NOVIQTECH LIMITED — Annual Report 2022

Feb 26, 2023

Tymlez Group Limited Appendix 4E Preliminary final report

1. Company details

==> picture [242 x 40] intentionally omitted <==

----- Start of picture text -----

|||
|---|---|
|Name of entity:|Tymlez Group Limited|
|ABN:|37 622 817 421|
|Reporting period:|For the year ended 31 December 2022|
|Previous period:|For the year ended 31 December 2021|

----- End of picture text -----

2. Results for announcement to the market

==> picture [450 x 86] intentionally omitted <==

----- Start of picture text -----

|||||||
|---|---|---|---|---|---|
|A$|
|Revenue from ordinary activities|up|100|%|to|71,852|
|Loss from ordinary activities after tax attributable|
|to the owners of Tymlez Group Limited|up|23.60|%|to|(4,506,896)|
|Loss for the year attributable to the owners of|
|Tymlez Group Limited|up|23.60|%|to|(4,506,896)|

----- End of picture text -----

Dividends

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

Comments

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

3. Net tangible assets

==> picture [454 x 142] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|Reporting|Previous|
|period Cents|period Cents|
|Net tangible assets per ordinary security|0.17|0.40|
|4. Control gained over entities|
|Name of entity:|Tymlez USA Inc. (newly incorporated entity)|
|Date of gain of control:|19 May 2022|
|Reporting|
|period|
|A$|
|-|
|Contribution of Tymlez USA Inc. to Tymlez Group Limited's loss from ordinary activities after tax|

----- End of picture text -----

5. Loss of control over entities

Not applicable

6. Dividends

Current period

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

Current period

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

7. Dividend reinvestment plans

Not applicable

Tymlez Group Limited Appendix 4E Preliminary final report

8. Details of associates and joint venture entities

Not applicable

9. Foreign entities

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

Not applicable

10. Audit qualification or review

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

The accounts are in the process of being audited and on publication of the audited financial statements in March 2023, the accounts may contain a material uncertainty related to going concern paragraph in the independent auditor's report.

11. Attachments

Details of attachments (if any):

The Preliminary Report of Tymlez Group Limited for the year ended 31 December 2022 is attached.

12. Signed

==> picture [74 x 57] intentionally omitted <==

Jonathan Hart Company Secretary On behalf of the Board of Directors Tymlez Group Limited 27 February 2023

Tymlez Group Limited

ABN 37 622 817 421

Preliminary Report - 31 December 2022

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

Continuing Operations Revenue Other income Employee benefits expense Impairment of digital assets Directors' fees and wages Insurance expense Occupancy expenses Office expenses Professional fees Selling and distribution expenses Subcontracting costs Subscriptions Other expenses Finance costs Loss before income tax Income tax (expense)/benefit Loss for the year Other comprehensive income, net of income tax Items that will not be reclassified subsequently to profit or loss Items that will be reclassified to profit or loss when specific conditions are met Exchange differences on translating foreign controlled entities Other comprehensive income/(loss) for the year, net of tax Total comprehensive income/(loss) for the year Profit/(loss) attributable to: Members of the parent entity Total comprehensive income attributable to: Members of the parent entity Earnings per share: Basic, loss for the year attributable to ordinary equity holders of the parent (cents) Diluted, loss for the year attributable to ordinary equity holders of the parent (cents) Earnings per share for continuing operations: Basic, loss from continuing operations attributable to ordinary equity holders of the parent (cents) Diluted, loss from continuing operations attributable to ordinary equity holders of the parent (cents)	Note 1 1 8	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)
	2	(0.45)	(0.56)
	2	(0.45)	(0.56)
	2	(0.45)	(0.56)
	2	(0.45)	(0.56)

The accompanying notes form part of these financial statements.

1

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 Trade and other receivables 3 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangible assets 4 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 5 Borrowings 6 Employee benefits Contract liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings 6 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 7 Reserves 8 Accumulated losses 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.

2

Tymlez Group Limited

ABN 37 622 817 421

Consolidated Statement of Changes in Equity

For the Year Ended 31 December 2022

Balance at 1 January 2022 Net profit/(loss) for the year Total other comprehensive income for the year Transactions with owners in their capacity as owners Contribution of equity, net of transaction costs Options issued Options vested Options exercised Lapsed/forfeited options Balance at 31 December 2022 Balance at 1 January 2021 Net profit/(loss) for the year Total other comprehensive income for the year Transactions with owners in their capacity as owners Contribution of equity, net of transaction costs Issue of options Lapsed/forfeited options Write-off deferred consideration shares Balance at 31 December 2021	Note	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)
	8	-	-	(3,002)	-	-	-	(3,002)
		-	(4,506,896)	(3,002)	-	-	-	(4,509,898)
	7 8 8 8 8	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)
	8	-	-	903	-	-	-	903
		-	(3,646,443)	903	-	-	-	(3,645,540)
	7 8 8 8	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.

3

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 9 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	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.

4

Tymlez Group Limited

ABN 37 622 817 421

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

1 Revenue and Other Income 2022 $ 2021 $ Revenue from contracts with customers Service fees: - Consultancy and professional services 71,852 - Total revenue 71,852 - Other income - Income from government funding 341,990 279,153 - Hedera grant income - digital assets 132,525 - - Net gain on early termination of lease - 86,877 - Interest income 5,863 349 - Other income 3,909 7,400 Total other income 484,287 373,779 2 Earnings per Share (a) Reconciliation of earnings to profit or loss from continuing operations 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
	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
	(4,506,896)	(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

5

ABN 37 622 817 421

Tymlez Group Limited

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

2 Earnings per Share (continued)

(d) Earnings per share

(d) Earnings per share
Earnings per share: Basic, loss for the year attributable to ordinary equity holders of the parent Diluted, loss for the year attributable to ordinary equity holders of the parent Earnings per share for continuing operations: Basic, loss from continuing operations attributable to ordinary equity holders of the parent Diluted, loss from continuing operations attributable to ordinary equity holders of the parent 3 Trade and Other Receivables CURRENT Deposits Taxes and social security Grant receivable Other receivables Total current trade and other receivables		2022 Cents 2021 Cents (0.45) (0.56) (0.45) (0.56) (0.45) (0.56) (0.45) (0.56)
		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 14 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.

4 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
	2,678,745 (2,678,745)	2,678,745 (2,678,745)
	-	-
	129,129 (90,174)	- -
	38,955	-
	38,955	-

6

ABN 37 622 817 421

Tymlez Group Limited

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

4 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.

7

ABN 37 622 817 421

Tymlez Group Limited

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

5 Trade and Other Payables

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 Other payables Total current trade and other payables		155,180 248,795	271,007 206,244
		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.

6 Borrowings CURRENT Unsecured liabilities: Loan from Netherlands government Insurance premium funding Total current borrowings NON-CURRENT Unsecured liabilities: Loan from Netherlands government Total non-current borrowings	6(a) 6(b)
		229,500 135,066	301,241 18,156
		364,566	319,397
		-	150,620
	6(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;

• Extensions for repayment may be granted at the request of the Group to a period equal to no more than 16 quarterly installments.

8

ABN 37 622 817 421

Tymlez Group Limited

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

6 Borrowings (continued)

(b) Insurance premium funding

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

7 Issued Capital

1,091,421,885 (2021: 986,851,523) fully paid ordinary shares Share issue costs Total issued capital	2022 $ 28,132,273	2021 $ 26,037,049 (2,818,283)
	(2,829,949)
	25,302,324	23,218,766

(a) Ordinary shares

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

8 Reserves

(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.

9

Tymlez Group Limited

ABN 37 622 817 421

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

8 Reserves (continued)

(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.

9 Cash Flow Information

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		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)

10