2022 ANNUAL REPORT

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Acknowledgment of Country

TYMLEZ acknowledges the Traditional Custodians of the lands on which we operate and pay our respects to Elders past, present, and emerging.

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1 2022 Highlights
2 Chairman’s Letter
3 Leadership Team
4 Operational Updates
5 Financials
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2022 Highlights

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New Partnerships

Eight new partnerships formed
First commercial agreement signed, since TYMLEZ’s relaunch in 2021, with Magnum Mining and Exploration

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New Strategy

Focus on Guarantee of Origin and Carbon Tokenisation
Strong with participants engagement across global markets and industries (including aviation, maritime, and mining industries)

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New Board of Directors

New Board of Directors with industry experience and complementary skills

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Equity Raised

AU$2 million raised
Supported by existing shareholders, including the Board

TYMLEZ Partners

Chairman’s Letter

Dear Shareholders,

We are pleased to present the TYMLEZ Annual Report 2022. Through the commitment and hard work of our dedicated team here at TYMLEZ, we were able to achieve several critical milestones, including the formation of eight new strategic partnerships with organisations across the globe, and the signing of our first commercial agreement since the Company’s relaunch in late 2021.

During the year we announced a critical partnership with the HBAR Foundation which had led to an integration of the TYMLEZ Platform with the open-source Guardian on Hedera. This new relationship has helped the Company accelerate its development timeframes, allowing TYMLEZ to focus on commercialising its technology. By actively working with the Hedera sustainability ecosystem, through the contribution of open-source software, TYMLEZ was able to successfully launch its first customer project on Hedera’s Mainnet.

The year also saw a refresh of our Board of Directors. The Board was delighted to welcome Rhys Evans and Eglantine Etiemble as independent non-executive directors. Combined, Rhys and Eglantine bring a wealth of experience, knowledge and relevant skill sets.

Our outlook for 2023 is to continue the development of our key relationships built in 2022 in global markets where there is an increasing interest for our products to enable a wide variety of infrastructure and green energy projects to verify carbon offsets and provide guarantee of origin. With this, we are seeing a significant emerging interest in TYMLEZ’s technology offering in the aviation, maritime, and mining industries.

We are excited about the work we are doing and the meaningful impact that we can make towards a decarbonised future.

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Jason Conroy Independent Chairman

Leadership Team

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Daniel O’Halloran CEO (Acting)

A highly respected start-up executive Daniel has taken multiple businesses from concept to commercial success in numerous markets across the globe. Having spent the early part of his career on the front line of the energy market, Daniel has set about applying his skill set to the TYMLEZ team and has taken the helm for the Company’s next stage of business development and growth.

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Eglatine Etiemble Non-Executive Director

Eglantine has a solid track record in delivering projects as diverse as new operating model design and implementation, transformation through technology, mergers and acquisitions, and introduction of new ways of working and inhouse innovation incubators. She has, in parallel to her corporate career, launched a start-up project aiming at accelerating the adoption of new skills and network in the Australian market.

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Jason Conroy

Independent Chairman

Jason is a leader in the power, utilities and infrastructure sectors in Australia. His expertise is in managing and growing long-term contracted and regulated energy utilities, financing and constructing energy infrastructure projects, corporate finance, M&A, capital management and transformation.

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Rhys Evans Non-Executive Director

Rhys is a skilled legal advisor with extensive corporate and commercial experience gained during a period over 25 years working in large, medium and boutique law firms. He has also worked as senior in-house counsel for companies operating in the technology, banking and financial services sectors.

OPERATIONAL UPDATES

New Partnerships

HBAR Foundation

In 2022, TYMLEZ entered into a strategic partnership with the HBAR Foundation, which was accompanied by a US$1 million (approx. AU$1.4 million) grant from the HBAR Foundation’s Sustainability Impact Fund.

This partnership has led to a robust integration of the TYMLEZ Platform with the open-source Guardian on Hedera; leveraging TYMLEZ’s ability to offer verified, encrypted carbon relevant data to develop the world’s most secure, trusted and scalable, carbon reporting solutions for Guarantee of Origin (GO) solutions and Voluntary Carbon Market (VCM) ecosystems.

The collaboration with the HBAR Foundation has also allowed TYMLEZ to accelerate the rollout of these solutions with industry partners and governments in both Australia and abroad. There is no doubt that the capability of the TYMLEZ Platform has been enhanced with the support of HBAR Foundation’s grant as well as Hedera’s innovative technology.

During the year, TYMLEZ has been actively working with the Hedera sustainability ecosystem through the contribution of open-source software. Its contributions allow new ecosystem members such as carbon credit marketplaces to more easily join the platform, allowing TYMLEZ to offer seamless integration with carbon markets and exchanges. The culmination of these contributions has allowed TYMLEZ to launch its first customer project on Hedera’s Mainnet, where all carbon emissions reporting is validated by nodes operated by Hedera’s Governing Council members.

TYMLEZ is the first project in the world on the Hedera network utilising the Guardian on the Hedera Mainnet for the creation of carbon emission tokens in production.

Queensland Government

TYMLEZ previously announced a project with the Queensland Government to pilot the TYMLEZ Platform in utilising Behind-The-Meter (BTM) energy monitoring devices capturing site-wide energy usage. This past year, TYMLEZ successfully demonstrated the TYMLEZ Energy Footprint Solution at the Cohort Innovation Space, located in the Gold Coast Health and Knowledge Precinct. This was overwhelmingly acclaimed by the Queensland Government, the main stakeholder. The success of the demonstration is an indicator of the initial effective progress on the key component of the TYMLEZ Platform pilot, which accelerates and promotes the growing collaboration with the Queensland Government.

Throughout the demonstration, TYMLEZ illustrated the strength of the Smart Energy Data Solution which provide a centralised energy footprint from across the site, enabling Cohort to make smarter energy asset investment and operational decisions to reduce costs and achieve key carbon reduction targets via the distributed ledger technology powered TYMLEZ Platform.

The solution developed as part of the pilot also captures key carbon related metrics to produce

an accurate, verified carbon footprint of the site. Going beyond static emission factors, which are updated on a yearly basis, TYMLEZ has developed a robust pipeline for ingesting the local grid emission factor from AEMO, where live data is pulled every 15 minutes of all generators to determine the mix of renewable energy on the grid, ultimately creating a real-time carbon emissions factor. This allows the Government and Cohort to track their actual carbon footprint and to implement strategies to reduce their output or to generate offsets.

The TYMLEZ Platform also delivers solar production forecasting through the use of solar radiation data, combined with geo-spacial mapping of the roof-space, overlayed with information on the expected generation capabilities of a specific solar panel type. This allows stakeholders to determine solar requirements and to analyse the effects solar systems will have on the net carbon output of the site, before a single panel is installed.

The demonstration allowed the Queensland Government to acquire a comprehensive understanding of the strengths of the TYMLEZ Platform and how it can be incorporated into other initiatives around the State.

Lloyd’s Register and Safetytech Accelerator

After a competitive selection process involving some 30 other parties, TYMLEZ was selected to collaborate with Lloyd’s Register Maritime Decarbonisation Hub and Safetytech Accelerator to conduct a commercial feasibility study to determine the best process for assuring the greenhouse gas footprint of low-carbon fuels such as green hydrogen and green ammonia for maritime use.

This study was successfully completed in Q1, 2023 and Safetytech Accelerator published a whitepaper, with TYMLEZ featuring in a webinar from Safetytech. Through projects like this, TYMLEZ hopes to actively contribute towards the development of an industry standard in the certification of green hydrogen and green ammonia for the maritime industry.

The project included a six-month set term and TYMLEZ was paid a fee by Safetytech Accelerator to cover costs associated with the project including resources and materials. Any potential future projects regarding this matter will be covered under a separate agreement.

Magnum Mining and Exploration

TYMLEZ entered into a partnership with Magnum Mining and Exploration Limited (Magnum), to provide guarantee of origin for green pig iron. This is the Company’s first commercial agreement since its relaunch in late 2021.

Green steel is becoming increasingly important as end-users throughout the globe seek to decarbonise their operations across their supply chains. Green pig iron is a core component to the production of green steel and the TYMLEZ Platform will transparently and verifiably generate investment grade guarantee of origin certificates for each tonne of green pig iron produced by Magnum.

This agreement signals the commencement of a long-term partnership between TYMLEZ and Magnum. It focuses on the delivery of a digital twin of Magnum’s green pig iron facility in Nevada, USA, which will allow Magnum to provide verification to its customers for each tonne of green pig iron, as well as providing real-time carbon reporting for operational decision making and reporting. Payment to TYMLEZ will be through a cost-recovery fee for service, including costs for development and hosting of the solution.

Aerospace Malaysia Innovation Centre

In late 2022, TYMLEZ entered into a MOU with Aerospace Malaysia Innovation Centre (AMIC) to define a scope for the guarantee of origin for sustainable aviation fuel.

The goal of AMIC is to bring together the world’s leading solutions providers to deliver new and innovative solutions to the aviation industry, notably through working with its lead partners Airbus, Rolls Royce, and Composite Technology Research Malaysia.

Sustainable aviation fuel, or SAF, is set to be the key driver in the decarbonisation of the aviation sector - by transforming sustainable feedstocks into fuel to power aircrafts across the globe. According to fuel producers, it could potentially reduce overall carbon emissions by 80% or more. The aviation industry currently contributes 1.9% of all global greenhouse emissions, a figure which is expected to increase as air travel continues to grow.

TYMLEZ’s Guarantee of Origin solution enables sustainable aviation fuel producers to accurately report on the carbon emissions of their products from across the full value chain by integrating directly with IoT devices and sensors from across plants and vehicles, which enables trust and helps eliminate the risk of greenwashing.

XBourse

TYMLEZ entered into a partnership with XB Market Ventures (XBourse) for the development of one of the world’s first regulated carbon marketplaces.

Under the MOU, TYMLEZ will enable XBourse Marketplace participants to have pre-trade verification of the carbon credit provenance via the immutable digital record of the credit certification process and the examination of the underlying credit characteristics. This process is currently fragmented and essentially paper and legacy technology bound. Digitising the process will remove significant frictional barriers to adoption and increase transparency.

Using the TYMLEZ digital verification solution and the XBourse digital trading processes will accelerate investor participation in nascent nature-based solution marketplaces. Globally, business consultancy, McKinsey, estimates that over US$100 trillion will need to be spent to achieve 2050 net zero. By comparison, the market capitalization of global markets that report to the World Federation of Exchanges is currently around US$100 trillion. Therefore, the market opportunity for regulated, exchange-traded nature-based and decarbonization solutions is significant.

XBourse intends to further enhance the Carbon Credit Marketplace by developing tokenised instruments (Nature Based Tokens) that will encourage direct investments in underlying naturebased carbon abatement projects. The marketplace could be expanded to include biodiversity rights, water rights, green hydrogen guarantees of origin and other credits derived from naturebased solutions.

Tolam Earth

TYMLEZ has partnered with Tolam Earth to collaborate on a first-of-its-kind project that will provide end-to-end assurance over the creation of carbon credits for sale on a distributed ledger enabled marketplace.

Tolam Earth has developed a carbon marketplace to deliver transparent, digitally sourced and auditable carbon credits from around the world, all built on the same Hedera distributed ledger network which TYMLEZ uses for its solutions. Tolam Earth’s marketplace combats many of the issues currently facing legacy marketplaces, primarily the lack of trust and transparency in some trading systems. Tolam Earth is a subsidiary of Object Computing, a leader in technology consultancy and development.

Through its partnership with TYMLEZ, Tolam Earth is looking to create one of the world’s most trusted carbon marketplaces by providing unrivalled trust through the sale of transparent and auditable carbon credits which will be generated by the TYMLEZ Digital Measure Reporting and Verification (dDMRV) platform. With both TYMLEZ and Tolam Earth building upon the Hedera network, one of the world’s most used enterprise-grade public distributed ledger networks, transaction costs will be minimal, allowing for investors of all sizes to purchase carbon credits from the marketplace.

TYMLEZ’s partnership with Tolam Earth is a leap forward in carbon market transparency and trust. By providing only high-quality carbon credits generated by the TYMLEZ Platform, institutional investors can trust in the carbon credits which they are purchasing.

Natural Carbon

TYMLEZ has partnered with Natural Carbon and natural asset management platform Cecil on a project to create tokens backed by ACCUs generated by the ‘Olkola Ajin – Olkola Fire Project’ – a project managed by the Olkola Aboriginal Corporation. The goal of the project is to add an additional layer of trust to ACCUs through transparent tokenisation on the TYMLEZ Platform, increasing carbon market opportunities and innovation for these credits.

TYMLEZ has developed a world-leading offset tokenisation solution that will be used to generate tokens in accordance with the Clean Energy Regulator’s carbon farming legislation. Operating on

the Hedera network, the solution creates a token representing each ACCU, allowing them to be recorded on the distributed ledger in a secure and immutable fashion. This process increases the transparency of ACCUs, decreases market friction and reduces transaction costs. The project is set to showcase the value that can be unlocked through trusted tokenisation and will focus on the end-to-end lifecycle of a tokenised carbon credit from creation and sale to retirement.

The goal of Natural Carbon is to scale global investment into community-led nature-based solutions that remove carbon, increase natural capital, and improve local livelihoods in a fair way. Through its partnerships, Natural Carbon is bringing together leaders in sustainability focused solutions that will allow First Nations and local communities to maximise the value from their carbon assets through product innovation and opening new carbon markets.

Other News

European Operations Consolidation

Earlier in 2022, the Company consolidated its European operations through the relocation of key roles to Australia and the closure of its German office. This change corresponds to the successful relocation of corporate headquarters from Amsterdam to the Gold Coast Health and Knowledge Precinct in Queensland Australia the previous year, which was supported by a grant from the Council of the City of the Gold Coast.

Participation at the United Nations COP27

TYMLEZ presented at the 2022 United Nations COP27 conference in Sharm El-Sheikh, Egypt. TYMLEZ featured in two prominent speaking events including one inside the UN Blue Zone.

Completion of an Equity Raise

Supported by existing shareholders and the TYMLEZ Board of Directors, TYMLEZ completed a A$2m equity raise in November 2021.

The equity raise is being used to pursue revenue-generating client contracts and continue the development of the Company’s product offering to market.

Technology Development

In 2022, the technology focus was on internal product development. TYMLEZ has built its platform on:

Data Integration, Ingestion and Transformation;
3rd Party / Decentralised Assurance; and
Independently Verifiable Reports.

As such TYMLEZ’s platform covers the following 3 service areas:

IoT & IIoT Enabled Data Ingestion Pipelines
Blockchain enabled policy workflow engine
Blockchain based audit level reporting

These services enable the dMRV, Trusted Tokenisation and reporting.

Additionally, there has been a focus on building out TYMLEZ’s library of IoT and Service connectors, this encourages re-use of already developed components across multiple projects.

FINANCIALS

Tymlez Group Limited ABN 37 622 817 421

Consolidated Financial Statements For the Year Ended 31 December 2022

Tymlez Group Limited

ABN 37 622 817 421

For the Year Ended 31 December 2022

	Page
Consolidated Financial Statements
Corporate Governance Statement	1
Directors' Report	2
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001	21
Consolidated Statement of Profit or Loss and Other Comprehensive Income	22
Consolidated Statement of Financial Position	23
Consolidated Statement of Changes in Equity	24
Consolidated Statement of Cash Flows	25
Notes to the Financial Statements	26
Directors' Declaration	64
Independent Audit Report	65
Additional Information for Listed Public Companies	69

Tymlez Group Limited

Corporate Governance Statement For the Year Ended 31 December 2022

Tymlez Group Limited and the Board are committed to achieving and demonstrating the highest standards of corporate governance. Tymlez Group Limited has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council, to the extent that such principles and recommendations are applicable to an entity of the size and structure of the Company.

The Company has formulated its own Corporate Governance policies and practices using the ASX Principles and Recommendations as a guide.

The Board reviews on an ongoing basis, the corporate governance policies and structures that the Company has in place to ensure that these are appropriate for the size and structure of the Company and nature of its activities, and that these policies and structures continue to meet the corporate governance standards that the Board is committed to.

The 2022 corporate governance statement is dated as at 31 December 2022 and reflects the corporate governance practices in place throughout the 2022 financial year. The 2022 corporate governance statement will be approved by the Board on 31 March 2023. A description of the Group's current corporate governance practices is set out in the Group's corporate governance statement which can be viewed at https://www.tymlez.com/governance/ and should be read in conjunction with the recent Company announcements on the ASX website.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

The directors present their report, together with the consolidated financial statements of the Group, being Tymlez Group Limited ("the Company") and its controlled entities, for the financial year ended 31 December 2022.

Information on directors

The names, qualifications, experience and special responsibilities of each person who has been a director during the year and to the date of this report are:


Daniel O'Halloran Experience Interest in shares and options Special responsibilities Other current directorships in listed entities Other directorships in listed entities held in the previous three years Jason Conroy Qualifications Experience Interest in shares and options Special responsibilities Other current directorships in listed entities Other directorships in listed entities held in the previous three years		Daniel is an experienced board member, energy industry executive and investor, with more than 13 years experience consulting in the transmission power grid sector. As founder and CEO of a number of successful energy transmission companies, he has worked closely with major utility asset owners in Australian, Canadian and American markets to maximise grid and green energy integration. Daniel's investment strategies are deeply driven by innovation, sustainability and positive social impact, with current investments and advisory roles that sit mainly in renewable energy, bio tech, agri tech and AI. 36,150,963 ordinary shares; 1,261,363 listed options (TYMO); 35,044,424 unlisted options Appointed Chief Executive Officer and Managing Director on 1 October 2020; Stepped down as Chief Executive Officer on 31 August 2022; Appointed as Executive Chairman on 1 September 2022 - 30 March 2023; and Appointed as Acting Chief Executive Officer on 1 January 2023 N/A N/A Master of Business Administration (MBA); Bachelor of Commerce (Accounting); and Fellow of Chartered Accountants Australia and New Zealand Jason is an experienced CFO and non-executive director in the energy, infrastructure, and renewables sectors. 2,500,000 ordinary shares; 7,500,000 unlisted options Non-Executive Director; Chair of Audit and Risk Committee (from 1 November 2021); Member of Nominations and Remuneration Committee (from 1 September 2022 2022); Acting Non-Executive Chairman (from 1 December 2021 to 31 August 2022); Chair of Nominations and Remuneration Committee (from 1 November 2021 to 10 March 2022); Non-Executive Chairman (from 30 March 2023) N/A Verdant Minerals Ltd (ASX: VRM) (resigned 18 June 2019)

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

Information on directors (continued)

	)	)

Rhys George Evans Qualifications Experience Interest in shares and options Special responsibilities Other current directorships in listed entities Other directorships in listed entities held in the previous three years Eglantine Florence Suzanne Etiemble Qualifications Experience Interest in shares and options Special responsibilities Other current directorships in listed entities Other directorships in listed entities held in the previous three years Luca Febbraio Interest in shares and options Special responsibilities Other current directorships in listed entities Other directorships in listed entities held in the previous three years		(Appointed 7 February 2022) LLB, Law Rhys Evans is a skilled legal advisor with extensive corporate and commercial experience gained during a period over 25 years of working in large, medium and boutique firms and in-house for companies operating in the technology, banking and financial services sectors. 1,105,498 ordinary shares; 7,500,000 unlisted options Non-Executive Director; and Chair of Nominations and Remuneration Committee (from 11 March 2022) N/A N/A (Appointed 29 June 2022) Commerce BA (Oxford Brookes University -UK and Excelia- FR); Digital Business Strategy (MIT); and AICD Graduate Eglantine has a solid track record in delivering projects as diverse as new operating model design and implementation, transformation through technology, mergers and acquisitions, introduction of new ways of working and in-house innovation incubators and has, in parallel to her corporate career, launched a start-up project aiming at accelerating the adoption of new skills and network in the Australian market. Eglantine is currently the CTO of PEXA, the operator of the world’s first digital property exchange platform, where she oversees Technology and International expansion. Prior to this, she spent four years leading the digital transformation of another iconic Australian brand, DuluxGroup, as the Executive General Manager of IT and Digital. Passionate about diversity, Eglantine has been actively involved as a mentor with asylum seekers and women in IT organisations. 2,500,000 ordinary shares; 7,500,000 unlisted options Non-Executive Director; Member of Audit and Risk Committee; and Member of Nominations and Remuneration Committee N/A N/A (Resigned 22 August 2022) 2,500,000 ordinary shares as at the date of resignation Former Non-Executive Director; Former Member of Audit and Risk Committee; and Former Member of Nominations and Remuneration Committee N/A N/A

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Information on directors (continued)

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Company secretary

The following persons held the position of Company secretary at the end of the financial year:

Mr Justyn Peter Stedwell has been the company secretary since 13 November 2017. Mr Stedwell resigned as company secretary on 4 February 2022.
Ms Belinda Cleminson was appointed company secretary on 3 September 2021. Subsequent to year end, Ms Cleminson stepped down as company secretary on 1 January 2023.
Mr Jonathan Hart was appointed company secretary on 1 January 2023. Mr Hart holds a Bachelor of Laws and Commerce and has 20+ years of corporate advisory experience. Mr Hart's experience includes initial public offerings, reverse takeovers, due diligence investigations, general corporate and commercial drafting, public and private mergers and acquisitions, general corporate advice in relation to capital raisings, Corporations Act and ASX compliance, Australian Financial Services Licenses, managed investment schemes and anti-money laundering compliance.

Principal activities and significant changes in nature of activities

The Group is a pioneer in the development and delivery of carbon reporting and guarantee of origin solutions. The Group provides companies across the globe with world-class solutions designed to empower them in their decarbonidation journeys.

There were no significant changes in the nature of the Group's principal activities during the financial year, other than those outlined in "Significant Changes in State of Affairs" below.

Operating results

The consolidated loss of the Group after providing for income tax amounted to $4,506,896 (2021: $3,646,443).

Dividends paid or recommended

No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made.

Review of operations

Some operational highlights for the Group in the year ended 31 December 2022 included the following:

New strategic partnerships
Eight new partnerships formed in 2022
First commercial agreement signed, since TYMLEZ's relaunch in 2021, with Magnum Mining & Exploration
Strengthened Board of Directors
Appointment of Executive Chairman

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Review of operations (continued)

New Board of Directors with industry experience
Expansion into the US market
New US Entity established in 2022
Completion of an equity raise
AU$2,023,154 before costs successfully raised
Supported by existing shareholders, including the Board
Capital discipline
Clear focus on managing costs and improving efficiencies

Significant changes in state of affairs

The following significant changes in the state of affairs of the parent entity occurred during the financial year:

i) Issue of 3,000,000 unlisted options with an exercise price of $0.015 expiring on 31 December 2023 as settlement of an outstanding debt owing to Sequoia Corporate Finance Pty Ltd ("Sequoia");
ii) Issue of 15,789,624 unlisted options with an exercise price of $0.015 expiring on 28 June 2026 pursuant to the Employee Share Option Plan ("ESOP");
iii) Issue of 4,400,000 unlisted options with an exercise price of $0.016 expiring on various dates between 29 March 2026 and 15 November 2026 pursuant to the ESOP;
iv) Issue of 2,500,000 fully paid ordinary shares at $0.017 each in lieu of directors fees;
v) Issue of 13,637 fully paid ordinary shares at $0.065 each upon exercise of options;
vi) Issue of 7,500,000 unlisted options with an exercise price of $0.024 expiring on 23 August 2026 to a director, subsequent to receiving shareholders approval at an Extraordinary General Meeting ("EGM") held on 23 August 2023;
vii) Issue of 7,500,000 unlisted options with an exercise price of $0.0285 expiring on 23 August 2026 to a director, subsequent to receiving shareholders approval at an EGM held on 23 August 2023;
viii) Issue of 7,500,000 unlisted options with an exercise price of $0.045 expiring on 23 August 2026 to a director, subsequent to receiving shareholders approval at an EGM held on 23 August 2023;
ix) Issue of 899,021 fully paid ordinary shares at $0.03 each in lieu of directors fees; and
x) Issue of 101,157,704 fully paid ordinary shares at $0.02 under private placement.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Matters or circumstances arising after the end of the period

On 1 January 2023, the Group's Executive Chairman, Mr Daniel O'Halloran, was appointed as Acting Chief Executive Officer (CEO). Pursuant to the executed employment agreement, Mr O'Halloran is entitled to a fixed remuneration of $100,000 per annum plus superannuation. This amount is exclusive of the remuneration and incentives being granted in his role as Executive Chairman under the employment agreement effective from 1 September 2022.

On 1 January 2023, Ms Belinda Cleminson stepped down as Company Secretary of the Group and was replaced by Mr Jonathan Hart.

Mr Daniel O'Halloran resigned as Acting CEO on 30 March 2023, giving 2 months' notice on that date as per the executed employment agreement, and his resignation will be effective 31 May 2023. On the same day, he also resigned as Executive Chairman and this will be effective immediately. It is the Group's intention to retain Mr O'Halloran as an advisor for a period to be agreed beyond 31 May 2023 to assist the Board with a number of business development initiatives that are underway and also assist with handover to a new CEO when appointed. The global search for a new CEO is currently in progress. The Group's non-executive director, Mr Jason Conroy, has been appointed as Non-Executive Chairman.

Except for the above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years.

Future developments and results

Likely developments in the operations of the Group and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the Group.

Environmental matters

The Group's operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory.

Meetings of directors

During the financial year, 15 meetings of directors (including committees of directors) were held. Committee meetings for the financial year were conducted as part of the Board meeting. No separate committee meetings were held. Attendances by each director during the year were as follows:


Daniel O'Halloran	Directors' Meetings
	Number eligible to attend	Number attended
	15	15
Jason Conroy	15	15
Rhys George Evans (Appointed 7 February 2022) Eglantine Florence Suzanne Etiemble (Appointed 29 June 2022) Luca Febbraio (Resigned 22 August 2022)	14	14
	8	8
	9	9

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

Indemnification and insurance of officers and auditors

On 22 November 2022, the Group renewed its directors and officers insurance. This policy remains in force at the date of this Report. No indemnities have been given for any person who is, or has been, an officer of the Group.

The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance contracts as such disclosure is prohibited under the terms of the contract.

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

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

Options

At the date of this report, the unissued ordinary shares of Tymlez Group Limited under option are as follows:

			n are as follows:

Grant Date 15 November 2019 03 December 2019 27 December 2019 29 May 2020 14 July 2020 11 August 2020 04 September 2020 14 September 2020 17 September 2020 09 October 2020 14 October 2020 30 July 2021 17 June 2021 02 July 2021 08 December 2021 08 December 2021 08 December 2021 08 December 2021 08 December 2021 23 August 2022 23 August 2022 23 August 2022	Date of Expiry 31 December 2023 31 December 2023 31 December 2023 31 December 2023 31 December 2023 25 August 2023 31 December 2023 31 December 2023 31 December 2023 31 December 2023 31 December 2023 30 November 2024 31 December 2023 28 June 2026 15 November 2026 05 August 2026 29 March 2026 05 July 2026 15 September 2026 23 August 2026 23 August 2026 23 August 2026	Exercise Price $0.065 $0.065 $0.065 $0.065 $0.065 $0.055 $0.065 $0.065 $0.065 $0.065 $0.065 $0.035 $0.015 $0.015 $0.016 $0.016 $0.016 $0.016 $0.016 $0.024 $0.029 $0.045	Number under Option 13,863,638 1,204,544 1,910,505 1,084,182 1,500,000 1,560,000 12,720,524 750,000 100,000 1,000,000 250,000 51,805,530 3,000,000 15,789,624 880,000 880,000 880,000 880,000 880,000 7,500,000 7,500,000 7,500,000
			133,438,547

Details of option issues

Option holders do not have any rights to participate in any issues of shares or other interests in the Company or any other entity.

For details of options issued to directors and other key management personnel as remuneration during the year ended 31 December 2022, please refer to the remuneration report.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

During the year ended 31 December 2022, the following ordinary shares of Tymlez Group Limited were issued on the exercise of options granted. No further shares have been issued since that date. No amounts are unpaid on any of these shares.

		Exercise	Number of Shares
	Grant Date	Price	Issued
04	September 2020	$ 0.065	13,637

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

Proceedings on behalf of Company

No person has applied for leave of court under Section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Company or 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 any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Remuneration report (audited)

The remuneration report, which has been audited, outlines the Director and executive remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Group directly or indirectly, including all directors.

Principles used to determine the nature and amount of remuneration

The performance of the Group depends upon the quality of its Directors and Executives. To prosper, the Group must attract, motivate and retain highly skilled Directors and Executives. To that end, the Group embodies the following principles in its remuneration framework:

Provide competitive rewards to attract high calibre executives;
Focus on creating sustained shareholder value;
Placing a portion of executive remuneration at risk, dependent upon meeting predetermined performance benchmarks; and
Differentiation of individual rewards commensurate with contribution to overall results and according to individual accountability, performance and potential.

The Board's policy for determining the nature and amount of remuneration for Key Management Personnel ("KMP") for the Group is based on the following:

The remuneration policy is to be developed and approved by the Board after professional advice is sought from independent external consultants (where applicable);
All executive KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and performance incentives, where appropriate;
Performance incentives (in the form of a cash bonus) are generally only paid once predetermined key performance indicators (KPIs) have been met;

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Principles used to determine the nature and amount of remuneration (continued)

Apart from those detailed in this report no other share based/options incentives have been offered to KMP during this reporting financial year; and
The Board, which also serves as the remuneration committee, reviews the remuneration packages annually by reference to the Group's performance, executive performance and comparable information from industry sectors.

All remuneration paid to KMP is valued at the cost to the Group and expensed.

KMP or closely related parties of KMP are prohibited from entering hedge arrangements that would have the effect of limiting the risk exposure relating to their remuneration. In addition, the Board's remuneration policy prohibits Directors and KMP from using the Group's shares as collateral in any financial transaction.

Engagement of remuneration consultants

During the year, the Group did not engage any remuneration consultants.

Remuneration structure

The structure of Non-Executive, Executive Director and Senior Management remuneration is separate and distinct.

A. Non-Executive Director Remuneration

The Board's policy is to remunerate Non-Executive Directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders.

Each Director receives a fee for being a Director of the Group. In addition, the director's service agreements also has provisions to allow the Board, in its absolute discretion and as it considers appropriate, at any time during the Director's term in office, to grant or issue to the Director (or his nominee), options or shares:

a) with or without vesting conditions;
b) for such amount of cash consideration, which may be NIL cash consideration; and
c) otherwise on such terms and conditions (including, where appropriate, exercise and expiry date).

The grant of share based payments to Directors is always subject to the Company obtaining any applicable regulatory and/or shareholder approvals, as required under the ASX Listing Rules and/or the Corporations Act 2001 .

B. Senior Management and Executive Director Remuneration

The Group aims to reward Executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group to:

Reward Executives for the Group, business unit and individual performance against targets set by reference to appropriate benchmarks;
Align the interests of Executives with those of shareholders;

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Principles used to determine the nature and amount of remuneration (continued)

Link reward with the strategic goals and performance of the Group;
Ensure total remuneration is competitive by market standards; and
Executive remuneration is designed to support the Group's reward philosophies and to underpin the Group's growth strategy. The program comprises the following available components:
Fixed remuneration component; and
Variable remuneration component including cash bonuses paid, as well as options issued under the Employee Share Options Plan (ESOP).

Fixed Remuneration

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

Variable Remuneration

The performance of KMP is measured against criteria agreed annually with each Executive. All bonuses and incentives must be linked to predetermined performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth.

The objective of the Short-Term Incentive ("STI") program is to link the achievement of the Group's operational targets with the remuneration received by the executives charged with meeting those targets. The total potential STI available is set at a level to provide sufficient incentive to achieve the operational targets and such that the cost to the Group is reasonable.

Actual STI payments granted depend on the extent to which specific operating targets are met. The operational targets consist of a number of Key Performance Indicators (KPIs) covering both financial and non-financial measures of performance.

On an annual basis, the individual performance of each executive is rated and taken into account when determining the amount, if any, of the short-term incentive pool allocated to each executive. The aggregate of annual STI payments available for executives across the Group are usually delivered in the form of a cash bonus.

The long-term incentives ('LTI') include long service leave and share-based payments. Options are awarded to executives over a period of two to three years based on long-term incentive measures. These include market capitalisation measures, share price measures over a specific period, and achievement of continuous employment hurdle period of service. The Board has reviewed the long-term equity-linked performance incentives specifically for executives during the year ended 31 December 2022.

Relationship between remuneration policy and company performance

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. The Group aims to align management remuneration to the strategic and business objectives and the creation of shareholder wealth. However, these are not necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to KMPs. As a consequence, there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

The following table shows the gross revenue, profits and dividends for the last 36 months for the Group, as well as the share prices at the end of the respective financial years.

	2022	2021	2020	2019
	$	$	$	$
Revenue	71,852	-	-	306,921
Net Profit/(Loss)	(4,506,896)	(3,646,443)	(3,654,032)	(6,719,585)
Share Price at Year-end	0.02	0.03	0.08	0.04
Dividends Paid (cents)	-	-	-	-

Details of remuneration

Details of the remuneration of key management personnel are set out in the tables in the following pages.

Key Management Personnel - Directors and Executives

The key management personnel ("KMP") of the Group consisted of the following Directors and executives during the year:

Non-Executive Directors	Position
Jason Conroy Non-Executive Chairman (from 30 March 2023); Non- Executive Director Rhys Evans (Appointed 7 February 2022) Non-Executive Director Eglantine Etiemble (Appointed 29 June 2022) Non-Executive Director Luca Febbraio (Resigned 22 August 2022) Non-Executive Director
Executive Directors	Position
Daniel O'Halloran Acting CEO (From 1 January 2023); Executive Chairman (1 September 2022 - 30 March 2023); Chief Executive Officer (Until 31 August 2022)
Executives	Position
Dan Voyce (Appointed 28 June 2021) Chief Technology Officer Maciek Kiernikowski (Appointed 1 August 2022; Resigned 23 November 2022) Chief Innovation Officer (1-31 August 2022); Chief Executive Officer (1 September - 23 November 2022)

Key Management Personnel - Employment and Service Agreements

Employment and Service Agreements - Mr Daniel O'Halloran (Acting CEO (from 1 January 2023); Executive Chairman (1 September 2022 - 30 March 2023); Former CEO (until 31 August 2022))

Chief Executive Officer (CEO) contract until 31 August 2022

Mr O'Halloran's remuneration pursuant to his employment contract was $275,000 per year (inclusive of superannuation). In addition to his annual remuneration, Mr O'Halloran is also entitled to incentive options for NIL consideration, subject to the achievement of the following vesting conditions:

17,522,212 options will vest when the volume-weighted average price (VWAP) is greater than or equal to 5 cents for 30 trading days; and
a further 17,522,212 options will vest when the VWAP greater than or equal to 10 cents for 30 trading days.

Mr O'Halloran's employment may be terminated by either party giving 6 calendar months’ notice in writing to the other party. Mr O'Halloran stepped down as CEO on 31 August 2022.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Details of remuneration (continued)

Executive Chairman contract from 1 September 2022

With effect from 1 September 2022, Mr O'Halloran stepped down as Chief Executive Officer and was appointed Executive Chairman. Pursuant to the executed employment contract, Mr O'Halloran is entitled to an annual remuneration of $250,000 plus superannuation. In addition to his annual remuneration, Mr O'Halloran is also entitled to incentive options for NIL consideration, subject to the achievement of the following vesting conditions:

5,000,000 options will vest when the VWAP is 0.15 cents over 15 consecutive trading days with an exercise price per option payable by Mr O'Halloran calculated at the price of the 15 day VWAP prior to the date of signing ($0.0318); and
a further 5,000,000 options will vest when the VWAP is 0.20 cents over 15 consecutive trading days with an exercise price per option payable by Mr O'Halloran calculated at the price of the 15 day VWAP prior to the date of signing ($0.0318).

Mr O'Halloran's employment in this role may be terminated by either party giving 3 calendar months' notice in writing to the other party.

Subsequent to year end, Mr O'Halloran resigned as Executive Chairman with effect from 30 March 2023.

Acting CEO contract from 1 January 2023

Mr O'Halloran was appointed Acting CEO of the Company from 1 January 2023. In this role, Mr O'Halloran is entitled to an annual remuneration of $100,000 per annum plus superannuation. This amount is exclusive of the remuneration and incentives being granted in his role as Executive Chairman.

Mr O'Halloran's employment in this role may be terminated by either party giving 2 calendar months' notice in writing to the other party. Subsequent to year end, Mr O'Halloran tendered his resignation as Acting CEO on 30 March 2023. Pursuant to the termination clause in the employment contract, he has given 2 months' notice and his resignation will be effective on 31 May 2023.

Director's Service Agreement - Mr Jason Conroy (Non-Executive Chairman (from 30 March 2023); Non-Executive Director)

The Company entered into a Director's Service Agreement with Mr Jason Conroy on 1 November 2021 in relation to his appointment as Non-Executive Director of the Company. Pursuant to this agreement, Mr Conroy is entitled to directors’ fees of $75,000 per annum, inclusive of superannuation, in equal monthly installments, in cash. Further, as Mr Conroy is chair of the Audit and Risk Committee, as well as a member of the Nominations and Remuneration Committee, he is entitled to additional fees of $10,000 per annum and $5,000 per annum, respectively, during his term of service in these roles.

During the year, the shareholders' approved a resolution at an EGM held on 23 August 2022, to issue 7,500,000 unlisted options for NIL consideration to Mr Conroy. These options were issued to Mr Conroy on 19 September 2022. These options are subject to the achievement of the following vesting conditions:

1,875,000 options will vest when the Company achieves a share price of $0.05 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Conroy of $0.024 per option;
a further 1,875,000 options will vest when the Company achieves a share price of $0.075 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Conroy of $0.024 per option;
another 1,875,000 options will vest when the Company achieves a share price of $0.10 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Conroy of $0.024 per option; and

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Details of remuneration (continued)

the last 1,875,000 options will vest when the Company achieves a share price of $0.125 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Conroy of $0.024 per option.

Mr Conroy has been appointed Non-Executive Chairman from 30 March 2023.

Director's Service Agreement - Mr Rhys Evans (Non-Executive Director) - Appointed 7 February 2022

The Company entered into a Director's Service Agreement with Mr Rhys Evans on 7 February 2022 in relation to his appointment as Non-Executive Director of the Company. Pursuant to this agreement, Mr Evans is entitled to directors’ fees of $75,000 per annum, inclusive of superannuation, in equal monthly installments. Further, as Mr Evans is chair of the Nominations and Remuneration Committee, he is entitled to additional fees of $10,000 per annum during his term of service in this role.

Pursuant to the executed service agreement, Mr Evans's Non-Executive Director fee for the first 12 months is accrued and paid, in arrears, at the end of each 6 month period, either in cash or shares. The conversion shares is subject to shareholders approval and will be calculated based on the accrued amount and the closing price of shares on Mr Evans' commencement date (that is, $0.030).

During the year, the shareholders' approved a resolution at an EGM held on 23 August 2022, to issue 7,500,000 unlisted options for NIL consideration to Mr Evans. These options were issued to Mr Evans on 19 September 2022. These options are subject to the achievement of the following vesting conditions:

1,875,000 options will vest when the Company achieves a share price of $0.05 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Evans of $0.045 per option;
a further 1,875,000 options will vest when the Company achieves a share price of $0.075 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Evans of $0.045 per option;
another 1,875,000 options will vest when the Company achieves a share price of $0.10 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Evans of $0.045 per option; and
the last 1,875,000 options will vest when the Company achieves a share price of $0.125 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Mr Evans of $0.045 per option.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Details of remuneration (continued)

Director's Service Agreement - Ms Eglantine Etiemble (Non-Executive Director) - Appointed 29 June 2022

The Company entered into a Director's Service Agreement with Ms Eglantine Etiemble on 29 June 2022 in relation to her appointment as Non-Executive Director of the Company. Pursuant to this agreement, Ms Etiemble is entitled to directors’ fees of $75,000 per annum, inclusive of superannuation, in equal monthly installments, in cash. Further, as Ms Etiemble is a member of both the Audit and Risk Committee, as well as the Nominations and Remuneration Committee, she is entitled to additional fees of $5,000 per annum per committee during her term of service in these respective roles.

During the year, the shareholders' approved a resolution at an EGM held on 23 August 2022, to issue 7,500,000 unlisted options for NIL consideration to Ms Etiemble. These options were issued to Ms Etiemble on 19 September 2022. These options are subject to the achievement of the following vesting conditions:

1,875,000 options will vest when the Company achieves a share price of $0.05 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Ms Etiemble of $0.0285 per option;
a further 1,875,000 options will vest when the Company achieves a share price of $0.075 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Ms Etiemble of $0.0285 per option;
another 1,875,000 options will vest when the Company achieves a share price of $0.10 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Ms Etiemble of $0.0285 per option; and
the last 1,875,000 options will vest when the Company achieves a share price of $0.125 based on the VWAP over a consecutive period of 20 market trading days (during which the Company's shares have been traded) with an exercise price payable by Ms Etiemble of $0.0285 per option.

Director's Service Agreement - Mr Luca Febbraio (Former Non-Executive Director) - Resigned 22 August 2022

The Company entered into a Director's Service Agreement with Mr Luca Febbraio on 1 November 2021 in relation to his appointment as Non-Executive Director of the Company. Pursuant to this agreement, Mr Febbraio was entitled to directors’ fees of $75,000 per annum. Further, as Mr Febbraio was a member of both the Audit and Risk Committee, as well as the Nominations and Remuneration Committee, he was entitled to additional fees of $5,000 per annum per committee during his term of service in these respective roles.

Pursuant to the executed service agreement, Mr Febbraio's fee for the first 12 months was to be accrued and paid, in arrears, at the end of each 6 month period, either in cash or shares. The conversion shares is subject to shareholders approval and will be calculated based on the accrued amount and the closing price of shares on Mr Febbraio's commencement date (that is, $0.017).

Further, Mr Febbraio entered into a Consultancy Agreement with the Company commencing on 1 February 2022 for business development consultancy services to the Company in addition to his non-executive Director role. This agreement has a term of 12 months and remuneration is as follows:

for the period up to 31 May 2022, $200 (excluding GST) per hour at not less than 30 hours for each calendar month;
for the period 1 June 2022 to the end of the contract, $200 per hour (excluding GST) for the number of hours that the Company and Mr Febbraio mutually agree upon.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Details of remuneration (continued)

Both the Director's Service Agreement and Consultancy Agreement was terminated upon Mr Febbraio's resignation on 22 August 2022.

Employment Agreement - Mr Dan Voyce (Chief Technology Officer) - Appointed 28 June 2021

Tymlez Pty Ltd has entered into an Employment Contract with Mr Dan Voyce on 28 June 2021 in relation to his appointment as Chief Technology Officer of the Group. Pursuant to such agreement, Mr Voyce shall be entitled to an annual remuneration of $280,000 (plus superannuation at the superannuation guarantee rate).

In addition to his annual remuneration, Mr Voyce is also entitled to incentive options for NIL consideration, subject to the achievement of the following vesting conditions:

that number of incentive options equal to 50% of 1.6% of the post capital raise share capital will vest when the Company first achieves an average market capitalisation of at least A$70 million over any period of 30 days within 36 months from the commencement date;
that number of incentive options equal to 10% of 1.6% of the post capital raise share capital will vest if Mr Voyce remains employed by Tymlez Pty Ltd for 12 months after the commencement date;
that number of incentive options equal to 20% of 1.6% of the post capital raise share capital will vest if Mr Voyce remains employed by Tymlez Pty Ltd for 24 months after the commencement date; and
that number of incentive options equal to 20% of 1.6% of the post capital raise share capital will vest if Mr Voyce remains employed by Tymlez Pty Ltd for 36 months after the commencement date.

Employment Agreement - Mr Maciek Kiernikowski (Former Chief Executive Officer (1 September - 23 November 2022))

Mr Kiernikowski was appointed CEO on 1 September 2022. Pursuant to the employment agreement, Mr Kiernikowski was entitled to an annual remuneration of $350,000 (plus superannuation at the superannuation guarantee rate). Mr Kiernikowski resigned as CEO on 23 November 2022.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Remuneration details for the year 31 December 2022

The following table of benefits and payment details, in respect to the financial year, the components of remuneration for each member of the key management personnel of the Group.

Table of benefits and payments

Table of benefits and payments
2022 Directors Executive Directors: Daniel O'Halloran Non-Executive Directors: Jason Conroy Rhys Evans Eglantine Etiemble Luca Febbraio Other KMP Dan Voyce Maciek Kiernikowski Total*	Short Term Employment Benefits Cash Salary and Fees $ Leave Provision $ Cash Bonus $ 266,907 (6,815) - 87,288 - - 42,411 - - 38,462 - - 14,725 - - 280,000 2 -			Post- Employment Benefits Superannuation Contributions $ 27,139 8,963 7,285 4,038 - 24,476	Share Based Payments Shares/Options $ 128,938 11,017 37,554 10,933 42,500 69,932	Total $ 416,169 107,268 87,250 53,433 57,225 374,410
	120,325	-	-	8,206	-	128,531
	850,118	(6,813)	-	80,107	300,874	1,224,286

Luca Febbraio is the owner of Zero CO2 Pty Ltd ("Zero CO2") which performed some consultancy work for the Group during the year. During the year (until his resignation as director of the Group on 22 August 2022), Zero CO2 received a total of $30,716 in consultancy fees.The consultancy fees is not included in Luca's cash salary and fees in the table.

2021

Directors


Executive Directors: Daniel O'Halloran Jitze Jongsma Non-Executive Directors: Jason Conroy Luca Febbraio Wayne Clay Tim Ebbeck Other KMP Dan Voyce Stephen Daniel Friel Total*	236,930	13,980	-	23,248	57,285	331,443
	236,183	-	-	-	11,000	247,183
	14,394 11,364 69,228 62,372 145,384 31,908	- - - - 6,878 -	- - - - - -	1,439 - - - 12,374 2,854	4,234 4,234 48,186 48,186 37,605 20,575	20,067 15,598 117,414 110,558 202,241 55,337
	807,763	20,858	-	39,915	231,305	1,099,841

During the year ended 31 December 2021, an accrual for the apportionment of the vesting amount of share based payments of $4,234 each was raised. However, as these share based payments were subject to shareholders' approval, no options had been issued by the Group to Jason Conroy or Luca Febbraio as at 31 December 2021. During the year ended 31 December 2022, these proposed options were withdrawn and new director options were approved to be issued at an EGM held on 23 August 2022.

** Wayne Clay is the owner of Claytec Pty Ltd ("Claytec") which performed some consultancy work for the Group during the year. During the year (until his resignation as director of the Group on 30 November 2021), Claytec received a total of $37,823 in consultancy fees.The consultancy fees is not included in Wayne's cash salary and fees in the table.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Remuneration details for the year (continued) 31 December 2022

*** As at 31 December 2021, no options have been issued by the Group to Dan Voyce. These amounts have been accrued as at the year end date.

None of the remuneration paid to key management personnel for the year ended 31 December 2022 is related to the performance of the Group (31 December 2021: None).

Changes in KMP

There were no changes to key management personnel since the end of the financial year, except for the following:

Appointment of Mr Daniel O'Halloran as Acting CEO on 1 January 2023. Mr O'Halloran remains as Executive Chairman.

Cash performance-related bonuses

There were no cash bonuses granted as remuneration during the year that was paid or payable to key management personnel.

Securities received that are not performance related

No members of key management personnel are entitled to receive securities which are performance-based as part of their remuneration package. All of the share-based payments related to directors fees taken as shares/options or director options which were approved for issue by the shareholders.

Options and rights granted

Grant Date 01 September 2022 23 August 2022 23 August 2022	details No. Value $ 10,000,000 13,292 7,500,000 11,017 7,500,000 10,583	details No. Value $ 10,000,000 13,292 7,500,000 11,017 7,500,000 10,583	For the financial year ended 31 December 2022 Lapsed No. Vested No. Unvested No. - - 10,000,000 - - 7,500,000 - - 7,500,000	For the financial year ended 31 December 2022 Lapsed No. Vested No. Unvested No. - - 10,000,000 - - 7,500,000 - - 7,500,000	For the financial year ended 31 December 2022 Lapsed No. Vested No. Unvested No. - - 10,000,000 - - 7,500,000 - - 7,500,000	Overall Vested % Unvested % Lapsed % - 100.00 - - 100.00 - - 100.00 -	Overall Vested % Unvested % Lapsed % - 100.00 - - 100.00 - - 100.00 -	Overall Vested % Unvested % Lapsed % - 100.00 - - 100.00 - - 100.00 -
23 August 2022	7,500,000	10,933	-	-	7,500,000	-	100.00	-

02 July 2021	15,789,624	69,932	-	-	15,789,624	-	100.00	-
	48,289,624	115,757	-	-	48,289,624

As these share based payments are subject to shareholders' approval, no shares or options have been issued by the Group to Daniel O'Halloran during the year ended 31 December 2022.

** These options were granted during the year ended 31 December 2021 but were issued during the year ended 31 December 2022. Accordingly, the fair value of the options have been accrued since the year ended 31 December 2021.

There were no options held by key management personnel have been exercised during the years ended 31 December 2022 or 31 December 2021.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Options and rights granted (continued)

Values of the options at grant date were determined using the Black-Scholes and Monte Carlo Simulation method. Refer to Note 20 of the financial statements for further information.

Options granted carry no dividend or voting rights.

All options/rights were issued by Tymlez Group Limited and entitle the holder to ordinary shares in Tymlez Group Limited for each option/right exercised.

There have not been any alterations to the terms or conditions of any share based payment arrangements since grant date.

Key management personnel options and rights holdings

The number of options in Tymlez Group Limited held by each Key Management Personnel and their related parties up to and including the financial year end is as follows:


31 December 2022 Directors Executive Directors: Daniel O'Halloran Non-Executive Directors: Jason Conroy Rhys Evans Eglantine Etiemble Luca Febbraio Other KMP Dan Voyce Maciek Kiernikowski *Total	Balance at beginning of year No. 36,305,787 10,000,000 - - 10,000,000 15,745,770 -	Granted as remuneration No. - 7,500,000 7,500,000 7,500,000 - - -	Accrued/ Adjusted No. 10,000,000 (10,000,000) - - (10,000,000) 43,854 -**	Lapsed No. - - - - - - -	Market acquisitions No. - - - - - - -	Other changes No. - - - - - - -*	Balance at the end of year No. 46,305,787 7,500,000 7,500,000 7,500,000 - 15,789,624 -	Vested during the year No. - - - - - 1,578,962 -	Vested and exercisable No. 1,261,363 - - - - 1,578,962 -
	72,051,557	22,500,000	(9,956,146)	-	-	-	84,595,411	1,578,962	2,840,325

These changes represent the holdings associated with the named personnel when they were appointed or on the date of resignation as key management personnel. These do not represent the disposal or purchase of options.

** The following transactions are included in the accrued/adjusted column:

Daniel O'Halloran is entitled to 10,000,000 unlisted options, subject to various vesting conditions, pursuant to his Executive Chairman agreement with the Company. As this is subject to shareholders' approval, no options have been issued to Daniel as at 31 December 2022. An accrual for the apportionment of the vesting amount of share based payments of $13,292 was raised as at the year end date.
During the year ended 31 December 2021, an accrual for the apportionment of the vesting amount of share based payments of $4,234 (10,000,000 options) each was raised. However, as these share based payments were subject to shareholders' approval, no options had been issued by the Group to Jason Conroy or Luca Febbraio as at 31 December 2021. During the year ended 31 December 2022, these proposed options were withdrawn and new director options were approved to be issued at an EGM held on 23 August 2022.
The 43,854 unlisted options included relates to the difference between the number of options accrued for during the year ended 31 December 2021 and the actual number of options that were issued during the year ended 31 December 2022.

ABN 37 622 817 421

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Key management personnel shareholdings

The number of ordinary shares in Tymlez Group Limited held by each Key Management Personnel and their related parties up to and including the financial year end is as follows:

31 December 2022 Directors Executive Directors: Daniel O'Halloran Non-Executive Directors: Jason Conroy Rhys Evans Eglantine Etiemble Luca Febbraio Other KMP Dan Voyce Maciek Kiernikowski Total	Balance at start of year 36,150,963 - - - - -	Market acquisitions - 2,500,000 - 2,500,000 - -	Share based payment - - 899,021 - 2,500,000 -	Market disposals - - - - - -	Other changes during the year - - 206,477 - (2,500,000) -*	Balance at end of year 36,150,963 2,500,000 1,105,498 2,500,000 - -
	-	-	-	-	-	-
	36,150,963	5,000,000	3,399,021	-	(2,293,523)	42,256,461

These changes represent the holdings associated with the named personnel when they were appointed or on the date of resignation as key management personnel. These do not represent the disposal or purchase of shares.

KMP related party transactions

The Group did not undertake any transactions during the year with:

Key management personnel (KMP), except for those stated below;
A close member of the family of that person; or
An entity over which the key management person or family member has, directly or indirectly, control, joint control or significant influence.

Tymlez Group Limited

ABN 37 622 817 421

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Transactions (excluding loans)
Transaction type	Terms and conditions*	Name of KMP	Amount
			$
Luca Febbraio is the owner of Zero CO2 Pty
Ltd ("Zero CO2") which performed some
consultancy work for the Group during the
year until his resignation as director of the
Group on 22 August 2022. Zero CO2 did not
perform any consultancy work subsequent to
Luca's resignation as director:
- Consultancy fees	N/A	Luca Febbraio	30,716

The transactions are on normal commercial terms and conditions no more favourable than those available to other parties.

Income and expenses related to KMP transactions

Transaction type Consultancy fees	Expense recognised $ 30,716

End of Audited Remuneration Report

Auditor's independence declaration

The lead auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 , for the year ended 31 December 2022 has been received and can be found on page 21 of the consolidated financial report.

Non-audit services

No non-audit services were provided by the auditor during the year.

Auditor

HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001 .

This director's report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors.

Acting CEO: ................................................................................................................................................................................ Daniel O'Halloran Non-Executive Chairman: ........................................................................................................................................................... Jason Conroy

Dated this 31st day of March 2023

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the consolidated financial report of Tymlez Group Limited for the year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(a) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(b) any applicable code of professional conduct in relation to the audit.

This declaration is in relation to the Tymlez Group Limited and the entities it controlled during the period.

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HLB Mann Judd Chartered Accountants

Michael Gummery Partner

Melbourne 31 March 2023

hlb.com.au

HLB Mann Judd (VIC Partnership) ABN 20 696 861 713

Level 9, 550 Bourke Street, Melbourne VIC 3000 | GPO Box 2850, Melbourne VIC 3001 T: +61 (0) 3 9606 3888 F: +61 (0) 3 9606 3800 E: [email protected] Liability limited by a scheme approved under Professional Standards Legislation.

HLB Mann Judd (VIC Partnership) is a member of HLB International, the global advisory and accounting network

Tymlez Group Limited

ABN 37 622 817 421

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Year Ended 31 December 2022

Note 4 4 5 5 6 18 17	2022 $ 71,852 484,287 (2,625,277) (90,174) (731,411) (218,166) (117,518) (38,730) (616,148) (67,203) (66,969) (158,363) (306,054) (27,022)	2021 $ - 373,779 (2,010,059) - (841,942) - (136,008) (98,108) (461,480) (97,126) - (36,996) (312,564) (26,161)
	(4,506,896) -	(3,646,665) 222
	(4,506,896)	(3,646,443)
	- (3,002)	- 903
	(3,002)	903
	(4,509,898)	(3,645,540)
	(4,506,896)	(3,646,443)
	(4,506,896)	(3,646,443)
	(4,509,898)	(3,645,540)
	(4,509,898)	(3,645,540)


7	(0.45)	(0.56)

7	(0.45)	(0.56)

7	(0.45)	(0.56)

7	(0.45)	(0.56)

The accompanying notes form part of these financial statements.

ABN 37 622 817 421

Tymlez Group Limited

Consolidated Statement of Financial Position As At 31 December 2022

Note ASSETS CURRENT ASSETS Cash and cash equivalents 8 Trade and other receivables 9 Other assets 10 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangible assets 11 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 12 Borrowings 13 Employee benefits 15 Contract liabilities 14 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings 13 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 16 Reserves 17 Accumulated losses 18 TOTAL EQUITY	2022 $ 2021 $ 2,702,596 4,960,227 183,373 218,063 179,852 219,281
	3,065,821 5,397,571
	38,955 -
	38,955 -
	3,104,776 5,397,571
	505,593 746,267 364,566 319,397 68,040 52,473 226,084 138,411
	1,164,283 1,256,548
	- 150,620
	- 150,620
	1,164,283 1,407,168
	1,940,493 3,990,403

	25,302,324 23,218,766 (3,579,550) (3,677,178) (19,782,281) (15,551,185)
	1,940,493 3,990,403

The accompanying notes form part of these financial statements.

Tymlez Group Limited

ABN 37 622 817 421

Consolidated Statement of Changes in Equity

For the Year Ended 31 December 2022

Note 18	Issued Capital $	Accumulated Losses $	Foreign Currency Translation Reserve $	Option Reserve $	Deferred Consideration Shares Reserve $	Common Control Reserve $	Total $
	23,218,766 -	(15,551,185) (4,506,896)	149,822 -	3,105,024 -	- -	(6,932,024) -	3,990,403 (4,506,896)

17	-	-	(3,002)	-	-	-	(3,002)
	-	(4,506,896)	(3,002)	-	-	-	(4,509,898)


16 17 17 17 17 18	2,081,845 - - 1,713 -	- - - - 275,800	- - - - -	- 162,553 215,590 (1,713) (275,800)	- - - - -	- - - - -	2,081,845 162,553 215,590 - -
	25,302,324	(19,782,281)	146,820	3,205,654	-	(6,932,024)	1,940,493

	16,657,725 -	(12,736,351) (3,646,443)	148,919 -	2,819,160 -	602,019 -	(6,932,024) -	559,448 (3,646,443)

17	-	-	903	-	-	-	903
	-	(3,646,443)	903	-	-	-	(3,645,540)


16 17 17 17	6,561,041 - - -	- - 229,590 602,019	- - - -	- 515,454 (229,590) -	- - - (602,019)	- - - -	6,561,041 515,454 - -
	23,218,766	(15,551,185)	149,822	3,105,024	-	(6,932,024)	3,990,403

The accompanying notes form part of these financial statements.

ABN 37 622 817 421

Tymlez Group Limited

Consolidated Statement of Cash Flows

For the Year Ended 31 December 2022

Note CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers Payments to suppliers and employees Interest received VAT and GST received/(paid) Finance costs Income taxes received/(paid) Receipts from grant income Net cash provided by/(used in) operating activities 19 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issue of shares Net proceeds from/(repayment of) borrowings Payment of lease liabilities Payment of share issue costs Net cash provided by/(used in) financing activities Effects of exchange rate changes on cash and cash equivalents Net increase/(decrease) in cash and cash equivalents held Cash and cash equivalents at beginning of year Cash and cash equivalents at end of financial year 8(a)	2022 $ 77,909 (4,350,115) 5,863 30,435 - - 459,554	2021 $ - (3,394,776) 349 61,344 (2,665) 222 284,743
	(3,776,354)	(3,050,783)

	2,024,040 (475,189) - (14,462)	6,920,738 (294,920) (55,763) (423,790)
	1,534,389	6,146,265

	(15,666)	23,575
	(2,257,631) 4,960,227	3,119,057 1,841,170
	2,702,596	4,960,227

The accompanying notes form part of these financial statements.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

The consolidated financial report covers Tymlez Group Limited and its controlled entities ('the Group'). Tymlez Group Limited is a for-profit Company limited by shares, incorporated and domiciled in Australia.

Each of the entities within the Group prepare their financial statements based on the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

The financial report was authorised for issue by the Directors on 31 March 2023.

Comparatives are consistent with prior years, unless otherwise stated.

1 Basis of Preparation

The financial statements are general purpose financial statements that have been prepared in accordance with the Australian Accounting Standards and the Corporations Act 2001.

These financial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Significant accounting policies adopted in the preparation of these financial statements are presented below and are consistent with prior reporting periods unless otherwise stated.

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 settlement of liabilities in the ordinary course of business, for a period of at least 12 months from the date the financial report is authorised for issue.

As at 31 December 2022, the Group has a net asset position of $1,940,493 (2021: $3,990,403) and its current assets exceed its current liabilities by $1,901,538 (2021: $4,141,023). During the financial year, the Group had cash outflows from operating activities of $3,776,354 (2021: $3,050,783) and a net loss from operating activities of $4,506,896 (2021: $3,646,443).

The Group has prepared a cash flow forecast for the period ending 30 September 2024, which indicates that, without further fundraising, the Group may have insufficient funds to meet its expenditure commitments and to support its current level of corporate overheads. It therefore would need to raise additional funds in order to fund its growth and to continue as a going concern for 12 months from the date of this financial report.

To address the future additional funding requirements of the Group, since 31 December 2022, the directors have undertaken the following initiatives:

Continue to monitor and control the Group’s ongoing working capital requirements and expenditure commitments;
Consider appropriate action to raise further capital; and
Continue management’s focus on maintaining an appropriate level of corporate overheads in line with the Group’s available cash resources.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

1 Basis of Preparation (continued)

Going concern (continued)

Based on past experience, the directors are confident that they will be able to complete the capital raising initiatives that will provide the Group with sufficient funding to meet its minimum expenditure commitments and support the planned level of overhead expenditures, and therefore, determine that it is appropriate to prepared the financial statements on the going concern basis.

In the event that the Group is unable to successfully complete the fundraising referred to above and implement the stated strategies, a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern and therefore whether it will realise assets and discharge liabilities in the normal course of business and at the amounts shown in the financial report.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

2 Summary of Significant Accounting Policies

(a) Basis for consolidation

The consolidated financial statements include the financial position and performance of controlled entities from the date on which control is obtained until the date that control is lost.

Intragroup assets, liabilities, equity, income, expenses and cashflows relating to transactions between entities in the Group have been eliminated in full for the purpose of these financial statements.

Appropriate adjustments have been made to a controlled entity’s financial position, performance and cash flows where the accounting policies used by that entity were different from those adopted by the consolidated entity. All controlled entities have a December financial year end.

A list of controlled entities is contained in Note 22 to the financial statements.

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the parent has control. Control is established when the parent is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.

(b) Business combinations

Business combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases, unless it is a combination involving entities or businesses under common control. The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity.

For transactions meeting the definition of "transactions between entities under common control", the Group accounts for the assets and liabilities of the entities acquired at their pre-combination carrying amount without fair value uplift. The accounting is applied on the basis that there has been no substantive economic change. No goodwill is recognised as part of the transaction, instead, any difference between the cost of transaction and the carrying value of the net asset acquired has been recorded in equity. The acquisition of Tymlez Holding B.V. in the 2017 financial period met the definition of a transaction between entities under common control as per AASB 3 and no fair value uplift was applied.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(b) Business combinations (continued)

The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date.

Goodwill or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater than the consideration, the measurement basis of the net assets are reassessed and then a gain from bargain purchase recognised in profit or loss.

All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities.

Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity then it is not remeasured unless it forms part of provisional accounting adjustment and the settlement is accounted for within equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through profit or loss.

(c) Income Tax

The tax expense/benefit recognised in the consolidated statement of profit or loss and other comprehensive income comprises of current income tax expense plus deferred tax expense.

Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial statements.

Deferred tax is not provided for the following:

The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Taxable temporary differences arising on the initial recognition of goodwill.
Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(c) Income Tax (continued)

Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively.

(d) Leases

At inception of a contract, the Group assesses whether a lease exists - i.e. does the contract convey the right to control the use of an identified asset for a period of time in exchange for consideration.

This involves an assessment of whether:

The contract involves the use of an identified asset - this may be explicitly or implicitly identified within the agreement. If the supplier has a substantive substitution right then there is no identified asset.
The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use.
The Group has the right to direct the use of the asset i.e. decision making rights in relation to changing how and for what purpose the asset is used.

Lessee accounting

The non-lease components included in the lease agreement have been separated and are recognised as an expense as incurred.

Right-of-use asset

At the lease commencement, the Group recognises a right-of-use asset and associated lease liability for the lease term. The lease term includes extension periods where the Group believes it is reasonably certain that the option will be exercised.

The right-of-use asset is measured using the cost model where cost on initial recognition comprises of the lease liability, initial direct costs, prepaid lease payments, estimated cost of removal and restoration less any lease incentives received.

The right-of-use asset is depreciated over the lease term on a straight line basis and assessed for impairment in accordance with the impairment of assets accounting policy.

Lease liability

The lease liability is initially measured at the present value of the remaining lease payments at the commencement of the lease. The discount rate is the rate implicit in the lease, however where this cannot be readily determined then the Group's incremental borrowing rate is used.

Subsequent to initial recognition, the lease liability is measured at amortised cost using the effective interest rate method. The lease liability is remeasured whether there is a lease modification, change in estimate of the lease term or index upon which the lease payments are based (e.g. CPI) or a change in the Group's assessment of lease term.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(d) Leases (continued)

Lease liability (continued)

Where the lease liability is remeasured, the right-of-use asset is adjusted to reflect the remeasurement or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Adoption of short term leases or low value asset exception

Exceptions to lease accounting

The Group has elected to apply the exceptions to lease accounting for both short-term leases (i.e. leases with a term of less than or equal to 12 months) and leases of low-value assets. The Group recognises the payments associated with these leases as an expense on a straight-line basis over the lease term.

(e) Revenue and other income

Revenue from contracts with customers

The core principle of AASB 15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Group expects to receive in exchange for those goods or services. Revenue is recognised by applying a five-step model as follows:

Identify the contract with the customer;
Identify the performance obligations;
Determine the transaction price;
Allocate the transaction price to the performance obligations;
Recognise revenue as and when control of the performance obligations is transferred.

Generally the timing of the payment for sale of goods and rendering of services corresponds closely to the timing of satisfaction of the performance obligations, however where there is a difference, it will result in the recognition of a receivable, contract asset or contract liability.

None of the revenue streams of the Group have any significant financing terms as there is less than 12 months between receipt of funds and satisfaction of performance obligations.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(e) Revenue and other income (continued)

Specific revenue streams

The revenue recognition policies for the principal revenue streams of the Group are:

Licence fees

Revenue from this stream is recognised in the accounting period in which the licences are issued. Licences sold on a subscription basis is earned over the subscription period as performance obligations are satisfied over time. Revenue from selling perpetual licences where the Group receives an upfront fee is apportioned between sale of licence income which recognised upfront and software upgrade over a period of time. The transaction price allocated to these software upgrades is recognised as a contract liability at the time of the initial sale transaction is released on a straight-line basis.

Rendering of services

Revenue from providing such services is recognised in the accounting period in which the services are rendered.

Government grant income

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating.

Hedera grant income - Digital assets

The Hedera grant income contract provides for payment in the grantor’s digital asset, HBAR.The digital asset’s fair value is determined by referencing publicly available pricing data from digital asset exchanges at the applicable date of recognition.

Interest income

Interest income 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 income

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

(f) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(g) Goods and services tax (GST)

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of GST.

Cash flows in the consolidated statement of cash flows are included on a gross basis and the GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(h) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term investments with original maturities of 3 months or less, which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Bank overdrafts also form part of cash equivalents for the purpose of the consolidated statement of cash flows and are presented within current liabilities on the consolidated statement of financial position.

(i) Financial instruments

Financial instruments are recognised initially on the date that the Group becomes party to the contractual provisions of the instrument.

On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).

Financial assets

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification

On initial recognition, the Group classifies its financial assets into the following category, those measured at:

amortised cost

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets.

Amortised cost

Assets measured at amortised cost are financial assets where:

the business model is to hold assets to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows are solely payments of principal and interest on the principal amount outstanding.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(i) Financial instruments (continued)

Financial assets (continued)

The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest rate method less provision for impairment.

Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition is recognised in profit or loss.

Impairment of financial assets

Impairment of financial assets is recognised on an expected credit loss (ECL) basis for the following assets:

financial assets measured at amortised cost

When determining whether the credit risk of a financial assets has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group's historical experience and informed credit assessment and including forward looking information.

The Group uses the presumption that an asset which is more than 30 days past due has seen a significant increase in credit risk.

The Group uses the presumption that a financial asset is in default when:

the other party is unlikely to pay its credit obligations to the Group in full, without recourse to the Group to actions such as realising security (if any is held); or
the financial assets is more than 90 days past due.

Credit losses are measured as the present value of the difference between the cash flows due to the Group in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach.

Trade receivables

Impairment of trade receivables has been determined using the simplified approach in AASB 9 which uses an estimation of lifetime expected credit losses. The Group has determined the probability of non-payment of the receivable and multiplied this by the amount of the expected loss arising from default.

The amount of the impairment is recorded in a separate allowance account with the loss being recognised in finance expense. Once the receivable is determined to be uncollectible then the gross carrying amount is written off against the associated allowance.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(i) Financial instruments (continued)

Financial assets (continued)

Where the Group renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss.

Financial liabilities

The Group measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortised cost using the effective interest rate method.

The financial liabilities of the Group comprise trade payables and borrowings.

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the consolidated statement of financial position, net of transaction costs.

(j) Digital assets - Cryptocurrency

Digital assets are assets such as HBAR, which use an open-source software-based online system where transactions are recorded in a public ledger (blockchain) using its own unit of account. Digital Assets are an emerging technology and asset class, and as such there are no specific accounting standards that cover the treatment, rather digital assets are assessed by applying existing accounting standards in conjunction with guidance released by the accounting standard setting bodies such as the International Accounting Standards Board ("IASB").

The Group considers the digital assets it holds meet the recognition criteria of intangible assets (identifiable, controllable, and capable of generating future economic benefits) and therefore have accounted for these assets in accordance with AASB 138 Intangible Assets .

The Group measures digital assets at cost less accumulated impairment as it is determined that there is no active market for the digital assets the Group currently holds. Digital assets classified as intangible assets are considered to be indefinite life intangible assets given their nature.

Digital assets are derecognised when the Group disposes of the asset or when the Group otherwise loses control of and therefore, access to the economic benefits associated with ownership of the digital asset.

(k) Impairment of non-financial assets

At the end of each reporting period the Group determines whether there is any evidence of impairment for its non-financial assets.

Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.

Where assets do not operate independently of other assets, the recoverable amount of the relevant cashgenerating unit (CGU) is estimated.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(k) Impairment of non-financial assets (continued)

The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cashgenerating unit.

Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.

Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss.

(l) Employee benefits

Short-term employee benefits

Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages and salaries. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled, inclusive of on-costs.

The Group's obligations for short-term employee benefits such as wages and salaries are recognised as a part of current employee benefits in the consolidated statement of financial position.

Defined contribution schemes

Obligations for contributions to defined contribution superannuation plans are recognised as an employee benefit expense in profit or loss in the periods in which services are provided by employees.

(m) Earnings per share

Basic earnings per share is calculated by dividing the profit/(loss) attributable to owners of the company by the weighted average number of ordinary shares outstanding during the year.

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

(n) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options which vest immediately are recognised as a deduction from equity, net of any tax effects.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(o) Equity-settled compensation

Employee options

Equity-settled compensation benefits are provided to employees via the Employee Share Option Plan. Information relating to this plan is set out in Note 20.

The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using the Black-Scholes pricing model which incorporates all market vesting conditions. The amount to be expensed is determined by reference to the fair value of the options or shares granted, this expense takes in account any market performance conditions and the impact of any non-vesting conditions but ignores the effect of any service and non-market performance vesting conditions.

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

Non-market vesting conditions are taken into account when considering the number of options expected to vest. At the end of each reporting period, the Group revises its estimate of the number of options which are expected to vest based on the non-market vesting conditions. Revisions to the prior period estimate are recognised in profit or loss and equity.

Share-based payments to non-employees

Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amounts are recognised in the option reserve and consolidated statement of profit or loss and other comprehensive income respectively. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.

(p) Foreign currency transactions and balances

Transaction and balances

Foreign currency transactions are recorded at the spot rate on the date of the transaction.

At the end of the reporting period:

Foreign currency monetary items are translated using the closing rate;
Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

2 Summary of Significant Accounting Policies (continued)

(p) Foreign currency transactions and balances (continued)

Transaction and balances (continued)

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group's presentation currency are translated as follows:

assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period where the average rate approximates the rate at the date of the transaction; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of any net investment in foreign entities are transferred directly to the Group's foreign currency translation reserve in the consolidated statement of financial position. These differences are recognised in the consolidated statement of profit or loss and other comprehensive income in the period in which the operation is disposed.

(q) Adoption of new and revised accounting standards

The Group has adopted all standards which became effective for the first time at 1 January 2022, the adoption of these standards has not caused any material adjustments to the reported financial position, performance or cash flow of the Group.

(r) New Accounting Standards and Interpretations for application in future periods

The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods. The directors have decided against early adoption of these Standards, but does not expect the adoption of these standards to have any impact on the reported position or performance of the Group.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

3 Critical Accounting Estimates and Judgements

The directors make estimates and judgements during the preparation of these consolidated financial statements regarding assumptions about current and future events affecting transactions and balances.

These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates.

The significant estimates and judgements made have been described below.

Key estimates - share based payments

Equity-settled share awards are recognised as an expense based on their fair value at date of grant. The fair value of equity-settled share options is estimated through the use of option valuation models – which require inputs such as the risk-free interest rate, expected dividends, expected volatility and the expected option life – and is expensed over the vesting period.

Some of the inputs used, such as the expected option life, are not market observable and are based on estimates derived from available data, such as employee exercise behaviour. The models utilised, such as the Black-Scholes option pricing model and the Monte-Carlo Simulation, are intended to value options traded in active markets. The share options issued by the Group, however, have a number of features that make them incomparable to such traded options. Using different input estimates or models could produce different option values, which would result in the recognition of a higher or lower expense. Refer to Note 20 for further details.

Key judgement - Accounting treatment for digital assets (cryptocurrency)

Management note that the topic of digital assets and the accounting for digital assets continues to be considered by the IASB and continues to monitor new comments and interpretations released by the IASB and other standard setters from around the world.

In line with this, the Group has considered its position for the year ended 31 December 2022 and has determined that the Group’s digital assets fall into the intangible asset method (the method noted by the IASB in its most recent deliberations).

Management has assessed that, under the intangible asset method and due to the determination that there is a lack of an active market, the measurement of the digital assets at cost less any impairment is appropriate under the respective accounting standards.

On initial recognition, the fair value of digital assets is determined by reference to the quoted price in United States Dollars (USD) on the respective transaction dates from the Coin Market Cap website (www.coinmarketcap.com) at closing Coordinated Universal Time. The Group considers this fair value to be a Level 2 input on the basis that there is not an active market with sufficient volume.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

4 Revenue and Other Income

Revenue from contracts with customers Service fees: - Consultancy and professional services Total revenue Other income - Income from government funding - Hedera grant income - digital assets - Net gain on early termination of lease - Interest income - Other income Total other income		2022 $ 71,852	2021 $ -
		71,852	-
		341,990 132,525 - 5,863 3,909	279,153 - 86,877 349 7,400
		484,287	373,779

(a) Disaggregation of revenue from contracts with customers

The Group derives revenue from licence fees and service fees both over time and at a point in time. The following tables disaggregate revenue by primary geographical market and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group's reporting segments.


Year ended 31 December 2022 Type of contract Service fees: - Consultancy and professional services Revenue from contracts with customers Timing of revenue recognition Over time: -Service fees: - Consultancy and professional services Revenue from contracts with customers	Reportable segments Australia $ Europe $ 71,852 -		Total reportable segments $ 71,852	All other segments $ -	Total $ 71,852
	71,852	-	71,852	-	71,852
	71,852	-	71,852	-	71,852
	71,852	-	71,852	-	71,852

Total revenue for the year ended 31 December 2022 is mainly derived from two individual external customers.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

5 Result for the Year

The result for the year includes the following specific expenses:

Finance costs: - Banks and other third parties - Lease liability Total finance costs Impairment of digital assets 6 Income Tax Expense Reconciliation of income tax to accounting profit/(loss): Profit/(loss) before income tax Tax at Australian tax rate of 30% Tax at Overseas tax rates Add tax effect of: - other deductible items - other non-deductible expenses - tax losses not brought to account Income tax expense/(benefit)		2022 $	2021 $ 25,243 918
		27,022
		-
		27,022	26,161
		90,174	-

		(4,506,896)	(3,646,665)
			(701,190) (195,537)
		(1,150,639) (101,938)
		(1,252,577)	(896,727)
		(119,233) 210,534 1,161,276	(136,506) 145,228 887,783
		-	(222)

Refer to Note 21 for tax losses not recognised.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

7 Earnings per Share

(a) Reconciliation of earnings to profit or loss from continuing operations

(a) Reconciliation of earnings to profit or loss from continuing operations
2022 $ 2021 $ Loss from continuing operations (4,506,896) (3,646,443) Earnings used to calculate basic EPS from continuing operations (4,506,896) (3,646,443) Earnings used in the calculation of dilutive EPS from continuing operations (4,506,896) (3,646,443) (b) Earnings used to calculate overall earnings per share Earnings used to calculate overall earnings per share (4,506,896) (3,646,443) (c) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 2022 No. 2021 No. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 994,299,043 653,058,418 Weighted average number of dilutive options outstanding - - Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS 994,299,043 653,058,418 (d) Earnings per share 2022 Cents 2021 Cents Earnings per share: Basic, loss for the year attributable to ordinary equity holders of the parent (0.45) (0.56) Diluted, loss for the year attributable to ordinary equity holders of the parent (0.45) (0.56) Earnings per share for continuing operations: Basic, loss from continuing operations attributable to ordinary equity holders of the parent (0.45) (0.56) Diluted, loss from continuing operations attributable to ordinary equity holders of the parent (0.45) (0.56)	2022 $ (4,506,896)	2021 $ (3,646,443)
	(4,506,896)	(3,646,443)
	(4,506,896)	(3,646,443)

	(4,506,896)	(3,646,443)
	2022 No. 994,299,043 -	2021 No. 653,058,418 -
	994,299,043	653,058,418
	2022 Cents 2021 Cents (0.45) (0.56) (0.45) (0.56) (0.45) (0.56) (0.45) (0.56)

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

8 Cash and Cash Equivalents

Cash and Cash Equivalents
Cash at bank Total cash and cash equivalents	Note	2022 $	2021 $ 4,960,227
		2,702,596
	8(a)	2,702,596	4,960,227

(a) Reconciliation of cash

Cash and cash equivalents reported in the consolidated statement of cash flows are reconciled to the equivalent items in the consolidated statement of financial position as follows: Cash and cash equivalents 8 2,702,596 4,960,227 Balance as per consolidated statement of cash flows 2,702,596 4,960,227 9 Trade and Other Receivables CURRENT Deposits 14,325 25,750 Taxes and social security 33,672 36,323 Grant receivable 51,625 72,917 Other receivables 83,751 83,073 Total current trade and other receivables 183,373 218,063	Cash and cash equivalents reported in the consolidated statement of cash flows are reconciled to the equivalent items in the consolidated statement of financial position as follows: Cash and cash equivalents 8 2,702,596 4,960,227 Balance as per consolidated statement of cash flows 2,702,596 4,960,227 9 Trade and Other Receivables CURRENT Deposits 14,325 25,750 Taxes and social security 33,672 36,323 Grant receivable 51,625 72,917 Other receivables 83,751 83,073 Total current trade and other receivables 183,373 218,063	Cash and cash equivalents reported in the consolidated statement of cash flows are reconciled to the equivalent items in the consolidated statement of financial position as follows: Cash and cash equivalents 8 2,702,596 4,960,227 Balance as per consolidated statement of cash flows 2,702,596 4,960,227 9 Trade and Other Receivables CURRENT Deposits 14,325 25,750 Taxes and social security 33,672 36,323 Grant receivable 51,625 72,917 Other receivables 83,751 83,073 Total current trade and other receivables 183,373 218,063
	2,702,596	4,960,227
	2,702,596	4,960,227

	14,325 33,672 51,625 83,751	25,750 36,323 72,917 83,073
	183,373	218,063

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the financial statements. See Note 24 for details on the Group's trade and other receivables exposed to credit risk (prior to collateral and other credit enhancements) with ageing analysis and impairment provided for thereon.

10 Other Assets CURRENT Prepayments Total current other assets 11 Intangible Assets Development costs Cost Accumulated amortisation and impairment Net carrying value Digital Assets - HBAR Cryptocurrency Cost Accumulated amortisation and impairment Net carrying value Total intangibles
		179,852	219,281
		179,852	219,281

		2,678,745 (2,678,745)	2,678,745 (2,678,745)
		-	-
		129,129	- -
		(90,174)
		38,955	-
		38,955	-

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

11 Intangible Assets (continued)

(a) Movements in carrying amounts of intangible assets

Year ended 31 December 2022 Balance at the beginning of the year Additions Amortisation expense Impairment loss in profit & loss Closing value at 31 December 2022	Digital Assets - Cryptocurrency $ - 129,129 - (90,174)	Development costs $ - - - -	Total $ - 129,129 - (90,174)
	38,955	-	38,955

There were no movements in intangible assets during the year ended 31 December 2021.

(b) Impairment of digital assets (cryptocurrency)

The Group entered into a HBAR Grant and Rewards Agreement with The HBAR Foundation on 21 March 2022 for a period of 4 years. The total value of the grant is approximately USD1,000,000 payable in HBAR (cryptocurrency native to the Hedera Network) with an initial payment of approximately USD100,000 (paid in the equivalent HBAR on date of transaction being 4 May 2022).

The Group acquires HBAR (digital asset) in various separate transactions. Each individual acquisition of HBAR held by the Group represents a unit of account for impairment testing purposes and the Group maintains the carrying values of each acquisition in order to perform impairment testing.

The fair value of the HBAR is determined with reference to the HBAR-USD (US Dollar) rate on the respective transaction dates from the Coin Market Cap website (www.coinmarketcap.com) at closing Coordinated Universal Time. In the event that the fair value of HBAR falls below its carrying value, an impairment is recorded. During the year ended 31 December 2022, an impairment charge of $90,174 was recognised in profit and loss.

(c) Restrictions on use of digital assets

As part of the agreement with The HBAR Foundation, the Group agrees that it will not transfer, or cause to be transferred, any HBARs received under the agreement out of the original payment account, or otherwise transfer, exchange, distribute or sell those HBARs for fiat currency or a different cryptocurrency, unless mutually agreed to transfer as fiat currency, for a period of 6 months from the granting of the HBARs. Exceptions to this requirement are:

transfer from one TYMLEZ account to another TYMLEZ account;
transfer to pay transaction fees required to make use of the Hedera Network.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

12 Trade and Other Payables

CURRENT Unsecured liabilities: Trade payables	Note	2022 $ 93,025	2021 $ 261,612
Taxes and social security		8,593	7,404
Sundry payables and accrued expenses 155,180 271,007 Other payables 248,795 206,244 Total current trade and other payables 505,593 746,267 Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances. Borrowings CURRENT Unsecured liabilities: Loan from Netherlands government 13(a) 229,500 301,241 Insurance premium funding 13(b) 135,066 18,156 Total current borrowings 364,566 319,397 NON-CURRENT Unsecured liabilities: Loan from Netherlands government 13(a) - 150,620 Total non-current borrowings - 150,620		155,180 248,795	271,007 206,244
		505,593	746,267
		229,500 135,066	301,241 18,156
		364,566	319,397
		-	150,620
	13(a)
		-	150,620

(a) Loan from Netherlands government

The terms and conditions of the loan from the Netherlands government is as follows:

The Netherlands government has provided 75% (€375,000) of the bridging credit in the form of a loan to Tymlez Holding B.V. on the basis that Tymlez Group Limited is willing to provide the remaining 25%;
The loan will only be used to finance the capital expenditures and working capital needs of the Group;
Interest is calculated at 3% per annum on the outstanding part of the principal, accruing on a daily basis;
Repayment of the principal and interest commences on 1 July 2021 and thereafter, on the last day of each calendar quarter; and
Extensions for repayment may be granted at the request of the Group to a period equal to no more than 16 quarterly installments.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

13 Borrowings (continued)

(b) Insurance premium funding

Insurance premium funding has a fixed interest rate of 5.23% per annum (2021: 7.33% per annum).

14 Contract Liabilities

14 Contract Liabilities
CURRENT Contract liabilities - grant income Total current contract liabilities 15 Employee Benefits CURRENT Annual leave Total current employee benefits 16 Issued Capital 1,091,421,885 (2021: 986,851,523) fully paid ordinary shares Share issue costs Total issued capital (a) Ordinary shares At the beginning of the reporting year Shares issued during the year: - Shares issued on private placement - Shares issued on execise of options - Shares issued to Lead Manager - Shares issued on rights issue - Shares issued to directors in lieu of remuneration At the end of the reporting period	2022 $ 226,084	2021 $ 138,411
	226,084	138,411

	68,040	52,473
	68,040	52,473

	28,132,273 (2,829,949)	26,037,049 (2,818,283)
	25,302,324	23,218,766

	2022 No. 986,851,523 101,157,704 13,637 - -	2021 No. 292,036,871 108,540,910 - 200,000 584,073,742 2,000,000
	3,399,021
	1,091,421,885	986,851,523

The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the Company. On a show of hands at meetings of the Company, each holder of ordinary shares has one vote in person or by proxy, and upon a poll each share is entitled to one vote.

The Company does not have authorised capital or par value in respect of its shares.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

16 Issued Capital (continued)

(b) Capital Management

The key objectives of the Group when managing capital is to safeguard its ability to continue as a going concern and maintain optimal benefits to stakeholders. The Group defines capital as its equity and net debt.

There has been no change to capital risk management policies during the year.

The Group manages its capital structure and makes funding decisions based on the prevailing economic environment and has a number of tools available to manage capital risk. These include maintaining a diversified debt portfolio, the ability to adjust the size and timing of dividends paid to shareholders and the issue of new shares.

The Board monitors a range of financial metrics including return on capital employed and gearing ratios. A key objective of the Group's capital risk management is to maintain compliance with the covenants, if any, attached to the Group's debts. During the financial years ended 31 December 2022 and 2021, there were no covenants attached to the Group's borrowings.

17 Reserves

Foreign currency translation reserve Opening balance Exchange differences on translating foreign controlled entities Closing balance Option reserve Opening balance Options issued Options vested Options exercised Lapsed/forfeited options Closing balance Deferred consideration shares reserve Opening balance Write-off deferred consideration shares Closing balance Common control reserve Opening balance Closing balance Total reserves		2022 $ 149,822 (3,002)	2021 $ 148,919 903
		146,820	149,822
		3,105,024 162,553 215,590 (1,713) (275,800)	2,819,160 515,454 - - (229,590)
		3,205,654	3,105,024
		- -	602,019 (602,019)
		-	-
		(6,932,024)	(6,932,024)
		(6,932,024)	(6,932,024)
		(3,579,550)	(3,677,178)

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

17 Reserves (continued)

(a) Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income - foreign currency translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

(b) Option reserve

This reserve records the cumulative value of employee service received for the issue of share options. When the option is exercised the amount in the share option reserve is transferred to share capital.

(c) Deferred consideration shares reserve

The deferred consideration shares reserve records the equity contingent consideration that forms part of the purchase consideration of a business combination or common control transaction. This amount is not remeasured and the settlement is accounted for within equity. During the year ended 31 December 2022, the deferred consideration shares reserve was transferred to accumulated losses as the period for the achievement of the respective milestones had expired and none of the performance milestones had been met to warrant the issue of the deferred consideration shares.

(d) Common control reserve

The common control reserve records any difference between the cost of the transaction and the carrying value of the net assets acquired in a transaction between entities under common control.

18 Accumulated Losses

Accumulated losses at the beginning of the financial year Net profit/(loss) for the year Lapsed/forfeited options Transfer from deferred consideration shares reserve Accumulated losses at end of the financial year		2022 $ (15,551,185) (4,506,896) 275,800 -	2021 $ (12,736,351) (3,646,443) 229,590 602,019
		(19,782,281)	(15,551,185)

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

19 Cash Flow Information

(a) Reconciliation of result for the year to cashflows from operating activities

Net profit/(loss) for the year Non-cash flows in profit/(loss): - impairment of digital assets - income received in the form of digital assets, net of forex differences - expenses paid via issue of shares/options - share based payment to directors and employees - interest expense included financing activities - GST claim on capital raising costs - insurance expense paid via insurance premium funding - (gain)/loss on early termination of lease Changes in assets and liabilities: - (increase)/decrease in trade and other receivables - (increase)/decrease in other assets - increase/(decrease) in other liabilities - increase/(decrease) in trade and other payables - increase/(decrease) in employee benefits Net cash provided by/(used in) operating activities (b) Non-cash financing and investing activities Payment of outstanding debts via the issue of shares Payment of outstanding debts via the issue of TYMO options Issue of options under employee share scheme Insurance premium funding Total non-cash financing and investing activities		2022 $ (4,506,896) 90,174 (129,129) - 427,514 27,022 996 355,380 - 34,690 39,429 87,673 (218,774) 15,567	2021 $ (3,646,443) - - 44,175 440,444 23,496 27,962 20,040 (86,193) (121,593) (30,945) 138,411 87,976 51,887
		(3,776,354)	(3,050,783)

		- 20,100 358,042 368,479	14,500 132,675 132,000 21,450
		746,621	300,625

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

19 Cash Flow Information (continued)

(c) Changes in liabilities arising from financing activities

Insurance premium funding Loan from Netherlands government Total liabilities from financing activities	2021 $ 18,156 451,861	Cash flows $ (250,825) (224,364)	Non-cash changes Foreign exchange movement $ Other non- cash movement $ - 367,735 (12,664) 14,667	Non-cash changes Foreign exchange movement $ Other non- cash movement $ - 367,735 (12,664) 14,667	2022 $ 135,066 229,500
	470,017	(475,189)	(12,664)	382,402	364,566

Insurance premium funding Lease liabilities Loan from Netherlands government Total liabilities from financing activities	2020 $ 130,120 143,822 606,492	Cash flows $ (137,849) (55,763) (157,071)	Non-cash changes Foreign exchange movement $ Other non- cash movement $ - 25,885 (174,936) 86,877 (14,293) 16,733	Non-cash changes Foreign exchange movement $ Other non- cash movement $ - 25,885 (174,936) 86,877 (14,293) 16,733	2021 $ 18,156 - 451,861
	880,434	(350,683)	(189,229)	129,495	470,017

20 Share-based Payments

During the year ended 31 December 2022, the Company granted options to its employees and key management personnel pursuant to its Employee Share Option Plan ("ESOP").

Employee Share Option Plan ("ESOP")

The ESOP has been established by the Group and approved by shareholders at a general meeting, whereby the Group may, at the discretion of the Board, grant options over ordinary shares in the Company to certain key management personnel of the Group. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the Board.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

20 Share-based Payments (continued)

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

As at 1 January Granted during the year Forfeited during the year Expired during the period As at 31 December		31 Dece Weighted Average Exercise Price Per Share Option $ 0.043 0.014 - 0.350 0.034	mber 2022 Number of Options No. 82,671,154 32,500,000 - (2,000,000)		31 Dece Weighted Average Exercise Price Per Share Option $ 0.166 0.033 0.055 0.350 0.043	mber 2021 Number of Options No. 9,206,000 74,995,154 (210,000) (1,320,000)
			113,171,154			82,671,154
Vested and exercisable at 31 December		0.038	18,106,068		0.085	15,087,106

No options were exercised during the periods covered by the above table.

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

2022 Grant Date 13 December 2018 29 May 2020 14 July 2020 11 August 2020 14 September 2020 17 September 2020 09 October 2020 14 October 2020 17 June 2021 02 July 2021 30 July 2021 08 December 2021 23 August 2022 23 August 2022 23 August 2022 31 August 2022	Expiry Date 11 December 2022 31 December 2023 31 December 2023 25 August 2023 31 December 2023 31 December 2023 31 December 2023 31 December 2023 31 December 2023 02 July 2025 30 November 2024 08 December 2026 23 August 2026 23 August 2026 23 August 2026 31 August 2026	Exercise price $ 0.350 0.065 0.065 0.055 0.065 0.065 0.065 0.065 0.015 0.015 0.035 0.016 0.024 0.029 0.045 0.032	Share Options 31 December 2022 No. - 516,000 1,500,000 1,560,000 750,000 100,000 1,000,000 250,000 3,000,000 15,789,624 51,805,530 4,400,000 7,500,000 7,500,000 7,500,000 10,000,000*	Share Options 31 December 2021 No.** 2,000,000 516,000 1,500,000 1,560,000 750,000 100,000 1,000,000 250,000 3,000,000 15,789,624 51,805,530 4,400,000 - - - -
			113,171,154	82,671,154

The 10,000,000 options granted on 31 August 2022 has not yet been issued as at 31 December 2022 as these options are granted to a director which is subject to shareholders' approval at the 2022 AGM.

** The options granted in 2021, except for the 51,805,530 options granted on 30 July 2021, have not yet been issued as at 31 December 2021 as these options are either employee share options or share-based payments to suppliers that are in the process of being issued, pending the finalisation of relevant information.

The weighted average remaining contractual life of options outstanding at year end was 2.63 years (2021: 3.18 years).

The weighted average exercise price of outstanding shares at the end of the reporting period was $0.03 (2021: $0.17).

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

20 Share-based Payments (continued)

The weighted average fair value of the options granted during the year was $0.016 (2021: $0.015). These values were calculated by using a Black-Scholes and Monte-Carlo option pricing model applying the following inputs:

Grant date: 23 August 2022 23 August 2022 23 August 2022 Expiry date: 23 August 2026 23 August 2026 23 August 2026 Share price at grant date ($): 0.021 0.021 0.021 Exercise price ($): 0.024 0.029 0.045 Weighted average life of the option (years): 4.00 4.00 4.00 Expected share price volatility: % 140.00 % 140.00 % 140.00 Dividend yield: % - % - % - Weighted average risk-free interest rate: % 3.34 % 3.34 % 3.34 Weighted average fair value at grant date ($): 0.0165 0.0164 0.0159 Grant date: 31 August 2022 Expiry date: 31 August 2026 Share price at grant date ($): 0.022 Exercise price ($): 0.032 Weighted average life of the option (years): 4.00 Expected share price volatility: % 140.00 Dividend yield: % - Weighted average risk-free interest rate: % 3.30 Weighted average fair value at grant date ($): 0.0160	23 August 2022 23 August 2026 0.021 0.024	23 August 2022 23 August 2026 0.021 0.029	23 August 2022 23 August 2026 0.021 0.045
	4.00	4.00	4.00

Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future movements.

The share price at 31 December 2022 was $0.023.

21 Tax assets and liabilities

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following:

Deferred tax assets have not been recognised in respect of the following:
Australian tax losses not recognised: Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 30%	2022 $ 7,904,771	2021 $ 4,215,206
	2,371,431	1,264,562

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therein.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

22 Interests in Subsidiaries

Composition of the Group

Subsidiaries: Tymlez Holding B.V. Tymlez GmbH Tymlez Properties B.V. Tymlez B.V. Tymlez Inc. Tymlez Pty Ltd Tymlez USA Inc. (Incorporated 19 May 2022) **	Principal place of business / Country of Incorporation Percentage Owned (%) 2022 Netherlands 100 Germany 100 Netherlands 100 Netherlands 100 United States of America 100 Australia 100 United States of America 100*	Percentage Owned (%) 2021* 100 100 100 100 100 100 -

The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.

** These entities are currently dormant.

23 Operating Segments

Segment information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision maker) in assessing performance and determining the allocation of resources.

Management has determined that the Group has two reportable segments, namely, Australia and Europe. The Group is managed primarily on the basis of geographical segments as the operations of the Group in each of these geographic areas have different risk profiles and environment in which the business operates in. Operating segments are therefore determined on the same basis.

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

Unless stated below, all amounts reported to the Board of Directors, being the chief operating decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent with those adopted in the annual financial statements of the Group.

(b) Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

(c) Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

23 Operating Segments (continued)

(d) Segment performance

Australia 2022 $ 2021 $ 71,852 - 253,188 73,948 409,741 162,797	Australia 2022 $ 2021 $ 71,852 - 253,188 73,948 409,741 162,797	Europe 2022 $ 2021 $ - - 243,191 300,513 - -	Europe 2022 $ 2021 $ - - 243,191 300,513 - -	Elimination 2022 $ 2021 $ - - (17,955) (1,031) (403,878) (162,448)	Elimination 2022 $ 2021 $ - - (17,955) (1,031) (403,878) (162,448)	Total 2022 $ 2021 $ 71,852 - 478,424 373,430 5,863 349	Total 2022 $ 2021 $ 71,852 - 478,424 373,430 5,863 349
734,781	236,745	243,191	300,513	(421,833)	(163,479)	556,139	373,779
90,174 203,880 4,276,191 -	- 5,845 2,568,200 -	- 227,020 630,424 -	- 182,764 1,510,292 (222)	- (403,878) 39,224 -	- (162,448) (84,209) -	90,174 27,022 4,945,839 -	- 26,161 3,994,283 (222)
4,570,245	2,574,045	857,444	1,692,834	(364,654)	(246,657)	5,063,035	4,020,222
(3,835,464)	(2,337,300)	(614,253)	(1,392,321)	(57,179)	83,178	(4,506,896)	(3,646,443)

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

23 Operating Segments (continued)

(e) Segment assets

Segment assets Total segment assets

(f) Segment liabilities

Segment liabilities Total segment liabilities

Australia 2022 $ 2021 $ 12,220,314 10,698,909	Australia 2022 $ 2021 $ 12,220,314 10,698,909	Australia 2022 $ 2021 $ 12,220,314 10,698,909	Australia 2022 $ 2021 $ 12,220,314 10,698,909	Europe 2022 $ 2021 $ 187,087 184,053	Europe 2022 $ 2021 $ 187,087 184,053	Europe 2022 $ 2021 $ 187,087 184,053	Europe 2022 $ 2021 $ 187,087 184,053	Elimination 2022 $ 2021 $ (9,302,635) (5,485,391)	Elimination 2022 $ 2021 $ (9,302,635) (5,485,391)	Total 2022 $ 2021 $ 3,104,766 5,397,571	Total 2022 $ 2021 $ 3,104,766 5,397,571
12,220,314		10,698,909		187,087		184,053		(9,302,635)	(5,485,391)	3,104,766	5,397,571

5,089,052	2,192,172		5,377,766		4,700,283		(9,302,535)		(5,485,287)	1,164,283	1,407,168
5,089,052	2,192,172		5,377,766		4,700,283		(9,302,535)		(5,485,287)	1,164,283	1,407,168

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

24 Financial Risk Management

The Group's principal financial instruments comprise of trade receivable, trade payables, borrowings and cash at bank. The main purpose of holding these instruments is to invest surplus members' funds in order to maximise returns while not exposing the Group to high levels of risk.

This note presents information about the Group's exposure to financial instrument risks, its objectives, policies and processes for measuring and managing risk.

The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these financial statements, are as follows:

Financial Assets Financial assets at amortised cost: - Cash and cash equivalents - Loans and receivables Total financial assets Financial Liabilities Financial liabilities at amortised cost: - Trade and other payables - Borrowings Total financial liabilities	Note 8 9 12 13	2022 $ 2,702,596 149,701	2021 $ 4,960,227 181,740
		2,852,297	5,141,967
		497,000 364,566	738,863 470,017
		861,566	1,208,880

Objectives, policies and processes

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s financial risk management framework. This includes the development of policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk and the use of derivatives.

Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The day-to-day risk management is carried out by the Group’s finance function under policies and objectives which have been approved by the Board of Directors. Management has been delegated the authority for designing and implementing processes which follow the objectives and policies. This includes monitoring the levels of exposure to interest rate and foreign exchange rate risk and assessment of market forecasts for interest rate and foreign exchange movements.

The Board of Directors receives monthly reports which provide details of the effectiveness of the processes and policies in place.

It is, and has been throughout the period under review, the Group's policy that no trading of financial instruments shall be undertaken. The main risks arising from holding these financial instruments are foreign exchange risk, interest rate risk, liquidity risk and credit risk. The Group is not exposed to price risk. Mitigation strategies for specific risks faced are described below:

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

24 Financial Risk Management (continued)

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities as and when they fall due. The Group maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods.

The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business.

Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day period are identified monthly.

At the reporting date, these reports indicate that the Group expects to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

The table below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

The Group's liabilities have contractual maturities which are summarised below:

Not later than 1 month 2022 $ 2021 $	Not later than 1 month 2022 $ 2021 $	Less than 12 months 2022 $ 2021 $	Less than 12 months 2022 $ 2021 $	1 to 2 years 2022 $ 2021 $	1 to 2 years 2022 $ 2021 $
497,000	738,863	-	-	-	-
16,627	1,910	118,439	16,246	-	-
-	-	229,500	301,241	-	150,620
513,627	740,773	347,939	317,487	-	150,620

				Total Contractual Cashflow/ Carrying Amount 2022 $ 2021 $ 497,000 1,235,863 135,066 153,222 229,500 530,741
				861,566	1,919,826

The timing of expected outflows is not expected to be materially different from contracted cashflows.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

24 Financial Risk Management (continued)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group.

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposure to wholesale customers, including outstanding receivables.

The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The utilisation of credit limits by customers is regularly monitored by line management. Customers who subsequently fail to meet their credit terms are required to make purchases on a prepayment basis until creditworthiness can be re-established.

As a result of the type of service provided by the Group, trade receivables may consist of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. As at 31 December 2022 and 31 December 2021, the Group did not have any trade receivables.

Management considers that all the financial assets that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due.

The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties.

The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. As at 31 December 2022 and 31 December 2021, the Group did not have any trade receivables, accordingly, expected credit losses were not assessed.

The Group does not hold any financial assets with terms that have been renegotiated, but which would otherwise be past due or impaired.

The other classes of receivables do not contain impaired assets.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

24 Financial Risk Management (continued)

(i) Interest rate risk

The Group is exposed to interest rate risk as surplus funds are invested at floating rates. Borrowings are issued at fixed rates and may expose the Group to fair value interest rate risk. As at 31 December 2022, the only borrowings the Group has relate to the insurance premium funding and the loan from the Netherlands government (refer to Note 13 for further details) (31 December 2021: insurance premium funding and the loan from the Netherlands government).

The Group's policy is to minimise cash flow interest rate risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. At the reporting date, the Group is exposed to changes in market interest rates through its bank deposits, which are subject to variable interest rates.

Floating rate instruments Cash at bank Total floating rate instruments		2022 $ 2,702,596	2021 $ 4,960,227

		2,702,596	4,960,227

(ii) Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.

Exposures to currency exchange rates arise from the Group's overseas operations, hence sales and purchases, which are primarily denominated in Euro and USD.

The Group does not hedge nor apply hedge accounting. The implications of this decision are that unrealised foreign exchange gains and losses are recognised in profit and loss in the period in which they occur.

Generally, the Group‘s risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows. Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.

Foreign currency denominated financial assets and liabilities, translated into Australian Dollars at the closing rate, are as follows:

2022 Nominal amounts Financial assets Financial liabilities Short-term exposure 2021 Nominal amounts Financial assets Financial liabilities Short-term exposure	USD $ EUR $ AUD $ Total AUD $ - 172,518 2,679,779 2,852,297 - (271,865) (589,701) (861,566)
	- (99,347) 2,090,078 1,990,731
	1,591 147,577 4,992,799 5,141,967 (103) (576,032) (632,745) (1,208,880)
	1,488 (428,455) 4,360,054 3,933,087

Tymlez Group Limited

ABN 37 622 817 421

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

24 Financial Risk Management (continued)

Net Fair Values

Fair value estimation

The fair values of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The carrying value less impairment provision of trade receivables and payables is a reasonable approximation of their fair values due to the short-term nature of trade receivables and payables. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. None of the Group's financial instruments are recognised at fair value post initial recognition.

25 Key Management Personnel Remuneration

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.

The names of directors who have held office during the financial year are outlined in the Directors' Report.

In addition, Mr Maciek Kiernikowski (Chief Innovation Officer from 1 August to 31 August 2022 and Chief Executive Officer from 1 September to 23 November 2022) and Mr Dan Voyce (Chief Technology Officer), acted in a capacity which meets the definition of key management personnel.

Refer to the remuneration report contained in the Directors' Report for details of the remuneration paid or payable to each member of the KMP for the year ended 31 December 2022.

Key management personnel remuneration included within employee expenses for the year is shown below:

Short-term employee benefits Post-employment benefits Share-based payments Total key management personnel remuneration	2022 $ 843,305 80,107 300,874	2021 $ 828,621 39,915 231,305
	1,224,286	1,099,841

26 Related Parties

(a) The Group's main related parties are as follows:

Subsidiaries - refer to Note 22.

Key management personnel - refer to Note 25.

Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

26 Related Parties (continued)

(b) Transactions with related parties

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

The following transactions occurred with related parties:

KMP related parties Claytec Pty Ltd : - 2022 - 2021 Zero CO2 PTY LTD : - 2022 - 2021 Subsidiaries Loan to Tymlez Holding B.V. : - 2022 - 2021 Loan to Tymlez Pty Ltd **: - 2022 - 2021	Expenses $ - 37,823 30,716 - - - - -	Revenue $ - - - - 212,353 162,448 191,525 -	Balance outstanding Owed to the Company $ Owed by the Company $ - - - - - - - - 4,871,224 - 3,876,666 - 4,431,311 - 1,506,954 -

Wayne Clay is the owner of Claytec Pty Ltd ("Claytec"). During the year ended 31 December 2021, Wayne provided consulting services to the Group, in addition to his role as non-executive director of the Group. Wayne was appointed as non-executive director of the Group on 14 September 2020 and resigned on 30 November 2021.

** Luca Febbraio is the owner of Zero CO2 Pty Ltd. During the year ended 31 December 2022, Luca provided consulting services to the Group, in addition to his role as non-executive director of the Group. Luca was appointed as non-executive director of the Group on 1 November 2021 and resigned on 22 August 2022.

*** This loan is unsecured and interest is charged monthly in arrears on the outstanding portion of the loan account at 5% per annum. The outstanding loan balance is repayable in 5 years and the maximum outstanding balance in the loan is capped at EUR 6,000,000.

**** This loan is unsecured and interest is charged monthly in arrears on the outstanding portion of the loan account at 5% per annum. The outstanding loan balance is repayable in 5 years.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

27 Auditors' Remuneration

Auditors' Remuneration
Remuneration of the auditor HLB Mann Judd, for: - auditing or reviewing the financial statements of the Group Remuneration of other auditors (HLB Network Firms) of subsidiaries for: - auditing or reviewing the financial statements of subsidiaries Total auditors' remuneration	2022 $ 44,250	2021 $ 35,600
	44,250	35,600
	33,941	32,278
	33,941	32,278
	78,191	67,878

28 Contingencies

In the opinion of the Directors, the Company did not have any contingencies at 31 December 2022 (31 December 2021: None).

29 Events Occurring After the Reporting Date

The consolidated financial report was authorised for issue on 31 March 2023 by the board of directors.

On 1 January 2023, Ms Belinda Cleminson stepped down as Company Secretary of the Group and was replaced by Mr Jonathan Hart.

Except for the above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

30 Parent entity

The following information has been extracted from the books and records of the parent, Tymlez Group Limited and has been prepared in accordance with Australian Accounting Standards.

The financial information for the parent entity, Tymlez Group Limited has been prepared on the same basis as the consolidated financial statements except as disclosed below.

Investments in subsidiaries, associates and joint ventures

Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the consolidated financial statements of the parent entity. Dividends received from associates are recognised in the parent entity profit or loss, rather than being deducted from the carrying amount of these investments.


Statement of Financial Position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Total Liabilities Equity Issued capital Accumulated losses Options reserve Total Equity Statement of Profit or Loss and Other Comprehensive Income Total profit/(loss) for the year Total Comprehensive Income	2022 $ 11,997,367 105,551	2021 $ 10,484,999 101,771
	12,102,918	10,586,770
	314,401	408,266
	314,401	408,266
	25,302,324 (16,719,461) 3,205,654	23,218,766 (16,145,286) 3,105,024
	11,788,517	10,178,504
	(849,975)	(916,353)
	(849,975)	(916,353)

Guarantees

There were no financial guarantees held by the parent entity as at 31 December 2022 or or 31 December 2021.

Contingent liabilities

The parent entity did not have any contingent liabilities as at 31 December 2022 or 31 December 2021, other than those outlined in Note 28.

Contractual commitments

The parent entity did not have any commitments as at 31 December 2022 or 31 December 2021.

ABN 37 622 817 421

Tymlez Group Limited

Notes to the Consolidated Financial Statements For the Year Ended 31 December 2022

31 Statutory Information

The registered office of the Company is: Tymlez Group Limited c/o Moray & Agnew Level 6, 505 Little Collins Street Melbourne VIC 3000

The principal places of business is: Tymlez Group Limited 16 Nexus Way Southport QLD 4215

Tymlez Holding B.V. Kraanspoor 50 1033 SE Amsterdam The Netherlands

ABN 37 622 817 421

Tymlez Group Limited

Directors' Declaration

The directors of the Company declare that:

the consolidated financial statements and notes for the year ended 31 December 2022 are in accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards, which, as stated in basis of preparation Note 1 to the consolidated financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position and performance of the Group;
the Chief Executive Officer and Chief Finance Officer have given the declarations required by Section 295A of the Corporations Act 2001 .
in the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, based on the factors outlined in Note 1 "Going Concern" to the financial statements.

This declaration is made in accordance with a resolution of the Board of Directors.

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Acting CEO: ................................................................................................................................................................................
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Daniel O'Halloran
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Non-Executive Chairman: ........................................................................................................................................................... Jason Conroy

Dated this 31st day of March 2023

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Independent Auditor’s Report to the Members of Tymlez Group Limited

REPORT ON THE AUDIT OF THE FINANCIAL REPORT

Opinion

We have audited the financial report of Tymlez Group Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

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

(a) giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional 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 Regarding Going Concern

We draw attention to Note 1 Going Concern in the financial report, which indicates that the Group incurred a net loss of $4,506,896 during the year ended 31 December 2022 and had operating cash outflows of $3,776,354. As stated in Note 1 Going Concern , these events or conditions, along with other matters as set forth in Note 1 Going Concern , indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

hlb.com.au

HLB Mann Judd (VIC Partnership) ABN 20 696 861 713

HLB Mann Judd (VIC Partnership) is a member of HLB International, the global advisory and accounting network

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Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report 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.

We have not identified any additional matters, aside from the matter described in the Material Uncertainty Regarding Going Concern section above, to be key audit matters requiring communication in our report .

Information Other than the Financial Report and Auditor’s Report Thereon

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 31 December 2022, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and 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 Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

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

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

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

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

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

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

REPORT ON THE REMUNERATION REPORT

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 20 of the directors’ report for the year ended 31 December 2022.

In our opinion, the Remuneration Report of Tymlez Group Limited for the year ended 31 December 2022 complies with section 300A of the Corporations Act 2001 .

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Responsibilities

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

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HLB Mann Judd Chartered Accountants

Michael Gummery Partner

Melbourne 31 March 2023

Tymlez Group Limited

Additional Information for Listed Public Companies For the Year Ended 31 December 2022

ASX Additional Information

Additional information required by the ASX Listing Rules and not disclosed elsewhere in this report is set out below. This information is effective as at 21 March 2023.

Substantial shareholders

The number of substantial shareholders and their associates are set out below:

Shareholders Number of Shares Whitecombe Super Investments Pty Ltd and Hamilton Hawkes Pty Ltd 216,813,655 10 Bolivianos Pty Ltd, Freedom Trader Pty Ltd and Mr Niv Dagan 147,018,217	% of issued shares % 19.85 % 13.46

Voting rights

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.

Options

No voting rights.

Distribution of equity security

Analysis of numbers of equity security holders by size of holding:

Holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total	Ordinary Shares Shares Options 30 4 36 23 58 19 605 106 519 50 1,248 202	Ordinary Shares Shares Options 30 4 36 23 58 19 605 106 519 50 1,248 202	Ordinary Shares Shares Options 30 4 36 23 58 19 605 106 519 50 1,248 202
	Shares 30 36 58 605 519
	1,248		202

Based on the price per security, there were 452 holders of less than a marketable parcel of ordinary shares. This equates to a total of 8,020,966 ordinary shares (0.73% of total issued capital).

Tymlez Group Limited

Additional Information for Listed Public Companies For the Year Ended 31 December 2022

Twenty largest shareholders - Ordinary shares

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

10 Bolivianos Pty Ltd Whitcombe Super Investments Pty Ltd Super Fund A/c> Hamilton Hawkes Pty Ltd Mr Gavin Jeremy Dunhill Altor Capital Management Pty Ltd Fund A/C>	Ordinary Shares Number Held 134,651,479 110,800,000 106,013,655 49,000,000 48,782,777	% of issued shares % 12.33 % 10.14 % 9.71 % 4.49 % 4.47
Mr Daniel Joseph O'Halloran	33,900,963	% 3.10
Mr Lee Jason Dixon Tooting Bec Pty Ltd Mr Noel Russell Cameron & Dr Belinda Caroline Goad MGL Corp Pty Ltd Flourich Pty Ltd Mr Todd Joseph Bard Narrawallee Capital Pty Ltd A/C> Granet Superannuation and Investment Services PL Citicorp Nominees Pty Limited Buprestid Pty Ltd BNP Paribas Nominees Pty Ltd ACF Clearstream Mr Graham John Walker Tag Investments Australia Pty Ltd A/C> Mr John Patrick O'Leary & Mrs Michelle O'Leary Total	24,150,420 23,400,000 20,000,251 17,400,000 17,335,025 17,125,330 15,000,000 13,324,658 11,417,359 11,175,108 10,807,782 9,503,862 9,182,711 9,110,162	% 2.21 % 2.14 % 1.83 % 1.59 % 1.59 % 1.57 % 1.37 % 1.22 % 1.05 % 1.02 % 0.99 % 0.87 % 0.84 % 0.83
	692,081,542	% 63.36

Tymlez Group Limited

Additional Information for Listed Public Companies For the Year Ended 31 December 2022

Twenty largest option holders - Listed Options (TYMO)

The names of the twenty largest holders of listed options are listed below:

The names of the twenty largest holders of listed options are listed below:
Tooting Bec Pty Ltd Flourich Pty Ltd Mr Eoin Patrick Flynn	Listed Options Number held 7,000,000 4,026,860 1,603,334	% of issued options % 20.36 % 11.71 % 4.66
Buprestid Pty Ltd	1,416,478	% 4.12
Mr Daniel Joseph O'Halloran Conteck Nederland BV Altor Capital Management Pty Ltd Fund A/c> Mr John Anthony Phelan & Mrs Brenda Margaret Phelan Mr Noel Russell Cameron & Dr Belinda Caroline Goad BT portfolio Services Limited A/c> Klockmann Investments Pty Ltd Super A/c> Mrs Connie Solty Ms Eileen Lilian Collins & Mr Adam James Champion Marrah Capital Investment Pty Ltd Brookes Super A/c> MacDonald Family SF Pty Ltd SF A/C> Mr Shane Gregory Ciurleo Mr Graham John Walker Allegro Capital Nominees Pty Ltd Account> Ausitano Holdings Pty Ltd Ali Burn & Gery Sullivan Mrs Michelle Annette Solty Mr Martin John Gardiner Mr Roulan Gillion Total	1,136,363 1,000,000 909,091 894,546 727,273 681,818 568,182 556,655 553,897 500,000 500,000 500,000 477,273 454,546 454,545 454,545 365,455 350,000 345,455	% 3.31 % 2.91 % 2.64 % 2.60 % 2.12 % 1.98 % 1.65 % 1.62 % 1.61 % 1.45 % 1.45 % 1.45 % 1.39 % 1.32 % 1.32 % 1.32 % 1.06 % 1.02 % 1.00
	25,476,316	% 74.07

Tymlez Group Limited

Additional Information for Listed Public Companies For the Year Ended 31 December 2022

Unissued equity securities

Options issued:

1,560,000 unlisted options exercisable at $0.055 expiring 25 August 2023 (9 holders)
51,805,530 unlisted options exercisable at $0.035 expiring 30 November 2024 (4 holders)
15,789,624 unlisted options exercisable at $0.015 expiring 28 June 2026 (1 holder)
880,000 unlisted options exercisable at $0.016 expiring 29 March 2026 (1 holder)
880,000 unlisted options exercisable at $0.016 expiring 5 July 2026 (1 holder)
880,000 unlisted options exercisable at $0.016 expiring 5 August 2026 (1 holder)
880,000 unlisted options exercisable at $0.016 expiring 15 September 2026 (1 holder)
880,000 unlisted options exercisable at $0.016 expiring 15 November 2026 (1 holder)
3,000,000 unlisted options exercisable at $0.015 expiring 31 December 2023 (6 holders)
7,500,000 unlisted options exercisable at $0.024 expiring 23 August 2026 (1 holder)
7,500,000 unlisted options exercisable at $0.045 expiring 23 August 2026 (1 holder)
7,500,000 unlisted options exercisable at $0.0285 expiring 23 August 2026 (1 holder)

Securities exchange

The Company is listed on the Australian Securities Exchange.

AI assistant

NOVIQTECH LIMITED — Annual Report 2022

65456_rns_2023-04-18_ef71a860-ae3b-4aab-b005-005b6bed8262.pdf

2022 ANNUAL REPORT

Table of Contents

2022 Highlights

New Partnerships

New Strategy

New Board of Directors

Equity Raised

TYMLEZ Partners

Chairman’s Letter

Dear Shareholders,

Leadership Team

Daniel O’Halloran CEO (Acting)

Eglatine Etiemble Non-Executive Director

Independent Chairman

Rhys Evans Non-Executive Director

OPERATIONAL UPDATES

New Partnerships

HBAR Foundation

Queensland Government

Lloyd’s Register and Safetytech Accelerator

Magnum Mining and Exploration

Aerospace Malaysia Innovation Centre

XBourse

Tolam Earth

Natural Carbon

Other News

European Operations Consolidation

Participation at the United Nations COP27

Completion of an Equity Raise

Technology Development

FINANCIALS

Tymlez Group Limited

Contents

For the Year Ended 31 December 2022

Tymlez Group Limited

Corporate Governance Statement For the Year Ended 31 December 2022

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Information on directors

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

Information on directors (continued)

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Information on directors (continued)

Company secretary

Principal activities and significant changes in nature of activities

Operating results

Dividends paid or recommended

Review of operations

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Review of operations (continued)

Significant changes in state of affairs

Directors' Report For the Year Ended 31 December 2022

Matters or circumstances arising after the end of the period

Future developments and results

Environmental matters

Meetings of directors

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

Indemnification and insurance of officers and auditors

Options

Details of option issues

Tymlez Group Limited

Directors' Report

For the Year Ended 31 December 2022

Proceedings on behalf of Company

Remuneration report (audited)

Principles used to determine the nature and amount of remuneration

Tymlez Group Limited

Directors' Report For the Year Ended 31 December 2022

Remuneration report (audited) (continued)

Principles used to determine the nature and amount of remuneration (continued)

Engagement of remuneration consultants

NOVIQTECH LIMITED Annual Report 2022