JAYRIDE GROUP LIMITED — Interim / Quarterly Report 2019

Feb 27, 2019

Jayride Group Limited Appendix 4D Half-year report

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1. Company details

Name of entity: Jayride Group Limited ABN: 49 155 285 528 Reporting period: For the half-year ended 31 December 2018 Previous period: For the half-year ended 31 December 2017

2. Results for announcement to the market

The Company has adopted Accounting Standards AASB 9 'Financial Instruments' and AASB 15 'Revenue from Contracts with Customers' for the half-year ended 31 December 2018. The Accounting Standards were adopted using the transitional rules which allowed for comparatives not to be adjusted

			$
Net revenue	up	78.8% to	1,419,435
Loss from ordinary activities after tax attributable to the owners of Jayride
Group Limited	up	38.6% to	(4,336,740)
Loss for the half-year attributable to the owners of Jayride Group Limited	up	38.6% to	(4,336,740)

Dividends

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

Comments

The loss for the Company after providing for income tax amounted to $4,336,740 (31 December 2017: $3,129,520).

3. Net tangible assets

Net tangible assets per ordinary security	Reporting period Cents 1.73	Previous period Cents 7.05

4. Control gained over entities

Not applicable.

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

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

Previous period

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

Jayride Group Limited Appendix 4D Half-year report

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7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

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

Not applicable.

10. Audit qualification or review

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

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

11. Attachments

Details of attachments (if any):

The Interim Report of Jayride Group Limited for the half-year ended 31 December 2018 is attached.

12. Signed

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Signed _________

Date: 28 February 2019

Rodney Bishop Managing Director Sydney

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Jayride Group Limited ABN 49 155 285 528

Interim Report - 31 December 2018

Jayride Group Limited
Contents
31 December 2018
Directors' report	2
Auditor's independence declaration	3
Statement of profit or loss and other comprehensive income	4
Statement of financial position	5
Statement of changes in equity	6
Statement of cash flows	7
Notes to the financial statements	8
Directors' declaration	15
Independent auditor's review report to the members of Jayride Group Limited	16

1

Jayride Group Limited Directors' report 31 December 2018

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The directors present their report, together with the financial statements, on the Company for the half-year ended 31 December 2018.

Directors

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

Andrey Shirben - Chairman Rodney Bishop - Managing Director Zhongyuan (Ross) Lin Samuel Saxton Yifat Shirben Jamila Gordon

Principal activities

The principal operating activity during the financial half-year was the provision of systems and technology for the comparison and booking of passenger ground transport services around the world. The Company's e-commerce website, jayride.com, provides seamless transport experiences for travellers to compare and book with over 3,000 transport companies, servicing destinations including over 1,000 airports across North America, Europe, Middle East, Asia and the Pacific.

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

Review of operations

The Company increased its revenue during the half-year to $1,419,435 (31 December 2017: $793,835), an increase of 78.8% compared to the corresponding period.

The loss for the Company after providing for income tax amounted to $4,336,740 (31 December 2017: $3,129,520).

The performance was in line with the Company’s strategy to grow revenue through market capture including increased capital allocation into developing its technological advantage, building team capabilities and improving unit economics for future economic returns at scale.

Significant changes in the state of affairs

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

Auditor's independence declaration

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

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

On behalf of the directors

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Rodney Bishop Managing Director

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_________ Andrey Shirben Chairman

28 February 2019 Sydney

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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

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Jayride Group Ltd for the half year ended 31 December 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• (ii) any applicable code of professional conduct in relation to the review.

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RSM AUSTRALIA PARTNERS

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J S CROALL

Partner

Dated: 28 February 2019 Melbourne, Victoria

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

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3

Liability limited by a scheme approved under Professional Standards Legislation

Jayride Group Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2018

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Note Revenue Commission and fees booked Interest revenue calculated using the effective interest method Total revenue Advertising and marketing costs Advertising and marketing costs Corporate costs Corporate costs Operational costs Employee and contractor costs Other operating costs Total operational costs Growth costs Engineering costs not capitalised Employee and contractor costs Share-based payments expense Other growth costs Total growth costs not capitalised Other costs Impairment of receivables Depreciation and amortisation Currency movements Interest expense Total other costs Total operating costs Loss before income tax expense Income tax expense Loss after income tax expense for the half-year attributable to the owners of Jayride Group Limited Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year attributable to the owners of Jayride Group Limited Basic earnings per share 10 Diluted earnings per share 10	31 Dec 2018 $ 1,410,275 9,160	31 Dec 2017 $ 778,950 14,885 793,835 (664,174) - (435,283) (459,504) (894,787) (158,001) (814,824) (1,091,370) (157,609) (2,221,804) (21,365) (115,427) - (5,798) (142,590) (3,923,355) (3,129,520) - (3,129,520) - (3,129,520) Cents (5.06) (5.06)
	1,419,435
	(1,329,839)
	(387,000)
	(718,555) (547,962)
	(1,266,517)
	(270,907) (1,109,157) (634,026) (396,496)
	(2,410,586)
	(16,814) (336,478) (7,065) (1,876)
	(362,233)
	(5,756,175)
	(4,336,740) -
	(4,336,740) -
	(4,336,740)
	Cents (5.73) (5.73)

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

4

Jayride Group Limited Statement of financial position As at 31 December 2018

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Note Assets Current assets Cash and cash equivalents Trade and other receivables 4 Goods and services tax receivable Research and development receivable Prepayments Total current assets Non-current assets Deposits and bank guarantees Plant and equipment Capitalised technology costs 5 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Contract liabilities Employee benefits Future transport payments Total current liabilities Non-current liabilities Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital 6 Shareholder funds 7 Share-based payments reserve Accumulated losses Total equity	31 Dec 2018 $ 2,288,708 663,378 109,706 - 68,194	30 Jun 2018 $ 3,560,216 628,080 31,877 853,544 74,956 5,148,673 323,890 211,785 2,201,726 2,737,401 7,886,074 1,092,134 - 140,278 498,834 1,731,246 44,530 44,530 1,775,776 6,110,298 15,902,025 - 1,724,634 (11,516,361) 6,110,298
	3,129,986
	343,890 238,546 2,677,784
	3,260,220
	6,390,206
	1,631,937 45,615 173,805 498,390
	2,349,747
	42,027
	42,027
	2,391,774
	3,998,432
	16,170,343 1,625,475 2,090,342 (15,887,728)
	3,998,432

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

5

Jayride Group Limited Statement of changes in equity For the half-year ended 31 December 2018

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Balance at 1 July 2017 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Share-based payments Convertible notes issued Balance at 31 December 2017 Balance at 1 July 2018 Adjustment for change in accounting policy (note 3) Balance at 1 July 2018 - restated Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Share-based payments (note 11) Transfer on issue of shares to employees Shareholders funds received' (note 8) Balance at 31 December 2018	Issued capital $ 5,694,278 - -	Shareholder funds $ - - -	Convertible notes reserve $ 168,400 - -	Share-based payments reserve $ 592,548 - -	Accumulated losses $ (5,753,669) (3,129,520) -	Total equity $ 701,557 (3,129,520) - (3,129,520) 8,627,295 1,091,370 (168,400) 7,122,302 Total equity $ 6,110,298 (34,627) 6,075,671 (4,336,740) - (4,336,740) 634,026 - 1,625,475 3,998,432
	- 8,627,295 - -	- - - -	- - - (168,400)	- - 1,091,370 -	(3,129,520) - - -
	14,321,573	-	-	1,683,918	(8,883,189)
	Issued capital $ 15,902,025 -	Shareholder funds $ - -	Convertible notes reserve $ - -	Share-based payments reserve $ 1,724,634 -	Accumulated losses $ (11,516,361) (34,627)
	15,902,025 - -	- - -	- - -	1,724,634 - -	(11,550,988) (4,336,740) -
	- 227,602 40,716 -	- - - 1,625,475	- - - -	- 406,424 (40,716) -	(4,336,740) - - -
	16,170,343	1,625,475	-	2,090,342	(15,887,728)

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

6

Jayride Group Limited Statement of cash flows For the half-year ended 31 December 2018

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Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Grants received Interest received Interest and other finance costs paid Net cash used in operating activities Cash flows from investing activities Payments for plant and equipment Payments for capitalised technology costs 5 Payments for security deposits Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial half-year	31 Dec 2018 $ 1,503,413 (4,119,840) 837,864 9,160 (1,876)	31 Dec 2017 $ 578,960 (2,785,653) - 14,285 - (2,192,408) (109,277) (378,044) - (487,321) 7,199,795 (409,644) 6,790,151 4,110,422 804,720 (8,633) 4,906,509
	(1,771,279)
	(57,848) (1,043,475) (20,000)
	(1,121,323)
	1,707,975 (82,500)
	1,625,475
	(1,267,127) 3,560,216 (4,381)
	2,288,708

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

7

Jayride Group Limited Notes to the financial statements 31 December 2018

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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 1101 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 28 February 2019.

Note 2. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2018 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the policies stated below.

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. Refer to note 3 for further details of the impact of the material standards.

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 of $4,336,740 (31 December 2017: $3,129,520) and had net cash outflows from operating activities of $1,771,279 (31 December 2017: $2,192,408) for the half year ended 31 December 2018. As at that date the Company had net current assets of $780,239 (30 June 2018: $3,417,427) and net assets of $3,998,432 (30 June 2018: $6,110,298).

The Directors believe that it is reasonably foreseeable that the Company will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial statements after consideration of the following factors:

• the cashflow forecast shows the Company has sufficient funds to meet it commitments over the 12 months from the date of this report, which takes into account a reduction of employee and contractor costs (25 workers) in the growth section of the profit or loss and other comprehensive income who were contributing to the internationalisation of the platform;

• the Company has the ability to raise further capital if required;

• the Company is able to decrease discretionary spend on technology and other growth assets without affecting the operations of the Company; and

• the Company has signed a term sheet for a $3,000,000 debt facility (see note 12).

8

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 2. Significant accounting policies (continued)

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.

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 initially recognised as deferred revenue in the form of a separate refund liability.

Rendering of services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.

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.

Other revenue

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

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.

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.

9

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 3. Restatement of comparatives on adoption of new accounting standards

Adoption of AASB 9 'Financial Instruments'

The Company has adopted AASB 9 from 1 July 2018, using the transitional rules not to restate comparatives. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income ('OCI'). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available.

'Interest revenue' is no longer included in 'Revenue' note and is now shown separately on the face of the statement of profit or loss and other comprehensive income.

There was no other material change on adoption of this standard.

Adoption of AASB 15 'Revenue from Contracts with Customers'

The Company has adopted AASB 15 from 1 July 2018, using the modified retrospective method of adoption, not to restate comparatives. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period.

The adoption of this standard resulted in a transitional date adjustment, 1 July 2018, to opening accumulated losses of $34,627, with a corresponding increase in contract liabilities, in respect of revenue received but subsequently refunded due to the passenger not using the booking made.

Reclassification

To align with current period disclosure, the following reclassifications were made with no net affect to profit or loss:

• 'refunded commission and fees booked' has been reclassified to 'commission and fees booked';

• interest revenue previously classified as 'other revenue' is now shown separately on the face of profit or loss; and

• impairment of receivables previously classified as 'other operating costs' is now shown separately on the face of profit or loss.

10

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 4. Current assets - trade and other receivables

Trade receivables Less: Allowance for expected credit losses (30 June 2018: Provision for impairment)	31 Dec 2018 $ 695,413 (32,035)	30 Jun 2018 $ 686,009 (57,929)
	663,378	628,080

Allowance for expected credit losses

The Company has recognised a loss of $16,814 in profit or loss in respect of the expected credit losses for the year ended 31 December 2018.

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

Expected credit loss rate 31 Dec 2018 % Not overdue 1.37% Less than 3 months overdue 4.65% 3 to 6 months overdue 11.54% Over 6 months overdue 37.53% Note 5. Non-current assets - capitalised technology costs Capitalised technology costs Less: Accumulated amortisation	Carrying amount 31 Dec 2018 $ 527,126 82,694 42,996 42,597	Allowance for expected credit losses 31 Dec 2018 $ 7,241 3,845 4,962 15,987
	695,413	32,035
	31 Dec 2018 $ 3,452,887 (775,103)	30 Jun 2018 $ 2,671,438 (469,712)
	2,677,784	2,201,726

Note 5. Non-current assets - capitalised technology costs

Reconciliations

Reconciliation of the written down value at the beginning and end of the current financial half-year are set out below:

Balance at 1 July 2018 Additions Disposals Amortisation expense Balance at 31 December 2018	$ 2,201,726 1,043,475 (262,025) (305,392)
	2,677,784

11

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 6. Equity - issued capital

31 Dec 2018 Shares Ordinary shares - fully paid 76,140,594 Movements in ordinary share capital Details Date Balance 1 July 2018 Issue of shares to employees 31 August 2018 Issue of shares to employees 29 November 2018 Balance 31 December 2018 Note 7. Equity - shareholder funds Shareholder funds	31 Dec 2018 Shares 76,140,594		30 Jun 2018 Shares 75,575,283	31 Dec 2018 $ 16,170,343	30 Jun 2018 $ 15,902,025
			Shares 75,575,283 86,628 478,683	Issue price $0.47 $0.48 31 Dec 2018 $ 1,625,475	$ 15,902,025 40,716 227,602 16,170,343
			76,140,594
					30 Jun 2018 $ -

The shareholder funds represents funds received of $1,707,975 net of transaction costs of $82,500 in December 2018. On 3 January 2019, 3,972,035 ordinary shares were issued at $0.43 per share.

Note 8. Equity - dividends

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

Note 9. Contingent liabilities

The Company has given bank guarantees as at 31 December 2018 of $343,890 (30 June 2018: $323,890) to various landlords.

Note 10. Earnings per share

Loss after income tax attributable to the owners of Jayride Group Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share	31 Dec 2018 $ (4,336,740)	31 Dec 2017 $ (3,129,520)
	Number 75,718,266	Number 61,850,321
	75,718,266	61,850,321
	Cents (5.73) (5.73)	Cents (5.06) (5.06)

18,712,936 options and 3,600,000 performance options have been excluded from the above calculation as their inclusion would be anti-dilutive.

12

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 11. Share-based payments

During the half-year the Company granted the following options to key executives and directors:

		Number of
		options
	Vesting	granted
Key executives	Divided into 47 tranches and vest continuously over the 47 month vesting period,	2,378,198
	expiry date 30/06/2023.
Class A (Directors)	Divided into 10 tranches, paid after each quarter, and vesting continuously until 1	1,800,000
	January 2021, expiry date 30 June 2021.

The expense recognised during the half-year was $377,707.

During the half-year the Company granted 1,800,000 performance options to the managing director, as follows:

		Number of
		performance
Director performance		options
option class	Vesting condition	granted
Class B	The share price being at or above $0.55 per share at any time on or before the expiry	300,000
	date, 31/12/2021
Class C	The share price being at or above $0.60 per share at any time on or before the expiry	300,000
	date, 31/12/2021
Class D	The share price being at or above $0.65 per share at any time on or before the expiry	300,000
	date, 31/12/2021
Class E	The share price being at or above $0.80 per share at any time on or before the expiry	300,000
	date, 31/12/2021
Class F	The share price being at or above $0.95 per share at any time on or before the expiry	300,000
	date, 31/12/2021
Class G	The share price being at or above $1.10 per share at any time on or before the expiry	300,000
	date, 31/12/2021

The expense recognised during the half-year was $28,717.

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

Class /
Expected			Share price						Fair value
average			at grant	Exercise	Expected	Dividend		Risk-free	at grant
vesting period	Grant date	Expiry date	date	price	volatility	yield		interest rate	date
Key exec.	01/09/2018	30/06/2023	$0.40	$0.53	85.00%		-	2.62%	0.222
A (Directors)	28/11/2018	30/06/2021	$0.48	$0.50	85.00%		-	2.62%	0.229
B 0.63 years	28/11/2018	31/12/2021	$0.48	$0.55	85.00%		-	2.62%	0.223
C 0.93 years	28/11/2018	31/12/2021	$0.48	$0.60	85.00%		-	2.62%	0.216
D 1.19 years	28/11/2018	31/12/2021	$0.48	$0.65	85.00%		-	2.62%	0.210
E 1.75 years	28/11/2018	31/12/2021	$0.48	$0.80	85.00%		-	2.62%	0.192
F 2.10 years	28/11/2018	31/12/2021	$0.48	$0.95	85.00%		-	2.62%	0.177
G 2.33 years	28/11/2018	31/12/2021	$0.48	$1.10	85.00%		-	2.62%	0.164

Issue of shares

Also during the half-year the Company issued 478,683 shares and the expense recognised was $227,602.

13

Jayride Group Limited Notes to the financial statements 31 December 2018

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Note 12. Events after the reporting period

On 3 January 2019, 3,972,035 ordinary shares were issued at $0.43 per share, as detailed in note 7.

As at the date of signing this report, the Company has signed a term sheet with a financier to provide the Company with a $3,000,000 debt facility. The terms are currently being negotiated. Further details will be announced to ASX once finalised.

No other matter or circumstance has arisen since 31 December 2018 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.

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Jayride Group Limited Directors' declaration 31 December 2018

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In the directors' opinion:

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

• the attached financial statements and notes give a true and fair view of the Company's financial position as at 31 December 2018 and of its performance for the financial half-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.

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

On behalf of the directors

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Rodney Bishop Managing Director 28 February 2019 Sydney

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_________ Andrey Shirben Chairman

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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 REVIEW REPORT

TO THE MEMBERS OF

JAYRIDE GROUP LTD

We have reviewed the accompanying half-year financial report of Jayride Group Ltd (“the Company”) which comprises the interim statement of financial position as at 31 December 2018, the interim statement of profit or loss and other comprehensive income, interim statement of changes in equity and the interim statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that 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.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the entity’s financial position as at 31 December 2018 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Jayride Group Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

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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

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Liability limited by a scheme approved under Professional Standards Legislation

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Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations act 2001 , which has been given to the directors of Jayride Group Ltd, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Conclusion

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

• (a) giving a true and fair view of the entity’s financial position as at 31 December 2018 and of its performance for the half-year ended on that date; and

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

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RSM AUSTRALIA PARTNERS

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J S CROALL Partner

Dated: 28 February 2019 Melbourne, Victoria

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