CLUEY LTD — Interim / Quarterly Report 2021

Feb 21, 2021

Cluey Ltd Appendix 4D Half-year report

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1. Company details

Name of entity: Cluey Ltd ABN: 65 644 675 909 Reporting period: For the period ended 31 December 2020

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 one-month period from 3 December 2020 to 31 December 2020. 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.

Pro forma financial results for the six-month period from 1 July 2020 to 31 December 2020 are also provided as if the trading subsidiaries had been acquired on 1 July 2020. This enables comparison with the pro forma statements included in the Prospectus. Both statutory and pro forma financial results are presented in this Appendix 4D, and the attached First Interim Report.

2. Results for announcement to the market

Statutory - being 3 December 2020 to 31 December 2020	$	%
Revenues from ordinary activities	647,572		-
Loss from ordinary activities after tax attributable to the owners of Cluey Ltd	(2,502,372)		-
Loss for the period attributable to the owners of Cluey Ltd	(2,502,372)		-
Proforma - being 1 July 2020 to 31 December 2020	$	%
Revenues from ordinary activities	6,444,252		-
Loss for the period including non-recurring items	(29,078,431)		-

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 $2,502,372.

Refer to the attached Interim Financial Report for further commentary and key financial highlights.

3. Net tangible assets

Net tangible assets per ordinary security	Reporting period Cents 29.60

Cluey Ltd Appendix 4D Half-year report

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Calculated as follows:

Net assets Less: Intangibles Net tangible assets Total shares issued, net of Treasury Shares	Group 31 Dec 2020 $ 34,776,854 (594,331) 34,182,523 115,465,114
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) (2,352,472)

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 were subject to a review by the auditors and the review report is attached as part of the First Interim Report.

Cluey Ltd Appendix 4D Half-year report

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11. Attachments

Details of attachments (if any):

The First Interim Report of Cluey Ltd for the period ended 31 December 2020 is attached.

12. Authorised for release by the Board of Directors

Signed _________

Date: 22 February 2021

Robert Gavshon Chairman Sydney

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Cluey Ltd

ABN 65 644 675 909

First Interim Report - 31 December 2020

Cluey Ltd
Contents
31 December 2020
Corporate directory	2
Directors' report	3
Auditor's independence declaration	7
Consolidated statement of profit or loss and other comprehensive income	8
Consolidated statement of financial position	9
Consolidated statement of changes in equity	10
Consolidated statement of cash flows	11
Notes to the consolidated financial statements	12
Directors' declaration	27
Independent auditor's review report to the members of Cluey Ltd	28

1

Cluey Ltd Corporate directory 31 December 2020

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Directors Robert Gavshon - Chairman Mark Rohald - Chief Executive Officer Ian Young Michael Stibbard Louise McElvogue Company secretary Greg Fordred Registered office Level 8 51 Pitt Street Sydney NSW 2000 Tel: 02 8311 3964 (within Australia) +61 2 8311 3964 (outside Australia) Email: investor.relations@clueylearning.com Share register Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 Tel: 02 9698 5414 (within Australia) +61 2 9698 5414 (outside Australia) Email: hello@automatic.com.au Auditor Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000 Solicitors K&L Gates LLP Level 31 1 O'Connell Street Sydney NSW 2000 Stock exchange listing Cluey Ltd shares are listed on the Australian Securities Exchange (ASX code: CLU) Website clueylearning.com.au Business objectives Cluey will focus primarily on growing its active students, student activity, and student contribution as part of its core growth strategy. Additionally, in due course, Cluey's investments and capabilities are anticipated to create opportunities for further growth and expansion outside its core services and markets, to both complement and diversify its current products and revenue streams. In accordance with the Listing requirements ASX 4.10.19, the directors confirm that the Group has used cash and cash equivalents that are held at the time of listing in a way consistent with its stated business objectives. Corporate Governance Statement clueylearning.com.au/en/investor/corporate-governance.php

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Cluey Ltd Directors' report 31 December 2020

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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 31 December 2020, being the Group's First Interim Report.

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 one-month period from 3 December 2020 to 31 December 2020. 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. Refer to 'Significant changes in the state of affairs' below for further details.

Pro forma results are provided under 'Review of operations' as if the acquisition of Quartet Education Holdings Pty Ltd and its subsidiaries had occurred on 1 July 2020.

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 Ian Young* Michael Stibbard (appointed 8 December 2020) Louise McElvogue (appointed 8 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 31 December 2020.

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 was not met.

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

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Cluey Ltd Directors' report 31 December 2020

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Review of operations

Statutory financial results for the period from 3 December 2020 to 31 December 2020

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 31 December 2020. The key financial metrics for that period include:

• Revenue from services rendered of $647,572;

• Gross profit (revenue less tutor costs) of $328,476, and gross profit margin of 51%;

• Net loss from operating activities, before IPO related costs of $1,316,689; and

• IPO costs of $1,185,683, excluding equity raise costs of $1,821,967 which are deducted from equity.

Total cash held as of 31 December 2020 was $35,727,733.

Pro forma financial information from 1 July 2020 to 31 December 2020

The Pro forma financial results presented below are also provided as if the acquisition of Quartet Education Holdings Pty Ltd and its subsidiaries had occurred on 1 July 2020. Reference is given in 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.

Key Performance Indicators (KPIs) for the six months ended 31 December 2020 (“HY2021”)

• 101,268 Student Sessions delivered in HY2021 (290% increase on PCP[1] )

• 10,311 Active students with a session in HY2021 (225% increase on PCP)

• $6,444,252 in revenues achieved in HY2021 (385% increase on PCP)

• 53% Gross Margin achieved in HY2021 (32% improvement on PCP%)

• $570 Variable CAC per student[2] achieved in HY2021 (45% improvement on PCP)

• (1) Prior corresponding period

(2) Variable CAC (customer acquisition costs) per student is 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 total marketing expenses, plus learning advisor (sales) employment costs and commission (included in employee benefits expense).

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Cluey Ltd Directors' report 31 December 2020

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Pro forma consolidated statement of profit or loss

Revenue from services rendered Cost of sales Gross profit Operating expenses Marketing expenses Occupancy expenses Administration expenses Employee benefits expense Total operating expenses Other income Interest revenue calculated using the effective interest method Total other income Pro forma Operating loss before Non-recurring items Non-recurring items Covid-19 Cash Boost income Initial Public Offer Costs Share based payment expenses Interest expense on convertible loan notes ("CLNs") Net fair value loss on financial instruments Total non-recurring items Loss before income tax expense Income tax expense Loss after income tax for the period	6 months to 31 Dec 2020 ("HY2021") $ 6,444,252 (3,033,176)	6 months to 31 Dec 2019 ("HY2020") $ 1,327,538 (793,674)
	3,411,076	533,864
	(2,647,070) (67,328) (1,183,076) (6,177,298)	(2,046,453) (170,099) (1,109,926) (5,072,610)
	(10,074,772)	(8,399,088)
	- 76,750	4,200 116,849
	76,750	121,049
	(6,586,946)	(7,744,175)
	50,000 (1,185,683) (1,003,208) (6,027,520) (14,325,074)	- - - - -
	(22,491,485)	-
	(29,078,431)	(7,744,175)
	-	-
	(29,078,431)	(7,744,175)

Revenue from services rendered

Revenue has grown significantly by 385% from $1.3 million in HY2020 to $6.4 million in HY2021. Revenue growth has been driven by:

• An increase of 159% in New students[1] to 6,223

• An increase of 225% in Active students with a session to 10,311

• An increase of 290% in Student sessions to 101,268

Revenue of $6.4 million in HY2021 exceeded HY2021 forecast[2] by $0.2 million (3%), primarily the result of exceeding the forecast session target by more than 3,700 (4%) sessions. Student sessions and total revenue for the half year are 42% of the full year forecast, whilst only 39% of the FY21 forecast variable acquisition expenditure has been incurred.

Cost of sales

Cost of sales includes payments to tutors for their services in the provision of online tutoring. Tutor costs increased by 282% to $3.0 million in HY2021 compared to HY2020. Revenue growth has significantly exceeded the growth in tutor costs due to the success of small group sessions. Small group sessions, launched in January 2020, have increased to 11.2% of total student sessions in the six months to 31 December 2020.

Gross profit and gross profit margin

Gross profit increased 539% from $0.5 million in HY2020 to $3.4 million in HY2021. Gross profit margin increased 32% from 40% in HY2020 to 53% in HY2021 and is in line with forecast.

• (1) New students that have completed at least one session, i.e., does not include new enrolled students yet to complete their first session in December.

• (2) Being the HY2021 component of the annual forecast provided in the Prospectus

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Cluey Ltd Directors' report 31 December 2020

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Operating expenses

• Direct marketing expenses (excluding employee benefits expense for the marketing department) increased 29% from $2.0 million in HY2020 to $2.6 million in HY2021.

• Administration expenses increased 7%, primarily due to IT costs and audit and compliance costs post listing.

• Employee benefits expense, excluding share-based payments, increased 22% from $5.1 million in HY2020 to $6.2 million in HY2021. FTE increased 20% from 77.3 in December 2019 to 92.8 in December 2020. 11.0 FTE were added to the sales team and 2.2 FTE to the customer support team in order to manage and support the increase in forecast student enrolments.

Variable acquisition expenditure[1]

• Total variable acquisition expenditure, which includes direct marketing expenses, Learning Advisor (sales) employment costs and commissions, increased by 42% from $2.5 million in HY2020 to $3.5 million in HY2021. This increased investment in acquisition expenditure delivered an increase of 159% in new students, from 2,407 in HY2020 to 6,223 in HY2021.

• Variable CAC per student per new student decreased by 45% from $1,039 in HY2020 to $570 for HY2021 due to ongoing optimisation of media and online channels, process and performance improvements in the sales team and increased market awareness from brand activities.

Non-recurring items

• Prior to the Group reorganisation on 3 December 2020, one of the subsidiaries received $50,000 in Covid related ATO cashflow boosts.

• IPO costs of $1.2 million were incurred in HY2021 which are non-recurring. In addition to the $1.2 million of expensed costs, the Group also capitalised equity raising costs of $1.8 million related to the issue of 25.1 million new shares.

• Share-based payment expense of $1.0 million relates to the issue of shares on IPO.

• Prior to the IPO, the Company, through its wholly owned subsidiary Quartet Education Holdings Pty Ltd, converted $20.5 million of CLNs to equity. On conversion, interest of $6.0 million was due and paid to CLN holders in November 2020.

• $14.3 million of fair value loss relates to the accounting remeasurement at the date of 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.

Seasonality of operations

At the end of the first half (HY2021), the Group has delivered 42% of the annual forecast revenues, whilst only incurring 39% of the annual variable acquisition expenditure. Historically, the second half of the financial year generates a greater proportion of revenues than the first half, due to seasonality and the timing of the summer school holidays. For comparative purposes, in HY2020, first half revenues were 27% of total revenues for FY2020.

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.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

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_____ _______ Mark Rohald Robert Gavshon Director Chairman

22 February 2021 Sydney

• (1) Variable acquisition expenditure is calculated based on total marketing expenses, plus learning advisor (sales) employment costs and commission (included in employee benefits expense).

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

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

The Board of Directors of Cluey Limited Level 8/51 Pitt Street Sydney NSW 2000

22 February 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 Board of Directors of Cluey Limited.

As lead audit partner for the review of the financial report of Cluey Limited for the half-year ended 31 December 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and (ii) any applicable code of professional conduct in relation to the review.

Yours faithfully

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.

©2021 Deloitte Touche Tohmatsu

7

Cluey Ltd Consolidated statement of profit or loss and other comprehensive income For the period ended 31 December 2020

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Note Revenue Revenue from services rendered 5 Cost of sales 6 Gross profit Interest revenue calculated using the effective interest method Expenses Marketing Occupancy Administration 6 Employee benefits expense 6 Initial Public Offer costs Loss before income tax expense Income tax expense Loss after income tax expense for the period attributable to the owners of Cluey Ltd Other comprehensive income for the period, net of tax Total comprehensive income for the period attributable to the owners of Cluey Ltd Basic earnings per share 19 Diluted earnings per share 19	Group Period from 3 Dec 2020 to 31 Dec 2020 $ 647,572 (319,096)
	328,476
	15,579 (290,256) (22,153) (307,541) (1,040,794) (1,185,683)
	(2,502,372) -
	(2,502,372) -
	(2,502,372)
	Cents (7.10) (7.10)

The Group’s consolidated financial results reflect the one-month period from 3 December 2020 to 31 December 2020. 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

8

Cluey Ltd Consolidated statement of financial position As at 31 December 2020

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Note Assets Current assets Cash and cash equivalents 7 Trade and other receivables 8 Other assets 9 Total current assets Non-current assets Property, plant and equipment 10 Intangibles 11 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 12 Contract liabilities 13 Employee benefits Total current liabilities Total liabilities Net assets Equity Issued capital 14 Group reorganisation reserve 15 Accumulated losses Total equity	Group 31 Dec 2020 $ 35,727,733 166,640 860,932
	36,755,305
	113,150 594,331
	707,481
	37,462,786
	1,931,097 311,944 442,891
	2,685,932
	2,685,932
	34,776,854
	139,194,258 (101,915,032) (2,502,372)
	34,776,854

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

9

Cluey Ltd Consolidated statement of changes in equity For the period ended 31 December 2020

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Group Balance at 28 September 2020 Loss after income tax expense for the period Other comprehensive income for the period, net of tax Total comprehensive income for the period Recognised through group reorganisation (note 15) Transactions with owners in their capacity as owners: Contributions of equity (note 14) Capitalised IPO costs (note 14) Balance at 31 December 2020	Issued capital $ - - -	Group re- organisation reserve $ - - -	Accumulated losses $ - (2,502,372) -	Total equity $ - (2,502,372) -
	- - 141,016,225 (1,821,967)	- (101,915,032) - -	(2,502,372) - - -	(2,502,372) (101,915,032) 141,016,225 (1,821,967)
	139,194,258	(101,915,032)	(2,502,372)	34,776,854

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

10

Cluey Ltd Consolidated statement of cash flows For the period ended 31 December 2020

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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 Net cash used in operating activities Cash flows from investing activities Payments for intangibles 11 Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 14 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 15 Cash and cash equivalents at the end of the financial period 7

Group Period from 3 Dec 2020 to 31 Dec 2020 $ 637,446 (3,911,603) 26,151 (3,248,006) (6,244) (6,244) 30,000,000 (1,719,661) 28,280,339 25,026,089 - 10,701,644 35,727,733

The Group’s consolidated financial results reflect the one-month period from 3 December 2020 to 31 December 2020. 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 cash flows should be read in conjunction with the accompanying notes

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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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 18) on 3 December 2020. Accordingly, the Group’s financial results reflect the one-month period from 3 December 2020 to 31 December 2020. 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.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 22 February 2021.

Note 2. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

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.

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'.

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 15); and

• The statement of profit or loss and other comprehensive income reflects the results of the combined entities from 3 December 2020 to 31 December 2020.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 31 December 2020 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.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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.

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 is provided. Payments from customers are received prior to services being delivered. Fees received in advance are recognised as contract liabilities.

Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in profit or loss as other income over the periods necessary to match them with the costs that they are intended to compensate.

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.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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.

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.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

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

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 3 to 5 years Computer equipment 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 their finite life of 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 their finite life of 10 years.

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.

15

Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

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.

Financial liabilities

Financial liabilities at fair value through profit or loss ('FVTPL')

Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses’ line item in profit or loss.

Financial liabilities measured subsequently at amortised cost

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability

Borrowing costs

Borrowing costs can include interest expense, finance charged in respect of finance leases, amortisation of discounts or premiums, ancillary costs relating to borrowings, and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Borrowing costs are expenses in the period in which they are incurred, except for borrowing costs incurred as part of the cost of the construction of a qualifying asset which are capitalised until the asset is ready for its intended use or sale.

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.

Defined contribution superannuation expense

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

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

Share-based payments

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

Equity-settled transactions are awards of shares, or options 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 either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, 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, together with non-vesting 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.

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.

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 shares assumed to have been issued for no consideration in relation to 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.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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.

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, supply chain 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.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

At 31 December 2020 no potential tax losses available to the Group have 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.

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.

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.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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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 First Interim Report reflects the one operating segment.

Note 5. Revenue

Disaggregation of revenue

Revenue of $647,572 for the period relates to online tutoring within Australia and the services are transferred at a point in time.

Note 6. 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 10) Intangible assets (note 11) Total depreciation and amortisation Employee benefits expense Wages and salaries and other employee benefits Defined contribution superannuation expense Total employee benefits expense	Group Period from 3 Dec 2020 to 31 Dec 2020 $ 319,096
	4,208 6,414
	10,622
	957,880 82,914
	1,040,794

Note 7. Cash and cash equivalents

Current assets Cash on hand Cash at bank Cash on short-term deposit	Group 31 Dec 2020 $ 48 727,685 35,000,000
	35,727,733

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020 Note 8. Trade and other receivables

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Current assets Trade receivables Goods and services tax recoverable Interest receivable Note 9. Other assets Current assets Prepayments Other current assets Note 10. Property, plant and equipment Non-current assets Computer equipment - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation	Group 31 Dec 2020 $ 49,582 106,954 10,104
	166,640
	Group 31 Dec 2020 $ 755,727 105,205
	860,932
	Group 31 Dec 2020 $ 102,889 (52,781)
	50,108
	106,462 (43,420)
	63,042
	113,150

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 through group reorganisation (refer note 2, note 15) Depreciation expense Balance at 31 December 2020	Computer equipment $ - 52,928 (2,820)	Office equipment $ - 64,430 (1,388)	Total $ - 117,358 (4,208)
	50,108	63,042	113,150

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 10. Property, plant and equipment (continued)

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 11. Intangibles

Non-current assets Platform - at cost Less: Accumulated amortisation Content - at cost Less: Accumulated amortisation	Group 31 Dec 2020 $ 173,700 (48,826)
	124,874
	587,526 (118,069)
	469,457
	594,331

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 15) Amortisation expense Balance at 31 December 2020	Platform $ - - 126,349 (1,475)	Content $ - 6,244 468,152 (4,939)	Total $ - 6,244 594,501 (6,414)
	124,874	469,457	594,331

Note 12. Trade and other payables

Current liabilities Trade payables Accrued expenses Other payables (including employment related liabilities)	Group 31 Dec 2020 $ 885,846 181,929 863,322
	1,931,097

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 13. Contract liabilities

	Group
	31 Dec 2020
	$
Current liabilities
Contract liabilities	311,944
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	303,570
Additions on group reorganisation (refer note 15)	380,019
Transfer to revenue	(371,645)
Closing balance	311,944
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 $311,944 as at 31 December 2020 and is expected to be recognised as revenue in	future periods
as follows:

Within 2 months Note 14. Issued capital Ordinary shares - fully paid 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 15) 3 December 2020 Capitalised IPO costs Less: Treasury shares under employee share plan Balance 31 December 2020	Group 31 Dec 2020 $ 311,944 Group 31 Dec 2020 31 Dec 2020 Shares $ 115,465,114 139,194,258	Group 31 Dec 2020 $ 311,944
	Shares - 24,999,969 50,813 94,510,743 - 119,561,525 (4,096,411) 115,465,114	$ - 30,000,000 60,976 112,541,577 (1,821,967)
		140,780,586 (1,586,328)
		139,194,258

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 14. Issued capital (continued)

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.

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.

Note 15. Group reorganisation reserve

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).

Group reorganisation reserve	Group 31 Dec 2020 $ (101,915,032)

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 Net assets acquired (refer below) Shares issued on acquisition, net of Treasury Shares (note 14) * Balance at 31 December 2020	Group re- organisation $ - 9,040,217 (110,955,249)
	(101,915,032)

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

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 15. Group reorganisation reserve (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
	(2,986,259) (380,019) (515,482)
	(3,881,760)
	9,040,217

Note 16. Dividends

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

Note 17. Contingent liabilities

The Group has given a bank guarantee as at 31 December 2020 of $105,205 to their landlord.

Note 18. 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 /	31 Dec 2020
Name	Country of incorporation	%
Quartet Education Holdings Pty Ltd	Australia	100.00%
Cluey Learning Pty Ltd	Australia	100.00%
Quartet Education Holdings Option Share Trust	Australia	100.00%

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 19. Earnings per share

Loss after income tax attributable to the owners of Cluey Ltd Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share Note 20. Share-based payments	Group Period from 3 Dec 2020 to 31 Dec 2020 $ (2,502,372)
	Number 35,247,245
	35,247,245
	Cents (7.10) (7.10)

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.

As at 31 December 2020 no options had been granted under the Employee Incentive Plan.

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Cluey Ltd Notes to the consolidated financial statements 31 December 2020

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Note 21. Events after the reporting period

No matter or circumstance has arisen since 31 December 2020 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.

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Cluey Ltd Directors' declaration 31 December 2020

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In the directors' opinion:

• the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December 2020 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.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_____ _______ Mark Rohald Robert Gavshon Director Chairman 22 February 2021 Sydney

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

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

Independent Auditor’s Review Report to the Members of Cluey Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Cluey Limited and its subsidiaries (the “Group”), which comprises the condensed consolidated interim statement of financial position as at 31 December 2020, and the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of cash flows and the condensed consolidated interim statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group is not in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Half-year Financial Report section of our report. We are independent of the Group in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual 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 review report.

Directors’ Responsibilities for the Half-year Financial Report

The directors of the Company are responsible for the preparation of the half-year 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 half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Review of the Half-year Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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

©2021 Deloitte Touche Tohmatsu

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A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

DELOITTE TOUCHE TOHMATSU

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Alfie Nehama Partner Chartered Accountants Sydney, 22 February 2021

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