Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

JAYRIDE GROUP LIMITED Annual Report 2020

Sep 28, 2020

65156_rns_2020-09-28_bfadc374-8e15-480b-8a9f-99e5ca874684.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [59 x 35] intentionally omitted <==

Jayride Group Limited ABN 49 155 285 528

Annual Report - 30 June 2020

Jayride Group Limited
Contents
30 June 2020
Corporate directory 2
Managing Director's letter 3
Directors' report 5
Auditor's independence declaration 22
Statement of profit or loss and other comprehensive income 23
Statement of financial position 24
Statement of changes in equity 25
Statement of cash flows 26
Notes to the financial statements 27
Directors' declaration 58
Independent auditor's report to the members of Jayride Group Limited 59
Shareholder information 63

1

Jayride Group Limited Corporate directory 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Directors Andrey Shirben - Chairman
Rodney Bishop - Managing Director
Samuel Saxton
Yifat Shirben
Rodney Cuthbert
Company Secretary Henry Kinstlinger
Registered office and principal Suite 1101
place of business 55 Clarence Street
Sydney NSW 2000
Email: [email protected]
Share register Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Tel: 1300 787 272
Auditor RSM Australia Partners
Level 21
55 Collins Street
Melbourne VIC 3000
Solicitors Piper Alderman
Level 23
Governor Macquarie Tower
1 Farrer Place
Sydney NSW 2000
Bankers National Australia Bank
Northpoint Building
Level 36
100 Miller Street
North Sydney NSW 2060
Stock exchange listing The Fully Paid Ordinary Shares of Jayride Group Limited are listed on the Australian
Securities Exchange (ASX: JAY)
Website www.jayride.com
Business objectives Jayride Group Limited has used cash and cash equivalents held at the time of listing,
in a way consistent with its stated business objectives.
Corporate Governance Statement The Directors and management are committed to conducting the business of Jayride
Group Limited in an ethical manner and in accordance with the highest standards of
corporate governance. Jayride Group Limited has adopted and has substantially
complied with the ASX Corporate Governance Council's Governance Principles and
Recommendations (3rd edition) ('Recommendations') to the extent appropriate to the
size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and explains
any Recommendations that have not been followed, has been approved at the same
time as the Annual Report can be found at:
https://www.jayride.com/hubfs/resources/corporate-governance/corporate-
governance-statement-jayride.pdf

2

Jayride Group Limited Managing Director's letter 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Dear Shareholder,

Today I am pleased to present the Annual Report for Jayride Group Limited (‘Jayride’ or the ‘Company’) for the financial year ended 30 June 2020 (‘FY20’).

This result shows the impact of COVID-19 and how we are positioned to rebound from it across for the year ending 30 June 2021 (‘FY21’) and beyond.

Trading until March showed accelerating growth of up to +65% prior corresponding period (‘PCP’) and improving unit economics as Jayride began to build scale across its new global foundation in 109 countries.

Then at the onset of COVID-19, trips fell by 94%. We responded proactively to implement $7 million of cost savings, in a way that retained key talent to continue to build our core IP for future scale.

Also, we took deliberate action to take care of travellers and transport company payments, to strengthen our relationships, our market position, and our future earnings power.

We find our competitive position enhanced by these actions, as other global brands were not able to protect their transport companies, travellers, and team. As we proceed out of COVID-19 we have a significant opportunity to leapfrog competition and capture market share.

Overall for FY20 our result shows improvement despite COVID-19, driven by the enhancements to our platform. Revenue is stable year-on-year, and contribution from trips turned positive for our first full financial year. This was delivered through reduced cost of customer acquisition and increased average order values, while keeping variable costs controlled. COVID19 impacted this area too, of course, but the fundamental improvements made to the platform still delivered our best financial result to date.

Early signs of recovery continue from April to September. In particular, July trips are up 111% vs June which shows the speed at which volumes can recover. Trips have already returned to positive Contribution margin since June and are contributing free cash flows to the Company.

In our recovery, we are targeting Northern Hemisphere travellers and destinations – we are not limited to Australian outbound travellers – and now 90% of our trips are from outside Australia.

Looking ahead, Jayride will continue to improve its unit economics through fundamental enhancements to the platform. Accordingly, we will see continued improvement in financial performance to go forward, with higher contribution margins, even as we retain our new lower non–variable cost base.

Across the wider travel industry, the recovery continues. The International Air Transport Association (‘IATA.org’) forecasts 6.8 billion trips to and from airports in 2021, an increase from today. We find our competitive position enhanced. And, we see both travellers and travel brand partners wanting our help to get a high duty–of–care, health–secure, door–to–door travel experience that rebuilds their traveller confidence.

Assuming IATA.org forecasts hold true, in 2021, Jayride will be in the same growth position that it has always been: Serving hundreds of thousands of passenger trips, aspiring to millions of trips, in a market of billions of trips.

3

Jayride Group Limited Managing Director's letter 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Traveller’s rides to and from the airport remains a US$90 billion market opportunity that still has no global leading online marketplace brand for door-to-door rides. Our ambition remains unchanged, to capture that world-leading brand position, and we continue the work towards it every day.

We are early in this long-term growth trajectory and will continue to invest in this growth. Jayride has invested over $21 million in technology and systems, in our team and talent, and in our relationships with our travellers and ride service companies. This solid foundation and our ongoing commitment to growth positions us to benefit from tailwinds as the travel industry continues to recover from the COVID-19 crisis.

On behalf of the Company, I would like to thank our shareholders for their continued support throughout 2020. I would also like to thank our team for their incredible effort throughout this year and commitment to the success of our Company.

With best regards and looking forward to FY21.

Yours sincerely

Rodney Bishop Managing Director and Co-founder

Jayride Group Limited

4

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The directors present their report, together with the financial statements, of the Company for the year ended 30 June 2020.

Directors

The following persons were directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:

Andrey Shirben - Chairman Rodney Bishop - Managing Director Samuel Saxton Yifat Shirben Rodney Cuthbert (appointed on 15 April 2020) Zhongyuan (Ross) Lin (resigned on 7 October 2019) Andrew Coppin (resigned on 3 August 2020)

Principal activities

Jayride.com (ASX:JAY) is the world’s leading publicly listed airport transfers marketplace, where travellers compare and book rides around the world. With Jayride.com, travellers can compare and book with 3,700+ ride service companies, servicing 1,600+ airports in 110+ countries around the world, including the Americas, Europe, Middle East, Africa, Asia and the Pacific.

The Jayride.com platform aggregates ride service companies and distributes them to travellers at Jayride.com; and via travel brand partners including other technology platforms, travel agencies and wholesalers. These travel brands implement Jayride APIs to sell door–to–door ride services that build traveller confidence and defend their core travel business.

Jayride’s opportunity is to create the world’s first trusted global transport brand for travellers; a brand that travellers can trust and take with them as they travel around the world. Our purpose is “to let the traveller ride like a local”.

Jayride earns the majority of its revenue from passenger trips booked, where the Company acts as an agency for the traveller with the transport company and earns a commission on sale. Travellers visit Jayride.com or a Jayride travel brand partner to book passenger trips.

Jayride receives the Total Transaction Value ('TTV') for passenger trips and holds the funds on behalf of the traveller until after travel, at which point the Company remits payment of net fares to the transport company, retaining its commission. This commission, net of refunds, is the majority of the Company's revenue.

Founded in 2012, Jayride.com is headquartered in Sydney, Australia.

No significant changes in the nature of the Company's activity have occurred during the financial year.

Dividends

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

Review of operations

1H FY20

In 1H FY20, the Company built upon its new global foundation of 1,600 airports across 110 countries, offering for the first time a truly global experience to its travellers and travel brands.

The global roll-out was the culmination of seven years of work to create a technology platform capable of serving every traveller and every transport company around the world. The expansion was the result of the Company’s long-term strategy and was primarily funded by the Company’s 2017 Pre-IPO and 2018 IPO.

With global foundation laid, Jayride growth accelerated around the globe during 1H FY20 with growth of +65% PCP. Traveller retention increased as travellers were able to use the platform to book their rides in more of their global destinations.

December trading was the Company’s strongest to date, with 53,000 passenger trips booked for the month.

5

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The Company’s revenues continued to diversify across new B2C channels, including organic search, and new B2B travel brand partners. Revenues also diversified globally, with an increasing share of business travelling across European and Asian destination markets.

Even as the Company leaned into its new global foundation, it continued work to enhance and optimise the traveller experience.

In particular, initiatives focussed on increasing traveller retention, conversion, and optimising cost of acquisition resulted in improved unit economics and the company’s largest contribution margin after variable costs ever recorded.

The Company successfully completed an additional $5 million in equity funding in November and December in an oversubscribed and upscaled investment round, and welcomed new supportive institutional investors to its share register.

2H FY20

In 2H FY20, the Company was impacted by government restrictions on travel implemented as a solution to the COVID-19 pandemic.

The Company acted quickly at the onset of the travel restriction in March to implement $7 million of cost savings ($4 million of variable costs and $3 million of non-variable costs) to right-size the Company to outlast a severe and prolonged downturn through a new much-improved cost-base.

The $4 million of variable cost savings included the reduction in advertising and marketing expenditure and the reduction of the size of the customer service team, which was achieved while keeping service standards high on lower booking volume.

The $3 million of non-variable cost savings included reductions in operating team size and hours with team members moved to part-time roles, the ending of the Company’s office lease, and the renegotiation of key supplier contracts.

As a result of the cost savings work, Jayride’s Operating Losses reduced across 2H despite the reduction in passenger trips, with lower cost base, the Company had a lower cash burn and longer runway to outlast a downturn in travel.

Despite the reduced cost base, the Company has retained its key talent and continues to invest for future growth and scale, albeit at a slightly lower rate – product and engineering work continues to enhance the Company’s websites for travellers, and transport contracting continues to enhance the Company’s offering to travellers, to improve traveller retention, conversion and reduce the cost of traveller acquisition.

The Company took an intentional approach to protect relationships with travellers, travel brands and transport companies at the onset of COVID-19, paying $1.3 million of refunds and obligations to transport companies. Amongst its competitive set, Jayride is alone in taking this action, which positions the Company with a competitive advantage as COVID-19 passes, and increases our future earnings potential through the opportunity to leap-frog competition.

March was the Company’s lowest month for revenues; April the lowest month for passenger trips booked. Significantly all of the cancellations and refunds washed through the Company by May, and by June the Company’s bookings returned to generating positive contribution and free cash flows. Travel volume continues initial recovery since April and into FY21.

Overall performance and FY21 outlook

Regardless of COVID-19, FY20 was Jayride’s strongest financial result to date, as a direct result of the ongoing improvement to the Company’s unit economics, through focus on traveller experience, retention, conversion and acquisition.

Contribution margin after all variable costs and support was positive for the Company’s first full financial year. Operating Loss improved by 34% in FY20 compared to FY19. And the Company’s 65% PCP growth in 1H offset the loss from COVID-19 to keep revenues steady for the year at $3.2 million.

The fundamental improvements that drove these strong financial results remain in place, and as travel volume returns in FY21, the Company is positioned to generate strong cash flows from the recovery in travel.

Looking ahead to FY21, the Company is positioned to continue to improve unit economics through continued improvement to the platform, and also positioned to continue growth, through capturing market share in new destinations and from distressed competitors in the global industry.

6

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Significant changes in the state of affairs

The Company raised $5 million in equity funding via share purchase plan ('SPP') and placement in November and December 2019. The Company completed a restructure in March 2020 in response to COVID-19 resulting in an expected reduction in salary costs, office lease costs and key suppliers cost cumulatively amounting to $3 million per annum.

There were no other significant changes in the state of affairs of the Company during the financial year.

Matters subsequent to the end of the financial year

The Company's trading in Q1 FY21 continued to be materially impacted by the COVID-19 pandemic in line with the Company's forecasts and market disclosures. The Company continues to operate on the assumption that travel will increase gradually during FY21 and it will achieve pre-COVID-19 levels during FY22.

No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

Likely developments and expected results of operations

Jayride is impacted by COVID-19 and its revenues are highly sensitive to restrictions on the global travel industry. If travel volumes return in FY21, Jayride is positioned to grow revenues. The Company considers this a likely development, and also has contingency plans in place in case travel volumes return at faster or slower rates than forecast.

Jayride had previously outlined its objective to reach 1-million Passenger Trips Booked in a financial year. The onset of COVID-19 has delayed the Company’s progress towards this objective, but it remains a medium-term objective of the company. Towards this objective, the Company continues to invest in building its core intellectual property for further economic returns at scale.

In July 2019, Jayride announced the successful completion of its new global foundation, which allows travellers and travel industry partners to compare and book with 3,300+ transport companies, at 1,500+ airports in 81+ countries, globally through a single booking portal and API.

Following this roll-out, now as a global company, Jayride has the opportunity to continue to grow its business across Northern Hemisphere travellers, and in Northern Hemisphere destinations. At time of writing, the Company is generating 92% of its business outside of Australia, and considers it likely as restrictions ease around the world, that it will continue to grow in international markets even if Australia remains subject to COVID-19 travel restrictions.

Environmental regulation

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

Information on directors

Name: Andrey Shirben (appointed on 11 July 2012) Title: Chairman and Non-Executive Independent Director Experience and expertise: Andrey is a serial entrepreneur and investor. He is the founder of SYD Ventures (a venture company that invests in early-stage start-ups) and co-founder of Follow The Seed (a data-driven global VC fund for companies seeking post-seed investment). Andrey has established numerous companies and invested in over 100 start-ups. Andrey was Jayride’s first investor in 2012 and since then, a non-executive director. In 2018 he was appointed as Jayride’s Chairman. Equipped with technical background, Andrey has strong business acumen skills with extensive experience in setting up global markets, online marketing, business development and commercialisation. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Remuneration and Nomination Committee. Interests in shares: 441,236 ordinary shares held directly and 11,429,447 ordinary shares held indirectly. Interests in options: 300,000 performance options over ordinary shares.

7

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Name: Rodney Bishop
Title: Managing Director (appointed on 23 January 2012)
Experience and expertise: Rodney co-founded Jayride in 2012 and has built the Company from concept through
to what it is today. Rodney is a transport technology thought leader with 15 years' of
experience in founding companies and leading teams. In addition to team leadership,
Rodney has deep subject matter expertise in passenger transport and is a vocal
proponent of open data ecosystems and standards for global transport distribution.
His prior roles have included being the Founder of Hitch (marketplace for hitchhikers),
a founding member of The Ridesharing Institute NZ (an alternative transport NGO)
and Marketing Director at Navigo (enterprise software sales).
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Member of the Audit and Risk Committee and Member of the Remuneration and
Nomination Committee.
Interests in shares: 11,000,000 ordinary shares held directly.
Interests in options: 2,100,000 performance options over ordinary shares.
Name: Samuel Saxton (MAICD)
Title: Non-Executive Independent Director (appointed on 11 July 2012)
Experience and expertise: Sam has extensive experience delivering business transformation programmes
across the telecommunications, energy, retail, construction and media sectors. Sam
is active across the Australian and New Zealand start up ecosystems by supporting
the scale up of early-stage companies by right sizing both the business and
governance models to support that stage of growth. As an angel investor Sam led the
Sydney Angel’s syndicate that invested into Jayride in 2012. Since this time Sam has
been a non-executive director where he established both the Remuneration and
Nomination committee and Audit and Risk committee, the latter he retained as Chair.
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Chair of the Audit and Risk Committee
Interests in shares: 874,180 ordinary shares held directly.
Interests in options: 300,000 performance options over ordinary shares.
Name: Yifat Shirben (GAICD) (appointed on 15 September 2017)
Title: Non-Executive Independent Director
Experience and expertise: Yifat is a graduate member of the Australian Institute of Company Directors (GAICD)
and has over 10 years' of international experience in entrepreneurship and
marketing. She is the co-founder of ‘Flint & Spark - Entrepreneurial Marketing’ and
has developed a unique consumer-driven approach for marketing and business
strategies. She has a demonstrated track record of leading cross-functional expert
teams and career training and has extensive knowledge in strategical messaging, go-
to market planning, PR and digital marketing. She is highly accomplished in
developing new business, improving operational and financial performance,
identifying deficiencies and potential opportunities, developing innovative and cost-
effective marketing solutions for enhancing competitiveness, increasing revenues and
improving customer satisfaction. Yifat is an international speaker, mentor and an
active voice in the local innovation eco-system.
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Member of the Audit and Risk Committee
Interests in shares: 44,952 ordinary shares held directly and 2,780,724 ordinary shares held indirectly.
Interests in options: 300,000 performance options over ordinary shares.

8

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Name: Rodney Cuthbert (appointed on 15 April 2020)
Title: Non-Executive Independent Director
Experience and expertise: Rodney is a successful leader and builder of value for shareholders in the global
online travel industry. He is the founder, former CEO and Chairman of Viator, the
leading global marketplace for tours and activities. He led Viator from its launch in
1995 and through the travel industry downturns following 9/11, SARS and the GFC.
Viator was acquired by TripAdvisor in 2014. He is the former CEO and Chairman of
Rome2rio, the door-to-door travel search engine which was acquired by Omio in
December 2019, and a non-executive director of Tokyo Stock Exchange listed Veltra
Corporation, Japan’s leading online seller of tours and activities.
Other current directorships: None
Former directorships (last 3 years): Veltra Corporation (TYO)
Special responsibilities: Member of the Remuneration and Nomination Committee
Interests in shares: 500,000 ordinary shares held directly
Interests in options: None
Name: Zhongyuan (Ross) Lin (resigned on 7 October 2019)
Title: Former Non-Executive Independent Director
Experience and expertise: Ross is a co-founder of Jayride. He is an accomplished technology entrepreneur with
extensive technology solutions strategy, planning and implementation experience.
Ross is a deep technical expert with over 13 years' of experience in geospatial
technology and e-commerce marketplaces. Ross has served the Company since its
inception as CTO- Emeritus for six years, and now remains co-founder, board
member, and technical contributor to the Company. His prior experience has included
roles such Senior .NET Developer at Fairfax Digital (e-commerce marketplace),
Senior .NET Developer at Grays Online (e-commerce marketplace), Senior .NET
Developer at TradeMe (e-commerce marketplace) and Geo-Spatial Developer at
Project X (spatial mapping platform).
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: None
Interests in shares: Not applicable as no longer a director
Interests in options: Not applicable as no longer a director
Name: Andrew Coppin (GAICD) (resigned 3 August 2020)
Title: Former Non-Executive Independent Director
Experience and expertise: Andrew is a highly driven, experienced executive and company director. He is an
active early stage investor and venture fund manager who has considerable
experience with technology start-ups, turnarounds and high growth companies. He
has been a founder, mentor, executive and non-executive director and investor in a
significant number of companies over the past decade and has a deep understanding
of Logistics and FinTech businesses with global applications. His professional
experience spans all areas of financial markets, capital raising, wealth management,
business operations, compliance and leading edge disruptive and information
technology. He is a Graduate of the Australian Institute of Company Directors
(GAICD), a Master Stockbroker (MSAFAA) and the holder of an Australian Financial
Services License (AFSL).
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Former Member of the Remuneration and Nomination Committee
Interests in shares: Not applicable as no longer a director
Interests in options: Not applicable as no longer a director

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

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

9

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Company Secretary

Henry Kinstlinger (MAICD) is the company secretary. Henry has, in the past 30 years, been actively involved in the financial and corporate management of several public companies and non-governmental organisations. He is a professional company secretary and corporate consultant with broad experience in investor and community relations and corporate and statutory compliance.

Meetings of directors

The number of meetings of the Company's Board of Directors ('the Board'), Audit and Risk Committee and Remuneration and Nomination Committee held during the year ended 30 June 2020, and the number of meetings attended by each director were:

Remuneration and Remuneration and
Full Board Audit and Risk Committee Nomination Committee
Attended
Held
Attended Held Attended Held
Andrey Shirben 14 14 - - 3 3
Rodney Bishop 14 14 3 3 2 3
Samuel Saxton 14 14 3 3 - -
Yifat Shirben 14 14 3 3 - -
Rodney Cuthbert 2 2 - - - -
Zhongyuan (Ross) Lin 4 4 - - - -
Andrew Coppin 14 14 - - 2 3

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

The above table includes resolutions passed by way of circulating resolution which the Company’s constitution considers equivalent to the directors having held a meeting.

Remuneration report (audited)

The remuneration report details the key management personnel ('KMP') remuneration arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

KMPs are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

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

  • Principles used to determine the nature and amount of remuneration

  • Details of remuneration

  • Service agreements

  • Share-based compensation

  • Additional information

  • Additional disclosures relating to KMP

Principles used to determine the nature and amount of remuneration

The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice in the start-up technology space for the delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness;

  • acceptability to shareholders;

  • performance linkage / alignment of executive compensation; and

  • transparency.

The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

10

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Company.

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

  • having economic profit as a core component of plan design;

  • focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and

  • ● attracting and retaining high calibre executives.

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

  • rewarding capability and experience;

  • reflecting competitive reward for contribution to growth in shareholder wealth; and

  • providing a clear structure for earning rewards.

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

Non-executive directors' remuneration

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

ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 29 November 2019, where the shareholders approved a maximum annual aggregate remuneration of $500,000.

Executive remuneration

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

The executive remuneration and reward framework has four components:

  • base pay and non-monetary benefits;

  • short-term performance incentives;

  • share-based payments; and

  • other remuneration such as superannuation and long service leave.

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

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board based on individual performance, the overall performance of the Company and comparable market remunerations.

Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Company and provides additional value to the executive.

The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPIs') being achieved. KPIs include profit contribution, customer satisfaction, leadership contribution and product management.

The long-term incentives ('LTI') include long service leave and share-based payments.

Company performance and link to remuneration

Remuneration for certain individuals is directly linked to the performance of the Company. A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash bonus and incentive payments are at the discretion of the Board. Refer to the 'Additional information' section below for details of the earnings and total shareholders' return for the last three years.

11

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Use of remuneration consultants

During the financial year ended 30 June 2020, the Company did not engage remuneration consultants to review its existing remuneration policies and provide recommendations on how to improve both the STI and LTI programs.

The Remuneration and Nomination Committee will consider the engagement of such consultants in accordance with the Companies Remuneration and Nomination Committee Charter.

Voting and comments made at the Company's 2019 Annual General Meeting ('AGM')

At the 2019 AGM, 99.85% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2019. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.

Details of remuneration

The KMP of the Company consisted of the following directors of the Company:

  • Andrey Shirben - Chairman

  • Rodney Bishop - Managing Director

  • Samuel Saxton

  • Yifat Shirben

  • Andrew Coppin

  • Rodney Cuthbert (appointed on 15 April 2020)

  • Zhongyuan (Ross) Lin (resigned on 7 October 2019)

And the following persons:

  • Peter McWilliam - Chief Financial Officer

  • Simon Carson - Chief Commercial Officer

  • Elizabeth Lovell - Chief Product Officer (from 1 July 2019)

  • Henry Kinstlinger - Company Secretary

Amounts of remuneration

Details of the remuneration of KMP of the Company are set out in the following tables:

2020
Non-Executive Directors:
Andrey Shirben
Samuel Saxton
Yifat Shirben
Andrew Coppin
Rodney Cuthbert
Zhongyuan (Ross) Lin
*
Executive Directors:
Rodney Bishop
Other KMP:
Peter McWilliam
Simon Carson
Elizabeth Lovell
Henry Kinstlinger
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 94,986
-
-
24,353
-
-
34,103
-
-
30,000
-
-
-
-
-
9,694
-
-
187,292
65,250
-
141,552
-
-
180,822
-
-
159,600
-
-
42,000
-
-
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 94,986
-
-
24,353
-
-
34,103
-
-
30,000
-
-
-
-
-
9,694
-
-
187,292
65,250
-
141,552
-
-
180,822
-
-
159,600
-
-
42,000
-
-
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 94,986
-
-
24,353
-
-
34,103
-
-
30,000
-
-
-
-
-
9,694
-
-
187,292
65,250
-
141,552
-
-
180,822
-
-
159,600
-
-
42,000
-
-
Post-
employment
benefits
Super-
annuation
$ 8,185
2,338
2,338
-
-
946
23,991
13,541
17,315
14,651
-

Long-term
benefits
Long
service
leave***
$ -
-
-
-
-
-
(6,413)
(116)
485
190
-
Share-
based
payments
Equity-
settled
$ 40,918
41,391
28,729
55,895
16,495
9,093
147,330
164,375
37,808
55,393
-
Total
$ 144,089
68,082
65,170
85,895
16,495
19,733
417,450
319,352
236,430
229,834
42,000
904,402 65,250 - 83,305 (5,854) 597,427 1,644,530
  • Remuneration is from the date of appointment to 30 June 2020

  • ** Remuneration is up to the date of resignation

  • *** Long service leave in 2020 is negative due to revised COVID-19 packages.

12

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

2019
Non-Executive Directors:
Andrey Shirben
Samuel Saxton
Yifat Shirben
Andrew Coppin
Zhongyuan (Ross) Lin
Jamila Gordon

Executive Directors:
Rodney Bishop
Other KMP:
Peter McWilliam
Simon Carson

Henry Kinstlinger
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 60,883
-
-
53,272
-
-
53,272
-
-
3,333
-
-
53,272
-
-
47,770
-
-
200,000
97,875
-
144,011
-
-
46,323
-
-
42,000
-
-
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 60,883
-
-
53,272
-
-
53,272
-
-
3,333
-
-
53,272
-
-
47,770
-
-
200,000
97,875
-
144,011
-
-
46,323
-
-
42,000
-
-
Short-term benefits
Cash salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 60,883
-
-
53,272
-
-
53,272
-
-
3,333
-
-
53,272
-
-
47,770
-
-
200,000
97,875
-
144,011
-
-
46,323
-
-
42,000
-
-
Post-
employment
benefits
Super-
annuation
$ 5,784
5,061
5,061
-
5,061
4,538
28,298
13,681
4,400
-

Long-term
benefits
Long
service
leave
$ -
-
-
-
-
-
854
1,438
60
-
Share-
based
payments
Equity-
settled
$ 61,048
61,048
61,048
-
61,048
34,398
241,796
239,359
10,580
-
Total
$ 127,715
119,381
119,381
3,333
119,381
86,706
568,823
398,489
61,363
42,000
704,136 97,875 - 71,884 2,352 770,325 1,646,572
  • Remuneration is from the date of appointment to 30 June 2019

  • ** Remuneration is up to the date of resignation

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

Fixed remuneration Fixed remuneration At risk - STI At risk - STI At risk - LTI At risk - LTI
Name 2020 2019 2020 2019 2020 2019
Non-Executive Directors:
Andrey Shirben 72% 52% - - 28% 48%
Samuel Saxton 39% 49% - - 61% 51%
Yifat Shirben 56% 49% - - 44% 51%
Andrew Coppin 35% 100% - - 65% -
Rodney Cuthbert - - - - 100% -
Zhongyuan (Ross) Lin 54% 49% - - 46% 51%
Jamila Gordon - 60% - - - 40%
Executive Directors:
Rodney Bishop 48% 40% 17% 17% 35% 43%
Other KMP:
Peter McWilliam 49% 40% - - 51% 60%
Simon Carson 84% 83% - - 16% 17%
Elizabeth Lovell 74% - - - 26% -
Henry Kinstlinger 100% 100% - - - -

The proportion of the cash bonus paid/payable or forfeited is as follows:

Cash bonus paid/payable Cash bonus forfeited
Name 2020 2019 2020 2019
Executive Directors:
Rodney Bishop 45% 68% 55% 32%

13

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The non-executive directors were not paid any bonus during the year ended 30 June 2020 and 30 June 2019.

Service agreements

Remuneration and other terms of employment for KMP are formalised in service agreements. Details of these agreements are as follows:

Executive director

Name: Rodney Bishop
Title: Chief Executive Officer and Managing Director
Agreement commenced: 1 October 2017
Details: Rodney receives the following:
1. $219,000 per annum (including superannuation) effective from 1 October 2017 in
fixed annual remuneration, paid monthly in arrears or as otherwise agreed between
the parties.
2. Up to $145,000 per annum (including superannuation) as a milestone based
annual remuneration.
Termination: The engagement of Rodney under the Executive Services Agreement may be
terminated:
1. By Rodney providing the Company with at least six months’ notice;
2. By the Company where he ceases to be a director by virtue of a resolution of
shareholders pursuant to section 203D of the Corporations Act 2001 or by force of the
Company’s Constitution;
3. By the Company where Rodney intentionally commits an act which detrimentally
affects the Company, where he materially breaches the agreement, where he wilfully
disobeys any direct, lawful, and reasonable direction of the Board and in other similar
scenarios; or
4. By the Company upon him ceasing to be a director.

If the engagement of Rodney is terminated by way of either the Company removing him either by resolution pursuant to section 203D of the Corporations Act 2001 or the Company’s Constitution or by Rodney giving the Company six months’ notice, Rodney will be entitled to be paid a termination payment of an amount equal to the fixed annual remuneration as liquidated damages calculated in accordance with section 200F(2)(a)(i) of the Corporations Act 2001. Any termination payment is subject to the Corporations Act 2001 and the ASX Listing Rules.

Non-executive directors

The Company has directorial services agreements with each current non-executive director for their services as nonexecutive directors ('Directorial Services Agreements').

All non-executive directors receive a base salary in cash (per annum) as follows:

From 1 July
2019
$
Andrey Shirben* 140,000
Samuel Saxton 40,000
Yifat Shirben 40,000
Andrew Coppin 40,000
Rodney Cuthbert 40,000
  • Andrey Shirben's remuneration from 1 July 2019 includes $80,000 per annum for special responsibility as Chairman of the Strategic Investment Committee and an additional $20,000 per annum for as long as he remains the Chairman of the Board.

From 1 July 2019, the non-executive directors are entitled to receive $40,000 per annum in shares subject to shareholder and regulatory approval with the issue price calculated at the monthly VWAP for the month in which the fees were earned and accrued.

14

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

In addition, the Company will reimburse the relevant director for all reasonable travel, accommodation and other expenses that they may incur in connection with the performance of their duties as a director.

The non-executive Directorial Services Agreements will terminate when the relevant director ceases to be a director in accordance with the Constitution, such as where the director:

  • resigns;

  • is removed from office in a general meeting;

  • is absent (without the consent of the other directors) from all directors’ meetings over any 6-month period;

  • becomes mentally incapable; or

  • automatically retires and is not eligible for re-election as provided for in the Constitution.

No termination payments will be made to a non-executive director.

On 24 March 2020 in response to COVID-19, the Company took the following measures:

  • Chairman and directors to forego cash remuneration, not reimbursed through JobKeeper, until 30 June 2020; and

  • Managing Director to take a 40% salary cut.

In addition to the adjustments made on 24 March 2020, the Chairman has voluntarily accepted a reduction of 50% of his remuneration in response to the cyclical impact of COVID-19. This is periodically reconsidered by the Chairman.

Share-based compensation

Issue of shares

Details of shares accrued to directors and other KMP as part of compensation which was deemed to be share price at grant date, during the year ended 30 June 2020 are set out below:

Average issue
Number of price at grant
Name shares date $
Andrey Shirben 204,684 $0.1643 33,633
Samuel Saxton 207,835 $0.1641 34,106
Yifat Shirben 123,423 $0.1737 21,444
Rodney Cuthbert 109,968 $0.1500 16,495
Andrew Coppin 207,835 $0.1641 34,106
Zhongyuan (Ross) Lin 22,199 $0.2820 6,260
Peter McWilliam 615,309 $0.1890 116,284
Simon Carson 125,990 $0.1660 20,910
Elizabeth Lovell 140,364 $0.1796 25,212

Shares were accrued during the year as part of fixed remuneration and in connection with achieving certain objectives related to net revenue, profitability and cash management. Each director was issued 19,536 of the shares accrued during the year, with the balance expected to be issued after the annual general meeting.

15

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Options

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

Fair value
per option
Grant date Vesting Expiry date Exercise price at grant date
1/09/2018 2/48 of total Class A Options 30/06/2023
will vest immediately on
1/09/2018 and 46/48 of the
total Class A Options will vest
at rate of 1/48 every month
until 30/06/2022. $0.5330 $0.2220
11/02/2020 19/48 of total Class A Options 30/06/2023
will vest immediately on
11/02/2020 and 29/48 of the
total Class A Options will vest
at rate of 1/48 every month
until 30/06/2022. $0.5330 $0.1069
11/02/2020 7/48 of total Class B Options 30/06/2024
will vest immediately on
11/02/2020 and 41/48 of the
total Class B Options will vest
at rate of 1/48 every month
until 30/06/2023. $0.5530 $0.1259

Options granted carried no dividend or voting rights.

Details of options over ordinary shares granted, vested and lapsed for directors and other KMP as part of compensation during the year ended 30 June 2020 are set out below:

Number of Value of Value of Number of Value of
options options options options options
Name Options granted granted vested lapsed lapsed
$ $ $
Elizabeth Lovell Class A Employee
Options - - 21,178 - -
Peter McWilliam Class A Employee
Options 104,318 11,149 27,158 - -
Elizabeth Lovell Class B Employee
Options 146,863 18,484 4,621 - -
Peter McWilliam Class B Employee
Options 271,259 34,140 8,535 - -
Simon Carson Class B Employee
Options 255,609 32,170 8,043 - -

16

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Performance options

The terms and conditions of each grant of performance options over ordinary shares affecting remuneration of directors in this financial year or future reporting years are as follows:

Performance option
class Vesting condition Number
Class A Divided into 10 tranches, paid after each quarter, and vesting continuously until 1,550,000
1/01/2021, expiry date 30/06/2021
Class B* The share price being at or above $0.55 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class C* The share price being at or above $0.60 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class D* The share price being at or above $0.65 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class E* The share price being at or above $0.80 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class F* The share price being at or above $0.95 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class G* The share price being at or above $1.10 per share at any time on or before the 300,000
expiry date, 31/12/2021
Class H The share price being at or above $0.50 per share at any time on or before the 300,000
expiry date, 31/12/2022
  • Granted to Rodney Bishop.

Performance options granted carry no dividend or voting rights.

Details of performance options over ordinary shares granted, vested and lapsed for directors and other KMP as part of compensation during the year ended 30 June 2020 are set out below:

Performance option
Name
class
Andrew Coppin
Class H
Andrey Shirben
Class A
Rodney Bishop
Class A
Samuel Saxton
Class A
Yifat Shirben
Class A
Zhongyuan (Ross)
Lin
Class A
Number of
performa-
nce options
granted
300,000
-
-
-
-
-
Value of
performa-
nce options
granted ($)
32,362
-
-
-
-
-
Number of
performa-
nce options
vested
300,000
100,000
100,000
100,000
100,000
50,000
Value of
performa-
nce options
vested ($)
32,362
22,932
22,932
22,932
22,932
11,466
Number of
performa-
nce options
lapsed
-
-
-
-
-
100,000
Value of
performa-
nce options
lapsed ($)
-
-
-
-
-
22,932
300,000 32,362 750,000 135,556 100,000 22,932

Additional information

The earnings of the Company for the three years to 30 June 2020 are summarised below:

2020 2019 2018
$ $ $
Revenue 3,795,259 3,822,364 2,451,060
Loss after income tax (7,088,795) (8,201,109) (5,762,692)

17

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The factors that are considered to affect total shareholders' return ('TSR') are summarised below:

2020 2019 2018
Share price at financial year end ($) 0.14 0.29 0.45
Basic loss per share (cents per share) (7.59) (10.48) (8.41)
Diluted loss per share (cents per share) (7.59) (10.48) (8.41)

Additional disclosures relating to KMP

Shareholding

The number of shares in the Company held during the financial year by each director and other members of KMP of the Company, including their personally related parties (unless otherwise stated), is set out below:

Ordinary shares
Andrey Shirben (a),(b)
Rodney Bishop
Samuel Saxton
Yifat Shirben (a)
Andrew Coppin (b)
Rodney Cuthbert
Zhongyuan (Ross) Lin (c)
Peter McWilliam
Simon Carson
Elizabeth Lovell
Henry Kinstlinger
Balance at
the start of
the year
11,706,195
10,888,512
754,644
25,416
73,340
-
10,045,048
697,946
51,786
48,447
111,600
Received
as part of
remuneration
19,536
-
19,536
19,536
19,536
-
19,536
742,599
107,713
139,465
-
Additions
other
100,000
111,488
100,000
-
321,660
500,000
-
-
-
-
9,254
Disposals/
other (c)
-
-
-
-
-
-
(10,064,584)
(215,000)
-
-
-
Balance at
the end of
the year
11,825,731
11,000,000
874,180
44,952
414,536
500,000
-
1,225,545
159,499
187,912
120,854
34,402,934 1,087,457 1,142,402 (10,279,584) 26,353,209

(a) Amounts disclosed are for personal holding only and exclude those held by their spouse, which are disclosed in the table separately under the spouse name.

(b) Amounts disclosed include shares held directly and indirectly.

(c) Other represents the total number of shares held at the date of resignation of the Director after which he ceased to be a KMP.

Option holding

The number of options over ordinary shares in the Company held during the financial year by each director and other members of KMP of the Company (unless otherwise stated), is set out below:

Options over ordinary shares
Andrey Shirben
Samuel Saxton
Andrew Coppin
Peter McWilliam
Simon Carson
Elizabeth Lovell
Balance at
the start of
the year
2,000,000
27,125
10,000
388,889
-
381,585
Granted
other (a)
-
-
-
375,577
255,609
146,863
Exercised
-
-
-
-
-
-
Expired/
forfeited/
other
(2,000,000)
(27,125)
(10,000)
-
-
-
Balance at
the end of
the year
-
-
-
764,466
255,609
528,448
2,807,599 778,049 - (2,037,125) 1,548,523

The above table contain options issued under different terms to directors and other members of KMP as share-based remuneration.

18

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Performance options holding

The number of performance options over ordinary shares in the Company held during the financial year by each director and other members of KMP of the Company, including their personally related parties, is set out below:

Performance options over ordinary shares
Andrey Shirben (a)
Rodney Bishop
Samuel Saxton
Yifat Shirben (a)
Andrew Coppin
Zhongyuan (Ross) Lin (b) & (c)
Balance at
the start of
the year
300,000
2,100,000
300,000
300,000
-
300,000
Granted
-
-
-
-
300,000
-
Expired/
forfeited/
other (b)
-
-
-
-
-
(100,000)
Balance at
the end of
the year
300,000
2,100,000
300,000
300,000
300,000
200,000
3,300,000 300,000 (100,000) 3,500,000

(a) Amounts disclosed are for personal holding only and exclude those held by their spouse, which are disclosed in the table separately under the spouse name.

(b) Amounts disclosed include amount lapsed during the year.

  • (c) 3,500,000 includes 200,000, held by former Director who ceased to be a KMP at the date of resignation.
Performance options over ordinary shares
Andrey Shirben
Rodney Bishop
Samuel Saxton
Yifat Shirben
Andrew Coppin
Vested
250,000
250,000
250,000
250,000
300,000
Unvested
50,000
1,850,000
50,000
50,000
-
Balance at
the end of
the year
300,000
2,100,000
300,000
300,000
300,000
1,300,000 2,000,000 3,300,000

Loans to KMP and their related parties

The following non-recourse loans remain in place for KMP. The non-recourse loans were established on 21 December 2017 to fund the exercise of options not meeting ASX listing requirements. The non-recourse loans must be repaid on the earlier of the 3rd anniversary of the loan or the date that any of the connected shares are sold.

2020 2019
Name $ $
Andrey Shirben - 37,775
Rodney Bishop - 61,679
Samuel Saxton - 37,775
Yifat Shirben - 3,022
Peter McWilliam - 42,824
Zhongyuan (Ross) Lin - 37,775

This concludes the remuneration report, which has been audited.

Shares under option

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

Exercise
Grant date
Expiry date
price
31 August 2018
30 June 2023
$0.5330
11 February 2020
30 June 2023
$0.5330
11 February 2020
30 June 2024
$0.5530
Number
under option
1,936,132
254,365
1,249,365
3,439,862

19

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

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

Shares under performance options

Unissued ordinary shares of the Company under performance options at the date of this report are as follows:

Exercise
Grant date
Expiry date
price
28 November 2018
30 June 2021
$0.5000
28 November 2018
31 December 2021
$0.5500
28 November 2018
31 December 2021
$0.6000
28 November 2018
31 December 2021
$0.6500
28 November 2018
31 December 2021
$0.8000
28 November 2018
31 December 2021
$0.9500
28 November 2018
31 December 2021
$1.1000
18 December 2019
31 December 2022
$0.5000
Number
under options
1,550,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
3,650,000

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

Shares issued on the exercise of options

There were no ordinary shares of the Company issued on the exercise of options during the year ended 30 June 2020 and up to the date of this report.

Shares issued on the exercise of performance options

There were no ordinary shares of the Company issued on the exercise of performance options during the year ended 30 June 2020 and up to the date of this report.

Indemnity and insurance of officers

The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

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

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 28 to the financial statements.

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

20

Jayride Group Limited Directors' report 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The directors are of the opinion that the services as disclosed in note 28 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Officers of the Company who are former partners of RSM Australia Partners

There are no officers of the Company who are former partners of RSM Australia Partners.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [103 x 49] intentionally omitted <==

==> picture [98 x 59] intentionally omitted <==

_____Rodney Bishop _______Andrey Shirben Managing Director Chairman

29 September 2020 Sydney

21

==> picture [117 x 62] intentionally omitted <==

==> picture [206 x 95] intentionally omitted <==

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Jayride Group Limited for the year ended 30 June 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.

==> picture [58 x 58] intentionally omitted <==

RSM AUSTRALIA PARTNERS

==> picture [52 x 58] intentionally omitted <==

R J MORILLO MALDONADO

Partner

Dated: 29 September 2020 Melbourne, Victoria

==> picture [168 x 13] intentionally omitted <==

==> picture [121 x 13] intentionally omitted <==

==> picture [39 x 8] intentionally omitted <==

==> picture [331 x 8] intentionally omitted <==

==> picture [293 x 8] intentionally omitted <==

==> picture [112 x 8] intentionally omitted <==

==> picture [42 x 8] intentionally omitted <==

==> picture [73 x 8] intentionally omitted <==

==> picture [260 x 11] intentionally omitted <==

==> picture [35 x 54] intentionally omitted <==

22

Jayride Group Limited Statement of profit or loss and other comprehensive income 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note
Revenue
Net commission and fees booked
6
Interest revenue
Other income
7
Total revenue
Variable and support costs
Advertising and marketing costs
Variable operating costs
Total variable and support costs
Non-variable costs
Non-variable operating costs
Corporate costs
Growth costs
8
Share-based payments expense
34
Depreciation and amortisation
9
Total non-variable costs
Non-operating costs
Currency movements
Finance costs
9
Total non-operating costs
Loss before income tax expense
Income tax expense
10
Loss after income tax expense for the year attributable to the owners of
Jayride Group Limited
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of Jayride
Group Limited
Basic loss per share
32
Diluted loss per share
32
2020
$
3,236,264
15,554
543,441
2019
$
3,280,500
9,801
532,063
3,822,364
)
(2,241,473)
)
(1,303,026)
)
(3,544,499)
(1,873,604)
(811,763)
(3,077,911)
(1,901,417)
(680,996)
(8,345,691)
(21,238)
(112,045)
(133,283)
(8,201,109)
-
(8,201,109)
-
(8,201,109)
Cents
(10.48)
(10.48)
3,795,259
(1,621,701
(1,580,789
(3,202,490
(1,964,819)
(652,767)
(1,617,012)
(1,456,357)
(1,411,481)
(7,102,436)
(80,611)
(498,517)
(579,128)
(7,088,795)
-
(7,088,795)
-
(7,088,795)
Cents
(7.59)
(7.59)

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

23

Jayride Group Limited Statement of financial position As at 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note
Assets
Current assets
Cash and cash equivalents
11
Trade and other receivables
12
COVID-19 government contribution receivable
Goods and services tax receivable
Research and development receivable
Prepayments
Total current assets
Non-current assets
Deposits and bank guarantees
Plant and equipment
13
Right-of-use assets
14
Capitalised technology costs
15
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
16
Contract liabilities
17
Borrowings
18
Lease liabilities
19
Employee benefits
20
Provisions
21
Future transport payments
Total current liabilities
Non-current liabilities
Borrowings
18
Employee benefits
20
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
22
Reserves
23
Accumulated losses
Total equity
2020
$
963,459
742,102
82,000
25,894
619,153
68,623
2019
$
1,433,354
877,842
-
46,775
958,871
46,934
3,363,776

323,890
203,356
-
2,415,348
2,942,594
6,306,370
1,706,641
38,143
154,866
-
198,633
-
849,852
2,948,135
1,572,914
29,880
1,602,794
4,550,929
1,755,441
18,360,858
3,146,680
(19,752,097)
1,755,441
2,501,231
-
175,014
229,888
2,343,841
2,748,743
5,249,974
1,641,132
19,333
115,959
338,216
156,289
98,776
188,033
2,557,738
1,744,651
21,649
1,766,300
4,324,038
925,936
24,316,515
3,450,313
(26,840,892)
925,936

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

24

Jayride Group Limited Statement of changes in equity For the year ended 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Balance at 1 July 2018
Adjustment for change in accounting policy
Balance at 1 July 2018 - restated
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 22)
Share-based payments (shares) (note 34)
Share-based payments (options) (note 34)
Share-based payments (warrants)
Balance at 30 June 2019
Balance at 1 July 2019
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 22)
Share-based payments (shares) (note 34)
Share-based payments (options) (note 34)
Exercise of options (note 22)
Balance at 30 June 2020
Issued
capital
$
15,902,025
-
Reserves
$
1,724,634
-
Accumulated
losses
$
(11,516,361)
(34,627)

Total equity
$
6,110,298
(34,627)
15,902,025
-
-
1,724,634
-
-
(11,550,988)
(8,201,109)
-
6,075,671
(8,201,109)
-
-
1,612,375
846,458
-
-
-
-
281,887
773,073
367,086
(8,201,109)
-
-
-
-
(8,201,109)
1,612,375
1,128,345
773,073
367,086
18,360,858 3,146,680 (19,752,097) 1,755,441
Issued
capital
$
18,360,858
-
-
Reserves
$
3,146,680
-
-
Accumulated
losses
$
(19,752,097)
(7,088,795)
-

Total equity
$
1,755,441
(7,088,795)
-
-
4,764,672
1,152,724
-
38,261
-
-
(115,726)
419,359
-
(7,088,795)
-
-
-
-
(7,088,795)
4,764,672
1,036,998
419,359
38,261
24,316,515 3,450,313 (26,840,892) 925,936

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

25

Jayride Group Limited Statement of cash flows For the year ended 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note
Cash flows from operating activities
Net receipts from bookings (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Grants funding for operating activities
COVID-19 government contributions
Interest received
Interest and other finance costs paid
Net cash used in operating activities
33
Cash flows from investing activities
Payments for plant and equipment
Payments for intangibles
Proceeds from deposits
Grants funding for investing activities
Proceeds from disposal of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
(Repayment)/proceeds from borrowings
33
Transaction costs related to borrowings
Repayment of lease liabilities
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
11
2020
$
1,976,598
(6,929,000)
619,846
164,000
15,554
(292,430)
2019
$
3,169,399
(8,474,067)
428,467
-
10,654
(18,101)
(4,883,648)
(59,629)
(1,321,021)
-
485,336
6,541
(888,773)
1,707,975
(95,600)
2,154,866

(95,440)
-
3,671,801
(2,100,620)
3,560,216
(26,242)
1,433,354
(4,445,432)
(16,235)
(1,265,901)
323,890
489,024
-
(469,222)
5,041,118
(238,185)
(38,907)
-
(289,040)
4,474,986
(439,668)
1,433,354
(30,227)
963,459

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

26

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 1. General information 28
Note 2. Significant accounting policies 28
Note 3. Critical accounting judgements, estimates and assumptions 30
Note 4. Adoption of new accounting standards 31
Note 5. Operating segments 32
Note 6. Net commission and fees booked 33
Note 7. Other income 34
Note 8. Growth costs 35
Note 9. Expenses 35
Note 10. Income tax expense 36
Note 11. Cash and cash equivalents 37
Note 12. Trade and other receivables 37
Note 13. Plant and equipment 38
Note 14. Right-of-use assets 39
Note 15. Capitalised technology costs 40
Note 16. Trade and other payables 41
Note 17. Contract liabilities 41
Note 18. Borrowings 42
Note 19. Lease liabilities 43
Note 20. Employee benefits 44
Note 21. Provisions 45
Note 22. Issued capital 45
Note 23. Reserves 48
Note 24. Dividends 48
Note 25. Financial instruments 48
Note 26. Fair value measurement 50
Note 27. Key management personnel disclosures 51
Note 28. Remuneration of auditors 51
Note 29. Contingent liabilities 51
Note 30. Commitments 51
Note 31. Related party transactions 51
Note 32. Loss per share 52
Note 33. Cash flow information 53
Note 34. Share-based payments 53
Note 35. Events after the reporting period 57

27

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 1. General information

The financial statements cover Jayride Group Limited as an individual entity. The financial statements are presented in Australian dollars, which is Jayride Group Limited's functional and presentation currency.

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

Suite 1 Level 11 55 Clarence Street Sydney NSW 2000

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

The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2020. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

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

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

Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the Company incurred a loss amounting to $7,088,795 had net cash outflows from operating activities of $4,445,432 for the year ended 30 June 2020, as at that date the Company’s current liabilities exceeded its current assets by $56,507.

The business has been materially impacted by the COVID-19 pandemic. Currently, the Company’s operations continue to be well under historical pre-COVID-19 levels (refer to note 35). In light of the uncertainty over the spread of the virus, outlook on a vaccine, adoption of preventative measures, the global travel environment and governmental response, the Company is operating on the assumption that travel will increase gradually during the year FY21 and it will achieve preCOVID-19 levels during FY22.

These factors indicate a material uncertainty which may cast significant doubt as to whether the Company will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The Directors believe that there are reasonable grounds to believe that the Company will be able to continue as a going concern, after consideration of the following factors:

  • the Company implemented a cost optimisation plan in March 2020 to reduce operating cash requirements. The plan included significant reductions to employee and office lease costs as well as various general and administrative expenses. In addition, management has identified certain discretionary operating expenditures where further decrease can be achieved if the COVID-19 pandemic continues to impact the travel market;

  • subsequent to 30 June 2020, Research and developments receivables amounting to $187,000 has been received from the ATO with a further $432,000 expected to be received during October. In addition, the Company received $100,000 Export Market Development Grant from the Australian government in July 2020 and $202,000 JobKeeper support payment in Q1FY20. JobKeeper support is expected to continue to be received in Q2FY20 and Q3FY20 at 80% of the fortnightly payment in Q2FY20 and at 50% of the fortnightly payment in Q3FY20; and

  • the Company has demonstrated the ability to raise capital if required pursuant to ASX listing rule 7.1 and 7.1A.

28

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 2. Significant accounting policies (continued)

Basis of preparation

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

Historical cost convention

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

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Foreign currency translation

Foreign currency transactions

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

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

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

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

Impairment of non-financial assets

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

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

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

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

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

29

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 2. Significant accounting policies (continued)

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

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

Comparative information

Comparatives in the statement of profit or loss and other comprehensive income have been aligned to current year disclosure.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2020. The Company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Company has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the Company may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the Company's financial statements.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

COVID-19 pandemic

Judgement has been exercised in considering the impacts that the COVID-19 pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed in specific notes, there appear to be a significant impact upon the financial statements and significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the COVID-19 pandemic.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Binomial Hoadley Model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Allowance for expected credit losses

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the COVID-19 pandemic and forward-looking information that is available. The allowance for expected credit losses, as disclosed in note 12, is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.

30

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 3. Critical accounting judgements, estimates and assumptions (continued)

Estimation of useful lives of assets

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

Impairment of non-financial assets

The Company assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions. Key assumptions used in value-in-use calculation for capitalised technology costs are detailed in note 15.

Recovery of deferred tax assets

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

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

Note 4. Adoption of new accounting standards

Adoption of AASB 16 Leases

The Company has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straightline operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

AASB 2020-4 Amendment to Australian Accounting Standards - Covid-19-Related Rent Concessions

The Company has early adopted the amendment to AASB 16 from 1 July 2019. The amendment provides a practical expedient for lessees to account for COVID-19-related rent concessions that: result in lease payments that are substantially the same as, or less than, the consideration for the lease immediately prior to the change; where any reduction in the lease payments affects only payments originally due on or before 30 June 2021; and where there is no substantive change to other terms and conditions of the lease. The practical expedient allows an entity not to assess rent concessions meeting the criteria as a lease modification. As a result, to the extent that lease concessions represent a forgiveness or waiver of lease payments, such concessions are treated as variable lease payments recognised in profit or loss with a corresponding adjustment to the lease liability. To the extent that the lease concession in substance represents a delay in lease repayments such that lease consideration is not changed, the lease liability is not extinguished. Interest continues to accrue for that period. The Company has applied the practical expedient to all rent concessions that meet the above mentioned criteria and the profit or loss impact from the adoption of this amendment is $78,994 (refer to note 7).

31

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 4. Adoption of new accounting standards (continued)

Impact of adoption

AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. The impact of adoption on opening accumulated losses as at 1 July 2019 was as follows:

Operating lease commitments as at 1 July 2019 (AASB 117)
Operating lease commitments discount based on the weighted average incremental borrowing rate of 6%
(AASB 16)
Recognition of make good costs with right-of-use asset (AASB 16)
Rental increases included in right-of-use asset (AASB 16)
Right-of-use assets (AASB 16)
Lease liabilities - current (AASB 16)
Lease liabilities - non-current (AASB 16)
Make good provision
Right-of-use asset (AASB 16)
1 July 2019
$ 710,618
(33,925)
95,899
37,457
810,049
1 July 2019
$ 473,373
240,777
95,899
(810,049)
-

Practical expedients applied

In applying AASB 16 for the first time, the Company has used the following practical expedients permitted by the standard:

  • applying a single discount rate to a portfolio of leases with similar characteristics;

  • relying on previous assessment of whether a lease is onerous;

  • accounting for leases which end within 12 months of the date of initial application as short term leases; and

  • excluding initial direct costs from the measurement of the right-of-use asset.

Note 5. Operating segments

Identification of reportable operating segments

The Company's operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

The Directors are of the opinion that there is one reportable segment in the Company as the CODM reviews results, assesses performance and allocates resources at a Company level.

As the information reported to the CODM is the results of the Company as a whole, the segment results are shown throughout these financial statements and are not duplicated here.

Major customers

During the year ended 30 June 2020 approximately 18.67% (30 June 2019: 17.9%) of the Company's external revenue was derived from sales to one customer.

32

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 5. Operating segments (continued)

Geographical information

Australia
New Zealand
United Kingdom
United States of America
Other countries*
Sales to external customers
Geographical non-current
assets
2020
2019
2020
2019
$
$
$
$
719,753
1,089,790
2,894,056
2,942,594
103,049
122,444
-
-
105,049
134,026
-
-
1,830,079
1,519,098
-
-
478,334
415,142
-
-
Sales to external customers
Geographical non-current
assets
2020
2019
2020
2019
$
$
$
$
719,753
1,089,790
2,894,056
2,942,594
103,049
122,444
-
-
105,049
134,026
-
-
1,830,079
1,519,098
-
-
478,334
415,142
-
-
Sales to external customers
Geographical non-current
assets
2020
2019
2020
2019
$
$
$
$
719,753
1,089,790
2,894,056
2,942,594
103,049
122,444
-
-
105,049
134,026
-
-
1,830,079
1,519,098
-
-
478,334
415,142
-
-
Sales to external customers
Geographical non-current
assets
2020
2019
2020
2019
$
$
$
$
719,753
1,089,790
2,894,056
2,942,594
103,049
122,444
-
-
105,049
134,026
-
-
1,830,079
1,519,098
-
-
478,334
415,142
-
-
3,236,264 3,280,500 2,894,056 2,942,594
  • Other countries include 105 remaining countries.

The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets, post-employment benefits assets and rights under insurance contracts.

Accounting policy for operating segments

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

Note 6. Net commission and fees booked

Revenue from contracts with customers
Net commission and fees booked
2020
$
3,236,264
2019
$
3,280,500

Disaggregation of revenue

For disaggregation of revenue from contracts with customers refer to note 5.

Timing of revenue recognition

Revenue from contracts with customers is recognised at a point in time.

Accounting policy for revenue recognition

The Company recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

33

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 6. Net commission and fees booked (continued)

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Net commissions and fees booked

Commissions and fees booked income is recognised when a booking is confirmed to the transport provider.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Note 7. Other income

Government contributions (Research and development tax incentive and Export Market
Development Grant)
COVID-19 government contributions
COVID-19 rental concession discount (refer to note 4)
Other (losses)/gains
2020
$
218,487
246,000
78,994
(40)
2019
$
530,105
-
-
1,958
532,063
543,441
  • During the COVID-19 pandemic, the Company has been granted $171,000 from JobKeeper support payments from the Australian Government which are passed on to eligible employees. These have been recognised as government grants in the financial statements and recorded as other income over the periods in which the related employee benefits are recognised as an expense. The Company is eligible for JobKeeper support from the government on the condition that employee benefits continue to be paid. In addition the Company received $75,000 cash flow boost from the Australian Government.

Accounting policy for research and development ('R&D') tax incentive

Grants that compensate the Company for expenditures incurred are recognised in profit or loss on a systematic basis in the periods in which the expenditures are recognised. R&D tax offset receivables will be recognised in profit before tax over the periods necessary to match the benefit of the credit with the costs for which it is intended to compensate. Such periods will depend on whether the R&D costs are capitalised or expensed as incurred.

Accounting policy for government grants

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

Accounting policy for other income

Other income is recognised when it is received or when the right to receive payment is established.

34

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 8. Growth costs

Engineering costs not capitalised (a)
Employee and contractor costs
Other growth costs
(a) Engineering costs not capitalised
Total technology costs
Less: capitalised technology costs (note 15)
Engineering costs not capitalised
Note 9. Expenses
Loss before income tax includes the following specific expenses:
Depreciation
Fixtures and fittings
Office building right-of-use assets
Computer equipment
Office equipment
Total depreciation
Amortisation
Capitalised technology costs
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Unwinding of the discount on provisions
Transaction fees
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
2020
$
88,251
1,472,173
56,588
2019
$
359,901
2,027,210
690,800
3,077,911
2019
$
1,680,922
(1,321,021)
359,901
2019
$
22,232
-
39,638
751
62,621
618,375
680,996
71,694
-
-
40,351
112,045
333,032
1,617,012
2020
$
1,354,152
(1,265,901)
88,251
2020
$
19,231
580,161
23,642
1,705
624,739
786,742
1,411,481
464,168
31,472
2,877
-
498,517
284,254

Accounting policy for finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

35

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 10. Income tax expense

Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 27.5%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Depreciation and amortisation
Entertainment expenses
Share-based payments
Employee benefits
Provision for expected credit losses
Share issue costs
Prepaid expenses
Foreign exchange losses
Research and development
Sundry items
Current year tax losses not recognised
Income tax expense
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 26.5% (2019: 27.5%)
2020
$
(7,088,795)
2019
$
(8,201,109)
(2,255,305)
179,804
1,868
522,890
12,019
(10,442)
26,269
7,164
(2,485)
136,567
41,740
(1,339,911)
1,339,911

-
2019
$
12,603,477
3,465,956
(1,949,419)
359,082
3,340
400,498
(13,908)
891
65,501
(6,297)
8,312
24,462
(128,676)
(1,236,214)
1,236,214
-
2020
$
17,098,800
4,531,182

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

Accounting policy for income tax

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

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

  • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

  • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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

36

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 10. Income tax expense (continued)

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

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

Note 11. Cash and cash equivalents

Current assets
Cash at bank and on hand
2020
$
963,459
2019
$
1,433,354

Accounting policy for cash and cash equivalents

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

Note 12. Trade and other receivables

Current assets
Trade receivables
Less: Allowance for expected credit losses
2020
$
774,591
(32,489)
2019
$
897,800
(19,958)
742,102 877,842

Allowance for expected credit losses

The Company has recognised a loss of $49,484 (2019: $8,996) in profit or loss in respect of the expected credit losses for the year ended 30 June 2020.

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

Expected credit loss rate
2020
2019
%
%
Yet to be billed
-
-
Current
1.000%
1.265%
Less than 3 months overdue
5.819%
3.410%
3 to 6 months overdue
5.250%
6.980%
Over 6 months overdue
7.404%
39.530%
Carrying amount
2020
2019
$
$
201,976
369,133
8,209
417,890
191,990
56,384
294,270
26,889
78,146
27,504
Carrying amount
2020
2019
$
$
201,976
369,133
8,209
417,890
191,990
56,384
294,270
26,889
78,146
27,504
Allowance for expected
credit losses
2020
2019
$
$
-
-
82
5,286
11,172
1,923
15,449
1,877
5,786
10,872
Allowance for expected
credit losses
2020
2019
$
$
-
-
82
5,286
11,172
1,923
15,449
1,877
5,786
10,872
774,591 897,800 32,489 19,958

The Company has increased its monitoring of debt recovery as there is an increased probability of customers delaying payment or being unable to pay, due to COVID-19 pandemic.

37

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 12. Trade and other receivables (continued)

Movements in the allowance for expected credit losses are as follows:

Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectable
Closing balance
2020
$
19,958
49,484
(36,953)
2019
$
57,929
8,996
(46,967)
32,489 19,958

Accounting policy for trade and other receivables

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

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

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

Note 13. Plant and equipment

Non-current assets
Fixtures and fittings - at cost
Less: Accumulated depreciation
Computer equipment - at cost
Less: Accumulated depreciation
Office equipment - at cost
Less: Accumulated depreciation
2020
$
173,161
(52,666)
2019
$
173,161
(33,435)
120,495 139,726
166,755
(112,966)
146,818
(84,358)
53,789 62,460
3,896
(3,166)
2,631
(1,461)
730 1,170
175,014 203,356

38

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 13. Plant and equipment (continued)

Reconciliations

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

Balance at 1 July 2018
Additions
Disposals
Depreciation expense
Balance at 30 June 2019
Additions
Disposals
Depreciation expense
Balance at 30 June 2020
Fixtures and
fittings
$ 117,833
44,125
-
(22,232)
Computer
equipment
$ 92,016
15,504
(5,422)
(39,638)
Office
equipment
$ 1,936
-
(15)
(751)
Total
$ 211,785
59,629
(5,437)
(62,621)
139,726
-
-
(19,231)
62,460
20,900
(5,929)
(23,642)
1,170
1,265
-
(1,705)
203,356
22,165
(5,929)
(44,578)
120,495 53,789 730 175,014

Accounting policy for plant and equipment

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

Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over their expected useful lives as follows:

Fixtures and fittings 4 - 10 years
Computer equipment 3 - 7 years
Office equipment 4 - 10 years

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

Note 14. Right-of-use assets

Non-current assets
Office building - right-of-use
Less: Accumulated depreciation
2020
$
810,049
(580,161)
2019
$
-
-
229,888 -

No additions to the right-of-use assets were made during the year. The Company leased office space under an agreement that was surrendered on 31 July 2020.

Accounting policy for right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

39

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 14. Right-of-use assets (continued)

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Note 15. Capitalised technology costs

Non-current assets
Capitalised technology costs
Less: Accumulated amortisation
2020
$
4,218,669
(1,874,828)
2019
$
3,503,434
(1,088,086)
2,343,841 2,415,348

Reconciliations

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

Balance at 1 July 2018
Additions
Research and development tax offset
Amortisation expense
Balance at 30 June 2019
Additions
Research and development tax offset
Amortisation expense
Balance at 30 June 2020
Capitalised
technology
costs
$ 2,201,726
1,321,021
(489,024)
(618,375)
2,415,348
1,265,901
(550,666)
(786,742)
2,343,841

The recoverable amount of the capitalised technology costs has been determined by a value-in-use calculation using a discounted cash flow model ('DCF'), based on a five-year forecast.

Key assumptions are those to which the recoverable amount of an asset or cash-generating unit is most sensitive.

The following key assumptions were used in the DCF model:

2020
%
Compounded annual growth rate 30.20%
Cumulative return on sales (1.78%)
Weighted average cost of capital ('WACC') 18.36%

40

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 15. Capitalised technology costs (continued)

Management believes the compounded annual growth rate is reasonable given the size of the market, the structural shift to online booking, expected changes to the competitive landscape and the uncertainty caused by COVID-19. The value-inuse calculation includes negative growth in year 1, followed by a market recovery in year 2 and a return to historical growth rates after that point.

Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the expected annual growth rate over the period was less than 29.06%.

Management believes the cumulative return on sales % is reasonable given the modelled revenue, as well as length of time to improve operational efficiencies. cumulative return on sales excludes share based payments depreciation and amortisation, financing costs and currency movements.

Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the cumulative return on sales was less than negative 3.48%.

Management believes the WACC % is a reasonable reflection of the time value of money and the Company’s WACC, the risk free rate and the volatility of the share price relative to market movements.

Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the WACC was less than 19.87%.

Accounting policy for capitalised technology costs

Capitalised technology costs are considered and carried at cost less accumulated amortisation and impairment losses. Amortisation commenced when the asset is available for use, that is, when it is in the location and condition necessary for it to be capable of operating in the manner intended by management, which is when it has reached commercialisation stage. Amortisation is on a straight-line basis over the estimated useful life of 5 (2019: 5) years.

Note 16. Trade and other payables

Current liabilities
Trade payables
Other payables
2020
$
1,123,287
517,845
2019
$
1,289,951
416,690
1,641,132 1,706,641

Refer to note 25 for further information on financial instruments.

Accounting policy for trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Note 17. Contract liabilities

2020 2019
$ $
Current liabilities
Contract liabilities 19,333 38,143

Unsatisfied performance obligations

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $19,333 as at 30 June 2020 ($38,143 as at 30 June 2019) and is expected to be recognised as revenue in future periods.

41

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 17. Contract liabilities (continued)

Accounting policy for contract liabilities

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

Note 18. Borrowings

Current liabilities
Financing facility
Non-current liabilities
Financing facility
The break-down of the non-current financing facility is set below:
Loan received
Fair value of warrants issued treated as arrangement fee
Interest on warrants issued
Transaction fee
2020
$
115,959
2019
$
154,866
1,572,914
1,727,780
2019
$
2,000,000
(367,086)
-
(60,000)
1,572,914
1,744,651
1,860,610
2020
$
2,000,000
(367,086)
171,737
(60,000)
1,744,651

The break-down of the non-current financing facility is set below:

Refer to note 25 for further information on financial instruments.

42

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 18. Borrowings (continued)

The financing facility represents borrowings from Pure Asset Management Pty Ltd as per the terms below: Amount $2,000,000 Term 36 months from the date of drawdown. Interest rate 10.50% per annum Warrants issued The warrants have an exercise price which is the lower of a) $0.553; or b) a 25% premium to the raise price of any future capital raise requiring extraordinary general meeting ('EGM') approval to increase shares on issue by greater than 15%. The number of warrants issued at the time of drawdown were 3,616,637 warrants, being $2,000,000 divided by the exercise price of $0.553. Accounting treatment Under AASB 2 the fair value of the warrants is considered part of the transaction costs of obtaining the loan facility. The fair value of the warrants is deducted from the fair value of the loan and recognised as a share-based payments reserve. Fair value of options The fair value of the warrants is $367,086, which was calculated using a binomial valuation. Each warrant has a fair value of $0.101. Right to compel conversion The Company may compel conversion of 3,616,637 Warrants if the VWAP exceeds $0.75 over a 30 day period. Post conversion escrow Ordinary shares resulting from the exercise of warrants will be escrowed for a period of 6 months post conversion. Loan early redemption The Company may redeem the loan early subject to standard commercial terms.

Financing arrangements

Financing arrangements
Total facilities
Borrowings
Used at the reporting date
Borrowings
Unused at the reporting date
Borrowings
2020
$
2,000,000
2019
$
3,000,000
2,000,000 2,000,000
- 1,000,000

Accounting policy for borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Note 19. Lease liabilities

Current liabilities
Lease liability
2020
$
338,216
2019
$
-

Refer to note 25 for information on the maturity analysis of lease liabilities.

43

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 19. Lease liabilities (continued)

Accounting policy for lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Variable lease payments include rent concessions in the form of rent forgiveness or a waiver as a direct consequence of the COVID-19 pandemic and which relate to payments originally due on or before 30 June 2021.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Note 20. Employee benefits

Current liabilities
Annual Leave
Long service leave
Non-current liabilities
Long service leave
2020
$
139,693
16,596
2019
$
175,623
23,010
156,289 198,633
21,649 29,880
177,938 228,513

Amounts not expected to be settled within the next 12 months

The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the Company does not have an unconditional right to defer settlement. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

The following amounts reflect leave that is not expected to be taken within the next 12 months:

Employee benefits obligation expected to be settled after 12 months 2020
$
15,074
2019
$
32,434

Accounting policy for employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

44

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 20. Employee benefits (continued)

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

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

Note 21. Provisions

Current liabilities
Make good
2020
$
98,776
2019
$
-

Make good

The provision represents the present value of the estimated costs to make good the premises leased by the Company at the end of the respective lease terms.

Movements in make good

Movements in make good provision is set out below:

2020
Carrying amount at the start of the year
Recognised on adoption of AASB 16
Unwinding of the discount on provisions
Carrying amount at the end of the year
Make good
$ -
95,899
2,877
98,776

Accounting policy for provisions

Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Note 22. Issued capital

Ordinary shares - fully paid
Ordinary shares - held in Employees' Trust
Ordinary shares - held in Employees' Trust (allocated not
converted)
2020
Shares
102,887,024
2,355,803
(140,563)
2019
Shares
81,682,411
2,645,960
-
2020
$
24,316,515
-
-
2019
$
18,360,858

-
-
105,102,264 84,328,371 24,316,515 18,360,858

45

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 22. Issued capital (continued)

Movements in ordinary share capital

Details
Date
Balance
1 July 2018
Issue of shares to employees
31 August 2018
Issue of shares to employees under Employee Share
Scheme ('ESS')
29 November 2018
Issue of shares
3 January 2019
Issue of shares to employees
24 January 2019
Issue of shares to employees under ESS
1 March 2019
Issue of shares to employees under ESS
17 June 2019
Issue of shares to employees under ESS
20 June 2019
Share issue costs
Balance
30 June 2019
Issue of shares to employees under ESS
15 July 2019
Issue of shares to employees under ESS
15 August 2019
Issue of shares to employees under ESS
16 September 2019
Non-recourse loan repayment
11 October 2019
Issue of shares to employees under ESS
16 October 2019
Issue of shares to employees under ESS
15 November 2019
Issue of shares
20 November 2019
Issue of shares to employees under ESS
16 December 2019
Issue of shares to employees under ESS
18 December 2019
Issue of shares - share purchase plan
18 December 2019
Issue of shares
23 December 2019
Issue of shares to employees under ESS
15 January 2020
Non-recourse loan repayment
4 February 2020
Issue of shares to employees under ESS
17 February 2020
Issue of shares to employees under ESS
20 April 2020
Issue of shares to employees under ESS
15 May 2020
Issue of shares to employees under ESS
16 Jun 2020
Share issue costs
Balance
30 June 2020
Shares
Issue price
75,575,283
86,628
$0.4450
478,683
$0.4800
3,972,035
$0.4300
215,742
$0.4400
767,851
$0.4300
301,551
$0.2700
284,638
$0.2500
-
-
81,682,411
328,100
$0.3250
456,103
$0.3960
401,763
$0.4000
-
$0.0000
98,147
$0.3930
398,025
$0.3300
10,672,567
$0.3000
405,063
$0.3000
97,680
$0.3000
2,675,021
$0.3000
3,328,625
$0.3000
161,364
$0.3520
-
$0.0000
250,671
$0.3019
663,387
$0.0792
808,728
$0.1567
459,369
$0.1566
-
-
102,887,024
$
15,902,025
38,549
229,769
1,707,975
94,926
330,159
80,644
72,411
(95,600)
18,360,858
106,632
180,456
160,708
30,000
38,556
131,344
3,201,770
121,520
29,304
802,500
998,588
57,371
8,261
75,672
52,524
126,708
71,928
(238,185)
24,316,515

46

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 22. Issued capital (continued)

Movements in shares held in Employees Trust

Details
Date
Balance
1 July 2018
Shares issued to Royal Exchange Nominees Pty Ltd
('REN')
1 March 2019
Issue of shares to employees
17 June 2019
Issue of shares to employees
20 June 2019
Balance
30 June 2019
Issue of shares to employees
15 July 2019
Issue of shares to employees
15 August 2019
Issue of shares to employees
16 September 2019
Issue of shares to employees
16 October 2019
Issue of shares to employees
15 November 2019
Issue of shares to employees
16 December 2019
Issue of shares to employees
15 January 2020
Issue of shares to employees
17 February 2020
Shares issued to REN
17 April 2020
Issue of shares to employees
20 April 2020
Issue of shares to employees
15 May 2020
Issue of shares to employees
16 Jun 2020
Balance
30 June 2020
Shares
Issue price
-
3,232,149
$0.0000
(301,551)
$0.2700
(284,638)
$0.2500
2,645,960
(328,100)
$0.3250
(456,103)
$0.9600
(401,763)
$0.4000
(98,147)
$0.3930
(398,025)
$0.3300
(405,063)
$0.3000
(161,364)
$0.3520
(250,671)
$0.3019
4,000,000
$0.0000
(663,387)
$0.0792
(808,728)
$0.1567
(459,369)
$0.1566
2,215,240
$
-
-
80,644
72,411
153,055
106,632
180,456
160,708
38,556
131,344
121,520
57,371
75,672
-
52,524
126,708
71,929

Ordinary shares

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

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

Ordinary shares held in Employees' Trust

During the year 2019, the Jayride Employee Share Trust ('Trust') was established to streamline share-based compensation for employees. Fully paid ordinary shares in the Company were issued to Royal Exchange Nominees Pty Ltd, as trustee of the Trust. The Trust issues shares to employee as part of their remuneration package. The Trust controls the shares set aside for future share-based remuneration.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

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

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

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

The capital risk management policy remains unchanged from the 2019 Annual Report.

47

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 22. Issued capital (continued)

Accounting policy for issued capital

Ordinary shares are classified as equity.

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

Note 23. Reserves

Share-based payments reserve 2020
$
3,450,313
2019
$
3,146,680

Share-based payments reserve

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

Movements in share-based payments reserve

Balance at 1 July 2018
Share-based payments (shares)
Share-based payments (options)
Share-based payments (warrants)
Balance at 30 June 2019
Share-based payments (shares)
Share-based payments (options)
Balance at 30 June 2020
Share-based payments
Equity
Options
Warrants
$ $ $ -
1,724,634
-
281,887
-
-
-
773,073
-
-
-
367,086
Share-based payments
Equity
Options
Warrants
$ $ $ -
1,724,634
-
281,887
-
-
-
773,073
-
-
-
367,086
Share-based payments
Equity
Options
Warrants
$ $ $ -
1,724,634
-
281,887
-
-
-
773,073
-
-
-
367,086
Total
$ 1,724,634
281,887
773,073
367,086
281,887 2,497,707 367,086 3,146,680
(115,726)
-
-
419,359
-
-
(115,726)
419,359
166,161 2,917,066 367,086 3,450,313

Note 24. Dividends

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

Accounting policy for dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.

Note 25. Financial instruments

Financial risk management objectives

The Company's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks and ageing analysis for credit risk.

Risk management is carried out by senior finance executives ('finance') under policies approved by the Board. These policies include identification and analysis of the risk exposure of the Company and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Company's operating units. Finance reports to the Board on a monthly basis.

48

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 25. Financial instruments (continued)

Market risk

Foreign currency risk

The Company undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The Company does not have any financial assets and financial liabilities denominated in a currency other than its functional currency.

The Company is not exposed to any significant foreign currency risk.

Price risk

The Company is not exposed to any significant price risk.

Interest rate risk

The Company's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to interest rate risk. Borrowings obtained at fixed rates expose the Company to fair value interest rate risk. At the reporting date the Company only has fixed rate borrowings.

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

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Company obtains insurance where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount of cash and cash equivalents and trade receivables as disclosed in the statement of financial position and notes to the financial statements.

The Company has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the consolidated entity based on recent sales experience, historical collection rates and forward-looking information that is available. As disclosed in note 12, due to the COVID- 19 pandemic, the calculation of expected credit losses has been revised as at 30 June 2020 and rates have increased in each category up to 6 months overdue.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.

The management has assessed the credit risk to be insignificant as a result of insurance cover on the majority of the current receivables.

Liquidity risk

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

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

49

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 25. Financial instruments (continued)

Remaining contractual maturities

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

Weighted
average
interest rate
2020
%
Non-derivatives
Non-interest bearing
Trade payables
-
Other payables
-
Interest-bearing - fixed rate
Lease liability
6.00%
Short-term finance factoring
10.49%
Financial facility*
10.50%
Total non-derivatives
1 year or less
$ 1,123,287
517,845
338,216
115,959
210,000
Between 1
and 2 years
$ -
-
-
-
2,210,000
Between 2
and 5 years
$ -
-
-
-
-
Over 5 years
$ -
-
-
-
-
Remaining
contractual
maturities
$ 1,123,287
517,845
338,216
115,959
2,420,000
2,305,307 2,210,000 - - 4,515,307
  • The impact of the warrants that have been treated as financing costs is excluded. The effective rate of interest including these costs is 18.79%.
Weighted
average
interest rate
2019
%
Non-derivatives
Non-interest bearing
Trade payables
-
Other payables
-
Interest-bearing - fixed rate
Short-term finance factoring
9.50%
Financing facility*
10.50%
Total non-derivatives
1 year or less
$ 1,289,951
416,690
154,866
210,000
Between 1
and 2 years
$ -
-
-
210,000
Between 2
and 5 years
$ -
-
-
2,210,000
Over 5 years
$ -
-
-
-
Remaining
contractual
maturities
$ 1,289,951
416,690
154,866
2,630,000
2,071,507 210,000 2,210,000 - 4,491,507
  • The impact of the warrants that have been treated as financing costs is excluded. The effective rate of interest including these costs is 18.79%.

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

Note 26. Fair value measurement

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

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

50

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 27. Key management personnel disclosures

Compensation

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

Short-term employee benefits
Post-employment benefits
Share-based payments
2020
$
969,652
77,451
597,427
2019
$
802,011
74,236
770,325
1,644,530 1,646,572

Note 28. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the Company:

Audit services
Audit or review of the financial statements
Other services
2020
$
59,900
2019
$
45,000
- 2,380
59,900 47,380

Note 29. Contingent liabilities

The Company has given bank guarantees as at 30 June 2020 of $323,890 (2019: $323,890) to various landlords.

Note 30. Commitments

Lease commitments
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
2020
$
-
-
2019
$

482,931
227,687
-
710,618

AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. Current year leases are included on the face of the statement of financial position in accordance with AASB 16. Comparative year leases are disclosed above and not on the statement of financial position in accordance with AASB 117.

Note 31. Related party transactions

Key management personnel

Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the directors' report.

Transactions with related parties

There were no transactions with related parties during the current and previous financial year.

51

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 31. Related party transactions (continued)

Receivable from and payable to related parties

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

Loans to/from related parties

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

Note 32. Loss per share

Loss after income tax attributable to the owners of Jayride Group Limited
Weighted average number of ordinary shares used in calculating basic loss per share
Weighted average number of ordinary shares used in calculating diluted loss per share
Basic loss per share
Diluted loss per share
2020
$
(7,088,795)
2019
$
(8,201,109)
Number
93,426,307
Number
78,238,903
93,426,307 78,238,903
Cents
(7.59)
(7.59)
Cents
(10.48)
(10.48)

3,439,862 (30 June 2019: 18,475,203) options, 3,650,000 (30 June 2019: 3,450,000) performance options, 3,616,637 (30 June 2019: 3,616,637) warrants and 2,215,240 (30 June 2019: 2,645,960) shares held in Employees' Trust have been excluded from the above calculation as their inclusion would be anti-dilutive.

Accounting policy for loss per share

Basic loss per share

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

Diluted loss per share

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

52

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 33. Cash flow information

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

Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Foreign exchange differences
Transaction costs recognised as financing
Gain on sale of equipment
Make good and lease liability interest
COVID-19 rental concession discount
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in prepayments
Increase in grant receivable (attributed to operations)
Increase/(decrease) in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in employee benefits
Net cash used in operating activities
2020
$
(7,088,795)
1,411,481
1,456,357
30,227
171,738
-
2,877
(86,894)
74,670
(18,086)
401,359
(730,981)
(18,810)
(50,575)
2019
$
(8,201,109)
680,996
1,901,417
26,241
35,440

(1,105)
-
-
(264,661)
23,486
(101,638)
970,064
3,516
43,705
(4,445,432) (4,883,648)

Changes in liabilities arising from financing activities

Balance at 1 July 2018
Net cash from financing activities
Repayment of borrowings
Transaction fee
Balance at 30 June 2019
Repayment of borrowings
Lease payments
Recognised on adoption of AASB 16
Interest expense
COVID-19 rental concession discount
Balance at 30 June 2020
Financing
facility
$ -
2,154,866
(367,086)
(60,000)
Lease
liability
$ -
-
-
-
Total
$ -
2,154,866
(367,086)
(60,000)
1,727,780
(38,907)
-
-
171,737
-
-
-
(320,512)
714,150
31,472
(86,894)
1,727,780
(38,907)
(320,512)
714,150
203,209
(86,894)
1,860,610 338,216 2,198,826

Note 34. Share-based payments

Employee Share Scheme ('ESS')

In 2017, the Company established an ESS that incentivises employees to become shareholders of the Company.

The Company issued shares to key employees as part of their base package as well as on a performance basis for achieving net revenue, profitability, or cash milestones in the 2020 financial year. The shares issued were as follows:

53

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 34. Share-based payments (continued)

Actual issue date
Issue price
15/07/2019
$0.3250
15/08/2019
$0.3950
16/09/2019
$0.4150
11/10/2019
$0.4060
15/11/2019
$0.3546
16/12/2019
$0.3000
18/12/2019
$0.3000
15/01/2020
$0.3484
17/02/2020
$0.2947
20/04/2020
$0.0720
15/05/2020
$0.1495
16/06/2020
$0.1494
Reversal of prior year accruals
$0.3267
Accrued
$0.1510
Base package
Number of
shares issued
68,120
291,798
203,446
-
291,893
267,894
97,680
23,431
140,079
415,858
683,732
330,066
(319,217)
882,598
Performance
Number of
shares issued
259,980
164,305
198,317
98,147
106,132
137,169
-
137,933
110,592
247,529
124,996
129,303
(543,572)
217,212
Total
Number of
shares issued
328,100
456,103
401,763
98,147
398,025
405,063
97,680
161,364
250,671
663,387
808,728
459,369
(862,789)
1,099,810
3,377,378 1,388,043 4,765,421

The Company issued shares to key employees as part of their base package as well as on a performance basis for achieving net revenue, profitability, or cash milestones in the 2019 financial year. The shares issued were as follows:

Actual issue date
Issue price
29/11/2018
$0.4800
24/01/2019
$0.4400
01/03/2019
$0.4300
17/06/2019
$0.2674
17/06/2019
$0.2544
Accrued
$0.3267
Base package
Number of
shares issued
122,381
215,742
296,148
301,551
-
319,217
Performance
Number of
shares issued
356,302
-
471,702
-
284,638
543,572
Total
Number of
shares issued
478,683
215,742
767,850
301,551
284,638
862,789
1,255,039 1,656,214 2,911,253

Options

The terms and conditions of each grant of options over ordinary shares are as follows:

Exercise
Grant date Type Expiry date price Number
1/09/2018 2/48 of total Class A Options will vest immediately on 30/06/2023 $0.5330 1,936,132
1/09/2018 and 46/48 of the total Class A Options will vest at
rate of 1/48 every month until 30/06/2022.
11/02/2020 19/48 of total Class A Options will vest immediately on 30/06/2023 $0.5330 254,365
11/02/2020 and 29/48 of the total Class A Options will vest at
rate of 1/48 every month until 30/06/2022.
11/02/2020 7/48 of total Class B Options will vest immediately on 30/06/2024 $0.5530 1,249,365
11/02/2020 and 41/48 of the total Class B Options will vest at
rate of 1/48 every month until 30/06/2023.

54

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 34. Share-based payments (continued)

Set out below are summaries of options granted:

2020
Exercise
Grant date
Expiry date
price
18/12/2017
31/03/2020
$0.5530
01/09/2018
30/06/2023
$0.5330
11/02/2020
30/06/2023
$0.5330
11/02/2020
30/06/2024
$0.5530
Weighted average exercise price
2019
Exercise
Grant date
Expiry date
price
18/12/2017
31/03/2020
$0.5530
01/09/2018
30/06/2023
$0.5330
Weighted average exercise price
Balance at
the start of
the year
16,334,738
2,140,465
-
-
Granted
-
-
254,365
1,484,581
Exercised
-
-
-
-
Expired/
forfeited/
other
(16,334,738)
(204,333)
-
(235,216)
Balance at
the end of
the year
-
1,936,132
254,365
1,249,365
18,475,203 1,738,946 - (16,774,287) 3,439,862
$0.5507
Balance at
the start of
the year
16,334,738
-
$0.5330
Granted
-
2,378,198
$0.0000
Exercised
-
-
$0.5525
Expired/
forfeited/
other
-
(237,733)
$0.5330
Balance at
the end of
the year
16,334,738
2,140,465
16,334,738 2,378,198 - (237,733) 18,475,203
$0.5530 $0.5330 $0.0000 $0.5330 $0.5507

The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.36 years (2019: 1.13 years).

Performance options

The terms and conditions of each grant of performance options over ordinary shares are as follows:

Performance
option class Grant date Vesting condition Number
Class A 28/11/2018 Divided into 10 tranches, paid after each quarter, and vesting continuously 1,550,000
until 1/01/2021, expiry date 30/06/2021
Class B 28/11/2018 The share price being at or above $0.55 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class C 28/11/2018 The share price being at or above $0.60 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class D 28/11/2018 The share price being at or above $0.65 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class E 28/11/2018 The share price being at or above $0.80 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class F 28/11/2018 The share price being at or above $0.95 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class G 28/11/2018 The share price being at or above $1.10 per share at any time on or before 300,000
the expiry date, 31/12/2021
Class H 18/12/2019 The Company raising capital of $5 million or more, or the share price being at 300,000
or above $0.50 per share at any time on or before the expiry date, 31/12/2022.

55

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 34. Share-based payments (continued)

Set out below are summaries of performance options granted:

2020
Exercise
Grant date
Expiry date
price
28/11/2018
30/06/2021
$0.5000
28/11/2018
31/12/2021
$0.5500
28/11/2018
31/12/2021
$0.6000
28/11/2018
31/12/2021
$0.6500
28/11/2018
31/12/2021
$0.8000
28/11/2018
31/12/2021
$0.9500
28/11/2018
31/12/2021
$1.1000
18/12/2019
31/12/2022
$0.5000
2019
Exercise
Grant date
Expiry date
price
28/11/2018
30/06/2021
$0.5000
28/11/2018
31/12/2021
$0.5500
28/11/2018
31/12/2021
$0.6000
28/11/2018
31/12/2021
$0.6500
28/11/2018
31/12/2021
$0.8000
28/11/2018
31/12/2021
$0.9500
28/11/2018
31/12/2021
$1.1000
Balance at
the start of
the year
1,650,000
300,000
300,000
300,000
300,000
300,000
300,000
-
Granted
-
-
-
-
-
-
-
300,000
Exercised
-
-
-
-
-
-
-
-
Expired/
forfeited/
other
(100,000)
-
-
-
-
-
-
-
Balance at
the end of
the year
1,550,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
3,450,000 300,000 - (100,000) 3,650,000
Balance at
the start of
the year
-
-
-
-
-
-
-
Granted
1,800,000
300,000
300,000
300,000
300,000
300,000
300,000
Exercised
-
-
-
-
-
-
-
Expired/
forfeited/
other
(150,000)
-
-
-
-
-
-
Balance at
the end of
the year
1,650,000
300,000
300,000
300,000
300,000
300,000
300,000
- 3,600,000 - (150,000) 3,450,000

Set out below are the performance options exercisable at the end of the financial year:

Grant date
Expiry date
28/11/2018
30/06/2021
18/12/2019
31/12/2022
2020
Number
1,350,000
300,000
2019
Number
900,000
-
1,650,000 900,000

The weighted average remaining contractual life of performance options outstanding at the end of the financial year was 1.37 years (2019: 2.27 years).

For the options and performance options granted during the year ended 30 June 2020, the Binomial Hoadley Model valuation model inputs used to determine the fair value at the grant date, are as follows:

Share price Exercise Expected Dividend Risk-free Fair value
Grant date Expiry date grant date price volatility yield interest rate at grant date
18/12/2019 31/12/2022 $0.305 $0.5000 75.00% - 0.65% 0.1079
11/02/2020 30/06/2023 $0.305 $0.5330 75.00% - 0.72% 0.1069
11/02/2020 30/06/2024 $0.305 $0.5530 75.00% - 0.72% 0.1259

The expected volatility was calculated at the time of issue of performance options by measuring the standard deviation of the Company's share price in the prior period.

56

Jayride Group Limited Notes to the financial statements 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Note 34. Share-based payments (continued)

Warrants

The Company did not issue any warrants during the year ended 30 June 2020. In consideration of the grant of $2,000,000 financing facility, the Company issued 3,616,637 warrants over ordinary shares on 2 February 2019.

Share-based payment expense recognised

Share-based payment expense recognised
Shares
Options
Warrants*
Total share-based payment expense
2020
$
1,036,998
419,359
-
2019
$
1,128,345
773,072
-
1,456,357 1,901,417
  • At 30 June 2019, the fair value of the warrants was not recognised as a share-based payment expense. Refer to note 18 for the accounting treatment of the warrants.

Accounting policy for share-based payments

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

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

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

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

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

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

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

Note 35. Events after the reporting period

The Company's trading in Q1 FY21 continued to be materially impacted by the COVID-19 pandemic in line with the Company's forecasts and market disclosures. The Company continues to operate on the assumption that travel will increase gradually during FY21 and it will achieve pre-COVID-19 levels during FY22.

No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

57

Jayride Group Limited Directors' declaration 30 June 2020

==> picture [59 x 35] intentionally omitted <==

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;

  • the attached financial statements and notes give a true and fair view of the Company's financial position as at 30 June 2020 and of its performance for the financial year ended on that date; and

  • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

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

On behalf of the directors

==> picture [98 x 40] intentionally omitted <==

==> picture [74 x 45] intentionally omitted <==

_____Rodney Bishop _______Andrey Shirben Managing Director Chairman

29 September 2020 Sydney

58

==> picture [118 x 62] intentionally omitted <==

RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT To the Members of Jayride Group Limited

Opinion

We have audited the financial report of Jayride Group Limited (the Company), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

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

  • (i) giving a true and fair view of the Company's financial position as at 30 June 2020 and of its financial performance for the year then ended; and

  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

Without modifying our opinion, we draw attention to Note 1 to the financial statements which indicates that the Company incurred a loss of $7,088,795 and reported negative operating cash flows amounting to $4,445,432 for the year ended 30 June 2020. These events or conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

==> picture [35 x 54] intentionally omitted <==

59

Liability limited by a scheme approved under Professional Standards Legislation

==> picture [118 x 62] intentionally omitted <==

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter How our audit addressed this matter
Capitalised technology costs
Refer to Note 15 to the financial statements
As at 30 June 2020, the Company has a total of
$2.3m (equivalent to 45% of the Company’s total
assets) of intangible assets relating to capitalised
development costs in respect of the online booking
platform.
We considered this a key audit matter due to the
size of the Capitalised technology costs balance
and the apparent existence of impairment
indicators. In addition, the directors' assessment of
the recoverable amount of the cash generating unit
("CGU") to which this intangible asset relate
involves judgments about the future underlying
cashflows of the business and the discount rates
applied to them..
For the year ended 30 June 2020 management
have performed an impairment test over the
Capitalised technology costs by calculating the
recoverable amount of the Capitalised technology
costs and comparing it to its carrying amount.
The recoverable amount was calculated first
through use of a value in use model, using
cashflows (revenues, expenses, and capital
expenditure) for the CGU for 5 years, applying a
terminal growth rate to the 5th year, and
discounting them to their net present value using
the Company's weighted average cost of capital
(WACC).
Our audit procedures included, among others:

Updating our understanding of management's
annual impairment assessment process;

Assessing management’s determination that
Capitalised technology costs should be allocated
to a single CGU;

Assessing the valuation methodology used to
determine the recoverable amount of the CGU;

Verifying the mathematical accuracy of the
impairment test calculations

Challenging the reasonableness of key
assumptions, including the cashflow projections,
revenue growth rates, discount rates, and
sensitivities used;

Reviewing previous budgets against actual
performance to assess the historical accuracy of
forecasting;

Performing sensitivity analysis on key
assumptions and estimates used in the value in
use model, to determine the extent of headroom
for the CGU; and
Reviewing the accuracy and adequacy of
disclosures against the requirements of AASB
136_Impairment of Assets_.

60

==> picture [118 x 62] intentionally omitted <==

Key Audit Matters (Continued)

Key Audit Matter How our audit addressed this matter
Share based payments
Refer to Note 23 in the financial statements
The Company has an employee share option plan
(“ESOP”) included as part of the remuneration
packages for senior management. In addition to
this, performance options were issued to key
executives in the financial year.
The various classes of performance options have
market vesting conditions attached, linked to share
price performance.
A number of detachable warrants were also issued
as part of the loan facility that was entered into by
the Company in February 2019.
We identified share-based payments as a key audit
matter due the complexity in the valuation and
terms of the options and warrants issued.
Our audit procedures in relation to share based
payments included:

Reviewing the reasonableness of option and
warrants valuation inputs into the Binomial
Options Pricing Model including assessment of
the share volatility rates applied in comparison to
entities in the similar industry;

Performing a recalculation using the Binomial
Options Pricing Model for a sample of options
and warrants issued;

Reviewing management’s estimate around
achieving the performance related conditions;

Testing a sample of options and warrants issued
to signed ESOP agreements; and

Reviewing the accounting for the share-based
payments (including detachable warrants) to
ensure it is in compliance with AASB 2_Share-
_based Payments
.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 30 June 2020 but does not include the financial report and the auditor's report thereon.

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

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the 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 Company 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 Company or to cease operations, or have no realistic alternative but to do so.

61

==> picture [118 x 62] intentionally omitted <==

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Jayride Group Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001 .

Responsibilities

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

==> picture [106 x 82] intentionally omitted <==

RSM AUSTRALIA PARTNERS

==> picture [104 x 102] intentionally omitted <==

R J MORILLO MALDONADO

Partner

Dated: 29 September 2020 Melbourne, Victoria

62

Jayride Group Limited Shareholder information 30 June 2020

==> picture [59 x 35] intentionally omitted <==

The shareholder information set out below was applicable as at 22 September 2020.

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Number
of holders
of ordinary
shares
19
188
73
145
106
531
45

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

RODNEY BISHOP
FOLLOW THE SEED AUSTRALIA P/L (FOLLOW THE SEED ILP0000146)
UBS NOMINEES PTY LTD
JONATHAN BEARE
PROTO INVESTMENT PARTNERS PTY LTD
MR ZHONGYUAN LIN
ARTESIAN AFOF PTY LTD (ARTESIAN HOSTPLUS VC 1 ILP)
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
PERSHING AUSTRALIA NOMINEES PT Y LTD (ACCUM A/C)
CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C)
ROYAL EXCHANGE NOMINEES PTY LTD (JAYRIDE EMPLOYEE SHARE A/C)
SYD VENTURES INC
GEOULA PTY LTD (ZAETZ FAMILY A/C)
MR PETER CHARLES MCWILLIAM
RIMON CAPITAL PTY LTD
AUSTRALIAN EXECUTOR TRUSTEES LIMITED
VINKO GRGIC
JAMES FERGUSON RING
ELYUMA ENTERPRISES PTY LTD (ELYUMA FAMILY A/C)
LACHLAN MCCABE
Ordinary shares
% of total
shares
Number held
issued
11,000,000
10.45
9,045,007
8.59
6,924,787
6.58
6,876,798
6.53
6,021,072
5.72
4,898,137
4.65
4,753,044
4.51
3,721,365
3.53
3,200,000
3.04
2,525,000
2.40
2,275,456
2.16
2,171,488
2.06
1,438,258
1.37
1,256,158
1.19
1,188,264
1.13
1,162,791
1.10
1,158,720
1.10
1,092,810
1.04
1,014,840
0.96
856,285
0.81
Ordinary shares
% of total
shares
Number held
issued
11,000,000
10.45
9,045,007
8.59
6,924,787
6.58
6,876,798
6.53
6,021,072
5.72
4,898,137
4.65
4,753,044
4.51
3,721,365
3.53
3,200,000
3.04
2,525,000
2.40
2,275,456
2.16
2,171,488
2.06
1,438,258
1.37
1,256,158
1.19
1,188,264
1.13
1,162,791
1.10
1,158,720
1.10
1,092,810
1.04
1,014,840
0.96
856,285
0.81
72,580,280 68.92

63

Jayride Group Limited Shareholder information 30 June 2020

==> picture [59 x 35] intentionally omitted <==

Unquoted equity securities

Unquoted equity securities
Number Number
Class of securities of holders
Unlisted Warrants expiring 19 March 2022 3,616,637 1
Class A Employee Options exercisable at $0.533, expiring 30 June 2023 1,936,132 8
Class A Employee Options exercisable at $0.533, expiring 30 June 2023 254,365 2
Class B Employee Options exercisable at $0.553 expiring 30 June 2024 1,249,365 11
Class A to Class G Dir Performance Options (Aggregated) 3,650,000 7

Substantial holders

The following are the substantial holders in the Company and their respective relevant interests as per their last substantial holding notices given to the Company:

ANDREY SHIRBEN
YIFAT SHIRBEN
FOLLOW THE SEED AUSTRALIA P/L (FOLLOW THE SEED ILP0000146)
SYD VENTURES INC
RICH ORIENTAL COMPANY LIMITED
RODNEY BISHOP
UBS NOMINEES PTY LTD
JONATHAN BEARE
PROTO INVESTMENT PARTNERS PTY LTD
Ordinary shares
% of total
Number held shares issued
441,236
0.42
44,952
0.04
9,045,007
8.59
2,171,488
2.06
168,000
0.16
Ordinary shares
% of total
Number held shares issued
441,236
0.42
44,952
0.04
9,045,007
8.59
2,171,488
2.06
168,000
0.16
11,870,683 11.27
11,000,000
6,924,787
6,876,798
6,021,072
10.45
6.58
6.53
5.72

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

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.

There are no other classes of equity securities that confer voting rights.

Securities subject to ASX imposed escrow

There were no equity securities subject to ASX imposed escrow at 22 September 2020.

64