FRONTIER DIGITAL VENTURES LIMITED - Annual Report 2020

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FRONTIER DIGITAL VENTURES LIMITED ABN 25 609 183 959 AUDITED FINANCIAL STATEMENTS For the financial year ended 31 December 2020

Frontier Digital Ventures Limited and Controlled Entities Chairman’s Letter

CHAIRMAN’S LETTER

Fellow Shareholders,

Calendar year 2020 was a milestone year for Frontier Digital Ventures (FDV) as we advanced our strategy of becoming the leading global operator of online marketplace businesses in emerging markets. Our focus during the year has been on creating long-term shareholder value by ensuring the continuation of strong results from our portfolio companies, despite the once-ina-century global healthcare pandemic. We have also been opportunistically strengthening our long-term growth platform by targeting attractive new acquisition opportunities.

Pleasingly, FDV was in an enviable position at the onset of the COVID-19 pandemic. Our first priority was to make sure that our operating companies both weathered the various impacts caused by the COVID-19 pandemic and emerged stronger once those impacts passed. It was clear we needed to prepare for the worst-case outcome by making sure our operating companies were operating as efficiently as possible. That strategy was effective and we witnessed a strong revenue recovery in most of our investee companies as the year advanced. We continue to closely monitor and assess the COVID-19 pandemic, which is still front-of-mind in certain jurisdictions in which our operating companies operate. In an economic sense in calendar year 2020 FDV’s percentage share of revenue of A$23.7m was the same as the 2019 result, although there was a maiden full year profit at a portfolio level.

We formed a strong view early in the COVID-19 pandemic that the challenging operating environment would lead to compelling acquisition opportunities. This became a reality during the second half of the year as we made a number of investments to position FDV for strong growth over the coming years. During 2020 FDV invested A$57.8m and acquired 100% of the issued capital of:

Fincaraíz.com, the leading real estate classifieds portal in Colombia;
Avito.ma, the leading general classifieds business in Morocco; and
Tayara.tn, the leading general classified business in Tunisia.

We have conducted extensive strategic reviews of each of these companies in the post completion period, and, where necessary, established new operational structures and implemented best-practice online classified strategies. These acquisitions provide an exciting opportunity to extend FDV’s market leadership across the LATAM and MENA regions and materially enhance FDV’s growth trajectory.

2020 was also a busy year in relation to corporate activity within our existing portfolio. A continuing optimisation of our portfolio during the year included the following activities completed or substantially completed during 2020:

the sale of 20% Propzy shareholding for A$7m;
an increased shareholding in iMyanmarhouse to over 50%;
an increased shareholding in LankaPropertyWeb to over 50%;
the combination of Encuentra24 and OLX group’s Central American platform under the Encuentra24 brand; and
a partnership between InfoCasas and AoCubo a digital real estate platform in Brazil.

I should also note the post-balance date increased shareholding in Moteur to 100%, and purchase for A$24.5m of 100% of the issued capital of Yapo.cl, the leading general classifieds business in Chile. Although the agreement to purchase the newest member of our portfolio was not signed until February 2021, negotiations commenced in 2020. This strategic acquisition further strengthens our market position in Latin America through entry into a new market, complementing existing market positions held by Fincaraíz, InfoCasas and Encuentra24.

Another post-balance date development relates to the February 2021 military coup in Myanmar which overthrew the elected civilian government and left the country’s military in charge. FDV-controlled entities iMyanmarhouse and CarsDB have been affected by the coup, with revenue for both companies materially lower than budget in the first quarter. More detailed information on the financial impact and potential impairment charges is provided in the following financial report, noting these companies represented less than 5% of FDV’s percentage share of revenue in 2020, and this number will fall further given the new acquisitions. Although there are plans by both companies to resume trading in the near future, the situation remains highly uncertain and FDV continues to assess and monitor the situation closely.

Frontier Digital Ventures Limited and Controlled Entities Chairman’s Letter

FDV’s balance sheet was strengthened considerably during the 2020 year by way of:

a strategic placement to institutional investors in North America of A$6.5m in July; and
a A$99m institutional placement and entitlement offer to fund our new acquisitions in October.

Your Board of Directors is pleased with FDV’s achievements during 2020, a milestone year, and the share price performance has been positive, with our shares almost doubling over the year. Inclusion in the All Ordinaries Index and S&P/ASX All Technology Index also reflects our growing profile and reputation in the investment community. We are excited about the contributions that Fincaraíz, Avito, Tayara and Yapo will make to our portfolio in the year ahead.

I would like to thank Shaun and his hard-working management team on behalf of the Board of Directors for all their efforts during what was a particularly challenging, and extremely busy, 2020. Finally, but perhaps most importantly, your Board of Directors would like to thank our shareholders for their continued support as we continue to successfully execute on our longterm vision.

Yours faithfully,

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Anthony Klok Chairman

28 April, 2021

Frontier Digital Ventures Limited and Controlled Entities

CONTENTS
	Page
Directors’ Report	1
Remuneration Report	11
Auditor’s Independence Declaration	21
Consolidated Statement of Comprehensive Income	22
Consolidated Statement of Financial Position	24
Consolidated Statement of Changes in Equity	26
Consolidated Statement of Cash Flows	27
Notes to the Financial Statements	28
Directors’ Declaration	78
Independent Auditor’s Report to the Members of Frontier Digital Ventures Limited	79
Shareholder Information	85
Corporate Directory	87

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

DIRECTORS’ REPORT

The Directors of Frontier Digital Ventures Limited (“the Company” or “Frontier”) submit the annual financial report of the Company and its subsidiaries (“the Group”) for the financial year ended 31 December 2020. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report is as follows:

Information about the Directors and senior management

The names and particulars of the Directors of the Company during, or since the end of, the financial year are as follows:

Anthony Klok Independent Director, non-executive Chairman Shaun Di Gregorio Non-independent executive Director and Chief Executive Officer Mark Licciardo Independent, non-executive Director and Company Secretary Belinda Cleminson Joint Company Secretary (resigned on 1 December 2020)

Details of Directors of the Company, the Company Secretary, the Chief Executive Officer and key management personnel in office at the date of this report, and each of their qualifications, experience and special responsibilities are below.

Name

Experience

Anthony Klok (Independent Director, nonexecutive Chairman)

Mr Klok has more than 35 years’ advisory and operational experience in diverse areas including legal, corporate advisory, media and technology and internet businesses. Mr Klok is an experienced lawyer and senior executive with considerable experience in sourcing, negotiating and investing in online and technology companies. Mr Klok has significant Board experience within the online classifieds sector as a former non- executive Director of both Carsales and Seek. Mr Klok currently holds board positions with Frontier Digital Ventures, Prospecta, Genero, Camms and Betfair Australia. Previous board positions included Fox Sports, Carsales, Seek, NineMSN, Ticketek, Sydney SuperDome, Wizard and on a number of early stage technology companies.

Mr Klok holds a double degree of Bachelor of Commerce and Laws from the University of Tasmania.

Shaun Di Gregorio (Non-independent executive Director and Chief Executive Officer)

During Mr Di Gregorio’s four year tenure as CEO of ASX listed company, iProperty Group Limited, he led the transformation of iProperty Group from a small online business with a market capitalisation of approximately $15 million into one of the largest listed Internet companies in ASEAN with a market capitalisation of approximately $524 million. He was a non-executive director of iCar Asia (ASX:ICQ) until June of 2016 and is an advisor to online classifieds businesses around the world.

Mr Di Gregorio spent eight years as General Manager at Australia-based REA Group, a global leader and publisher of as many as 20 real estate websites in 12 countries. As General Manager of the core Australian business and global leader at ‘realestate.com.au’, Mr Di Gregorio grew the business alongside a team of eight people with revenue of AU$5million into a company with more than 300 staff and revenues exceeding AU$150 million.

Mr Di Gregorio holds a Master of Business Administration from the Australian Graduate School of Management, part of the University of New South Wales.

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Information about the Directors and senior management (cont’d)

Name

Experience

Mark Licciardo (Independent, nonexecutive Director and Company Secretary)

Mark Licciardo is the founder and Managing Director of Mertons Corporate Services. A former Company Secretary of Top 50 ASX listed companies Transurban Group and Australian Foundation Investment Company Limited, his expertise includes working with boards of directors in the areas of corporate governance, administration and company secretarial. Mark is a Fellow of the Australian Institute of Company Directors (AICD), the Institute of Company Secretaries and Administrators and the Governance Institute of Australia. Mark is a current director of a number of ASX listed public and private companies and a former Chairman of the Governance Institute of Australia Victoria division, Melbourne Fringe Festival and the Academy of Design Melbourne (LCI Melbourne).

Mr Licciardo holds a Bachelor of Business Degree (Accounting) from Victoria University and a Graduate Diploma in Company Secretarial Practice

Mr Licciardo is a former director of ASX listed entities Ensogo Limited, Mobilicom Limited and iCar Asia Limited.

Eddie Lim (Chief Financial Officer)

Mr Lim was previously the Finance Director of TAEL Partners, a leading private equity partner to ASEAN businesses specialising in growth-oriented investments. Prior to this, Mr Lim served as the Treasurer of Carrefour Malaysia and Singapore, including through its acquisition by Aeon of Japan. Earlier in his career, Mr Lim held various other management and associate positions at firms such as Ernst & Young, PwC and KPMG.

Mr Lim holds a Bachelor of Accounting (Hons) from the University of Hertfordshire and is a Fellow of the Association of Chartered Certified Accountants.

Jason Thoe (Chief Operating Officer)

An established digital marketplace professional, Mr Thoe has held various roles in successful online classifieds, technology and marketing consulting entities throughout his career. Prior to joining FDV as Director of Growth & Operations, he was instrumental in driving iCarAsia’s rapid growth in various capacities across its 7 brands in 3 markets over his 4 year tenure. Before that, he served as the head of marketing at PropertyGuru during its pioneering phase in Malaysia.

Mr Thoe holds a Bachelor of Business Management (Hons.) from the University of Queensland.

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Directors’ shareholdings

The following table sets out each director’s shareholding as at 31 December 2020, their relevant interest in shares and options in the Company as at that date.

Fully paid ordinary shares	Fully paid ordinary shares
Director Number	%

Anthony Klok 140,000	0.04%
Shaun Di Gregorio 37,209,490 Mark Licciardo 305,975	10.85% 0.09%

Remuneration of Directors and senior management

Information about the remuneration of Directors and senior management is set out in the Remuneration Report on page 11 and in Note 29 Key management personnel compensation.

Share options and rights granted to Directors and senior management

There were no new share options and share rights granted to Directors or senior management during the year (2019: 450,000 share options) nor since the end of the financial year.

As at the date of this report, there were 150,000 unvested share options and 300,000 vested share options and no unissued ordinary shares rights (450,000 share options at 31 December 2019).

Further details on the Options, Share Rights Plan and outstanding share rights are disclosed in the Remuneration Report.

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Principal activities

The principal activity of the Group during the year was investing in and operating developing online classifieds businesses (“Operating Companies”) in emerging and developing countries or regions (“Target Markets”) which are markets at an early stage of online development, but with anticipated strong growth prospects.

Over the course of the year, the Group has continued its geographical focus on Target Markets in developing Asia (excluding China and India), Central and South America, and Africa/MENA, with particular focus on South East Asia and South America.

Changes in State of Affairs

The issued share capital of the Company increased by $106,451,938 from the issue of 86,796,078 shares during the year.

As a result of a share placement, 85,932,271 ordinary shares were issued for cash of $105,589,115. A further 618,286 ordinary shares with a value $683,824 were issued as purchase consideration for an investment. The remaining shares of 245,521 with a value of $178,999 were issued to Directors and employees as share based payments.

In relation to the political situation in Myanmar refer to Notes 33 and 34 of the financial statements.

Review of Operations

A detailed review of operations and results of those operations will be set out in the Annual Report. A summary of the Group’s performance is below.

Due to the nature of Frontier’s portfolio, there is a difference between the “economic interest” in investments and the financial performance reported in the consolidated financial statements. At the year end, the portfolio consisted of twelve investments accounted for as Controlled Entities on a Consolidated basis and three investments reported as Associates under the equity method in accordance with AASB 128.

On a Consolidated basis, the revenues from continuing operations of Controlled Entities in the Group grew by $5,481,287 (36%) from $15,345,784 in FY2019 to $20,827,071 in FY2020.

	2020 $ 2019 $
*Revenue from continuing operations of Controlled Entities*	*20,827,071* *15,345,784*
Corporate revenues	2,406 2,062
Revenue from continuing operations	20,829,477 15,347,846

Adjusted EBITDA loss from continuing operations of Controlled Entities	348,195 (1,835,973)
Corporate and consolidatedresults	(4,193,708) (2,592,993)
*Adjusted EBITDA loss from continuing operations (Note 4)*	*(3,845,513)* *(4,428,966)*

Share of Associate’s net loss before foreign exchange losses	(1,941,592) (2,468,010)
Gains from disposal of Controlled Entity and deemed disposal of Associate shareholding	6,798,910 6,732,235
Equity settled share-based payments	(142,051) (224,795)
Depreciationand amortisation	(5,426,334) (3,098,200)
*Loss from continuing operations before unrealised foreign* *exchange (losses)/gains*	*(4,556,580)* *(3,487,736)*
Unrealised currency exchange (losses)/gains	(10,274,167) 100,570
Share of Associate’s unrealised foreign exchange losses	(1,266,434) (997,331)
Netloss andimpairmentlossfromdiscontinued operations	(267,935) (872,976)
*Loss before interest and tax (EBIT)*	*(16,365,116)* *(5,257,473)*

Net interest received	129,819 378,180
Income taxcredit/(expense)	24,977 (87,797)
Net loss after tax	(16,210,320) (4,967,090)

Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as restructuring costs, legal expenses, and other isolated, non-recurring events. It also excludes the effects of equitysettled share-based payments and unrealised gains or losses on financial instruments

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Review of Operations (cont’d)

In February 2020, the Group disposed of its entire shareholdings in Propzy, an associate, for a cash consideration of US$4,660,000 (AUD equivalent $6,905,654). The sale price represents a ~300% return to FDV‘s shareholders in ~2.5 years and is the first material monetisation event in FDV‘s history.

During the year, the Group acquired 100% of the issued capital of Fincaraiz, Avito and Tayara from Adevinta (Note 24). Avito and Tayara, the leading general classifieds portals in Morocco and Tunisia respectively, were acquired for the total consideration of EUR 15,330,555 (AUD equivalent $25,017,252). Fincaraiz, the leading online property portal in Colombia, was acquired for US$23,653,010 (AUD equivalent $32,746,795). The acquisitions are expected to make a significant contribution to revenue on an FDV ownership basis and increase scale and diversification across key geographies and verticals.

The Group also increased its equity interest in two operating companies, iMyanmarhouse and LankaPropertyWeb to 52.6% and 53.0% respectively. These investments are consistent with FDV’s desire to increase its ownership of the best operating companies in its portfolio.

Additionally, there was a number of key operational achievements across the portfolio during the year:

In July 2020, Encuentra24 and OLX Group‘s Central American online classifieds platforms entered into an agreement to combine under the Encuentra24 brand. The combined business span 6 countries, with Encuentra24’s growth profile to benefit from a stronger brand position across more markets.
In September 2020, InfoCasas entered into a partnership agreement with AoCubo, a rapidly growing digital real estate brokerage platform in Brazil, to provide technology and services to facilitate expansion. In exchange, InfoCasas received an option to acquire up to 20% shareholding in AoCubo based on its current valuation. The partnership represents a compelling opportunity for InfoCasas to expand intro Brazil, through a structure that provides an attractive risk-return profile for its shareholders.

Accounting control over subsidiaries in which the Group holds a minority interest is achieved as a result of the Group’s absolute and unfettered discretion over operational matters, significant to the Group’s ability to direct the business activities of the investments.

The unrealised currency exchange loss of $10,274,167 is primarily due to the intercompany loan between FDV AU (functional currency in AUD) and FDV SG (functional currency in USD) extended to the intermediate holding company to make investments, noting this does not impact the trading performance of the company.

Most acquisitions are denominated in USD and USD is the functional currency of the intermediate holding company of the Group as well as a number of subsidiaries. The Group held 24% (2019: 48%) of its cash and Term Deposit balances in USD denominated accounts at the year end. Since the Group reports its financial results in AUD, it carries currency reporting risks. This is reflected in the unrealised currency exchange loss of $10,274,167 reported in the current period (2019: unrealised currency exchange gains of $100,570).

Portfolio of Operating Entities

Economic Share Basis

An alternativereflection of the Group’s performance and contribution to shareholder wealth is the cumulative sum of the Group’s proportionate share of the Operating Entities, measuring the performance of each investments on an economic share basis, regardless of control and the accounting treatment applied.

On an economic share basis, below is a summary of Revenue and Adjusted EBITDA since FY2016 for the full portfolio of Operating Entities:

Economic Share basis (Operating Entities)	2016 $’000	2017 $’000	2018 $’000	2019 $’000	2020 $’000
Revenue	3,897	8,896	14,377	23,730	23,730
Revenue Growth (%)	N/A	128%	62%	65%	0%
AdjustedEBITDA	(4,311)	(4,352)	(3,843)	(2,263)	629
EBITDA loss (%)	(111%)	(49%)	(27%)	(10%)	3%

Share price at 31 December	$0.487	$0.695	$0.500	$0.815	$1.490

100% Basis

While a review of performance on an economic share basis is the best indicator of shareholder wealth through a valuation of the sum of parts, the best measure of underlying performances of the Operating Entities is through a review of performances on a 100% basis.

Outlined below is a reconciliation bridging Revenues on an 100% basis to an economic share basis and to the accounting treatment for FY20.

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Review of Operations (cont’d)

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Accounting breakdown Economic breakdown
63.1
63.1 42.1 39.4
21.1 23.7
Full year revenue Revenue from Full year revenue Full year revenue Revenue Fontier economic
for all associates for consolidated for all attributable to share of full year
investments investments investments other revenue
(100%) (100%) (100% basis) shareholders
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The historical performance of the Operating Entities in the Frontier portfolio on a 100% basis since 2016 is summarised below:

100% basis	2016 $’000	2017 $’000	2018 $’000	2019 $’000	2020 $’000
Revenue	15,129	27,008	41,729	72,660	63,138
Revenue Growth (%)	_N/A _	79%	55%	74%	-13%
AdjustedEBITDA	(13,555)	(12,901)	(11,728)	(7,702)	1,673
EBITDA loss (%)	(90%)	(48%)	(28%)	(11%)	3%

*Non Financial* *Key Performance* *Indicators*	Dec 2016	Dec 2017	Dec 2018	Dec 2019	Dec 2020
Sessions	19,136,983	22,899,603	25,241,507	_28,435,964 _	38,773,245
Advertisers	1247,927	170,731	197,921	218,656	191,480

Dividends

No dividends have been paid or declared since the start of the financial year and the Group does not propose to pay a dividend for this reporting period.

Business Strategies & Future Developments

Frontier is a leading operator of online marketplaces in emerging and developing markets, primarily in Developing Asia (ex China and India), Latin America and MENA. Since its incorporation in 2014, the company has established a portfolio of online classified businesses across the property, automotive and general classifieds sectors. Frontier’s portfolio currently comprises of 16 market leading companies, which operate across 21 different markets.

Frontier has grown significantly since its IPO in August 2016 with the Company seeing sustained revenue growth across the portfolio. Successfully navigation of COVID-19 provides significant momentum into 2021 with an enhanced revenue growth trajectory supported by new acquisition and increased ownership of high growth operating companies. Additionally, significant operational improvements across individual operating companies initiated early in 2020 supports continued revenue growth.

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Figures are for entities with continuing operations as at 31 December 2020 (excludes Propzy) 2. 2020 pro-forma result includes revenue contributions of Fincaraíz, Avito and Tayara from 1 January to 4 November 2020

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Business Strategies & Future Developments (cont’d)

Since its IPO in 2016, Frontier has consistently executed on its goal to increase ownership levels of proven businesses. In October 2020, Frontier acquired 100% of the issued capital of Fincaraíz, Avito and Tayara from Adevinta ASA accelerating the strategic evolution towards greater control. Frontier will continue to assess acquisition opportunities and increased investment in its operating companies in line with Frontier’s targeted investment approach.

Outside of this goal, Frontier has also set its broader strategic goals for 2021, which include:

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In 2021, Frontier will continue to execute on its proven strategy focused on pursing scalable growth and profitability across the operating companies. In line with Frontier’s focus on long-term value creation strategy, the Company will assess monetisation opportunities in the interests of all shareholders. There are a number of monetisation options available to Frontier, for both individual investments and groups of investments, including (but are not limited to);

Sell down to existing shareholders
Sale to financial investors
Tranche sale to new shareholders
Trade sale to strategic investors
Initial Public Offering (or listing via a reverse takeover)
Merger with a competitor

The business remains well positioned to continue its growth trajectory and deliver value for its shareholders.

Environmental Issues

The Company takes a responsible approach in relation to the management of environmental matters. All significant environmental risks have been reviewed and the Group has no legal obligation to take corrective action in respect of any environmental matter.

Share Issues

During the course of the year, the Company issued shares as follows:

Month	No. of Shares	Net Amount Issue Type
		$
March 2020	618,286	683,824 Consideration for increase in the group’s holding in iMyanmarhouse
March 2020	141,940	106,455 Executive incentive plan
June 2020	88,326	60,000 Directors’ remuneration
July 2020	6,640,842	6,474,821 Institutional placement
September 2020	15,255	12,544 Long-term incentive plan
October 2020	74,097,588	92,621,985 Institutional placement and institutional entitlement offer
November 2020	5,193,841	6,492,309 Retail entitlement offer
Total for the year	86,796,078	106,451,938

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

COVID-19 Impact

Since March 2020 the Group’s performance has been impacted by the COVID-19 pandemic, primarily as a result of the economic disruption and government restrictions.

The Group has observed a high correlation between the timing and the duration of the temporary lockdowns and economic activity. These restrictions have diminished or even halted some form of economic activities and in response the Group responded rapidly by reviewing and reducing expenditure.

Despite the COVID-19 headwinds, the Group has demonstrated its resilience, underpinned by diligent cost management. Unfortunately, the impact of the pandemic over the countries where the Group operate has resulted in an unrealised foreign exchange loss of $10,274,167 (2019: $100,570). In turn, this has deteriorated the Group’s operating loss from continuing operations increasing to $19,688,065 (2019: $7,651,391).

The Group has reviewed the Expected Credit Loss (“ECL”) provisioning and assessed the need for impairment on trade receivables. Consequently, an increase in provision for ECL (also refer to Note 10 for reconciliation) amounting to $7,054,809 (2019: $379,985) is recognised in this financial period. No impairment of assets and goodwill are considered necessary.

Events subsequent to reporting date

Myanmar Political Situation

On 1 February 2021, Myanmar’s military staged a coup and overthrew the elected civilian government. The military is now in charge and has declared a year-long state of emergency with political power transferred to Commander-in-Chief of Defence Services. There has been numerous deadly street protests since and the military has imposed restrictions, including curfew and ban to gatherings. The Group’s operations in Myanmar impacted are the FDV controlled entities iMyanmarhouse and CarsDB.

iMyanmarhouse

Operations are located in the centre of the capital Yangon and have been substantially affected by the coup. There have been limited communications with the Group since February due to the military restrictions over phone lines and the internet. Management and staff have not been able to get back to work due to closure of roads leading to their office and other restrictions. The Group holds 52.63% of the entity’s share capital.

The Group lost control (as defined under Accounting Standards) of iMyanmarhouse on or about 1 February 2021 as a result of the military coup and the impact of that on the Group’s ability to use its power over the investee to affect the amount of the Group’s returns. From that date the Group ceased to consolidate the results and the assets and liabilities of that entity. The Group’s loss on deconsolidation of this entity is $2,400,044 as set out in Note 33. The Group has not received any consideration in connection with the loss of control.

Management will continue to explore options to recommence control of iMyanmarhouse. If control is regained at a future point, consolidation of the entity will recommence.

CarsDB

Operations are outside the coup affected area however the future impacts, if any, remains unknown. CarsDB continues to submit financial information to the Group and channels of communication are open. The Group holds 64.81% of the entity’s share capital and despite this post year end event, Management believes that they continue to exercise control over this entity.

The impact of the coup may result in negative impacts on financial performance which may impact on the carrying amounts of assets and liabilities. At the date of this report it is not possible to quantify the effects of these possible changes.

If the current political situation does impact Management’s ability to control CarsDB, it is possible that the Group will also cease to consolidate this entity due to a loss of control (as defined under Accounting Standards).

The Group will continue to assess and monitor the situation closely.

COVID-19

The Group will continue to assess and monitor the COVID-19 situation closely as well as the measures imposed by the Governments of the respective countries where the Group operates. Although the duration and ultimate impact COVID-19 will have on world economies remain unknown, the Group’s and its operating businesses are well capitalised and are in a strong position to navigate the uncertainty 2020 has presented to businesses worldwide.

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Other subsequent events

On 20 January 2021, the Group entered into a sale and purchase agreement to acquire 306,614 ordinary shares from the other shareholder of Moteur with a total consideration of US$1,200,000 (AUD equivalent 1,551,840), increasing its equity interest by 43.69% from 56.31% to 100.00%. Consequently, the Group gain accounting control of Moteur and will consolidate its results from the date of acquisition.

On 25 February 2021, the Group entered into the sale and purchase agreement to acquire from Adevinta ASA 100% of the issued capital of Yapo.cl (“Yapo”) with cash consideration of EUR15,998,901 (AUD equivalent 24,521,407). Yapo is the leading general classifieds business in Chile, with high value auto and real estate verticals.

There has been no other transactions or events of a material and unusual nature between the end of the reporting period and the date of the report likely, in the opinion of the Directors of the Company, to affect significantly the operations of the consolidated entity, the results of those operations, or state of affairs of the consolidated entity in future years.

Indemnification of officers

The Company has indemnified each Director of the Group, the Company Secretary and previous Directors and Secretaries (Officers) against all liabilities or loss (other than to the Company or a related body corporate) that may arise from their position as Officers of the Company and its controlled entities, except where the liability arises out of conduct involving a breach of duties or negligence, or where indemnification is otherwise not permitted under the Corporations Act. The indemnity stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses, and covers a period of seven years after ceasing to be an Officer of the Company.

The Company has also indemnified the current and previous Directors of its controlled entities and certain members of the Company’s senior management for all liabilities and loss (other than to the Company or a related body corporate) that may arise from their position, except where the liability arises out of conduct involving a breach of duties or negligence, or where indemnification is otherwise not permitted under the Corporations Act.

The Company has executed deeds of indemnity with each of the Non-Executive Directors.

Indemnification of auditors

To the extent permitted by law, the Company has agreed to indemnify its auditors, Deloitte Touche Tohmatsu, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Deloitte Touche Tohmatsu during or since the financial year.

Directors’ and Officers’ Insurance

The Company has paid insurance premiums for one year’s cover in respect of Directors’ and Officers’ liability insurance contracts, for Officers of the Company and of its controlled entities. The insurance cover is on standard industry terms and provides cover for loss and liability for wrongful acts in relation to the relevant person’s role as an Officer, except that cover is not provided for loss in relation to Officers gaining any profit or advantage to which they were not legally entitled, or Officers committing any criminal, dishonest, fraudulent or malicious act or omission, or any knowing or wilful violation of any statute or regulation.

The insurance does not provide cover for the independent auditors of the Company or of a related body corporate of the Company.

In accordance with usual commercial practice, the insurance contract prohibits disclosure of details of the nature of the liabilities covered by the insurance, the limit of indemnity and the amount of the premium paid under the contract.

Directors’ meetings

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member).

During the financial year, there were five Board Meetings, one Remuneration and Nomination Committee meetings and two Audit and Risk Committee meetings.

	Board of	Directors	Audit & Risk Committee	Nomination & Remuneration Committee	Nomination & Remuneration Committee
Directors	Held	Attended	Held Attended	Held	Attended
Anthony Klok	5	5	2 2	1	1
Shaun Di Gregorio	5	5	- -	-	-
Mark Licciardo	5	3	2 2	1	1

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Directors’ Interest in Contracts

No material contracts involving Directors’ interests were entered into since the end of the previous financial year, or existed at the end of the year, other than those transactions detailed in Note 29 to the Financial Statements.

Non-audit services

The Board of Directors, in accordance with advice from the Audit and Risk Committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

all non-audit services are reviewed and approved by the Audit and Risk committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence as set out in the Institute of Chartered Accountants in Australia and CPA Australia’s Professional Statement F1: Professional Independence.

Fees to the external auditors for non-audit services amounted to $ Nil during the financial year (2019: $29,400).

Auditor’s independence declaration

The statement by the Consolidated Entity’s external auditors to the members of Frontier Digital Ventures Limited in relation to the auditors’ compliance with the independence requirements of the Corporations Act and the professional code of conduct for external auditors, forms part of this Directors’ Report and is set out after this Directors’ Report on page 21.

No person who was an Officer of the Company during the financial year was a Director or partner of the Group’s external auditor at a time when the Group’s external auditor conducted an audit of the Group.

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

REMUNERATION REPORT

This Remuneration Report forms part of the Directors’ Report and outlines the remuneration arrangements for executives and employees of Frontier Digital Ventures Limited and controlled entities, including Specified Directors and Specified Executives in accordance with section 300A and Regulation 2M.3.03 of the Corporations Regulations

Director and senior management details

The following persons acted as Directors of the Company during or since the end of the financial year:

Shaun Di Gregorio
Anthony Klok
Mark Licciardo

The term ‘senior management’ is used in this remuneration report to refer to the following persons. Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year:

Shaun Di Gregorio (Chief Executive Officer)
Eddie Lim (Chief Financial Officer – appointed on 6 April 2020 )
Jason Thoe (Chief Operating Officer)
Shiao Chan (Chief Financial Officer – resigned on 31 March 2020

Remuneration & Nomination Committee

Role

The membership, responsibilities, authority and activities of the Remuneration & Nomination Committee are set out in the Remuneration & Nomination Committee Charter, which has been approved by the Board.

The responsibilities of the Remuneration Committee are to:

monitor, review and recommend to the Board, as necessary and appropriate: o the remuneration, superannuation and incentive policies and arrangements for the Chief Executive Officer and key management personnel (i.e. those executives who report directly to the Chief Executive Officer);
the remuneration arrangements for Non-Executive Directors on the Board;
the recruitment, retention and termination policies and procedures for the Chief Executive Officer and key management personnel; and
key appointments and executive succession planning.
oversee the Group’s general remuneration strategy;
review the composition of the Board including:
the criteria for selection of Directors, having regard to the need for the breadth and depth of skills and experience on the Board; and
the process for selecting new Directors.

Membership and meetings

As at the date of this report, the members of the Remuneration & Nomination Committee were:

Anthony Klok (Chairman)
Mark Licciardo

The Chief Executive Officer and the Chief Financial Officer attend meetings by invitation to assist the Committee in its deliberations except on matters associated with their own remuneration.

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Advisers

External specialist remuneration advice is sought on an as-needs basis in respect of remuneration arrangements for NonExecutive Directors of the Board and key management personnel of the Group. General reward advice is sought on an ad hoc basis. No external reward advice was received during the financial year in respect of executive rights (2019: Nil).

Reward policy

The Company has an established policy for determining the nature and amount of emoluments of Board members and key management personnel of the Company to align remuneration with the performance of the Group. The remuneration structure for the key management personnel seeks to emphasise payment for results.

Reward philosophy

The Company’s overall philosophy is to manage the remuneration to:

create an environment that will attract top talent, and where people can be motivated with energy and passion to deliver superior performance;
recognise capabilities and promote opportunities for career and professional development;
provide rewards, benefits and conditions that are competitive within the markets in which the Group operates; and
provide fair and consistent rewards across the Group, which support corporate principles.

The Company has a policy of ensuring that at least part of the remuneration of key management personnel is based on the performance of the Company. Key management personnel are compensated with fixed remuneration and “at risk” remuneration based on revenue and earnings targets.

Statutory performance indicators and shareholder wealth

The Group’s remuneration includes an ‘at risk’ element of performance incentive with entitlement to incentives contingent upon the achievement of pre-determined revenue and operating expense targets by investments across the entire portfolio. This component of the remuneration structure will increase as a percentage of total executive remuneration as employee Share Rights diminish over time.

The consolidated financial statements report significant growth during the year with consolidated revenues from continuing operations increasing by 36% and corresponding EBITDA losses continuing to narrow, falling from 29% to 19%.

Consolidated basis	2016 $	2017 $	2018 $	2019 $	2020 $
Revenue*	2,139,551	10,041,144	12,773,922	15,347,846	20,829,477
AdjustedEBITDA*	(3,681,880)	(6,334,667)	(5,931,557)	(4,428,966)	(3,845,513)
Net loss after tax	(4,603,325)	(17,825,316)	(10,256,495)	(4,967,090)	(16,210,320)

*Continuing operations at respective reporting period end

As noted in the Directors’ Report, due the combination of Controlled Entities and Associate companies in the Frontier portfolio, the most appropriate view of Group performance and the effect on shareholder wealth is an assessment of the Operating Entities on an economic share basis.

On an economic share basis, full portfolio revenues have grown by nil % with EBITDA losses improving from 10% loss to a EBITDA gain of 3% during the year.

Economic Share basis (Operating Entities)	2016 $	2017 $	2018 $	2019 $	2020 $
Revenue	3,896,908	8,895,842	14,377,293	23,729,914	23,729,751
Revenue Growth (%)	_N/A _	128%	62%	65%	0%
Adjusted EBITDA	(4,311,376)	(4,352,425)	(3,842,645)	(2,263,318)	629,092
EBITDA loss (%)	(111%)	(49%)	(27%)	(10%)	3%

Share price at 31 December	$0.487	$0.695	$0.500	$0.815	$1.490

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration

The Company aims to reward key management personnel with a level and mix of remuneration commensurate with their position and responsibilities within the Company and:

Reward key management personnel for achievement of pre-determined key performance indicators;
Link reward with the strategic goals and performance of the Company; and
Ensure total remuneration is competitive by market standards.

The Remuneration for key management personnel and staff includes an annual review using a formal performance appraisal process. The Remuneration Committee recommends to the Board the level of fixed remuneration for the CEO each year based on his performance.

The remuneration structure is in two parts:

Fixed remuneration; and
Variable remuneration

Fixed remuneration

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration comprises of payroll salary, superannuation and other benefits.

Variable Remuneration

Comprises a short term incentive plan and a long term incentive plan.

Short term incentive plan (STI)

Short term incentives are used to reward performance on a year by year basis. The principal performance indicator of the short term incentive plan will be the financial performance of the Operating Entities within the Group, including both controlled entities and associate companies, during the year. The percentage and threshold level can differ for each individual and will be reviewed each year. These financial performance targets must be met in order to trigger payments to key management personnel under the STI. Payments will be made in the form of cash and shares. Key employees of Frontier will be eligible to participate in the STI program by invitation from the Board.

Long term incentive plan (LTI)

Frontier established a long term incentive plan called the Frontier Digital Ventures Limited Rights Plan (“Rights Plan”) designed to align the interests of employees with the interests of Shareholders by providing an opportunity for employees to receive an equity interest in Frontier. The last vest and exercise of the Share Rights under this Rights Plan occurred on 2 July 2019. A new Long Term Incentive Plan has since been introduced, called the Frontier Digital Ventures Limited Long Term Incentive Plan (“LTI Plan”).

These long term incentive plans are part of the Company’s remuneration strategy and are designed to align the interests of management and shareholders and assist Frontier in the attraction, motivation and retention of executives. In particular, the plans are designed to provide relevant executives with an incentive for future performance, with conditions of vesting and exercise of performance rights under the respective plans, encouraging those executives to remain with the Company and contribute to the future performance of the Company. Employees will be eligible to participate in these plans by invitation from the Board.

The adoption of the LTI Plan was approved at the Annual General Meeting of the shareholders of the Company on 24 May 2019.

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration (cont’d)

The key terms of the LTI Plan and the initial grant of those Rights are set out in the table below

Eligibility	Offers may be made at the Board's discretion to employees of the Company or any of
	its subsidiaries.
Offers under the LTI Plan	The Board may make offers of Rights at its discretion, subject to any requirements for
	Shareholder approval. The Board has the discretion to set the terms and conditions on
	which it will offer Rights in individual offer documents. An offer must be accepted by
	the employee.
	The offers for the Initial Grants are made on an opt-in basis.
Grants of Rights	The Initial Grants will be made annually on or shortly after 30 June. A Right entitles
	the holder to acquire a Share for nil consideration subject to meeting specific vesting
	conditions.
Grant price	For the Initial Grants, Rights will be granted for nil consideration.
Exercise price	For the Initial Grants, no exercise price is payable in respect of the Rights granted.
Performance period	The performance period for the Initial Grants will be from 1 July 2019 to 30 June 2022.
Vesting conditions and vesting	Rights granted under the Rights Plan will vest subject to the satisfaction of vesting
	conditions, as determined by the Board and specified in the offer document.
	Each tranche of Rights will vest equally over a period of three years.
	The first tranche of Rights will vest as follows:
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2020.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2021.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2022.
	The second tranche of Rights will vest as follows:
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2021.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2022.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2023.
	The third tranche of Rights will vest as follows:
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2022.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2023.
	• One third of the first tranche will vest if the participant remaining employed by the
	Frontier Group until 30 June 2024.
	The portion of a participant's Rights that can vest in each tranche is maximum of 25%
	of their annual gross salary.

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration (cont’d)

Entitlements associated with	Rights granted under the Rights Plan do not carry dividend rights, voting rights or
Rights	rights to capital distributions prior to vesting.
	Shares issued upon vesting of the Rights will rank equally with all other Shares.
Restrictions on dealing	Participants in the Rights Plan must not sell, transfer, encumber or otherwise deal with
	Rights.
	Participants will be free to deal with the Shares allocated on vesting of Rights, subject
	to the requirements of the Company's Policy for Dealing in Securities.
Cessation of	If a participant ceases employment with the Frontier Group due to resignation or
employment	termination for cause, all unvested Rights held by the participant will lapse unless the
	Board determines otherwise.
	If a participant ceases employment for any other reason, unless the Board determines
	otherwise, a pro rata portion of their unvested Rights (calculated by reference to the
	portion of the performance period that has elapsed up to the date of cessation) will
	remain on foot subject to the original vesting conditions for those Rights, and will vest
	as if the participant had not ceased employment. The remainder of their unvested
	Rights will automatically lapse.
Clawback and Preventing	Under the terms of the Initial Offers, the Board has 'clawback' powers which may be
inappropriate benefits	exercised if, among others things, the participant:
	• has acted unlawfully, fraudulently or dishonestly;
	• is in serious breach of their obligations in relation to the affairs of a Frontier Group
	company;
	• has committed any act of fraud, defalcation, gross misconduct;
	• has acted in a manner which brings the Company or the Frontier Group into
	disrepute;
	• has been convicted or have had judgment entered against them in connection with
	the Frontier Group's affairs; or
	• has engaged in behaviour that may impact on the Frontier Group's financial
	soundness or require re-statement of the Frontier Group's financial accounts.
Change of control	Under the terms of the Initial Offers, the Board may determine that some or all of the
	Rights will vest on a change of control. If an actual change of control occurs before the
	Board exercises this discretion:
	• a pro rata portion of the Rights will vest, calculated based on the portion of the
	relevant performance period that has elapsed up to the date of the actual change
	of control; and
	• the Board retains a discretion to determine whether the remaining unvested Rights
	will vest or lapse.

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Rights Plan

Shares under rights or issued in exercise of rights

There were no shares issued in exercise of rights during the year (2019: 1,020,000) were issued to key management personnel. The last vest and exercise of share rights under the Rights Plan occurred on 2 July 2019. There were no unvested nor unexercised share rights at the year end.

The initial grant, vest and exercise of Share Rights are set out in the table below:

Table A Name Date of Grant	Balance of Rights Not Exercised at 1 Jan 2020 Share Rights Granted in the year No.	Vesting condition - Continued employment as at dates below Vesting and Exercise Date			Unvested Rights at date of report No.
			Vested
			Number	%
Shen Loh Lim 26 Aug 2016 26 Aug 2016 26 Aug 2016 Shiao Chan 26 Aug 2016 26 Aug 2016 26 Aug 2016 Marco Rampazzo 26 Aug 2016 26 Aug 2016 26 Aug 2016 Jason Thoe 26 Aug 2016 26 Aug 2016 26 Aug 2016	- - - - - -	31 Dec 2016 11 Jan 2017 31 Dec 2017 15 Jan 2018 31 Dec 2018 14 Jan 2019 30 Jun 2017 11 Jul 2017 30 Jun 2018 11 Jul 2018 30 Jun 2019 2 Jul 2019 31 Dec 2016 11 Jan 2017 31 Dec 2017 15 Jan 2018 31 Dec 2018 14 Jan 2019 30 Jun 2017 11 Jul 2017 30 Jun 2018 11 Jul 2018 30 Jun 2019 2 Jul 2019			- - -
			600,000	100%
			600,000	100%
			600,000	100%
	- -		1,800,000		-
	- - - - - -				- - -
			100,000	100%
			120,000	100%
			140,000	100%
	- -		360,000		-
	- - - - - -				- - -
			120,000	100%
			120,000	100%
			120,000	100%
	- -		360,000		-
	- - - - - -				- - -
			160,000	100%
			160,000	100%
			160,000	100%
	- -		480,000		-

Key Management Personnel Remuneration

The following table summarises the remuneration arrangements for the key management personnel in office at the end of the financial year for 2020. Details of remuneration of key management personnel and Directors are shown on Table B of this report.

Name	Mr S Di Gregorio	Mr E Lim	Mr J Thoe
Position	Chief Executive Officer	Chief Financial Officer	Chief Operating Officer
Term of employment	No fixed term	No fixed term	No fixed term
Notice period	6 months	3 months	3 months
Total employment cost	$405,000 per annum	MYR456,000 per annum	MYR480,000 per annum
Short term incentive	$60,000 by cash or shares based on achievement of target portfolio revenue and EBITDA, optimisation of investment returns and the overall portfolio structure	25% based on 100% achievement of target portfolio revenue and EBITDA	25% based on 100% achievement of target portfolio revenue and EBITDA
Long term incentive under Rights Plan	-	-	LTI Plan
Termination by executive	6 months	3 months	3 months
Termination by company	6 months	3 months	3 months

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Details of remuneration

The following tables show details of the nature and amount of each element of the remuneration paid or payable with respect to services provided by Directors of the Company and key management personnel of the Group who were in office at the end of the financial year.

Remuneration of Directors and senior management (Table B)

2020	2020
Table B Salary & Fees Post employ ment benefits Short term incentive payable in cash Short term incentive payable in shares Long term incentive payable in shares Amortisation of Share Options Total Short term incentive included in total remuneration Short term incentive as a % of total remuneration % of compensation for the year consisting of share options*
$ $ $ $ $ $ $ $ % % Non exec Directors Anthony Klok 121,080 - - - - 14,456 135,536 - 0% 11% Mark Licciardo 60,000 - - - - - 60,000 - 0% 0% 181,080 - - - - 14,456 195,536 - 0% 7% Key Management Personnel S Di Gregorio 405,000 - 60,000 - - - 465,000 60,000 13% 0% E Lim 111,555 13,105 - 28,728 - - 153,388 28,728 19% 0% J Thoe 161,461 18,988 - 51,873 32,550 - 264,872 51,873 20% 0% S Chan 43,932 5,188 - 16,869 (11,410) - 54,579 16,869 31% 0% 721,948 37,281 60,000 97,470 21,140 - 937,839 157,470 17% 0% Total 903,028 37,281 60,000 97,470 21,140 14,456 1,133,375 157,470 14% 1%
	721,948 37,281 60,000 97,470 21,140 - 937,839 157,470 17% 0%
	903,028 37,281 60,000 97,470 21,140 14,456 1,133,375 157,470 14% 1%

2019
Table B	Salary & Fees Post employ ment benefits Short term incentive payable in cash Short term incentive payable in shares Long term incentive payable in shares Share Rights & Amortisation of Share Options Total Short term incentive included in total remuneration Short term incentive as a % of total remuneration % of compensation for the year consisting of rights*
$ $ $ $ $ $ $ $ % % Non exec Directors Anthony Klok 120,720 - - - - 8,710 129,430 - 0% 7% Mark Licciardo 60,000 - - - - - 60,000 - 0% 0% 180,720 - - - - 8,710 189,430 - 0% 5% Key Management Personnel* S Di Gregorio 405,000 - 55,000 - - - 460,000 55,000 12% 0% S Chan 184,924 21,840 - 42,783 11,410 12,194 273,151 42,783 16% 4% S Loh Lim 146,252 17,260 - - - - 163,512 - 0% 0% M Rampazzo 101,909 - - 32,007 - - 133,916 32,007 24% 0% J Thoe 137,064 16,059 - 32,805 8,452 13,936 208,316 32,805 16% 7% 975,149 55,159 55,000 107,595 19,862 26,130 1,238,895 162,595 13% 2% Total 1,155,869 55,159 55,000 107,595 19,862 34,840 1,428,325 162,595 11% 2%
	975,149 55,159 55,000 107,595 19,862 26,130 1,238,895 162,595 13% 2%
	1,155,869 55,159 55,000 107,595 19,862 34,840 1,428,325 162,595 11% 2%

Share based expenses relating to Share Options are derived from amortising the aggregate value of the share options over the vesting period. These charges do not reflect actual shares vested. Details of the share options are included in Page 18 of the Remuneration Report.

No retirement benefits were paid to Directors or Key Management Personnel in either 2020 or 2019.

Mr M Licciardo, a director during the year, is also director of Mertons Corporate Services Pty Ltd, which was engaged to provide company secretarial services to the Company during the year for a fee of $65,276 (2019: $64,762).

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Share based payments to executives

Total remuneration to key management personnel included short term incentive payable in shares to executives of $80,601 (2019: $75,588).

On 12 March 2020, the Directors approved the issue of 60,400 (2019: 84,267) shares with a fair value of $45,300 (2019: $39,605) to Key Management Personnel who were in office at the end of the year, as part of the company executive incentive plan. Further, 81,540 shares (2019: 239,127) with a fair value of $61,155 (2019: $130,487) were issued to Key Management Personnel who left office during the year.

At the end of the financial year, $68,105 (2019: $77,091) in value of shares were yet to be issued to key management personnel. Based on the variable VWAP of shares over the period of service, a total of 59,973 (2019: 113,485) shares are outstanding to all key management personnel. The VWAP for the year ended 31 December 2020 was 113.56 cents (2019: 67.93 cents).

Share based payments to Non-Executive Directors

By an agreement between the Company and each of the Non-Executive Directors, the Non-Executive Directors have agreed to provide services to the Company. The Non-Executive Directors will be remunerated either by cash or by Frontier shares. During the financial year Directors' entitlement to shares vests monthly on a pro-rata basis provided they continue to be Directors of the Company at that time.

The remuneration of Non-Executive Directors for the year ended 31 December 2020 includes $60,000 (2019: $60,000) in value of shares which are yet to be issued to Non-Executive Directors. The number of shares in respect of the 2019 remuneration is based on the VWAP over the period of service. The VWAP for the year ended 31 December 2020 was 113.56 cents (2019: 67.93 cents).

A total of 52,836 (2019: 88,326) shares outstanding to all directors at the end of the financial year was determined using variable VWAP based on the period of service and is subject to shareholder approval at the next annual general meeting.

	2020 2019
	Shares issued Shares vested but not issued Total Shares issued Shares vested but not issued Total
Mark Licciardo	88,326 52,836 141,162 100,000 88,326 188,326
	88,326 52,836 141,162 100,000 88,326 188,326

In addition to remuneration benefits above, the Company paid a premium for a contract insuring all Directors of the Company and specified executives of the Group as officers. It is not possible to allocate the benefit of this premium between individual Directors or specified executives. In accordance with usual commercial practice, the insurance contract prohibits disclosure of details of the premium paid under the contract.

Non-Executive Director Remuneration

The following persons were Non-Executive Directors of the Company at 31 December 2020:

Name Position Anthony Klok Non-Executive Director Mark Licciardo Non-Executive Director

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Remuneration Report (cont’d)

Remuneration Policy

Fees are established from time to time for the Chairman, Deputy Chairman and Non-Executive Directors. The appointment letters for the Non-Executive Directors set out the terms and conditions of their appointments. These terms and conditions are in conjunction with, and subject to, the Company’s Constitution and the charters and policies approved by the Board from time to time.

Each Non-Executive Director receives a fee for being a Director of the Company. These fees are either paid in cash or by the issue of Frontier shares.

Options

During 2019, Anthony Klok was invited to participate in a rights plan granting options over shares of the Company. The offer plan was approved at the Company’s 2019 annual general meeting on 24 May 2019.

The key terms of the options are as follows:

Vesting period	From the Grant Date to the date that is 4 years from the Grant Date
Vesting conditions and vesting	Options granted under the plan will vest subject to satisfaction of vesting conditions,
	as determined by the Board and specified in the offer document.
	The first tranche of the option will vest subject to Company’s share price achieving a
	VWAP of $1.00 or more for 10 continuous trading days during the Vesting Period.
	The second tranche of option will vest subject to Company’s shares price achieving a
	VWAP of $1.25 or more for 10 continuous trading days during the Vesting Period.
	The third tranche of option will vest subject to Company’s shares price achieving a
	VWAP of $1.50 or more for 10 continuous trading days during the Vesting Period.
	If the above the Vesting Conditions are satisfied at any time during the Vesting Period
	(following determination by the Board) the Options will Mr Klok will then be able to
	exercise the Vested Options at any time from the date of the Options vest until
	Options Expiry Date, after which time any unexercised Options will lapse.
Restrictions on dealing	There are no participation rights or entitlements inherent in the options and holders will
	not be entitled to participate in new issues of capital offered to shareholders during the
	currency of the options without exercising the options.
Resignation	In the event that Mr Klok leaves the Company, unexercised options will be forfeited,
	subject to the Board determination.

Details of the options that were granted during the financial year are tabled below:

		Number of	Grant date	Fair value	Exercise price	Expiry date	Number of
		options		per option	per option		options
		granted		at grant			vested during
		during		date			2020
		2019
				*Cents*	*Cents*
Tranche	1	150,000	24 May 2019	13.39	84.00	23 May 2023	150,000
Tranche	2	150,000	24 May 2019	12.94	84.00	23 May 2023	150,000
Tranche	3	150,000	24 May 2019	12.19	84.00	23 May 2023	-

Frontier Digital Ventures Limited and Controlled Entities Remuneration Report

Signed in accordance with a resolution of the Directors made pursuant to s.298 (2) of the Corporations Act 2001.

On behalf of the Directors

Dated 28 April 2021

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……………………………… Anthony Klok Chairman

Deloitte Touche Tohmatsu ABN 74 490 121 060

==> picture [149 x 29] intentionally omitted <==

477 Collins Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia

DX: 111

Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 9671 7001 www.deloitte.com.au

28 April 2021

Board of Directors Frontier Digital Ventures Limited Level 7, 330 Collins Street MELBOURNE VIC 3000

Dear Board Members

Auditor’s Independence Declaration to Frontier Digital Ventures 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 Frontier Digital Ventures Limited.

As lead audit partner for the audit of the financial report of Frontier Digital Ventures Limited for the year ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

==> picture [111 x 53] intentionally omitted <==

Anneke du Toit Partner

Chartered Accountants

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organisation”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte Network

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Comprehensive Income

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2020

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME *for the year ended 31 December 2020*	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME *for the year ended 31 December 2020*	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME *for the year ended 31 December 2020*
2020 2019
Continuing operations Note $ $ Revenue 4 20,829,477 15,347,846

Administrative expenses (2,261,362) (1,899,611) Offline production costs (3,799,934) (2,251,348) Employment expenses 5 (10,182,586) (9,173,944) Advertising and marketing expenses (3,676,830) (4,222,517) Premises and infrastructure expenses (2,732,823) (2,003,258) Transaction advisory costs (831,264) (15,120) Other expenses 6 (1,332,242) (435,809) Unrealised foreign exchange (loss)/gain (10,274,167) 100,570 Depreciation and amortisation (5,426,334) (3,098,200)
Operating loss from continuing operations (19,688,065) (7,651,391)

Interest income 218,287 428,144 Interest expense (88,468) (49,964) Gain on disposal of an Associate 16 6,798,910 - Gain from deemed disposal of Associate shareholding - 6,732,235 Share of net loss of associates
- Share of net loss before foreign exchange loss 16(ii)	(1,941,592)	(2,468,010) (997,331)
-Share of unrealised foreign exchange loss 16(ii)	(1,266,434)
(3,208,026) (3,465,341)
Loss before income tax (15,967,362) (4,006,317) Income tax benefit/(expense) 7 24,977 (87,797)
Net loss from continuing operations (15,942,385) (4,094,114) Loss and impairment from discontinued operations, net of tax 25 - (872,976) Loss on disposal after income tax 25 (267,935) -
Net loss after tax (16,210,320) (4,967,090)

Other comprehensive income, net of tax Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 1,384,630 120,448 Share of other comprehensive income of associates accounted for using the equity method 16 679,732 1,023,228
Other comprehensive income for the period, net of tax 2,064,362 1,143,676
Total comprehensive loss for the year (14,145,958) (3,823,414)

Notes to the financial statements are included on pages 28 to 77.

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Comprehensive Income

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2020

	2020 2019
	Note $ $

	Loss attributable to:
	Owners of the Company (13,195,217) (2,388,160)
	Non-controllinginterests (3,015,103) (2,578,930)
	(16,210,320) (4,967,090)

	Total comprehensive loss attributable to: Owners of the Company (11,202,225) (1,795,207) Non-controlling interests (2,943,733) (2,028,207)


	(14,145,958) (3,823,414)

	Total comprehensive loss attributable to owners of the Company arises from:
	Continuing operations (10,934,290) (1,029,417)
	Discontinued operations (267,935) (765,790)
	(11,202,225) (1,795,207)

	Cents Cents
	Loss per share for loss from continuing operations attributable to the ordinary equity holders of the
	Basic loss per share 8 (4.68) (0.66)
	Diluted loss per share 8 (4.68) (0.66)


	Loss per share for loss attributable to the ordinary equity holders of the Company:
	Basic loss per share 8 (4.78) (0.97)
	Diluted loss per share 8 (4.78) (0.97)

Notes to the financial statements are included on pages 28 to 77.

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Financial Position

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION *As at 31 December 2020*
Note	2020	2019
	$	$
ASSETS
Current assets
Cash and cash equivalents 9	59,159,608	12,410,121
Term deposits 9	-	48,087
Trade and other receivables 10	9,813,850	3,732,295
Other assets	25,607	26,788
Other financial assets 11	981,401	983,494
Tax receivables	234,631	115,532
	70,215,097	17,316,317
Assets classified as held for sale 25	-	264,577
Total current assets	70,215,097	17,580,894

Non-current assets
Property, plant and equipment 12	1,871,486	708,306
Right-of-use assets 13	691,169	476,579
Other intangible assets 14	22,519,825	6,270,612
Goodwill 15	64,779,025	29,042,950
Investments in Associates 16	5,714,314	6,400,406
Deferred tax assets	156,931	-
Total non-current assets	95,732,750	42,898,853

Total assets	165,947,847	60,479,747

LIABILITIES
Current liabilities
Related party advances 18	2,748	3,095
Trade and other payables 19	8,371,755	3,419,669
Borrowings 20	243,776	88,233
Billings in advance	2,667,500	896,123
Current lease liabilities 13	395,839	263,748
	11,681,618	4,670,868
Liabilities directly associated with assets classified as held for sale 25	-	164,092
Total current liabilities	11,681,618	4,834,960

Non-current liabilities
Deferred tax liability	3,097,027	363,696
Borrowings 20	311,383	361,150
Non-current lease liabilities 13	297,178	199,504
Total non-current liabilities	3,705,588	924,350

Total liabilities	15,387,206	5,759,310

NET ASSETS	150,560,641	54,720,437

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Financial Position

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020

	Note	2020	2019
		$	$
EQUITY
Share capital and share premium	21	184,809,420	83,244,227
Reserves		7,283,066	1,313,799
Accumulated losses		(41,213,678)	(28,018,461)
		150,878,808	56,539,565
Non-controlling interests		(318,167)	(1,819,128)
TOTAL EQUITY		150,560,641	54,720,437

Notes to the financial statements are included on pages 28 to 77.

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Changes in Equity

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As at 31 December 2020

	<------------------------------------Attributable to owners of the Company--------------------------------->
Note	Share capital Share rights plan reserves Other equity Foreign currency translation reserves Accumulated losses Total Non- controlling interests Total equity
	$ $ $ $ $ $ $ $
Balance as at 31 December 2018	74,169,794 483,869 470,091 465,704 (25,622,327) 49,967,131 1,207,931 51,175,062
Change in accounting policy	- - - - (7,974) (7,974) - (7,974)
Balance as at 1 January 2019	74,169,794 483,869 470,091 465,704 (25,630,301) 49,959,157 1,207,931 51,167,088
Loss for the year	- - - - (2,388,160) (2,388,160) (2,578,930) (4,967,090)
Foreigncurrency translationdifferences	- - - 592,953 - 592,953 550,723 1,143,676
Total comprehensive loss for the year	- - - 592,953 (2,388,160) (1,795,207) (2,028,207) (3,823,414)
Shares issued during the year 21	8,425,300 - - - - 8,425,300 - 8,425,300
Acquisition of subsidiary	- - - - - - 1,621,933 1,621,933
Decrease in shareholding in subsidiaries	- - (243,521) - - (243,521) 566,215 322,694
Increase in shareholding in subsidiaries	- - - - - - (3,187,000) (3,187,000)
Transaction costs relating to shares issued 21	(90,959) - - - - (90,959) - (90,959)
Share based payments 22	740,092 (455,297) - - - 284,795 - 284,795
Balance as at 31 December 2019	83,244,227 28,572 226,570 1,058,657 (28,018,461) 56,539,565 (1,819,128) 54,720,437

Balance as at 1 January 2020	83,244,227 28,572 226,570 1,058,657 (28,018,461) 56,539,565 (1,819,128) 54,720,437
Loss for the year	- - - - (13,195,217) (13,195,217) (3,015,103) (16,210,320)
Foreigncurrency translationdifferences	- - - 1,992,992 - 1,992,992 71,370 2,064,362
Total comprehensive loss for the year	- - - 1,992,992 (13,195,217) (11,202,225) (2,943,733) (14,145,958)
Shares issued during the year 21	105,589,115 - - - - 105,589,115 - 105,589,115
Disposal of subsidiary	- - (63,332) - - (63,332) 349,473 286,141
Increase in shareholding in subsidiaries	683,824 - (1,398,610) - - (714,786) (9,596) (724,382)
Decrease in shareholding in subsidiaries	- - 5,415,165 - - 5,415,165 4,104,817 9,519,982
Transaction costs relating to shares issued 21	(4,886,745) - - - - (4,886,745) - (4,886,745)
Share based payments 22	178,999 23,052 - - - 202,051 - 202,051
Balance as at 31 December 2020	184,809,420 51,624 4,179,793 3,051,649 (41,213,678) 150,878,808 (318,167) 150,560,641

Notes to the financial statements are included on pages 28 to 77.

Frontier Digital Ventures Limited and Controlled Entities Consolidated Statement of Cash Flows

CONSOLIDATED STATEMENT OF CASH FLOWS For the financial year ended 31 December 2020

	Note	2020	2019
		$	$
Cash used in operations		(2,036,089)	(4,316,555)
Interest paid		(88,468)	(118,038)
Interest received		75,676	343,921
Net cash outflow from operating activities	26	(2,048,881)	(4,090,672)
Cash flows from investing activities
Purchase of property, plant and equipment	12	(172,579)	(184,638)
Purchase of other intangible assets	14	(1,045,330)	(1,009,654)
Proceeds from disposal of property, plant and
equipment		26,748	10,599
Investments in associates	16	(2,239,835)	(2,360,677)
Payment for acquisition of subsidiaries	24	(58,488,429)	(5,321,943)
Cash acquired on acquisition of subsidiaries	24	3,609,307	892,332
Net cash outflow on disposal of subsidiaries	25	-	(40,177)
Proceeds from disposal of an associate	16	6,905,654	-
Net cash outflow from investing activities		(51,404,464)	(8,014,158)
Cash flows from financing activities
Proceeds from issuance of shares		105,589,115	5,238,300
Proceeds from term deposits		46,553	-
Payment of capitalised transaction costs related to
issuance of shares		(4,886,745)	(90,959)
Proceeds from borrowings		141,218	(7,653)
Cash payments of lease liabilities principal		(437,839)	(241,689)
Transactions with non-controlling interests	24.1.2	1,563,763	322,695
Net cash inflow from financing activities		102,016,065	5,220,694
Net increase/(decrease) in cash and cash equivalents		48,562,720	(6,884,136)
Cash and cash equivalents as at 1 January		12,410,121	19,273,330
Effects of exchange rate changes on cash and
cash equivalents		(1,813,233)	20,927
Cash and cash equivalents as at 31 December	9	59,159,608	12,410,121

Notes to the financial statements are included on pages 28 to 77.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

1. General information

The financial statements for the financial year ended 31 December 2020 were authorised for issue in accordance with a resolution on the 28 April 2021 have been audited.

The principal activity of the Company is to invest in developing online classified businesses in underdeveloped, emerging countries or regions. The principal activities of its subsidiaries and associated companies are online classified advertising and overseas headquarters.

The registered office of the Company is located at Level 7, 330 Collins Street, Melbourne VIC 3000.

The principal place of business of the Company is located at 39-8, The Boulevard, Mid Valley City Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia.

2. Summary of significant accounting policies

Statement of compliance

The financial report is a general-purpose financial report which has been prepared in accordance with the Corporations Act 2001 , Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board and complies with other requirements of the law.

These financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The financial statements were authorised for issue by the Directors on 28 April 2021. The Directors have the power to amend and reissue the financial report.

Basis of preparation

The financial report has been prepared on an accruals basis and is based on historical cost, except for financial instruments measured at fair value through profit or loss. All amounts are presented in Australian dollars and are rounded to the nearest dollar unless otherwise stated.

The preparation of the financial statements requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. 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.

The accounting policies set out below have been consistently applied to all years, except for the impact of the Standards and Interpretations described below.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

Adoption of new and revised Accounting Standards

Amendments to Accounting Standards that are mandatorily effective for the current reporting period

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for an accounting period that begins on or after 1 January 2020.

New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Group include:

AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material [AASB 101 and AASB 108]
AASB 2018-6 Amendments to Australian Accounting Standards – Definition of Business [AASB 3]
AASB 2019-3 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform [AASB 9, AASB 139 and AASB 7]
AASB 2019-5 Amendments to Australian Accounting Standards – Disclosure of the Effect of New IFRS Standards Not Yet issued in Australia [AASB 1054]
Conceptual Framework for Financial Reporting and AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework

The adoption of the new and revised Standards and amendments does not have a material impact on the financial statements of the Group.

New and revised Australian Accounting Standards in issue but not yet effective

At the date of authorisation of the financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective:

	Effective for annual reporting periods	Expected to be initially applied in the
Standards/amendment	beginning on or after	financial year ending
AASB 2020-8_Amendments to Australian Accounting Standards_	1 January 2021	31 December 2021
– Interest Rate Benchmark Reform Phase 2 [AASB 9, AASB
139, AASB 7, AASB 4 and AASB 16]
AASB 2020-3_Amendments to Australian Accounting Standards_	1 January 2022	31 December 2022
– Annual improvements 2018-2020 and Other Amendments
[AASB 1, AASB 3, AASB 116, AASB 137 & AASB 141]
AASB 2020-1_Amendments to Australian Accounting Standards_	1 January 2023	31 December 2023
– Classification of Liabilities as Current or Non-current [AASB
101]_AASB 2020-6_Amendments to Australian Accounting
Standards – Classification of Liabilities as Current or Non-current
– Deferral of Effective Date [AASB 101]
AASB 2014-10_Amendments to Australian Accounting Standards_	1 January 2022	31 December 2022
– Sale or Contribution of Assets between an Investor and its
_Associate or Joint Venture [AASB 10 & AASB 128],_AASB 2015-
10 Amendments to Australian Accounting Standards – Effective
_Date of Amendments to AASB 10 and AASB 128_and AASB
2017-5_Amendments to Australian Accounting Standards –_
Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections

The potential impact of the revised Standards/Interpretations on the Company's financial statements has not yet been determined.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

The following significant accounting policies have been adopted in the preparation and presentation of the financial report:

a) Principles of consolidation and equity accounting

The consolidated financial statements comprise the financial statements of Frontier Digital Ventures Limited, the Company, and its subsidiaries (referred to as the “Group” in these financial statements). Control is achieved where the Group is exposed, or has rights, to variable returns from its investment with the investee and has the ability to affect those returns through it through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
Exposure, or rights, to variable returns from the involvement with the investee; and
The ability to use its power over the investee to affect its returns.
(i) Subsidiaries

Subsidiaries are all entities (including structured 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 deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group (note 2(b)). Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

In preparing the consolidated financial statements, all intercompany balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends have been eliminated in full. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

(ii) Associates

Associates are all entities over which the group has significant influence but not control or joint control. Investments in associates are accounted for using the equity method of accounting, see Note 16, after initially being recognised at cost.

(iii) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

a) Principles of consolidation and equity accounting (cont’d)

(iii) Equity method (cont’d)

Goodwill is included in the carrying amount of the investment and is not tested for impairment individually. Instead, the entire carrying amount of the investment is tested for impairment as a single asset when there is objective evidence of impairment.

When the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in see Note 2(k).

(iv) Changes in ownership interests

The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the Company.

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as a joint venture, associate or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

b) Business combinations

Business combinations are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisitionrelated costs are recognised in the income statement as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement are measured at the acquisition date fair value and any adjustments to the fair value are recognised in the income statement.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 are recognised at their fair value at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.

c) Foreign currency translation

(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian Dollars, which is the Company’s functional and presentation currency.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

c) Foreign currency translation (cont’d)

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss.

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;
income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

d) Revenue recognition

The Group recognises revenue from the following major sources:

Classified subscription revenue; and
Transaction commission revenue.

Revenue is measured based on the consideration to which the Group is entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

Classified subscription revenue

The Group provides classified subscription services that provide customers the ability to publish advertisements for sale items on websites operated by the Group over a specific term. Such services are recognised as a performance obligation satisfied over time. Revenue is recognised for these subscription services is recognized uniformly over the term of the contract. Payment for classified subscription services are usually received upfront and deferred over the term of the contract. Amounts deferred are reported as “Billings in advance” in the Consolidated Statement of Financial Position.

Transaction commission revenue

The Group receives transaction revenue for services provided to customers in order to secure a sale of their asset. The performance obligation is recognized at the point in time that the transaction has been completed and the asset’s ownership has transferred from the customer to a third party. Completed transactions cannot be cancelled and are non-refundable. Payment is usually received after the services are completed.

Amounts received on transaction commission revenue is recognised on a net basis as the Group acts as an agent to these transactions.

The disaggregation of revenue is presented in the segment note (Note 4) which presents operations by website and geographic region (disclosed in Notes 16 and 17) which is considered to best reflect the nature, amount, timing and uncertainty of revenue and cash flows affected by economic factors. Disaggregation by recognition over time or at a point in time has been considered immaterial based on the average term of the Group’s contracts.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

e) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave when it is probable that settlement will be required, and they are capable of being measured reliably. Amounts expected to be paid under short term incentive plans are recognised if the Group has a present legal or constructive obligation to pay the amount as a result of past service provided by employees.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting period.

Share-based payments

The fair value of share rights granted to employees is recognised as an employee benefit expense over the vesting period, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the rights granted, which excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of rights that are expected to vest which are revised at the end of each reporting period. The impact of the revision to original estimates, if any, is recognised in the consolidated statement of comprehensive income, with a corresponding adjustment to equity. The fair value is measured at grant date and the expense recognised over the life of the plan.

f) Financial instruments

Recognition and Derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification of Financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Group does not have any debt instruments at fair value through other comprehensive income (FVTOCI).

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the entity may make the following irrevocable election / designation at initial recognition of a financial asset:

The entity may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and
The entity may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

Initial measurement of financial assets

Financial assets are classified according to their business model and the characteristics of their contractual cash flows. Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

f) Financial instruments (cont’d)

Subsequent measurement of financial assets

For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into the following four categories:

Financial assets at amortised cost
Debt instruments at fair value through other comprehensive income (FVTOCI)
Equity instruments at FVTOCI
Financial assets at FVTPL
(i) Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
(ii) Financial assets at fair value through profit or loss (FVTPL)

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

The entity recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Trade and other receivables and contract assets

The Company makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Company uses its historical experience, external indicators and forwardlooking information to calculate the expected credit losses using a provision matrix.

Financial liabilities

Financial liabilities at 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.

g) Disposal groups held for sale and discontinued operations

Disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale, interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

g) Disposal groups held for sale and discontinued operations (cont’d)

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view of resale. The results of discontinued operations are presented separately in the statement of profit or loss.

h) Property, plant and equipment

Plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is provided on property, plant and equipment. Depreciation is calculated using either straight line or diminishing value based on the assessed appropriateness of each method for each entity within the Company. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.

The following estimated useful lives are used in the calculation of depreciation on a straight line basis:

Buildings Computer equipment Leasehold improvements Motor vehicles Office equipment, furniture & fittings Plant and machinery	Useful lives
	38 years 3 years Life of lease 5 years 5 years 5 years

i) Leases

The Group as lessee

The Group assess whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
The amount expected to be payable by the lessee under residual value guarantees;
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

i) Leases (cont’d)

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
The lease payments change due to changes in an index or rate or a change in expected payment under a guarantee residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Group did not make any adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a rightof-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Impairment of non-financial assets’ policy.

Variable rents that do not depend on index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line ‘Premises and infrastructure expenses’ in profit or loss.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead of account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For a contract that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

j) Intangible assets Goodwill

Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquire (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Other intangible assets

Brands and other website development costs acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

j) Intangible assets (cont’d)

Directly attributable costs that are capitalised as part of software and website development include employee costs. Capitalised development costs are recorded as intangible assets and amortised on a straight line basis from the point at which the asset is ready for use.

Brands Customer lists Non competes Software development costs Website development costs	Useful lives 5 years 2 years 3 years 5 years 3 years

k) Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested 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. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

l)

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, 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, and bank overdrafts.

m)

Provisions

Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

n) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief Executive Officer of the Group, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief operating decision maker that makes strategic decisions.

The financial performances of each operating segment are disclosed in Note 4 Segment information and Note 16 Investments in associates.

o) Contributed equity

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.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

2. Summary of significant accounting policies (cont’d)

p) Fair value measurements

Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal market, in the most advantageous market.

For a non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair value is categorised into different levels in a fair value hierarchy based on the input used in the valuation technique as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability.

The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in circumstances that caused the transfers.

q) Income taxes

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the period in the countries where the Group operates and generates taxable income. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement.

Deferred tax

Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet at the reporting date. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

3. Significant accounting estimates and assumptions

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances

(i) Determining the functional currency

Some subsidiaries of the Group operate in overseas jurisdictions but conduct transactions in multiple currencies. Judgement is applied in determining the functional currency.

The Group uses the currency of sales and purchases to determine functional currency for the Operating Companies. In most cases this is the same as the currency of the related jurisdiction.

There are a number of intermediary entities between the Parent and the Operating Companies and the Group uses, in a hierarchy, the currency in which consideration is payable for the investment holding as the primary basis, followed by purchase and operating expense indicators, and in the event that those indicators are not conclusive, the currency in which borrowings and other funds are raised for financing the operations.

(ii) Control over an investee

There are a number of factors considered in determining control over an investee and these are outlined at Note 2(a). A key component of the Company’s assessment of control over an investee is the Company’s power to direct the relevant activities of these companies. The Group achieves accounting control over these investees through Key Special Majority Matters which results in the Group’s absolute and unfettered discretion over operational matters, significant to the Group’s ability to direct the business activities of the investments. Accordingly, these companies are treated as subsidiaries and their results consolidated in the presentation of the Group’s Consolidated Financial Statements.

Name of business acquired	Principal activity	Date of Acquisition	Percentage of shares held at 31 December 2020 %
AutoDeal	Operator of online car classifieds portals	1 June 2017	55.79%
Avito	Operator of online general classifieds portals	5 November 2020	100.00%
CarsDB	Operator of online car classifieds portals	26 August 2016	64.81%
Encuentra24	Operator of online general classifieds portals	26 August 2016	26.29%
Fincaraiz	Operator of online property classifieds portal	5 November 2020	100.00%
Hoppler	Operator of online property classifieds portal	5 October 2017	40.23%
iMyanmarhouse	Operator of online property classifieds portal	26 August 2016	52.63%
Infocasas	Operator of online property classifieds portal	16 December 2019	52.14%
LankaPropertyWeb	Operator of online property classifieds portal	26 August 2016	53.01%
Meqasa	Operator of online property classifieds portal	26 August 2016	66.17%
Tayara	Operator of online general classifieds portals	5 November 2020	100.00%
PropertyPro	Operator of online property classifieds portal	13 May 2016	39.48%

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

3. Significant accounting estimates and assumptions (cont’d)

(iii) Joint control or significant influence over the investee

As disclosed in Note 16, the Group holds equity interest between 20% and 50% of certain companies. Although the Group is represented on the Board of Directors of these companies and actively participates in the strategic policy decisions in Executive Committee meetings, it is unable to direct the decisions arrived at in these meetings. On this basis, the Group concludes that it exercises significant influence over these companies and thus treats these companies as associates.

(iv) Valuation technique

The finance department of the Group performs the valuations of non-property items required for financial reporting purposes.

The main areas of significant accounting estimates used by the Group in relation to valuations are derived and evaluated as follows:

a) In present value calculations
- Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the asset.
- Specific risk adjustments are derived from credit risk gradings incorporating country risk premiums.
b) In purchase price allocation for business combinations
- Valuation of brands
  - Relief from royalty method applied.
  - Revenue growth factor for unlisted equity securities are estimated based on the Group’s expectations from past experience of similar types of companies and specific knowledge of each investment.
- Valuation of website and software development costs
  - Based on replacement cost derived from estimated man hours and cost per hour.
(v) Impairment of non-financial assets

The Group assesses impairment of non-financial assets whenever the events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable i.e. the carrying amount of the asset is more than the recoverable amount. This assessment of impairment is carried out on the carrying value of investments in associated companies as well as the carrying value of goodwill on acquisitions. For the purpose of assessing impairment, assets (including goodwill) are grouped at the lowest level where there are separately identifiable cash flows (cash-generating units).

Recoverable amount is measured at the higher of the fair value less cost of disposal for that asset and its value-in-use. Management has determined recoverable amounts by assessing fair value less cost of disposal based on management’s measured and reasonable expectation of selling price achievable in the open market. In doing so, a range of possible discounted cash flow scenarios are modelled over 5 years with a revenue multiple, appropriate for the markets the CGUs operate, applied to terminal year revenue.

The valuation is considered to be level 2 and level 3 in the fair value hierarchy due to combination of observable and unobservable inputs used in the valuation.

(vi) Useful lives of other intangible assets

The Group estimates the useful lives to amortise other intangible assets based on the future performance of the assets acquired and management’s judgement of the period over which economic benefits will be derived from the assets. The estimated useful lives of other intangible assets are reviewed periodically, taking into consideration factors such as changes in technology. The amount and timing of recorded expenses for any period would be affected by changes in the estimates. A reduction in the estimated useful lives of the other intangible assets would increase the recorded expenses and decrease the non-current assets. The carrying amounts of the other intangible assets are disclosed Note 14.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

4. Segment Information

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

Information reported to the Group’s Chief Executive Officer for the purposes of resource allocation and assessment of performance is focused on each individual business combinations, essentially by brand. Due to the widespread geography and variety of types of classifieds portals (property, automotive and general classifieds) there is little commonality between each business combination and hence each business combination is reviewed separately.

The Company’s reportable segments under AASB 8 are as follows:

Autodeal.com.ph
Avito.ma
CarsDB.com
Encuentra24.com
Fincaraiz.com.co
Hoppler.com.ph
iMyanmarhouse.com
Infocasas (infocasas.com.uy; infocasas.com.py; infocasas.com.bo and casaseneleste.com)
LankaPropertyWeb.com
Meqasa.com
Tayara.tn
Propertypro.ng
Corporate (representing the cost of administrating the Company and the Group)

The performances of the operating segments are primarily assessed using a measure of adjusted earnings before interest, tax, depreciation and amortisation (EBITDA, see below). However, the segments’ revenue and assets are also assessed on a monthly basis.

Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The performance of associate companies is laid out in Note 16.

Segment revenues and results

The following is an analysis of the Group’s revenue and results by reportable operating segment for the periods under review:

Continuing Operations Autodeal Avito CarsDB Encuentra24 Fincaraiz Hoppler iMyanmarhouse Infocasas LankaPropertyWeb Meqasa Tayara PropertyPro Corporate (and consolidation) Segment Revenue and adjusted EBITDA from continuing operations	Revenue Segment Results
	2020 $ 2019 $ 2020 $ 2019 $
	1,767,759 1,835,136 237,716 220,447
	1,033,177 - 281,072 -
	763,073 943,662 (173,693) (700,985)
	6,735,659 8,076,192 410,339 (6,220)
	1,259,240 - 103,579 -
	583,104 928,350 (449,582) (754,725)
	1,281,008 1,919,567 (74,406) 68,436
	5,919,914 284,762 294,122 (157,557)
	601,281 506,147 (124,642) (124,844)
	238,136 304,479 (43,984) (157,245)
	161,867 - (40,706) -
	482,853 547,489 (71,620) (223,280)
	2,406 2,062 (4,193,708) (2,592,993)
	20,829,477 15,347,846 (3,845,513) (4,428,966)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

4. Segment Information (cont’d)

Segment Information (cont’d)
Continuing Operations Segment Revenue and adjusted EBITDA from continuing operations Equity settled share-based payments Unrealised currency exchange differences Depreciation and amortisation Gain on disposal of an Associate Gain on deemed disposal of Associate (step acquisition) Share of net loss of associates - Share of net loss before foreign exchange loss - Share of unrealised foreign exchange loss Net interest Income tax expense Consolidated segment revenue and net loss for the year from continuing operations Net loss from discontinued operations Loss on disposal after income tax (Note 25) Consolidated segment revenue and net loss for the year	Revenue Segment Results
	2020 $ 2019 $ 2020 $ 2019 $
	20,829,477 15,347,846 (3,845,513) (4,428,966)
	- - (142,051) (224,795)
	- - (10,274,167) 100,570
	- - (5,426,334) (3,098,200)
	- - 6,798,910 -
	- - - 6,732,235

	- - (1,941,592) (2,468,010)
	- - (1,266,434) (997,331)
	- - 129,819 378,180
	- - 24,977 (87,797)
	20,829,477 15,347,846 (15,942,385) (4,094,114)
	- - - (872,976)
	- - (267,935) -
	20,829,477 15,347,846 (16,210,320) (4,967,090)

Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as restructuring costs, legal expenses, and other isolated, non-recurring events. It also excludes the effects of equity-settled share-based payments and unrealised gains or losses on financial instruments.

Interest income and finance costs are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the group.

All revenues are generated from external customers. No single customer contributes 10% or more to the Group’s revenue for 2020 or 2019.

Segment assets

Segment assets
Autodeal Avito CarsDB Encuentra24 Fincaraiz Hoppler iMyanmarhouse Infocasas LankaPropertyWeb Meqasa Tayara PropertyPro Corporate (and consolidation) Total segment assets for continuing operations Disposal Group held for sale Consolidated total assets	Segment assets
	2020 $ 2019 $
	4,789,401 24,546,940 3,512,908 14,260,647 33,430,749 1,777,273 2,943,420 14,264,954 925,492 1,792,557 4,143,551 1,266,907 58,293,048	4,667,451 - 3,840,581 8,318,329 - 1,607,525 3,322,741 16,148,056 1,286,167 2,054,679 - 1,449,449 17,520,192
	165,947,847 60,215,170
	-	264,577
	165,947,847 60,479,747

The segment assets disclosed in the table above include goodwill and other intangible assets. Further details on the amount of goodwill and intangible assets attributable to each segment are set out in Notes 15 and 14.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

4. Segment Information (cont’d)

Segment liabilities

Autodeal Avito CarsDB Encuentra24 Fincaraiz Hoppler iMyanmarhouse Infocasas LankaPropertyWeb Meqasa Tayara PropertyPro Corporate (and consolidation) Total segment liabilities for continuing operations Disposal Group held for sale Consolidated total liabilities	Segment liabilities 2020 $ 2019 $ 737,280 658,729 5,022,562 - 224,685 147,742 1,460,410 1,574,444 2,775,281 - 504,867 561,276 158,669 167,004 1,464,730 1,555,540 97,625 78,146 116,574 62,065 236,550 - 230,667 135,537 2,357,305 654,735 15,387,206 5,595,218 - 164,092 15,387,206 5,759,310	Segment liabilities 2020 $ 2019 $ 737,280 658,729 5,022,562 - 224,685 147,742 1,460,410 1,574,444 2,775,281 - 504,867 561,276 158,669 167,004 1,464,730 1,555,540 97,625 78,146 116,574 62,065 236,550 - 230,667 135,537 2,357,305 654,735 15,387,206 5,595,218 - 164,092 15,387,206 5,759,310
		5,759,310

For the purposes of monitoring segment performance and allocating resources between segments:

All assets are allocated to reportable segments other than interests in associates, ‘other financial assets’ and current and deferred tax assets. Assets used by reportable segments are allocated on the basis of the revenues earned by individual reportable segments; and
All liabilities are allocated to reportable segments other than borrowings, ‘other financial liabilities’, current and deferred tax liabilities. Liabilities for which reportable segments are jointly liable are allocated in proportion to segment assets.

5. Employment expenses

Employment expenses
	2020	2019
	$	$
Salaries and wages	8,335,438	7,424,958
Employer statutory contribution and pension related	148,373	410,556
Social contribution	329,417	31,771
Others	1,046,227	1,058,863
Directors’ fees	181,080	180,720
Equity settled share-based payments	10,040,535 142,051	9,106,868 224,795
Total employee benefit expense 10,182,586 9,331,663 Less: Employee benefit expense from discontinued operations
(Note 25)	-	(157,719)
Employee benefit expense from continuing operations 10,182,586 9,173,944

6. Other expenses

Included in the other expenses is provision of expected credit loss on trade receivables of $732,763 (2019: $385,994).

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

7. Income tax

Income tax recognised in profit or loss

	2020	2019
	$	$
Tax expense attributable to profit is made up of:
- Current income tax expense	206,811	108,041
- Deferred taxcredit	(231,788)	(20,244)
Income tax (credit)/expense	(24,977)	87,797

The income tax expense for the year can be reconciled to the accounting loss as follows:

	2020 2019	2020 2019
	$ $
Loss before income tax is made up of: - Continuing operations -Discontinued operations	(15,967,362) (267,935)	(4,006,317) (872,976)
(16,235,297) (4,879,293)

Tax at the Australian tax rate 30% (2019: 30%) (4,870,589) (1,463,788) Tax effect of amounts which are not deductible in calculating taxable income: Difference in overseas tax rate 981,623 (197,844) Non-deductible charges 807,085 171,138 Effect of unused tax losses and tax offsets not recognised as deferred tax assets 3,104,948 2,750,574 Gains from deemed disposal due to accounting treatment - (1,144,480) Utilisation of brought forward losses (48,044) (27,803)
	(24,977)	87,797

The tax rate used for the 2020 and 2019 reconciliations above is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law.

Unrecognised deferred tax assets

Share issue costs

A deferred tax asset has not been recognised in relation to deferred share issue costs (which have been recognised directly into share capital) because, in the opinion of the Directors, it is not probable that sufficient taxable income will be generated to utilise the future deductions.

Carry forward losses

A deferred tax asset has not been recognised in relation to the carry forward taxation losses and temporary differences due to insufficient sources of taxable income to utilise the losses and/or future deductions.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

7. Income tax (cont’d)

Income tax (cont’d)
	2020	2019
	$	$
Temporary differences Tax losses - Revenue Share issue costs deferred	2,101,682 10,126,699 988,548	1,006,080 8,216,607 988,548
	13,216,929	10,211,235

Tax related contingencies

The Group anticipates that tax audits may occur in the future and the Group is subject to routine tax audits in certain overseas jurisdictions. The ultimate outcome of any future tax audits cannot be determined with an acceptable degree of reliability at this time. Nevertheless, the Group believes that it is making adequate provision for its taxation liabilities (including amounts shown as current tax liabilities) and is taking reasonable steps to address potentially contentious issues with tax authorities. However, there may be an impact to the Group if any of the tax authority investigations result in an adjustment that increases the Group’s taxation liabilities.

8. Earnings per share

	2020 $	2019
		$
Earnings per share
Loss attributable to the ordinary equity holders of the company
used in calculating earnings per share:
From continuing operations	(12,927,282)	(1,622,370)
Fromdiscontinued operation	(267,935)	(765,790)
	(13,195,217)	(2,388,160)

Weighted average number of ordinary shares used as the	2020 Number of Shares	2019 Number of shares
denominator incalculating basic earnings pershare	276,236,301	245,658,792
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share	276,236,301	245,658,792

During 2020, there were no potential ordinary shares that are considered dilutive as they did not meet the requirements for inclusion as per AASB 133 Earnings per share since the consolidated entity generated a loss during the 2020 financial year.

	2020	2019
	Cents	cents
Basic earnings per share From continuing operations attributable to the ordinary equity holders of the company	(4.68)	(0.66)
From discontinued operation	(0.10)	(0.31)
Total basic earnings per share attributable to the ordinary
equity holders of the company	(4.78)	(0.97)

Diluted earnings per share From continuing operations attributable to the ordinary equity holders of the company	(4.68)	(0.66)
Fromdiscontinued operation	(0.10)	(0.31)
Total diluted earnings per share attributable to the ordinary equity holders of the company	(4.78)	(0.97)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

9. Cash and cash equivalents and term deposits

Cash and cash equivalents and term deposits
	2020	2019
	$	$
Cash at bank and in hand 59,159,608 12,410,121

Term deposits	-	48,087

Term deposits as at 31 Dec 2019 matured in March 2020.

10. Trade and other receivables

Trade and other receivables
	2020	2019
	$	$
Trade receivables	15,168,069	3,155,378
Less: Expected creditloss	(7,054,809)	(379,985)
	8,113,260	2,775,393

Other receivables
Other receivables	801,788	271,416
Prepayments	169,398	105,459
Deposits	729,404	580,027
	1,700,590	956,902
9,813,850 3,732,295

Expected credit loss (“ECL”)

The average credit period on services provided is ranging from 15 to 30 days. No interest is charged on outstanding trade receivables.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The Group has recognised a loss allowance of 100% against all receivables over 365 days past due because historical experience has indicated that these receivables are generally not recoverable.

The Group has increased the expected loss rates for trade receivables from the prior year based on its judgement of the impact of current economic conditions including the impact of COVID-19 pandemic in the countries the Group operates. There has been no change in the estimation techniques during the current reporting period.

The following table shows the movements in lifetime ECL that has been recognised in trade receivables:

	2020	2019
	$	$
Balance as at 1 January	(379,985)	(27,259)
ECL related to new subsidiaries acquired during the year	(6,448,821)	-
Net remeasurement of the loss allowance	(413,800)	(410,837)
Exchange difference	187,797	58,111
Balance as at 31 December	(7,054,809)	(379,985)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

11. Other financial assets

Included in Other financial assets is US$745,123 (AUD equivalent $981,401) (2019: US$685,123 (AUD equivalent $983,484)) of convertible loan notes issued by Pakwheels Pte Ltd (“Pakwheels”), an associate company.

Interest at 10% per annum on a monthly rest basis will accrue six months from the date of issue of the convertible loan notes. The whole of the outstanding loan balance will be automatically converted into ordinary shares in Pakwheels should equity financing from the sale of new equity exceed a minimum amount stipulated in the agreement. If that minimum amount is not achieved by Pakwheels through equity financing, the majority of noteholders have the option to convert any part of their outstanding loan balances into equity at a prevailing fair value at the time of conversion. The financial asset is classified as fair value through profit or loss.

The convertible loan notes mature on 3 October 2022.

12. Property, plant and equipment

Property, plant and equipment
	2020	2019
	$	$
Computer equipment
At cost	912,862	537,358
Less: Accumulated depreciation	(371,186)	(298,630)
	541,676	238,728
Office equipment, furniture & fittings
At cost	1,051,917	563,791
Less: Accumulated depreciation	(387,774)	(314,924)

	664,143	248,867
Leasehold improvements
At cost	321,205	302,565
Less: Accumulated depreciation	(169,324)	(132,598)

	151,881	169,967
Motor vehicles
At cost	96,515	124,425
Less: Accumulated depreciation	(56,694)	(78,509)

	39,821	45,916
Plant and machinery
At cost	22,334	25,591
Less: Accumulated depreciation	(22,204)	(20,763)

	130	4,828
Buildings
At cost	430,796	-
Less: Accumulated depreciation	(2,802)	-

	427,994	-
Capital work-in-progress
At costs	45,841	-
Total Property, Plant and Equipment	1,871,486	708,306

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

12. Property, plant and equipment (cont’d)

Note At 31 Dec 2018 Adjustment for change in accounting policy At 1 Jan 2019 Additions Acquisitions of subsidiary 24 Depreciation charge Disposal of property, plant and equipment Reclassification Reclassification to assets held for sale 25 Exchange difference At 31 Dec 2019 Additions Acquisitions of subsidiary 24 Depreciation charge Disposal of property, plant and equipment Fixed assets written off Reclassification Exchange difference At 31 Dec 2020	Buildings	Computer equipment Office equipment, furniture & fittings Leasehold improvements Motor vehicles Plant and machinery Capital work-in progress Total
	$	$ $ $ $ $ $ $
	- -	216,080 226,882 113,737 57,039 10,911 - 624,649 - - - (6,874) - - (6,874)
	- - - - - - - -	216,080 226,882 113,737 50,165 10,911 - 617,775 70,251 72,195 23,370 18,822 - - 184,638 41,967 48,778 76,123 4,509 - - 171,377 (93,871) (102,808) (52,548) (21,412) (6,301) - (276,940) (1,702) (365) - (7,584) - - (9,651) - (806) 806 - - - - (1,348) - - - - - (1,348) 7,352 4,991 8,478 1,415 219 - 22,455
	- - 430,434 (1,736) - - - (704)	238,729 248,867 169,966 45,915 4,829 - 708,306
		74,507 53,428 7,237 - - 37,407 172,579
		385,057 516,302 62,380 34,705 - 9,043 1,437,921 (137,182) (126,065) (67,288) (22,164) (4,633) - (359,068) (3,660) (4,554) - (19,469) - - (27,683) - - (2,075) - - - (2,075) - 1,007 (1,007) - - - - (15,775) (24,842) (17,332) 834 (66) (609) (58,494)
	427,994	541,676 664,143 151,881 39,821 130 45,841 1,871,486

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

13. Leases

(a) Amount recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

	2020	2019
	$	$
Right-of-use assets
Buildings	626,557	386,176
Motor vehicles	64,612	90,403
	691,169	476,579

	2020	2019
	$	$
Lease liabilities
Current	395,839	263,748
Non-current	297,178	199,504
	693,017	463,252

Additions to the right-of-use assets during the financial year were $638,855 (2019: $324,991).

(b) Amounts recognised in the statement of profit or loss

The statements of profit or loss shows the following amounts relating to leases:

	2020	2019
	$	$
Depreciation charge of right-of-use assets:
- Buildings	301,296	246,786
- Motor vehicles	21,394	6,132
Interest expense	58,702	49,312

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

14. Intangible assets

Intangible assets are allocated to the cash generating units for which they relate, as follows:

	2020 $	2019 $
Autodeal	1,129,446 6,378,812 15,594 6,799,850 4,396,281 165,646 46,753 2,003,506 168,496 - 1,367,668 47,773	1,348,777
Avito		-
CarsDB		39,950
Encuentra24		1,208,966
Fincaraiz		-
Hoppler		312,174
iMyanmarhouse		91,841
Infocasas		2,685,988
LankaPropertyWeb		209,654
Meqasa		272,845
Tayara		-
PropertyPro		100,417
Total Intangible Assets	22,519,825	6,270,612

Note Cost At 1 January 2019 Additions Acquisition of subsidiary 24 Assets classified as held for sale Exchange difference At 31 December 2019 Additions Acquisition of subsidiary Exchange difference At 31 December 2020	Websites and domains Software Brands Customer lists Non competes Total
	$ $ $ $ $ $

	4,304,136 806,948 3,671,718 451,375 1,703,916 10,938,093
	852,610 157,044 - - - 1,009,654
	596,472 - 2,150,624 - - 2,747,096
	(64,883) - - (238,754) (679,966) (983,603)
	108,596 22,549 13,915 4,895 18,478 168,433
	5,796,931 986,541 5,836,257 217,516 1,042,428 13,879,673

	928,651 205,764 - 8,066,050 - 9,200,465
	9,800,340 351,932 4,400,436 - - 14,552,708
	(962,699) (86,609) (822,197) (363,457) (100,359) (2,335,321)
	15,563,223 1,457,628 9,414,496 7,920,109 942,069 35,297,525

Accumulated amortisation
At 1 January 2019 Amortisation for the period Impairment loss Assets classified as held for sale Exchange difference At 31 December 2019 Amortisation for the period Acquisition of subsidiary Exchange difference At 31 December 2020 Carrying amount At 31 December 2020 At 31 December 2019	2,591,304 266,685 1,577,434 263,302 662,633 5,361,358
	1,129,191 256,450 761,165 179,714 517,460 2,843,980
	- - - - 238,522 238,522
	(39,847) - - (228,806) (672,945) (941,598)
	70,103 10,814 15,383 3,306 7,193 106,799
	3,750,751 533,949 2,353,982 217,516 752,863 7,609,061
	1,291,009 266,509 1,301,858 1,676,716 297,569 4,833,661
	1,060,758 250,386 1,857 - - 1,313,001
	(359,644) (61,395) (360,034) (88,587) (108,363) (978,023)
	5,742,874 989,449 3,297,663 1,805,645 942,069 12,777,700


	9,820,349 468,179 6,116,833 6,114,464 - 22,519,825

	2,046,180 452,592 3,482,275 - 289,565 6,270,612

Please refer to notes 33 and 34 for information on financials and subsequent events notes on iMyanmarhouse and CarsDB.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

15. Goodwill

Goodwill
Note	2020	2019
	$	$
At 1 January	29,042,950	17,572,298
Additions from business combinations acquired during
the year 24	41,121,121 - (5,385,046)	11,618,154 (205,709) 58,207
Impairment charge
Exchange difference
At 31 December	64,779,025	29,042,950

Goodwill relates to cash generating units as follows:

Goodwill relates to cash generating units as follows:
	2020 $	2019 $
Autodeal	2,221,427	2,458,073
Avito	10,892,062	-
CarsDB	3,156,619	3,492,890
Encuentra24	5,159,536	5,709,176
Fincaraiz	25,978,858	-
Hoppler	731,943	809,916
iMyanmarhouse	1,968,212	2,177,883
Infocasas	10,373,181	11,478,224
LankaPropertyWeb	351,681	389,145
Meqasa	1,429,100	1,581,341
Tayara	1,661,207	-
PropertyPro	855,199	946,302
Total Goodwill	64,779,025	29,042,950

The recoverable amounts of each cash generating unit (CGU) is determined based on fair value less cost of disposal calculations, derived from management’s measured and reasonable expectation of selling price achievable in the open market at a revenue multiple and growth rate appropriate for the market the CGU operates. Management reviews the carrying amounts of CGUs, which include carrying amounts of goodwill and intangible assets, for indicators of impairment on an annual basis, or more frequently when there is any indication that the CGUs may be impaired.

The overall global impact of COVID-19 pandemic has slowed down activities around the world as well as introducing ongoing economic uncertainty.

Since the low of the pandemic in March 2020, traffic and revenues have returned for most CGUs, many now to preCOVID-19 levels.

Despite the positive signs of FDV’s investments recovery from the initial COVID-19 impact, should restrictions be reimposed in individual countries in future periods, those relevant investments will be exposed to a potential decline in revenue which will impact the recoverable amount as calculated by management’s impairment models.

Key assumptions used in fair value less cost of disposal calculations and sensitivity to changes in assumptions

The calculations of the carrying amounts for CarsDB, Meqasa, Pakwheels and iMyanmarhouse were most sensitive to the following assumptions:

Growth rates used to extrapolate cash flows beyond the forecast period.

Growth rate estimates – Revenue growth rates beyond FY20 are based on Management’s best estimate, historic results and external data in the industry. Management recognises that the speed of technological change and the possibility of changes in local market share may have significant impact on growth rate assumptions. The effect is not expected to have an adverse impact on the forecasts but could yield a reasonably possible alternative to the estimated growth rate of the below identified CGUs.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

15. Goodwill (cont’d)

CarsDB CGU

The recoverable amount of CarsDB CGU of US$4.9m as at 31 December 2020 has been determined based on a fair value less cost to sell cash flow model using cash flow projections from FY20 financial projections, approved by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of COVID-19. The pre-tax discount rate applied to cash flow projections is 27% (2019: 24%) and cash flows beyond the five-year period are extrapolated using an average 33% (2019: 30%) growth rate. A reduction by 4% in the annual growth rate for CarsDB would result in an impairment.

The recoverable amount of the CGU exceeded the carrying amount of the entity non-current assets by US$1.1m. As a result of this analysis, management has not recognised an impairment charge in the current year.

iMyanmarhouse CGU

The recoverable amount of iMyanmarhouse CGU of US$8.5m as at 31 December 2020 has been determined based on fair value less cost to sell cash flow model using cash flow projections from FY20 financial projections approved, by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of COVID-19. The pre-tax discount rate applied to cash flow projections is 27% (2019: 24%) and cash flows beyond the five-year period are extrapolated using an average 37% (2019: 29%) growth rate. A reduction by 15% in the annual growth rate for iMyanmarhouse would result in an impairment.

The recoverable amount of the CGU exceeded the carrying amount of the entity non-current assets by US$5.4m. As a result of this analysis, management has not recognised an impairment charge in the current year.

Meqasa CGU

The recoverable amount of Meqasa CGU of US$2.2m as at 31 December 2020 has been determined based on a fair value less cost to sell cash flow model using cash flow projections from FY20 financial projections, approved by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of COVID-19. The pre-tax discount rate applied to cash flow projections is 25% (2019: 24%) and cash flows beyond the five-year period are extrapolated using an average 33% (2019: 34%) growth rate. A reduction by 10% in the annual growth rate for Meqasa would result in impairment.

The recoverable amount of the CGU exceeded the carrying amount of the entity non-current assets by US$0.5m. As a result of this analysis, management has not recognised an impairment charge in the current year.

Pakwheels CGU

The recoverable amount of Pakwheels CGU of US$2.4m as at 31 December 2020 has been determined based on fair value less cost to sell cash flow model using cash flow projections from FY20 financial projections approved, by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of COVID19. The pre-tax discount rate applied to cash flow projections is 25% (2019: 22%) and cash flows beyond the fiveyear period are extrapolated using an average 24% (2019: 19%) growth rate. A reduction by 9% in the annual growth rate for Pakwheels would result in an impairment.

The recoverable amount of the CGU exceeded the carrying amount of the entity non-current assets by US$1.2m. As a result of this analysis, management has not recognised an impairment charge in the current year.

Other considerations

Management has also considered the post balance sheet date political events in Myanmar. Refer to Note 34 – Subsequent events in relation to the GCUs iMyanmarhouse and CarsDB; which are located in this country.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

16. Investments in associates

Investments in associates
	2020 2019
	$ $
Equity investments at cost Accumulated share of losses	19,211,168 (13,496,854)	20,472,604 (14,072,198)
Balance at 31 December 5,714,314 6,400,406

During 5 February 2020, the Group disposed of its entire shareholding in Propzy, an associate, for cash consideration of US$4,660,000 (AUD equivalent $6,905,654) and generated a gain on disposal of associate of US$4,587,968 (AUD equivalent of $6,798,910).

On 11 June 2020, Kupatana underwent a corporate restructuring where all shareholders have sold their shares in Kupatana AB in exchange for 90% equity holding in Kupatana Holding AB (PUBL), a new formed public company. The continuation of business of Kupatana has not been affected by the change of holding company. As a result of the corporate restructuring, the Group’s equity holding in Kupatana has been diluted to 26.67%.

The Group converted its convertible loan notes with Zameen with value of US$787,808 (AUD equivalent 1,049,912) as at 1 November 2020 to ordinary shares. Further, on 30 November 2020, the Group subscribed for additional 3,137 shares in Zameen with a consideration of US$892,866 (AUD equivalent 1,189,923). As a results of loan conversion and new shares issuance, the Group’s equity holding in Zameen has been diluted to 29.76%.

Details of the associated companies during the year are as follows:

Name of Operating Company	Principal activities	Country of business/ incorporation	Equity holding	Equity holding	Accounting method at 31 Dec 2020
			As at 31 Dec	As at 31 Dec 2019
			2020
Kupatana AB (“Kupatana”) Kupatana Ltd Kupatana Ltd Buyandsell Tanzania AB	Online classified advertising, event management, and investment holding Online classified advertising and event management Online classified advertising and event management Online classified advertising and event management	Sweden Tanzania Uganda Sweden	26.67% 26.67% 26.67% 26.67%	33.09 % 33.09 % 33.09 % 33.09 %	Equity Accounted

Moteur.MA ("Moteur")	Online classified advertising and event management (Moteur.ma)	Morocco	56.31%	56.31%	Equity Accounted

Propzy Propzy Vietnam Co. Ltd Propzy Services Co. Ltd	Investment holding Operator of online property classifieds portal Operator of online property classifieds portal	Singapore Vietnam Vietnam	- - -	20.41% 20.41% 20.41%	Disposed

Pakwheels Pakwheels (Private) Ltd	Investment holding Online classified advertising and event management (PakWheels.com)	Singapore Pakistan	36.84% 36.84%	36.84% 36.84%	Equity Accounted

Zameen Zameen Media Pvt Ltd	Investment holding Online classified advertising and event management (Zameen.com)	United Kingdom Pakistan	29.76% 29.76%	30.00% 30.00%	Equity Accounted

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

16. Investments in associates (cont’d)

i) A summary of the Group’s investment in associated companies is as follows:

Year ended 31 December 2020

	Cost of investment	Share of total comprehensive income	Carrying amount

Operating	1-Jan-20 Addition Disposal Impairment Exchange difference 31-Dec-20	1-Jan-20 Addition Disposal Exchange difference 31-Dec-20	31-Dec-20
company
	$ $ $ $ $ $	$ $ $ $ $	$
Zameen	10,766,065 2,298,201 - - (972,570) 12,091,696 2,050,715 - (2,050,715) - - - 5,024,250 - - - (414,400) 4,609,850 1,153,009 - - - - 1,153,009 1,478,565 - - - (121,952) 1,356,613	(7,642,252) (2,123,357) - 835,606 (8,930,003) (1,947,313) - 2,010,257 (62,944) - (2,954,503) (331,759) - 278,324 (3,007,938) (1,153,009) - - - (1,153,009) (375,121) (73,178) - 42,395 (405,904)	3,161,693
Propzy			-
Pakwheels			1,601,912
Kupatana			-
Moteur			950,709
	20,472,604 2,298,201 (2,050,715) - (1,508,922) 19,211,168	(14,072,198) (2,528,294) 2,010,257 1,093,381 (13,496,854)	5,714,314

Year ended 31 December 2019

	Cost of investment	Share of total comprehensive income	Carrying amount

Operating	1-Jan-19 Addition Step Acquisition Impairment Exchange difference 31-Dec-19	1-Jan-19 Addition Step Acquisition Exchange difference 31-Dec-19	31-Dec-19
company
	$ $ $ $ $ $	$ $ $ $ $	$
Zameen	8,520,600 2,125,692 - - 119,773 10,766,065 2,028,716 - - - 21,999 2,050,715 4,970,350 - - - 53,900 5,024,250 1,153,009 - - - - 1,153,009 1,353,355 234,985 (1,627,584) - 39,244 - 1,462,703 - - - 15,862 1,478,565	(6,888,833) (695,978) - (57,441) (7,642,252) (656,309) (1,288,907) - (2,097) (1,947,313) (2,526,558) (399,997) - (27,948) (2,954,503) (1,153,009) - - - (1,153,009) (163,201) (4,734) 156,831 11,104 - (319,132) (52,497) - (3,492) (375,121)	3,123,813
Propzy			103,402
Pakwheels			2,069,747
Kupatana			-
Infocasas			-
Moteur			1,103,444
	19,488,733 2,360,677 (1,627,584) - 250,778 20,472,604	(11,707,042) (2,442,113) 156,831 (79,874) (14,072,198)	6,400,406

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

16. Investments in associates (cont’d)

ii) The movement of share of total comprehensive income is as follows:

Year ended 31 December 2020

	Share of associates profit or loss	Share of associates profit or loss	Share of other comprehensive income	Share of total comprehensive income
Operating Company	1-Jan-20 Addition Unrealised foreign exchange gain/(loss)	Disposal 31-Dec-20	1-Jan-20 Addition Step Acquisition Exchange difference 31-Dec-20	31-Dec-20
	$ $ $	$ $ - (11,436,665) 2,014,129 89,671 - (4,038,255) - (1,173,106) - (448,665)	$ $ $ $ $ 1,114,639 556,417 - 835,606 2,506,662 (22,855) - (3,872) (62,944) (89,671) 638,161 113,832 - 278,324 1,030,317 20,097 - - - 20,097 (9,117) 9,483 - 42,395 42,761	$
Zameen	(8,756,891) (1,513,225) (1,166,549)			(8,930,003)
Propzy	(1,924,458) - -			-
Pakwheels	(3,592,664) (345,706) (99,885)			(3,007,938)
Kupatana	(1,173,106) - -			(1,153,009)
Moteur	(366,004) (82,661) -			(405,904)
	(15,813,123) (1,941,592) (1,266,434)	2,014,129 (17,007,020)	1,740,925 679,732 (3,872) 1,093,381 3,510,166	(13,496,854)

Year ended	31 December 2019
	Share of associates profit or loss Unrealised foreign exchange Step		Share of other comprehensive income	Share of total comprehensive income
Operating			Step Exchange
Company	1-Jan-19 Addition gain/(loss) Acquisition 31-Dec-19 $ $ $ $ $		1-Jan-19 Addition Acquisition difference 31-Dec-19	31-Dec-19
			$ $ $ $ $	$
Zameen	(7,324,068) (714,305) (718,518) - (8,756,891)		435,235 736,845 - (57,441) 1,114,639	(7,642,252)
Propzy	(643,124) (1,286,527) 5,193 - (1,924,458)		(13,185) (7,573) - (2,097) (22,855)	(1,947,313)
Pakwheels	(2,920,836) (416,101) (255,727) - (3,592,664)		394,278 271,831 - (27,948) 638,161	(2,954,503)
Kupatana	(1,173,106) - - - (1,173,106)		20,097 - - - 20,097	(1,153,009)
Infocasas	(166,741) (444) (28,275) 195,460 -		3,540 23,985 (38,629) 11,104 -	-
Moteur	(315,367) (50,633) (4) - (366,004)		(3,765) (1,860) - (3,492) (9,117)	(375,121)
	(12,543,242) (2,468,010) (997,331) 195,460 (15,813,123)		836,200 1,023,228 (38,631) (79,874) 1,740,925	(14,072,198)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

16. Investments in associates (cont’d)

iii) The tables below provide the summarised financial position of associates that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and not the Company’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments (such as amortisation charges of intangible assets identified at investment) and modifications for differences in accounting policy.

The summarised financial position of the associated companies at the period end, are as follows:

31 Dec 20	Assets	Liabilities
	Current assets Non-current assets	Current liabilities Non-current liabilities
Operating Company	Cash and cash equivalents Other current assets Total current assets Non- current assets Intangible assets on investment	Financial liabilities Other current liabilities Total current liabilities Financial liabilities Other non- current liabilities Total non- current liabilities	Net assets
	$ $ $ $ $	$ $ $ $ $ $	$
Zameen	7,786,885 15,399,768 23,186,653 4,712,125 26,164	12,936,463 2,765,990 15,702,453 - - -	12,222,489
Pakwheels	49,258 522,583 571,841 96,812 1,975	3,588,622 337,556 3,926,178 - - -	(3,255,550)
Moteur	38,608 409,223 447,831 80,445 2,087	214,180 14,991 229,171 - - -	301,192
	7,874,751 16,331,574 24,206,325 4,889,382 30,226	16,739,265 3,118,537 19,857,802 - - -	9,268,131

31 Dec 19	Assets	Liabilities
	Current assets Non-current assets	Current liabilities Non-current liabilities
Operating Company	Cash and cash equivalents Other current assets Total current assets Non- current assets Intangible assets on investment	Financial liabilities Other current liabilities Total current liabilities Financial liabilities Other non- current liabilities Total non- current liabilities	Net assets
	$ $ $ $ $	$ $ $ $ $ $	$
Zameen	1,878,149 13,126,587 15,004,736 4,765,795 621,218 1,418,934 2,344,451 3,763,385 134,650 768,440 9,727 809,336 819,063 132,159 48,036 144,833 411,650 556,483 86,620 13,291	9,562,143 2,531,780 12,093,923 - - - 10,037,019 - 10,037,019 - - - 3,371,850 296,587 3,668,437 - - - 195,785 12,876 208,661 - - -	8,297,826
Propzy			(5,370,544)
Pakwheels			(2,669,179)
Moteur			447,733
	3,451,643 16,692,024 20,143,667 5,119,224 1,450,985	23,166,797 2,841,243 26,008,040 - - -	705,836

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

16. Investments in associates (cont’d)

The summarised financial performance of associated companies for the financial year, are as follows:

	2020	2019
Operating	Net loss before unrealised foreign exchange Unrealised foreign exchange Other comprehensive Amortisation of intangible Total comprehensive	Net loss before unrealised foreign exchange Unrealised foreign exchange Other comprehensive Amortisation of intangible Total comprehensive
Company	gain/(loss) gain/(loss) income assets income $ $ $ $ $	gain/(loss) gain/(loss) income assets income
		$ $ $ $ $
Zameen	(4,449,204) (3,903,193) 1,864,693 (605,437) (7,093,141)	(1,745,510) (2,395,058) 2,456,149 (635,510) (2,319,929)
Propzy	- - - - -	(5,875,202) 25,442 (37,103) (428,212) (6,315,075)
Pakwheels	(890,578) (271,133) 308,992 (47,818) (900,537)	(1,053,228) (694,156) 737,868 (76,254) (1,085,770)
Infocasas	- - - - -	76,911 (10,136) (4,254) (174,980) (112,459)
Moteur	(135,631) - 16,840 (11,168) (129,959)	(68,862) - (3,302) (21,063) (93,227)
	(5,475,413) (4,174,326) 2,190,525 (664,423) (8,123,637)	(8,665,891) (3,073,908) 3,149,358 (1,336,019) (9,926,460)

Total revenue generated by operating entities in the period during which they were accounted by the Group as associate companies was $42,066,655 (2019: $57,478,367).

Associated companies reported using the equity accounting method at the year end generated full year revenues of $42,066,655 (2019: $51,456,317) as follows:

Operating Company	2020 2019
	$ $
Zameen	40,107,854 42,329,072
Propzy	- 6,658,537
Pakwheels	1,453,421 1,910,577
Other associates	505,380 558,131
	42,066,655 51,456,317

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

17. Investment in subsidiaries

The Group’s principal subsidiaries at 31 December 2020 are set out below. Unless otherwise stated, share capital consisted solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Changes in equity interest in subsidiaries during the year ended 31 December 2020 are laid out in Note 24.

Name of Operating Company	Principal activities	Country of business/ incorporation	Equity holding as Subsidiary	Equity holding as Subsidiary
			As at 31 Dec	As at 31 Dec
			2020	2019
Frontier Digital Ventures	Investment holding	Singapore	100.00%	100.00%
Pte Ltd ("FDVSG")
Frontier Digital Ventures	Management services	Malaysia	100.00%	100.00%
Sdn Bhd ("FDVMY")
Avito SCM S.a.r.l	Operator of online general	Morocco	100.00%	-
(“Avito”)	classifieds portals
Editora Urbana Limitada	Operator of online property	Colombia	100.00%	-
(“Fincaraiz”)	classifieds portals
STE Adevinta Tunisia	Operator of online general	Tunisia	100.00%	-
S.a.r.l (“Tayara”)	classifieds portal
Le Rouge AB	Management services	Sweden	100.00%	-
Autodeal	Investment holding	Singapore	55.79%	55.79%
The Sirqo Group, Inc.	Operator of online car	Philippines	55.79%	55.79%
	classifieds portals
Encuentra24	Operator of online general	Switzerland	26.29%	42.07%
	classifieds portals
Swiss Panama Group,	Operator of online general	Panama	26.29%	42.07%
Corp	classifieds portals
Encuentra24.com	Operator of online general	Panama	26.29%	42.07%
Classificados S.A.	classifieds portals
Encuentra24.com	Operator of online general	Nicaragua	26.29%	42.07%
Nicaragua S.A.	classifieds portals
Encuentra	Operator of online general	Costa Rica	26.29%	42.07%
Veinticuatro.com SA	classifieds portals
Hoppler	Investment holding	Singapore	40.23%	40.23%
Hoppler, Inc.	Operator of online property	Philippines	40.23%	40.23%
	classifieds portal
Infocasas	Investment holding	British Virgin	52.14%	52.14%
		Island
Infocasas SA	Operator of online property	Uruguay	52.14%	52.14%
	classifieds portal
Relaxed SA	Operator of online property	Paraguay	52.14%	52.14%
	classifieds portal
Publicidad e Inmobiliaria	Operator of online	Bolivia	52.14%	52.14%
IC Bolivia	classifieds portal
	(infocasas.com.uy)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

17. Investment in subsidiaries (cont’d)

Name of Operating Company	Principal activities	Country of business/ incorporation	Equity holding	as Subsidiary
			As at 31 Dec	As at 31 Dec
			2020	2019
iMyanmar	Investment holding	Singapore	52.63%	42.63%
iMyanmar Co. Ltd	Operator of online property	Myanmar	52.63%	42.63%
	classifieds portal
iMyanmarHouse Co., Ltd	Operator of online property	Myanmar	52.63%	42.63%
	classifieds portal
Lanka Property Web	Operator of online property	Sri Lanka	53.01%	47.76%
(Private) Limited	classifieds portal
Meqasa	Operator of online property	Singapore	66.17%	72.88%
	classifieds portal
Meqasa Limited	Operator of online property	Ghana	66.17%	72.88%
	classifieds portal
Rebbiz (“CarsDB”)	Investment holding	Singapore	64.81%	64.81%
Rebbiz Co Ltd	Operator of online car	Myanmar	64.81%	64.81%
	classifieds portals
TechAfrica	Operator of online property	Angola	-	75.00%
	and car classifieds portals
PropertyPro	Investment holding	Singapore	39.48%	39.48%
Propertypro.com.ng	Operator of online property	Nigeria	39.48%	39.48%
Limited	classifieds portal

18. Related party advances

	2020	2019
	$	$
Non-trade amount due to:
- other related parties	2,748	3,095

Non-trade amounts due to related parties are unsecured, interest free and repayable on demand.

19. Trade and other payables

	2020	2019
	$	$
Trade payables	3,092,911	1,043,221
Other payables	2,504,961	1,287,386
Accruals	2,773,883	1,089,062
	8,371,755	3,419,669

As at 31 December 2019, included in other payables is $100,485 received by the Group from the purchaser of the Disposal Group held for sale, in advance of completion of the disposal.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

20. Borrowings

Borrowings

	2020	2019
	$	$
Current	243,776	88,233
Non-current	311,383	361,150
	555,159	449,383

Non-current borrowings of $311,383 (2019: $361,150) consist of

a loan of USD128,285 (2019: USD128,285) and a CHF denominated loan of CHF62,026 (2019: Nil) which are non-interest bearing and is contingent upon the sale of Encuentra24 and
a loan of USD158,178 (2019: USD184,765) awarded by the NII (National Research and Innovation Agency), a federal agency in Uruguay, to Infocasas in 2015. Interest on the loan is charged by LIBOR +4% compounding at daily rest basis. Payments are due on a six monthly basis and the loan will mature in April 2023.

21. Share capital

	2020	2019	2020	2019
	Shares	Shares	$	$
Fully paid ordinary shares
At 1 January	256,072,265	244,120,362	83,244,227	74,169,794
Issued for cash	85,932,271	6,759,097	105,589,115	5,238,300
Issued for business combinations	618,286	3,749,412	683,824	3,187,000
Issued to employees andDirectors	245,521	1,443,394	178,999	740,092
	342,868,343	256,072,265	189,696,165	83,335,186
Less: Transaction costs	-	-	(4,886,745)	(90,959)
At 31 December	342,868,343	256,072,265	184,809,420	83,244,227

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.

During the financial year ended 31 December 2020, 618,286 ordinary shares with value of $683,824 were issued as purchase consideration for the increase in equity interest in iMyanmarhouse as disclosed in Note 24 and 85,932,271 ordinary shares were issued for cash. Of the shares issued for cash, 6,640,842 with a value of $6,474,821 were issued through the strategic placement with institutional investor in north America, and 79,291,429 ordinary shares with value of $99,114,294 were issued through a non-underwritten institutional placement and non-underwritten 1 for 9 Pro-Rata Accelerated Non-Renounceable Entitlement Offer.

In the same period, 157,195 (2019: 1,343,394) ordinary shares were issued to employees as share based payments with a value of $118,999 (2019: $680,092). Of the shares issued in 2019, 1,020,000 shares with a value of $510,000 were issued upon exercise of employee Share Rights. A further 88,326 (2019: 100,000) ordinary shares were issued to Directors as share based payments with a value of $60,000 (2019: $60,000).

During the financial year ended 31 December 2019, 6,759,097 ordinary shares were issued for cash of $5,238,300 to fund increased in the Group holding in Infocasas and 3,749,412 ordinary shares with a value of $3,187,000 were issued as purchase consideration for the increase in equity interest in Autodeal as disclosed in Note 24.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

22. Share based payments

Share based payments
	2020	2019
	$	$
Executive incentive plan	106,455 35,596 60,000	170,092
Amortisation of employee share rights		54,703
Remuneration for Non-Executive Directors		60,000
Total	202,051	284,795

23. Financial risk management

This note explains the Group’s exposure to financial risks and how these risks could affect the group’s future financial performance. Current year profit and loss information has been included where relevant to add further context.

Exposure arising from	Measurement	Management
Future investments not denominated in Australian dollars Recognised financial assets and liabilities not denominated in Australian dollars	Cash flow forecasting Sensitivity analysis	Holding US Dollars Forward foreign exchange contracts when appropriate Dual currency deposits when appropriate
Return on cash deposits	Rolling forecasts of free cashflows	Periodic comparison of rates and diversification of bank deposits
Cash and cash equivalents, trade and other receivables	Debtor Aging analysis Creditratings	Diversification of bank deposits and creditlimits
Liabilities	Rolling cash flow forecasts	Availability of cash and reserves

The Group’s activities are exposed to a variety of financial risks arising from their operations and the use of financial instruments. The key financial risks include foreign currency risk, and liquidity risk. The Group’s corporate treasury function identifies and evaluates financial risks in close co-operation with the Group’s operating units.

The Group’s overall financial risk management objective is to optimise value for their shareholders. The Group does not trade in financial instruments. The Board of Directors reviews and agrees to policies and procedures for the management of these risks, which are executed by the Group’s senior management.

The following table analyses the fair value of the financial instruments in the statements of financial position by the classes of financial instruments to which they are assigned:

	2020	2019
	$	$
Financial assets	59,159,608 - 9,644,452 981,401
Cash and cash equivalents		12,410,121
Term deposits		48,087
Trade and other receivables		3,626,836
Other financial assets		983,494

	69,785,461	17,068,538
Financial liabilities
Related party advances	2,748	3,095
Trade and other payables	8,371,755	3,419,669
Finance lease liabilities	693,017	463,252
Borrowings	555,159	449,383
	9,622,679	4,335,399

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

23. Financial risk management (cont’d)

(a) Foreign currency risk

Foreign currency risk is the risk of fluctuation in fair value or future cash flows of a financial instrument as a result of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s net investments in foreign subsidiaries, which is predominantly denominated in United States Dollars (USD).

The Group carries a significant exposure to movements in the currency exchange rates between the United States Dollar (USD) and the Australian Dollar (AUD). Most acquisitions are denominated in USD and USD is the functional currency of the intermediate holding company of the Group as well as a number of significant subsidiaries.

There is no other material exposure to foreign currency risks within the financial assets and financial liabilities outside of each operating entity’s functional currency, and as such no foreign currency exposure arises. However, the translation of these foreign entities’ results from their respective non-Australian dollar functional currencies into the Australian dollar presentation currency of the Group represents a foreign currency reporting risk to the Group.

A 5% movement in the average exchange rate of the USD over the course of the year would have impacted earnings by $720,222 (2019: $183,439) and a 5% movement in the spot rate of the USD would have impacted cash and cash equivalents reported at the year end by $883,341 (2019: $317,345).

Management has set up a practise to monitor changes in foreign exchange rates on an ongoing basis. The Group also takes advantage of any natural effects of its foreign currencies revenues and expenses by maintaining current accounts in foreign currencies.

(b) Interest rate risk management

The Group’s exposure to interest rate risk is limited to the movement in interest rate in terms of its cash held at bank.

Interest rate sensitivity

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s profit for the year ended 31 December 2020 would increase/decrease by $171,271 (2019: $72,129). This is mainly attributable to the Group’s exposure to interest rates on its cash held at bank. The Group earned $218,287 (2019: $428,144) in interest income which is an average annual return of 0.23% (2019: 1.91%) on its average cash balance for the year.

(c) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group adopted a policy of generally dealing with reputable counterparties as a means of mitigating the risk of financial loss from defaults.

Trade receivables consist of a large number of customers and ongoing credit evaluation is performed on the accounts regularly. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties. The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Group’s maximum exposure to credit risk.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position. However, due to the short trading history of the Group, the information available on past default experience is limited. The expected credit losses on trade receivables is further adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

23. Financial risk management (cont’d)

(c) Credit risk management (cont’d)

On that basis, the loss allowance was determined as follows for trade receivables:

	Not past due Trade Receivables past due 1 to 30 days 31 to 60 days 61 to 90 days 91 plus days Total
As at 31 Dec 2020
Expected loss rate Gross carrying amount Loss allowance	2.7% 6.9% 12.3% 16.6% 50.4% 3,660,522 950,063 693,189 298,054 9,566,241 15,168,069 33,345 106,890 82,113 41,425 6,791,036 7,054,809

	Not past due Trade Receivables past due 1 to 30 days 31 to 60 days 61 to 90 days 91 plus days Total
As at 31 Dec 2019
Expected loss rate Gross carrying amount Loss allowance	0.6% 2.5% 3.9% 5.0% 30.6% 1,048,983 592,699 275,059 122,133 1,116,504 3,155,378 6,751 14,620 10,609 6,197 341,808 379,985

(d) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders by maintaining an optimal capital structure. In order to do so, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.

The Group had no borrowings as at the end of the financial year.

(e) Liquidity risk management

Liquidity risk is the risk that the Group may encounter difficulty in meeting financial obligations as they fall due. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s liquidity risk management policy is to monitor and maintain a level of cash and cash equivalents deemed adequate for the management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and longterm funding and liquidity management requirements.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

24. Business Combinations

24.1 Controlled entities

24.1.1 Acquisition of companies

During the financial year, the Group gained accounting control of the following groups of companies (collectively referred to as “Operating Companies”) via new investments. The Group has up to twelve months from the date of acquisition to complete its initial acquisition accounting. Any adjustment to the fair values based on circumstances existing at acquisition date, including associated tax adjustments, within this twelve-month period will have an equal and opposite impact on the provisional intangible asset recorded on acquisition.

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisitionby-acquisition basis. For the non-controlling interests in the subsidiaries listed below, the group elected to recognise the non-controlling interests at its proportionate share of the acquired net identifiable assets. See note 2(b) for the group’s accounting policies for business combinations.

The following summarises the effect of the acquisition of subsidiaries as at the date of acquisitions during the year ended 31 December 2020:

Note Fair value of consideration transferred Cash and cash equivalents Total consideration Provisional allocation of purchase consideration Cash and bank balances Deferred tax assets Deferred tax liabilities on fair value of intangible assets acquired Intangible assets acquired - Brands - Software - Website and domain Plant and equipment Trade and other receivables Trade and other payables Goodwill (Note 15) Total identifiable net assets acquired	Avito Fincaraiz Tayara Total
	$ $ $ $

	20,810,668 32,746,795 4,206,584 57,764,047
	20,810,668 32,746,795 4,206,584 57,764,047


	1,363,159 1,629,459 616,689 3,609,307
	- 152,797 - 152,797
	(1,667,483) (1,410,276) (56,858) (3,134,617)

	1,629,118 1,702,120 1,067,234 4,398,472
	46,231 55,313 - 101,544
	5,333,188 2,993,103 413,400 8,739,691
	721,642 632,948 83,331 1,437,921
	4,699,681 806,932 448,486 5,955,099
	(2,938,773) (1,539,993) (138,522) (4,617,288)
	11,623,905 27,724,392 1,772,824 41,121,121
	20,810,668 32,746,795 4,206,584 57,764,047

The Group gained accounting control of the following group of companies via new investments:

Name of business acquired	Principal activity	Date of acquisition	Percentage of shares held %	Total cost	of acquisitions
				US$	AUD equivalent
Avito	Operator of online general classifieds portal	5 November 2020	100%	15,031,546	20,810,668
Fincaraiz	Operator of online property classifieds portal	5 November 2020	100%	23,653,010	32,746,795
Tayara	Operator of online general classifieds portal	5 November 2020	100%	3,038,416	4,206,584

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

24. Business Combinations (cont’d)

24.1 Controlled entities (cont’d)

24.1.1 Acquisition of companies (cont’d)

The effect of the acquisition on cash flows of the Group is as follows:

Fair value of consideration transferred Less: Cash and cash equivalent acquired	Avito Fincaraiz Tayara Total
	$ $ $ $

	20,810,668 32,746,795 4,206,584 57,764,047
	(1,363,159) (1,629,459) (616,689) (3,609,307)
	19,447,509 31,117,336 3,589,895 54,154,740

From the date of acquisition, the subsidiaries contributed revenue and net losses during the year of:

Revenue Net loss after tax Other comprehensive income	Avito Fincaraiz Tayara Total
	$ $ $ $

	1,033,177 1,259,240 161,867 2,454,284
	(172,332) (179,293) (110,434) (462,059)
	164,224 144,465 59,131 367,820

If the acquisition had occurred on 1 January 2020, the consolidated results for the financial period ended 31 December 2020 would have been as follows:

Revenue Net loss after tax Other comprehensive income	Avito Fincaraiz Tayara Total
	$ $ $ $

	5,647,960 7,886,100 991,225 14,525,285
	(3,553,360) (794,640) (1,651,149) (5,999,149)
	637,478 38,176 36,144 711,798

a) Acquisition of Avito and Tayara

On 5 November 2020, the Group acquired 100% equity interest and control in Avito and Tayara, which operates an online general classifieds portal in Morocco and Tunisia, respectively.

The total consideration of EUR 15,330,555 (AUD equivalents 25,017,252) was paid in exchange for 100% of the issued share capital for both Avito and Tayara. The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

b) Acquisition of Fincaraiz

On 5 November 2020, the Group acquired 100% equity interest and control in Fincaraiz which operates an online property portal in Colombia.

The total consideration of US$23,653,010 (AUD equivalent 32,746,795) was paid in exchange for 100% of the issued share capital of Fincaraiz. The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

24. Business Combinations (cont’d)

24.1 Controlled entities (cont’d)

24.1.1 Acquisition of companies (cont’d)

During financial year ended 31 December 2019, the group gained accounting control of Infocasas via step acquisition, whereby the investment was previously reported in the results of the Group using the equity accounting method.

Infocasas

On 16 December 2019, the Group acquired 20.25% equity interest or 24,837 ordinary shares in Infocasas from other shareholders for a cash consideration of US$3,577,759 (AUD equivalents 5,198,484).

As a results, the Group acquired accounting control of Infocasas and has consolidated its results from the date of acquisition. The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

The effect of the acquisition of Infocasas as at the date of acquisitions of 16 December 2019 is as follows:

	2019
Fair value of consideration transferred Cash and cash equivalents Fair value of previously held equity interest Allocation of purchase consideration Cash and bank balances Deferred tax liabilities on fair value of intangible assets acquired Intangible assets acquired - Brands - Website and domain Plant and equipment Trade and other receivables Trade and other payables Borrowings Less: Non-controlling interest’s share of net assets Goodwill(Note15) Total identifiable net assets acquired	$

	5,198,484
	8,186,648
	13,385,132

	892,332
	(358,734)

	2,150,624
	596,472
	171,377
	1,406,266
	(1,193,231)
	(276,195)
	(1,621,933)
	11,618,154
	13,385,132

The effect of the acquisitions on cash flows of the Group is as follows:

	2019
Fair value of consideration transferred Less:Cashand cashequivalents acquired	$
	5,198,484
	(892,332)
	4,306,152

From the date of acquisition, the subsidiaries contributed revenue and net losses during the year of:

	2019
Revenue Net loss after tax Other comprehensive income	$
	284,762
	(233,246)
	(4,254)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

24. Business Combinations (cont’d)

24.1 Controlled entities (cont’d)

24.1.1 Acquisition of companies (cont’d)

If the acquisition had occurred on 1 January 2019, the consolidated results for the financial year ended 31 December 2019 would have been as follows:

	2019
Revenue Net loss after tax Other comprehensive income	$
	21,205,839
	(5,349,494)
	1,194,497

Upon acquiring control, there was deemed disposal by the Group of the previously held equity interest at fair value, resulting in gains on deemed disposal of $6,732,235.

	2019
Fair value of previously held equity interest Cost of investments Less: Share of losses at acquisition Less: Share of OCI at acquisition Add: Exchange difference Carrying amounts of investments at 16 December 2019 Gain on deemed disposal of associate	$
	8,186,648

	1,627,584
	(195,460)
	38,629
	(16,340)
	1,454,413

	6,732,235

24.1.2 Increase in Equity Interest and other transactions with Controlled Entities

(a) iMyanmarhouse

On 24 February 2020, the Group acquired 1,307 ordinary shares from other shareholders of iMyanmarhouse with a total consideration of US$930,000 (AUD equivalent 1,408,206), of which US$465,000 are paid in cash and the remaining US$465,000 (AUD equivalent 683,824) paid via issuance of 618,286 ordinary shares of the Company, increasing its equity interest by 10% from 42.63% to 52.63%.

(b) LankaPropertyWeb

On 18 February 2020, the Group acquired additional 197 ordinary shares in LankaPropertyWeb via capitalisation of debts amounting to US$250,347 (AUD equivalent 374,343), increasing its equity interest by 5.25% from 47.76% to 53.01%.

(c) Encuentra24

On 7 July 2020, Encuentra24.com AG (“Encuentra24”) entered into an investment agreement with OLX Group B.V. (“OLX”) to issue 87 new ordinary shares in the Encuentra24 with a value of US$5,790,000 (AUD equivalent 8,066,050) to OLX in exchange for cash contribution of US$1,000,000 (AUD equivalent 1,393,100) and Contributed Assets from OLX in Panama, Costa Rica, El Salvador and Guatemala, which include:

a) Consumer and customers user and ads database; and
b) Active direct sales orders and/or contracts with professional customers.

Consequently, OLX owned 37.50% equity holding in Encuentra24. Despite dilution of equity holding from 42.07% to 26.29%, FDV still maintaining accounting control.

As part of the agreement, OLX holds a call option over all the issued shares of Encuentra24, which OLX may choose to exercise on the second and third anniversary from 7 July 2020. The valuation with respect to the exercise of the call option will be based on the fair market value of Encuentra24 at the time, as assessed by an independent third party. A geographical non-compete between OLX and Encuentra24 will cover all post-deal Encuentra24 markets.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

24. Business Combinations (cont’d)

24.1 Controlled entities (cont’d)

24.1.2 Increase in Equity Interest and other transactions with Controlled Entities (cont’d)

(d) Meqasa

On 28 August 2020, Meqasa issued 30,413 shares for cash consideration of US$125,000 (AUD equivalent $170,663) from an external investor and on 16 December 2020, a further 111,419 shares were issued to the founders in accordance with Employee Share Ownership Plan as detailed in Note 24.1.2(e). As a result, the Group’s equity interest in Meqasa decreased by 6.71% from 72.88% to 66.17%.

(e) Employee Share Ownership Plans (ESOPs)

In accordance with ESOPs offered to the founders of Meqasa on 28 November 2018, upon vesting of the second tranche during the year, the Group equity interest in Meqasa decrease from 80.77% to 72.88%.

Entitlement to shares in the Operating Entities will vest if the participant remains employed by the Operating Entity on the vesting date.

Tranche	Entitlement date	Number of ESOP shares	Vesting date	Group equity holding after ESOP vested
First	28 November 2018	79,585	15 December 2018	80.77%
Second	16 December 2018	95,498	15 December 2019	72.88%
Third	16 December 2019	111,419	15 December 2020	66.17%

25. Discontinued operations

25.1 Disposal group held for sale

In October 2019, the Group entered into a sale agreement to dispose its entire shareholding in TechAfrica and the associated assets and liabilities of TechAfrica were consequently presented as held for sale in the financial statements for the year ended 31 December 2019.

The disposal process was completed on 27 April 2020 and loss on disposal of subsidiary of $267,935 were recognised for the year ended 31 December 2020.

The comparative items in the condensed consolidated statement of comprehensive income have been restated for discontinued operations.

(a) Financial performance and cash flow information

The financial performance and cash flow information relating to the discontinued operation for the period is set out below:

below:
	Period ended 1 October 2019
	$
Revenue	120,706
Administrative expenses	(9,893)
Offline production costs	(4,314)
Employment expenses	(157,719)
Advertising and marketing expenses	(15,243)
Premises and infrastructure expenses	(18,340)
Other expenses	(231)
Unrealised foreign exchange gain	1
Depreciationand amortisation	(275,638)
Loss before income tax	(360,671)
Interest expense	(68,074)
Net loss after tax from discontinued operation	(428,745)
Impairment loss	(444,231)
Net loss from discontinued operation	(872,976)

Net cash outflow from operating activities	(17,527)
Net cashoutflow from investing activities	(44,188)
Net decrease in cash generated	(61,715)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

25. Discontinued operations (cont’d)

25.1 Disposal group held for sale (cont’d)

(b) Assets and liabilities of disposal group held for sale

At 31 December 2019, the disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:

	2019
Cash and cash equivalents Trade and other receivables Property, plant and equipment Intangible assets Assets classified as held for sale Trade and other payables Accruals Deferredrevenue Liabilities directly associated with assets classified as held for sale Net assets of disposal group	$
	140,662
	71,775
	1,348
	50,792
	264,577

	(112,028)
	(4,746)
	(47,318)
	(164,092)

	100,484

26. Notes to the statement of cash flows

Notes to the statement of cash flows
	2020	2019
	$	$
Cash flows from operating activities
Net loss before tax	(16,235,297)	(4,879,293)
Adjustments for:
Amortisation of intangible assets	5,067,266	3,096,898
Depreciation	359,068	276,940
Impairment of loan to and investment in associate	-	-
Impairment loss on assets held for sale	-	444,231
Gain on disposal of property, plant and equipment	935	(948)
Property, plant and equipment written off	2,075	-
Net foreign exchange difference	10,274,167	(100,571)
Share of loss of associates	3,208,026	3,465,341
Interest income	(218,287)	(428,144)
Interest expense	88,468	118,038
Non-cash employee benefits expense – share based payments 202,051 284,795
Loss on disposal of a subsidiary	267,935	-
Gain on disposal and deemed disposal of Associates
and ControlledEntities	(6,798,910)	(6,732,235)
(3,782,503) (4,454,948) Change in operating assets and liabilities, net of effects from
purchase of controlled entities: Trade and other receivables Trade and other payables Rights-of-use assets	1,271,536 474,878 -	71,867 156,971 (90,445)
Cash used in operations	(2,036,089)	(4,316,555)
Interest paid	(88,468)	(118,038)
Interestreceived	75,676	343,921
Net cash used in operating activities (2,048,881) (4,090,672)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

27. Convertible loan notes

As the year end, there were convertible loan notes held in the following operating entities.

Operating companies	Conversion prior to Maturity Date	Consideration US$	Interest rate per annum	Balance for conversion at Year End	Current shareholding %	Maximum Group equity holding % after conversion
Pakwheels	3 October 2022	600,000	10%	745,123	36.84%	Variable*

* Note 11 – Other financial assets

28. Related party transactions

Related party transactions
	2020	2019
	$	$
Catcha Group
Increase in loan	(3,946)	(6,498)
Repayment of loan	3,411	8,957

Mertons Corporate Services Pty Ltd
Company secretarial fees	65,276	64,762

Related Party advances as at 31 December 2020 consist of $2,748 (2019: $3,095) due to Catcha Group.

As at the year end, Catcha Group held more than 20% of the issued share capital (2019: more than 20%).

Mark Licciardo was engaged as both Director and Company Secretary through Mertons Corporate Services Pty Ltd. Included in trade and other payables at the year end was $5,797 (2019: $7,593) due to Mertons Corporate Services Pty Ltd.

By an agreement between the Company and each of the Non-Executive Directors, the Non-Executive Directors have agreed to provide services to the Company. As detailed in the Company prospectus the Non-Executive Directors will be remunerated by a mixture of cash and shares.

The remuneration of Non-Executive Directors for the year ended 31 December 2020 includes $60,000 (2019: $60,000) in respect of 52,836 (2019: 88,326) shares which have not yet been issued to Non-Executive Directors. The issue of these shares to Non-Executive Directors is subject to shareholder approval at the next annual general meeting.

	2020 2019
	Shares issued Shares vested but not issued Total Shares issued Shares vested but not issued in 2017 Total
Mark Licciardo	88,326 52,836 141,162 100,000 88,326 188,326
	88,326 52,836 141,162 100,000 88,326 188,326

There were no other transactions between the Group and other related party other than employment expenses paid to key management personnel as disclosed in Note 29.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

29. Key management personnel compensation

(a) Key management personnel compensation

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

	2020	2019
	$	$
Director fees
- current year	181,080	180,720
Amortisationofshare options	14,456	8,710
	195,536 781,948 37,281 118,610	189,430
Other key management personnel
Salaries and wages Employer statutory contribution and pension related Equity settled share-based payments		1,030,149
		55,159
		153,587
	1,133,375	1,428,325

The share-based payment expense primarily relates to employee share rights, as described in Note 22 and the Remuneration Report on pages 11 to 20.

On 26 August 2016 3,150,000 share rights were granted to employees of the Group, 3,000,000 of those rights were granted to key management personnel. There were no new share rights granted in 2017, 2018 and 2019.

On 24 May 2019, 450,000 share options were granted to a non-executive director. There were no share options vested nor exercised during the financial year. The amortisation of share options is accounting values and do not reflect the actual shares vested.

(b) Share based payments

Total share-based payments made to key management personnel during the year and during the previous reporting period:

Rights Plan

Name Date of Grant	Balance of Rights Not Exercised at 1 Jan 2020 Share Rights Granted No.	Vesting condition - Continued Vesting and Exercise Date	Vested	Vested	Unvested Rights at date of report No.
		employment	Number	%
		as at dates below

Shen Loh Lim 26 Aug 2016 26 Aug 2016 26 Aug 2016	- 600,000	31 Dec 2016 11 Jan 2017	600,000	100%	-
	- 600,000	31 Dec 2017 15 Jan 2018	600,000	100%	-
	- 600,000	31 Dec 2018 14 Jan 2019	600,000	100%	-
	- 1,800,000		1,800,000		-

Shiao Chan 26 Aug 2016 26 Aug 2016 26 Aug 2016	- 100,000	30 Jun 2017 11 Jul 2017	100,000	100%	-
	- 120,000	30 Jun 2018 11 Jul 2018	120,000	100%	-
	- 140,000	30 Jun 2019 2 Jul 2019	140,000	100%	-
	- 360,000		360,000		-

Marco Rampazzo 26 Aug 2016 26 Aug 2016 26 Aug 2016	- 120,000	31 Dec 2016 11 Jan 2017	120,000	100%	-
	- 120,000	31 Dec 2017 15 Jan 2018	120,000	100%	-
	- 120,000	31 Dec 2018 14 Jan 2019	120,000	100%	-
	- 360,000		360,000		-

Jason Thoe 26 Aug 2016	- 160,000	30 Jun 2017 11 Jul 2017	160,000	100%	-
26 Aug 2016	- 160,000	30 Jun 2018 11 Jul 2018	160,000	100%	-
26 Aug 2016	- 160,000	30 Jun 2019 2 Jul 2019	160,000	100%	-
	- 480,000		480,000		-

The statement of comprehensive income includes the amortisation of employee share rights amounting to $nil (2019: $26,131). The last vest and exercise of share rights under this Rights Plan occurred on 2 July 2019.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

29. Key management personnel compensation (cont’d)

(b) Share based payments (cont’d)

LTI Plan

A new Long-Term Incentive Plan (LTI Plan) was introduced during the financial year. The amortisation of employee long term incentive share rights amounting to $21,140 (2019: $19,862) is included in the statement of comprehensive income.

Details of the LTI Plan is as described in Remuneration Report pages 11 to 20.

Options

	2019
	Average exercise price per share option $ Number of options
As at 1 January	0.84 450,000 - -
Granted during the year
As at 31 December	0.84 450,000

(i) Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 31 December 2019 was $0.13 per option. The fair value at grant date is independently determined using Monte Carlo simulation model that takes into account the share price at grant date, the risk-free interest rate for the term of the options, the expected price volatility of the underlying share, the exercise price and time to maturity of the underlying option.

The model inputs for options granted during the financial year included:

	2019
Exercise price		0.84
Grant date	24 May	2019
Expiry date	23 May	2023
Share price at grant date		0.53
Expected price volatility of the Company’s shares	49.40%
Risk-free interest rate	1.131%
Time to maturity of underlying options	4	years

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

30. Parent entity disclosures

The accounting policies of the parent entity (Frontier Digital Ventures Ltd), which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the significant accounting policies relating to the Group.

Financial position ASSETS Current assets Cash and cash equivalents Trade and other receivables Related party advances Total current assets Non-current assets Investments in subsidiaries Total assets LIABILITIES Current liabilities Trade and other payables Total current liabilities Total liabilities NET ASSETS EQUITY Share capital Reserves Accumulated losses TOTAL EQUITY Financial performance Loss of the parent entity Total comprehensive loss	Parent
	2020 $ 2019 $



	51,918,445 10,231,219
	701,005 229,183
	107,631,959 49,254,123
	160,251,409 59,714,525


	16,573,461 16,573,461
	176,824,870 76,287,986



	2,003,582 247,097
	2,003,582 247,097
	2,003,582 247,097
	174,821,288 76,040,889


	184,809,420 83,244,227
	111,624 88,572
	(10,099,756) (7,291,910)
	174,821,288 76,040,889


	(2,807,846) (1,593,649)
	(2,807,846) (1,593,649)

31. Auditors’ remuneration

Remuneration of the auditor of the parent entity for: a) Auditing or reviewing the financial report Deloitte Touche Tohmatsu Australia b) Auditing the financial statements Network firms of Deloitte Touche Tohmatsu Australia Audit and review of financial statements Services other than audit and review of financial statements Total auditors’ remuneration	2020 $ 2019 $


	291,000 282,400

	- -
	291,000 282,400
	- 29,400
	291,000 311,800

32. Contingencies

Various claims arise in the ordinary course of business against Frontier Digital Ventures Limited and its subsidiaries. The amount of the liability (if any) at 31 December 2020 cannot be ascertained and the Directors believe that any resulting liability would not materially affect the financial position of the Group.

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

33. iMyanmarhouse and CarsDB Financial Information

The accounting policies of iMyanmarhouse and CarsDB, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the significant accounting policies relating to the Group.

(a) iMyanmarhouse

The following financial information of iMyanmarhouse is included in the consolidated financial report of the Group as at 31 December 2020 and the year then ended.

Statement of Comprehensive Income Revenue Administrative expenses Offline production costs Employment expenses Advertising and marketing expenses Premises and infrastructure expenses Other expenses Unrealised foreign exchange gain Depreciation and amortisation Operating profit from continuing operations Interest income Profit before income tax Income tax expense Net profit after tax Other comprehensive income Exchange differences on translation of foreign operations Total comprehensive loss for the year Statement of Financial Position Cash and cash equivalents Trade and other receivables Other assets Total current assets Property, plant and equipment Goodwill Other intangible assets Total non-current assets Total assets Related party advances Trade and other payables Billings in advance Total current liabilities Total liabilities NET ASSETS Net assets attributable to shareholders of FDV at 52.63% Net assets attributable to other shareholders TOTAL EQUITY	2020 $
	1,281,008
	(14,832)
	(461,829)
	(401,917)
	(98,893)
	(253,826)
	(123,272)
	157,462
	(32,132)
	51,769

	4,802
	56,571
	-
	56,571


	(147,207)
	(90,636)

	2020 $
	624,116
	258,861
	25,607
	908,584

	52,393
	1,968,212
	46,973
	2,067,578
	2,976,162

	28,774
	60,573
	98,097
	187,444
	187,444
	2,788,718

	2,400,044
	388,674
	2,788,718

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

33. iMyanmarhouse and CarsDB Financial Information (cont’d)

(a) iMyanmarhouse (cont’d)

Statement of Cash Flows Cash flows from operating activities Net profit before tax Adjustments for: Amortisation of intangible assets Depreciation Gain on disposal of property, plant and equipment Interest income Change in operating assets and liabilities, net of effects from purchase of controlled entities: Trade and other receivables Trade and other payables Cash generated from operations Interest received Net cash from operating activities	2020 $

	56,571


	3,072
	29,060
	318
	(4,802)
	84,219

	312,897
	(19,585)
	377,531
	4,802
	382,333

(b) CarsDB

The following financial information of CarsDB is included in the consolidated financial report of the Group as at 31 December 2020 and for the year then ended.

Statement of Comprehensive Income Revenue Administrative expenses Offline production costs Employment expenses Advertising and marketing expenses Premises and infrastructure expenses Other expenses Unrealised foreign exchange (loss)/gain Depreciation and amortisation Operating loss from continuing operations Interest income Interest expense Loss before income tax Income tax expense Net loss after tax Other comprehensive income Exchange differences on translation of foreign operations Total comprehensive loss for the year	2020 $
	763,073
	(23,356)
	(281,565)
	(477,061)
	(45,657)
	(106,378)
	(2,747)
	179,930
	(49,542)
	(43,303)

	52
	(21,185)
	(64,436)
	(4,729)
	(69,165)


	(178,753)
	(247,918)

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

33. iMyanmarhouse and CarsDB Financial Information (cont’d)

(b) CarsDB (cont’d)

Statement of Financial Position Cash and cash equivalents Trade and other receivables Total current assets Property, plant and equipment Goodwill Other intangible assets Total non-current assets Total assets Related party advances Trade and other payables Billings in advance Total current liabilities Total liabilities NET ASSETS Net liabilities attributable to shareholders of FDV at 64.81% Net liabilities attributable to other shareholders TOTAL EQUITY	2020 $
	119,345
	56,354
	175,699

	61,909
	3,156,619
	15,622
	3,234,150
	3,409,849

	306,701
	32,248
	15,142
	354,091
	354,091
	3,055,758

	3,091,251
	(35,493)
	3,055,758

Please note that for the purpose of the financial statements disclosure only the total column is disclosed. All columns noted above for information purposes.

Statement of Cash Flows Cash flows from operating activities Net loss before tax Adjustments for: Depreciation Gain on disposal of property, plant and equipment Net foreign exchange differences Interest income Interest expense Change in operating assets and liabilities, net of effects from purchase of controlled entities: Trade and other receivables Trade and other payables Cash generated from operations Interest paid Interest received Net cash from operating activities	2020 $

	(64,436)


	49,541
	998
	8,304
	(52)
	21,185
	15,540

	(26,249)
	313,568
	302,859
	(21,185)
	52
	281,726

Frontier Digital Ventures Limited and Controlled Entities Notes to the Financial Statements

34. Subsequent events

Myanmar Political Situation

On 1 February 2021, Myanmar’s military staged a coup and overthrew the elected civilian government. The military is now in charge and has declared a year-long state of emergency with political power transferred to the Commanderin-Chief of Defence Services. There have been numerous deadly street protests since and the military has imposed restrictions, including curfews and bans on public gatherings. The Group’s operations in Myanmar impacted are the FDV controlled entities iMyanmarhouse and CarsDB.

iMyanmarhouse

Management will continue to explore options to recommence control of iMyanmarhouse. If control is regained at a future point, consolidation of the entity will recommence.

CarsDB

The Group will continue to assess and monitor the situation closely.

COVID-19

The Group will continue to assess and monitor the COVID-19 situation closely as well as the measures imposed by the Governments of the respective countries where the Group operates. Although the duration and ultimate impact COVID-19 will have on world economies remains unknown, the Group and its operating businesses are well capitalised and are in a strong position to navigate the uncertainty COVID-19 has presented to businesses worldwide.

Other subsequent events

On 20 January 2021, the Group entered into a sale and purchase agreement to acquire 306,614 ordinary shares from the other shareholder of Moteur with a total consideration of US$1,200,000 (AUD equivalent 1,551,840), increasing its equity interest by 43.69% from 56.31% to 100.00%. Consequently, the Group gain control of Moteur and will consolidate its results from the date of acquisition.

On 25 February 2021, the Group entered into the sale and purchase agreement to acquire from Adevinta ASA 100% of the issued capital of Yapo.cl (“Yapo”) with cash consideration of EUR15,998,901 (AUD equivalent $24,521,407). Yapo is the leading general classifieds business in Chile, with high value auto and real estate verticals.

There has been no other transactions or events of a material and unusual nature between the end of the reporting period and the date of the report likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or state of affairs of the consolidated entity in future years.

Frontier Digital Ventures Limited and Controlled Directors' Declaration

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Frontier Digital Ventures Limited, the Directors declare that:

In the opinion of the Directors:
(a) The financial statements and notes of Frontier Digital Ventures Limited for the financial year ended 31 December 2020:
- (i) Give a true and fair view of the financial position and performance of the Group
- (ii) Comply with Australian Accounting Standards and the Corporations Regulations 2001
(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 2
(c) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2020.

On behalf of the Board, Dated 28 April 2021

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................................................ Anthony Klok Chairman

Deloitte Touche Tohmatsu ABN 74 490 121 060

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477 Collins Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia

DX: 111 Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 9671 7001 www.deloitte.com.au

Independent Auditor’s Report to the Members of Frontier Digital Ventures Limited

Qualified opinion

We have audited the financial report of Frontier Digital Ventures Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of 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, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

(i) giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards to the extent described in Note 1, and the Corporations Regulations 2001 .

Basis for Qualified Opinion

The Group’s consolidated statement of profit and loss, consolidated statement of financial position and consolidated statement of cash flows include amounts as at and for the year ended 31 December 2020, as set out in Note 33, in respect of the Group’s investment in iMyanmarhouse, a foreign subsidiary operating in Myanmar. Following the military coup in Myanmar on 1 February 2021, we were unable to obtain sufficient appropriate audit evidence in respect of the financial information of iMyanmarhouse as set out in note 33 because we were unable to access the financial information and management of this entity. Consequently, we were unable to determine whether any adjustments to the amounts relating to iMyanmarhouse included in Note 33 were necessary.

We conducted our audit in accordance with International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group within the meaning of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards ) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We 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 qualified opinion.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte Network

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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.

In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

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

Carrying value of goodwill and other
intangible assets
The Group has recognised goodwill of $64.8
million and other intangible assets of $22.5
million as at 31 December 2020 as disclosed
in Notes 14 and 15.
AASB 136_Impairment of Assets_requires an
annual assessment of whether there should
be an impairment of such assets at the level
of the lowest identifiable cash generating
units
(CGU),
which,
for
the
Group,
represents the operating business which it
controls.
The
directors
prepared
a
discounted cashflow model to perform
impairment assessments for each CGU.
Within these models, key assumptions
included revenue growth over the short to
medium term, the revenue multiplier applied
as part of the terminal value cash flow
calculation and discount rates.
Significant judgements are required in the
impairment assessment by management
about the anticipated future results of the
operating
businesses,
and
the
wider
economies in which they operate. As the
majority of operating companies are in the
earlier stages of their lifecycle and operate in
a diverse range of economies world-wide,
there was a high degree of estimation,
complexity and uncertainty in developing
key assumptions for the cash flow models. Our procedures included, but were not
limited to:
• Assessing the determination of the Group’s
CGUs based on our understanding of the
nature of the Group’s businesses and how
independent cash flows are derived.
• Testing relevant controls within
management’s impairment assessment
process, including the preparation, review
and board approval of cash flow forecasts
supporting this process.
• In conjunction with our valuation
specialists we evaluated the key
assumptions used in management’s
recoverable amount analysis including:
o
Assessing the basis for management’s
forecast revenue, cash flows and
terminal value growth assumptions
including consideration of historical
growth trends, business case analysis
and support for future forecast
revenue growth and cost savings.
o
Obtaining revenue valuation multiples
of comparable companies to establish
an independent range to compare
against those used in terminal value
cash flow calculations.
o
Assessing management’s historical
forecasting accuracy of the Group’s
operating results.
o
Recalculating an expected discount
rate and comparing this to the rate
calculated by management.
o
Performing sensitivity analysis on the
impairment model using varied
discount rates and growth projections
to simulate alternative market
conditions and outcomes.
• Assessing the appropriateness of the
treatment of the subsequent event relating
to the two entities based in Myanmar as a
non-adjusting subsequent event.
• Assessing the appropriateness of the
disclosures in Note 3(v), Note 15 and Note
33 to the financial statements.

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Key Audit Matter

Carrying value of associates

The Group has a carrying value of investments in associates of $5.7 million as at 31 December 2020 as disclosed in Note 16.

The directors prepared a discounted cashflow model to perform impairment assessments for each investment in an associate. Within these models, key assumptions included revenue growth over the short to medium term, the revenue multiplier applied as part of the terminal value cash flow calculation and discount rates.

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

Our procedures included, but were not limited to:

Assessing the existence of impairment indicators by: o Evaluating the current business results against both prior periods and budgets, and potential events that could be an indicator of impairment.
o Inquiring with a selection of local operational managers to obtain an understanding of key forecast events.
• Assessing the appropriateness of the disclosures in Note 3(v) and Note 16 to the financial statements.

We identified impairment indicators for the
investments in Moteur, Pakwheels and
Zameen. For these investments our
procedures included, but were not limited to:
• Assessing the determination of the Group’s
CGUs based on our understanding of the
nature of the Group’s businesses and how
independent cash flows are derived.
• Testing relevant controls within
management’s impairment assessment
process, including the preparation, review
and board approval of cash flow forecasts
supporting this process.
• In conjunction with our valuation
specialists we evaluated the key
assumptions used in management’s
recoverable amount analysis including:
`o` Assessing the basis for management’s
forecast revenue, cash flows and
terminal value growth assumptions
including consideration of historical
growth trends, business case analysis
and support for future forecast
revenue growth and cost savings.
`o` Obtaining revenue valuation multiples
of comparable companies to establish
an independent range to compare
against those used in terminal value
cash flow calculations.
`o` Assessing management’s historical
forecasting accuracy of the Group’s
operating results.
`o` Recalculating an expected discount
rate and comparing this to the rate
calculated by management.
`o` Performing sensitivity analysis on the
impairment model using varied
discount rates and growth projections
to simulate alternative market
conditions and outcomes.

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

Accounting
or
Acquired
Controlled
Businesses
The Group acquired 100% of the share
capital of the following entities, as disclosed
in Notes 17 and 25.1.1:
• Avito SCM S.a.r.l (“Avito”)
• Editora Urbana Limitada (“Fincaraiz”)
• STE Adevinta Tunisia S.a.r.l (“Tayara”)
• Le Rouge AB
The total purchase price of these acquisitions
was $57.8 million with associated goodwill as
of acquisition date of $41.1 million.
There are complexities and judgement
inherent in determining the fair value of the
assets and liabilities acquired, particularly
relating to the identification and recognition
of identifiable intangible assets such as
brands. Our procedures included, but were not limited
to:
• Reading key executed transaction
documents to understand the key terms
and conditions of the transaction including
the assets and liabilities acquired.
• Assessing how the Group estimated the
fair value of the assets and liabilities
identified in the acquisition.
• In relation to the valuation of the acquired
intangible assets, including brands,
websites and software:
o
Assessing, in conjunction with our
valuation specialists, the
reasonableness of revenue cashflow
forecasts used in the brand valuation
models by agreeing the forecasted
cash flow inputs of the model to the
latest approved budgets and
comparing revenue growth rates to
comparable companies in the
industry.
o
Comparing the royalty rates used in
the brand valuation models to the
royalty rates used on the Groups
previous acquisitions of similar size
and stage of development businesses.
o
Assessing the reasonableness of
internally developed estimates of
hours incurred and rates applied to
support the fair value of the websites
and software which is determined on a
replacement cost basis.
o
Evaluating the useful life of intangible
assets acquired by comparing to a
range of comparable companies with
intangible assets of a similar nature,
including the Group's previous
acquisitions.
• Recalculated management's calculations
and the formula applied to identify any
irregular or incorrect formula.
• Agreeing the goodwill recognised in the
consolidated balance sheet relating to the
acquired entities to the acquisition
accounting.
• Assessing the appropriateness of the
disclosures in Note 25 to the financial
statements.

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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 31 December 2020, 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 Group 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.

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.

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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.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision, and performance of the Group’s audit. We remain solely responsible for our audit opinion.

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

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

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

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 11 to 20 of the Directors’ Report for the year ended 31 December 2020.

In our opinion, the Remuneration Report of Frontier Digital Ventures Limited, for the year ended 31 December 2020 complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Group 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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Anneke du Toit Partner Chartered Accountants Melbourne, 28 April 2021

Frontier Digital Ventures Limited and Controlled Entities Shareholder Information

SHAREHOLDER INFORMATION

Additional information required by the Australian Securities Exchange, in accordance with Listing Rule 4.10, and not shown elsewhere in this report is as follows.

The information below is current as at 12 April 2021.

Distribution schedule of Shareholders

Range	No. of holders	No. of Ordinary
	of Ordinary	Shares held
	Shares
1 - 1,000	1,853	1,145,813
1,001 - 5,000	3,009	8,163,834
5,001 - 10,000	1,101	8,314,764
10,001 - 100,000	1,342	36,178,961
100,001 and over	110	289,121,667
Total	7,415	342,925,039

There were 330 holders with less than a marketable parcel of 81,878 securities.

Top twenty Shareholders


	No. of Ordinary Shares held	% of Ordinary Shares Issued
NATIONAL NOMINEES LIMITED	62,737,605	18.29
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	48,812,113	14.23
CATCHA GROUP PTE LTD	45,000,000	13.12
SHAUN DI GREGORIO	37,209,490	10.85
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED	27,922,251	8.14
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2	10,393,815	3.03
CITICORP NOMINEES PTY LTD	8,759,083	2.55
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA	7,071,465	2.06
BNP PARIBAS NOMINEES PTY LTD	4,953,486	1.44
BNP PARIBAS NOMS PTY LTD	2,489,972	0.73
WENDY JORDAN	2,309,457	0.67
PAX PASHA PTY LTD	2,194,805	0.64
BNP PARIBAS NOMINEES PTY LTD	1,785,267	0.52
COFLINK PTY LIMITED	1,450,000	0.42
TRUEBELL CAPITAL PTY LTD	1,225,666	0.36
MELTWATER FOUNDATION	1,165,604	0.34
MR MARCO RAMPAZZO	1,003,077	0.29
BUNDARRA TRADING COMPANY PTY LTD	795,400	0.23
GURA INVESTMENTS SL	718,563	0.21
CHRISTOPHE ROUSSEAUX	718,563	0.21
TOTAL	268,715,682	78.35

Frontier Digital Ventures Limited and Controlled Entities Shareholder Information

Substantial Shareholders

The names of substantial shareholders of the Company (holding no less than 5%) who have notified the Company in accordance with Section 671B of the Corporations act 2001 are set out below:

	No. of	% of total
	Ordinary	Shares
	Shares held	Issued*
CATCHA GROUP PTE LTD	45,000,000	13.12
SHAUN DI GREGORIO	37,209,490	10.85
SMALLCO INVESTMENT MANAGER LIMITED	24,916,009	7.27
PERENNIAL VALUE MANAGEMENT LIMITED	21,748,746	6.34
BARCA GLOBAL MASTER FUND, L.P.	18,870,097	5.50

*The % of total shares issued disclosed is calculated based on the current issued share capital of the company of 342,925,039 shares.

Voting rights for Ordinary Shares and Shares subject to escrow

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.

Restriction on disposal of shares under voluntary escrow arrangements gives the Company a technical “relevant interest’ in its own shares under section 608(1)(c) of the Corporations Act 2001 (Cth). However, the Company has no right to acquire these shares or to control the voting rights attaching to these shares.

Voting rights relating to shares subject to escrow are the same as for ordinary shares except that, during a breach of the ASX Listing Rules relating to Shares which are Restricted Securities, a breach of a restriction agreement, the holder of the relevant Restricted Securities is not entitled to any voting rights in respect of those Restricted Securities.

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Corporate Directory

	Registered Office		Share Registry
	Level 7, 330 Collins Street,		Computershare Investor Services Pty Limited
	Melbourne VIC 3000		Yarra Falls
	Australia		452 Johnston Street
			Abbotsford VIC 3067
	Tel: +61 3 8689 9997
	Fax: +61 3 9602 4709
	Principal Place of Business		Company Secretary
	39-8 The Boulevard		Mertons Corporate Services Pty Ltd
	Mid Valley City Lingkaran Syed Putra		Mark Licciardo
	59200 Kuala Lumpur, Malaysia		Email:[email protected]
	Tel: +60 3 2700 1591
	The Board
	Anthony Klok		Independent Director, non-executive Chairman
	Shaun Antony Di Gregorio		Non-independent executive Director and Chief Executive
			Officer
	Mark Licciardo		Independent, non-executive Director and Company
			Secretary
	Chief Executive Officer		Chief Financial Officer
	Shaun Antony Di Gregorio		Eddie Lim Kok Seong
	Email:[email protected]		Email:[email protected]
	Websites		Auditors
	http://frontierdv.com/		Deloitte Touche Tohmatsu
			477 Collins Street, Melbourne VIC 3000.
	ASX Listing Code
	FDV

AI assistant

FRONTIER DIGITAL VENTURES LIMITED — Annual Report 2020

64907_rns_2021-04-28_6ecbdfde-fa05-477e-89d4-cbd65dc8294b.pdf

CHAIRMAN’S LETTER

Fellow Shareholders,

DIRECTORS’ REPORT

Information about the Directors and senior management

Name

Experience

Directors’ Report (cont’d)

Information about the Directors and senior management (cont’d)

Name

Experience

Directors’ Report (cont’d)

Directors’ shareholdings

Remuneration of Directors and senior management

Share options and rights granted to Directors and senior management

Directors’ Report (cont’d)

Principal activities

Changes in State of Affairs

Review of Operations

Directors’ Report (cont’d)

Review of Operations (cont’d)

Portfolio of Operating Entities

Economic Share Basis

100% Basis

Directors’ Report (cont’d)

Review of Operations (cont’d)

Dividends

Business Strategies & Future Developments

Directors’ Report (cont’d)

Business Strategies & Future Developments (cont’d)

Environmental Issues

Share Issues

Directors’ Report (cont’d)

COVID-19 Impact

Events subsequent to reporting date

Myanmar Political Situation

iMyanmarhouse

CarsDB

COVID-19

Directors’ Report (cont’d)

Other subsequent events

Indemnification of officers

Indemnification of auditors

Directors’ and Officers’ Insurance

Directors’ meetings

Directors’ Report (cont’d)

Directors’ Interest in Contracts

Non-audit services

Auditor’s independence declaration

REMUNERATION REPORT

Director and senior management details

Remuneration & Nomination Committee

Role

Membership and meetings

Remuneration Report (cont’d)

Advisers

Reward policy

Reward philosophy

Statutory performance indicators and shareholder wealth

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration

Fixed remuneration

Variable Remuneration

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration (cont’d)

Remuneration Report (cont’d)

Key Management Personnel and Executive Director Remuneration (cont’d)

Remuneration Report (cont’d)

Rights Plan

Shares under rights or issued in exercise of rights

Key Management Personnel Remuneration

Remuneration Report (cont’d)

Details of remuneration

Remuneration of Directors and senior management (Table B)

Remuneration Report (cont’d)

Share based payments to executives

Share based payments to Non-Executive Directors

Non-Executive Director Remuneration

FRONTIER DIGITAL VENTURES LIMITED Annual Report 2020