Smiles Inclusive : Annual Report to shareholders

For personal use only

Smiles Inclusive Limited

ACN 621 105 824

Financial

Report

30 June 2021

Table of Contents

	Annual report
	Corporate directory	[3]
only	Directors Report	[4]
Corporate governance statement	[14]
Auditor independence	[15]
	Financial Statements
	Statement of profit or loss and other comprehensive income	[16]
	Balance sheet	[17]
	Statement of changes in equity	[18]
	Statement of cash flows	[19]
	Notes to the financial statements	[20]
	Section A How the numbers are calculated	[21]
	A1: Profit and loss information	[22]
	Revenue	[22]
use	Income tax expenses	[23]
A2: Financial assets and liabilities	[24]
Receivables and other assets	[24]
	Payables and other liabilities	[26]
	Interest bearing loans and borrowings	[27]
	Joint venture partner contribution	[28]
	A3: Non-Financial assets and liabilities	[29]
	Inventory	[29]
	Property, plant and equipment	[29]
	Right-of-use assets and lease liabilities	[30]
personal	A4: Equity	[32]
Contributed equity	[32]
Dividends and distributions	[33]
	A5: Segment information	[33]
	Segment information	[33]
	Section A6. Arrangement of 'DOCA' / Liquidation	[33]
	DOCA & Liquidation Information	[33]
	Section B Risk Management	[34]
	Critical estimates and judgements	[34]
	Financial risk management	[34]
	Capital management	[34]
	Section C Group Structure	[35]
	Disposal of businesses	[35]
	Interest in other entities	[35]
	Section D How the numbers are calculated - other items	[35]
	Earnings per security	[35]
	Cash and cash equivalents	[36]
	Provisions	[36]
	Retained profits/ (accumulated losses)	[37]
	Section E Other information	[37]
	Related party transactions	[37]
	Auditor's remuneration	[38]
For	Share Based Payments	[38]
Parent entity	[39]
Deed of cross guarantee	[39]
	Events occurring during and after balance date	[39]
	Going Concern	[39]
	Other accounting policies	[39]
	Directors Declaration	[39]
	Independent Auditors Report	[40]
	Shareholders and other information	[41]

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For personal use only

Corporate Directory

Registered Office 62 Aston Terrace Spring Hill, QLD, 4000 1300 942 234

Principal Place of Business

62 Aston Terrace

Spring Hill, QLD, 4000 1300 942 234

Current Directors

Iain Gray (Chairman)

Marshini Thulkanam

Mark Rudulph Van Wyk

Previous Directors as at 30 June 2020

David Usasz (Chairman) - resigned 30 July 2021

Peter Evans - resigned 23 September 2020

Peter Fuller - resigned 5 November 2020

Genna Levitch - resigned 29 July 2021

Michelle Aquilina - resigned 29 July 2021

Company Secretary

Marshini Thulkanam

Auditor

FSA Audit Pty Ltd

Share Registry

Link Market Services

Level 12, 680 George Street Sydney NSW 2000 (02) 8280 7100

Stock Exchange Listing

Smiles Inclusive Limited shares are listed on the Australian Security Exchange under the code "SIL".

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For personal use only

Directors' report

The Directors present their report on the consolidated entity consisting of Smiles Inclusive Limited (referred to hereafter as the Company) and the entities it controlled at the end of, or during, the period ended 30 June 2021. Throughout the report, the consolidated entity is referred to as the Group.

Directors and Company Secretary

The following persons were Directors and Company Secretary of the Company at any time during or since the end of the financial year:

Current Directors
Iain Gray	Non-Executive Director (Appointed 28 July 2021)
Marshini Thulkanam	Managing Director and Company Secretary (Appointed 28 July 2021)
Mark Rudulph Van	Non-Executive Director (Appointed 29 July 2021)
Wyk
Previous Directors as at 30 June 2021
D Usasz	Chairman (appointed 22 May 2019 and resigned 30 July 2021)
P Evans	Non-Executive Director (Appointed 1 August 2018, resigned 23 September 2020)
P Fuller	Non-Executive Director (appointed 25 June 2020, resigned 5 November 2020)
G Levitch	Non-Executive Director (Appointed 24 September 2020 and resigned 29 July 2021)
M Aquilina	Managing Director (appointed 14 April 2020 and resigned 29 July 2021)
A Ritter	Company Secretary (Appointed 15 May 2020, 03 February 2022)

The Directors qualifications, experience and responsibilities, and interest are as follows:

D Usasz - Bachelor of Commerce, Fellow Chartered Accountant

Chairman & Independent Non-Executive Director

	Independent Non-Executive Director and Chairman.
Experience and expertise	Provides counsel on financial and strategic matters drawing on 31 years of
	service at PricewaterhouseCoopers, including 20 years as partner.
Other current	MSL Solutions Ltd (ASX)
directorships
Former directorships in	GARDA Capital Group, and GARDA Capital Limited as responsible entity
last 3 years	for the GARDA Diversified Property Fund.
	Chair of Board
Special responsibilities	Chair of Audit and Risk Committee
	Member of Nomination and Remuneration Committee
Interests in shares and	Ordinary shares - Smiles Inclusive Limited	3,500,000
options

P Evans - Bachelor of Commerce, GradDipAdvAcc, F Fin, FSIA

Independent Non-Executive Director

	Independent Non-Executive Director. 30-year stockbroking career and
Experience and expertise	extensive Board experience with a range of private and ASX-listed
	companies.
Other current	Intrepid Mines Limited
directorships
Former directorships in	Talon Petroleum Limited
last 3 years
Special responsibilities	Member of Audit and Risk Committee
Chair of Nomination and Remuneration Committee
Interests in shares and	Ordinary shares - Smiles Inclusive Limited		2,892,000
options

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For personal use only

Directors' report

Directors and company secretary (continued)

P Fuller - Bachelor Dental Technology and Dental Prosthetics

Non-Executive Director

Experience and expertise	Founded Q Dental Australia Pty Ltd in 2009. Over 30 years' experience in
the dental industry.
Other current	Nil public companies
directorships
Former directorships in	Nil
last 3 years
Special responsibilities	Member of the Nomination and Risk Committee
Interests in shares and	Ordinary shares - Smiles Inclusive Limited	5,310,828
options

G Levitch - Bachelor Dental Surgery

Non-Executive Director

Experience and expertise	Established first corporate dental group, Pacific Smiles Group. Over 25
years in the dental industry with significant financial and strategic expertise.
Other current	LPT Property Group
directorships
Former directorships in	Nil
last 3 years
Special responsibilities	Nil
Interests in shares and	Ordinary shares - Smiles Inclusive Limited	4,000,000
options

M Aquilina - Masters in Business Administration (Executive) and Master of Management Managing Director

	Ms Aquilina is the former Chief Executive Officer of Primary Dental, the
Experience and expertise	dental division of the ASX listed Healius Limited, where she led the
turnaround of the business, seeing it become one of the top dental
	operators in Australia.
Other current	Nil
directorships
Former directorships in	Nil
last 3 years
Special responsibilities	Chief Executive Officer
Interests in shares and	Options - Smiles Inclusive Limited	2,000,0001
options

1 These options lapsed without being exercised subsequently to the end of the reporting period but prior to the date of this report.

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