Plukka Limited ABN 91 106 854 175

Annual Report For the year ended 30 June 2016

Plukka Limited Financial Statements for the Year Ended 30 June 2016

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Corporate Information ........................................................................................................................................... 1 Directors’ Report ..................................................................................................................................................... 2 Auditor’s Independence Declaration .................................................................................................................. 8 Independent Auditor’s Report .............................................................................................................................. 9 Statement of Profit or Loss and Other Comprehensive Income ...................................................................... 11 Statement of Financial Position ........................................................................................................................... 12 Statement of Changes in Equity .......................................................................................................................... 13 Statement of Cash Flows ...................................................................................................................................... 14 Notes to the Financial Statements ...................................................................................................................... 15 ASX Additional Information .................................................................................................................................. 52

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Corporate Information

Directors

Francis Gouten – Non-Executive Director Andrew Worland – Non-Executive Director Charly Duffy - Non-Executive Director Natalia Obolensky - Executive Director

Company Secretary

Charly Duffy

Auditors

RSM Australia Partners 8 St Georges Terrace Perth WA 6000 Telephone: (08) 9261 9100

Bankers

Westpac Banking Corporation Level 9, 109 St Georges Terrace Perth WA 6000

Registered Office

Solicitors

7 Acacia Place Abbotsford VIC 3067

Postal Address 7 Acacia Place Abbotsford VIC 3067

Share Registry

Automic Share Registry Suite 310, Level 3 50 Holt Street Surry Hills NSW 2010

Shareholder enquiries telephone numbers: Within Australia: 1300 288 664 Outside Australia: +61 2 9698 5414

Coghlan & Co Level 27, 101 Collins Street Melbourne VIC 3000

Stock Exchange

Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade Perth WA 6000

ASX Code PKA

Country of Incorporation

Australia

Website

www.plukka.com

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors’ Report

For the year ended 30 June 2016

The directors presents their report, together with the financial statements, on the consolidated entity (referred to hereafter as the “consolidated entity”) consisting of Plukka Limited (referred to hereafter as the “Company” or “parent entity”) and the entities it controlled at the end of, or during, the year ended 30 June 2016.

Directors

The following persons were directors of Plukka Limited during the financial year and up to the date of this report, unless stated otherwise.

Francis Goutenmacher (Non-Executive Chairman - appointed 3 December 2015)
Andrew Worland (Non-Executive Director)
Charly Duffy (Non-Executive Director appointed 3 December 2015)
Natalia Obolensky (Managing Director – appointed 29 April 2016)
Joanne Ooi (Executive Director – appointed 3 December 2015, resigned 2 September 2016)
Jeremy King (Non-Executive Chairman – resigned 3 December 2015)
David Church (Non-Executive Director – resigned 3 December 2015)

Principal activities

The consolidated entity is the premier discovery machine for the world’s most creative designer fine jewellery and the industry’s only international omni-channel retailer.

Dividends

The Directors did not pay any dividends during the financial year. The Directors do not recommend the payment of a dividend in respect of the financial year.

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Review of operations

The Company operates a multi-brand, omni-channel fine jewellery retail business through both its international e-commerce site www.plukka.com, its Hong Kong and London boutiques and pop up and trunk shows around the world. Plukka is headquartered in Hong Kong, one of the leading fine jewellery trade and manufacturing centres in the world.

On 4 December 2015, Plukka Limited (“Plukka”) (formerly Continuation Investments Limited), the legal parent and legal acquirer, completed the acquisition of Treasure Castle Holdings Limited and its subsidiaries (“TCH”). The acquisition did not meet the definition of a business combination in accordance with AASB 3 Business Combinations. Instead the acquisition has been treated as a group recapitalisation, using the principles of reverse acquisition accounting in AASB 3 Business Combinations given the substance of the

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors’ Report (continued) For the year ended 30 June 2016

Review of operations (continued)

transaction is that TCH has effectively been recapitalised. Accordingly, the consolidated financial statements have been prepared as if TCH had acquired Plukka, and not versa as represented by the legal position. The recapitalisation is measured at the fair value of the equity instruments that would have been given by TCH to have exactly the same percentage holding in the new structure at the date of the transaction. Accordingly, the statement of profit or loss and other comprehensive income reflects the twelve months of trading of TCH and the trading of Plukka, the parent company and legal acquirer, of TCH from 4 December 2015.

As the activities of Plukka would not constitute a business based on the requirements of AASB 3, the transaction has been accounted for as a share based payment under AASB 2. The excess of the deemed consideration over the fair value of Plukka, as calculated in accordance with the reverse acquisition accounting principles and with AASB 2, is considered to be a payment for a group restructure and has been expensed.

Concurrent with the acquisition of TCH, Plukka successfully raised $10M through a prospectus offering of 50M new ordinary shares issued at $0.20 per share and re-complied with the ASX listing rules. Plukka’s results for the financial year ended 30 June 2016 have been heavily influenced by the one off accounting entries and transactions associated with the acquisition of TCH and re-compliance with the ASX listing rules. The successful capital raising provided the Company with the funding to substantially increase its staffing and marketing expenses from the December quarter 2015 to enact the business growth strategy outlined in the prospectus.

The loss from ordinary activities attributable to members of $9,321,106 (2015: $1,561,462). Revenue from ordinary activities for the financial year was $1,879,951 (2015: $1,355,571) and gross profit was $756,267 (2015: $538,711). Gross margin percentage remained at 40% (2015: 40%). Revenue increased by 39% year on year driven by:

Expanded geographic footprint with the opening of boutiques in Chater House, Hong Kong and in Burlington Arcade in London. These boutique openings, and associated PR and marketing efforts, have improved brand awareness and customer engagement in the key markets of Hong Kong and the UK. Plukka also opened a temporary boutique in NYC on Madison Avenue for March/April 2016 which reinforced its US sales and ensured continued engagement with US customers.
Relaunched e-commerce platform which better represented the brand and improved the overall customer experience, leading to improved online metrics and strong US based sales.
Increased marketing spending focused on a driving online traffic, attracting new customers and increasing awareness.
A successful series of international pop-ups and trunks shows in Hong Kong, Taiwan, London, Miami and New York City.
Strong online and offline sales in USD also contributed to revenue growth reported in AUD.
Other income of $1,509,052 (2015: $29,852) includes a one off debt forgiveness of $1,473,663 owed by TCH to Value Train Investments Limited that was forgiven on completion of the acquisition of TCH by Plukka.
Marketing and administration fees of $5,254,240 (2015: 2,122,260) includes a significant ramp up of staff and marketing activity in the second half of the financial year, post successful capital raising and re-compliance with ASX listing rules intended to prepare the business for accelerated growth. In response to slower than expected top-line growth, Plukka underwent a significant restructuring in June 2016 which has substantially reduced the marketing and administration fees expected for future financial years.
Restructuring expenses of $464,931 for the opening of the Chater House boutique in Hong Kong, termination of the planned Peninsula Hotel boutique in Kowloon and employee and consultants termination cost associated with downsizing of the operating cost structure in Hong Kong.
Relisting expenses totalling $2,771,474 (2015: $nil) represent the excess of consideration paid by TCH (as the accounting acquirer) over the fair value of the net assets acquired from Plukka (previously Continuation Investments Limited).

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors’ Report (continued) For the year ended 30 June 2016

Review of operations (continued)

Share based payments expense of $2,441,637 (2015: $nil) includes $2,215,800 incurred as part of the issue of Plukka securities on the acquisition of TCH and further share based payments expenses to new employees subsequent to the acquisition.
Other expenses of $631,963 (2015: $nil) includes foreign exchange losses of $429,635 incurred as a result of the exposure to Great Britain Pounds, US dollars and Hong Kong dollars on sales and costs incurred. Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses result from the settlement of such transactions.

While spending has increased with the scale up of the Plukka business globally, a rigorous cost cutting initiative launched in the June quarter of 2016 is expected to have a positive impact on profit or loss in future years.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

No matter or circumstance has arisen since the end of the financial year which has significantly affected or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future years.

Environmental Issues

The Company's operations are not subject to any significant environmental regulations. To the extent that any environmental regulations may have an incidental impact on the Company's operations, the Directors of the Company are not aware of any breach by the Company of those regulations.

Likely Developments and Expected Results of Operations

Like the Company’s competitors, the Company’s activities are exposed to risks associated with the fine jewellery industry, however, on the assumption that demand within the fine jewellery industry continues to strengthen, the Directors believe that the Company’s resources are sufficient to implement the current business strategy that would lead to sustained improvement in financial performance in future financial years. The Directors believe that disclosure of further information as to likely developments in the operations of the Company, and the likely results of those operations would, in their opinion, be speculative and/or prejudice the interests of the Company.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Information on Directors

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Director Name & Title

Experience

Francis Gouten (appointed 3 December 2015) Non-executive chairman

Francis has over 35 years’ experience in the luxury goods business. He was formerly Marketing Manager Cartier International, CEO Cartier Asia and General Manager Cartier France during the 1970’s when Cartier developed from an unknown brand with just a few boutiques to the brand it is today. In 2000, Francis was appointed CEO of Richemont Asia Pacific where he worked closely with some prestigious names in the business including Cartier, Van Cleef & Arpels, Piaget, Vacheron Constantin, Alfred Dunhill and JaegerLeCoultre. In 2006, he retired from Richemont and established Gouten Consulting,

to help luxury brands with their marketing and strategic development in Asia-Pacic and luxury real estate developers to position their new development within Greater China. Francis is the former Chairman of the Luxury Steering Committee of the French Chamber of Commerce and Industry in Hong Kong. He is also an Independent Non-Executive Director at three Hong Kong listed public companies I.T. Limited,

Natural Beauty Bio-Technology Limited and Louis XIII Holdings Limited.

1,500,000 Options exercisable at 20c on or before 1 December 2018. Vesting of the Options is conditional on Mr Gouten remaining as a Director and shall otherwise vest as follows:

Direct Interest in Securities 1,500,000 Options exercisable at 20c on or before 1 December 2018. Vesting of the Options is conditional on Mr Gouten remaining as a Director and shall otherwise vest as follows: • 500,000 Options vest on 1 December 2016; • 500,000 Options vest on 1 December 2017; and • 500,000 vest on 1 December 2018. Indirect Interest in Securities None Special responsibilities None Contractual rights to shares None Current Directorships I.T. Limited, Natural Beauty Bio-Technology Limited and Louis XIII Holding Limited. Former Directorships held in None the past three years

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Information on Directors (cont’d)

Director Name & Title	-	Andrew Worland_(appointed 8 March 2012)_
		Non-executive Director
Qualifications	-	B.Com (UWA), Grad Diploma of Applied Corporate Governance
Experience	-	Andrew has over 20 years’ experience in executive corporate
		and financial roles in ASX and TSX companies. His positions have
		Chief Financial Officer, Company Secretary, commercial,
		marketing and business development management for a
		number of mining companies including entities that grew from
		IPO through to significant operating companies.
Direct Interest in Shares and	-	568,416 Ordinary Shares
Options		875,000 Unlisted Options (exercisable at 20c on or before 1
		December 2018)
Indirect Interest in Shares	-	698,972 Ordinary Shares held by Badlands Super Pty Ltd <
and Options		Thunder Road Super Fund A/C>
Special responsibilities	-	None
Contractual rights to shares	-	None
Current Directorships	-	None
Former Directorships held in	-	None
past threeyears

Director Name & Title	-	Charly Duffy_(appointed 3 December 2015)_
		Non-executive Director and Company Secretarial
Qualifications	-	LL.B
Experience	-	Charly is a qualified and practicing corporate and commercial
		lawyer with over eight years of private practice experience in
		equity capital markets, mergers and acquisitions, corporate
		governance, initial public offerings, secondary capital raisings,
		business and share sale transactions, takeovers, financing, ASIC
		and ASX compliance and all aspects of general corporate and
		commercial law. She is also currently completing the Graduate
		Diploma in Applied Corporate Governance at the Governance
		Institute of Australia.
		Charly is the director and principal of SecPlus Corporate & Legal
		Services, a company secretarial services business and is also a
		director of Coghlan, Duffy & Co, a boutique corporate and
		commercial law firm based in Melbourne.
Special responsibilities	-	None
Contractual rights to shares	-	None
Direct Interest in Shares and	-	None
Options
Indirect Interest in Shares	-	None
and Options
Current Directorships	-	Zyber Holdings Ltd
Former Directorships held in	-	None
past threeyears

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Information on Directors (continued)

	Director Name & Title - Natalia Obolensky_(appointed 29 April 2016)_ Managing Director Qualifications - Insead MBA Experience - Natalia was appointed Managing Director of Plukka on 29 April 2016 following her appointment as Chief Operating Officer of Plukka in March 2016. Natalia has a strong history in business creation and growth markets having spent over five years with global management consultancy firm Bain & Co where she advised on corporate, finance, marketing, business development and organizational change for a number of multi-national clients. She was the founder and CEO of City Swish in London, an on demand beauty service business based in London that achieved 20% plus monthly growth over two years, and was sold to a competitor in early 2016. Natalia has a MBA (INSEAD France) and a Bachelor degree in International Relations from Ivy League Brown University in Rhode Island. Direct Interest in Shares and Options - 1,081,458 Shares 11,823,434 Performance rights convertible into shares subject to the performance and time based milestones detailed in the ASX Announcement dated 3 March 2016. Indirect Interest in Shares and Options - None Special responsibilities - None Contractual rights to shares - None Current Directorships - None Former Directorships held in past threeyears - None

Director Meetings

The number of Directors’ meetings and number of meetings attended by each of the Directors of the Company during the period are:

	Number of Meetings	Number of Meetings
	Eligible to Attend	Directors’ attended
Number of Meetings Held	12
Number of Meetings Attended
Director
Mr. Francis Gouten	12	12
Mr. Andrew Worland	12	12
Ms Charly Duffy	12	12
Ms Joanne Ooi	12	12
Ms Natalia Obolensky	5	5

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Retirement, election and continuation in office of Directors

In accordance with the Constitution, one Director will retire at the annual general meeting and, being � eligible, offer himself or herself for re election.

Company Secretary

Ms Charly Duffy. LLB. Ms Duffy has held the role of Company Secretary since 3 December 2015. Ms Sarah Smith resigned as Company Secretary on 3 December 2015.

Details of the amounts paid to Ms Charly Duffy for company secretarial services provided during the financial year are outlined in note 23 to the financial statements.

Shares Issued on the Exercise of Options

No options were exercised during the financial year.

Indemnity and insurance of Officers

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

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

As required under the Deeds of Indemnity, Insurance and Access between the Company and each of the former Directors who resigned on 3 December 2015, the Company also paid a premium of $42,350 for a 7year run-off Directors & Officers Insurance policy.

Indemnity and insurance of auditor

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

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

Proceedings on behalf of the Company

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

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 22 to the financial statements.

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

The directors are of the opinion that the services as disclosed in note 22 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

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

Officers of the company who are former partners of RSM Australia Partners.

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

Corporate Governance Statement

The Board of Directors of the Company are responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and accountable. The Board continuously reviews its governance practices to ensure they remain consistent with the needs of the Company.

The Company complies with each of the recommendations set out in the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations 3[rd] Edition (“the ASX Principles”).

The Corporate Governance Statement and the Appendix 4G Statement have been released to the ASX and can be found on the Company’s website at www.plukka.com/about-plukka/investor.

Use of funds since re-admission to the ASX

The Directors confirms that the Company has used the cash, and assets in a form readily convertible to cash, that it had at the time of re-admission to the ASX in a way consistent with its business objectives as set out in the Company’s Prospectus dated 20 October 2015.

Rounding off

The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Report) Instrument 2016/91 and in accordance with that class order, amounts in the financial statements have been rounded off to the nearest dollar.

Auditor's independence declaration

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

REMUNERATION REPORT (AUDITED)

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

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

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

Principles used to determine the nature and amount of remuneration
Details of remuneration
Share-based compensation
Service agreements
Additional disclosures relating to key management personnel
Additional information

Principles used to determine the nature and amount of remuneration

The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
• transparency

The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity.

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

implementing coherent remuneration policies and practices to attract, motivate and retain executives and directors who will create value for shareholders and who are appropriately skilled and diverse;
observing those remuneration policies and practices;
fairly and responsibly rewards executives having regard to Group and individual performance, the performance of the executives and the general external pay environment; and
integrating human capital and organisational issues into its overall business strategy.

Additionally, the remuneration framework must refer to the following principles when developing recommendations to the Board regarding executive remuneration:

motivating management to pursue the Group's long-term growth and success;

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

demonstrating a clear relationship between the Group's overall performance and the performance of individuals; and
complying with all relevant legal and regulatory provisions.

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

Executive remuneration

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

In respect of executive remuneration, remuneration packages should include an appropriate balance of fixed and performance-based remuneration and may contain any or all of the following:

Fixed remuneration

Any fixed remuneration component should:

be reasonable and fair;
take into account the Group's legal and industrial obligations and labour market conditions;
be relative to the scale of the Group's business; and
reflect core performance requirements and expectations;
Performance-based remuneration
Any performance-based remuneration should:
take into account individual and corporate performance; and
be linked to clearly-specified performance targets, which should be:
- § aligned to the Group's short and long-term performance objectives; and
- § appropriate to its circumstances, goals and risk appetite;
Equity-based remuneration

Equity-based remuneration can include options or performance shares and is especially effective when linked to hurdles that are aligned to the Group's longer-term performance objectives. However, they should be designed so that they do not lead to 'short-termism' on the part of senior executives or the taking of undue risks. The Board is of the opinion that the adoption of performance-based compensation for executives is necessary to reward executives consistent with increases in shareholder returns.

Termination payments

Termination payments should be agreed in advance, and any agreement should clearly address what will happen in the case of early termination. There should be no payment for removal for misconduct.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Non-executive directors remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Nonexecutive directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.

In respect of non-executive director remuneration, remuneration packages could contain cash fees, superannuation contributions and non-cash benefits in lieu of fees (such as salary sacrifice into superannuation or equity) and may contain any or all of the following:

fixed remuneration – this should reflect the time commitment and responsibilities of the role;
performance-based remuneration – non-executive directors should not receive performance-based remuneration as it may lead to bias in their decision-making and compromise their independence;
equity-based remuneration – non-executive directors can receive an initial allocation of fully-paid ordinary securities if shareholders have approved such an allocation in accordance with the ASX Listing Rules. However, non-executive directors generally should not receive performance shares as part of their remuneration as it may lead to bias in their decision-making and compromise their independence; and
termination payments – non-executive directors should not be provided with retirement benefits other than superannuation.

ASX Listing Rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The maximum aggregate remuneration payable to non-executive directors currently stands at $500,000 per annum.

Details of remuneration

During the financial year ending 30 June 2016, the Directors and key management personnel of the consolidated entity consisted of the following:

Francis Gouten –Non-Executive Director (appointed 3 December 2015)
Andrew Worland – Non-Executive Director
Charly Duffy - Non-Executive Director (appointed 3 December 2015)
Natalia Obolensky – Managing Director (appointed 29 April 2016)
Joanne Ooi - Executive Director (appointed 3 December 2015; resigned 2 September 2016)
Jeremy King (resigned 3 December 2015)
David Church (resigned 3 December 2015)

Since the end of the reporting period, Joanne Ooi resigned on 2 September 2016.

Amounts of remuneration

Details of the remuneration of the Directors and key management personnel as at 30 June 2016 of the consolidated entity are set out in the following tables.

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Total	David Church (Non-Executive Director)	Jeremy King (Non-Executive Director)	Joanne Ooi (Executive Director)	Natalia Obolensky (Managing Director)1	Andrew Worland (Non-Executive Director)	Charly Duffy (Non-Executive Director)	Francis Gouten (Chairman, Non-Executive Director)	2016	Key Management Personnel	-	-
232,060	25,000	5,000	113,280	22,780	31,000	14,000	21,000	$	Cash salary & fees	Short-term benefits
14,160	-	-	14,160	-	-	-	-	$	Cash bonus
-	-	-	-	-	-	-	-	$	Non- moneta ry
5,981	-	-	1,859	797	1,995	1,330	-	$	Superannu ation/ pension	Post- employme nt benefits
-	-	-	-	-	-	-	-	$	Long service leave	Long- term benefits
-	-	-	-	-	-	-	-	$	Equity settled – shares		Share-based payments
900,000	175,000	250,000	-	-	175,000	-	300,000	$	Equity settled - options
169,086	-	-	-	169,0861	-	-	-	$	Equity settled – Performa nce Rights
1,321,287	200,000	255,000	129,299	192,663	207,995	15,330	321,000	$	Total

Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Details of remuneration (continued)

Details of the remuneration of the Directors and the key management personnel of the company for the financial year ended 30 June 2015 are found below:

Mr Jeremy King - $nil Mr Andrew Worland - $nil Mr David Church - $nil

Remuneration of the Directors and key management personnel for the financial year ended 30 June 2015 totalled $Nil.

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

Name Non-Executive Directors: rancis Gouten Charly Duffy Andrew Worland eremy King David Church xecutive Directors: oanne Ooi Natalia Obolensky	Fixed remuneration At risk - STI At risk – LTI 2016 2015 2016 2015 2016 2015
	7% - - - 93% - 100% - - - - - 16% - - - 84% - 2% - - - 98% - 12% - - - 88% - 89% - 11% - - - 12% - - - 88% -

Details of the remuneration of the key management personnel of the Company as at the date of this report are as follows:

Name	Details
Mr. Francis Gouten	AUD$24,000 per annum plus statutory superannuation
Mr. Andrew Worland	AUD$24,000 per annum plus statutory superannuation
Ms Charly Duffy	AUD$24,000 per annum plus statutory superannuation
Ms Natalia Obolensky	USD$180,000 per annum plus pension payments required under Hong Kong law

Share-based compensation

No shares were issued to directors or other key management personnel as part of their remuneration as a Director or executive of the Company during the year ended 30 June 2016.

Options

The terms and conditions of each grant of options which are exercisable into ordinary shares in connection with the remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Name	Number of Options	Exercise Price	Expiry Period
Francis Gouten	1,500,000	$0.20	4/12/18
Andrew Worland	875,000	$0.20	4/12/18
Charly Duffy	Nil	Nil	Nil
Natalia Obolensky	Nil	Nil	Nil
Joanne Ooi	Nil	Nil	Nil
Jeremy King	1,250,000	$0.20	4/12/18
David Church	875,000	$0.20	4/12/18

Options granted carry no dividend or voting rights.

The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2016 are set out below:

Francis Gouten Joanne Ooi Natalia Obolensky David Church Jeremy King Andrew Worland Total	Number of options granted during FY16 Number of options vested during FY16 Number of options granted during FY15 Number of options vested during FY15 1,500,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 875,000 Nil Nil Nil 1,250,000 Nil 1,250,000 Nil 875,000 Nil 1,000,000 Nil
	4,500,000 Nil 2,250,000 Nil

** These options were cancelled upon the Company being reinstated to quotation on ASX.

Performance Rights

The terms and conditions of each grant of Performance Rights which are convertible into ordinary shares for nil consideration on the achievement of the relevant Performance Milestone in connection with the remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

Number of Performance Rights	Grant date	Vesting and conversion terms	Expiry date of Vesting Period	Fair Value at grant date
3,000,000	25/11/2015	Tranche 12	4/12/2017	Nil
3,000,000	25/11/2015	Tranche 23	4/12/2017	Nil
3,000,000	25/11/2015	Tranche 34	4/12/2018	Nil
2,138,714	3/3/2016	Tranche 1	4/12/2017	Nil
2,138,714	3/3/2016	Tranche 2	4/12/2017	Nil
2,138,714	3/3/2016	Tranche 3	4/12/2018	Nil
6,488,750	3/3/2016	Time Based5	3/3/2019	1,103,088

2 Tranche 1 Performance Rights are convertible into shares upon the achievement of sales revenue which equals or exceeds AU$2.5 million during any three month reporting period that ends on or prior to 4 December 2017. 3 Tranche 2 Performance Rights are convertible into shares when the 20-day volume weighted average price of PKA shares on the ASX equals or exceeds AU$0.50 at any time within two years prior to 4 December 2017.

4 Tranche 3 Performance Rights are convertible into shares upon the achievement of consolidated EBIT by the Company during any three month reporting period that ends on or prior to 4 December 2018 that equals or exceeds A$1.25 million. 5 Subject to Ms Obolensky being employed by, and not being in breach of any obligation owed to, the Company as at each vesting date, 540,729 Time Based Rights vest and are convertible into shares on the expiry of each three month anniversary of 14 January 2016 until all Time Based Rights issued to Ms Obolensky have been converted. Ms Obolensky must provide prior consent to the conversion of any Performance Rights.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Performance Rights granted carry no dividend or voting rights.

The number of Performance Rights granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2016 are set out below:

	Number of	Number of	Number of	Number of
	Performance	Performance	Performance	Performance
	Rights	Rights	Rights	Rights
	granted	vested	granted	vested
	during FY16	during FY16	during FY15	during FY15
Joanne Ooi	Nil6	Nil	Nil	Nil
Natalia Obolensky	12,904,8927	Nil	Nil	Nil
David Church	Nil	Nil	Nil	Nil
Jeremy King	Nil	Nil	Nil	Nil
Andrew Worland	Nil	Nil	Nil	Nil
Francis Gouten	Nil	Nil	Nil	Nil

Shareholdings of key management personnel

The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Company, including their personally related parties, is set out below:

Name	Balance at the start of the year	Additions	Disposals / Other	Received as remuneration	Balance as at the end of the year
Francis Gouten	-	-	-	-	-
Andrew Worland	1,689,850	-	(422,462)***	-	1,267,388
Charly Duffy	-	-	-	-	-
Joanne Ooi	-	10,357,340	-	-	10,357,340
Natalia Obolensky	-	-	-	-	-
Jeremy King	2,484,411	-	(607,881)***	-	1,876,530**
David Church	1,944,872	-	(486,218)***	-	1,458,654**
Total	6,119,133	10,357,340	(1,516,561)	-	14,959,912

** Shareholdings as at date of resignation as Director. Shareholdings reduced as a result of the share consolidation on 15 September 2015.

*** Shareholdings reduced as a result of the share consolidation on 15 September 2015.

Option holdings of key management personnel

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

6 9,000,000 Performance Rights were granted to Joanne Ooi in her capacity as vendor of the Treasure Castle Holdings shares.

7 1,081,458 Performance Rights vested on 14 July 2016 and have since been converted into shares.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Name	Balance at the start of the year	Granted	Exercised	Expired/ other	Balance at the end of the year
Francis Gouten	-	1,500,0008	-	-	1,500,000
Andrew Worland	1,000,000	875,000	-	(1,000,000) (cancelled)	875,000
Charly Duffy	-	-	-	-	-
Joanne Ooi	-	-	-	-	-
Natalia Obolensky	-	-	-	-	-
Jeremy King	1,250,000	1,250,000	-	(1,250,000) (cancelled)	1,250,000
David Church	-	875,000	-	-	875,000
Total	2,250,000	4,500,000	-	(2,250,000)	4,500,000

Performance Rights granted to key management personnel

The performance rights in the Company held each director and other members of key management personnel of the Company during the Reporting Period is set out below:

Name	Balance at the start of the year	Granted	Exercised	Expired/ other	Balance at the end of the year
Francis Gouten	-	-	-	-	-
Andrew Worland	-	-	-	-	-
Charly Duffy	-	-	-	-	-
Joanne Ooi	-	9,000,0009	-	-	9,000,000
Natalia Obolensky	-	12,904,892	-	-	12,904,892
Jeremy King	-	-	-	-	-
David Church	-	-	-	-	-
Total	-	21,904,892	-	-	21,904,892

8 Options vest in three tranches of 500,000 options on each anniversary of the Company’s reinstatement to quotation on ASX (ie 4 December 2015).

9 Performance Rights granted in consideration for the acquisition by the Company of shares held in Treasure Castle Holdings Ltd, not as remuneration for services.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Service agreements

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

Name: Natalia Obolensky Title: Chief Executive Officer Commencement 29 April 2016 Date: Term of agreement: Two years unless terminated earlier Details: Remuneration: US$15,000 per month (plus minimum contributions to Mandatory Provident Fund Scheme in accordance with HK regulations) Bonus: Subject to the completion of one years’ service (which commenced on 3 March 2016 as COO), an amount equal to one months’ salary will be paid on Chinese New Year each year.

Termination: reciprocal 3 months notice or immediate termination for cause Annual leave: Ms Obolensky is entitled to 25 days of annual leave per year in addition to Hong Kong public holidays.

Performance Rights: the provisions of Ms Obolensky’s prior services agreement relating to the Performance Rights issued to her on 3 March 2016 survive termination of that agreement. No additional Performance Rights are to be issued under the new Executive Services Agreement.

Redundancy: in the event of redundancy, Ms Obolensky will be entitled to the conversion of such Time Based Rights as prorated to the end of the month in which Ms Obolensky is notified of her redundancy.

The Executive Services Agreement provides for other customary provisions regarding intellectual property, confidentiality and non-compete entitlements.

The Executive Services Agreement is governed by the laws of Victoria, Australia.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

Additional Disclosures relating to with key management personnel and their related parties

From 4 December 2015, the Company engaged SecPlus Corporate and Legal Services (“ SecPlus ”), a company associated with Charly Duffy, to provide ongoing company secretarial services to the Company under a monthly retainer of $4,000 (plus GST) (2015: nil in total). Under the terms of the retainer with SecPlus, the Company is availed to a discounted hourly rate for legal services provided by SecPlus and Coghlan & Co (both companies associated with Charly Duffy). During the Reporting Period SecPlus and and Coghlan & Co (both entities related to Ms Duffy) were paid fees totalling $2,490 excluding GST (2015: nil in total) for legal services associated with specific mandated work.

These transactions were entered into on arms length commercial terms and conditions which are no less favourable than those available to other parties.

Remuneration consultants

No remuneration consultants were used by the Company during the year.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Shares under Option

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

Date Granted	Expiry Date	Exercise Price	Number of Shares to be issued on exercise/ conversion
Options
25 November 2015	4 December 2018	$0.20	11,000,000 Escrowed to 4 December 2017.
28 January 2016	28 January 2019	$0.20	540,000 N/A
Total Options	11,540,000
Tranche 1 Performance Rights10
25 November 2015	4 December 2017	Nil	7,000,000 Escrowed to 4 December 2017.
3 March 2016	4 December 2017	Nil	2,138,714
29 July2016	4 December 2017	Nil	500,998
Tranche 2 Performance Rights11
25 November 2015	4 December 2017	Nil	6,267,500 Escrowed to 4 December 2017.
3 March 2016	4 December 2017	Nil	2,138,714
29 July2016	4 December 2017	Nil	500,998
Tranche 3 Performance Rights12
25 November 2015	4 December 2018	Nil	6,267,500 Escrowed to 4 December 2017.
3 March 2016	4 December 2018	Nil	2,138,714
29 July2016	4 December 2018	Nil	500,998
Time Based Rights13
3 March 2016	3 March 2019	Nil	5,407,292
29 July2016	1 June 2019	Nil	1,503,000
Total Performance Rights	34,364,428
Total Options + Performance Rights	45,904,428

10 Tranche 1 Performance Rights are convertible into shares upon the achievement of sales revenue which equals or exceeds AU$2.5 million during any three month reporting period that ends on or prior to 4 December 2017.

11 Tranche 2 Performance Rights are convertible into shares when the 20-day volume weighted average price of PKA shares on the ASX equals or exceeds AU$0.50 at any time within two years prior to 4 December 2017.

12 Tranche 3 Performance Rights are convertible into shares upon the achievement of consolidated EBIT by the Company during any three month reporting period that ends on or prior to 4 December 2018 that equals or exceeds A$1.25 million.

13 Time Based Performance Rights which will convert into shares subject to the achievement of continuous service conditions over a three year period from the date of employment of the relevant holder.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Additional Information

The earnings of the consolidated entity for last two years to 30 June 2016 are summarised below:

Sales revenue EBITDA EBIT Loss after income tax	2016 2015 $ $
	1,879,951 1,355,571 (9,233,319) (1,513,400) (9,298,926) (1,553,697) (9,321,106) (1,561,462)

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

Share price at financial year end ($) Total dividends declared (cents per share) Basic earnings per share (cents per share)	2016 2015
	0.037 0.086 - - (0.10) (0.10)

No audited information exists prior to the 2015 financial year due to the changes in the controlled entities as a result of the reverse acquisition that occurred in the 2016 financial year .

End of Remuneration Report

This report of Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of Directors.

Francis Gouten Non-executive Chairman

Dated: 30 September 2016

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RSM Australia Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Plukka Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

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

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 30 September 2016

TUTU PHONG Partner

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

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

Liability limited by a scheme approved under Professional Standards Legislation

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RSM Australia Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PLUKKA LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Plukka Limited, which comprises the statement of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility 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 is free from material misstatement, whether due to fraud or error. In Note 1(a)(i), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

Liability limited by a scheme approved under Professional Standards Legislation

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Independence

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

Opinion

In our opinion:

(a) the financial report of Plukka Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the consolida ted entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(a)(i).

Report on the Remuneration Report

We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2016. 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.

Opinion

In our opinion, the Remuneration Report of Plukka Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .

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Perth, WA Dated: 30 September 2016

RSM AUSTRALIA PARTNERS TUTU PHONG Partner

Plukka Limited Financial Statements for the Year Ended 30 June 2016

Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2016

Note	Consolidated 2016 $ 2015 $
Revenue 4 Cost of goods sold Gross margin Other income 5 Expenses Marketing and administration expenses 6 Restructure expenses 6 Relisting expenses 21 Share based payments expenses 26 Finance costs Other expenses 6 Loss before income tax expense Income tax expense 7 Loss after income tax expense for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Basic earnings per share 18 Diluted earnings per share 18	1,879,951 1,355,571 (1,123,684) ( 816,860)
	756,267 538,711 1,509,052 29,852 (5,254,240) (2,122,260) (464,931) - (2,771,474) - (2,441,637) - (21,768) ( 4,650) (631,963) -
	(11,586,013) (2,126,910)
	(9,320,694) (1,558,347) (412) (3,115)
	(9,321,106) (1,561,462) (147,867) (139,142)
	(147,867) (139,142)
	(9,468,973) (1,700,604)
	Cents Cents (0.10) (0.10) (0.10) (0.10)

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Statement of Financial Position As at 30 June 2016

Note	Consolidated 2016 $ 2015 $
Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories 10 Other assets 11 Total current assets Non-current assets Plant and equipment 12 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 13 Borrowings 14 Total current liabilities Total liabilities Net assets/(liabilities) Equity Issued capital 15 Reserves 16 Foreign currency translation reserve 16 Accumulated losses 17 Total equity	4,952,570 494,701 - 91 346,232 54,734 619,521 300,897
	5,918,323 850,423 453,754 76,588
	453,754 76,588
	6,372,077 927,011
	694,772 268,069 - 2,118,127
	694,772 2,386,196
	694,772 2,386,196
	5,677,305 (1,459,185)
	20,501,646 5,391,420 1,495,237 - (297,042) (149,175) (16,022,536) (6,701,430)
	5,677,305 (1,459,185)

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Statement of Changes in Equity For the year ended 30 June 2016

Consolidated	Issued Capital $ Options & Rights Valuation Reserve $ Foreign Currency Translation $ Accumulated Losses $ Total $
Balance at 1 July 2014 Loss after income tax expense for the year Other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of preference shares Balance at 30 June 2015 Balance at 1 July 2015 Loss after income tax expense for the year Other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of shares Share issue costs Share based payments Balance at 30 June 2016	5,184,330 - (10,033) (5,139,968) 34,329 - - - (1,561,462) (1,561,462) - - (139,142) - (139,142)
	- - (139,142) (1,561,462) (1,700,604) 207,090 - - - 207,090
	207,090 - - - 207,090
	5,391,420 - (149,175) (6,701,430) (1,459,185)
	5,391,420 - (149,175) (6,701,430) (1,459,185) - - - (9,321,106) (9,321,106) - - (147,867) - (147,867)
	- - (147,867) (9,321,106)) (9,468,973) 16,312,176 - - - 16,312,176 (740,350) - - - (740,350) (461,600) 1,495,237 - - 1,033,637
	15,110,226 1,495,237 - - 16,605,463
	20,501,646 1,495,237 (297,042) (16,022,536) 5,677,305

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Statement of Cash Flows For the year ended 30 June 2016

Note	Consolidated 2016 $ 2015 $
Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest paid Other – deposits paid Income taxes paid Net cash used in operating activities 19 Cash flows from investing activities Payments for property, plant and equipment Proceeds from sale of property, plant and equipment Acquisition of subsidiary, net cash acquired 21 Net cash (used in) / from investing activities Cash flows from financing activities Proceeds from issue of shares 15 Proceeds from borrowings Receipts for subscription of convertible notes Share issue transaction costs 15 Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 8	1,879,951 1,188,464 (5,776,145) (2,379,559) 868 - (21,768) (4,649) (256,667) - (412) (3,115)
	(4,174,173) (1,198,859)
	(475,434) (36,724) 13,000 - 412,328 -
	(50,106) (36,724)
	10,000,000 - - 775,338 - 200,680 (740,350) -
	9,259,650 976,018
	5,035,371 (259,565) 494,701 893,408 (577,502) (139,142)
	4,952,570 494,701

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements

For the year ended 30 June 2016

1. Statement of Significant Accounting Policies

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Plukka Limited and its subsidiaries (“the consolidated entity”).

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001, as appropriate for for-profit orientated entities.

(i) Compliance with IFRS

The consolidated financial statements comply with Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the consolidated financial statements and notes of Plukka Limited comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

(ii) Historical cost convention

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

(iii) New, revised or amending Accounting Standards and Interpretations adopted Standards adopted for the first time:

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the consolidated entity’s financial performance or position.

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(a) Basis of preparation (continued)

(iv) Critical accounting estimates

The preparation of financial statements in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 2.

(v) Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 23.

(vi) Going concern basis of preparation

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

(vii) Current and non-current classification

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

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

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(viii) Reverse asset acquisition

On 4 December 2015, the Company acquired 100% of TCH for the issue of 72.735 million (post consolidation) ordinary fully paid shares in Plukka. In conjunction with the Transaction, Plukka Limited undertook a share consolidation on a 3-for-4 basis and a capital raising of up to A$10,000,000 at A$0.20 per share (post Consolidation).

The acquisition has been accounted for using the principles for reverse acquisitions in AASB 3 Business Combinations because, as a result of the Acquisition, the former shareholders of TCH (the legal subsidiary) obtained accounting control of Plukka Limited (the legal parent).

The acquisition did not meet the definition of a business combination in accordance with AASB 3 Business Combinations as Plukka was deemed not to be a business for accounting purposes and, therefore, the transaction was not a business combination within the scope of AASB 3. Instead the acquisition has been accounted for as a share-based payment transaction using the principles of share based payment transactions in AASB 2, and in particular the guidance in AASB 2 that any difference in the fair value of the shares issued by the accounting acquirer (TCH) and the fair value of the accounting acquiree’s (Plukka Limited) identifiable net assets represents a service received by TCH, including payment for a service of an ASX stock exchange listing.

Accordingly the consolidated financial report of Plukka Limited for the period 1 July 2015 has been prepared as a continuation of the business and operations of TCH. As the deemed accounting acquirer, TCH has accounted for the acquisition from 4 December 2015. To align with the consolidation group, TCH changed its year end to 30 June 2016, therefore the period reported is for twelve months.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(a) Basis of preparation (continued)

(viii) Reverse asset acquisition (continued)

The impact of the reverse asset acquisition on each of the primary statements is as follows:

Consolidated Statement of Profit or Loss and Other Comprehensive Income:

The statement of profit or loss and other comprehensive income for the year ended 30 June 2016 comprises twelve months of TCH and the period since 4 December 2015 of Plukka Limited.
The comparative statement of profit or loss and other comprehensive income for the year ended 30 June 2015 comprises twelve months of TCH.

Consolidated Statement of Financial Position:

The statement of financial position as at 30 June 2016 represents both Plukka Limited and TCH.
The comparative statement of financial position at 30 June 2015 represents TCH.

Consolidated Statement of Changes in Equity:

The statement of changes in equity for the year ended 30 June 2016 comprises TCH’s equity balance at 1 July 2015, its loss for the period and transactions with equity holders for the twelve months. It also comprises Plukka Limited’s transactions with equity holders since the 4 December 2015 acquisition date and the equity balances of Plukka Limited and TCH as at 30 June 2016.
The comparative statement of changes in equity for the year ended 30 June 2015 comprises twelve months of TCH.

Consolidated Statement of Cash Flows:

The statement of cash flows for the year ended 30 June 2016 comprises twelve months of TCH and the period from the acquisition date 4 December 2015 of Plukka Limited.
The comparative statement of cash flows for the year ended 30 June 2015 comprises twelve months of TCH.

References throughout the financial statements to “reverse asset acquisition” are in reference to the above accounting treatment.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(b) Principles of consolidation

The consolidated financial statements incorporates the assets and liabilities of all subsidiaries of Plukka Limited (“Company” or “Parent Entity”) as at 30 June 2016 and the results of all subsidiaries for the year then ended. Plukka Limited and its subsidiaries together are referred to in these financial statements as the “consolidated entity”.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

Has power over its investee;
Is exposed, or has rights, to variable returns from its involvement with the investee;

and

Has the ability to use its powers to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

the size of the Company's holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not
have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the consolidated entity's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the consolidated entity are eliminated in full on consolidation.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(c) Foreign currency translation

Presentation currency

The consolidated financial statements are presented in Australian dollars.

Functional currency

The individual financial statements of each entity in the consolidated entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of these financial statements, the results and financial position of the consolidated entity are expressed in Australian dollars, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange variations resulting from the translation are recognised in the foreign currency translation reserve in equity.

(d) Revenue recognition

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Sale of goods

Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.

Interest income

Interest income is recognised using the effective interest method.

Other revenue

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(e) Income tax

Current tax

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

Deferred tax

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits.

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

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

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

(f) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

(g) Trade receivables

Trade receivables, which generally have 30-90 day terms, are initially recognised at fair value and are subsequently carried at amortised cost amount less an allowance for any uncollectible amounts.

An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(h) Inventories

Finished goods are stated at the lower of cost and net realisable value.

Cost is calculated on specific identification basis as appropriate and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the year the write-down or loss occurs.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(i) Plant and equipment

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

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Plant and equipment are depreciated or amortised on a reducing balance or straight line basis at rates based upon their expected useful lives as follows:

Leasehold improvements – over the lease term
Furniture, fixtures and equipment – 4 – 5 years
Computer equipment – 3 years

Leasehold improvements under lease are depreciated over the unexpired period of the lease or estimated useful life of the assets, whichever is shorter.

Depreciation is recognised so as to write off the cost (other than freehold land) less their residual values over their useful lives. The estimated residual value of plant and equipment has been assessed to be zero. The depreciation method is reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis.

Depreciation rate and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a “prospective” basis.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs of disposal and value in use. Gains and losses on disposals are determined by comparing proceeds with carrying amount.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(j) Trade payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(k) Goods and services tax (GST)

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

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

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(l) Borrowings

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

(m) Provisions

Provisions are recognised when the consolidated entity has a present obligation (legal or constructive) as a result of a past event, it is probable that the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

(n) Impairment of non-financial assets

Assets that have finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The consolidated entity conducts an annual internal review of asset values, which is used as a source of information to assess for any indicators of impairment. External factors such as changes in technology and economic conditions are also monitored to assess for indicators of impairment. If any indication of impairment exists, an estimate of the assets recoverable amount is calculated. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost of disposal and value in use.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(o) Employee benefits

Short-term obligations

Provision is made for the Company's liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled.

Long-term employee benefit obligations

Employee benefits expected to be settled more than twelve months after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to future employee wage increases and the probability that the employee may satisfy vesting requirements. Cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows. Changes in the measurement of the liability are recognised in profit or loss.

Share-based payments

Share-based compensation benefits are provided to employees.

The fair value of options and performance rights granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options and performance rights granted.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options or performance rights that are expected to vest based on the vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

The fair value at grant date is determined using an option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected divided yield and the risk-free interest rate for the term of the option. The market based rights have been valued using a hybrid employee share option model taking into consideration the above inputs in addition to the statistical likelihood of the market based hurdle being achieved within the required period.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Noes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(p) Contributed equity

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

(q) Dividends

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

(r) Earnings per Share

Basic earnings per share

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

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of 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 shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2016. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 9 Financial Instruments

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-fortrading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures.

The consolidated entity will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted (continued)

AASB 15 Revenue from Contracts with Customers

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer.

The consolidated entity will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

1. Significant Accounting Policies (continued)

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted (continued)

AASB 16 Leases

This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straightline operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

The consolidated entity will adopt this standard from 1 July 2019 but the impact of its adoption is yet to be assessed by the consolidated entity.

2. Critical Accounting Estimates and Judgments

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. In the opinion of the Directors, there are no critical accounting estimates and judgements in this financial report.

Share-based payment transactions

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

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

2. Critical Accounting Estimates and Judgments (continued)

Provision for impairment of receivables

The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor’s financial position.

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

3. Operating Segments

The directors have considered the requirements of AASB 8 – Operating Segments and the internal reports that are reviewed by the Chief Operating Decision Maker (the Board) in allocating resources and have concluded that at this time there are no separately identifiable segments.

Following the adoption of AASB 8, the identification of the Company’s reportable segments has not changed. During the period, the Company’s considers that it has only operated in one segment, being operating a multi-brand, omni-channel fine jewellery retail business.

The Company is domiciled in Australia. Revenue from external customers is generated globally. Assets are located in United Kingdom, USA and Hong Kong.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

4. Revenue

. Revenue
Sale of goods Sales revenue 5. Other income Other revenue Interest revenue Debt forgiveness1 Gain on foreign exchange	2016 $ 2015 $
	1,879,951 1,355,571
	1,879,951 1,355,571
	2016 $ 2015 $
	34,521 29,748 868 - 1,473,663 - - 104
	1,509,052 29,852

1 A debt of $1,473,663 due from TCH to Value Train Investments Limited was forgiven upon the acquisition of TCH by Plukka on 4 December 2015 and re-compliance with ASX Listing Rules.

6. Expenses

Expenses
Marketing and Administration expenses: Marketing expenses Employee related costs Professional fees Rental & services expenses Information technology expenses Depreciation Other administration expenses Restructure expenses1 Relisting expenses2 Other expenses: Write off of receivable3 Foreign exchange losses Loss on sale of assets	2016 $ 2015 $
	1,669,568 633,935 1,178,402 489,947 870,487 372,576 499,643 214,495 343,185 199,514 65,607 40,297 627,348 171,496
	5,254,240 2,122,260
	464,931 - 2,771,474 - 182,744 - 429,635 - 19,584 -
	631,963 -

1 Restructuring expenses of $464,931 for the opening of the Chater House boutique in Hong Kong, termination of the planned Peninsula Hotel boutique in Kowloon and employee and consultants termination cost associated with downsizing of the operating cost structure in Hong Kong.

2 The costs of the acquisition relative to the fair value of the issued shares of Plukka immediately prior to the acquisition is recognised as Relisting expenses of $2,771,474 (note 21).

3 Write off of The Biofusionary Corporation Promissory Note balance.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

7. Income Tax Expense

	2016	2015	2015
Income tax expense	$	$
Current tax	412		3,115
Deferred tax – origination and reversal of temporary	-		-
differences
Adjustment recognised for prior periods	-		-
Aggregate income tax expense	412		3,115
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense	(9,320,694)	(1,558,347)
Tax at the statutory rate of 30% (2015: 30%)	(2,796,208)	(467,504)
Tax effect amounts which are not deductible/(taxable) in calculating taxable		income:
- non-taxable income	(245,077)		-
- non-deductible expenses	306,499		1,733
-unrecognised temporary differences	(16,153)		1,256
- effect of different tax rates in countries in which the
consolidated entity operates	1,077,730		210,377
- share based payments	732,491		-
-tax losses carried forward not brought to account	626,998		254,138
-impairment	54,823		-
-relisting expenses	831,442		-
-sundry items	412		3,115
Income tax expense	412		3,115
The applicable weighted average effective tax
rates are as follows:	0%		0%
Unrecognised carried forward tax losses
	2016	2015
	$	$
Tax losses	11,477,313	6,471,174

Carried forward tax losses have not been recognised because it is presently not considered probable that future taxable profit will be available against which the company can utilise the benefits therein.

The carried forward losses in Plukka prior to the acquisition date have not been carried forward due to the change in the ownership and business activity of the Company.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

8. Cash and Cash Equivalents

Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows:

	2016	2015
	$	$
Cash at bank	4,952,570	494,701
Cash on deposit	-	-
Balance as per statement of cash flows	4,952,570	494,701

The credit risk of the company in relation to cash is the carrying amount and any unpaid interest.

9. Trade and Other Receivables


Trade and Other Receivables Trade debtors	2016 $ 2015 $
	- 91
	- 91

10. Inventories


Inventories Finished Goods Less: Provision for impairment	2016 $ 2015 $
	528,883 249,298 (182,651) (194,564)
	346,232 54,734

11. Other assets


Other assets Security deposits Prepayments	2016 $ 2015 $
	342,655 128,216 276,866 172,681
	619,521 300,897

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

12. Plant and Equipment


Plant and Equipment Leasehold improvement – at cost Less: Accumulated depreciation Furniture, fixtures and equipment - at cost Less: Accumulated depreciation Computer equipment - at cost Less: Accumulated depreciation	2016 $ 2015 $
	417,803 160,639 (38,124) (123,268)
	379,679 37,371
	91,218 45,129 (40,006) (15,835)
	51,212 29,294
	73,733 50,097 (50,870) (40,174)
	22,863 9,923
	453,754 76,588

Reconciliations

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

Consolidated Balance at 1 July 2014 Additions Disposals Depreciation expense Translation Balance at 30 June 2015 Additions Disposals Written-back on disposals Reclassification Depreciation expense Translation Balance at 30 June 2016	Leasehold improvements $ Furniture, fixtures and equipment $ Computer equipment $ Total $
	60,492 20,400 17,695 98,587 5,251 15,108 3,422 23,781 - - - - (26,081) (4,655) (9,561) (40,297) (2,291) (1,559) (1,633) (5,483)
	37,371 29,294 9,923 76,588 426,115 12,273 22,240 460,628 (140,808) - - (140,808) 121,647 - - 121,647 (19,452) 19,452 - - (47,172) (9,654) (8,781) (65,607) 1,978 (153) (519) 1,306
	379,679 51,212 22,863 453,754

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

13. Trade and Other Payables


Trade and Other Payables Trade creditors Other payables *		2016 $ 2015 $
		42,298 62,254 652,474 205,815
		694,772 268,069

Other payables includes unpresented cheques from past distributions which are held until they are claimed or passed to the relevant authorities, after an appropriate period, as unclaimed monies.

14. Borrowings


Borrowings Loan payable1 Borrowing – Value Train2 Borrowings – other Borrowing – related parties	2016 $ 2015 $
	- 513,798 - 1,402,549 - 1,100 - 200,680
	- 2,118,127

1 In May 2015, TCH entered into a bridge loan agreement with Plukka with a face value of $500,000. The loan is unsecured, bearing interest at 12% per annum and was due in May 2016. Following Plukka’s acquisition of TCH on 4 December 2015, the loan became an intercompany receivable and eliminates on consolidation. At 30 June 2016, the loan remained unsettled. The board of Plukka has resolved not to call the loan before February 2018.

2 The amount represented the amount due from TCH to Value Train Investments Limited, which was forgiven during the year following the acquisition of TCH by Plukka.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

15. Issued Capital

ssued Capital
Ordinary shares fully paid Movement in ordinary shares Opening balance at beginning of year Allotment of shares- conversion of convertible notes Conversion of preference shares Conversion of preference shares Elimination of existing TCH shares Existing Plukka shares on acquisition1 Capital raising at $0.20 per share Shares issued to acquire TCH Issue of facilitation shares Capital raising costs – options issued Capital raising costs Closing balance at end of year	2016 Number of shares 2016 $	2016 $ 2015 $
		20,501,646 5,391,420
		20,501,646 5,391,420
		2015 Number of shares 2015 $
	14,193,334 5,391,420 2,100,105 799,369 (4,193,334) - 4,193,334 - (16,293,439) - 20,524,132 - 50,000,000 10,000,000 72,734,997 4,104,807 7,040,000 1,408,000 - (461,600) - (740,350)	14,193,334 5,391,420 - - - - - - - - - - - - - - - - - - - -
	150,299,129 20,501,646	14,193,334 5,391,420

1 Securities shown on a post 3 for 4 basis on consolidation.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

15. Issued Capital (continued)

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

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

Share buy-back

There is no current on-market share buy back scheme in place.

16. Reserves

Option reserve (a) Rights reserve (b) Foreign currency translation reserve (c)	2016 $ 2015 $
	1,324,558 - 170,679 - (297,042) (149,175)
	1,198,195 (149,175)

a) Options Reserve The following are the options outstanding at reporting date: Movements in option reserve 30 June 2016 30 June 2015 No. of shares $ No. of shares $ Balance at beginning of year - - - - - Issue of option for transaction facilitation expense with an exercise price of $0.20 7,000,000 807,800 - - - Issue of options for transaction facilitation capital raising costs with an exercise price of $0.20 4,000,000 461,600 - - - Issue of options for consultation services with an exercise price of $0.20 540,000 55,158 Balance at end of year 11,540,000 1,324,558 - -	a) Options Reserve The following are the options outstanding at reporting date: Movements in option reserve 30 June 2016 30 June 2015 No. of shares $ No. of shares $ Balance at beginning of year - - - - - Issue of option for transaction facilitation expense with an exercise price of $0.20 7,000,000 807,800 - - - Issue of options for transaction facilitation capital raising costs with an exercise price of $0.20 4,000,000 461,600 - - - Issue of options for consultation services with an exercise price of $0.20 540,000 55,158 Balance at end of year 11,540,000 1,324,558 - -	a) Options Reserve The following are the options outstanding at reporting date: Movements in option reserve 30 June 2016 30 June 2015 No. of shares $ No. of shares $ Balance at beginning of year - - - - - Issue of option for transaction facilitation expense with an exercise price of $0.20 7,000,000 807,800 - - - Issue of options for transaction facilitation capital raising costs with an exercise price of $0.20 4,000,000 461,600 - - - Issue of options for consultation services with an exercise price of $0.20 540,000 55,158 Balance at end of year 11,540,000 1,324,558 - -
	Balance at beginning of year - Issue of option for transaction facilitation expense with an exercise price of $0.20 - Issue of options for transaction facilitation capital raising costs with an exercise price of $0.20 - Issue of options for consultation services with an exercise price of $0.20 Balance at end of year	- - - - 7,000,000 807,800 - - 4,000,000 461,600 - - 540,000 55,158
		11,540,000 1,324,558 - -

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

16. Reserves (continued)

b) Rights Reserve Movements in rights reserve	30 June 2016 30 June 2015 No. of shares $ No. of shares $
Balance at beginning of year Issue of the performance rights - Tranche 1 - Tranche 2 - Tranche 3 - Time based - Director - Time based - Employee Balance at end of year	7,000,000 - - - 6,267,500 - - - 6,267,500 - - - 6,488,750 169,086 - - 1,503,000 1,593 - -
	27,526,750 170,679 - -

c) Foreign currency translation reserve

The reserve is used to recognised exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.

17. Accumulated losses

Opening balance at beginning of the year Loss for the year Closing balance at end of the year arnings per Share Basic and diluted loss per share (a) Loss used in the calculation of EPS	2016 $ 2015 $
	(6,701,430) (5,139,968) (9,321,106) (1,561,462)
	(16,022,536) (6,701,430)
	2016 $ 2015 $
	(0.10) (0.10)
	(9,468,973) (1,700,604)

18. Earnings per Share

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

18. Earnings per Share (continued)

(b) Weighted average number of ordinary shares outstanding during the year used in calculating basic earnings per share.

	2016	2015
	No.	No.
Weighted average number of ordinary shares
outstanding during the year used in calculating basic
earnings per share	98,523,762	17,200,985

Diluted earnings per share is equivalent to basic earnings per share. Options on issue are not dilutive as the company has made a loss for the year.

19. Reconciliation of loss after income tax to net cash from operating activities

Loss after income tax expense for the year Non-cash items: Depreciation Write off of receivables Share based payment expense Relisting expenses Gain from forgiveness of debt Impairment of inventory Movement in assets and liabilities: Trade and other receivables Inventories Other assets Trade and other payables Cash outflow from operations	2016 $ 2015 $
	(9,321,106) (1,561,462) 65,607 40,297 182,744 - 2,441,637 - 2,771,474 - (1,473,663) - 182,651 - 91 - (474,149) 107,181 1,087,678 (173,384) 362,863 388,509
	(4,174,173) (1,198,859)

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

20. Controlled Entities

Parent entity Plukka Limited (formerly known as Continuation Investments Limited) Name of Controlled Entity Treasure Castle Holdings Limited Plukka (HK)Inc Plukka (UK) Limited Plukka (USA) Inc	Country of Incorporation Principal Activities Ownership %
	Australia Parent HK Holding company 100% HK Trading of fine jewellery 100% UK Trading of fine jewellery 100% USA Provision of marketing representation 100%

The proportion of ownership interest is equal to the proportion of voting power held.

21. Reverse acquisition accounting

On 4 December 2015, Plukka Limited (formerly Continuation Investments Limited), the legal parent and legal acquirer, completed the acquisition of Treasure Castle Holdings Limited (TCH). The acquisition did not meet the definition of a business combination in accordance with AASB 3 Business Combinations. Instead the acquisition has been treated as a group recapitalisation, using the principles of reverse acquisition accounting in AASB 3 Business Combinations given the substance of the transaction is that TCH has effectively been recapitalised.

Accordingly, the consolidated financial statements have been prepared as if TCH had acquired Plukka Limited, and not vice versa as represented by the legal position. The recapitalisation is measured at the fair value of the equity instruments that would have been given by TCH to have exactly the same percentage holding in the new structure at the date of the transaction. Accordingly, the statement of profit or loss and other comprehensive income reflects the twelve months of trading of TCH and the trading of Plukka Limited, the parent company and legal acquirer of TCH, from 4 December 2015.

As the activities of Plukka Limited would not constitute a business based on the requirements of AASB 3, the transaction has been accounted for as a share based payment under AASB 2. The excess of the deemed consideration over the fair value of Plukka Limited, as calculated in accordance with the reverse acquisition accounting principles and with AASB 2, is considered to be a payment for a group restructure and has been expensed.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

21. Reverse acquisition accounting (continued)

Plukka Limited acquired 100% of the issued capital of TCH on 4 December 2015. To effect the acquisition the Company issued 129,774,997 shares as follows:

72,734,997 shares were issued to shareholders of TCH to acquire 100% of TCH.
7,040,000 were issued as facilitation shares to management of TCH and advisors in relation to the acquisition of TCH of which 1,270,000 were issued to Ms Joanne Ooi, Managing Director of TCH at the date of acquisition.
50,000,000 shares were issued at an issue price of $0.20 per share to raise $10,000,000 before costs.

In addition 19,535,000 Performance Rights, comprising 7,000,000 Tranche 1 Performance Rights, 6,267,500 Tranche 2 Performance Rights and 6,267,500 Tranche 3 Performance Rights were issued to executives and advisers of TCH as a long term incentive in connection with their appointment and services provided in connection with the Plukka business. Each Performance Right is convertible into one ordinary share in Plukka Limited upon the following terms and conditions:

Achievement of sales revenue during any three month reporting period that ends on or prior to the date two years after completion of the Transaction that equals or exceeds AU$2.5 million (Milestone 1);
20-day volume weighted average price of PKA shares on the ASX equals or exceeds AU$0.50 at any time within two years from the date of completion of the transaction (Milestone 2); and
Achievement of consolidated EBIT by the company during any three month reporting period that ends on or prior to the date three years after completion of the Transaction that equals or exceeds A$1.25 million (Milestone 3).

The fair value of these performance rights has been included as part of the consideration for the acquisition of TCH. As Plukka Limited is deemed to be the acquiree for accounting purposes, the carrying values of its assets and liabilities are required to be recorded at fair value for the purposes of the acquisition. No adjustments were required to the historical values to effect this change.

Consideration	$
72,734,997 fully paid ordinary vendor shares 19,535,000 performance rights * Total value of consideration Fair value of Plukka Limited at acquisition: Cash Trade and other receivables Trade and other payables Fair value of net assets Excess of consideration provided over the fair value of net assets at the date of acquisition expensed, being group restructuring and relisting costs	4,104,807 -
	4,104,807
	412,328 984,772 (63,767)
	1,333,333

	2,771,474

*Performance rights were issued as additional consideration, valued at nil, as the probability of performance hurdles being met was assessed as less than probable on the date of acquisition.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

22. Auditors’ Remuneration

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

The auditor of Plukka Limited is RSM Australia Partners. Remuneration of the auditor for: - Audit and review of the financial statements - Independent Limited Assurance Report - Tax compliance The auditor for Treasure Castle Holdings Limited is Nexia Charles Mar Fan Limited. Remuneration of the auditor for: - Audit and review of the financial statements (2016: equivalent HKD$440,993; 2015: equivalent HKD$175,000)	2016 $ 2015 $
	49,000 21,250 14,000 - - 1,950 78,056 27,101
	141,056 50,301

The auditor of Plukka Limited is RSM Australia Partners.
Remuneration of the auditor for:
- Audit and review of the financial statements
- Independent Limited Assurance Report
- Tax compliance
The auditor for Treasure Castle Holdings Limited is Nexia
Charles Mar Fan Limited. Remuneration of the auditor for:
- Audit and review of the financial statements (2016:
equivalent HKD$440,993; 2015: equivalent HKD$175,000)

2016
$
2015
$

49,000
21,250
14,000
-
-
1,950
78,056
27,101

141,056
50,301

23. Related Party Information

a) Key management personnel

The names of the persons who were key management personnel of the Company during the financial year were:

Joanne Ooi (Executive Director – appointed 3 December 2015; resigned 2 September 2016)

Francis Goutenmacher (Non-Executive Chairman - appointed 3 December 2015) Andrew Worland (Non-Executive Director)

Charly Duffy (Non-Executive Director appointed 3 December 2015)

Jeremy King (Non-Executive Chairman – resigned 3 December 2015)

David Church (Non-Executive Director – resigned 3 December 2015) Natalia Obolensky (Managing Director – appointed 29 April 2016)

For details of key management personnel remuneration refer to the Directors Report.

Summary remuneration disclosures are provided below: Short-term employee benefits Post-employment benefits Share-based payments Total compensation paid to key management	2016 $ 2015 $
	246,220 - 5,981 - 1,069,086 -
	1,321,287 -

Detailed remuneration disclosures are provided in the remuneration report.

b) Parent entity

The legal parent is Plukka Limited.

The accounting parent is Treasure Castle Holdings Limited.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

23. Related Party Information (continued)

c) Subsidiaries

Interests in the subsidiaries are outlined in Note 20.

d) Other transactions with key management personnel and their related parties

In connection with ongoing company secretarial assistance and administrative assistance which included assistance in preparing and lodging ASX and ASIC documents, financial management services, corporate advisory services in relation to the entitlement issue, legal services, Board minutes, notice of meetings, organising shareholder meetings, other shareholder communications and other administrative assistance, SecPlus, a company associated with Charly Duffy, was paid $30,858 (2015: nil in total). There was no fee payable for services provided as at 30 June 2015 (nil: 30 June 2015).

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

24. Financial Risk Management

The consolidated entity 's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, price and foreign exchange risks and ageing analysis for credit and liquidity risk.

Risk management is carried out by senior management under direction of the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas.

The consolidated entity is not materially exposed to changes in interest rates in its activities.

The Company's financial instruments comprise mainly of deposits with banks, other receivables and trade payables.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and foreign exchange risk

a) Credit risk

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

The maximum exposure to credit risk excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.

There are no other material amounts of collateral held as security at 30 June 2016. Credit risk is managed as provided in Note 9 with respect to receivables and Note 8 with respect to cash assets. None of these assets are overdue or considered to be impaired.

Cash in the consolidated entity is held with HSBC and Westpac. These are considered to be appropriate financial institutions with external credit ratings.

b) Liquidity risk

Liquidity risk arises from the possibility that the consolidated entity might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Management monitors the rolling forecasts of the consolidated entity’s cash and financial assets on the basis of expected cash flows. This is generally carried out at a local level in the operating companies of the consolidated entity in accordance with the practice and limits set by the group. In addition the consolidated entity’s liquidity management policy involves preparing forward looking cash flow analysis in relation to its operational, investing and financing activities.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

24. Financial Risk Management (continued)

c) Foreign exchange risk

The consolidated entity has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency.

At reporting date, the consolidated entity had the following exposure to foreign currencies that are not designated in cash flow hedges:

United States Dollars Financial Assets Cash and cash equivalents Trade and other receivables Other current assets Financial Liabilities Other financial liabilities Net exposure Hong Kong Dollars Financial Assets Cash and cash equivalents Trade and other receivables Other current assets Financial Liabilities Trade and other payables Other financial liabilities Net exposure Great Britain Pounds Financial Assets Cash and cash equivalents Trade and other receivables Other current assets Financial Liabilities Other financial liabilities Net exposure	Consolidated 30 June 2016 30 June 2015 $ $
	176,949 56,712 - - 14,762 21,657 (5,361) (91,231)
	186,350 (12,862)
	Consolidated 30 June 2016 30 June 2015 $ $
	4,606,437 437,989 31,319 91 246,267 279,240 (518,383) (176,840) - -
	4,365,640 540,480
	Consolidated 30 June 2016 30 June 2015 $ $
	489 - - - 314,893 - (128,774) -
	186,608 -

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

24. Financial Risk Management (continued)

d) Foreign exchange risk (continued)

The following table summarises the sensitivity of the net exposure held at balance date to movement in the exchange rate of the Australian dollar to the foreign currency with all other variables held constant. The sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding 5 periods.

United States Dollars Post – tax gain / (loss) and other components of equity +5% -5% Hong Kong Dollars Post – tax gain / (loss) and other components of equity +5% -5% Great Britain Dollars Post – tax gain / (loss) and other components of equity +5% -5%	Consolidated Group 30 June 2016 30 June 2015 $ $
	(9,318) 643 9,318 (643) Consolidated Group 30 June 2016 30 June 2015 $ $
	(218,282) (27,024) 218,282 27,024 Consolidated Group 30 June 2016 30 June 2015 $ $
	(9,330) - 9,330 -

e) Capital risk management

The consolidated entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to maintain a suitable capital structure and fulfil the objectives of the consolidated entity.

f) Net fair value of financial instruments

The carrying amounts of cash and short term deposits, receivables, security deposits and trade payables approximate fair value due to the short term nature of these instruments. No financial instruments are measured at fair value.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

25. Parent entity information – Plukka Limited

As at 4 December 2015 the legal parent of the Group was Plukka Limited.

Statement of profit or loss and other comprehensive income Loss after income tax Total comprehensive loss Statement of financial position Total current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Equity Contributed equity Reserves Accumulated losses Total equity	30 June 2016 $ 30 June 2015 $
	(5,836,171) (204,586)
	(5,836,171) (204,586)
	242,050 2,067,398
	9,947,817 -
	10,189,867 2,067,398
	(41,052) (205,576)
	- -
	(41,052) (205,576)
	14,343,057 23,734,894 1,495,237 - (5,689,479) (21,873,072)
	(10,148,815) (1,861,822)

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for Investments in subsidiaries which are accounted for at cost, less any impairment. Plukka Limited is the legal parent entity, however under the applicable accounting standards, a reverse asset acquisition by Treasure Castle Holdings Limited is deemed to have occurred on the acquisition of Plukka Limited’s net assets. For accounting purposes, Treasure Castle Holdings Limited is the deemed parent entity of the Group.

Guarantees entered into by the Parent Entity

The parent entity has not entered into any guarantees as at 30 June 2016 (2015: Nil).

Contingent liabilities of the Parent Entity

The parent entity did not have any contingent liabilities as at 30 June 2016 (2015: Nil).

Contractual commitments for the acquisition of property, plant or equipment

The parent entity did not have any contractual commitments for the acquisition of property, plant or equipment at 30 June 2016 (2015: Nil).

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

26. Share Based Payments

		2016	2015
		$	$
	The following share based payments were granted during the
	year:
	Options
	During the financial year ended 30 June 2016, the Group issued
	7,000,000 unlisted options exercisable at $0.20 on or before 30
	November 2018 to advisors and directors for services rendered	807,800	-
	in relation to the reverse acquisition (a)
	During the financial year ended 30 June 2016, the Group
	granted 540,000 unlisted exercisable at $0.20 on or before 28	55,158	-
	November 2019 as part of consideration for consultation services
	(b)
	Facilitation Shares
	During the financial year ended 30 June 2016, the Group
	granted 7,040,000 facilitation shares to management and
	advisors for the facilitation of the acquisition transaction (c)	1,408,000	-
	Performance Rights
	During the financial year ended 30 June 2016, the Group issued
	6,488,750 performance rights to Natalia Obolensky which will
	convert into shares subject to the achievement of continuous	169,086	-
	service conditions over a three year period (d)
	Fair value of share based payments during the period:
(a)	The options were deemed to have a fair value of $0.1154 per option. This value was
	calculated using the Black-Scholes option pricing model applying	the following inputs:
	Share price		$0.20
	Exercise price		$0.20
	Expected volatility		90%
	Risk-free interest rate		1.93%
	Annualised time to expiry		3 years

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Notes to the Financial Statements (continued) For the year ended 30 June 2016

26. Share Based Payments (continued)

(b) Options are issued to vendors as part of purchase consideration.
(c) The fair value of the facilitation shares was determined by reference to the public offer price. (d) Performance rights had a fair value of $0.17 and was determined by reference to the share price of the company on grant date.
(e) Performance rights had a fair value of $0.04 and was determined by reference to the share price of the company on grant date.

During the year, a further 19,535,000 Performance Rights, comprising 7,000,000 Tranche 1 Performance Rights, 6,267,500 Tranche 2 Performance Rights and 6,267,500 Tranche 3 Performance Rights were issued – refer to Note 21 for further information relating to these performance rights. As at 30 June 2016, none of the milestones of the performance rights had been achieved.

27. Events After the Reporting Period

There has not been in the interval between the end of the financial period and the date of this report any other item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future financial years.

28. Commitments

The consolidated entity has various office leases under non-cancellable operating leases expiring within up to two years.

Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:

Within one year Later than one year but not later than five years	30 June 2016 $ 30 June 2015 $
	98,447 74,388 47,185 68,189
	145,632 142,577

29. Contingent Liabilities

The Directors are not aware of any potential liabilities or claims against the consolidated entity as at the date of the Directors' Report.

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

Directors’ Declaration

The Directors of the Company declare that:

1) The financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
a) comply with Australian Accounting Standards, which, as stated in note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards; and
b) give a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date.
2) The Directors have been given the declarations from those persons required to give such a declaration as required by s 295A of the Corporations Act 2001 .
3) As at the date of this declaration, 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.

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

Francis Gouten Chairman, Director

Dated: 30 September 2016

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

ASX Additional Information as at 9 September 2016

Additional information required by the ASX Listing Rules not disclosed elsewhere in this Annual Report is set out below.

1. Substantial Shareholders

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

Shareholders	Number of Shares	% of Shares
JAI WANEY	27,262,028	18.14%
CITICORP NOMINEES PTY LIMITED	14,977,070	9.96%
SINO PORTFOLIO INTERNATIONAL LIMIITED	12,238,984	8.14%
JOANNE OOI	10,357,340	6.89%

2. Voting Rights

At a general meeting, on a show of hands, every ordinary member present in person shall have one vote for every share held. Proxies present at the meeting are not entitled to vote on a show of hands, but on a poll have one vote for every share held.

3. Share Registry

Share registry functions are maintained by Automic Share Registry:

Suite 310, Level 3 Shareholder enquiries telephone numbers: 50 Holt Street Within Australia: 1300 288 664 Surry Hills NSW 2010 Outside Australia: +61 2 9698 5414

4. Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Stock Exchange Limited.

5. Distribution of Equity Security Holders

Holding	Number of	Number of
	Shareholders	Shares
1 - 1,000	49	6,988
1,001 - 5,000	134	349,299
5,001 - 10,000	86	734,742
10,001 - 100,000	98	4,674,703
100,000 and over	99	144,533,397
Total	466	150,299,129

There were 282 holders of less than a marketable parcel of ordinary shares (at $0.033) as at 9 September 2016.

6. Restricted Securities as at 9 September 2016

Class	# Restricted Securities	Expiry of escrow period
Ordinary Shares	55,405,671	3 December 2017
Options	11,000,000	3 December 2017
($0.20; exp. 3/12/2018)
Performance Rights	19,535,000	3 December 2017

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Plukka Limited Financial Statements for the Year Ended 30 June 2016

7. Unquoted equity securities

Unquoted Options as at 9 September 2016	Unquoted Options as at 9 September 2016
	JAI WANEY	2,500,000	21.66%
	JAY-V INC	2,000,000	17.33%
	AZURE CAPITAL INVESTMENTS PTY LTD	2,000,000	17.33%
	FRANCIS GOUTENMACHER	1,500,000	13.00%
	BUSHWOOD NOMINEES PTY LTD	1,250,000	10.83%
	ANDREW JOHN WORLAND	875,000	7.58%
	DAVID SAMUEL CHURCH	875,000	7.58%
	ARTEMIS ASSOCIATES LIMITED	540,000	4.68%
	Total Issued Options	11,540,000	100.00%
Unquoted Performance Rights as at 9 September 2016
	NATALIA OBOLENSKY	12,904,892	36.41%
	JOANNE OOI	9,000,000	25.39%
	JAY-V INC	4,545,000	12.82%
	JAI WANEY	3,990,000	11.26%
	ELLEN CHUANG	3,005,994	8.48%
	LILY SUSAN HILL	2,000,000	5.64%
	Totals	35,445,886	100.00%
Top 20 Shareholders as at 9 September 2016
1	JAI WANEY	27,262,028	18.14%
2	CITICORP NOMINEES PTY LIMITED	14,977,070	9.96%
3	SINO PORTFOLIO INTERNATIONAL LIMIITED	12,238,984	8.14%
4	JOANNE OOI	10,357,340	6.89%
5	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	5,176,937	3.44%
6	JAY-V INC	4,500,000	2.99%
7	CR INVESTMENTS PTY LTD	4,000,000	2.66%
8	JUNGHWA SHIN	3,500,000	2.33%
9	EQUITAS NOMINEES PTY LIMITED	3,125,003	2.08%
	<3069550 A/C>
10	CELTIC CAPITAL PTY LTD	2,746,065	1.83%

11	MR BENJAMIN PHILLIPE GRENIER	2,625,001	1.75%
12	EQUITAS NOMINEES PTY LIMITED	2,250,002	1.50%
	<3179767 A/C>
13	GOLD RESOURCES LIMITED	2,232,033	1.49%
13	LILLY SUSAN HILL	2,232,033	1.49%
14	JAMES OOI	1,720,995	1.15%
15	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-	1,715,000	1.14%
	GSCO ECA
16	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED -	1,697,767	1.13%
	A/C 2
17	RED AND WHITE HOLDINGS PTY LTD	1,684,186	1.12%

18	KYG INSPIRED LIMITED	1,658,084	1.10%
19	BUSHWOOD NOMINEES PTY LTD	1,536,879	1.02%
20	SEVENTY THREE PTY LTD	1,500,000	1.00%
20	WENDY LEE	1,500,000	1.00%
20	SHALINI THAPAR	1,500,000	1.00%
	Totals	111,735,407	74.34%

8. Top 20 Shareholders as at 9 September 2016

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AI assistant

TESORO GOLD LTD — Annual Report 2016

65957_rns_2016-09-29_7b98d63e-5730-4282-9b58-ae4492627d05.pdf

Plukka Limited ABN 91 106 854 175

Annual Report For the year ended 30 June 2016

Contents

Corporate Information

Directors

Company Secretary

Auditors

Bankers

Registered Office

Solicitors

Share Registry

Stock Exchange

ASX Code PKA

Country of Incorporation

Website

Directors’ Report

For the year ended 30 June 2016

Directors

Principal activities

Dividends

Review of operations

Directors’ Report (continued) For the year ended 30 June 2016

Review of operations (continued)

Directors’ Report (continued) For the year ended 30 June 2016

Review of operations (continued)

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Environmental Issues

Likely Developments and Expected Results of Operations

Information on Directors

Francis Gouten (appointed 3 December 2015) Non-executive chairman

Directors Report (continued) For the year ended 30 June 2016

Information on Directors (cont’d)

Directors Report (continued) For the year ended 30 June 2016

Information on Directors (continued)

Director Meetings

Directors Report (continued) For the year ended 30 June 2016

Retirement, election and continuation in office of Directors

Company Secretary

Shares Issued on the Exercise of Options

Indemnity and insurance of Officers

Indemnity and insurance of auditor

Proceedings on behalf of the Company

Non-audit services

Directors Report (continued) For the year ended 30 June 2016

Officers of the company who are former partners of RSM Australia Partners.

Corporate Governance Statement

Use of funds since re-admission to the ASX

Rounding off

Auditor's independence declaration

Directors Report (continued) For the year ended 30 June 2016

REMUNERATION REPORT (AUDITED)

Principles used to determine the nature and amount of remuneration

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Executive remuneration

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Details of remuneration

Amounts of remuneration

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Details of remuneration (continued)

Share-based compensation

Shares

Options

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Performance Rights

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Shareholdings of key management personnel

Option holdings of key management personnel

Directors Report (continued) For the year ended 30 June 2016

Remuneration Report (audited)

Performance Rights granted to key management personnel

Directors Report (continued) For the year ended 30 June 2016

TESORO GOLD LTD Annual Report 2016