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Annual Report 2023

Plain-text annual report

ANNUAL REPORT 2023 Unifying the care experience. Table of Contents DIRECTORS AND OTHER INFORMATION CORPORATE DIRECTORY CHAIRMAN’S LETTER CEO REPORT REMUNERATION REPORT DIRECTORS’ REPORT STATEMENT OF DIRECTORS’ RESPONSIBILITIES AUDITOR’S REPORT FINANCIAL REPORT NOTES ADDITIONAL ASX INFORMATION APPENDIX 1 RISKS (UNAUDITED) 1 5 7 9 13 19 22 23 27 34 64 67 Directors and Other Information Board of Directors Oneview has an experienced and balanced Board with diverse skills drawn from industry leaders who bring in-depth industry and business knowledge, financial management and corporate governance expertise. During the year, the Board was comprised of an independent Chairman, one executive director, and two to three independent non-executive directors. Directors Joseph Rooney Michael Kaminski (Chairman) Nashina Asaria Dr. Lyle Berkowitz Mark Cullen James Fitter Barbara Nelson Nationality Irish USA USA USA Australian Australian USA (Interim Chairman – appointed 13 July 2023) (Chairman – resigned 25 June 2023) (resigned 1 October 2023) (appointed 1 October 2023) (appointed 1 October 2023) Joseph Rooney Joseph joined Oneview in 2016. Joseph assumed the role of Interim Chairman in July 2023, subsequent to the retirement of Michael Kaminski. Joseph had taken on this role before, upon the death of our first Chairman, James Osborne. Joseph is also Chair of Fundraising for the Clongowes Wood College Foundation. Until the end of 2012, Joseph was a partner and global strategist at Autonomy Capital Research LLP, a global macro hedge fund. Prior to this, he held a number of senior positions at Lehman Brothers Inc, including Managing Director, Head of Global Strategy and trustee of their UK pension fund. Nashina Asaria Nashina is a corporate board member, advisor and C-level global executive with a track record of driving high growth in private and public companies across the health, fintech and mobile industries. She is an advisor to SimBioSys (a spacial biophysics company using AI and data science to drive precision medicine and better outcomes for breast cancer patients), Cylerity (using AI to provide cash advance and revenue recovery to the healthcare industry), InTech Energy (software and hardware solution for air purification and quality and energy expense management) and ExtoLabs (applying blockchain and AI into combined hardware and software platform for financial and healthcare inclusion). Nashina was Chief Product & Marketing Officer (CPMO) for Nanthealth. Prior to Nanthealth, she was CPMO of UpHealth Inc. Nashina was Chief Product Officer at Cloudbreak Health LLC, a US telehealth company that was merged into UpHealth Inc. in June 2021. She has held leadership roles with LifeQ, Nantworks, Verifone and Qualcomm. Nashina was appointed to the Board in 2021. Mark Cullen Mark was a non-executive Director and Chair of the Audit Committee at Oneview Healthcare from December 2015 until December 2019. Mark is rejoining the Board after recently retiring from a distinguished 30-year career with Deutsche Bank and DWS Asset Management, most recently as CEO of DWS Americas & COO of DWS Group GmbH & Co. Mark was previously the Global Head of Audit for Deutsche Bank from March 2015 to December 2018. Mark was appointed to the Board in October 2023. James Fitter James has been CEO of Oneview Healthcare since January 2013, helping transition what was then a 10 person start-up into a publicly traded Company in just over three years. He has over 25 years’ experience in the global financial markets during which time he has lived and worked on four continents. James founded and managed an independent asset management company and spent over ten years as a professional investor and an independent advisor prior to joining Oneview. James holds a Bachelor of Commerce from the University of New South Wales, Sydney, Australia. Barbara Nelson Barbara is a public board director and C-level technology leader, who currently serves on four corporate boards. She has been CEO twice and led global P&Ls as large as US$4 billion in companies ranging from Fortune 500 leaders to VC-funded companies. Barbara has scaled from concept to over US$100 million – US$200 million, four times in three companies, delivering profitability each time. She brings over 15 years of Board, P&L and general management experience in AI, SaaS/cloud services, IaaS, cybersecurity, board, software, mobile, video, data management, storage, IT infrastructure, and semiconductors. Barbara was appointed to the Board in October 2023. 1. Meetings of Directors The number of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 31 December 2023 and the number of meetings attended by each director were: Page 4 Full Board Audit and Risk Committee Remuneration & Nomination Committee Attended Eligible to attend Eligible to attend Attended Eligible to Attended attend 12 4 12 8 3 11 3 12 4 12 7 3 11 3 4 2 4 - 1 - 1 4 2 4 - 1 - 1 2 2 4 3 1 - 1 2 2 4 3 1 - 1 Joseph Rooney Michael Kaminski Nashina Asaria Lyle Berkowitz Mark Cullen James Fitter Barbara Nelson 2. Deeds of access, indemnity and insurance for directors or executive officer unless the conduct involves a wilful breach of duty or an improper use of inside information or position to gain advantage. The Company has entered into agreements to indemnify all Directors of the Company that are named above and former directors of the Company and its controlled entities against all liabilities which arise out of the performance of their normal duties as directors or executive officers, unless the liability relates to conduct involving lack of good faith. The Company has agreed to indemnify the directors and executive officers against all costs and expenses incurred in defending an action that falls within the scope of the indemnity along with any resulting payments, subject to policy limits. The directors’ and officers’ liability insurance provides cover against costs and expenses, subject to terms and conditions of the policy, involved in defending legal actions and any resulting payments arising from a liability to persons (other than the Company or related entity) incurred in their position as a director 3. Corporate governance statement The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any recommendations that have not been followed and provides reasons, if any, for not following such recommendations. In accordance with ASX listing rules, the Corporate for Governance Statement will be available review on the Company’s website (https://www. oneviewhealthcare.com/oneview-healthcare/ investors/) and will be lodged together with an Appendix 4G at the same time that this report is lodged with ASX. Corporate Directory Page 5 Registered Office & Business Address Second Floor Avoca Court Temple Road Blackrock Co. Dublin Ireland Solicitors A&L Goodbody 25-28 North Wall Quay Dublin 1 Ireland Clayton Utz Level 15 1 Bligh Street Sydney NSW 2000 Australia Registry Computershare Investor Services Pty Ltd Level 4 60 Carrington Street Sydney NSW 2000 Australia Company Secretary Helena D’Arcy Independent Auditor KPMG Chartered Accountants 1 Stokes Place St. Stephen’s Green Dublin 2 Ireland Bankers HSBC Bank Limited Guildford and Weybridge Commercial Centre Edgeborough Road Guildford Surrey GU12BJ United Kingdom Company Number 513842 ABRN 610 611 768 ASX Code ASX: ONE Company Website www.oneviewhealthcare.com Page 7 Chairman’s Letter Dear Shareholders, On behalf of your Board of Directors, I am delighted to present the Oneview Healthcare PLC Annual Report for the financial year ended 31 December 2023. Oneview has achieved the following successes during the year: • 6 new logos signed in 2023, including 2 new territories in New Zealand and Ireland, representing a record year for net new logos for the Company; • Signed a Value Added Reseller (VAR) agreement with Baxter International Inc (NYSE: BAX); • Phase I of the development of MyStay Mobile (our new BYOD product) commenced and was completed in early 2024; • A$22.8m/€13.8m equity raise completed in July/August 2023. The Company is well positioned for growth in 2024, driven by our strategic initiatives of Virtual Care Integration, MyStay Mobile and the Baxter Partnership. The shift towards cloud-based solutions and software-as-a-service (SaaS) is expected to enhance profitability and market reach. The successful capital raise and strong shareholder support, coupled with significant customer wins and renewals, underscore the Company’s strong foundation for the forthcoming year. This is testament to the talented people we have in Oneview. I would like to thank James Fitter, our CEO, and his dedicated leadership team for their strong leadership which has resulted in the Company being well positioned to capitalise on these foundations. I would like to welcome Mark Cullen and Barbara Nelson to the Board as non-executive Directors. Michael Kaminski retired as Chairman and Dr. Lyle Berkowitz retired from the Board of Oneview during the year. I would like to personally thank both Mike and Lyle for their commitment and contribution in their time on the Board. Finally, I would like to recognise our clients and thank them for their continued support. Joseph Rooney Interim Chairman CEO Report 2023 Operational & Financial Review 2023 has been a transformational year for the Company, setting it up for accelerating growth. We are delighted with the signing of 6 new logos – a record year for new logos for the Company. We are seeing the benefits of our move to the Cloud, which has reduced the complexity and time to implement and operate the Oneview CXP (Care Experience Platform) and reduces customer total cost of ownership by up to 30% compared to on-premises deployment. All new signings, with one exception, are Cloud deployments, attracting higher revenues per bed. Cloud has also provided the foundations for the delivery of the MyStay Mobile solution. We made the decision to sunset our Gen 2 product in early 2023 which resulted in tactical churn of three customers. These legacy beds had lower average revenues per bed per day than newer Gen 3 customers. The Average Revenue Per Bed Per Day across our portfolio of live beds is 13% higher at the end of 2023 when compared to the end of 2022. Page 9 Key Highlights include: • 9% growth in contracted beds from 14,475 to 15,821, with a further 4,572 in late stage contract negotiations • Signed a Value-Added Reselling Agreement (VAR) with Baxter International Inc (NYSE: BAX) to resell Oneview’s CXP (Care Experience Platform) in the US market • Phase I of the development of MyStay Mobile (our new BYOD product) was completed with the pilot live in February 2024 at NYU Langone Health in New York • Completed A$22.8 million (€13.8 million) equity raise via Placement and an oversubscribed Securities Purchase Plan (SPP) • Despite sunsetting the legacy product, signed multi-year renewals of 2 major contracts • 4 of the 10 BJC expansion sites are now live • Loss after tax decreased by €1.9m. Excluding the one-off Regis legal settlement gain in 2022, loss after tax decreased by €3.2m (27%) 45% in contracted 45% growth beds the start of since pandemic to December 2023 €7.0m Annualised recurring revenue (ARR) €7.0m (A$11.6m) 1,950 1,950 new Gen 3 beds added in 2023 generating materially higher Average Revenues Per Bed Per Day than the equivalent number of beds sunsetted due to end-of-life of legacy Gen 2 product 27% Loss after tax from continuing operations reduced by 27%, excluding favourable once- off settlement of Regis legal case reflected in 2022 of €1.29 million €13.8m A$22.8m/€13.8m capital raise (completed in August 2023), including over-subscribed SPP. Proceeds being used to capitalise on growth opportunities, develop the MyStay Mobile product, deliver sales and marketing strategies provide and general working capital Page 10 , , , , , , revenue increased Recurring by 7% to €6,600,035 (2022: €6,185,160), driven by increased installation rates and more efficient Cloud deployments. Revenue continuing from operations increased by 5% to €9,397,373 (2022: €8,921,499). We finished the year with the Oneview inpatient solution live in 10,151 beds, with a further 5,670 beds contracted but not yet installed. gross The profit margin percentage for the year grew to 66% and was 6 percentage points higher than the prior year, due to a higher mix of software revenue. operating Total expenses (excluding non-cash expenses) have decreased by 14% compared to the prior year, At the end of 2022, a general reduction was headcount implemented to reduce the cost base, without impacting service delivery levels. The average full time headcount in 2023 decreased to 79, from 90 in the prior year. in order Oneview were an early leader in resizing its workforce to manage operating expenses and, as seen globally, many leading took technology companies similar steps. As the Company implemented hybrid working, the Company negotiated a downsize of its Dublin office and ceased leases on two of its other premises in Sydney and Kyiv. The full year impact of these cost reduction initiatives is reflected in our 2023 results as total operating expenses (excluding non-cash expenses) have decreased by 14% compared to the prior year. Headcount was strategically increased the end towards of the year as we ramp up to fulfil Baxter resourcing and the MyStay Mobile development. The net loss for the year was €8,934,571 (2022: €10,869,459). Loss after tax decreased by €1.9m. Excluding the one-off Regis legal settlement gain in 2022, loss after tax decreased by €3.2m (27%). “As of March 2023, 45 percent of inpatient nurses … reported they are likely to leave their role in the next six months … nurses have consistently reported increasing workload burden as a main factor behind their intent to leave.1” McKinsey Product Innovation Virtual Nursing can address this need for change and 2023 marked the release of our Virtual Care API further solidifying our credentials as the platform of choice for enterprise systems Virtual nursing involves: • Expert, advanced practice remote healthcare in a nurse based command center • Supports non-physical care provision: patient education, staff mentoring, patient physician observation, and rounding, discharges admissions Virtual nursing aims to improve patient safety and provides a more sustainable staffing model2. Virtual nursing programmes are increasing at a rate of 34% in the US market3. MyStay Mobile is another growth driver as the Company enters 2024. This Bring Your Own Device (BYOD) consumer addresses product expectations by capitalising on smartphone adoption. Certain hospitals do not have the resources or the desire to deploy capital by placing hardware in the patient room. Being able to deliver the Oneview patient experience on the patient’s own device will expand our addressable market ______ significantly and also provide entry to new markets, particularly in Europe and the UK. Future developments include an AI powered virtual solution that can support both virtual and “on-unit” nurses by the provision of a “Virtual Care Assistant”. Meal ordering is a key part of our value proposition and a significant driver of efficiency. A case study featuring Children’s Nebraska was published in November 2023, focusing on the success of the integration of Oneview’s Digital Meal Ordering in the hospital. The hospital reported that it is has a 95% take-up rate of Oneview’s Digital Meal Ordering and has experienced an 87% reduction in wasted and late food trays. the As In tandem with our innovation, is of paramount IT security importance. We maintain our ISO 27001 Certification (Security) and ISO 27701 Certification (Data Privacy). threat and potential costs of data breaches and attacks in healthcare have never been higher, this will provide great comfort to both existing and prospective customers, particularly as we become custodians of more sensitive data via our Cloud product. 1 https://psnet.ahrq.gov/perspective/virtual-nursing-improving-patient-care-and-meeting-workforce-challenges#5 2 https://www.sciencedirect.com/science/article/abs/pii/S1541461219303866 3 https://healthtechmagazine.net/article/2022/09/rise-virtual-nurse 2024 Outlook Oneview enters 2024 with three key growth drivers that should make for a very exciting year ahead: Virtual Care Integration, MyStay Mobile and the Baxter partnership. The winning of the Baxter partnership in a highly competitive process served as a revalidation of our decision and investment strategy to migrate to the Cloud and to sustain our set-top box strategy at a time when other market participants are advocating for a Smart-TV strategy. Baxter is a leading provider of connected hospital beds in the US market and offers one of the leading care communications and collaboration (CC&C) platforms. Baxter wishes to broaden its portfolio with patient experience, digital door signs and digital whiteboards, to better connect patients, families and care teams during inpatient visits. Baxter is to resell Oneview’s CXP (Care Experience Platform) and MyStay Mobile to selected Baxter customers in the US market. Oneview CXP is now installed in Baxter's 'Customer Experience Centers’ in Cary, NC, Batesville, IN and Irvine, CA. The groundwork to put the necessary administrative processes and procedures in place to facilitate selling is now complete. Approximately 100 Baxter sales and account representatives have been formally trained to sell Oneview’s CXP alongside other Baxter complementary technology solutions. We are confident that this partnership will yield strong results in 2024. The first Purchase Order was recently received for a high profile children’s hospital in Florida for our Digital Door Sign product and we are also in negotiations to provide CXP for inpatient beds for that same hospital. Oneview signed its first major new logo of 2024 in February 2024 with the Mercy health system in the US, deploying at its new Love Family Women’s Center in Oklahoma City in April 2024. Mercy owns 44 hospitals with 6,000 beds. We are in contract negotiations for a further 2,800 beds. The market response to our market research and subsequent launch of MyStay Mobile, which has long been a strategic goal, has been extremely positive. We are delighted to bring NYU Langone Healthcare, the #1 hospital in New York, on board as a co-design partner for this product. The product commenced utilisation in the field in NYU Langone on a pilot basis in February 2024. The Company has an Economic, Social and Governance (ESG) reporting framework in place and is committed to its ESG principles. We believe that, as a provider of digital tools for patients, families and caregivers which improves the care experience, we are providing a solution for a global social issue. Our people are our greatest asset and I would like to personally thank all our staff and leadership team, who have continued to demonstrate forward- thinking leadership to ensure we continue to meet our clients’, our shareholders’ and our own high expectations. Our client testimonials continue the reinforce the impact of our technology and the purpose of our mission and we are privileged to count 3 of the top 20 hospitals in the US as clients. I would like to take this opportunity to thank all our clients and shareholders for their continued advocacy and support as we continue to strive to improve the care experience in this rapidly changing world of digital health. Yours sincerely, James Fitter CEO Remuneration Report The Remuneration and Nomination Committee set out its report1 as follows: Page 13 1. Principles used to determine the nature and amount of remuneration i. Objectives & framework that reward to ensure The objectives of the Group’s executive reward framework are for performance is competitive and appropriate for the results delivered. The framework aligns reward with achievement of strategic objectives and the creation of value for shareholders and conforms to market practice for delivery of reward. The Board has ensured that executive reward satisfies the following key criteria for good reward governance practices: • Competitiveness • Acceptability to shareholders • Performance linkage / alignment of executive compensation • Transparency • Capital management The Group has sought independent advice and structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation. The Board is satisfied remuneration recommendations are made free from undue influence by members of key management personnel. Alignment to shareholders’ interests • Has economic profitability as a core component of the plan • Focuses on sustained growth in shareholder wealth, comprising growth in share price and dividends (when available) • Focusing executives on key non-financial drivers of value The framework provides a mix of fixed pay and long term incentives comprising an employee share option scheme and a long term incentive plan. ii. Remuneration & Nomination Committee The Board has established a Remuneration and Nomination Committee. During the year, the committee comprised Lyle Berkowitz (Chairman – resigned 1 October 2023), Joseph Rooney (Chairman – appointed 1 October 2023), Michael Kaminski (resigned 26 June 2023), Nashina Asaria, Mark Cullen (appointed 1 October 2023) and Barbara Nelson (appointed 1 October 2023). The purpose of the Committee is to assist the Board by providing advice on remuneration and incentive policies and practices and specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors. Specifically: • the Company’s remuneration policy, including as it applies to directors and the process by which any pool of directors’ fees approved by shareholders is allocated to directors; • Board succession issues and planning; • the appointment and re election of members of the Board and its committees; • induction of directors and continuing professional development programs for directors where required; • remuneration packages of senior executives, non executive directors and executive directors, equity based incentive plans and other employee benefit programs; • the Company’s superannuation arrangements; recruitment, retention and • the Company’s termination policies; • Attracts and retains high calibre executives • succession plans of the CEO, senior executives and executive directors; Alignment to program participants’ interests • Rewards capability and experience • Reflects competitive reward for contribution towards achieving cash-flow break-even • Provides a clear structure for earning rewards • Provides recognition for contribution • the process the performance of the Board, its Board Committees and individual directors; the evaluation of for • the review of the performance of senior executives and members of the Board; • those aspects of the Company’s remuneration 1 There is no regulatory requirement, other than the Companies Act 2014 disclosure requirements, for the Company to disclose information on the remuneration arrangements in place for Directors and Executives of Oneview Healthcare PLC. However, the Remuneration and Nomination Committee is committed to good corporate standards and has disclosed information considered relevant to shareholders. Page 14 policies and packages, including equity based incentives, which should be subject to shareholder approval; and • the size and composition of the Board and strategies to address Board diversity and the in respect of the Company’s performance Company’s Diversity Policy, including whether there is any gender or other inappropriate bias in remuneration for directors, senior executives or other employees. iii. Non-executive Directors Fees and payments to non-executive directors reflect the demands, which are made on, and the responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed annually by the Board. The Chairman’s fees are determined independently to the fees of non-executive directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration. Non- executive directors have also received Restricted Stock Units under the Oneview Healthcare plc NED & Consultant RSU Plan and approved by shareholders at the AGM on 27 October 2023. a. Non-executive Directors’ fees Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at AUD $750,000 (€461,170) total pool per annum, as set out in the Company’s prospectus issued on 19 February 2016. The following fees have been applied: Base fees Chairman Interim Chairman Other non-executive directors Post employment benefits Chairman Other non-executive Directors iv. Executive Directors The executive pay and reward framework currently has 4 components: • Base pay and benefits • Annual discretionary bonus • Annual incentives through participation in the Oneview Healthcare plc RSU Plan (RSU) • Long-term incentives through participation in the Oneview Healthcare plc Employee Share Option Plan (ESOP) The combination of these comprises the executive’s total remuneration. a. Base pay and benefits Executives are offered a competitive base pay that comprises the fixed component of pay and rewards, plus benefits. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive 1 January 2023 to 31 December 2023 1 January 2022 to 31 December 2022 € 22,419 21,564 121,325 - - € 47,048 - 141,144 - - 165,308 188,192 with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executive’s contracts. Executives may receive benefits including health insurance, or other expense reimbursements. b. Annual discretionary bonus The executive directors are entitled to receive an annual discretionary bonus of up to 100% of base salary. A bonus of €195,000 was awarded to the CEO in respect of 2023 (2022: €137,000). c. Restricted share unit plan (“RSU”) The Company operates a Restricted Share Unit Plan (“RSU”) which was established on 2 July 2019. The scheme was approved by shareholders at the Company’s Annual General Meeting on 1 August 2019. The purpose of the Plan is to attract, retain, and motivate directors and employees of Oneview Healthcare plc, its subsidiaries and affiliates, to provide for competitive compensation opportunities, Page 15 to encourage long term service, to recognise individual contributions and reward achievement of performance goals, and to promote the creation of long term value for shareholders by aligning the interests of such persons with those of shareholders. Executive directors, non-executive directors, employees and consultants are eligible to participate in the RSU at the discretion of the Remuneration and Nomination Committee. d. Employee share option plan (“ESOP”) The Board adopted an Employee Share Option Plan (“ESOP”) effective from 1 October 2013. Under the ESOP, options over securities may be offered to executive directors, non-executive directors, employees and consultants of companies within the Oneview group. Any offers are made entirely at the discretion of the Remuneration and Nomination Committee. 2. Details of remuneration i. Remuneration of Directors Short-term benefits Salary & fees Bonus Other cash benefits Sub Total Post employment benefits Intrinsic value of share awards Total 2023 Total 2022 € 43,983 22,419 43,983 33,369 10,777 10,777 165,308 255,0002 255,000 € - - - - - - - € - - - - - - - € 43,983 22,419 43,983 33,369 10,777 10,777 165,308 € - - - - - - - € 64,157 108,140 - 42,772 64,157 - - 22,419 86,755 97,526 10,777 10,777 € 58,933 70,817 58,933 58,933 - - 171,086 336,394 247,616 195,000 195,000 7,588 7,588 457,588 457,588 20,287 20,287 79,555 79,555 557,430 447,565 557,430 447,565 420,308 195,000 7,588 622,896 20,287 250,641 893,824 695,181 Joseph Rooney Michael Kaminski Nashina Asaria Lyle Berkowitz Mark Cullen Barbara Nelson Sub-total – non- executive Directors James Fitter Total Executive Directors Total1 Excludes employer-based taxes of €4,860 (2022: €5,199). In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter had forgone €45,000 (2022: €60,000) of his salary in 1. 2. 2023. The portion of foregone salary was paid by an equivalent value in RSUs awarded. ii. Options & RSUs Page 16 Directors have been awarded restricted stock units under the RSU and RSP plans, as highlighted earlier in this report. All previous awarded under the ESOP have either been fully exercised or have lapsed. The fair value charges associated with these awards are as follows: Joseph Rooney Michael Kaminski Nashina Asaria Lyle Berkowitz Mark Cullen Barbara Nelson Sub-total – non-executive Directors James Fitter Sub Total Executive Directors Total 3. Service agreements On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. letter summarises the Board policies and The terms, including compensation, their roles and responsibilities and Oneview’s expectations of them as non-executive directors of the Company. The terms of employment and remuneration for the executive directors are also formalised in service agreements. These agreements provide for a fixed salary, a discretionary bonus, participation in the Group Restricted Stock Share Plan, the Employee Share Option Plan and other benefits including health insurance. i. James Fitter, CEO and Executive Director James Fitter is employed as CEO under an employment contract with a Oneview group company. James’ remuneration package is comprised of a base salary of €300,000 per annum, an annual discretionary bonus of up to 100% of base salary and participation in the Group Restricted Share Unit Plan (RSU) and the Group Employee Share Option Plan (ESOP). The terms and conditions of James’ bonus and any further awards, including targets, vesting and/ or exercise (as the case may be), are determined annually by the Remuneration committee. In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter volunteered to forego 15% of his contracted cash salary with that portion to be received in RSUs. As such, €45,000 of 2023 2022 € 51,143 - 91,638 39,876 14,414 11,921 € 34,747 64,178 92,158 34,747 - - 208,992 225,830 834,281 834,281 1,513,906 1,513,906 1,043,273 1,739,736 the salary payable to James Fitter for 2023 was paid by an issue of RSUs. immediately James’ employment contract may be terminated by Oneview providing at least 6 months’ notice in writing. Further, Oneview may terminate the employment of James in certain circumstances for any offence stipulated under Article 120 of the U.A.E. Labour Law including for any act of dishonesty, fraud, wilful disobedience, serious misconduct or serious breach of duty. James may terminate his employment contract by providing at least 6 months’ notice in writing before the proposed date of termination. James’ employment contract also includes restrictive covenants that operate for a period of 6 months following expiry of the notice period. Enforceability of such restrictions would be subject to all usual legal requirements. 4. Share Based Compensation i. Employee Share Option Plan (ESOP) The Board adopted an Employee Share Option Plan (ESOP) effective from 1 October 2013. Under the ESOP, options over shares may be offered to executive directors, non-executive directors, employees and consultants of companies within the Oneview group. Any offers are made entirely at the discretion of the Remuneration and Nomination Committee. 250,000 share options had been granted to the former Chairman, Michael Kaminski, with an exercise price of A$1.19 per option and a vesting period of 3 years. These share options lapsed 30 days after his resignation as Chairman during the year. No other Director had any outstanding options as at 31 December 2023. ii. Restricted Stock Share Unit Plan (RSU) Page 17 On 2 July 2019, the Company adopted a new Restricted Share Unit Plan (RSU). The scheme was subsequently approved by shareholders at the Company’s Annual General Meeting on 1 August 2019. Pursuant to the scheme, the Remuneration and Nominations Committee of the Company’s board of directors may make an award under the plan to executive directors, non-executive directors, employees and consultants. The purpose of the plan is to attract, retain, and motivate directors, employees and consultants of Oneview Healthcare plc, its subsidiaries and affiliates, to provide for competitive compensation opportunities, to encourage long term service, to recognize individual contributions and reward achievement of performance goals, and to promote the creation of long term value for shareholders by aligning the interests of such persons with those of shareholders. The RSUs are contracts to issue shares at future vesting periods ranging between 1 year and 3 years, at an award price of €0.001, and are dependent on achievement of performance and non-performance conditions which are set periodically by the Remuneration and Nominations Committee. All awards to executive directors and non-executive directors are subject to shareholder approval annually at the Annual General Meeting. The following movements in RSU’s awarded to directors and non-executive directors occurred during the year: Award Date Recipient RSU’s Vested Lapsed Outstanding Vesting Term Performance Conditions - 666,666 3 Years (714,286) - - - - - - - - - - - - - 1 Year 1 Year 1 Year 1 Year 470,833 1 Year 208,333 1 Year 312,500 1 Year 208,333 1 Year 869,565 3 Years 869,565 3 Years (1,223,684) - 1 Year Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Continued board appointment Recurring revenue targets - - - 9,000,000 1 - 3 Years CUFS* price - 1 Year 9,000,000 1 - 3 Years 21,605,795 performance targets Continued employment Total Shareholder Return, Contracted Bed Numbers & EBITDA performance targets 26 October 2021 Nashina Asaria 666,666 17 November 2022 Michael Kaminski 714,286 - - 17 November 2022 Joseph Rooney 535,714 (535,714) 17 November 2022 Nashina Asaria 357,143 (357,143) 17 November 2022 Dr Lyle Berkowitz 535,714 (535,714) 26 October 2023 Joseph Rooney 470,833 26 October 2023 Nashina Asaria 208,333 26 October 2023 Mark Cullen 312,500 26 October 2023 Barbara Nelson 208,333 26 October 2023 Mark Cullen 869,565 26 October 2023 Barbara Nelson 869,565 26 October 2021 James Fitter 1,223,684 26 October 2021 James Fitter 9,000,000 - - - - - - - - 17 November 2022 James Fitter 664,286 (664,286) 26 October 2023 James Fitter 9,000,000 - Total RSUs awarded to directors and outstanding at 31 December 2023 *Chess Unit of Foreign Securities All RSUs have an award price of €0.001 On behalf of the board Joseph Rooney Chairman of the Remuneration Committee 27 March 2024 Directors’ Report The directors present their report and the audited consolidated financial statements of Oneview Healthcare PLC and Subsidiaries (the “Group”) for the year ended 31 December 2023. Page 19 1. Principal activity, key performance 4. Financial risk management indicators, business review and future developments The principal activity of the Group is the development and sale of software for the healthcare sector and the provision of related consultancy services. The Group’s key performance indicators are: • recurring revenue; • number of live beds. The directors report that revenue for the year from continuing operations amounted to €9,397,373 (2022: €8,921,499). Recurring revenue for the year amounted to €6,600,035 (2022: €6,185,160), an increase of 7%, and continues to grow as the company deploys incrementally across its increasing client base. For further details on key performance indicators, see the CEO report on page 9. As at 31 December 2023, the Oneview solution was live in 10,151 beds with a further 5,670 beds contracted but not yet installed. Our financial risk management objectives and policies to manage risk are set out in note 23 to the consolidated financial statements, ‘Financial Instruments’. The Group did not enter into any derivative transactions during 2023 or 2022. 5. Results and dividends The loss for the year amounted to €8,934,571 (2022: loss of €10,869,459). The directors do not recommend payment of a dividend. 6. Directors The current directors are as set out on page 1. The directors’ interests in shares and debentures held at 31 December 2023 are disclosed in note 24. 7. Post balance sheet events There are no further post balance sheet events that would require disclosure or adjustment to the financial statements. 2. Financial activities 8. Political contributions The Group completed a A$20 million (€12.2 million) equity placement on 25 July 2023. The Company also offered a Security Purchase Plan (SPP) to existing eligible security holders which was oversubscribed and, after a 50% scale back, raised A$2.8 million (€1.6 million). The net proceeds of these issues are being used to execute on fresh growth opportunities, develop the BYOD product, expand global sales and marketing resources to target new markets for Cloud and BYOD and provide working capital to strengthen the Company’s balance sheet to support growth. 3. Principal risks and uncertainties Details of the principal risks and uncertainties facing the Group are set out in an Appendix to this annual report. These risks as set out in the Appendix include: • Oneview operates in a competitive industry; • Risk that the Oneview Solution is disrupted, fails or ceases to function efficiently; • Failure to protect intellectual property; • Public healthcare funding and other regulatory changes. The Group and Company did not make any disclosable political contributions during the year. 9. Research and development The Group is involved in research and development activities and during the year incurred €384,927 in development costs that were capitalised (2022: €Nil). A further €2,636,808 (2022: €3,575,895) of development costs were expensed as they do not meet the current accounting criteria for capitalisation. 10. Going concern Since its inception, the Group has incurred net losses and generated negative cash flows from its operations. To date, it has financed its operations through the sale of equity securities, including its initial public offering of Oneview Healthcare PLC in March 2016 and various equity raisings, the most recent of which occurred in July and August of 2023. As at 31 December 2023, the Group had cash balances of €11.5 million. Page 2 0 At the date of signing of the final financial statements, management assessed the Group’s ability to continue as a going concern and determined that it expects that its existing cash and other working capital will be sufficient to enable the Group to fund its operating expenses and capital expenditure requirements for a period of at least 12 months from the date of approval of the financial statements. The Group has based this estimate on assumptions that may prove to be wrong, and the Group may use its capital resources sooner than it currently expects. • a compliance policy statement has been drawn up setting out the Company’s policies with regard to such compliance; • appropriate arrangements and structures that, in their opinion, are designed to secure material compliance with relevant obligations, have been put in place; and the Company’s • a review has been conducted, during the financial year, of the arrangements and structures that have been put in place to secure the Company’s compliance with its relevant obligations. The Group is impacted by the timing of contract execution and project implementation, some of which are beyond the Group’s control. New contracts may also incur significant upfront expenses related to the design of original equipment manufacturer’s hardware required for certain customer implementations which may increase pressures on cash flows and cash management. After making inquiries, including the review of cashflow projections, and considering the uncertainties described above, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual financial statements. 11. Audit committee The Group has established an Audit Committee with responsibility for assisting the board of the Company in fulfilling its corporate governance and oversight responsibilities in relation to the Company’s financial reports and financial reporting process and internal control structure, risk management systems (financial and non financial) and the external statutory audit process. The Committee meets on a regular basis to: • review and approve internal audit and external statutory audit plans; • review and approve financial reports; and the effectiveness of • review the Company’s compliance and risk management functions. 12. Directors’ compliance statement The directors, in accordance with Section 225(2) of the Companies Act 2014, acknowledge that they are responsible for ensuring the Company’s compliance with certain obligations specified in that section arising from the Companies Act 2014, and Tax laws (‘relevant obligations’). The directors confirm that: 13. Relevant audit information The directors believe that they have taken all steps necessary to make themselves aware of any relevant audit information and have established that the Group’s statutory auditors are aware of that information. In so far as they are aware, there is no relevant audit information of which the Group’s statutory auditors are unaware. 14. Accounting records To ensure that adequate accounting records are kept in accordance with Sections 281 to 285 of the Companies Act 2014, the directors have employed appropriately qualified accounting personnel and have maintained appropriate computerised accounting systems. The accounting records are located at the company’s office at Avoca Court, Temple Road, Blackrock, County Dublin. 15. Auditor The auditors, KPMG, were appointed on 31 October 2013. In accordance with Section 383(2) of the Companies Act 2014 the auditors, KPMG, Registered Auditors, will continue in office. On behalf of the board James Fitter Director Joseph Rooney 27 March 2024 Director Page 2 2 Statement of Directors’ Responsibilities The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position of the Group and Company and the profit and loss of the Group and which enable them to ensure that the financial statements comply with the provision of the Companies Act 2014. The directors are also responsible for taking all reasonable steps to ensure such records are kept by its subsidiaries which enable them to ensure that the financial statements of the Group comply with the provisions of the Companies Act 2014. They are responsible for such internal controls as they determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have a general responsibility for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for preparing a directors’ report that complies with the requirements of the Companies Act 2014. On behalf of the Board James Fitter Director Joseph Rooney 27 March 2024 Director The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare Group and Company financial statements for each financial year. As required by Australian Securities Exchange Rules, the directors are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU. The directors have elected to prepare the Company financial statements in accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014. Under company law, the directors must not approve the Group and company financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and Company and of the Group profit or loss for that year. In preparing each of the Group and Company financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; • assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Report Independent auditor’s report to the members of Oneview Healthcare PLC Report on the audit of the financial statements Page 23 1. Opinion We have audited the financial statements of Oneview Healthcare plc (the Company) and its consolidated undertakings (the Group) for the year ended 31 December 2023 set out on pages 27 to 63, which comprise the Consolidated statement of total comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows, Company statement of cash flows and related notes, including the summary of significant accounting policies set out in note 1. in their preparation The financial reporting framework that has been applied Irish Law and International Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2014. is In our opinion: • the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 31 December 2023 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union; • the Company financial statements have been properly prepared in accordance with IFRS as adopted by the European Union, as applied in accordance with the provisions of the Companies Act 2014; and • the Group and Company financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the financial statements section of our report. We have fulfilled our ethical responsibilities under, and we remained independent of the Group in accordance with ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), as applied to listed entities. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and Company’s ability to continue to adopt the going concern basis of accounting included considering the inherent risks to the Group’s and Company’s business model and analysed how those risks might affect the Group’s and Company’s financial resources or ability to continue over the going concern period, including assessing the reasonableness of the Group’s and Company’s revenue targets and expected cash burn. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue. responsibilities and Our responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. the 2. Detecting irregularities including fraud We identified the areas of law and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity’s industry, regulatory environment and other external factors and inquiry with the Directors. In addition, or risk assessment procedures included: • Inquiring with the Directors and other management as to the Group’s policies and procedures regarding compliance with laws and regulations, for identifying, evaluating and accounting litigation or claims. • Inquiring of Directors, the Audit Committee and members of key management and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud. • Inquiring of Directors and other management regarding their assessment of the risk that the financial statements may be materially misstated due to irregularities, including fraud. • Inspecting the Group’s regulatory and legal correspondence. • Reading Board of Director and Audit Committee meeting minutes. • Planning and performing analytical procedures to identify any unusual or unexpected relationships. We identified laws and regulations, fraud risk factors and discussed the need to remain alert amongst the audit team. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary. is subject to many other Secondly, the Group laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as the most likely to have an effect: health and safety; anti-bribery; employment regulatory capital and liquidity and certain aspects of company legislation recognising the regulated nature of the Group’s activities and its legal form. law; environmental law; Auditing standards limit the required audit procedures to identify non-compliance with these non-direct laws Page 24 and regulations to inquire of the Directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance. We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of management override of controls. On this audit, we do not believe there is a fraud risk related to revenue recognition and did not identify any additional fraud risks. In addition to the fraud risks, we also performed procedures including: • identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation; and • evaluating the business purpose of significant unusual entries. As the Group is regulated, our assessment of risks involved obtaining an understanding of the legal and regulatory framework that the Group operates in and gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. in Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non- compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards are to identify it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. forgery, 3. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial s tatements a s a w hole, a nd in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, including the Page 25 Parent Company audit opinion, the Parent Company key audit matter was as follows (unchanged from 2022): Valuation of Investment in subsidiaries and Intercompany Loans and Receivables €54.7 million (2022: €46.3 million). No key audit matters to report for the Group. Valuation of Investment in subsidiaries and expected credit losses of Intercompany Loans and Receivables €54.7 million (2022: €46.3 million). No key audit matters to report for the Group. Refer to Note 1 (accounting policies) and Note 11 and 13 to the Parent Company Financial Statements. The key audit matter How the matter was addressed in our audit investment intercompany Parent Company’s The in loans and subsidiaries and receivables make up 88% of total assets (by value). We do not consider there to be a significant risk of error related to the Company’s investment in subsidiaries and intercompany loans and receivables, or to be subject to a significant level of judgements or estimation due to the Group’s market capitalisation at year end. However, due to their materiality in the context of the Company financial statements and as the Group as a whole is currently loss making, they are considered an area of audit focus and of significance to the audit of the financial statements. For this reason, these were considered key audit matters in the audit of the parent company. Our procedures over the valuation of the investment in subsidiaries and intercompany loans and receivables included, but were not limited to: • • • • obtaining an understanding of the impairment process, including where relevant, the process relating to the development of projected financial information; assessing the appropriateness of the Company’s impairment review, including the consideration of any indicators of impairment, and the assessment of the significant data inputs, such as market capitalisation, against externally derived sources; comparing the value of the Parent Company’s investment in subsidiaries and intercompany loans and receivables as at 31 December 2023 to the Group’s market capitalisation at the same date; considering the appropriateness of the relevant disclosures in the financial statements, and assessing whether these are in accordance with relevant accounting standards. Based on the evidence obtained we found management’s assessment of the carrying value of the Parent Company investment in subsidiaries and intercompany loans and receivables impairment calculation and related disclosures to be reasonable. In determining the valuation of investment in subsidiaries and expected credit losses of intercompany loans and receivables, we found the Company’s judgment to be reasonable and the relevant disclosures to be appropriate. 4. Our application of materiality and an overview of the scope of our audit The materiality for the Group financial statements and the Company financial statements as a whole was set at €0.19 million (2022: €0.21 million) and €0.19 million (2022: €0.47 million) respectively, determined with reference to benchmarks of group expenses (Group) and net assets of the Company (Company) of which it represents 1% (2022: 1%) and 1% (2022: 1%) respectively. In 2023, we limited the Company materiality to the Group materiality. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to €0.14 million (2022: €0.35 million) for the Company. We consider group expenses to be the most appropriate benchmark as it provides a more stable measure year on year than the group revenue or loss before tax, given the phase of the Company’s development. Net assets are deemed to be the most appropriate benchmark as the parent Company is a holding company only that provides financial support to its operating subsidiaries. We use performance materiality to reduce to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. In applying our judgment in determining performance materiality, we considered a number of factors including the low number and value of misstatements identified in the prior year financial statement audit. We reported to the Audit and Risk Committee any corrected and uncorrected misstatements exceeding €0.1 million (2022: €0.1 million), in addition to other identified misstatements that warranted reporting on qualitative grounds. We applied materiality to assist us to determine what risks were significant risks and the procedures to be performed. Of the group’s nine (2022: nine) reporting components, we subjected six (2022: six) to full scope audits for group purposes. Those not subjected to a full scope audit are dormant companies. All procedures were completed by a single engagement team in Dublin. Other information The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the Directors’ report, Chairman’s Letter, CEO Report, Remuneration Report, Additional ASX Information and Specific Risks (unaudited). The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work, we have not identified material misstatements in the other information. Based solely on our work on the other information, we report that: • we have not identified material misstatements in the Directors’ report; • in our opinion, the information given in the Directors’ report is consistent with the financial statements; • in our opinion, the Directors’ report has been prepared in accordance with the Companies Act 2014. Our opinions on other matters prescribed by the Companies Act 2014 are unmodified We have obtained all information and explanations which we consider necessary for the purpose of our audit. the In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the Company’s financial statements are in agreement with the accounting records. We have nothing to report on other matters on which we are required to report by exception The Companies Act 2014 requires us to report to you, if in our opinion, the disclosures of Directors’ remuneration and transactions required by Section 305 to 3012 of the Act are not made. Page 26 5. Respective responsibilities and restrictions on use Responsibilities of directors for the financial statements As explained more fully in the Directors’ responsibilities statement set out on page 22, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group’s and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A fuller description of our responsibilities is provided on IAASA’s website at https://iaasa.ie/publications/ description-of-the-auditors-responsibilities-for-the- audit-of-the-financial-statements/ The purpose of our audit work and to whom we owe our responsibilities Our report is made solely to the Group’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Group’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group’s members, as a body, for our audit work, for this report, or for the opinions we have formed. John Corrigan for and on behalf of KPMG Chartered Accountants, Statutory Audit Firm 1 Stokes Place, St Stephen’s Green, Dublin 2 27 March 2024 Financial Report Consolidated Statement of Total Comprehensive Income for the year ended 31 December 2023 Page 27 Continuing Operations Revenue Cost of sales Gross profit Other income Sales and marketing expenses Product development and delivery expenses General and administrative expenses Operating loss Finance charges Finance income Loss before tax Income tax Loss for the year Attributable to ordinary shareholders Loss per share Basic Diluted Other comprehensive gain/(loss) Items that will or may be reclassified to profit or loss Foreign currency translation differences on foreign operations (no tax impact) Other comprehensive gain/(loss), net of tax Note 2 5 2023 € 2022 € 9,397,373 8,921,499 (3,232,587) (3,575,857) 6,164,786 5,345,642 - 1,360,637 (3,127,283) (3,918,579) (8,341,433) (10,070,026) (3,069,122) (3,543,075) 3,4 (8,373,052) (10,825,401) 6 6 7 8 8 (517,038) (162,459) 5,254 63,180 (8,884,836) (10,924,680) (49,735) 55,221 (8,934,571) (10,869,459) (8,934,571) (10,869,459) (0.02) (0.02) (0.02) (0.02) 158,081 (80,260) 158,081 (80,260) Total comprehensive loss for the year (8,776,490) (10,949,719) The total comprehensive loss for the year is entirely attributable to equity holders of the Group. On behalf of the board James Fitter Director Joseph Rooney Director 27 March 2024 Consolidated Statement of Financial Position as at 31 December 2023 Page 28 Non-current assets Intangible assets Property, plant and equipment Research and development tax credit Current assets Inventories Trade and other receivables Contract assets Current income tax receivable Cash and cash equivalents Total current assets Total assets Equity Issued share capital Share premium Treasury reserve Other undenominated capital Translation reserve Reorganisation reserve Share based payments reserve Retained earnings Total equity Non-current liabilities Trade and other payables Lease liabilities Deferred income Total non-current liabilities Current liabilities Trade and other payables Lease liabilities Current income tax liabilities Total current liabilities Total liabilities Note 9 10 13 12 13 2 19 19 19 19 2023 € 491,386 1,037,034 461,061 2022 € 264,877 613,779 639,639 1,989,481 1,518,295 2,240,906 1,227,691 5,708,046 3,342,163 430,906 - 240,035 16,025 11,548,825 6,409,936 19,928,683 11,235,850 21,918,164 12,754,145 671,482 534,990 134,082,384 120,369,325 (2,586) 4,200 172,075 (2,586) 4,200 13,994 (1,351,842) (1,351,842) 18 7,217,895 6,446,943 (131,653,947) (123,758,477) 15 17 16 14 17 9,139,661 2,256,547 247,225 782,456 12,058 2,789,637 370,732 20,295 1,041,739 3,180,664 11,570,211 7,144,655 152,866 13,687 172,279 - 11,736,764 7,316,934 12,778,503 10,497,598 Total equity and liabilities 21,918,164 12,754,145 On behalf of the board James Fitter Director Joseph Rooney Director 27 March 2024 Page 29 Note 11 13 2023 € 2022 € 12,201,765 10,359,343 20,354,066 20,545,035 32,555,831 30,904,378 13 22,615,543 15,685,405 7,255,619 1,751,263 19 19 19 19 18 15 14 29,871,162 17,436,668 62,426,993 48,341,046 671,482 534,990 134,082,384 120,369,325 (2,586) 4,200 (2,586) 4,200 7,217,895 6,446,943 (81,151,828) (80,304,162) 60,821,547 47,048,710 - - 393,089 393,089 1,605,446 1,605,446 899,247 899,247 1,605,446 1,292,336 62,426,993 48,341,046 Company Statement of Financial Position as at ended 31 December 2023 Non-current assets Financial assets Loan to Group Company Current assets Trade and other receivables Cash and cash equivalents Total current assets Total assets Equity Share capital Share premium Treasury reserve Other undenominated capital Share based payment reserve Retained earnings Total equity Non-current liabilities Trade and other payables Total non-current liabilities Current liabilities Trade and other payables Total current liabilities Total liabilities Total equity and liabilities On behalf of the board James Fitter Director Joseph Rooney Director 27 March 2024 Page 3 0 Consolidated Statement of Changes in Equity for the year ended 31 December 2023 Share capital Share premium Treasury reserve Other undenom- inated capital Reorgan- isation reserve Share based payment reserve Translation reserve Retained loss Total equity € € € € € € € € € As at 1 January 2022 518,477 120,071,867 (2,586) 4,200 (1,351,842) 4,344,439 94,254 (113,778,692) 9,900,117 Loss for the year Foreign currency translation Total comprehensive loss Transactions with shareholders Share based compensation to employees Vesting of restricted share unit awards - - - - 4,513 - - - - - Exercise of share options 12,000 297,458 Transfer to retained earnings in respect of expired restricted share unit awards Transfer to retained earnings in respect of expired options - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (10,869,459) (10,869,459) (80,260) - (80,260) (80,260) (10,869,459) (10,949,719) 2,996,691 (609,774) (68,757) (215,135) (521) - - - - - - 2,996,691 605,261 - 68,757 309,458 215,135 521 - - As at 31 December 2022 534,990 120,369,325 (2,586) 4,200 (1,351,842) 6,446,943 13,994 (123,758,477) 2,256,547 As at 1 January 2023 534,990 120,369,325 (2,586) 4,200 (1,351,842) 6,446,943 13,994 (123,758,477) 2,256,547 Loss for the year Foreign currency translation Total comprehensive loss - - - - - - Transactions with shareholders Issue of ordinary shares 126,724 13,713,059 Issue of ordinary shares as consideration for services Vesting of restricted share unit awards Share based compensation to employees Share based compensation to non- employees Transfer to retained earnings in respect of expired restricted share unit awards Transfer to retained earnings in respect of expired options 2,083 7,685 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (224,027) (1,072,874) 2,038,852 329,496 (299,740) (755) - (8,934,571) (8,934,571) 158,081 - 158,081 158,081 (8,934,571) (8,776,490) - - - - - - (548,527) 13,291,256 221,944 1,065,189 - - - - 2,038,852 329,496 299,740 755 - - As at 31 December 2023 671,482 134,082,384 (2,586) 4,200 (1,351,842) 7,217,895 172,075 (131,653,947) 9,139,661 Page 31 Company Statement of Changes in Equity for the year ended 31 December 2023 Share capital Share premium Treasury reserve Other undenominated capital Share based payment reserve Retained loss Total equity € € € € € € € As at 1 January 2022 518,477 120,071,867 (2,586) 4,200 4,344,439 (74,832,923) 50,103,474 Loss and total comprehensive income for the year Transactions with shareholders Vesting of restricted share unit awards Share based compensation to employees - 4,513 - - - - Exercise of share options 12,000 297,458 Transfer to retained earnings in respect of expired restricted share units Transfer to retained earnings in respect of expired options - - - - - - - - - - - - - - - - - (6,360,913) (6,360,913) (609,774) 605,261 - 2,996,691 (68,757) - 2,996,691 68,757 309,458 (215,135) 215,135 (521) 521 - - As at 31 December 2022 534,990 120,369,325 (2,586) 4,200 6,446,943 (80,304,162) 47,048,710 As at 1 January 2023 534,990 120,369,325 (2,586) 4,200 6,446,943 (80,304,162) 47,048,710 Loss and total comprehensive income for the year Transactions with shareholders - - Issue of ordinary shares 126,724 13,713,059 Issue of ordinary shares as consideration for services Vesting of restricted share unit awards Share based compensation to employees Share based compensation to non-employees Transfer to retained earnings in respect of expired restricted share units Transfer to retained earnings in respect of expired options 2,083 7,685 - - - - - - - - - - - - - - - - - - - - - - - - - - - - (1,886,767) (1,886,767) (548,527) 13,291,256 (224,027) 221,944 (1,072,874) 1,065,189 - - 2,038,852 329,496 - - 2,038,852 329,496 (299,740) 299,740 (755) 755 - - As at 31 December 2023 671,482 134,082,384 (2,586) 4,200 7,217,895 (81,151,828) 60,821,547 * Loss and total comprehensive income for the year includes an impairment provision against inter-company receivables of €Nil (2022: €7,598,854). Consolidated Statement of Cash Flows for the year ended 31 December 2023 Cash flows from operating activities Receipts from clients Legal claim settlement proceeds Payments to employees and suppliers, net Finance charges paid Interest received Research and development tax credit received Income tax paid Page 32 Note 2023 € 2022 € 9,721,389 8,838,970 - 1,360,637 (16,812,803) (19,609,240) (127,455) (104,932) 5,254 - (50,173) 570 621,561 (17,647) Net cash used in operating activities 22 (7,263,788) (8,910,081) Cash flows from investing activities Purchase of property, plant and equipment Acquisition of intangible assets 10 9 (118,444) (402,933) (44,518) - Net cash used in investing activities (521,377) (44,518) Cash flows from financing activities Proceeds from issue of shares Transaction costs paid Repayment of lease liabilities 13,839,783 (548,527) 309,458 (91,640) 21 (253,778) (317,925) Net cash provided by/(used in) financing activities 13,037,478 (100,107) Net increase/(decrease) in cash held Foreign exchange impact on cash and cash equivalents Cash and cash equivalents at beginning of financial year 5,252,313 (9,054,706) (113,424) 288,657 6,409,936 15,175,985 Cash and cash equivalents at end of financial year 11,548,825 6,409,936 Page 3 3 Company Statement of Cash Flows for the year ended 31 December 2023 Net cash used in operating activities 22 (7,731,941) (9,039,095) Note 2023 € 2022 € Cash flows from financing activities Proceeds from issue of shares Transaction costs paid Net cash provided by financing activities Net increase/(decrease) in cash held Foreign exchange impact on cash and cash equivalents Cash and cash equivalents at beginning of financial year 13,839,783 (548,527) 309,458 (91,640) 13,291,256 217,818 5,559,315 (8,821,278) (54,959) 205,564 1,751,263 10,366,977 Cash and cash equivalents at end of financial year 7,255,619 1,751,263 Notes 1. Accounting policies – Group and Company Page 3 4 Reporting entity Oneview Healthcare PLC (“OHP”) is domiciled in Ireland with its registered office at 2nd Floor, Avoca Court, Temple Road, Blackrock, County Dublin (company registration number 513842). The consolidated financial information of OHP as set out for the year ended 31 December 2023 comprises OHP and its subsidiary undertakings (together the “Group”). During 2012, OHP was incorporated for the purpose of implementing a holding company structure. This resulted in a group re-organisation with OHP becoming the new parent company of Oneview Limited (“OL”) by way of share for share swap with the existing shareholders of OL. This has been accounted for as a continuation of the original OL business via the new OHP entity resulting in the creation of a reorganisation reserve in the consolidated financial statements in the amount of €1,347,642, (increased by €4,200, to €1,351,842 in 2013 due to the issue of B shares). No reorganisation reserve was created at OHP company level as the fair value of the net assets of OHP was equal to the carrying value of its net assets on the date of the reorganisation. Statement of compliance The Group financial statements and the Company in financial statements have been prepared accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (EU) that are effective for the year ended 31 December 2023. The directors have elected to prepare the Company financial statements in accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014. The Companies Act 2014 permits a company individual financial statements that presents together with its consolidated financial statements with an exemption from publishing the Company income statement and statement of comprehensive income which forms part of the Company financial statements prepared and approved in accordance with the Act. The Company reported a loss of €1,886,767 (2022: €6,360,913). its Going concern Since its inception, the Group has incurred net losses and generated negative cash flows from its operations. To date, it has financed its operations through the sale of equity securities, including its initial public offering of Oneview Healthcare PLC in March 2016 and equity raisings since then, the most recent of which occurred in 2023 and raised A$22.8 million (€13.8 million). As at 31 December 2023, the Group had cash balances of €11.5 million. the Group’s ability At the date of signing of the final financial statements, management assessed to continue as a going concern and determined that it expects that its existing cash and other working capital will be sufficient to enable the Group to fund its operating expenses and capital expenditure requirements for a period of at least 12 months from the date of approval of the financial statements. The Group has based this estimate on assumptions that may prove to be wrong, and the Group may use its capital resources sooner than it currently expects. implementation, The Group is impacted by the timing of contract execution and project some of which are beyond the Group’s control. New significant upfront contracts may also expenses related to the design of original equipment for certain manufacturer’s hardware customer increase pressures on cash flows and cash management. implementations which may required incur the inquiries, including review After making of cashflow projections, and considering the uncertainties described above, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual financial statements. Adoption of IFRS and International Financial Reporting Interpretations Committee (IFRIC) Interpretations The following new standards, interpretations and standard amendments became effective for the Group as of 1 January 2023: IFRS 17 Insurance Contracts • • Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) • Definition of Accounting Estimate (Amendments to IAS 8) • Deferred Tax related to Assets and Liabilities arising from a single transaction – Amendments • to IAS 12 International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 (effective 23 May 2023) These new standards, interpretations and standard amendments did not result in a material impact on the Group’s results. Standards issued but not yet effective A number of new standards are effective for annual periods beginning after 1 January 2024 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements. The following amended standards and interpretations are not expected to have a significant impact on the Group’s consolidated financial statements: • Non-current Liabilities with Covenants – Amendment to IAS 1 • Classification of Liabilities as Current or Non- Current – Amendments to IAS 1 • Lease Liability in a Sale or Leaseback - Amendments to IAS 16 • Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 • Lack of Exchangeability – Amendments to IAS 21 (effective from 1 January 2025) • Sale or Contribution of Assets between and Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (Available for optional adoption/effective date deferred indefinitely) Use of estimates and judgements statements The preparation of financial in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Judgements Information about critical judgements in applying accounting policies that have the most significant effect on the consolidated financial statements is included in the following note: the amounts recognised in Trade and other receivables (note 13) • • Leases (notes 17 and 21) Assumptions and estimation uncertainties Page 3 5 Information about assumptions and uncertainties as at 31 December 2023 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes: • Financial assets - Company (note 11) • Parent company asset carrying values (note 13) a. Basis of consolidation The Group financial statements consolidate the financial statements of Oneview Healthcare PLC and its subsidiaries. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the power to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Financial statements of subsidiaries are prepared for the same reporting year as the Company and where necessary, adjustments are made to the results of subsidiaries to bring their accounting policies into line with those used by the Group. b. Transactions eliminated on consolidation transactions, inter-company balances and All including unrealised profits arising intra- from Group transactions, have been eliminated in full. Unrealised losses are eliminated in the same manner as unrealised gains except to the extent that there is evidence of impairment. c. Investments in subsidiaries In the Company’s financial statements, investments in subsidiaries are carried at cost less any provision made for impairment. d. Translation of foreign currencies The presentation currency of the Group and Company is euro (€). The functional currency of the Company is euro. Results of non-euro denominated subsidiaries are translated into euro at the actual exchange rates at the transaction dates or average exchange rates for the year where this is a reasonable approximation. The related statements of financial position are translated at the rates of exchange ruling at the reporting date. Adjustments arising on translation of the results of non-euro subsidiaries at average rates, and on the restatement of the opening net assets at closing rates, are dealt with in a separate translation reserve within equity. Transactions in currencies different to the functional currencies of operations are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and in foreign currencies are retranslated into the functional currency at the rate of exchange at the reporting date. All translation differences are taken to the income statement through the finance expense line. liabilities denominated e. Revenue The Group’s revenue consists primarily of revenues from its client contracts with healthcare providers for the provision and support of the Oneview Solution. Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added-tax (VAT) and discounts. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below. Where a performance obligation is satisfied but the client has not yet been billed, this is recognised as a deferred contract asset. When consideration is received in advance of work being performed, or amounts billed to a client are in excess of revenue recognised on the contract, this is recognised as deferred income. i. Software usage and content Software usage and content revenue is earned from the use of the Group’s solution by its clients. Revenue is earned by charging a fee based on the number of beds for which the Oneview Solution is installed and is charged on a daily basis. This daily charge may vary depending on the level of functionality and content provided. Contracts for the use of the Oneview Solution are typically five years in duration with fees typically billable annually in advance. Software usage and content revenue are recognised on a daily basis. Revenue is recognised rateably over the life of the contract and commences following completion of user acceptance testing (UAT) by the client. ii. Support income Support income relates to email and phone support, bug fixes and unspecified software updates and upgrades released during the maintenance term. Support services for hardware relates to phone and/or onsite support. The level of support varies depending on the contract. Page 36 The Group receives an annual fee, payable in advance, for hardware and software support services and is recognised on a daily basis over the term of the contract. The fee is based on the number of devices on which the Oneview Solution is installed. iii. License fees License fees represent an upfront access license fee, payable in advance. The fee is based on the number of devices for which the Oneview Solution is installed. The license fee is recognised over the life of the original contract term, typically five years, as the upfront delivery of the license does not have stand-alone value to the client. There is no stand- alone value as the license cannot be used on its own without customisation or implementation. The licence is a right to access and future upgrades are necessary for the client to retain continued functionality of the software. iv. Hardware Hardware revenue is earned from fees charged to clients for the hardware supplied to operate the Oneview Solution. The Group is deemed to act as the principal to an arrangement when it controls a promised good or service before transferring it to a client. Where the Group acts as the principal in the supply of hardware, hardware revenue is recognised gross upon delivery of the hardware to the client. Where the Group acts as an agent in the supply of hardware, the fee paid to the Group is recognised when earned, per the terms of the contract. Revenue from hardware in the years presented in the financial statements is recognised on a gross basis because the Group has acted as the principal. v. Services income is revenue Installation and professional services revenue is earned from fees charged to deploy the Oneview Solution and install hardware at client sites. If the service is on a contracted time and material basis, then the revenue is recognised as and when the services are performed. If it is a fixed fee, then the recognised by professional services reference to the stage of completion accounting method. The Group measures percentage of completion based on labour hours incurred to date as a proportion of total hours allocated to the contract, or for installation of hardware based on units installed as a proportion of the total units to install. If circumstances arise that may change the original estimates of revenues, costs or extent of progress toward completion, estimates are revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in the period in which the circumstances that give rise to the revision become known by management. f. Income tax Income tax expense income statement represents the sum of income tax currently payable and deferred income tax. in the Income tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and further excludes items that are not taxable or deductible. The Group’s liability for income tax is calculated using rates that have been enacted or substantively enacted at the reporting date. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in other comprehensive income or equity. Deferred income tax is provided, using the liability method, on all differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes except those arising from non-deductible goodwill or on initial recognition of an asset or liability which affects neither accounting nor taxable profit. income tax assets and Deferred liabilities are measured at the tax rates that are expected to apply in the year when the asset is expected to be realised or the liability to be settled. Deferred tax assets are recognised for all deductible differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and derecognised to the extent that it is no longer probable that sufficient taxable profit would be available to allow all or part of the deferred income tax asset to be utilised. g. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated on a straight line basis over the estimated useful life of the asset and any profit or loss is recognised in the statement of total comprehensive income for each part of an item of property, plant and equipment. Depreciation methods and useful lives are reassessed at each reporting date. The estimated useful lives for additions during the current period are as follows: Fixtures, fittings and equipment Land and buildings 10% - 33% 2-7 years Page 37 the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net through profit or loss in the consolidated statement of total comprehensive income. The carrying values of property, plant and equipment are reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable. h. Intangible assets Computer software Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of three to five years. Internally generated intangible assets – research and development Expenditure on research activities undertaken with the prospect of gaining new technical knowledge and understanding is recognised in the income statement as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for new or substantially improved products or processes is capitalised if the product or process is (i) technically and commercially feasible; (ii) future economic benefits are probable; and (iii) the company intends to and has sufficient resources to complete the development. Capitalised expenditure includes direct labour and an appropriate proportion of overheads. Other development expenditure is recognised through profit or loss in the consolidated income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. Amortisation is recognised through profit or loss in the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives of intangible assets and amortisation commences in the year of capitalisation, as this best reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: Capitalised development costs straight line 5 years Amortisation methods, useful residual values are reviewed at each financial year-end and adjusted if appropriate. lives and Gains and losses on disposal of an item of property, plant and equipment are determined by comparing The carrying values of intangible assets are reviewed for indicators of impairment at each reporting date Page 3 8 and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable. retirement benefit plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees. i. Government grants Share based payments The Group recognises government grants related to capitalised development costs in the form of research and development (R&D) tax credits in Ireland and other government grants. Government grants are initially recognised as deferred income at fair value, if there is reasonable assurance that they will be received, they are then recognised through profit or loss as a deduction from wages and salaries costs on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses incurred are recognised through profit or loss on a systematic basis in the periods in which the expenses are recorded. j. Share capital 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. Where ordinary shares are repurchased by the company they are cancelled or held as treasury shares and the nominal value of the shares is transferred to an undenominated capital reserve fund within equity. The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The fair value of the awards granted is measured at grant date based on an observable market price using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non- market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions or market conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. k. Cash and cash equivalents Restricted stock share unit plan (RSU) Cash and cash equivalents comprise cash balances and cash deposits with an original maturity of three months or less. l. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in/first-out principle and includes all expenditure incurred in acquiring the inventories and bringing them to their present location and condition. Net realisable value is the estimated proceeds of sale, less all further costs to completion, and less all costs to be incurred in marketing, selling and distribution. Estimates of realisable value are based on the most reliable evidence available at the time the estimates are made. m. Employee Benefits Defined contribution plans and other long term employee benefits A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution In 2019, the Company adopted a new Restricted Share Unit Plan (‘RSU’) to replace the existing Restricted Stock Share Plan. The total amount to be expensed over the vesting period is determined by reference to the fair value of the awards granted. At each reporting date, the estimate of the number of awards that are expected to vest is revised. The impact of the revision of original estimates, if any, is recognised in the income statement, with a corresponding adjustment to equity. The total expense is recognised over the vesting period which is the period over which all the specified vesting conditions are satisfied. n. Finance income and finance costs The Group’s finance income and finance costs include: interest income interest expense lease interest expense foreign currency translation gain/loss • • • • • bank charges Interest income or expense is recognised using the effective interest method. o. Financial instruments q. Deferred income Page 39 All recognised financial assets that are within the scope of IFRS 9 are required to be subsequently measured at amortised cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The Group does not hold any financial assets which meet the criteria for classification at fair value reported in other comprehensive income or fair value reported in profit and loss. Impairment of financial assets In relation to the impairment of financial assets, the Group applies an expected credit loss model. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. In respect of trade receivables, the Group applies to measuring expected credit losses using a lifetime expected loss allowance. the simplified approach The Company applies the general approach in calculating ECLs on its intercompany loans. Where the recoverable amount of the investment in subsidiaries is less than the carrying amount, an impairment loss is recognised. As there was an indicator of a significant increase in credit risk as a result of negative cash flows and net liabilities in certain subsidiary undertakings, the Company has provided for impairment losses. Financial liabilities Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition. p. Contract assets A contract asset is recognised when a performance obligation is satisfied (and revenue recognised), but the payment conditions relate to the Group’s fulfilment of other performance obligations in the contract. Contract assets are different from trade receivables, because trade receivables represent an unconditional right to receive payment. Deferred income relates to advance consideration received from clients for which revenue is recognised in line with the Group’s accounting policy. r. Leases The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right- of-use asset comprises the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs. The right of use asset is subsequently measured at less any accumulated depreciation and impairment losses and adjusted for any remeasurements of the lease liability. initial cost The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. A discount rate of 11% is used, which the Group considers to be its incremental borrowing rate, to calculate the present value of lease commitments. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. Lease commitments are recognised as a liability and a right-of-use asset on the Group’s Consolidated Statement of Financial Position. A right-of-use asset has been capitalised on the Group’s Consolidated Statement of Financial Position. This right-of-use asset is depreciated over the term of the lease as an operating expense, with an associated finance cost applied annually to the lease liability, in the Group’s Consolidated Statement of Comprehensive Income. The Group has applied judgment to determine the lease term for some lease contracts which include renewal options in which it is a lessee. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of- use assets recognised. The Group has also applied judgment to determine the appropriate discount rate. 2. Segment Information The Group is managed as a single business unit engaged in the provision of interactive patient care, and accordingly operates in one reportable segment which provides a patient engagement solution for the healthcare sector. Our operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM has been identified as our executive management Page 4 0 team. The executive management team comprises the CEO, CFO, Chief Commercial Officer and Chief Product and Strategy Officer. The CODM assess the performance of the business, and allocates resources, based on the consolidated results of the company. Revenue by type and geographical region is as follows: Recurring revenue: Software usage and content Support income License fees Non-recurring revenue: Hardware Services income Total revenue Revenue attributable to country of domicile and other material countries: Ireland (country of domicile) United States Australia Asia Middle East Total revenue 2023 € 4,261,096 2,194,692 144,247 6,600,035 1,966,050 831,288 2,797,338 9,397,373 2023 € 42,684 6,375,059 2,366,402 545,327 67,901 9,397,373 2022 € 3,978,661 2,055,044 151,455 6,185,160 1,701,684 1,034,655 2,736,339 8,921,499 2022 € 4,200 5,679,550 2,864,910 279,128 93,711 8,921,499 Page 41 Major clients Revenues from client A totalled €2,361,849 (2022: €2,000,983) and represented 25% (2022: 22%) of total revenues. Revenues from Client B totalled €1,262,986 (2022: €664,010) and represented 13% (2022: 7%) of total revenue. Revenues from Client C totalled €1,130,770 (2022: €1,659,571) and totalled 12% (2022: 19%) of total revenue. Receivables, contract assets and contract liabilities from contracts with clients: Receivables, which are included in ‘trade and other receivables’ Contract assets Deferred income 2023 € 2,524,369 430,906 2022 € 995,595 240,035 (4,861,697) (3,254,481) The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are located outside of the country of domicile, primarily in the US. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the client. Balance at start of year Transfers from contract assets recognised at the beginning of the year to receivables Increase/(decrease) as a result of changes in the measure of progress Increase as a result of additions in the year Balance at end of year 2023 € 240,035 (79,675) 172,647 97,899 430,906 2022 € 309,466 (87,619) (53,913) 72,101 240,035 The contract liabilities primarily relate to the Group’s performance obligations for work billed but not completed at the reporting date. Balance at start of year Transfers from deferred income at the beginning of the year to profit or loss Increase as a result of additions in the year Balance at end of year 3. Statutory and other information Loss before tax for the year has been arrived at after charging / (crediting): Amortisation of capitalised development costs Depreciation of property, plant and equipment Loss on disposal of property, plant and equipment Foreign exchange loss 2023 € 3,254,481 (3,190,596) 4,797,812 4,861,697 2023 € 176,424 309,554 - 314,247 2022 € 3,333,689 (3,252,468) 3,173,260 3,254,481 2022 € 213,890 460,013 5,967 57,527 4. Employee numbers and benefits expense The average number of permanent full-time persons (including executive directors) employed by the Group during the year was 79 (2022: 90). Page 42 Administrative Product development and delivery Sales and marketing The staff costs (inclusive of Directors’ salaries) comprise: Wages and salaries Social welfare costs Share based payments (note 18) Defined contribution retirement benefit charge and disability payments Termination costs US Employment Retention Credits received 2023 2022 Number Number 9 61 9 79 2023 € 6,850,370 738,005 2,038,852 291,462 7,370 - 9,926,059 9 71 10 90 2022 € 7,393,447 806,742 2,996,691 833,789 120,506 (248,398) 11,902,777 Included within the defined contribution retirement benefit charge and disability payments for 2022 is a provision for a disability payment to a former executive, which the Company will continue to pay until the earlier of his return to work or his retirement. Directors’ remuneration Short-term employee benefits Post-employment benefits Intrinsic value on vesting Total compensation 2023 € 622,896 20,287 250,641 2022 € 572,851 40,801 81,529 893,824 695,181 The share based payment fair value charge in respect of key management personnel for the year ended 31 December 2023 was €1,341,017 (2022: €2,034,684). Key management personnel are deemed to be comprised of all board members, the CFO, the Chief Product and Strategy Officer and the Chief Commercial Officer. Total remuneration for key management personnel in 2023 was €1,450,264 (2022: €1,113,430). 5. Other income There was no other income in 2023. The other income in 2022 relates to a commercial settlement agreed with aged care operator Regis Aged Care Pty Ltd in relation to the claim launched by the Company for breach of the Collaboration Agreement between the parties without admission of liability of either party. A settlement of A$2 million (€1.36 million) was agreed and was received by the Company in May 2022. Legal fees of €0.07 million associated with the claim were incurred and paid during the prior period and were reflected in professional and legal fees within general and administrative costs. 6. Finance (charges) / income Bank charges Foreign exchange loss Interest charge on lease liabilities Interest charges Finance charges Gain on modification of lease liabilities Interest income Finance income Page 4 3 2022 € (21,723) (57,527) (73,091) (10,118) 2023 € (17,525) (314,247) (90,012) (95,254) (517,038) (162,459) - 5,254 5,254 62,610 570 63,180 Included within the interest charges for the year ended 31 December 2023 is €75,336 in respect of accrued interest on payroll related taxes which have been deferred under the Irish Revenue Commissioner Debt Warehousing scheme for the period May 2020 to December 2021. The Group is in discussions with the Irish Revenue Commissioners about a Phased Payment Arrangement. In accordance with the rules of the scheme, the Group had been accruing interest at a rate of 3% on the debt. On 5 February 2024, the Minister for Finance announced that the interest rate applicable to warehoused debt will be reduced to 0%. The interest accrued to 31 December 2023 totalling €75,336 will be reversed in the year ended 31 December 2024. 7. Income tax The components of the income tax charge for the years ended 31 December 2023, and 2022 were as follows: Current tax expense Foreign tax for the year Income tax (charge)/credited in Consolidated statement of total comprehensive income 2023 € (49,735) (49,735) 2022 € 55,221 55,221 Reconciliation of effective tax rate A reconciliation of the expected tax credit, computed by applying the standard Irish tax rate to loss before tax to the actual tax credit, is as follows: Loss before tax Irish standard tax rate 2023 € 2022 € (8,884,836) (10,924,680) 12.5% 12.5% Tax at Irish standard tax rate (1,110,605) (1,365,585) Tax effect of permanent items Losses for which no deferred tax is recognised Effect of foreign tax Income taxed at higher rate Non-taxable losses/(profits) Total tax charge/(credit) 343,462 684,018 22,436 104,046 6,378 49,735 374,586 1,343,343 (140,820) 63,696 (330,441) (55,221) No tax charge has been credited or charged directly to other comprehensive income or equity. The company has an unrecognised deferred tax asset carried forward of €14,970,540 (31 December 2022: €14,286,522). The deferred tax asset only accrues in Ireland and therefore has no expiry date. As the Company has a history of losses, a deferred tax asset will not be recognised until the company can predict future taxable profits with sufficient certainty. The unrecognised deferred tax asset at 31 December 2023 and 2022 was comprised as follows: Unrecognised deferred tax asset Net operating losses carried forward Differences taxable in future periods PPE and intangible assets temporary differences Excess management expenses Total unrecognised deferred taxation asset 8. Earnings per share Basic earnings per share Loss attributable to ordinary shareholders Weighted average number of ordinary shares outstanding (i) Basic loss per share (i) Weighted-average number of ordinary shares (basic) Issued ordinary shares at 1 January Effect of shares issued Page 4 4 2022 € 2023 € 13,579,780 12,943,179 (238,742) 279,612 1,349,890 (229,235) 299,305 1,273,273 14,970,540 14,286,522 2023 € 2022 € (8,934,571) (10,869,459) 588,668,829 522,319,679 (0.02) (0.02) 2023 No. 2022 No. 534,990,444 518,477,053 53,678,385 3,842,626 Weighted average number of ordinary shares at 31 December 588,668,829 522,319,679 Basic loss per share is calculated by dividing the loss for the year after taxation attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share Loss attributable to ordinary shareholders Weighted average number of ordinary shares outstanding (i) Diluted loss per share (i) Weighted-average number of ordinary shares (diluted) Issued ordinary shares at 1 January Effect of shares issued 2023 € 2022 € (8,934,571) (10,869,459) 588,668,829 522,319,679 (0.02) (0.02) 2023 No. 2022 No. 534,990,444 518,477,053 53,678,385 3,842,626 Weighted average number of ordinary shares at 31 December 588,668,829 522,319,679 The calculation of diluted earnings per share has been based on the loss attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustments for the effects of all dilutive ordinary shares. Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease EPS or increase the loss per share from continuing operations. As the company is loss making, there is no difference between the basic and diluted earnings per share. The number of ordinary shares, including potentially dilutive shares is 703,658,850 (2022: 567,057,257). The weighted average number of ordinary shares, including potentially dilutive shares, is 640,806,485 (2022: 562,689,187). 9. Intangible assets Cost At 1 January 2022 Foreign exchange translation differences Page 4 5 Software Development costs Total € € € 215,685 5,602 5,213,747 5,429,432 - 5,602 At 31 December 2022 221,287 5,213,747 5,435,034 At 1 January 2023 Foreign exchange translation differences 221,287 18,006 5,213,747 384,927 5,435,034 402,933 At 31 December 2023 239,293 5,598,674 5,837,967 Accumulated amortisation and impairment losses At 1 January 2022 Amortisation Foreign exchange translation differences 215,685 - 5,602 4,734,980 213,890 - 4,950,665 213,890 5,602 At 31 December 2022 221,287 4,948,870 5,170,157 At 1 January 2023 Amortisation At 31 December 2023 Carrying amount At 1 January 2022 At 31 December 2022 At 31 December 2023 221,287 - 4,948,870 176,424 5,170,157 176,424 221,287 5,125,294 5,346,581 - - 478,767 264,877 478,767 264,877 18,006 473,380 491,386 Amortisation & Impairment losses Amortisation expense of €176,424 (2022: €213,890) has been charged in product development and delivery expenses in the Consolidated statement of comprehensive income. Page 46 10. Property, plant and equipment Fixtures, fittings and equipment € Land and Buildings* € Total € Cost At 1 January 2022 Additions during the year Modification Disposals Foreign exchange translation differences At 31 December 2022 At 1 January 2023 Additions during the year Foreign exchange translation differences At 31 December 2023 Depreciation At 1 January 2022 Charge for the year Disposal Foreign exchange translation differences 1,507,336 44,518 - (15,794) 22,772 1,558,832 1,558,832 118,444 (10,478) 1,666,798 1,283,667 92,545 (9,827) 16,568 2,002,916 3,510,252 - 44,518 (281,151) (281,151) - 47,189 (15,794) 69,961 1,768,954 3,327,786 1,768,954 3,327,786 646,089 (19,668) 764,533 (30,146) 2,395,375 4,062,173 943,700 367,468 - 19,886 2,227,367 460,013 (9,827) 36,454 At 31 December 2022 1,382,953 1,331,054 2,714,007 At 1 January 2023 Charge for the year Foreign exchange translation differences At 31 December 2023 Net book value At 1 January 2022 At 31 December 2022 At 31 December 2023 1,382,953 63,961 6,828 1,453,742 223,669 175,879 213,056 1,331,054 2,714,007 245,593 (5,250) 309,554 1,578 1,571,397 3,025,139 1,059,216 1,282,885 437,900 613,779 823,978 1,037,034 * Land and Buildings is comprised of Right of Use assets, held under leases. See note 21. 11. Financial assets - Company Investment in Group companies – including share based payments: At start of year Share based payments charge relating to subsidiary entity employees At end of year Page 47 2023 € 2022 € 10,359,343 1,842,422 7,673,750 2,685,593 12,201,765 10,359,343 Share based payments relating to subsidiary entity employees represent capital contributions made to certain subsidiary undertakings to reflect the amounts expensed by these subsidiary undertakings for share based payment expenses. As at 31 December 2023, the company had the following subsidiary undertakings: Name Registered office Nature of business Proportion held by Group Oneview Limited Oneview KSA Limited Oneview Healthcare Inc Oneview Assisted Living Inc Oneview Middle East DMCC Oneview Healthcare PTY Limited Oneview Assisted Living PTY Limited Oneview Healthcare Company Limited Avoca Court, Temple Road Blackrock, Dublin Avoca Court, Temple Road Blackrock, Dublin 444 North Michigan Ave Suite 3310 Chicago IL 60611 USA 444 North Michigan Ave Suite 3310 Chicago IL 60611 USA Unit No: AG-PF-38 AG Tower Plot No: JLT-PH1-I1A Jumeirah Lakes Towers Dubai UAE Level 7 176 Wellington Parade East Melbourne VIC 3002 Level 7 176 Wellington Parade East Melbourne VIC 3002 Empire Tower, 47th Floor 1 South Sathorn Road Bangkok 10120, Thailand 2023 100% 2022 100% Software development, distribution and implementation Dormant 100% 100% Software distribution and implementation 100% 100% Software distribution and implementation 100% 100% Software distribution and implementation 100% 100% Software distribution and implementation 100% 100% Software distribution and implementation 100% 100% Software distribution and implementation 100% 100%  2023 2022 € € 12. Inventories Investment in Group companies – including share based payments: Share based payments charge relating to subsidiary entity employees At start of year At end of year 10,359,343 1,842,422 7,673,750 2,685,593 12,201,765 10,359,343 Share based payments relating to subsidiary entity employees represent capital contributions made to certain subsidiary undertakings to reflect the amounts expensed by these subsidiary undertakings for share based payment expenses. As at 31 December 2023, the company had the following subsidiary undertakings: Finished goods Page 4 8 Group Company 2023 € 2022 € 2,240,906 1,227,691 2,240,906 1,227,691 2023 2022 € - - € - - The carrying value of inventories are not higher than their realisable value. The cost of inventories charged to cost of sales through profit or loss during the year was €1,688,987 (2022: €1,650,610). 13. Trade and other receivables Group Company Amounts falling due within one year: Trade receivables 2,524,369 995,595 2023 € 2022 € 2023 2022 € - € - Prepaid expenses and other current assets 1,723,146 1,638,690 421,031 243,374 Research and development tax credit Amounts due from group companies1 Amount due from Oneview Limited3 VAT recoverable Amounts falling due after more than one year: 1,460,531 628,224 - - - - - - - 79,654 21,685,612 14,935,801 500,399 8,501 500,399 5,831 5,708,046 3,342,163 22,615,543 15,685,405 Research and development tax credit Amounts due from group companies2 461,061 639,639 - - - - 20,354,066 20,545,035 6,169,107 3,981,802 42,969,609 36,230,440 1. Amounts due from group companies are interest free and repayable on demand. 2. The loan to the US subsidiary bears interest at the US risk free rate plus a margin. This loan is repayable in 2025. 3. Enterprise Ireland acquired convertible shares in Oneview Ltd in 2009 and 2011. These shares had a right to an interest coupon and other conversion features. On 19 December 2013, Oneview Healthcare plc, acquired these shares from Enterprise Ireland. On the same date, Oneview Healthcare plc waived all rights to interest and convertible features. These shares are redeemable. This loan is payable on demand and is not incurring any interest. The fair value of trade receivables approximates to the values shown above. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. Company only – Amounts due from Group Companies Cost At 1 January 2022 Advances to subsidiary undertakings and other movements At 31 December 2022 At 1 January 2023 Advances to subsidiary undertakings and other movements At 31 December 2023 Provision for impairment At 1 January 2022 Increase in provision At 31 December 2022 At 1 January 2023 Increase in provision At 31 December 2023 Carrying amount At 1 January 2022 At 31 December 2022 At 31 December 2023 Provision for impairment Page 49 Total € 80,824,596 9,122,166 89,946,762 89,946,762 6,749,811 96,696,573 67,412,107 7,598,854 75,010,961 75,010,961 - 75,010,961 13,412,489 14,935,801 21,685,612 Exposures are segmented by credit risk. An ECL rate is calculated for each risk grade based on the likely ability of the subsidiary undertaking to repay the advance. As there was an indicator of a significant increase in credit risk as a result of negative cash flows and net liabilities in certain subsidiary undertakings in previous years, the Company has provided for impairment losses. The carrying value of the receivables net of impairment reflects management’s estimate of the net present value of future cashflows. The Company assessed the recoverability of the balances due from its subsidiary undertakings at 31 December 2023 and determined that an impairment charge of € Nil (2022: €7,598,854) was appropriate. The Group does not hold collateral as security. The aging analysis of past due trade receivables is set out below: As at December 2023 As at December 2022 Less than 30 days Between 31-60 days Between 61-90 Days More than 90 days Credit Impaired Total € 497,167 930,913 € 1,970,593 € - 50,880 10,692 € 56,609 3,110 € - - € 2,524,369 995,595 The Group’s clients are primarily state controlled public hospitals in their relevant jurisdictions and have strong credit ratings. Accordingly, any expected credit loss is not material. As at 31 December 2023, a significant portion of the trade receivables related to a limited number of clients as follows: Client A 43% (2022: 29%), Client B 19% (2022: 25%) and Client C 11% (2022: 13%). The carrying amounts of the Group’s trade receivables is denominated in the following currencies: US Dollar Australian Dollar AED Euro Thai Baht Page 5 0 2022 € 748,407 222,510 19,512 5,166 - 995,595 2023 € 1,692,658 65,596 4,187 484,353 277,575 2,524,369 14. Trade and other payables (current) Trade payables Payroll related taxes Superannuation Group Company 2023 € 2022 € 2023 € 1,270,907 1,071,692 44,937 2,769,607 151,715 493,977 68,368 44,278 - 2022 € 29,577 6,561 - Other payables and accruals 2,404,490 2,469,283 233,728 265,175 VAT payable Deferred income R&D tax credit – deferred grant income Amounts due to group companies 77,882 74,281 4,849,639 3,234,186 129,318 99,220 - - - - - - - - 832,804 597,934 11,570,211 7,144,655 1,605,446 899,247 Included within payroll related taxes due at 31 December 2023 is €2,552,194 (2022: €2,476,858) relating to the Irish Revenue Commissioner Debt Warehousing scheme for the period May 2020 to December 2021. The Group is in discussions with the Irish Revenue Commissioners about a Phased Payment Arrangement. In accordance with the rules of the scheme, the Group had been accruing interest at a rate of 3% on the debt. On 5 February 2024, the Minister for Finance announced that the interest rate applicable to warehoused debt will be reduced to 0%. The interest accrued to 31 December 2023 totalling €75,336 will be reversed in the year ended 31 December 2024. 15. Trade and other payables (non-current) Other payables and accruals Payroll related taxes 16. Deferred income (non-current) Deferred income Group Company 2023 € 2022 € 247,225 312,779 - 2,476,858 247,225 2,789,637 2023 2022 € - - - € - 393,089 393,089 Group Company 2023 € 2022 € 12,058 20,295 2023 2022 € - € - 17. Lease liabilities Current Non-current Page 51 Group 2023 € 2022 € 152,866 782,456 172,279 370,732 935,322 543,011 Company 2023 2022 € - - - € - - - 18. Share-based payments At 31 December 2023, the Group had the following share based payment arrangements: a. Employee Share Option Scheme In July 2013, the Group established a share option program that entitles certain employees to purchase shares in the Company. Options vest over a service period and are settled in shares. The key terms and conditions related to grants under this programme are as follows: Options granted on or after October 2016 have a vesting period of 25% in after one year and 6.25% per quarter thereafter. The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using the Black-Scholes model. Number of options 2023 Weighted average exercise price 2023 Number of options 2022 Weighted average exercise price 2022 Outstanding at 1 January Forfeited during the year Exercised during the year Granted during the year 1,493,000 (289,500) - - €0.199 €0.646 - - 13,836,000 (368,000) (12,000,000) 25,000 Outstanding at 31 December 1,203,500 €0.091 1,493,000 Exercisable at 31 December 416,372 €0.140 462,121 €0.048 €0.155 €0.026 €0.071 €0.199 €0.145 The options outstanding at 31 December 2023 had an exercise price in the range of €0.001 to €0.17 (2022: €0.001 to €0.73). The weighted averages of the inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plan are as follows: Grant Date Number of options Fair Value at grant date* Share price at grant date Exercise price* Expected volatility* Risk-free interest rate* Expected option life Dividend * weighted average 2023 Range - - - - - - - - - - - - - - - 2022 25,000 €0.011 €0.071 €0.071 33.0% 2.0% Nil Range €0.011 to €0.011 €0.071 to €0.071 €0.071 to €0.071 33.0% 2.0% 3 - 4 years Operating loss for the year ended 31 December 2023 is stated after charging €1,753 in respect of the Employee Share Option Program (2022: €9,614) in respect of non-cash stock compensation expense. Page 52 b. Restricted Stock Share Unit Plan (RSU) On 2 July 2019, the Company adopted a new Restricted Share Unit Plan (“RSU”) to replace the existing Restricted Stock Share Plan (“RSP”). The scheme was subsequently approved by shareholders at the Company’s Annual General Meeting on 1 August 2019. Pursuant to the scheme, the Remuneration and Nominations Committee of the Company’s board of directors may make an award under the plan to certain directors, non-executive directors, consultants, senior executives and employees. The purpose of the Plan is to attract, retain, and motivate directors and employees of Oneview Healthcare plc, its subsidiaries and affiliates, to provide for competitive compensation opportunities, to encourage long term service, to recognize individual contributions and reward achievement of performance goals, and to promote the creation of long term value for shareholders by aligning the interests of such persons with those of shareholders. The RSUs are contracts to issue shares at future vesting periods ranging between 1 year and 3 years, at an award price of €0.001, and are dependent on achievement of performance conditions which are set periodically by the Remuneration and Nominations Committee. All awards to directors and non-executive directors are subject to shareholder approval annually at the Annual General Meeting. Balance at start of year Granted Vested Forfeited Number of instruments 2023 30,573,415 15,038,629 (7,684,865) (3,406,034) 2022 28,523,415 11,897,130 (4,513,391) (5,333,341) Balance at end of year 34,521,145 30,573,813 As at 31 December 2023, 34,521,145 RSU’s were outstanding with a vesting term and performance conditions as follows: Recipients Number of instruments Vesting Term Vesting conditions Non-Executive Directors 3,605,795 1 - 3 Years Continued board appointment Executive Directors/employees 30,915,350 3 Years Recurring revenue targets/ personal milestones/continued employment 34,521,145 Operating loss for the year ended 31 December 2023, is stated after charging €2,366,595 in respect of the Restricted Stock Share Unit plan (2022: €2,987,077) for non-cash stock compensation expense. 19. Share capital and other reserves – Group and Company Page 5 3 Authorised Share Capital Ordinary shares No. of shares Nominal value “B” Ordinary shares No. of shares Nominal value Authorised Ordinary Share Capital Authorised “B” Ordinary Share Capital Authorised Share Capital 2023 2022 1,000,000,000 750,000,000 €0.001 €0.001 420,000 €0.01 420,000 €0.01 € € 1,000,000 750,000 4,200 4,200 1,004,200 754,200 Issued share capital Ordinary shares No of ordinary shares Par value of units Share capital € Share premium € Total € Balance at 1 January 2022 518,477,053 €0.001 518,477 120,071,867 120,590,344 Share issue – 13 Jan 2022 Share issue – 11 Apr 2022 Share issue – 4 May 2022 Share issue – 20 Jun 2022 Share issue – 7 Sept 2022 Share issue – 3 Oct 2022 Share issue – 2 Nov 2022 Exercise of options – 9 Nov 2022 444,444 538,989 1,164,757 96,000 240,796 1,104,107 924,298 12,000,000 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 444 539 1,165 96 241 1,104 924 12,000 - - - - - - - 444 539 1,165 96 241 1,104 924 297,458 309,458 Balance at 31 December 2022 534,990,444 €0.001 534,990 120,369,325 120,904,315 Share issue – 2 Mar 2023 Share issue – 2 Aug 2023 Share issue – 3 Aug 2023 Share issue – 31 Aug 2023 Share issue – 4 Sept 2023 Share issue – 21 Sept 2023 Share issue – 12 Nov 2023 Share issue – 17 Nov 2023 Share issue – 27 Nov 2023 552,466 111,111,111 457,500 15,612,474 3,154,377 1,316,667 106,666 2,097,189 2,083,333 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 €0.001 552 - 552 111,111 12,057,300 12,168,411 458 - 458 15,613 1,655,759 1,671,372 3,154 1,317 107 2,097 2,083 - - - - - 3,154 1,317 107 2,097 2,083 Balance at 31 December 2022 671,482,227 € 0.001 671,482 134,082,384 134,753,866 7,684,865 ordinary shares were issued during the year, in respect of 7,684,865 restricted share unit awards which vested during the year and were issued at a price of €0.001 per share. On 25 July 2023, the Company announced to the ASX that it had successfully conducted a placement (“Placement”) to raise A$20 million (equivalent to approximately €12.2 million), before costs, through the issue of 111,111,111 CHESS depository interests (“CDIs”) over new fully paid ordinary shares, to new and existing institutional investors at a price per share of A$0.18. On 25 July 2023, the Company also announced its intention to raise up to A$2 million by way of a conditional security purchase plan (“SPP”). On 28 August 2023, the Company announced that it had received valid applications for A$5.6 million worth of New CDIs under the SPP and that the Plan was oversubscribed by A$3.6 million. The Board of Directors exercised its discretion under the terms of the SPP and scaled back applications by 50%. A$2.8 million worth of New CDIs under the SPP (15,612,474 CDIs) were issued at an issue price of A$0.18 per share. Page 5 4 The total funds raised from the Placement and the SPP are to be used primarily to execute on fresh growth opportunities; develop Oneview’s BYOD product; expand global sales and marketing to new target new markets for Cloud and BYOD; and provide general working capital, including payment of offer costs. The Company incurred costs of €548,527 associated with the raising of equity share capital funds during the prior year, and which have been recorded against retained earnings. The Company entered into an investor awareness agreement with StocksDigital. The StocksDigital Agreement is for a period of 18 months commencing 20 November 2023, for which the Company allotted 2,083,333 CHESS depositary interests (CDIs) over fully paid shares in the Company to StocksDigital in lieu of the payment of A$375,000 (€228,000) for agreed services to be provided by StocksDigital. 4,513,391 ordinary shares were issued during the prior year, in respect of 4,513,391 restricted share unit awards which vested during the year and were issued at a price of €0.001 per share. 12,000,000 ordinary shares were issued during the prior year, in respect of 12,000,000 outstanding share options which were exercised during the year, at a strike price of €0.03 per share. Ordinary shares The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. On winding up the holders of ordinary shares shall be entitled to receive the nominal value in respect of each ordinary share held together with any residual value of the entity. The holders of B ordinary shares are not entitled to receive dividends as declared and are not entitled to vote at meetings of the Company; however, they are entitled to attend all meetings. On winding up the holders of B ordinary shares shall be entitled to receive the nominal value in respect of each B ordinary share held. Treasury reserve The reserve for the Company’s shares comprises the cost of the Company’s shares held by Oneview Healthcare plc. At 31 December 2023, the Group held 2,585,560 of the Company’s shares. Undenominated capital Ordinary shares repurchased by the company are cancelled or held as treasury shares and the nominal value of the shares is transferred to an undenominated capital reserve fund within equity. Translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Reorganisation reserve During 2012, OHP was incorporated for the purpose of implementing a holding company structure. This resulted in a group re-organisation with OHP becoming the new parent company of Oneview Limited (“OL”) by way of share for share swap with the existing shareholders of OL. This has been accounted for as a continuation of the original OL business via the new OHP entity resulting in the creation of a reorganisation reserve in the consolidated financial statements in the amount of €1,347,642 (increased by €4,200, to €1,351,842 in 2013 due to the issue of B shares). No reorganisation reserve was created at OHP company level as the fair value of the net assets of OHP was equal to the carrying value of its net assets on the date of the reorganisation. 20. Capital and other commitments – Group and Company There are no capital commitments at the current or prior year end. Page 5 5 21. Leases Leases as lessee (IFRS 16) The Group leases offices. The leases typically run for a period of 2-7 years, with an option to renew certain leases after that date. The Group also leases offices on a short term basis for a period of no longer than 12 months. These leases are short term and, as permitted by IFRS 16, the group has elected not to recognise right-of-use assets and lease liabilities for these leases. Information about leases for which the Group is a lessee is presented below. (i) Right-of-use assets Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment. At start of year Additions to right-of-use assets Modification of right-of-use assets Depreciation of right-of-use assets Foreign currency translation differences At end of year Additions to right-of-use assets in the prior year are comprised of leases to 3 office premises. (ii) Amounts recognised in profit or loss: Leases under IFRS 16 Interest on lease liabilities Expenses relating to short term leases Land and Buildings 2023 € 2022 € 437,900 1,059,216 646,089 - - (281,151) (245,593) (367,468) (14,418) 27,303 823,978 437,900 2023 € 90,012 39,395 2022 € 73,091 100,831 (iii) Amounts recognised in Consolidated Statement of Cashflows Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment. Leases under IFRS 16 Lease interest payments Lease liability payments Total cash outflows for leases 2023 2022 € 90,012 253,778 € 73,091 317,925 343,790 391,016 22. Reconciliation of net cash used in operating activities Consolidated Page 56 2023 € 2022 € Loss for the year after income tax (8,934,571) (10,869,459) Non-cash items Depreciation Loss on disposal of property, plant and equipment Amortisation of software and development costs Gain on modification of lease liabilities Research and development credit, net Taxation Net finance costs Share based payment expense Foreign exchange loss Changes in assets and liabilities Increase in inventories Increase in trade and other receivables (Increase)/decrease in contract assets Increase/(decrease) in deferred income Increase/(decrease) in trade and other payables 309,554 - 176,424 - (623,631) 49,735 197,537 2,368,348 314,247 (1,013,215) (1,533,576) (190,871) 1,607,216 181,389 460,013 5,967 213,890 (62,610) (673,798) (55,221) 104,362 2,996,691 57,527 (541,612) (808,434) 69,431 (79,208) (227,172) Cash used in operating activities (7,091,414) (9,409,633) Finance charges paid Interest received Research and development tax credit received Income tax paid (127,455) (104,932) 5,254 - (50,173) 570 621,561 (17,647) Net cash used in operating activities (7,263,788) (8,910,081) Reconciliation of movement of liabilities to cash flows arising from financing activities At 1 January 2022 Modification of lease liabilities Repayment of lease liabilities At 1 January 2023 Additions to lease liabilities Repayment of lease liabilities At 31 December 2023 Lease liabilities 1,204,697 (343,761) (317,925) 543,011 646,089 Total € 1,204,697 (343,761) (317,925) 543,011 646,089 (253,778) (253,778) 935,322 935,322 Company Loss for the year after income tax Non-cash items Net finance income Share based payment expense Impairment charges Foreign exchange loss/(gain) Changes in assets and liabilities Increase in trade and other receivables (Increase)/decrease in loan to group company Increase/(decrease) in trade and other payables Cash used in operating activities Finance charges paid Interest received Net cash used in operating activities Page 57 2023 € 2022 € (1,886,767) (6,360,913) (1,314,014) 525,926 - (656,985) 455,666 7,598,854 1,654,957 (2,312,402) (6,930,138) (9,010,676) (870,950) 301,154 895,004 (146,768) (8,519,832) (9,538,220) (7,687) 795,578 (10,446) 509,571 (7,731,941) (9.039,095) 23. Financial instruments Page 5 8 In terms of financial risks, the Group has exposure to credit risk, liquidity risk and foreign currency risk. This note presents information about the Group’s exposure to each of the above risks together with the Group’s objectives, policies and processes for measuring and managing those risks. The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to the limits. Risk management systems and policies are reviewed regularly as the Group expands its activities and resource base to take account of changing conditions. Credit risk The Group’s and Company’s exposure to significant credit risk relates to cash on deposit and trade receivables (note 13). The Group and Company maintained its cash balances with its principal financial institution throughout the periods covered by this financial information. The Group held cash and cash equivalents of €11.5 million at 31 December 2023 (2022: €6.4 million). The Company held cash and cash equivalents of €7.2 million at 31 December 2023 (2022: €1.8 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are AA- based on Moody’s rating agency ratings. Expected credit loss assessment The Group and Company allocate each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about clients) and applying experienced credit judgment. Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default and are aligned to external credit rating definitions from credit rating agencies. Exposures within each credit risk grade are segmented by geographic region and industry classification and an ECL rate is calculated for each segment based on delinquency status and actual credit loss experience over the past seven years. The Group’s clients are primarily state controlled public hospitals in their relevant jurisdictions and have strong credit ratings. Accordingly, any expected credit loss is not material. Liquidity risk The principal operating cash requirements of the Group include payment of salaries, suppliers, office rents and travel expenditures. The Group primarily finances its operations and growth through the issuance of ordinary shares and receipts from clients. The Group’s primary objectives in managing its liquid and capital resources are as follows: • • • to maintain adequate resources to fund its continued operations; to ensure availability of sufficient resources to sustain future development and growth of the business; to maintain sufficient resources to mitigate risks and unforeseen events which may arise. The Group manages risks associated with liquid and capital resources through ongoing monitoring of actual and forecast cash balances and by reviewing the existing and future cash requirements of the business. The following table sets out details of the maturity of the Group’s financial liabilities into the relevant maturity groupings based on the remaining period from the financial year end date to contractual maturity date: Group Year ended 31 December 2023 Trade and other payables (3,922,622) (3,922,622) (3,812,724) (38,996) (70,902) € € € € € € - € - Carrying amount Contractual cashflows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years (935,322) (1,357,034) (117,881) (122,958) (252,950) (424,287) (438,958) Lease liabilities Payroll related taxes Year ended 31 December 2022 (2,769,607) (2,769,607) (2,769,607) Carrying amount Contractual cashflows 6 months or less 6-12 months € € € - € - € - 1-2 years 2-5 years € - - More than 5 years € - - - Trade and other payables (3,853,754) (3,853,754) (3,459,692) (394,062) Lease liabilities Payroll related taxes (543,011) (668,391) (209,199) (98,951) (136,847) (223,394) (2,628,573) (2,628,573) (151,715) - (2,476,858) - Page 59 Company Year ended 31 December 2023 Carrying amount Contractual cashflows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years Trade and other payables (278,665) (278,665) (278,665) € € € € - Payroll related taxes (493,977) (493,977) - (493,977) € - - € - - Year ended 31 December 2022 Carrying amount Contractual cashflows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years Trade and other payables Payroll related taxes (294,752) (393,089) (294,752) (294,752) (393,089) - € € € € - - € - (393,089) € - - € - - € - - Currency risk Group Exposure to currency risk The table below shows the Group’s currency exposure. The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily euro, US dollars and Australian dollars. The following table sets out the Group’s transaction risk in relation to financial assets and liabilities at 31 December 2023: Cash and cash equivalents Trade receivables Trade and other payables U.S. Dollar 2023 € Australian Dollar 2023 € 2,134,078 1,654,911 1,692,657 65,596 AED 2023 € 52,010 4,187 (220,731) (531,446) (545,129) Thai Baht 2023 € 219,686 277,575 (20,635) GBP 2023 € 18,176 - (9,396) Total transaction risk 3,606,004 1,189,061 (488,932) 476,626 8,780 Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign exchange loss reported during the year ending 31 December 2023 amounted to €314,247 (2022: loss of €57,527). The following table sets out the Group’s transaction risk in relation to financial assets and liabilities at 31 December 2022: Cash and cash equivalents Trade receivables Trade and other payables U.S. Dollar 2022 € Australian Dollar 2022 € 3,249,913 1,329,054 748,407 222,510 AED 2022 € 125,774 19,512 Thai Baht 2022 € GBP 2022 € 195,920 38,027 - - (1,244,769) (577,199) (470,130) (41,361) (23,126) Total transaction risk 2,753,551 974,365 (324,844) 154,559 14,901 Company The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2023: Page 6 0 Cash and cash equivalents Loan to Group Company Trade and other payables Total transaction risk U.S. Australian Dollar Dollar 2023 2023 € 74,129 20,354,066 6,180 20,434,375 € 208,755 - 22,780 231,535 Pound Sterling 2023 € 1,644 - - 1,644 The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2022: U.S. Australian Dollar Dollar 2021 2021 Cash and cash equivalents Loan to Group Company Trade and other payables Total transaction risk € 1,467,716 20,545,035 - 22,012,751 The following significant exchange rates applied during the year: Pound Sterling 2021 € € 114,224 1,294 - 29,752 143,976 - - 1,294 euro 1: US$ euro 1: A $ euro 1: THB euro 1: AED Average Rate Closing Rate 2023 1.0797 1.6300 37.6231 3.9648 2022 1.0558 1.5146 36.866 3.803 2023 1.10500 1.62630 37.97300 4.05283 2022 1.0666 1.5693 36.835 3.919 Foreign currency sensitivity analysis A 10% weakening of the euro against the above currencies at year end would increase the Group’s reported loss for the year and decrease the Group’s reported equity by approximately €213,000 (2022: €35,000). A 10% appreciation of the euro against the above currencies at year end would decrease the Group’s reported loss for the year and increase the Group’s reported equity by approximately €175,000 (2022: €36,000). Page 61 Fair values of financial assets and liabilities Group The fair values of financial assets and liabilities by class and category, together with their carrying amounts shown in the statement of financial position, are as follows: Financial assets – amortised cost Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Payroll related taxes 31 December 2023 31 December 2022 Carrying amount Fair value Carrying amount Fair value € € € € 11,548,825 2,524,369 14,073,194 (3,922,622) (2,769,607) 11,548,825 2,524,369 14,073,194 (3,922,622) (2,769,607) 6,409,936 995,595 7,405,531 6,409,936 995,595 7,405,531 (3,853,754) (3,853,754) (2,628,573) (2,628,573) For cash and cash equivalents, the nominal amount is deemed to reflect fair value. For receivables and payables, the carrying value is deemed to reflect fair value, where appropriate. Company Financial assets – amortised cost Cash and cash equivalents Loan to Group Company Financial liabilities Trade and other payables Payroll related taxes 31 December 2023 31 December 2022 Carrying amount Fair value Carrying amount Fair value € € € € 7,255,619 20,434,375 27,689,994 7,255,619 20,434,375 27,689,994 1,751,263 1,751,263 20,545,035 20,545,035 22,296,298 22,296,298 31 December 2023 31 December 2022 Carrying amount Fair value Carrying amount Fair value € € € € (278,665) (493,977) (772,642) (278,665) (493,977) (772,642) (294,752) (294,752) (399,650) (694,402) (399,650) (694,402) For cash, cash equivalents and payables, the carrying value is deemed to reflect fair value, where appropriate. For amounts due from/due to subsidiaries, the carrying value is deemed to be fair value as the amounts are repayable on demand. For amounts due from Oneview Limited the carrying value is deemed to be fair value as the loans are repayable on demand at year end, or shortly thereafter. The loan to Group company has a maturity date of April 2025, however, as the loan was issued in December 2016 and rolled over in 2018 and 2021, the fair value has been deemed to be the same as the carrying amount. 24. Related party transactions The Company considers directors, the CFO, the CCO and group undertakings as set out in note 11 as being related parties. Transactions with directors are disclosed in the table below. The current directors are as set out on page 1. The directors held the following interests at: Name Name of Company Interest at 31 December 2023* Interest at 31 December 2022* Page 62 Number of instruments Number of instruments Joseph Rooney Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units Nashina Asaria Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units Mark Cullen Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units James Fitter Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units Barbara Nelson Oneview Healthcare PLC Helena D’Arcy Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units Ordinary shares €0.001 Restricted Stock Units John Paul Howe Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units Niall O’Neill Oneview Healthcare PLC Ordinary shares €0.001 Restricted Stock Units + beneficiary of a trust which holds these securities * or date of appointment/resignation 3,849,126 470,833 249,248 874,999 11,837,286+ 1,182,065 14,933,090 18,000,000 - 1,077,898 771,271 800,000 782,860 800,000 977,620 1,133,333 3,597,340 535,714 67,105 1,023,809 - - 14,185,471 11,413,480 - - 539,056 1,294,075 619,056 1,294,075 761,111 1,794,075 The interests of directors include the interests held by the parents or children of directors in accordance with the requirements of the Australian Corporations Act (“ASX”). The table below reconciles those interests back to the Irish Companies Act requirement disclosure: James Fitter 31 December 2023 31 December 2022 ASX Irish ASX Irish 32,933,090 32,973,541 25,598,951 25,639,402 In accordance with the Articles of Association at least one third of the directors are required to retire annually by rotation. Michael Kaminski and Dr. Lyle Berkowitz resigned during the year and did not go forward for re-election at the Company’s Annual General Meeting on 27th October 2023. No other members of management, other than those mentioned above, are considered key. Unless otherwise stated all transactions between related parties are carried out on an arm’s length basis. The Company has availed of the exemption available in IAS 24 Related Party Disclosures from the requirement to disclose details of transactions with related party undertakings where those parties are 100 per cent members of the Group. Page 6 3 25. Auditor’s remuneration Audit fees Tax fees Other non – audit assurance services Year ended 31 December 2023 Year ended 31 December 2022 Group Auditor Affiliated Firms Total Group Auditor Affiliated Firms Total € € € € € € 115,000 8,373 123,373 115,500 8,544 124,044 10,000 2,000 49,071 59,071 - 2,000 10,000 2,000 42,907 - 52,907 2,000 127,000 57,444 184,444 127,500 51,451 178,951 Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2022: €10,000). 26. Subsequent events There were no subsequent events after the reporting date that would require disclosure or adjustment to the financial statements. 27. Approval of financial statements The financial statements were approved by the Board on 27 March 2024. Page 6 4 Additional ASX Information Shareholder Information As of 19 March 2024, the issued share capital of Oneview Healthcare PLC consists of 674,212,561 ordinary shares of €0.001 each held by 3,377 security holders. These shares are held by CHESS Depositary Nominees Pty Ltd (CDN), quoted on the ASX in the form of CHESS Depositary Interests (CDIs) and held by 3,377 CDI holders. The top 20 security holders held 517,840,700 CDIs comprising 76.8% of the issued capital. The Company’s ASX issuer code is ONE. At a general meeting of the Company, every holder of CDIs is entitled to vote in person or by proxy or attorney, or in the case of a body corporate, its duly authorised representative, and on a poll every person present in person or by proxy or attorney or duly authorise representative has one vote for each CDI held by that person, except that in the case of partly paid CDIs the voting rights a CDI holder are pro rata to the proportion of the total issued price paid up (not credited) on the CDIs. Distribution of CDI holdings Range 1 - 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and above Total No of holders No of CDI’s % of issued capital 174 1,314 545 1,109 235 3,377 56,237 3,572,761 4,217,734 35,834,028 630,531,801 674,212,561 0.01 0.53 0.63 5.31 93.52 100.00 There were 500 shareholders, with a total of 497,253 shares, holding less than a marketable parcel under the ASX listing rules. The ASX listing rules define a marketable parcel of shares as “a parcel of not less than A$500”. Twenty largest holders of CDI securities Rank Holder No of CDI’s % of issued capital Page 6 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited Bell Potter Nominees Ltd Citicorp Nominees Pty Limited UBS Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited - GSI EDA HSBC Custody Nominees (Australia) Limited - A/C 2 James Fitter BNP Paribas Noms Pty Ltd Manderrah Pty Limited Longbridge Nominees Pty Limited HSBC Custody Nominees (Australia) Limited BNP Paribas Noms Pty Ltd S3 Consortium Holdings Pty Ltd Barana Capital Pty Limited AJA Investments Pty Ltd Mark McCloskey Berne No 132 Nominiees Pty Ltd Top 4 Pty Ltd J P Morgan Nominees Australia Pty Limited Walling Pty Ltd Top 20 holders of CDIs Total remaining holders Total CDIs on issue 199,835,075 69,301,674 61,689,941 30,547,204 27,189,768 16,824,365 14,933,090 14,856,524 12,083,333 11,111,111 9,106,033 7,498,502 6,748,333 6,198,371 5,555,556 5,479,868 5,161,111 4,800,000 4,681,543 4,239,298 517,840,700 156,371,861 674,212,561 29.6 10.3 9.1 4.5 4.0 2.5 2.2 2.2 1.8 1.6 1.4 1.1 1.0 0.9 0.8 0.8 0.8 0.7 0.7 0.6 76.8 23.2 100.0% Excludes disclosure of the interests held by parents and children of directors in accordance with the requirements of the Australian Corporations Act. Refer to Note 23 of the Financial Statements Substantial shareholders As of 19 March 2023, there were 2 shareholders who held a substantial shareholding within the meaning of the Corporations Act. A person has a substantial holding if the total votes they or their associates have relevant interests in is 5% or more of the total number of votes. James William Vicars FIL Investment Management (Hong Kong) Limited/FIL Investments International 221,634,659 51,936,033 32.9% 7.7% Range No of CDI’s % of issued capital Page 66 On-market buyback The Company is not currently conducting an on-market buyback. Securities purchase on-market No securities were purchased on-market in the period from 1 January 2024 under or for the purpose of an employee incentive scheme or to satisfy the entitlements of holders of options or other rights to acquire securities granted under an employee incentive scheme. Shareholder information The name of the Company Secretary is Helena D’Arcy. The address of the registered office is in Ireland at 2nd Floor, Avoca Court, Temple Road, Blackrock, Co Dublin, Ireland. Our principal business address in Australia is Level 7, 176 Wellington Parade, East Melbourne, VIC 3002,Australia. The Company is listed on the Australian Securities Exchange. Registers of securities are held by Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney, NSW 2000, Australia. Their local call number is 1300 850 505 with international call number being +61 3 9415 4000. Page 67 Appendix 1 Risks (unaudited) A. Specific risks Oneview operates in a competitive industry Oneview’s operating performance is influenced by a number of competitive factors including the success and awareness of its brand, its sophisticated technology and its commitment to ongoing product innovation. The industry in which Oneview operates, within Australia, the U.S., the U.A.E, Thailand and globally, is subject to increasing domestic and global competition and any change in the foregoing competitive factors, or others, may impact Oneview’s ability to execute its growth strategy. As such, there is a risk that: • Oneview may fail to anticipate and adapt to technology changes or client expectations at the same rate as its competitors; • existing competitors could increase their competitive position through aggressive marketing, product innovation or price discounting; • existing or new competitors could offer software with less functionality but at a more competitive price, which may affect Oneview’s ability to sustain or increase prices; • clients who currently utilise Patient Engagement Solutions systems offered by existing competitors (including local operators in specific markets or those with a greater market share in certain markets), which have often been in place for a considerable period of time or have onerous termination clauses, may determine that it is prohibitively costly and/or time consuming to adopt the Oneview Solution; • new competitors, including large global Electronic Health Records “EHR” corporations or large software vendors operating in adjacent industries, enter the market. These corporations may have well recognised brands, longer operating histories or pre-existing contract relationships, or greater financial and other resources to apply to R&D and sales marketing, which enable them to expand in the Patient Engagement Solutions industry more aggressively than Oneview and/or better withstand any downturns in the market. Failure to protect intellectual property Oneview relies on its intellectual property rights and there is a risk that Oneview may fail to protect its rights for a number of reasons. Oneview has historically used a mixture of legal (e.g. confidentiality agreements and code of conduct agreements) and technical (e.g. data encryption) methods to protect its intellectual property. As Oneview grows and spreads out geographically, there is a risk that these actions may not be adequate and may not prevent the misappropriation of its intellectual property or deter independent development of similar products by others. If Oneview fails to protect its intellectual property rights adequately, competitors may gain access to its technology which would in turn harm its business, financial performance and operations. Risk that the Oneview Solution is disrupted, fails or ceases to function efficiently Oneview depends on the performance and reliability of its technology platform. There is a risk that the Oneview Solution contains defects or errors, which become evident when the software is implemented for new clients or new versions or enhancements are rolled out to existing clients, which could harm Oneview’s reputation and its ability to generate new business. Further, Oneview typically warrants its software for the life of the client contract so defects in existing or future developed products and services may lead to warranty claims by clients which could have a material adverse effect on Oneview’s financial performance. Failure to retain existing clients and attract new business Oneview’s business is dependent on its ability to retain its existing clients and attract new clients. There is a risk that existing Oneview clients terminate their contracts without cause on short notice and without financial penalty or do not renew their contracts when the initial contract term comes to an end (generally 3 to 5 years after commencement). There is also a risk of delay or cancellation of projects that Oneview successfully tendered for and/or termination of client contracts that Oneview has entered into but not yet commenced implementing. If this was to occur in relation to a number of client relationships, it would have a negative impact on Oneview’s successful implementation of its business strategy, having an adverse impact on its business, financial performance and operations. Reliance on attracting and retaining skilled personnel Oneview is reliant on the talent, effort, expertise, industry experience and contacts, and leadership of its Management. Whilst Oneview has entered into employment contracts with all Management personnel, their retention cannot be guaranteed, and the loss of any senior members of management and the inability to recruit suitable replacements represents a material risk to Oneview, which may have a material impact on its business, financial performance and operations. There is also a risk that, as Oneview grows, it cannot attract and retain personnel with the necessary industry experience, expertise and ability to execute its strategy, such that its future growth may be restricted and the quality of its services and revenues reduced, with a corresponding adverse impact on its business, financial performance and operations. Failure to successfully implement its business strategy There is a risk that Oneview’s business strategy or any of its growth initiatives will not be successfully implemented, deliver the expected returns or ultimately be profitable. If Oneview is unable to successfully implement the Oneview Solution for new clients, or if implementation is unexpectedly delayed or implementation costs overrun, Oneview may not generate the financial returns it intends. There is also a risk that Oneview is unable to scale fast enough to secure and implement all the opportunities that may present themselves in the future. Growth into new markets may be inhibited by unforeseen issues particular to a territory or sector, including the need to invest significant resources and management attention to the expansion, and the possibility that the desired level of return on its business will not be achieved. Public healthcare funding and other regulatory changes Oneview’s business plan and strategy has been formulated based on prevailing healthcare policy in its current target markets (i.e. the U.S, Australia and the U.A.E). It is possible that governments in Oneview’s target markets implement healthcare policy changes that have an effect on Oneview’s business and, whilst such changes can create opportunities for Oneview, there is also potential for these changes to favour competitor offerings or to require Oneview to re-engineer its products. There is also a risk that government policy changes result in a reduction in healthcare funding, including specific funding for Healthcare Information Technologies “HCIT” initiatives. If funding is reduced or discontinued, this could influence the extent to which clients purchase the Oneview Solution, which would have an unfavourable impact on Oneview’s future financial performance. Issues associated with implementation, installation and hardware procurement services Clients have frequently required Oneview to contract with third party suppliers to source and install the appropriate hardware to operate the Oneview Solution. There is a risk that Oneview is required to fund the hardware procurement costs where is unable to negotiate preferential payment terms with its clients or alternatively it Page 6 8 encourage its clients to enter into direct contracts with third party hardware providers. A requirement to fund hardware procurement costs has an initial negative cash- flow impact and any interruptions in the timing for hardware installation can result in further delayed realisation of cash flows. Oneview’s reliance on third parties to deliver and support its products also exposes it to risks where those third party suppliers do not satisfy their obligations in accordance with their contract with Oneview. For example, where the product delivered and installed by a third party hardware provider does not match contracted requirements or there are supply chain disruptions, this can lead to disruptions in the implementation process, operational or business delays, damage to Oneview’s reputation, claims against Oneview by its clients and potential client disputes and/ or the eventual termination of client contracts. Oneview’s third party technology supplier contracts may also not entitle the Company to recover all of the losses it may suffer. Reliance on its core product and failure to develop new products Oneview derives all of its revenue from the sale and associated installation of the Oneview Solution and relies on its ability to develop new products, features and enhancements to the Oneview Solution. There is a risk that upgrading the Oneview Solution or introducing new products may result in unforeseen costs, may fail to achieve anticipated revenue or may not achieve the intended outcomes. A failure by Oneview to develop successful new products, features and enhancements to the Oneview Solution would have an adverse impact on its ability to develop client relationships and maintain current relationships. Loss or theft of data and failure of data security systems There is a risk that the Oneview Solution is the subject of a cyber-attack which could compromise or even breach the technology rendering the Oneview Solution unavailable for a period until the software is restored and/ or resulting in the loss, theft or corruption of sensitive data (including patient data). The effect of such a cyber- attack could extend to compensation claims by patients and reputational damage. Such circumstances could negatively impact upon Oneview’s business, financial performance and operations. Market adoption of Patient Engagement Solutions If the Company’s Patient Engagement Solutions platform is not widely accepted for use by healthcare providers, including as a result of the Company’s failure to prove return on investment, or if the market for Patient Engagement Solutions in the healthcare industry fails to grow at the expected rate, demand for the Oneview Solution could be negatively impacted and the Company’s ability to sustain and grow its business may be adversely affected. Page 69 Exchange rate risk for international operations Oneview’s financial reports are prepared in Euro. However, revenue, expenditure and cashflows, and assets and liabilities from Oneview’s Australian, U.S., Thailand and U.A.E operations are denominated in Australian Dollars, U.S. Dollars, Thai Baht and U.A.E. Dirham, respectively. Oneview is therefore exposed to the risk of fluctuations in the Euro against those currencies, and adverse fluctuations in exchange rates may negatively impact the translation of account balances and profitability from these offshore operations. B. General risks Economic and government risks The future viability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the technology industry, including, but not limited to, the following: • general economic conditions in jurisdictions in which the Company operates; • changes in government policies, taxation and other • laws in jurisdictions in which the Company operates; the strength of the equity and share markets in Australia and throughout the world, and in particular investor sentiment towards the technology sector; • movement in, or outlook on, interest rates and inflation rates in jurisdictions in which the Company operates; and • natural disasters, social upheaval or war in jurisdictions in which the Company operates. Ability to access debt and equity markets on attractive terms If in the future, Oneview is required to raise capital through public or private financing or other arrangements, such financing may not be available on acceptable terms, or at all, and a failure to raise capital when needed could harm Oneview’s business. If Oneview cannot raise funds on acceptable terms, it may not be able to grow its business or respond to competitive pressures. United States Chicago +1 312 763 6800 Ireland Dublin +353 1 524 1677 Australia Melbourne +61 3 9114 2210 Thailand Bangkok +353 1 524 1677 Middle East Dubai +971 58 568 7680 oneviewhealthcare.com 

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