments issued in conjunction with the IPO, increased 28% from $10.3 million in FY2020 to $13.2 million in FY2021. Full time equivalent ('FTE') increased 21% from 97.5 in June 2020 to 118.4 in June 2021. 10.0 FTE were added to the sales team and 10.3 FTE were added to the customer support team to manage and support the increase in forecast student enrolments and student sessions. These increases were partially offset by $0.8 million of employee benefit expenses capitalised as intangible assets (refer note 13 of the financial report for further details).

Variable acquisition expenditure[(4)]

Total variable acquisition expenditure, which includes direct marketing expenses, Learning Advisor (sales) employment costs and commissions, increased by 67% from $6.0 million in FY2020 to $10.0 million in FY2021 delivering an increase of 134% in new students.
Variable acquisition expenditure per new student decreased by 28% from $787 in FY2020 to $563 for FY2021 due to ongoing optimisation of online and media channels, process and performance improvements in the sales team and increasing benefits associated with brand activities.

IPO and related costs

IPO and capital raise costs of $1.7 million were incurred in FY2021 upon listing on the ASX. $1.3 million relate directly to the IPO. In addition to the $1.7 million of expensed costs, the Group also capitalised equity raising costs of $1.9 million related to the issue of 25.1 million new shares.
Share-based payment expense of $0.9 million relates to the issue of shares to employees prior to the Group reorganisation in anticipation of the IPO.
Prior to the IPO, the Company, through its wholly owned subsidiary Quartet Education Holdings Pty Ltd, converted $20.5 million of convertible loan notes (‘CLNs’) to equity. On conversion, interest of $6.2 million was due and paid to CLN holders in November 2020.
$14.3 million of fair value loss relates to the accounting revaluation which occurred immediately prior to the conversion of CLNs on 30 November 2020. 10,751,977 CLNs issued at a price of $1.9102, converted into 10,751,977 ordinary shares in Quartet Education Holdings Pty Ltd, prior to converting into 29,052,917 ordinary shares in Cluey Ltd following a share split of 2.7021 for each ordinary share held. At the IPO issue price of $1.20 per share, the value of these shares was $34.9 million. The net fair value loss was calculated as the difference between the value of these shares on IPO and the value of the underlying CLNs of $20.5 million.

Annual and pro forma consolidated statement of profit or loss: FY2021 actual vs FY2021 Forecast[(7)]

KPIs for the year ended 30 June 2021 vs forecast

250,613 Student Sessions delivered in FY2021 (4% increase on forecast of 241,348 sessions)
$15.9 million in revenues achieved in FY2021 (3% increase on forecast of $15.5 million revenue)
54% Gross Profit Margin achieved in FY2021 (consistent with forecast of 54%)
$563 Variable CAC per student achieved in FY2021 (1% improvement on forecast Variable CAC of $571 per student)

Cluey Ltd Directors' report 30 June 2021

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Profit and Loss for the year ended 30 June 2021 vs forecast

Statement of profit or loss Revenue from services rendered Cost of sales Gross profit Gross Profit Margin % Operating expenses Marketing expenses Occupancy expenses Administration expenses Employee benefits expenses Total operating expenses Other income Interest revenue Total other income Pro forma Annual Operating loss before specific items *Specific items including IPO and related costs* Covid-19 Cash Boost income IPO and capital raise costs Employee Gift Share Offer Share based payment expenses Interest expense on CLNs Net fair value loss on financial instruments Total specific items Loss before income tax expense Income tax expense Loss after income tax for the period	FY2021 Actual $ 15,869,591 (7,255,638)	FY2021 Forecast $ 15,474,966 (7,152,952)
	8,613,953	8,322,014
	54% (8,035,647) (200,246) (3,496,670) (13,227,140)	54% (6,622,126) (336,000) (2,901,962) (12,258,643)
	(24,959,703)	(22,118,731)
	308,990 146,120	290,000 136,177
	455,110	426,177

	(15,890,640)	(13,370,540)
	50,000 (1,747,664) (66,282) (936,926) (6,027,520) (14,325,074)	50,000 (1,950,856) (90,217) (1,182,346) (6,190,801) (10,201,476)
	(23,053,466)	(19,565,696)

	(38,944,106)	(32,936,236)
	-	-
	(38,944,106)	(32,936,236)

Revenue, Cost of Sales and Gross Profit

FY2021 actual revenue of $15.9 million exceeded forecast by 3% ($0.4 million) as a direct result of a 4% increase in student sessions to 250,613 compared to forecast of 241,348.
Actual cost of sales increased in line with revenue, achieving the forecast gross margin of 54%.
Gross Profit of $8.6 million exceeded forecast by 4% ($0.3 million)

Cluey Ltd Directors' report 30 June 2021

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Operating expenses

Marketing expenses of $8.0 million were $1.4 million (21%) above forecast and represented additional investments of:
$0.9 million in Brand, the majority spent in H2FY2021 to develop Cluey’s long-term brand equity, and
$0.5 million in Media and direct response marketing focused on short term customer acquisition, which took advantage of additional media inventory available at or below forecast Variable CAC per new student
Notwithstanding the increase in total marketing expenses, Variable CAC per new student of $563 was 1% better than forecast Variable CAC per student of $571.
Administration expenses of $3.5 million exceed forecast by $0.6 million (20%) due to IT spend, including increased investment in remote working capabilities and investment in new product development and technology to roll out new services (including Schools and New Zealand).
Employee benefits expense of $13.2 million exceeded forecast by $1.0 million (8%) primarily due to additional Sales and Customer Support resources in anticipation of a step-change in students and sessions in FY2022, and $0.5 million FY2021 short-term incentive bonuses and $0.3 million of share-based payment expense, both of which were not included in the forecast as the amounts could not be accurately measured at the time of preparing the forecast. This was partially offset by $0.8 million of employee benefit expenses capitalised as intangible assets (refer note 13 of the financial report for further details).

IPO and related costs

IPO and capital raise costs of $1.7 million were below forecast by $0.2 million (10%) due to lower than forecast advisor fees ($0.1 million) and the forecast contingency of $0.1 million not being required.
Share based payment expense (issued in conjunction with the IPO) and interest on CLNs were marginally below forecast due to differences between the forecast calculation and actual expense calculated.
The net fair value loss on financial instruments of $14.3 million exceeded the forecast loss of $10.2 million by $4.1 million (40%) due to the final accounting valuations applied to the Cluey shares issued on conversion. The forecast assumption was based on the IPO shares being issued at the mid-point of the valuation range, whereas the final valuation was set at the top of the valuation range.

Reconciliation to Prospectus Forecast Net Profit After Tax ('NPAT') for the year ended 30 June 2021

NPAT Pro forma annual Operating loss before specific items - per table above Incremental public company costs(8) Executive's salary reductions(9) COVID-19 salary reductions(10) Proforma NPAT per Prospectus	$'000 (13,371) (342) (393) (662)
	(14,768)

Balance sheet

Actual cash at 30 June 2021 was $28.0 million, below forecast cash per the Prospectus of $30.9 million. The difference of $2.9 million was a result of:

Reduction in accounts payable and accruals compared to forecast of $0.9 million.
$1.4 million additional investment in media and brand (marketing) as explained above.
$0.6 million additional investment in technology as explained above.
$0.4 million additional spend on Sales and Customer Support resources in anticipation of step-change in students and sessions in FY2022

These were offset by $0.4 million increased revenue receipts compared to Prospectus forecast.

Cluey Ltd Directors' report 30 June 2021

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Footnotes for review of operations:

(1) KPIs are presented for the twelve-month period as if the Company had acquired Quartet Education Holdings Pty Ltd and its operating subsidiary, Cluey Learning Pty Ltd on 1 July 2020.
(2) As per the Quartet Education Holdings Pty Ltd 30 June 2020 Audited Annual Report
(3) Prior corresponding period
(4) Variable CAC (customer acquisition costs) per student is a non-IFRS measure used for management purposes which represents variable acquisition expenditure for a period divided by new students with a session in the same period. Variable acquisition expenditure is calculated based on Media marketing expenses of $7.7 million (including brand spend), plus learning advisor (sales) employment costs and commission of $2.3 million (included in employee benefits expense).
(5) New students who have completed at least one session, i.e., does not include new enrolled students yet to complete their first session.
(6) Active students represent the number of students who completed at least one session in the period.
(7) Being the FY2021 annual forecast provided in the Prospectus
(8) Incremental public company costs include the incremental expenditure required to be a publicly listed company including Board, listing and ASX fees. These costs are added back in the Prospectus as if the Company had been listed since July 2020.
(9) Executives’ salary reductions related to voluntary pay reductions of certain executives to preserve cash. These costs are added back in the Prospectus as if they had been paid in the periods the restrictions were made.
(10) COVID-19 salary reductions relates to the reduced salary expense as a result of a company-wide reduction in salaries for all permanent employees earning over $50,000, due to the uncertain impacts of COVID-19 on the Company and its ability to raise capital. Salary reductions were normalised 1 December 2020. These costs are added back in the Prospectus as if they had been paid in the periods the reductions were made.
(11) Specific items comprise IPO and group reorganisation costs and Cash Boost income

Matters subsequent to the end of the financial period

On 30 August 2021, the Company announced that it has entered into a binding agreement to acquire 100% of the shares of Codecamp Holdings Pty Ltd ('Code Camp'), a business located in Sydney, NSW and operating throughout Australia. The acquisition is subject to customary conditions precedent including no material adverse change by the completion date and is expected to complete on 1 October 2021. Consideration for the transaction will include payment of $1.3 million in cash, the issue of $6.7 million in ordinary shares of the Company, due on completion.

On 30 August 2021, the Company also announced a $12 million share placement for the issue of ordinary shares in the Company to institutional and sophisticated investors. The placement will be used to support the acquisition and growth of Code Camp and assist in funding additional growth opportunities. A further $2 million Share Purchase Plan available to Eligible shareholders has also been announced on 30 August 2021 and is expected to be completed by early October 2021.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Business strategies and likely developments and expected results of operations

Cluey’s business strategies are focused on opportunities to expand its offerings, including new subjects, a wider range of learning supports, multiple service configurations, extension into other education segments and international markets. Cluey’s commitment is to make a positive difference to school children’s outcomes and attitudes to learning.

During FY2022, the Company will continue to expand its product and service offerings via:

Expansion into New Zealand as described earlier in this report under ‘Review of Operations’;
Rolling out of B2B Schools initiative (NSW Department of Education program) as described earlier in this report under ‘Review of Operations’;
Scaling the core, expansion into adjacent subject areas and enhanced senior secondary offering; and
Strategic mergers and acquisitions ('M&A') activity.

Likely developments and expected results of operations

Cluey’s strong growth is continuing into FY2022, with the Company achieving record new students, student sessions and revenue in July and August 2021.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Cluey Ltd Directors' report 30 June 2021

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Information on directors

Name: Title: Qualifications: Experience and expertise:

Robert Gavshon, AM

Chairman and Non‑Executive Director Bachelor of Commerce, Bachelor of Law Robert migrated to Australia from South Africa in 1978 where he was a partner in a large law firm. Shortly after arrival in Australia, he was appointed Group General Counsel and Director of Corporate Affairs with worldwide responsibility for a multinational corporation listed on the ASX.

Robert later became a significant shareholder in and served as a director of public companies including Executive Deputy Chairman of Barbeques Galore Ltd, a Nasdaq listed company and Rebel Sport listed on the ASX.

He has also been involved in several successful equity ventures where he took Board and advisory roles including Oporto, Hipages and The Optical Company. Robert has been engaged in the education sector for over two decades and was a shareholder in and Chairman of Think Education Group and Open Colleges until their sale. He has also occupied leading positions in the not‑for‑profit sector. In 2019 Robert was recognised as a Member of the Order of Australia (AM) for his services to education, business and community.

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chairman Member of Audit and Risk Committee and Remuneration Committee Interests in shares: 9,453,769 fully paid ordinary shares Interests in options: None Interests in rights: None

Name: Mark Rohald Title: Chief Executive Officer and Executive Director Qualifications: Bachelor of Commerce and Bachelor of Commerce with Honours (Economics) Experience and expertise: Mark co‑founded Cluey in 2017 and has been the CEO of Cluey since its inception. Mark has 30 years of experience in private education and training in the UK, South Africa, Canada and Australia. He has founded a number of private and publicly listed education and EdTech companies. He has served as a Board member of more than ‑ 30 education organisations across the K 12, Vocational and Higher Education ‑ segments. Previously, Mark was the co founder and Director of Educor, one of the largest private education companies in the world, listed on the JSE and NASDAQ.

Mark was the co‑founder and Joint CEO of the Think Education Group – a significant ‑ Australian provider of campus based vocational and higher education. In 2010, Mark co‑founded the Open Colleges Group which developed into the largest private provider of online learning in Australia.

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chief Executive Officer Interests in shares: 14,613,680 fully paid ordinary shares Interests in options: None Interests in rights: None

Cluey Ltd Directors' report 30 June 2021

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Name: Professor Ian Young Title: Independent Non‑Executive Director Qualifications: Bachelor of Engineering (Honours) in Civil Engineering, Master of Engineering Science in Coastal Engineering and PhD in Coastal Engineering Science. Experience and expertise: Ian has over 20 years’ experience in the higher education sector. He was previously ‑ the Chief Executive (Vice Chancellor) of the Australian National University and Swinburne University of Technology and has also held several senior faculty and teaching positions across a range of tertiary institutions.

Experience and expertise:

Ian also has extensive experience with boards in the education, government and research sectors. He was previously the Chair of the Group of Eight universities, VERNet and Education Australia and has held board member positions at the Australian Research Council, IDP Education and Online Education Services.

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of Remuneration Committee Interests in shares: None Interests in options: None Interests in rights: None

Name: Michael Stibbard Title: Independent Non‑Executive Director Qualifications: Bachelor of Commerce Experience and expertise: Michael has over 40 years’ experience in the accounting profession. He was an audit and business consulting partner with Horwath NSW Pty Limited, Chartered Accountants for 23 years and managing partner for 6 of those years. When the company merged with Deloitte in February 2007, he continued to act as an audit and business consulting partner until his retirement from the firm in September 2017.

Since leaving Deloitte, Michael has continued to provide business advisory services.

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chair of Audit and Risk Committee Interests in shares: None Interests in options: None Interests in rights: None

Cluey Ltd Directors' report 30 June 2021

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Name: Louise McElvogue Title: Independent Non‑Executive Director Qualifications: Bachelor of Communications, Masters Creative & Life Writing, Fellow and Graduate of the Australian Institute of Company Directors (FAICD) Experience and expertise: Louise is an accomplished director and academic professor with experience across the healthcare, media, cybersecurity, technology, consumer, government and education industries. She has more than 25 years’ experience in the media and technology sectors, and has held senior roles in digital, marketing and strategy in Europe, Australia and the USA.

Louise is a non-executive director of Healthdirect Australia (Federal and State Governments), a member of the National Education Advisory Panel of the Australian Institute of Company Directors and a director of Halo Technologies and the Australian Physiotherapy Association. She previously served as a director of 1st Group (ASX: 1st), WhiteHawk (ASX: WHK), Sydney Living Museums (NSW Government) and on the Federal Government’s Convergence Review Committee as a digital expert reviewing media and technology regulation.

In the education sector, Louise was an Industry Professor of Marketing and Digital at UTS Business School until 2021 before moving to an Adjunct Professor role and previously served as the Chair of the UTS Faculty of Arts and Social Sciences Advisory Board.

Other current directorships: None Former directorships (last 3 years): 1st Group (ASX: 1ST), WhiteHawk (ASX: WHK) Special responsibilities: Member of Audit and Risk Committee and Chair of Remuneration Committee Interests in shares: 12,500 fully paid ordinary shares Interests in options: None Interests in rights: None

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

Interests in shares, options and rights of each Director in the share capital of the Company are as notified by the Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001 at the date of this report. Relevant interests under the Corporations Act (2001) differ from the disclosure required under Australian Accounting Standards as presented in the Remuneration Report.

Company secretary

Greg Fordred, Bachelor of Business, Chartered Accountant (CAANZ), Chartered Secretary (AGIA ACG), Graduate Diploma Company Secretarial Practice (GradDipCSP), Graduate Diploma Corporate Governance ASX Listed Entities (GradDip CGALE), AAICD.

Greg Fordred is a co-founding Executive and CFO and Company Secretary of Cluey. Greg has over 21 years’ experience in executive and senior finance positions with companies in the Financial Services and Education sectors. In the last 16 years, Greg held CFO and Company Secretary positions at Open Colleges, Think Education Group and Kaplan Australia.

Cluey Ltd Directors' report 30 June 2021

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Meetings of directors

The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the period ended 30 June 2021, and the number of meetings attended by each director were:

	Full Board	Full Board		Remuneration	Committee	Audit and Risk	Committee
	Attended	Held		Attended	Held	Attended	Held
Robert Gavshon		5	5	2	2	2	2
Mark Rohald		5	5	-	-	-	-
Professor Ian Young		5	5	2	2	-	-
Michael Stibbard		5	5	-	-	2	2
Louise McElvogue		5	5	2	2	2	2

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Remuneration report (audited)

The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. The remuneration report has been prepared for the period from when the Group was formed on 3 December 2020 to 30 June 2021.

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.

The remuneration report is set out under the following main headings:

Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration

The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered noting that Cluey is in the start-up phase and has a corporate objective to achieve positive operational cashflow. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency

A Remuneration Committee was formed in the period and is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel whilst achieving the strategic and corporate objectives.

The Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group.

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

having economic profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives

Cluey Ltd Directors' report 30 June 2021

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Additionally, the reward framework should seek to enhance executives' interests by:

balancing start-up risk and the need to preserve cash
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-executive directors' remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments will be reviewed annually by the Remuneration Committee. The Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The Chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of their own remuneration. Non-executive directors do not receive share options or other incentives.

ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was made prior to listing and detailed in the Prospectus dated 23 October 2020. The shareholder (pre-listing) approved a maximum annual aggregate remuneration of $500,000 for non-executive directors.

Executive remuneration

The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

The executive remuneration and reward framework has four components:

base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Remuneration Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations.

The short-term incentives ('STI') program is designed to align the targets of the business with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include growth, monetisation, engagement and business sustainability.

The long-term incentives ('LTI') include long service leave and share-based payments. Options and Performance Rights are awarded to executives as part of the Omnibus Incentive Scheme. Options granted vest over a period of three years based on service conditions. Performance rights granted vest on the achievement of long-term incentive measures. These include achieving positive operational cashflow. The Remuneration Committee reviewed the long-term equity-linked performance incentives specifically for executives during the period ended 30 June 2021. While the Company remains in a net operating cash outflow position, the Remuneration Committee has agreed that Executive remuneration should be weighted more toward non-cash LTI.

Group performance and link to remuneration

Remuneration for certain individuals is directly linked to the performance of the Group through the STI program. A portion of cash bonus and incentive payments are dependent on defined revenue and gross profit measures being met. The Remuneration Committee also has the discretion to settle bonus and incentive payments through the issue of equity instruments (such as shares or options) and / or the repayment of existing loans associated with Treasury shares. Refer to the section 'Additional information' below for details of the earnings.

Cluey Ltd Directors' report 30 June 2021

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Use of remuneration consultants

The Group has not engaged any remuneration consultants during the period, although the Remuneration Committee purchased an independent consultants’ report on Executive remuneration benchmarking as part of the remuneration review process.

Details of remuneration

The key management personnel ('KMP') of the Group consisted of the following directors of Cluey Ltd:

Robert Gavshon - Chairman
Mark Rohald - Chief Executive Officer
Professor Ian Young
Michael Stibbard (appointed 9 December 2020)
Louise McElvogue (appointed 9 December 2020)

And the following persons:

Greg Fordred - Company Secretary and Chief Financial Officer
Michael Allara - Chief Product Officer
David Jablonski - Chief Technology Officer (to 1 June 2021)
Trevor McDougall - Chief Operating Officer
Dr Selina Samuels - Chief Learning Officer
Matteo Trinca - Chief Customer Officer

Amounts of remuneration

Details of the remuneration of KMP of the Group are set out in the following tables.

Period from 3 Dec 2020 to 30 Jun 2021 Non-Executive Directors:_ Robert Gavshon Professor Ian Young Michael Stibbard Louise McElvogue _Executive Directors: Mark Rohald _Other KMP:_ Greg Fordred Michael Allara David Jablonski Trevor McDougall Dr Selina Samuels Matteo Trinca	Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 45,000 - - 30,000 - - 30,000 - - 30,000 - - 146,833 35,000 (444) 142,666 50,000 5,473 141,667 35,000 4,461 120,833 - 3,846 142,666 60,000 3,994 141,667 35,000 2,032 176,000 35,000 4,260	Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 45,000 - - 30,000 - - 30,000 - - 30,000 - - 146,833 35,000 (444) 142,666 50,000 5,473 141,667 35,000 4,461 120,833 - 3,846 142,666 60,000 3,994 141,667 35,000 2,032 176,000 35,000 4,260	Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 45,000 - - 30,000 - - 30,000 - - 30,000 - - 146,833 35,000 (444) 142,666 50,000 5,473 141,667 35,000 4,461 120,833 - 3,846 142,666 60,000 3,994 141,667 35,000 2,032 176,000 35,000 4,260	Post- employment benefits Super- annuation $ - - - - 13,854 13,458 13,458 11,479 13,458 13,458 16,625	Long-term benefits Long service leave $ - - - - 6,385 6,385 4,378 4,219 4,378 4,096 -	Share- based payments Equity- settled $ - - - - 25,674 23,132 21,860 20,589 21,860 20,589 24,403	Total $ 45,000 30,000 30,000 30,000 227,302 241,114 220,824 160,966 246,356 216,842 256,288
	1,147,332	250,000	23,622	95,790	29,841	158,107	1,704,692

Remuneration for 2021 is presented for the period 3 December 2020 to 30 June 2021 only, being the period since the Group was formed.

** Equity settled option expense relates to options and performance rights the Company intends to grant to Mark Rohald, subject to shareholder approval. The share-based payment expense has been recognised on the basis of a shared understanding that the options and performance rights will be granted.

Remuneration included until ceased as KMP on 1 June 2021. Subsequently ceased employment on 5 August 2021.

Cash bonuses relate to FY2021 and have been accrued at 30 June 2021 and will be paid in September 2021.

Cluey Ltd Directors' report 30 June 2021

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Non-monetary short-term benefits relate to movement in annual leave provisions, and long service leave amounts relate to movements in long service leave provisions.

Share-based payments equity-settled relate to options and performance rights.

No comparative information is presented as the Company was incorporated on 28 September 2020 and the Group was formed on 3 December 2020, prior to listing on 9 December 2020.

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed
	remuneration	At risk - STI	At risk - LTI
	Period from 3	Period from 3	Period from 3
	Dec 2020 to	Dec 2020 to	Dec 2020 to
Name	30 Jun 2021	30 Jun 2021	30 Jun 2021
Non-Executive Directors:
Robert Gavshon	100%	-	-
Professor Ian Young	100%	-	-
Michael Stibbard	100%	-	-
Louise McElvogue	100%	-	-
Executive Directors:
Mark Rohald*	74%	15%	11%
Other KMP:
Greg Fordred	69%	21%	10%
Michael Allara	74%	16%	10%
David Jablonski	87%	-	13%
Trevor McDougall	67%	24%	9%
Dr Selina Samuels	75%	16%	9%
Matteo Trinca	76%	14%	10%

Includes share-based payment expense recognised for options and rights intended to be granted subject to shareholder approval.

Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is determined having regard to the satisfaction of performance measures and weightings as described above in the section 'Group performance and link to remuneration'. The maximum bonus values are established at the start of each financial year and amounts payable are determined by the Remuneration Committee after the audited financial results for the relevant year have been released.

Bonuses payable under the FY2021 STI have been determined by the Remuneration Committee in August 2021, and are payable after the release of the FY2021 audited financial results. The FY2021 STI payable has been recognised in the FY2021 results and included in the remuneration of the relevant KMP.

Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are provided below. The remuneration disclosed for each key management personnel was in place from 1 January 2021 following Cluey’s listing on the ASX.

Name: Mark Rohald Title: Executive Director and Chief Executive Officer Agreement commenced: 1 July 2017 Details: Base salary for the period 1 December 2020 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 6- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non- compete clauses.

Cluey Ltd Directors' report 30 June 2021

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Name: Greg Fordred Title: Chief Financial Officer and Company Secretary Agreement commenced: 1 July 2017 Details: Base salary for the period 1 January 2021 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 3- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses.

Name: Michael Allara Title: Chief Product Officer Agreement commenced: 1 August 2017 Details: Base salary for the period 1 January 2021 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 3- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses. Name: David Jablonski Title: Chief Technology Officer Agreement commenced: 23 August 2017 (ceased employment 5 August 2021) Details: Base salary for the period 1 January 2021 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 3- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses. Name: Trevor McDougall Title: Chief Operating Officer Agreement commenced: 1 August 2017 Details: Base salary for the period 1 January 2021 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 3- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses. Name: Dr Selina Samuels Title: Chief Learning Officer Agreement commenced: 1 November 2017 Details: Base salary for the period 1 January 2021 to 30 June 2021 of $250,000 per annum plus superannuation, to be reviewed annually by the Remuneration Committee. 3- month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses. Name: Matteo Trinca Title: Chief Customer Officer Agreement commenced: 2 July 2018 Details: Base salary for the year ending 30 June 2021 of $300,000 plus superannuation, to be reviewed annually by the Remuneration Committee. 3-month termination notice by either party, cash bonus up to 30% as per Remuneration Committee approval and KPI achievement, non-solicitation and non-compete clauses.

KMP have no entitlement to termination payments in the event of removal for misconduct.

Share-based compensation

Issue of shares

On 3 December 2020, Mark Rohald, Greg Fordred, David Jablonski, Trevor McDougall and Matteo Trinca each received 833 ordinary shares as part of an Employee Gift Offer. The Employee Gift Offer was available to all permanent employees of the Group on completion of the group reorganisation. All participants including the KMP noted received $1,000 of shares for no cost. The value of these gift shares is included in the statutory remuneration of the relevant KMP. A total of 51,646 shares were issued under the Employee Gift Offer.

Cluey Ltd Directors' report 30 June 2021

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Options

The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial period or future reporting years are as follows:

	Number of					Fair value
	options		Vesting date and			per option
Name	granted	Grant date	exercisable date	Expiry date	_Exercise price _	at grant date
Mark Rohald*		- -	-	-	-	-
Greg Fordred	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024
Michael Allara	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024
David Jablonski**	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024
Trevor McDougall	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024
Dr Selina Samuels	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024
Matteo Trinca	300,000 3 May 2021		100,000: 1 July 2022	3 May 2026	$1.1000	$0.5951
			100,000: 1 July 2023
			100,000: 1 July 2024

Options to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 300,000 Options to be granted to Mark Rohald on the same terms outlined above for the other key management personnel.

** David Jablonski ceased employment with Cluey on 5 August 2021 and his options and performance rights have been cancelled as of that date.

Options granted carry no dividend or voting rights.

All options were granted over unissued fully paid ordinary shares in the company. The number of options granted was determined having regard to the base salary of each executive compared to comparable market rates. In order to achieve the Company’s objective of preserving cash, LTIs including options and performance rights have been issued to eligible employees including all key management personnel. Options vest based on the provision of service over the vesting period whereby the executive becomes beneficially entitled to the option on vesting date. Options are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise.

Cluey Ltd Directors' report 30 June 2021

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Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation during the period from 3 December 2020 to 30 June 2021 are set out below:

	Value of	Value of		Value of		Remuneration
	options	options		options		consisting of
	granted	exercised		lapsed		options
	during the	during the		during the		for the
	period	period		period		period
Name	$	$		$		%
Mark Rohald*	178,530		-		-	7%
Greg Fordred	178,530		-		-	7%
Michael Allara	178,530		-		-	7%
David Jablonski**	178,530		-		-	10%
Trevor McDougall	178,530		-		-	6%
Dr Selina Samuels	178,530		-		-	7%
Matteo Trinca	178,530		-		-	6%

As noted, options to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 300,000 Options to be granted to Mark Rohald on the same terms outlined above for the other key management personnel.

David Jablonski ceased employment with Cluey on 5 August 2021 and his options and performance rights have been cancelled as of that date.

Performance rights

The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial period or future reporting years are as follows:

	Number of					Fair value
	rights		Vesting date and		Exercise	per right
Name	granted	Grant date	exercisable date	Expiry date	price	at grant date
Mark Rohald*	-	-	-	-	-	-
Greg Fordred	150,000	3 May 2021	75,000: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			75,000: Achievement of KPI 2
Michael Allara	125,000	3 May 2021	62,500: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			62,500: Achievement of KPI 2
David Jablonski**	100,000	3 May 2021	50,000: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			50,000: Achievement of KPI 2
Trevor McDougall	125,000	3 May 2021	62,500: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			62,500: Achievement of KPI 2
Dr Selina Samuels	100,000	3 May 2021	50,000: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			50,000: Achievement of KPI 2
Matteo Trinca	175,000	3 May 2021	87,500: Achievement of KPI 1	3 May 2026	$0.0000	$1.1500
			87,500: Achievement of KPI 2

Performance rights to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 200,000 Performance Rights to be granted to Mark Rohald on the same terms outlined above for the other key management personnel. ** David Jablonski ceased employment with Cluey on 5 August 2021 and his options and performance rights have been cancelled as of that date.

Performance rights granted carry no dividend or voting rights.

All performance rights were granted over unissued fully paid ordinary shares in the company. The number of performance rights granted was determined having regard to the satisfaction of performance measures as described above in the section 'Group performance and link to remuneration'. Performance rights vest based on the achievement of KPIs outlined in the terms of the grant whereby the executive becomes beneficially entitled to the performance right on the date the KPI is determined to have been achieved. Performance rights are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such performance rights, and no exercise price payable on their potential exercise.

Cluey Ltd Directors' report 30 June 2021

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Values of performance rights over ordinary shares granted, vested and lapsed for directors and other key management personnel as part of compensation during the period ended 30 June 2021 are set out below:

	Value of	Value of		Value of		Remuneration
	rights	rights		rights		consisting of
	granted	vested		lapsed		rights
	during the	during the		during the		for the
	period	period		period		period
Name	$	$		$		%
Mark Rohald*	230,000		-		-	4%
Greg Fordred	172,500		-		-	3%
Michael Allara	143,750		-		-	3%
David Jablonski**	115,000		-		-	3%
Trevor McDougall	143,750		-		-	3%
Dr Selina Samuels	115,000		-		-	2%
Matteo Trinca	201,250		-		-	4%

As noted, performance rights to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 200,000 Performance Rights to be granted to Mark Rohald on the same terms outlined above for the other key management personnel.

David Jablonski ceased employment with Cluey on 5 August 2021 and his options and performance rights have been cancelled as of that date.

Additional information

The earnings of the Group for current reporting period to 30 June 2021, and for the previous financial periods are summarised below:

		Proforma**	Proforma**	Proforma**	Proforma**
	FY2021*	2021	2020	2019	2018
	$’000	$’000	$’000	$’000	$’000
Sales revenue	10,073	15,870	4,869	901	3
Gross profit	5,531	8,614	2,330	293	(30)
Loss after income tax	(11,908)	(38,944)	(16,075)	(11,641)	(5,987)

From group reorganisation on 3 December 2020 to 30 June 2021

** Proforma annual financial information is presented for the consolidated Group including the trading subsidiaries for the period before the group reorganisation and listing for comparison purposes. Further detail of the pro forma financial data is provided in the Operating and Financial Review.

Cluey Ltd Directors' report 30 June 2021

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Additional disclosures relating to key management personnel

Shareholding

The number of shares in the Company held during the financial period by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Ordinary shares Robert Gavshon - Chair Professor Ian Young Michael Stibbard Louise McElvogue Mark Rohald Greg Fordred Michael Allara David Jablonski* Trevor McDougall Dr Selina Samuels Matteo Trinca	Balance at the start of the period 9,372,269 - - - 14,635,270 4,436,552 2,059,301 1,340,343 2,387,925 182,380 700,529	Received as part of remuneration - - - - - - - - - - -	Additions 81,500 - - 12,500 180,493 90,000 - - 60,421 - -	Disposals/ other - - - - - - - (1,340,343) - - -	Balance at the end of the period 9,453,769 - - 12,500 14,815,763 4,526,552 2,059,301 - 2,448,346 182,380 700,529
	35,114,569	-	424,914	(1,340,343)	34,199,140

Additions for Louise McElvogue represented the shares transferred in on the date Ms McElvogue became a Director

** Disposals represents 1,340,343 shares held on date Mr Jablonski ceased being key management personnel

Option holding

The number of options over ordinary shares in the Company held during the financial period by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Options over ordinary shares Robert Gavshon - Chair Professor Ian Young Michael Stibbard Louise McElvogue Mark Rohald Greg Fordred Michael Allara David Jablonski** Trevor McDougall Dr Selina Samuels Matteo Trinca	Balance at the start of the period - - - - - - - - - - -	Granted - - - - - 300,000 300,000 300,000 300,000 300,000 300,000	Exercised - - - - - - - - - - -	Expired/ forfeited/ other - - - - - - - (300,000) - - -	Balance at the end of the period - - - - - 300,000 300,000 - 300,000 300,000 300,000
	-	1,800,000	-	(300,000)	1,500,000

As noted, options and performance rights to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 300,000 Options, and 200,000 Performance Rights to be granted to Mark Rohald on the same terms outlined above for the other key management personnel.

Disposals represent 300,000 options held on the date Mr Jablonski ceased being key management personnel.

Cluey Ltd Directors' report 30 June 2021

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Performance rights holding

The number of performance rights over ordinary shares in the Company held during the financial period by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Performance rights over ordinary shares Robert Gavshon - Chair Professor Ian Young Michael Stibbard Louise McElvogue Mark Rohald Greg Fordred Michael Allara David Jablonski* Trevor McDougall Dr Selina Samuels Matteo Trinca	Balance at the start of the period - - - - - - - - - - -	Granted - - - - - 150,000 125,000 100,000 125,000 100,000 175,000	Vested - - - - - - - - - - -	Expired/ forfeited/ other - - - - - - - (100,000) - - -	Balance at the end of the period - - - - - 150,000 125,000 - 125,000 100,000 175,000
	-	775,000	-	(100,000)	675,000

As noted, options and performance rights to be granted to Mark Rohald require shareholder approval, and therefore will not be granted until approval is received at the Company’s next general meeting. The Company intends to seek approval for 300,000 Options, and 200,000 Performance Rights to be granted to Mark Rohald on the same terms outlined above for the other key management personnel.

Disposals represent 100,000 performance rights held on the date Mr Jablonski ceased being key management personnel.

Other transactions with key management personnel and their related parties

During the financial period, there were no other transactions with key management personnel and their related parties.

This concludes the remuneration report, which has been audited.

Shares under option

Unissued ordinary shares of Cluey Ltd under option at the date of this report are as follows:

		Exercise	Number
Grant date	Expiry date	price	under option
3 May 2021	3 May 2026	$1.1000	3,232,000

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.

Shares issued on the exercise of options

There were no ordinary shares of Cluey Ltd issued on the exercise of options during the period ended 30 June 2021 and up to the date of this report.

Shares under performance rights

Unissued ordinary shares of Cluey Ltd under performance rights at the date of this report are as follows:

		Exercise	Number
Grant date	Expiry date	price	under rights
3 May 2021	3 May 2026	$0.0000	675,000

No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate.

Shares issued on the exercise of performance rights

There were no ordinary shares of Cluey Ltd issued on the exercise of performance rights during the period ended 30 June 2021 and up to the date of this report.

Cluey Ltd Directors' report 30 June 2021

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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 period, 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 period, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial period, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial period by the auditor are outlined in note 23 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial period, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 23 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Officers of the Company who are former partners of Deloitte Touche Tohmatsu

Michael Stibbard is a former audit partner of Deloitte Touche Tohmatsu. He retired from the firm in September 2017.

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

Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001.

Cluey Ltd Directors' report 30 June 2021

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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

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Mark Rohald Director 30 August 2021 Sydney

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_________ Robert Gavshon Chairman

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Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000 www.deloitte.com.au

Cluey Limited Level 8/51 Pitt Street Sydney NSW 2000

30[th] August 2021

Dear Board Members

Auditor’s Independence Declaration to Cluey Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Cluey Limited.

As lead audit partner for the audit of the financial report of Cluey Limited for the period ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
Any applicable code of professional conduct in relation to the audit.

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

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Alfie Nehama Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

Cluey Ltd Consolidated statement of profit or loss and other comprehensive income For the period ended 30 June 2021

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Note Revenue Revenue from services rendered 5 Cost of sales 7 Gross profit Other income 6 Interest revenue Expenses Marketing Occupancy Administration Employee benefits expense 7 Initial Public Offer costs Loss before income tax expense Income tax expense 8 Loss after income tax expense for the period attributable to the owners of Cluey Ltd Other comprehensive loss Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive loss for the period, net of tax Total comprehensive loss for the period attributable to the owners of Cluey Ltd Basic earnings/(loss) per share 30 Diluted earnings/(loss) per share 30	Group Period from 3 Dec 2020 to 30 Jun 2021 $ 10,072,911 (4,541,557)
	5,531,354
	308,990 84,949 (5,678,832) (155,071) (2,573,304) (8,145,898) (1,279,799)
	(11,907,611) -
	(11,907,611) (34)
	(34)
	(11,907,645)
	Cents (13.55) (13.55)

The Group’s consolidated financial results reflect the period from 3 December 2020 to 30 June 2021. The trading results of the subsidiaries before that date are not included in the results as the acquisition of the subsidiaries was classed as a Group Reorganisation. Refer to note 2 for further details.

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

Cluey Ltd Consolidated statement of financial position As at 30 June 2021

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Note Assets Current assets Cash and cash equivalents 9 Trade and other receivables 10 Other assets 11 Total current assets Non-current assets Property, plant and equipment 12 Intangibles 13 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 14 Contract liabilities 15 Employee benefits 16 Total current liabilities Non-current liabilities Employee benefits 16 Total non-current liabilities Total liabilities Net assets Equity Issued capital 17 Reserves 18 Accumulated losses Total equity	Group 30 Jun 2021 $ 28,025,680 82,553 968,332
	29,076,565
	102,774 1,342,622
	1,445,396
	30,521,961
	3,561,178 706,826 607,904
	4,875,908
	61,548
	61,548
	4,937,456
	25,584,505
	139,175,296 (101,683,180) (11,907,611)
	25,584,505

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

Cluey Ltd Consolidated statement of changes in equity For the period ended 30 June 2021

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Group Balance at 28 September 2020 Loss after income tax expense for the period Other comprehensive loss for the period, net of tax Total comprehensive loss for the period Recognised through group reorganisation (note 18) Transactions with owners in their capacity as owners: Share-based payments (note 31) Contributions of equity (note 17) Capitalised equity raise and IPO costs (note 17) Balance at 30 June 2021	Issued capital $ - - -	Foreign currency translation reserve $ - - (34)	Share-based payments reserve $ - - -	Group re- organisation reserve $ - - -	Accumulated losses $ - (11,907,611) -	Total equity $ - (11,907,611) (34)
	- - - 141,059,814 (1,884,518)	(34) - - - -	- - 214,273 - -	- (101,897,419) - - -	(11,907,611) - - - -	(11,907,645) (101,897,419) 214,273 141,059,814 (1,884,518)
	139,175,296	(34)	214,273	(101,897,419)	(11,907,611)	25,584,505

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

Cluey Ltd Consolidated statement of cash flows For the period ended 30 June 2021

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Note
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Research and development incentive
Net cash used in operating activities
29

Cash flows from investing activities
Payments for property, plant and equipment
12
Payments for intangibles
13
Net cash used in investing activities

Cash flows from financing activities
Proceeds from issue of shares
17
Capitalised IPO costs
Net cash from financing activities

Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Cash balance on hand in combined group after common control transaction
18
Cash and cash equivalents at the end of the financial period
9

Group
Period from
3 Dec 2020
to 30 Jun
2021
$
11,406,147
(21,902,173)
93,021
308,990
(10,094,015)
(12,435)
(820,567)
(833,002)
30,061,202
(1,810,149)
28,251,053
17,324,036
-
10,701,644
28,025,680

The Group’s consolidated financial results reflect the period from 3 December 2020 to 30 June 2021. The cash flows of the subsidiaries before that date are not included in the statement of cash flows as the acquisition of the subsidiaries was classed as a Group Reorganisation. Refer to note 2 for further details.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 1. General information

The financial statements cover Cluey Ltd as a consolidated entity consisting of Cluey Ltd ('Company' or 'parent entity') and the entities it controlled at the end of, or during, the period (collectively referred to as the 'Group'). The financial statements are presented in Australian dollars, which is the Group's functional and presentation currency.

Cluey Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 8 51 Pitt Street Sydney NSW 2000

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

Cluey Ltd was incorporated on 28 September 2020 and acquired the operating subsidiaries (refer note 28) on 3 December 2020. Accordingly, the Group’s financial results reflect the period from 3 December 2020 to 30 June 2021. The trading results of the subsidiaries before that date are not included in the results as the acquisition of the subsidiaries was classed as a Group Reorganisation. There is no previous corresponding reporting period.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 August 2021. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below.

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention.

Critical accounting estimates

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 Group'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 3.

Group reorganisation - Quartet Education Holdings Pty Ltd

When Cluey Ltd acquired Quartet Education Holdings Pty Ltd and its subsidiaries, the acquisition did not meet the definition of a business combination in accordance with AASB 3 'Business Combinations'.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Instead, the combination has been treated as a group reorganisation, through an accounting policy choice using the common control method, as follows:

The assets and liabilities of the combining entities are reflected at their carrying amounts. No adjustments have been made to reflect their fair values, or recognise any new assets or liabilities, that would otherwise be required under AASB 3;
No goodwill has been recognised as a result of the combination.
A common control reserve is created for the difference between the fair value of the purchase consideration of $110,955,249 and the carrying value of the assets and liabilities acquired (refer to note 18); and
The statement of profit or loss and other comprehensive income reflects the results of the combined entities from 3 December 2020 to 30 June 2021.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 27.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2021 and the results of the Group for the period then ended.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group 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 Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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 Group.

The acquisition of common control subsidiaries is accounted for using the common control method, which are scoped out of AASB 3 ‘Business Combinations’ and therefore a suitable accounting policy needs to be adopted in accordance with the hierarchy in AASB 108 ‘Accounting Policies, Changes in Accounting Estimates and Errors’. This hierarchy requires the adoption of a policy that provides users of the financial statements with relevant and reliable information about the financial position and performance of the reporting entity. The policy adopted for common control business combinations is the pooling of interest method. This method requires the combination to be recorded at carrying value at the date of acquisition, no goodwill to be recognised and the excess of the fair value of the purchase consideration over the carrying value of the assets and liabilities to be recorded as a group reorganisation reserve.

The acquisition of other subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group 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.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Foreign currency translation

The financial statements are presented in Australian dollars, which is Cluey Ltd's functional and presentation currency.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Foreign currency transactions

Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: 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.

Rendering of services

Revenue for tuition services is recognised at a point in time, being the date the service (i.e., the session) is provided. Payments from customers are received prior to services being delivered. Fees received in advance are recognised as contract liabilities.

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.

Research and development claim income

The Group has adopted the income approach to accounting for research and development tax offsets pursuant to AASB 120 'Accounting for Government Grant and Disclosure of Government Assistance' whereby the incentive is recognised in profit or loss as other income on a systematic basis over the periods in which the Group recognises the eligible expenses.

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

An income tax benefit will arise for the financial year where an income tax loss is incurred and, where permitted to do so, is carried-back against a qualifying prior period’s tax payable to generate a refundable tax offset.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Cluey Ltd (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.

In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.

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 classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 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 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:

Office equipment Computer equipment

3 to 5 years 3 to 5 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

Intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Platform

Significant costs associated with the development of the platform are deferred and amortised on a straight-line basis over the period of their expected benefit, being 3 to 5 years.

Content

Content costs are capitalised on worked hours in development of writing content for lessons and are amortised on a straight-line basis over the period of their expected benefit, being 5 years.

Capitalisation of Platform and Content development costs

An internally generated intangible asset arising from development of Platform and Content is recognised if, and only if, all of the following conditions have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. This includes internal labour costs. Where no internally generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

The amortisation period for development costs incurred on the Group’s content development is 5 years, and for the Group’s platform development is 3 years.

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Impairment of non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period 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.

Contract liabilities

Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.

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 wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

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 are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Share-based payments

Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, options or performance rights over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option or performance right, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option or performance right, together with nonvesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Cluey Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the financial period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. 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.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers and staffing. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Accounting for the internal restructure at Initial Public Offering ('IPO')

During the financial period, an internal restructure took place in preparation of the listing of the Group on the Australian Securities Exchange. This resulted in a newly incorporated company, Cluey Ltd, becoming the legal parent of the Group.

The directors elected to account for the restructure as a group reorganisation rather than a business combination. In the directors' judgement, the continuation of the existing accounting values is consistent with the accounting that would have occurred if the assets and liabilities had already been in a structure suitable to IPO and most appropriately reflects the substance of the restructure. As such, the consolidated financial statements of the new Cluey Ltd Group have been presented as a continuation of the pre-existing accounting values of assets and liabilities in Quartet Education Holdings Pty Ltd financial statements. The Group’s financial results reflect the period from 3 December 2020, being the date of the Group Reorganisation, to 30 June 2021. The trading results of the subsidiaries before that date are not included in the results as the acquisition of the subsidiaries was classed as a Group Reorganisation.

In adopting this approach, the directors' note that there is an alternative view that such a restructure should be accounted for as a business combination under AASB 3 'Business Combinations'. If this view had been taken, the net assets of the Group would have been accounted for at fair value.

Note 4. Operating segments

Identification of reportable operating segments

The Group is organised into one operating segment as the Group operated in Australia and in one industry being the development of an online tutoring platform and the provision of online tutoring. This assessment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. Accordingly the information provided in this report reflects the one operating segment.

Note 5. Revenue

Disaggregation of revenue

Revenue of $10,072,911 for the period relates to online tutoring within Australia and the services are transferred at a point in time.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021 Note 6. Other income

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Research and development claim income Note 7. Expenses Loss before income tax includes the following specific expenses: Cost of sales Tutoring and other costs Depreciation and amortisation (included in administration expenses) Property, plant and equipment (note 12) Intangible assets (note 13) Total depreciation and amortisation Employee benefits expense Wages and salaries and other employee benefits Defined contribution superannuation expense Share-based payment expense Total employee benefits expense Leases Short-term lease payments	Group Period from 3 Dec 2020 to 30 Jun 2021 $ 308,990
	Group Period from 3 Dec 2020 to 30 Jun 2021 $ 4,541,557
	27,019 72,446
	99,465
	7,208,187 657,156 280,555
	8,145,898
	155,071

Note 7. Expenses

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 8. Income tax

Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 26% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Entertainment expenses Legal expenses R&D incentive - non-assessable income Sundry items Current period tax losses not recognised Income tax expense Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 25%	Group Period from 3 Dec 2020 to 30 Jun 2021 $ (11,907,611)
	(3,095,979) 4,735 1,235 (80,337) 169,518
	(3,000,828) 3,000,828
	-
	Group 30 Jun 2021 $ 46,182,307
	11,545,577

The above potential tax benefit for tax losses has not been recognised in the statement of financial position as the Group does not expect to be in a position to utilise these losses in the foreseeable future.

Note 9. Cash and cash equivalents

Current assets Cash on hand Cash at bank Cash on short-term deposit	Group 30 Jun 2021 $ 48 1,525,632 26,500,000
	28,025,680

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 10. Trade and other receivables

Current assets Other receivables Interest receivable	Group 30 Jun 2021 $ 71,200 11,353
	82,553

Allowance for expected credit losses

The Group has recognised a loss of $nil in profit or loss in respect of the expected credit losses for the period ended 30 June 2021.

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

Expected credit loss rate 30 Jun 2021 Group % Not overdue - Note 11. Other assets Current assets Prepayments Security deposits Note 12. Property, plant and equipment Non-current assets Computer equipment - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation	Carrying amount 30 Jun 2021 $ 71,200	Allowance for expected credit losses 30 Jun 2021 $ -
		Group 30 Jun 2021 $ 863,127 105,205
		968,332
		Group 30 Jun 2021 $ 115,324 (68,306)
		47,018
		106,462 (50,706)
		55,756
		102,774

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 12. Property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial period are set out below:

Group Balance at 28 September 2020 Additions Additions through group reorganisation (refer note 2, note 18) Depreciation expense Balance at 30 June 2021	Computer equipment $ - 12,435 52,928 (18,345)	Office equipment $ - - 64,430 (8,674)	Total $ - 12,435 117,358 (27,019)
	47,018	55,756	102,774

There is no right of use asset as the office property lease is short-term and therefore lease costs are recognised directly in profit or loss.

Note 13. Intangibles

Non-current assets Platform - at cost Less: Accumulated amortisation Content - at cost Less: Accumulated amortisation	Group 30 Jun 2021 $ 559,536 (75,374)
	484,162
	1,016,014 (157,554)
	858,460
	1,342,622

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial period are set out below:

Group Balance at 28 September 2020 Additions Additions through group reorganisation (refer note 2, note 18) Amortisation expense Balance at 30 June 2021	Platform $ - 385,836 126,349 (28,023)	Content $ - 434,731 468,152 (44,423)	Total $ - 820,567 594,501 (72,446)
	484,162	858,460	1,342,622

Platform and content assets include capitalised internal development costs such as labour costs, in accordance with the Group accounting policy.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 14. Trade and other payables

Current liabilities Trade payables Goods and services tax payable Accrued expenses Other payables (including employment related liabilities)	Group 30 Jun 2021 $ 1,242,318 80,933 1,233,766 1,004,161
	3,561,178

Refer to note 20 for further information on financial instruments.

Note 15. Contract liabilities

Current liabilities Contract liabilities Reconciliation Reconciliation of the written down values at the beginning and end of the current financial period are set out below: Opening balance Payments received in advance Additions on group reorganisation (refer note 18) Transfer to revenue Closing balance	Group 30 Jun 2021 $ 706,826
	- 4,139,307 380,019 (3,812,500)
	706,826

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 $706,826 as at 30 June 2021 and is expected to be recognised as revenue in future periods as follows:

Within 2 months

Group 30 Jun 2021 $ 706,826

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 16. Employee benefits

Current liabilities Annual leave Non-current liabilities Long service leave Note 17. Issued capital Ordinary shares - fully paid Treasury shares under Employee Share Option Plan (note 31) Movements in ordinary share capital Details Date Shares issued at date of incorporation 28 September 2020 Issue of shares on Initial Public Offering ('IPO') 3 December 2020 Bonus shares issued to employees and key management personnel 3 December 2020 Shares issued on acquisition of Quartet Education Holdings Pty Ltd via Put Option Deed Poll on approval of the IPO (note 18) 3 December 2020 Less: Treasury shares under Employee Share Option Plan Capitalised equity raise and IPO costs Balance 30 June 2021	Group 30 Jun 2021 $ 607,904 61,548 Group 30 Jun 2021 30 Jun 2021 Shares $ 119,562,358 140,727,269 (4,008,170) (1,551,973)	Group 30 Jun 2021 $ 607,904
		61,548
	115,554,188	139,175,296
	Shares - 24,999,969 51,646 94,510,743 119,562,358 (4,008,170) 115,554,188 - 115,554,188	$ - 30,000,000 61,975 112,549,812
		142,611,787 (1,551,973)
		141,059,814 (1,884,518)
		139,175,296

Ordinary shares

Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Capital risk management

The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 17. Issued capital (continued)

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company's share price at the time of the investment.

Note 18. Reserves

The Company was incorporated on 28 September 2020 and was inactive until 3 December 2020, when it acquired Quartet Education Holdings Pty Ltd and its subsidiaries (refer note 2).

Foreign currency translation reserve Share-based payments reserve Group reorganisation reserve	Group 30 Jun 2021 $ (34) 214,273 (101,897,419)
	(101,683,180)

Foreign currency translation reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Group reorganisation reserve

The reserve is used to account for historical capital reorganisations of the Group whereby the assets and liabilities of the acquired party are recorded at their previous book values and no goodwill is recognised (note 2). Any difference between the cost of the transaction, being ordinary shares issued at fair value, and the carrying amount of the assets and liabilities are recorded directly in this reserve.

Movements in reserves

Movements in the reserve during the current financial period are set out below:

Group Balance at 28 September 2020 Foreign currency translation Share-based payments Net assets acquired (refer below) Shares issued on acquisition, net of Treasury Shares * Balance at 30 June 2021	Foreign currency translation $ - (34) - - -	Share-based payments $ - - 214,273 - -	Group re- organisation $ - - - 9,057,830 (110,955,249)	Total $ - (34) 214,273 9,057,830 (110,955,249)
	(34)	214,273	(101,897,419)	(101,683,180)

Shares issued were valued with reference to the IPO share price.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 18. Reserves (continued)

A summary of the net assets acquired at date of the group reorganisation transaction is as follows:

Assets Cash and cash equivalents Trade and other receivables Other assets Property, plant and equipment Intangibles Liabilities Trade and other payables Contract liabilities Employee benefits Net assets acquired	QEH Group 3 Dec 2020 $ 10,701,644 56,109 1,452,365 117,358 594,501
	12,921,977
	(2,968,646) (380,019) (515,482)
	(3,864,147)
	9,057,830

Note 19. Dividends

There were no dividends paid, recommended or declared during the current financial period.

Note 20. Financial instruments

Financial risk management objectives

The Group's activities expose it to a variety of financial risks, but none are considered significant. These are described below. Any risk management required is carried out by the senior finance executives under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a regular basis.

Market risk

Interest rate risk

The Group is not exposed to any significant interest rate risk.

Credit risk

The Group invests its cash with highly reputable financial institutions and has, therefore, no significant risk in this regard. As all payments from customers are required before services are rendered, the Group has no other credit risk.

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 20. Financial instruments (continued)

Remaining contractual maturities

The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted average interest rate Group - 30 Jun 2021 % Non-derivatives Non-interest bearing Trade payables - Other payables - Total non-derivatives	1 year or less $ 1,242,318 1,004,161	Between 1 and 2 years $ - -	Between 2 and 5 years $ - -	Over 5 years $ - -	Remaining contractual maturities $ 1,242,318 1,004,161
	2,246,479	-	-	-	2,246,479

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Note 21. Fair value measurement

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

Note 22. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:

Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments	Group Period from 3 Dec 2020 to 30 Jun 2021 $ 1,420,954 95,790 29,841 158,107
	1,704,692

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 23. Remuneration of auditors

During the financial period the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company:

Audit services - Deloitte Touche Tohmatsu Audit or review of the financial statements Other services - Deloitte Touche Tohmatsu Taxation services	Group Period from 3 Dec 2020 to 30 Jun 2021 $ 123,000
	15,000
	138,000

Note 24. Contingent liabilities

The Group has given a bank guarantee as at 30 June 2021 of $99,137 to its landlord.

Note 25. Commitments

Lease commitments Committed at the reporting date but not recognised as liabilities, payable: Within one year	Group 30 Jun 2021 $ 104,276

Lease commitments includes contracted amounts for offices under non-cancellable leases expiring within one year.

Note 26. Related party transactions

Parent entity Cluey Ltd is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 28.

Key management personnel

Disclosures relating to key management personnel are set out in note 22 and the remuneration report included in the directors' report.

Transactions with related parties

There were no transactions with related parties during the financial period.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the reporting date.

Loans to/from related parties

There were no loans to or from related parties at the reporting date.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 27. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax Total comprehensive loss Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Share-based payments reserve Group reorganisation reserve Accumulated losses Total equity	Parent Period from 28 Sep 2020 to 30 Jun 2021 $ (1,382,140)
	(1,382,140)
	Parent 30 Jun 2021 $ 28,088,415
	36,321,555
	211,545
	211,545
	139,175,296 214,273 (101,897,419) (1,382,140)
	36,110,010

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2021.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 28. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:

		Ownership
		interest
	Principal place of business /	30 Jun 2021
Name	Country of incorporation	%
Quartet Education Holdings Pty Ltd	Australia	100.00%
Cluey Learning Pty Ltd	Australia	100.00%
Cluey Services Pty Ltd	Australia	100.00%
Quartet Education Holdings Option Share Trust	Australia	100.00%
Cluey Learning (NZ) Pty Limited	New Zealand	100.00%

Note 29. Cash flow information

Reconciliation of loss after income tax to net cash used in operating activities

Loss after income tax expense for the period Adjustments for: Depreciation and amortisation Share-based payments Change in operating assets and liabilities: Increase in trade and other receivables Decrease in prepayments Increase in trade and other payables Increase in contract liabilities Increase in employee benefits Net cash used in operating activities Note 30. Earnings/(loss) per share Loss after income tax attributable to the owners of Cluey Ltd	Group Period from 3 Dec 2020 to 30 Jun 2021 $ (11,907,611) 99,465 280,555 (26,444) 484,033 495,210 326,807 153,970
	(10,094,015)
	Group Period from 3 Dec 2020 to 30 Jun 2021 $ (11,907,611)

Loss after income tax expense for the period
Adjustments for:
Depreciation and amortisation
Share-based payments
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease in prepayments
Increase in trade and other payables
Increase in contract liabilities
Increase in employee benefits
Net cash used in operating activities

Note 30. Earnings/(loss) per share

Loss after income tax attributable to the owners of Cluey Ltd

Group
Period from
3 Dec 2020
to 30 Jun
2021
$
(11,907,611)
99,465
280,555
(26,444)
484,033
495,210
326,807
153,970

(10,094,015)

Group
Period from
3 Dec 2020
to 30 Jun
2021
$
(11,907,611)

Note 30. Earnings/(loss) per share

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 30. Earnings/(loss) per share (continued)

Weighted average number of ordinary shares used in calculating basic earnings per share (net of Treasury shares) Weighted average number of ordinary shares used in calculating diluted earnings per share (net of Treasury shares) Basic earnings/(loss) per share Diluted earnings/(loss) per share	Number 87,853,891
	87,853,891
	Cents (13.55) (13.55)

The impact of the options and the performance rights have been excluded from the calculation of the weighted average number of shares in the calculation of the loss per shares as they are anti-dilutive.

Note 31. Share-based payments

Employee Incentive Plan

The Company has approved an Employee Incentive Plan which will enable the Board, from time to time and in its absolute discretion, to make an offer to any employee, contractor or director (including any prospective employee, contractor or director) (‘Eligible Employee’) to participate.

The Employee Incentive Plan is an omnibus plan which allows the Board complete discretion in determining the most appropriate incentive to be offered upon the terms set out in the Employee Incentive Plan and upon such additional terms and conditions as the Board determines. In particular, the Board may determine at any time up until the exercise of an Award under the Employee Incentive Plan that a restriction period may apply to some or all of the Awards issued to Eligible Employees.

The Employee Incentive Plan provides for the issue to a Participant of:

Options, which may be subject to vesting conditions as determined by the Board, including Good Leaver and Bad Leaver conditions;
Shares, either at a discount to market value or at market value with an ability for a loan to be provided by the Company to the employee, repayable from dividends and/or the sale of shares once vesting conditions have been lifted;
Shares, in lieu of any wages, salary, director’s fees or other remuneration, or by the Company in its discretion, in addition to their wages, salary and remuneration, or in lieu of any discretionary cash bonus or other incentive payment;
Performance Rights which will be issued for nil consideration and subject to vesting conditions as determined by the Board; and
Free or discounted shares to employees being subject to the concessional tax treatment in Division 83A of the Income Tax Assessment Act 1997, as determined by the Board from time to time.

The Company must have reasonable grounds to believe, when making an offer under the Employee Incentive Plan, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

The directors are entitled to participate in the Employee Incentive Plan, subject to Shareholder approval.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 31. Share-based payments (continued)

Set out below are details of options granted under the plan:

30 Jun 2021

30 Jun 2021
Exercise Grant date Expiry date price 03/05/2021 03/05/2026 $1.1000 Weighted average exercise price	Balance at the start of the period -	Granted 3,567,000	Exercised -	Expired/ forfeited/ other -	Balance at the end of the period 3,567,000
	-	3,567,000	-	-	3,567,000
	$0.0000	$1.1000	$0.0000	$0.0000	$1.1000

There were no options exercisable at the end of the financial period.

The weighted average share price during the financial period was $1.10.

The weighted average remaining contractual life of options outstanding at the end of the financial year was 4.84 years.

Set out below are details of performance rights granted under the plan:

30 Jun 2021

30 Jun 2021
Exercise Grant date Expiry date price 03/05/2021 03/05/2026 $0.0000	Balance at the start of the period -	Granted 775,000	Exercised -	Expired/ forfeited/ other -	Balance at the end of the period 775,000
	-	775,000	-	-	775,000

There were no performance rights exercisable at the end of the financial period.

The weighted average remaining contractual life of performance rights outstanding at the end of the financial period was 4.84 years.

For the options granted during the current financial year, the Black-Scholes valuation model inputs used to determine the fair value at the grant date, are as follows:

		Share price	Exercise	Expected	Dividend	Risk-free	Fair value
Grant date	Expiry date	at grant date	price	volatility	yield	interest rate	at grant date
03/05/2021	03/05/2026	$1.1500	$1.1000	60.00%	-	0.69%	$0.5950
03/05/2021	03/05/2026	$1.1500	$1.1000	60.00%	-	0.69%	$0.4840
03/05/2021	03/05/2026	$1.1500	$1.1000	60.00%	-	0.69%	$0.5170
03/05/2021	03/05/2026	$1.1500	$1.1000	60.00%	-	0.69%	$0.5470

For the performance rights granted during the current financial period, the valuation model inputs used to determine the fair value at the grant date, are as follows:

		Share price	Exercise	Expected	Dividend	Risk-free	Fair value
Grant date	Expiry date	at grant date	price	volatility	yield	interest rate	at grant date
03/05/2021	03/05/2026	$1.1500	$0.0000	60.00%	-	0.69%	$1.1500

Employee Share Option Plan - historic

Prior to the Group reorganisation on 3 December 2020, an Employee Share Option Plan ('ESOP') had been established by Quartet Education Holdings Pty Ltd ('QEH Group'), whereby the QEH Group may, at the discretion of the Board, grant options to acquire ordinary shares in the Quartet Education Holdings Pty Ltd to certain key personnel of the QEH Group. The options were issued for nil consideration and granted in accordance with performance guidelines established by the Board.

Cluey Ltd Notes to the consolidated financial statements 30 June 2021

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Note 31. Share-based payments (continued)

Participation in the ESOP was by invitation by the Board. Options have a 10 year expiry from date of grant and are issued with an exercise price of the most recent capital raise. Vesting of options is 25% per annum over the initial 4 year period after grant date.

At 30 June 2020, a total of 1,495,797 options were outstanding under this plan. Immediately prior to the Group reorganisation, a total of 1,516,003 options were outstanding. As part of the Group reorganisation, and prior to the IPO, the options were converted to Cluey Ltd shares with a share split of 2.7021, resulting in 4,096,411 Cluey Ltd shares being issued. These shares are included in the issued capital of Cluey Ltd, however are held by an Employee Share Trust and subject to vesting conditions as outlined above being achieved. Quartet Education Holdings provided loans to option holders equal to the option exercise (strike) price applicable for each grant. Once vesting conditions are met, employees are required to repay all loan balances before share ownership is transferred. As the shares are held in Trust, in the Group accounts they are treated as Treasury Shares and reduce the number of shares on issue for disclosure purposes. The value of loans receivable by the Group is also deducted from equity and not recognised as an asset.

The total shares classified as Treasury Shares at 30 June 2021 under this ESOP is 4,008,170, and the loan amount associated with these shares is $1,551,973. During the period from 3 December 2020 to 30 June 2021, 88,241 vested shares were released from the Trust and $34,355 of loans were repaid to the Group.

Note 32. Events after the reporting period

Cluey Ltd Directors' declaration 30 June 2021

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In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2021 and of its performance for the financial period ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

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Mark Rohald Director 30 August 2021 Sydney

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_________ Robert Gavshon Chairman

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Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000 www.deloitte.com.au

Independent Auditor’s Report to the directors of Cluey Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Cluey Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and
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 & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We 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.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

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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 for 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.

Key Audit Matter	How the scope of our audit responded to the Key Audit Matter
Valuation of unearned revenue (revenue cut-off) As at 30 June 2021, the Group recognised unearned revenue of $706,826 classified as contract liabilities in the consolidated statement of financial position as disclosed in Note 2. The Group’s calculation of unearned revenue in respect of tuition sessions purchased but not yet delivered requires the analysis and matching of volumes of data to assess whether a tuition session (which must be paid for in advance) has been delivered.	Our procedures included, but were not limited to: • Assessing the accounting policies adopted by the Group in relation to revenue recognition; • Obtaining a detailed understanding of the terms and conditions of the customer contracts; • Assessing the design and implementation of controls over the process for calculating and recognising unearned revenue. • Testing the calculation of unearned revenue, which is based on undelivered pre-paid tuition sessions, by assessing whether a sample of pre-paid tuition sessions have been recorded (recognition criteria met) as delivered or as not delivered appropriately. We have also assessed the appropriateness of the disclosures in the notes to the financial statements.

Key Audit Matter

How the scope of our audit responded to the Key Audit Matter

Valuation of unearned revenue (revenue
cut-off)
As at 30 June 2021, the Group recognised
unearned revenue of $706,826 classified
as contract liabilities in the consolidated
statement of financial position as disclosed
in Note 2.
The Group’s calculation of unearned
revenue in respect of tuition sessions
purchased but not yet delivered requires
the analysis and matching of volumes of
data to assess whether a tuition session
(which must be paid for in advance) has
been delivered.

Our procedures included, but were not limited to:
•
Assessing the accounting policies adopted by the
Group in relation to revenue recognition;
•
Obtaining a detailed understanding of the terms and
conditions of the customer contracts;
•
Assessing the design and implementation of controls
over the process for calculating and recognising
unearned revenue.
•
Testing the calculation of unearned revenue, which is
based on undelivered pre-paid tuition sessions, by
assessing whether a sample of pre-paid tuition
sessions have been recorded (recognition criteria met)
as delivered or as not delivered appropriately.
We have also assessed the appropriateness of the disclosures in
the notes to 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 2021 but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 13 to 22 of the Directors’ Report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Cluey Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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DELOITTE TOUCHE TOHMATSU

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Alfie Nehama Partner Chartered Accountants

Sydney, 30 August 2021

AI assistant

CLUEY LTD — Annual Report 2021

64660_rns_2021-08-29_36ab76a3-98f4-4779-9465-d004262376b0.pdf

1. Company details

Details of the reporting period and previous corresponding period

2. Results for announcement to the market

Dividends

Comments

3. Net tangible assets

4. Control gained over entities

$

5. Loss of control over entities

6. Dividends

Current period

7. Dividend reinvestment plans

8. Details of associates and joint venture entities

9. Foreign entities

10. Audit qualification or review

11. Attachments

Details of attachments (if any):

12. Authorised for release by the Board of Directors

Cluey Ltd

ABN 65 644 675 909

Directors

Principal activities

Dividends

Significant changes in the state of affairs

Group reorganisation

Admission to the Australian Securities Exchange ('ASX')

Coronavirus (COVID-19)

Review of operations

Overview of operations

Statutory financial results for the period from 3 December 2020 to 30 June 2021

Revenue and Key Performance Indicators ('KPIs')

Other highlights

Cluey selected for NSW Government school tutoring program

New Zealand launch

Annual financial information from 1 July 2020 to 30 June 2021 ('FY2021')

Revenue from services rendered

Cost of sales

Operating expenses

Variable acquisition expenditure[(4)]

IPO and related costs

KPIs for the year ended 30 June 2021 vs forecast

Revenue, Cost of Sales and Gross Profit

Operating expenses

IPO and related costs

Balance sheet

Footnotes for review of operations:

Matters subsequent to the end of the financial period

Business strategies and likely developments and expected results of operations

Likely developments and expected results of operations

Environmental regulation

Cluey Ltd Directors' report 30 June 2021

Information on directors

Robert Gavshon, AM

Company secretary

Meetings of directors

Remuneration report (audited)

Principles used to determine the nature and amount of remuneration

Non-executive directors' remuneration

Executive remuneration

Group performance and link to remuneration

Use of remuneration consultants

Details of remuneration

Amounts of remuneration

Service agreements

Share-based compensation

Issue of shares

Options

Performance rights

Performance rights granted carry no dividend or voting rights.

Additional information

Additional disclosures relating to key management personnel

Shareholding

Option holding

Performance rights holding

Other transactions with key management personnel and their related parties

This concludes the remuneration report, which has been audited.

Shares under option

CLUEY LTD Annual Report 2021