APPENDIX 4E
– FINANCIAL REPORT FOR THE PERIOD ENDED 30 JUNE 2024
Company Information
Bailador Technology Investments Limited (ASX:BTI)
ABN : 38 601 048 275
Reporting Period : 30 June 2024
Comparatives : 30 June 2023
Results for Announcement to the Market
Key Information
Increase/Decrease
Change %
To $’000
Gains on financial assets
Increase
176%
36,194
Profit after tax from ordinary activities
attributable to members
Increase
282%
20,674
Net profit attributable to members
Increase
282%
20,674
Dividends Paid and Proposed
A fully franked full year dividend of 3.4c per share has been declared by the Board on Wednesday 14 August 2024
to be paid on 5 September 2024 to shareholders on record as 20 August 2024.
The Company’s DRP plan will apply to the final dividend announced on 14 August 2024.
Further details on the dividend are available in the Directors’ Report in the Annual Report.
Statement of Profit or Loss and Other Comprehensive Income with Notes to the Statement
Refer to pages 42 to 61 of the 30 June 2024 annual report and accompanying notes for Bailador Technology
Investments Limited.
Statement of Financial Position with Notes to the Statement
Refer to pages 43 to 61 of the 30 June 2024 annual report and accompanying notes for Bailador Technology
Investments Limited.
Statement of Movements in Equity with Notes to the Statement
Refer to pages 44 to 61 of the 30 June 2024 annual report and accompanying notes for Bailador Technology
Investments Limited.
Statement of Cash Flows with Notes to the Statement
Refer to pages 45 to 61 of the 30 June 2024 annual report and accompanying notes for Bailador Technology
Investments Limited.
APPENDIX 4E
– FINANCIAL REPORT FOR THE PERIOD ENDED 30 JUNE 2024 - CONTINUED
Statement of Retained Earnings Showing Movements
2024
$000
Balance as at 1 July 2023
71,034
Net profit attributable to members of the parent entity
20,674
Dividends paid to members
(9,736)
Balance as at 30 June 2024
81,972
Net Tangible Assets per Share
As at
30 June 2024
$/Share
As at
30 June 2023
$/Share
Net tangible assets per share (pre tax)
1.723
1.587
Net tangible assets per share (post tax)
1.590
1.519
Control Gained or Lost over Entities in the Period
None
Investment in Associates and Joint Ventures
The Company does not have any investments in associates and joint ventures.
Commentary on the Results for the Period
Refer to the commentary on the results for the period contained in the “Review of Operations” included within the
operating and financial review section of the annual report.
Status of Audit
The 30 June 2024 financial report and accompanying notes for Bailador Technology Investments Limited have
been audited and are not subject to any disputes or qualifications. Refer to pages 64 to 69 of the 30 June 2024
annual report for a copy of the auditor’s report.
ANNUAL REPORT 2024
2024
BAILADOR TECHNOLOGY
INVESTMENTS LIMITED
(ASX:BTI)
Annual Report
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Bailador has an established track record of
successfully making and realising investments in
the fast growth information technology sector.
ANNUAL REPORT 2024
05
Corporate Summary
06
Board of Directors
08
Letter from the Founders
11
Operating and Financial Review
24
Sustainability Snapshot
30
Corporate Governance Statement
35
Directors’ Report
40
Auditor’s Independence Declaration
42
Statement of Profit or Loss and Other Comprehensive Income
43
Statement of Financial Position
44
Statement of Changes in Equity
45
Statement of Cash Flows
46
Notes to the Financial Statements
62
Consolidated Entites Disclosure Statement
63
Directors’ Declaration
64
Independent Auditor’s Report
70
Shareholder Information
72
Corporate Information
Table of Contents
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Bailador provides
investors with
exposure
to quality
expansion-
stage technology
companies
at attractive
valuations.
ANNUAL REPORT 2024
Financial KPIs
30-Jun-24
30-Jun-23
Share price
1.180
1.165
Earnings per share (cents)
14.18
3.77
Dividends paid per ordinary share (cents)
6.7
10.91
Total assets
267,458
237,030
NAV $ per share (pre-tax)
1.723
1.587
NAV $ per share (post-tax)
1.590
1.519
Company
Bailador Technology Investments Limited (ACN 601 048 275) is a listed investment
company and its shares are quoted on the Australian Securities Exchange (ASX:BTI).
Objective
Bailador invests in information technology focused businesses in Australia and New
Zealand that require growth capital. In particular, Bailador focuses on software,
internet, mobile, data, and online market-places with proven revenue generation and
management capability, demonstrated business models and expansion opportunities.
Risk
The Company invests in expansion stage information technology businesses. The
value of the shares and the income it derives may fall or rise depending on a range of
factors. Refer to Note 18 of the Financial Report for further information.
Capital Structure
The Company’s capital structure comprises 146,584,650 ordinary shares which trade
on the Australian Securities Exchange (ASX:BTI).
1 Includes special dividend
1
2
3
4
5
Corporate Summary
Investment Manager
The Company has outsourced its investment management function
to Bailador Investment Management Pty Ltd (ACN 143 060 511)
(AFSL 400811). The Manager is a Sydney-based privately owned
investment manager which commenced trading in 2010.
Management Agreement
The Company has an agreement with Bailador Investment
Management Pty Ltd for the provision of management services, the
details of which are contained in Note 5 of the Financial Report.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Paul Wilson
Executive Director
• Paul (appointed 2014) has had extensive private equity
investment experience as a previous Executive Director of
CHAMP Private Equity in Sydney and New York, and with
MetLife in London. Paul was also previously Executive
Director at Illyria Pty Ltd, a media-focused investment
group, and Director of Vita Group (ASX:VTG). He is currently
Director of Rajasthan Royals (IPL cricket), and Director and
Co-Founder of VRTUS fitness studios.
• Paul is a Director of Bailador investee companies
SiteMinder (ASX:SDR), Updoc and Hapana.
• Paul holds a Bachelor of Business from QUT, is a Fellow of
the Financial Services Institute of Australasia, a Member
of the Institute of Chartered Accountants Australia and
New Zealand, and a Member of the Australian Institute of
Company Directors (MAICD).
• Paul holds 4,939,661 ordinary shares in BTI and has an
indirect interest in a further 483,727 ordinary shares.
• Paul is a Director and shareholder of Bailador Investment
Management Pty Ltd which holds a contract with Bailador
Technology Investments Limited to act as Manager.
Further details pertaining to this agreement can be found
in Note 5 of the Financial Report.
David Kirk
Chairman and Executive Director
• David (appointed 2014) has been Chief Executive of
two ASX-listed companies, including diversified media
company Fairfax Media Limited, where he led a number
of successful internet sector investments. David is
currently Chairman of ASX-listed company KMD Brands
(ASX:KMD), which is the holding company for outdoor
brands Kathmandu, Rip Curl and Oboz, and is Chairman
of Forsyth Barr Limited, a privately owned investment
firm. He is also Chairman of not-for-profit organisations
KiwiHarvest, New Zealand Food Network and the New
Zealand Rugby Players Association. He recently retired as
Chair of Sydney Festival.
• David is Chair of Bailador investee company Rosterfy,
and a Director of Bailador investee companies RC TopCo
(made up of brands Rezdy, Checkfront and Regiondo) and
DASH. He is Board Observer at Mosh.
• David is a Rhodes Scholar with degrees in Medicine from
Otago University and Philosophy, Politics and Economics
from Oxford University. David enjoyed a highly successful
rugby career, captaining the All Blacks to win the World
Cup in 1987. He was awarded an MBE in 1988. David is a
Member of the Australian Institute of Company Directors
(MAICD).
• David holds 10,824,579 ordinary shares in BTI and an
indirect interest in a further 957,437 ordinary shares.
• David is a Director and shareholder of Bailador Investment
Management Pty Ltd which holds a contract with Bailador
Technology Investments Limited to act as Manager.
Further details pertaining to this agreement can be found
in Note 5 of the Financial Report.
Board of Directors
6
ANNUAL REPORT 2024
Andrew Bullock
Independent Non-Executive Director
• Andrew (appointed 2014) is a Managing Director at Adamantem Capital, a private equity firm
based in Sydney, and co-leads their Environmental Opportunities fund.
• Prior to joining Adamantem, Andrew was for many years the head of the corporate advisory
and private equity practice of Gilbert + Tobin, one of Australia’s leading law firms. He was also
previously a Partner at Minter Ellison, and spent three years in the London office of Freshfields
Bruckhaus Deringer.
• Andrew also sits on the boards of a number of Adamantem portfolio companies.
• Andrew has a Bachelor of Arts from Sydney University and a Bachelor of Laws from the
University of New South Wales.
• Andrew is the Chair of Bailador’s Audit and Risk Committee.
• Andrew holds interest in 451,213 ordinary shares in BTI.
Brodie Arnhold
Independent Non-Executive Director
• Brodie (appointed 2019) is an experienced ASX listed board member with over 15 years domestic
and international experience in private equity, investment banking and corporate finance.
• Brodie was the CEO of Melbourne Racing Club. He has also worked for Investec Bank from 2010
to 2013 where he was responsible for building a high-net-worth private client business and for
Westpac Banking Corporation where he was Investment Director at Westpac’s private equity fund.
Brodie has also worked at leading accounting and investment firms including Deloitte (Australia),
Nomura (UK) and Goldman Sachs (Hong Kong).
• Brodie is Chairman and Non-executive Director of Shaver Shop Group Ltd (ASX:SSG), and is
Chairman of private companies iSelect, Endota Day Spa, Industry Beans, HungryHungry, Prism
Pay, Curatif and Mutinex.
• Brodie holds a Bachelor of Commerce and MBA from the University of Melbourne and is a
member of the Institutes of Chartered Accountants in Australia and New Zealand.
• Brodie holds interest in 154,027 ordinary shares in BTI.
Jolanta Masojada
Independent Non-Executive Director
• Jolanta (appointed 2018) is Principal of MasMarket Advisers, providing strategic investor relations
and communications advice to listed companies.
• Jolanta has more than 30 years’ experience in financial markets and equity research in the media
and technology sectors in Australia and the US. Jolanta was formerly Director Equity Research
at Credit Suisse and Deutsche Bank, with previous roles at Macquarie Bank and Pierson Sal.
Oppenheim in New York.
• Jolanta is a Non-Executive Director of Cadence Opportunities Fund (ASX:CDO).
• Jolanta is a graduate of the University of KwaZulu-Natal and Cambridge University. She is a Fellow
of the Financial Services Institute of Australasia, a Graduate of the Australian Institute of Company
Directors (GAICD), a Certified Investor Relations Officer (CIRO) of the Australasian Investor
Relations Association (AIRA).
• Jolanta is the Chair of Bailador’s Nomination and Remuneration Committee.
• Jolanta holds interest in 208,785 ordinary shares in BTI.
Board of Directors (continued)
7
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Bailador Technology Investments’ (ASX:BTI) net profit before tax in
the financial year to 30 June 2024 (FY24) was $28.0m. The value of the
fund’s continuing investments increased by $36.2m in the year. Private
company investments increased in the year by $1.6m and public
company investments (SiteMinder and Straker) increased in the year
by $34.6m. Net Tangible Assets (NTA) per share (before tax) of the fund
after all fees and dividends increased by $0.13 (8.2%). The payment of
dividends in the year reduced NTA per share by $0.07.
The team worked hard throughout 2024 to make new investments. The
sale of InstantScripts early in the year took our cash balance to $109m
and it took us until the last two months of the year to deploy a decent
amount of our large cash balance. We were delighted to deploy $40
million (including $5 million committed but not yet invested) into Updoc
and DASH in May and June 2024.
We make no apologies for being highly selective in deploying our cash
reserves. Below we discuss the importance of investing in companies
with the right growth economics and show just how much difference the
best company growth economics makes to investment returns.
Cash investments and realisations
InstantScripts
As noted in more detail earlier in the year we sold InstantScripts in July
2023 to API, a wholly owned subsidiary of Wesfarmers. Our returns
were outstanding – a 25% uplift on carrying value at the time, $52
million in cash and a 61% IRR.
Access Telehealth
We invested a further $4.1 million into Access Telehealth in December
2023 and March 2024 to take our total investment to $19.7 million. The
company continues to grow strongly, and we wrote up its value by 28% in
December 2023.
RC TopCo
Readers will recall RC TopCo is the entity arising from the merger of
Rezdy (in which we were a major shareholder), Checkfront from Canada
and Regiondo from Germany. The merged company is the second largest
tours and activities booking and connectivity software provider in the
world. The fund invested an additional $0.9 million into the merged
entity in December 2023.
Letter from the Founders
8
New portfolio company - Updoc
In May 2024 we invested $20 million in Updoc, a digital healthcare
platform tackling a major issue facing the Australian healthcare system
which is a growing shortage of General Practitioners (GPs) available to
see patients in need of care.
Updoc connects consumers who need medical services with registered
health practitioners via a telehealth offering. The Company offers a range
of services, including advice, online prescriptions, specialist referrals,
pathology referrals and medical letters. Consumers can access these
services via a one-off transactional model or a monthly subscription
model. All consultations are delivered digitally which increases
convenience and accessibility for consumers, while also lowering the
cost of treatment and providing flexible work opportunities for medical
professionals, particularly in regional areas.
We know the digital health space quite well and have already had
success in this industry segment through our previous investment in
InstantScripts. We are impressed with the strong progress Updoc has
already achieved, having served over 200,000 consumers and conducted
over one million consultations since the Company’s inception in 2021,
and with no external capital.
Updoc will be utilising the funds from Bailador to continue to invest
in building market-leading technology, accelerate development of its
product roadmap, and support continued expansion.
New portfolio company - DASH
In June 2024 we invested $15 million in DASH and committed to invest
a further $5 million six months later. DASH provides an innovative range
of investment management software and an investment management
platform serving financial advisors and their clients. DASH’s software
reduces the cost and time of on-boarding, establishing a fit-for-purpose
investment strategy, building a portfolio and then managing the portfolio
over time. DASH operates in an enormous market which is highly
regulated and requires significant scale for success. Since our investment
DASH has acquired Integrated Portfolio Services (IPS).
DASH now has $15 billion of Funds Under Administration and will
continue to grow organically with the superannuation guarantee and by
attracting financial advisors from legacy platforms.
The impact of growth economics on
investment returns and why we are so
picky
Our aim is to build and manage a portfolio of between eight and
12 companies at any one time, and for each of these companies
to deliver excellent investment returns over time. We see a lot of
companies as we set out to do this. We estimate we saw a couple of
hundred potential investments in 2024.
Our investment process starts with a ‘Blue paper’, which is an
introductory paper describing an investment that we like enough to
InstantScripts
Total investment
$30.2m
Cash realised
$51.6m
IRR
61%
ANNUAL REPORT 2024
have an extended discussion on. Blue papers immediately focus on
the most important things we are looking for. We are looking for high
quality founders, great products, and businesses with significant
scale and strong growth economics. Strong growth economics means
high revenue growth, high gross margins, highly profitable customer
acquisition, growth in the value of customers as they stay with the
business and efficient use of capital to drive growth. We only progress
to a Blue paper if the company demonstrates these attributes.
In 2024 the team prepared 50 Blue papers and we robustly debated
and discussed the merits of the companies concerned at our weekly
investment committee meetings. In the end we made just two new
investments, and both were late in the year. This is a very low hit rate,
and for those wondering why the hit rate is so low, our simple answer
is we are looking for rare companies. Great founders are hard to find,
and really innovative products solving real problems better than any
competitor can are also hard to find. Superior growth economics is
also rare. We need a lot of things to line up right for us to make an
investment.
We thought it would be useful to demonstrate just why it makes
sense to be so selective. From time-to-time Warren Buffet has
commented that it is a good discipline to invest as if you only had 20
investment opportunities in your life. He recommends investors think
of each investment as akin to punching a hole in a punch card with a
maximum of 20 punches.
Our selectiveness is based on the same thought and below we set out
why Warren Buffet is right and why we are so selective.
Table 1 sets out the growth economics of two investments,
Investment A and Investment B. Both investments start with $5
million of revenue. Investment A grows revenue by 20% a year for the
seven years in the example. Investment B grows revenue at 50% a
year for the same period. At the end of the seven years Investment B’s
revenue has grown to be 4.8 times the revenue of Investment A.
We then compare the two investments on their margins. We use
operating cashflow as a simple representative margin, but the same
analysis holds for other margins we could have chosen such as gross
margin, and single customer profitability.
Investment A has an operating cashflow margin of 10% and
Investment B has an operating cashflow margin of 30%. The
compounding of this superior operating margin on the superior
revenue growth rate results in 14.3 times more cash being produced
by Investment B compared to Investment A.
Finally in order to get to return on investment, which is the
measure of value created, we assume different capital investment
requirements for the two investments. We assume Investment A has
required $50 million in investment and Investment B has required
$25 million in investment. This final compounding of superior capital
efficiency on top of faster revenue growth and better margins delivers
a staggering 28.6 times higher return on investment or value creation
for Investment B compared to Investment A.
We won’t get it one hundred per cent spot-on one hundred per cent
of the time, but we think it is important our investors know that we
set a high bar, and the whole team is working to maximise returns.
The benefits of a crossover fund
With the listing of Straker and SiteMinder in December 2018 and
November 2021 respectively, Bailador Technology Investments became
what is referred to in the investment world as a crossover fund. Crossover
funds invest in both private companies and publicly listed companies.
Letter from the Founders (continued)
9
Investment A
Investment B
Year 1 Revenue, $m
5.00
5.00
-
Revenue growth rate, %
20%
50%
2.5x
Year 7 Revenue, $m
17.90
85.42
4.8x
Operating cash margin, %
10%
30%
2.5x
Year 7 Operating cashflow, $m
1.79
25.63
14.3x
Capital invested, $m
50.00
25.00
0.5x
Return on capital invested, $
3.58%
102.50%
28.6x
Table 1: The Compounding effect of Superior Business Economics
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
In 2025 we expect strong growth in value from our private portfolio. At
the end of 2024, the revenue growth rate of the private portfolio was 66%
per annum and the so-called Rule of 40 (revenue growth plus EBITDA
margin) was a very healthy 46%.
Cheque sizes
The Updoc and DASH investments allowed us to deploy $20 million
dollars in each investment, which is a significant increase in size from
the $5 million we were typically investing as a first cheque a few years
ago. The larger cheque sizes do not signal a greater appetite for risk.
If we are to maintain a portfolio of 8-12 investees and deploy the cash
generated from successful exits, we need to increase the size of the
cheques we write for each investment. A $20 million investment in a
single portfolio company is a smaller percentage of the total fund than
it would have been four or five years ago.
In late 2016 we invested $4.5 million in Instaclustr. At the time this was
4% of the total fund. In May this year we invested $20 million in Updoc.
This was 7.5% of the fund. The size of the cheque was 4.4 times
greater, yet the percentage of the fund represented by the investment
was just 1.9 times greater.
Our current intention is to continue to deploy $10-$20 million into
new investments and in many cases follow-on with further investment
when the opportunity arises.
Team
The Bailador team continues to grow and develop. Everyone is highly
engaged and busy working on new opportunities and with current
portfolio companies. We pride ourselves on working alongside
founders to help them grow and develop their businesses. We have
a very wide range of skills and experience in the team and this
continues to constitute a good part of our attractiveness as a partner
for founders.
Annual Meeting
Our Annual Meeting will be held on 17 October this year. We look
forward to welcoming as many shareholders as can make it in person
and to continuing the lively and informed discussion we have come to
expect at the Annual Meeting.
David Kirk
Chairman and Executive Director
Dated this 14th day of August 2024
Paul Wilson
Executive Director
In 2023 the fund’s private companies delivered an IRR of 36% and the
public companies delivered a return of -19% as public companies
SiteMinder and Straker declined in price with the information technology
sector in general. In 2024 the situation was reversed. Private companies
delivered a 2.3% return and public company investments, led by
SiteMinder, delivered a 63% return.
Across the years the values of private investments are much more stable
than the values of publicly listed companies. As we know, public markets
are periodically subject to bouts of investor euphoria and pessimism.
Conversely, our valuations of private companies, confirmed by an
independent valuer every year, are driven only by operating performance
and conservative valuation multiples.
Our private company investments did not meaningfully contribute to
the growth in value of the fund in 2024. We do not expect this to be the
case in 2025. Our discipline in waiting for the opportunity to invest in
companies with superior growth economics at the right price will, we
think, begin to show itself in 2025.
Graph 1: Bailador gains FY22 - FY24 Public vs Private
-$20m
$0m
$20m
$40m
$60m
$80m
$100m
FY22
FY23
FY24
Public gains/losses
Private gains
Total gains $m
$70.7
$13.1
$36.2
Crossover funds provide many benefits to investors that purely
private investment funds do not. These benefits include the
capacity to hold investments after public listing to continue to share
in the growth in value, the capacity to hold investments for longer
than the life of a single private closed-end fund, improved liquidity
across the portfolio, the capacity to pay regular franked dividends
and a smoothing of returns as public and private market returns
diverge.
The divergence of returns of our private and public investments
have been particularly marked in the past two years as graph 1
shows.
10
Letter from the Founders (continued)
ANNUAL REPORT 2024
Principal Activities
Bailador Technology Investments Limited (BTI)(Bailador) invests in
information technology businesses in Australia and New Zealand
that are seeking growth capital. The target businesses typically have
an enterprise valuation between $10 million and $200 million. In
particular, the Company focuses on software, internet, mobile, data
and online market-place businesses with proven revenue generation
and management capability, demonstrated successful business
models and expansion opportunities.
There have been no significant changes in the nature of the Company’s
principal activities during the financial year.
Our Business Model and Objectives
Providing satisfactory returns to shareholders is our primary
objective. Our success in achieving this objective is determined by
total shareholder return (TSR) over time. The TSR we deliver will, over
time, be directly related to the return on invested capital we achieve.
Bailador’s regular fully franked dividends provide investors with an
element of de-risking and bringing forward of their return. However,
the primary value driver of the business remains to identify, buy and
hold investments in a number of private internet-related businesses
with strong growth prospects. Bailador aims to sell those investments
at attractive valuations and, following realisations, continue to make
new investments and maintain a portfolio of high growth investments.
Investments made by BTI are typically structured to provide a level
of contractual protection superior to that available to investors in
ordinary shares, thereby reducing risk. Thorough due diligence is
carried out before investments are made and BTI representation on
most portfolio company boards ensures BTI’s close involvement with
operational decisions.
BTI continues to assess a strong pipeline of potential investments and
will continue to make investments as attractive opportunities arise.
The Company has been classified under AASB 2013-5 as an Investment
Entity whose business purpose is to invest funds solely for returns via
capital appreciation and/or investment returns. As the Company has
been classified as an Investment Entity, the portfolio investments have
been accounted for at fair value through the profit or loss and shown
as Marketable Securities and Financial Assets in the Statement of
Financial Position.
Operating Results
The profit of the Company for the financial year ended 30 June 2024
was $20,674,000 (2023, $5,415,000), after providing for income tax.
Combined revenue growth of the underlying portfolio companies
(portfolio weighted) for the financial year ended 30 June 2024 was
47%. Further information on individual investee company growth can
be found in the portfolio operating reports.
The performance of the Bailador portfolio, measured as the change
in the Net Tangible Assets (NTA) per share between 1 July 2023 and 30
June 2024 (post-tax, after all fees), was an increase of 9.2% for the year.
This return was made up of a gain in the post-tax portfolio (investment
gains less expenses) of 7.0 cents per share, after crediting the payment
of 6.7 cents per share fully-franked dividends. Bailador’s pre-tax
portfolio NTA return was 12.6%.
Review of Operations
Private portfolio investments delivered modest gains throughout
FY24 of $1.6m (FY23 $26.2m). SiteMinder’s share price performed well
throughout FY24 contributing gains of $36.3m.
Bailador held a relatively high cash balance throughout FY24,
which presented somewhat of a drag on overall returns. Two new
investments, Updoc ($20m) and DASH ($15m) were made in Q4 FY24.
Realisations
InstantScripts
In June 2023 InstantScripts announced that it had entered an
agreement to be acquired by API Industries Limited, a wholly owned
subsidiary of Wesfarmers Limited. The transaction completed in July
2023 and after adjustments, Bailador received $51.6m in proceeds for
its investment in InstantScripts delivering an IRR of 60.9%.
Investments
Updoc
In May 2024 Bailador invested $20m in digital health platform Updoc.
11
Operating and Financial Review
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
DASH
In June 2024 Bailador committed to invest $20m in financial services
platform DASH. Bailador funded $15m in June 2024 with the remaining
$5m to be funded in January 2025.
Access Telehealth
Bailador completed two follow-on investments totalling $4.1m in
Access Telehealth in FY24. Bailador invested $1.6m in December 2023
and $2.5m in March 2024. The investments are in convertible notes
which will be tied to the valuation of a future capital round.
RC TopCo
In December 2023 Bailador completed a follow-on investment of $0.9m.
The investment was an extension to the Rezdy sale completed in May
2023 and was at the same valuation as the sale transaction.
Revaluations
Bailador internally revalued the following investments in line with our
valuation policy and commitment to be conservative in valuations.
• Access Telehealth was written up by $4.4m (28.0%) in December 2023
to reflect the strong performance by the business in the 12 months
since the previous third-party transaction.
• Rosterfy was written up $2.7m (27.4%) in April 2024 reflecting the
strong performance by the business since Bailador’s investment in
April 2023.
• Nosto was written down by $4.9m (53.7%) in June 2024. Nosto
is exposed to the consumer spending cycle and, as for many
companies in the consumer discretionary space, revenue growth was
challenged in FY24.
Bailador holds two portfolio companies via marketable securities on
the ASX. SiteMinder (ASX:SDR) and Straker (ASX:STG) are marked to the
ASX market price at 30 June 2024.
• SiteMinder’s share price at 30 June 2024 was $5.09 (June 2023 $2.92).
The increase of 74.3% throughout the year increased the carrying
value of SiteMinder by $36.3m to $85.1m.
• At 30 June 2024 the Straker share price was $0.485 (30 June 2023
$0.67) resulting in a decline on the investment for the financial year of
$1.7m (27.6%).
Valuation of Investments
The Board has reviewed the value of the investment portfolio and
the Net Tangible Assets of BTI as at 30 June 2024. In conducting their
valuation review, the Board has had regard to the BTI investment
portfolio Valuation Review Report prepared by BDO Corporate
Finance (Qld) Ltd.
Information regarding the valuation of the investment portfolio is
set out in Note 19 of the financial statements and in the section
“Operating Reports on Portfolio Companies”.
Investments are currently held at fair value via a mark to market, the
valuation implied by the latest third-party investment or at a price
determined by globally benchmarked revenue multiples and trading
performance.
Operating and Financial Review (continued)
Review of Operations (continued)
Performance highlights for FY24
3.4c per share
Final Dividend Declared
(FY23; 3.2c)
1.59 per share
Post-tax NTA1
(30-Jun-23; $1.52)
$28m Net profit
before tax
(FY23; $8m)
7.8% Grossed-Up
Dividend yield2
(FY23; 6.7%)
9.2% Portfolio
Return3
(FY23; 3.8%)
$54m Net Cash
(FY23; $58m)
22.9c per share
Total fully franked dividends
paid in last 3 years
14.18c Earnings
per share
(FY23; 3.77c)
46% Portfolio ‘Rule of 40’
(FY23; 41%)
Note: 1Net tangible asset value on a post-tax basis. 2Calculated as the annualised final dividend declared divded by the share price immediately prior to dividend declared. 3. Portfolio return post-tax
calculated as the compound annual growth in NTA per share (post-tax) after all fees, plus dividends paid.
12
ANNUAL REPORT 2024
Operating Reports on Portfolio Companies
SiteMinder
SiteMinder Limited (ASX:SDR) is the name behind SiteMinder, the only
global software platform that unlocks the full revenue potential of
hotels, and Little Hotelier, an all-in-one hotel management software
that makes the lives of small accommodation providers easier. The
company has a strong global footprint with offices in nine countries,
servicing more than 44.5k properties of all sizes in over 150 countries.
Through its technology and extensive partner ecosystem, SiteMinder
managed more than 120 million reservations worth in excess of $75
billion for its hotel customers in FY24, representing an operational
scale unmatched by its direct competitors.
SiteMinder continued to deliver strong financial results in FY24 with
revenues growing 26% to $190.7m, and annualised revenue run-
rate (ARR) by 21% to $209.0m. The performance was highlighted
by a record number of customer additions which saw SiteMinder’s
subscriber base grow 14%, and continued success in cross-selling
with transaction product adoption increasing 32%. Ahead of the
introduction of new gross booking value (GBV) based revenue
products, SiteMinder is focusing its customer acquisition efforts on
larger properties to expand the GBV of its platform.
SiteMinder has made good progress on the delivery of its Smart
Platform strategy, which will redefine how hoteliers approach revenue
management through the convergence of distribution, revenue
optimisation and market intelligence; three functions that are today
largely managed separately and ineffectively. To date, SiteMinder
has shared three pillars of the Smart Platform strategy in Channels
Plus, Dynamic Revenue Plus, and the Smart Distribution Program.
Channels Plus will alleviate the effort required of hoteliers to connect
to new channels and allow them to expand distribution with ease and
control, the Smart Distribution Program will help hoteliers optimise
their distribution configurations and maximise revenue opportunities,
and finally Dynamic Revenue Plus will equip hoteliers with the ability
to assess and react to changes in demand quickly and accurately.
All three pillars of the Smart Platform strategy have received strong
feedback from hoteliers as well as distribution and technology
partners, and are on-track to commence their deployment in H1FY25.
The success of these products will reinforce SiteMinder’s technology
leadership and enhance its already strong long-term growth trajectory
and progress towards industry leading SaaS economics.
SiteMinder’s management team continues to demonstrate
financial discipline in significantly improving its free cash flow (FCF)
performance all while sustaining strong growth and delivering the
Smart Platform strategy. Underlying FCF improved from ($34.0)m in
FY2023 to ($6.4)m in FY24 and was positive $2.3m in H2FY24.
SiteMinder has embarked on a Smart Platform strategy with
significant new products and programs to be launched in FY25.
SiteMinder is targeting 30% organic annual revenue growth in the
medium term, aided by contributions from the Smart Platform.
SiteMinder is well capitalised to achieve its strategic initiatives with
$72.3m of liquidity at the end of FY24.
As a publicly listed company, the valuation of BTI’s investment in
SiteMinder is determined by the closing share price for the period. As
at 30 June 2024, SiteMinder’s share price was $5.09 which values BTI’s
investment at $85.1m.
Valuation 30 June 2024:
$85.1m
Valuation at 30 June 2023:
$48.8m
Realisation since 30 June 2023:
$nil
Basis for valuation:
Marked to market
Securities held:
ASX:SDR
16,711,400 ordinary shares
13
Operating and Financial Review (continued)
Review of Operations (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
RC TopCo
In June 2023, Bailador merged its portfolio company Rezdy with
Checkfront from Canada and Regiondo from Germany, creating
the world’s largest independent tours and activities booking
software provider. This merger not only enhanced value for Bailador
shareholders but also marked the beginning of an exciting new era.
The merger was a strategic consolidation of leading regional assets
which provided a robust foundation for RC TopCo to lead the $300+
billion market globally. The merger attracted Vertica Capital, a U.S.-
based private equity firm with extensive industry experience, who,
alongside Bailador, invested significantly to facilitate the acquisitions
and fund future expansion.
Most importantly, the merger has allowed for a significant upgrade
in both the product and the way new and existing customers are
served. The integration of the booking software platforms from each
of the original companies has been a key focus over the past year and
is set to deliver top features and functionalities to RC TopCo’s vastly
expanded customer base. The increased financial and operational
scale allows for new outbound sales in markets that were previously
inbound-driven, and an increased focus on customer success.
The leadership of RC TopCo includes Mark Loh, former Chief
Product Officer at Fareharbor, as CEO, Kevin Fisher from Rezdy
as CFO, and Oliver Nutzel from Regiondo as COO, creating a
dynamic management team driving a new global growth plan. New
operational best practices across key functions have streamlined
processes and boosted business performance.
The governance structure features a new board co-chaired by
Lawrence Hester and Zachary Hester, founders of Fareharbor, with
David Kirk and Bevin Shields from Bailador serving as Director and
Observer, respectively.
Despite the significant focus on integrating the three businesses, RC
TopCo achieved strong FY24 performance with record-high gross
booking values and revenues, driven by new customer acquisitions
and enhanced revenue strategies such as new product pricing and
widespread deployment of the Company’s payments platform.
As the leading independent provider in the tours and activities
sector, RC TopCo is well-positioned for sustained growth, leveraging
its robust SaaS and transaction revenue streams. The company’s
promising outlook is supported by a strong management team and
significant investment from stakeholders committed to its continued
success.
In FY24, BTI increased its investment in Rezdy by $0.9m as part of an
extension funding round to the merger. The total value of Bailador’s
investment at close is $25.8m.
Valuation 30 June 2024:
$25.8m
Valuation 30 June 2023:
$24.9m
Investment since 30 June 2023:
$0.9m
Basis for valuation:
Price of third-party transaction
Securities held:
Convertible preference shares
Ordinary shares
Operating and Financial Review (continued)
Review of Operations (continued)
14
ANNUAL REPORT 2024
Access Telehealth
Founded in 2016, Access Telehealth is a specialist telehealth platform
that combines technology with a community of doctors to better
connect regional communities, aged care residents and National
Disability Insurance Scheme (NDIS) participants to high-quality
healthcare.
Access Telehealth employs a unique hybrid patient care model
that combines both telehealth and in-person care to deliver an
ongoing healthcare program for each patient. By utilising telehealth
technologies, the company provides patients with convenient and
timely access to a large network of specialist medical professionals.
At the end of FY23 Bailador had invested $15.6m into Access
Telehealth. In December 2023 BTI increased the valuation of Access
Telehealth by 28% following strong performance by the business.
BTI invested $4.1m in convertible notes in December 2023 and March
2024 at valuations tied to future funding rounds. The additional funds
raised by Access Telehealth are being deployed to accelerate growth
in its Aged Care vertical while also taking the business through to cash
flow profitability.
During FY24 the business rolled out its new revenue model, put
in place more sophisticated operating procedures and released a
number of new technology updates that have underpinned a series of
efficiency gains. These initiatives have been successfully implemented
and significantly improved the revenue Access Telehealth earns for
delivering care to its patients. Pleasingly there remain a number of
opportunities for the business to further use technology to improve
the efficiency with which it delivers its care.
The company continues to experience very strong growth. In the last
financial year revenue has expanded rapidly as the business pivoted
its revenue model in its Aged Care vertical. Access Telehealth has
now begun discretely investing in sales and marketing to accelerate
growth. With ~ 2% market share of its addressable market, Access
Telehealth has a large growth runway ahead of it and a community
who will benefit from its superior care program.
BTI maintains a positive outlook on Access Telehealth’s future
prospects underpinned by the strong and resilient demand for
healthcare along with the innovative model they are using to deliver
superior levels of care to Australian communities.
Valuation 30 June 2024:
$24.0m
Valuation 30 June 2023:
$15.6m
Investment since 30 June 2023:
$4.1m
Basis for valuation:
Revenue multiple
Securities held:
Preference shares
Ordinary shares
Convertible notes
15
Operating and Financial Review (continued)
Review of Operations (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Updoc
In May 2024, Bailador invested $20.0m in digital healthcare business,
Updoc. This represents Bailador’s fourth investment in the digital
healthcare sector and follows on from our successful investment in
InstantScripts, which was sold to Wesfarmers in July 2023.
Founded in 2018 by Clifton Hodgkinson and Dylan Coyne, Updoc is
a digital healthcare platform that connects consumers who need
medical services with registered health practitioners via a telehealth
offering.
On the Updoc platform, consumers can book a range of services,
including general medical consultations, online prescriptions,
pathology referrals, specialist referrals and medical letters. All
consultations are delivered digitally which increases accessibility
and convenience for consumers, lowers the cost of treatment,
and provides flexible work opportunities for health practitioners,
particularly in regional areas.
Updoc’s optimised technology platform enables telehealth
consultations to be delivered more efficiently, helping to relieve
pressure on the Australian healthcare system driven by a shortage of
general practitioners.
Consumers can access medical services on the Updoc platform via a
one-off transaction fee or monthly subscription model.
Updoc is a high-quality business that exhibits all of the positive
characteristics we look for in a new investment:
• Addressing a large and fast-growing market with attractive
structural tailwinds as an increasing number of consumers opt for
telehealth services due to increased convenience
• Has a strong competitive position in the Australian market with
a compelling value proposition for both consumers and health
practitioners working on the platform
• Strong product-market fit, serving over 200,000 Australians since
inception with very high revenue growth rates (>200% 2-year
revenue CAGR)
• Exhibits attractive unit economics with a demonstrated track
record of profitability, including in FY24
• Has clear strategies for growth in Australia along with opportunities
for international expansion
• Led by two nimble co-founders who have shown an ability to adapt
quickly to changing industry dynamics and remain highly invested
alongside Bailador
The new funding will be used by Updoc to further expand its team,
continue to invest in building market-leading technology, accelerate
development of its product roadmap and increase investments in
marketing activity.
Paul Wilson has joined the board of Updoc.
Valuation 30 June 2024:
$20.0m
Investment since 30 June 2023:
$20.0m
Basis for valuation:
Price of third-party transaction
Securities held:
Preference shares
Operating and Financial Review (continued)
Review of Operations (continued)
16
ANNUAL REPORT 2024
DASH
DASH is an integrated financial advice software and investment
management platform which is enabling a different advice model that
gives more Australians access to financial advice to build wealth for
a comfortable retirement. The business operates in the massive $1
trillion investment platform market that is underpinned by the strong
structural growth tailwinds of recurring superannuation contributions
and equity market growth.
In June 2024 BTI invested $15m into DASH with a further $5m
investment to be made in January 2025.
DASH represents the merger and rebrand of three technology
businesses: Wealth02 (investment platform capability), Neo (wealth
platform software) and ROAR (financial advice workflow and advice
software).
DASH’s software efficiently facilitates the generation of personal
financial advice and enables the implementation of that advice
through its investment platform functionality. Large enterprises also
leverage DASH’s financial advice software to automate the delivery of
digital financial advice to their large-scale customer bases.
DASH’s financial advice software offers a suite of functionality that
enables Independent Financial Advisors (IFAs) to efficiently run their
advice practices and generate personal financial advice. DASH’s
financial advice software is integrated with its investment platform.
This enables IFAs to efficiently implement financial advice across
investment portfolios.
In early FY25 DASH announced that it had signed binding legal
documentation to acquire Integrated Portfolio Solutions (IPS). The
acquisition of IPS will give DASH a strong presence in the Family Office
and Ultra High Net Worth market which complements its existing offer
to the mass-affluent market very well.
The business is led by an experienced executive team who have
had previous success building software businesses in the wealth
management space. DASH (including IPS) administers over $15bn
on behalf of its IFA customer base and grew revenue 63% for the six
months to December 2023 versus the prior corresponding period.
David Kirk and James Johnstone have joined the DASH board as part
of BTI’s investment.
Valuation 30 June 2024:
$15.0m
Investment since 30 June 2023:
$15.0m
Basis for valuation:
Price of third-party transaction
Securities held:
Preference shares
Convertible note
17
Operating and Financial Review (continued)
Review of Operations (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Rosterfy
Rosterfy provides volunteer and workforce management software to
Not-for-Profit (NFP) organisations, government volunteering bodies
and mass-scale events which enables communities to connect to
events and causes they are passionate about.
Rosterfy’s SaaS platform allows organisations to recruit, screen,
train, and schedule their volunteer community which replaces
manual processes with automations to better engage and retain their
workforce.
Rosterfy’s software is also used by NFPs such as Lifeline Australia
and the St Vincent de Paul Society to better recruit and manage their
volunteer workforce and better enable those organisations to achieve
their missions.
In addition to enterprise Not-for-Profit and government organisations,
Rosterfy’s software has been pivotal to managing large volunteer
workforces at major global events hosted by FIFA and UEFA, as well as
the Superbowl.
The Rosterfy business grew rapidly in FY24 driven by new customer
wins and account expansion from existing customers. Rosterfy also
reached a couple of major milestones in FY24:
• In November, Rosterfy announced that their customers now use
the Rosterfy platform to manage over 3m volunteers and staff in
20+ countries.
• In May, Rosterfy celebrated the milestone of 100 million volunteer
hours powered by the Rosterfy platform.
During the past year, Rosterfy won a number of new customer logos
including: Meals on Wheels Queensland, Help for Heroes (British
Veterans), Islamic Relief Canada, and World Organisation of the Scout
Movement.
In FY24, a major focus for Rosterfy was on building out a global Go-
to-Market function to expand its international customer base. The
company has:
• Appointed a global Chief Revenue Officer
• Opened a North American office in Dallas
• Appointed a US Head of Sales, and added experienced sales and
marketing executives and customer success staff
• Further developed a strategic partnership with not-for-profit sector
software leader Blackbaud
• Added new customer success and delivery staff in the UK
• Expanded marketing globally
In April, Bailador revalued its investment in Rosterfy up by 27%
($2.7m) to reflect the company’s strong operating performance over
the prior 12 months. In that period, Rosterfy grew Annual Recurring
Revenue (ARR) by more than 60%.
Valuation 30 June 2024:
$12.4m
Valuation 30 June 2023:
$9.8m
Basis for valuation:
Internal valuation
Securities held:
Preference shares
Operating and Financial Review (continued)
Review of Operations (continued)
18
ANNUAL REPORT 2024
Mosh
Mosh is a digital healthcare brand that makes men’s health and
wellness accessible, easy, and affordable.
BTI invested $7.5m in Mosh in December 2021. BTI holds convertible
notes in Mosh and invested alongside a number of other institutional
investors.
Mosh was launched in 2019 by David Narunsky and Gabriel Baker who
saw the opportunity to create a digital health solution that enabled
stigmatised men’s health conditions to be treated discreetly and
conveniently. Mosh’s medical consultations are delivered digitally
which increases convenience, accessibility and privacy while also
lowering the cost of treatment. The business’ all-inclusive treatment
plans cover membership, medical treatment, pharmaceuticals, and
delivery.
Mosh’s core treatment plans are for hair loss, weight loss, sexual
health, and skin care. During 2023 the team launched to market
revamped treatment plans for both mental health and weight loss
management. Mosh’s new weight loss management plan offers
consumers an option of dietitian programs, weight loss shakes and
weight loss medication to provide a holistic weight loss management
solution. Mosh’s new weight loss vertical has seen strong demand
alongside the emergence of new GLP-1 medications, although
management have had to manage this demand alongside industry
wide stock shortages.
In FY24 Mosh launched its digital healthcare offering to females
through the soft launch of the Moshy female-focused brand and the
purchase of The Healthy Mummy brand.
The business has remained focussed on profitable growth and during
FY24 was laser focussed on the way it invests its marketing spend
with an increased focus on performance marketing as opposed to
large scale brand marketing. Alongside this focus management spent
FY24 working hard on optimising the cost base of the business which
yielded positive results in transitioning the business to profitability.
Mosh continues to grow rapidly with over 75,000 Australians having
used the service and has developed a strong brand in the fast-
growing men’s digital healthcare market.
BTI’s convertible note converts into equity at a discount to a future
valuation and BTI has valued its investment in Mosh at $7.5m at June
2024 which is in line with the third-party investment cost.
Valuation 30 June 2024:
$7.5m
Valuation 30 June 2023:
$7.5m
Basis for valuation:
Third-party transaction
Securities held:
Convertible note
19
Operating and Financial Review (continued)
Review of Operations (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Straker
Straker is a world-leading AI-powered translation platform. Straker
provides language solutions, ensuring accurate and culturally
sensitive translations for businesses worldwide.
At the core of Straker’s AI Cloud platform is the business’ newly
released Verify product which allows customers to translate using
AI and collaborate with human experts for real-time evaluation,
providing a faster, more cost-effective translation process. Straker’s
Verify product allows customers to complete an AI-powered
translation, receive a quality score that measures the accuracy of
that translation and then elect to complete a human verification if
required.
Complementing Straker’s Verify product is its workplace integrations
(with Slack and Microsoft Teams) suite along with extensive range of
content connectors enabling Straker customers to access AI-powered
translations from their native work environments.
In FY24 management were focussed on two key areas: delivering
operating cost savings across the business to enhance profitability
and investing in product innovation in the face of AI’s rapid growth.
The business delivered on both these objectives by delivering
increased profitability for FY24 and the launch of the new Straker AI
Cloud Platform. The business is also implementing AI driven solutions
within its own business to improve the human verification process
and drive stronger margins.
The financial year ended 31 March 2024 (FY24) was a solid year
for Straker in the face of a tougher macroeconomic environment,
particularly in Europe and North America. The Company delivered
NZ$50m of revenue or a 12% decline over the prior year. The business
delivered on its goal of increasing margins, with gross margin
increasing from 57% to 64% for FY24. The Company also recorded
an adjusted EBITDA profit of NZ$4.5m, up 221% from NZ$1.4m in the
prior year.
The Company remains well funded and has seen a strong rise in
operating cashflows to achieve positive free cash flows of NZ$2.3
million in FY24. The Company ended its financial year with cash and
cash equivalents at NZ$12.2m and no debt after completing a NZ$2m
share buyback program during FY24.
The prospects for Straker remain positive as it leverages its AI-
powered translation platform, the increasing acceptance and
application of AI by enterprises, and a proven track record of servicing
blue-chip customers like IBM. Delivering revenue growth and
increasing operating leverage remains a focus for management in
FY25.
As a publicly listed company, the valuation of BTI’s investment
in Straker is determined by the change in closing share price for
the period. As at 30 June 2024, Straker’s share price was $0.485,
representing a 28% decrease over 30 June 2023.
Valuation 30 June 2024:
$4.4m
Valuation 30 June 2023:
$6.1m
Realisation/investment since 30
June 2023:
$nil
Basis for valuation:
Marked to market
Securities held:
ASX:STG
9,160,354 ordinary shares
Operating and Financial Review (continued)
Review of Operations (continued)
20
ANNUAL REPORT 2024
Nosto
Nosto is a leading e-commerce platform that enables online brands
to deliver authentic, relevant, and personalised experiences at
every touchpoint, across every device. An AI-powered Commerce
Experience Platform (CXP) designed for ease of use, Nosto
empowers brands to build, launch, and optimise compelling digital
experiences without the need for dedicated IT resources or a lengthy
implementation process.
Nosto supports intelligent commerce experiences for more than
1,500 brands in over 100 countries, including Kylie Cosmetics,
Dermalogica, Belstaff, The Travel Corporation, BYLT Basics, Douglas,
MUJI, Flight Center, Lord and Taylor, Vuori, FIGS and more. Nosto has
team members in office locations including: New York, London, Paris,
Berlin, Stockholm, Salzburg, Sydney, Kaunas and Helsinki.
In FY24, Nosto continued to focus on enhancing its product offering
including introducing generative AI features and functionality
into their Commerce Experience Platform. They also continued to
enhance their integrations and partnerships with leading software
companies like Shopify, Klaviyo, Shopware and Tapcart.
In February 2024, Nosto revealed a new brand identity and redesigned
website. It has adopted the tagline Experience Intelligent Commerce,
and updated its platform to give a more streamlined user interface.
In June 2024, Nosto was recognised in a report by industry analyst
firm Gartner. The 2024 Gartner Magic Quadrant for Search and
Product Discovery report recognised Nosto for its Completeness of
Vision and Ability to Execute. This recognition for Nosto was helped
by the acquisition of two search technology companies in 2022,
Searchnode and Findologic. Nosto now believes they have one of the
leading search solutions on the market.
Nosto’s revenue growth slowed in FY24 as consumer discretionary
spend declined. BTI elected to write down its Nosto carrying value at
year end by $4.9 million to reflect slowing revenue growth.
Valuation 30 June 2024:
$4.2m
Valuation 30 June 2023:
$9.2m
Basis for valuation:
Revenue multiple
Securities held:
Ordinary shares
21
Operating and Financial Review (continued)
Review of Operations (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Significant Changes in State of Affairs
There was no significant change in the Company’s state of affairs
during the year.
Events after the Reporting Period
On 12 August 2024 Bailador announced a $7.7m investment in
Hapana, an end-to-end software platform focused on the fitness
and wellness sector. Other than the investment in Hapana, no
matter or circumstance has arisen since the end of the year that has
significantly affected or may significantly affect the operations of the
Company, the results of those operations or the state of affairs of the
Company in subsequent financial years.
Future Developments, Prospects
and Business Strategies
The BTI portfolio is well positioned with a significant portion of
the portfolio held in cash. Private technology trading multiples
continue to return to sustainable levels and Bailador expects to make
investments in the year ahead.
Likely developments, future prospects and the business strategies
and operations of the portfolio companies and the economic entity
and the expected results of those operations have not been detailed
in this report as the directors believe the inclusion of such information
would be likely to result in unreasonable prejudice to the Company.
Business Risks
The following exposures to business risk may affect the Company’s
ability to deliver expected returns:
Market Risk
Investment returns are influenced by market factors such as changes
in economic conditions, the legislative and political environment,
investor sentiment, natural disasters, war and acts of terrorism.
The investment portfolio is constructed so as to minimise market
risks, but those risks cannot be entirely eliminated and the investment
portfolio may underperform against the broader market.
Liquidity Risk
There is a risk that the investment portfolio’s underlying investments
or securities may not be easily converted to cash. Even when the
Company does have a significant cash holding, that cash will not
necessarily be available to Shareholders.
General Investee Company Risks
There are risks relating to the growth stage internet-related
Businesses in which the Company invests including:
• The business model of a particular investee company may be
rendered obsolete over time by competition or new technology;
• Some investee companies may not perform to the level expected
by the Manager and could fail to implement proposed business
expansion and/or product development, reduce in size or be
wound up;
• Some investee companies may fail to acquire new funding, whether
by way of debt funding or third-party equity funding;
• There is no guarantee of appropriate or timely exit opportunities for
the Company, and accordingly the timeframe for the realisation of
returns on investments may be longer than expected.
The Company uses a combination of strategies to minimise business
risks, including structural and contractual protections, a clear
investment strategy and representation on portfolio company boards.
Environmental Regulation
The operations of the Company are not subject to any particular or
significant environmental regulations under a Commonwealth, State
or Territory law.
Operating and Financial Review (continued)
22
ANNUAL REPORT 2024
Corporate
Sustainability and
Responsibility
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Sustainability Snapshot
Bailador Technology Investments is regulated by ASIC and the ASX and adheres to the highest standards of corporate governance.
Bailador’s standards of corporate governance are outlined in the Corporate Governance Statement found on Page 30 of this report.
Bailador Technology Investments is not an operating company. It has no employees besides its three independent directors
and does not consume resources or produce emissions. Bailador Technology Investments has outsourced its management to
Bailador Investment Management. For this sustainability snapshot, we will refer to Bailador Technology Investments and Bailador
Investment Management together as Bailador.
People and Place
Bailador team
Bailador is committed to being an inclusive, diverse, and merit-based workplace.
Bailador recognises and promotes the values of diversity, respect and opportunity for
learning and development in the workplace.
Bailador’s work-from-home policy is flexible and adaptable. Our focus is on providing
team members the flexibility and resources to achieve their best. Our team members
predominantly choose to work from our office as most people feel this supports their
professional development and enhances team building.
In addition to adhering to government leave requirements, Bailador also offers a
period of paid parental leave; we encourage our team to put family first.
Bailador is great at hiring great people. We hire for cultural fit first and foremost.
Excluding interns, our average retention period across our current team is 9.1 years.
24
Team Breakdown
Team
Male
Female
Partners
Non-Partners
Board
Interns
6.75
4
2.75
4
2
2
0
2
1
1
ANNUAL REPORT 2024
Bailador offers a paid internship programme for undergraduates who
have an interest in the technology and finance sectors. Most interns are
university students and choose to work one or two days per week over a
three-month period, with the opportunity to assist the team with financial
analysis, industry sector research, and report preparation on investment
opportunities. Interns are assigned a member of the team to act as a
mentor and help provide guidance and support during their tenure.
Bailador welcomed its first work experience student in June 2024.
Elijah Freeman, from Penrith Selective High School, joined the team
for one week during which he helped with a variety of tasks, including
conducting research and sourcing news on our portfolio companies
for our July 2024 NTA report, welcoming guests, updating internal
databases and creating new spreadsheets. Elijah had daily coffee/
hot chocolate catch ups with different members of our team to find
out about their roles and career paths, and we ended the week with a
team lunch to thank him for his hard work. Elijah was an enthusiastic,
professional and motivated work experience student and the Bailador
team hopes he will stay in touch as he continues his education.
Pictured: Elijah Freeman, age 15, from Penrith Selective High School
Bailador intern programme
Bailador work experience programme
Bailador office
Bailador has been at its current office at 20 Bond Street in Sydney since
2020. The A-Grade building has a 5.5 Star NABERS Energy rating and a
4-Star NABERS Water rating. The building is operated by Mirvac and is
net carbon positive for Scope 2 emissions.
The Bailador office is located close to major transport links, such as bus
and light rail stops, train stations and ferry services. The 20 Bond Street
building also has End of Trip facilities, including showers, changing
rooms, and bicycle storage and maintenance facilities to encourage
exercise to and from work.
While we are not able to measure the emissions of the Bailador team’s
commute, the team commute to work by bus, rail, ferry, walking, cycling
or electric vehicle.
Bailador staff have personal workstations with ergonomic sit-stand
desks, and the office is designed with several breakout rooms to
allow the team to work comfortably. The full team meets weekly,
with staff choosing to attend in person or remotely, to encourage
communication, collaboration and the sharing of ideas and insights.
Bailador has a flexible approach to working but team members choose
to spend most of their time working from the office.
Bailador presents regular opportunities for the team to contribute to
broader strategy and direction, including regular strategy days and a
team offsite to come together as a group and focus our energy.
Bailador is a safe place to work and has not had a lost time injury since
founding in 2010. We pay attention to mitigating risks in the office by
ensuring we have good equipment that remains well maintained and in
communicating regularly with our team about their needs.
25
Sustainability Snapshot (continued)
People and place (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Giving Back
Stepping Stone House
Stepping Stone House provides care for homeless children and young adults in its three houses in Sydney. Each year Stepping Stone House
partners with the Royal Sydney Yacht Squadron to hold a regatta at which corporate organisations sponsor and sail a boat for the day. This year
Bailador participated as a Gold Sponsor for the 12th consecutive year and assisted Stepping Stone House to raise a record $142,000 on the day.
26
Sustainability Snapshot (continued)
ANNUAL REPORT 2024
Ronald McDonald House Charities
Ronald McDonald House Charities create, find and support programmes
that directly impact the health and wellbeing of children and their
families. Ronald McDonald House is located in Randwick, Sydney, and
provides a ‘home away from home’ for families with hospitalised children.
The charity also provides family rooms as a place for families to rest and
relax within Sydney Children’s Hospital and offers a programme to help
children stay on top of their schooling while they are receiving treatment.
This financial year Bailador donated $10,000 to support the incredible
work done by the Ronald McDonald House Charities.
Royal Flying Doctor Service
The Royal Flying Doctor Service provides extensive primary health care
and 24-hour emergency service to people who live, work and travel
across Australia. The non-profit organisation supplies emergency and
primary health care for those living in rural, remote and regional areas
of Australia who cannot access a hospital or GP practice. This is an issue
that some of the health tech-focused companies within our portfolio are
also working to improve. This financial year Bailador donated $1,000
to support the vital work done by the Royal Flying Doctor Service. Our
donation contributed to a campaign by Washington H Soul Pattinson,
who pledged to match all donations given by their network in FY24. Soul
Patts raised an incredible $230,000 from their campaign.
Donating our time
Bailador encourages our team to give back and provides time off for team
members doing charitable work. Our team members are widely involved
in governance roles and giving of their time in supporting community
activities and not-for-profit enterprises.
Our team gives their time to valuable causes such as the Royal Lifesaving
Australia and food rescue organisations.
The Women’s Resilience Centre
The Women’s Resilience Centre was founded in 2020 to support women
who have experienced or witnessed domestic abuse or trauma. The
charity provides services to bridge the gap between short-term crisis care
and long-term recovery. Through the Resilience Program, women
are supported by peer-to-peer mentors who have lived experience of
what they are going through. The Women’s Resilience Centre held its
‘Reset the Dial’ annual corporate luncheon in Sydney which was attended
by Helen Foley, Chief Financial Officer, and Chloe Grist, Executive
Assistant. They heard about the vital work done by the Women’s
Resilience Centre team and met the inspirational team.
Pictured: Bailador’s Helen Foley (right) and Chloe Grist (left) with Linda Boyd from The Women’s Resilience Centre
27
Sustainability Snapshot (continued)
Giving Back (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Climate Change and Carbon Emissions
Bailador is committed to Measure, Manage and Mitigate the carbon emissions we are directly responsible for, and which arise indirectly from our
activities.
We follow the Greenhouse Gas Protocol in categorising direct and indirect emissions as set out below.
Measure, Manage & Mitigate
Greenhouse Gas Protocol Category
Measure
Manage
Scope 1 Direct Emissions
Emissions from the direct activities of Bailador
or activities under our control.
We have no scope 1 emissions
--
Scope 2 Indirect Emissions
Emissions from electricity purchased and used
by Bailador. Emissions are created during the
production of the energy and eventually used
by Bailador.
4.15 (tonnes CO2e) fully offset
Bailador has purchased carbon credits to
fully offset our Scope 2 carbon emissions.
Scope 3 Other Indirect Emissions
Emissions from activities of Bailador occurring
from sources we do not own or control. These
are emissions associated with, for example,
business travel, procurements, waste and
water usage.
2.02 (tonnes CO2e) fully offset. Our Scope 3
carbon footprint derives from travel on firm
business.
Bailador has purchased carbon credits to fully
offset our Scope 3 carbon emissions. Bailador
is working to improve our measuring of Scope
3 emissions.
Mitigate
In FY24 Bailador staff continued to work from the office, and domestic and international travel was operating as normal. As such, Bailador’s
emissions were largely in line with FY23. We have continued to invest in projects that remove carbon from the atmosphere and projects that,
where possible, provide other important benefits to society including job creation and biodiversity enhancement.
Our long-term sustainability framework and goals
Establish best
practice at Bailador
Integrate ESG principles across the
Bailador investment cycle
Work and influence
portfolio companies
Governance
PPPPP
PPP
PPPP
People practices
PPPP
PPPP
PPP
Climate change and carbon intensity
PPP
PP
Giving back
PPPP
PPP
P
Establish best practice at Bailador
We believe our governance practices at Bailador are best practice for investment funds and we continue to look for opportunities to improve.
Likewise, our people practices and involvement with the community through both financial and in-person contributions are wide-ranging and
meaningful. We know we make a difference.
Sustainability Snapshot (continued)
28
ANNUAL REPORT 2024
Integrate ESG principles across the Bailador investment cycle
The Bailador investment cycle has four
discrete steps:
Bailador currently undertakes the following governance and sustainability activities
across the investment cycle:
Step 1: Screening and qualification
of opportunities
Bailador undertakes a high-level assessment of carbon intensity and social impact of potential
investments. Bailador considers high carbon intensity companies (e.g. data centres and
bitcoin mining) to have a higher risk profile than low carbon intensity businesses.
The social impact of investments is a consideration in Bailador’s investment decisions. Over
the preceding three years Bailador has invested in digital health businesses (InstantScripts,
Access Telehealth, Mosh and Updoc), a software business that helps charities manage their
volunteer networks (Rosterfy), and a platform which democratises financial advice (DASH).
Step 2: Due diligence, negotiation
and investment
Bailador is meticulous in assessing governance capability and the commitment of founders
and management to high-class governance.
Thorough background research on founders is undertaken.
Regular information rights (always) and a board seat (where possible) are negotiated and
agreed.
Step 3: Governance and
management support
for investee companies
Bailador is almost invariably on the board of investments and from this position is able to
influence governance.
Bailador often takes the Chair position.
Bailador works with the investee company to establish board papers and board sub-
committees.
Step 4: Sale and realisation
of investment
Bailador remains tightly involved in sale and realisation processes, and supports sales only to
reputable buyers.
Bailador engages throughout the realisation process to ensure the fair and equitable
treatment of investee company employees.
Work and influence portfolio companies
Bailador’s job as a minority investor is to support founders and management to run their businesses as well as possible. By establishing best
practice in governance and sustainability at Bailador and communicating expectations, we aim to positively influence and encourage investee
companies.
We expect excellence in governance and people practices in portfolio companies and work hard to ensure these are in place. Over time we hope
to see portfolio companies measuring, managing and mitigating carbon intensity and giving back to their communities, but we understand we
are not running investee companies and there will be variable commitment to this across the portfolio. We aim to be influential over time.
Sustainability Snapshot (continued)
Our long-term sustainability framework and goals (continued)
29
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Bailador Technology Investments
Limited’s Corporate Governance
Arrangements
The objective of the Board of Bailador Technology Investments Limited
is to create and deliver long-term shareholder value through a range of
diversified investments.
The Board considers there to be an unambiguous and positive
relationship between the creation and delivery of long-term shareholder
value and high-quality corporate governance. Accordingly, in pursuing
its objective, the Board has committed to corporate governance
arrangements that strive to foster the values of integrity, respect, trust
and openness among and between Board members, management and
investee companies.
Bailador Technology Investments Limited and its subsidiaries operate
as a single economic entity with a unified Board. As such, the Board’s
corporate governance arrangements apply to all entities within the
Company.
Bailador Technology Investments Limited is listed on the Australian
Securities Exchange (ASX). Accordingly, unless stated otherwise in this
document, the Board’s corporate governance arrangements comply
with the recommendations of the ASX Corporate Governance Council
(including the 4th edition amendments) as well as current standards of
best practice for the entire financial year ended 30 June 2024 and have
been approved by the Board.
Principle 1: Foundations for
Management and Oversight
The Chair is responsible for ensuring individual directors, the Board
as a whole and the Manager comply with both the letter and spirit
of the Board’s governance arrangements. The Chair discharges their
responsibilities in a number of ways, primarily through:
• Setting agendas in collaboration with other directors and the
Manager;
• Encouraging critical evaluation and debate among directors;
• Managing board meetings to ensure all critical matters are given
sufficient attention; and
• Communicating with stakeholders as and when required.
The Board Charter requires all directors to act with integrity and
objectivity in taking an effective leadership role in relation to the
Company. The Chair ensures all directors have a written agreement
outlining their roles and responsibilities and that all directors are in
receipt of relevant governance policies.
The Board Charter provides independent directors the right to seek
independent professional advice on any matter connected with the
discharge of their responsibilities at the Company’s expense. Written
approval must be obtained from the Chair prior to incurring any such
expense on behalf of the Company.
The Board has delegated to the Manager, Bailador Investment
Management, all authorities appropriate and necessary to achieve the
Board’s objective to create and deliver long-term shareholder value. A
complete description of the functions reserved for the Board and those
it has delegated to the Manager along with guidance on the relationship
between the Board and the Manager is available from the Board Charter
available at www.bailador.com.au. Notwithstanding, the Manager
remains accountable to the Board and the Board regularly monitors the
decisions and actions of the Manager.
The Company Secretary of the Company is accountable to the Board,
through the Chair, on all matters to do with the proper functioning of
the Board. All Board members communicate directly with the Company
Secretary.
The Company Secretary through the Chair is responsible for ensuring:
• All members of the Board receive copies of all market announcements
on or prior to release
• Copies of any Company presentations with new substantive
information are released to the market ahead of any presentation
being given.
Composition and Diversity
The Board considers the current board composition reflects an
appropriate balance between executive and non-executive directors
that promotes both the generation of shareholder value and effective
governance.
The Board also considers that the current board composition reflects
an appropriate balance of skills, expertise and experience to achieve its
objective of creating and delivering long-term shareholder value. The
diverse range of investments the company is involved in necessitates
the Board having a correspondingly diverse range of skills, experience
and expertise. As BTI invests in internet-related businesses, directors are
required to have a strong working knowledge of this sector. In addition,
directors need to have a strong understanding of a range of other
business requirements, including finance and contract law. To this end,
the Board considers its current composition to be appropriate and has
in place an active program for assessing whether individual directors
and the Board as a whole have the skills and knowledge necessary
to discharge their responsibilities in accordance with the Board’s
governance arrangements. Details of the skills, expertise and experience
of each director are provided in the Directors’ Report.
For further information on diversity composition, refer to the Company’s
skills matrix on the following page.
Performance Evaluation
The Board assesses its performance, the performance of individual
directors, the performance of the Chair, and the performance of its
committees annually through internal peer review. The Board also
formally reviews its governance arrangements on a similar basis
annually. The Nomination and Remuneration Committee have met
throughout the year and have found the current board performance
and composition to be appropriate.
Corporate Governance Statement
30
ANNUAL REPORT 2024
Board skills matrix
Governance skills
Directors
Importance
Strategy
PPPPP
Essential
Financial performance
PPPPP
Essential
Risk and compliance oversight
PPPPP
Essential
Board experience
PPPPP
Essential
Commercial experience
PPPPP
Essential
Qualifications
PPPP
Desirable
Capital management experience
PPPPP
Desirable
Sustainability
PPP
Desirable
Industry skills
Directors
Importance
Expertise in or with SaaS, marketplace or other information technology businesses
PPPPP
Essential
Qualifications and/or experience in valuing technology businesses
PPPPP
Essential
Experience in or with listed investment businesses
PPP
Desirable
Private equity/investment banking experience
PPPPP
Desirable
Experience with investor relations
PPPP
Desirable
Experience in building a business to scale
PPPP
Desirable
Personal attributes
Description
Integrity (ethics)
A commitment to:
•
understanding and fulfilling the duties and responsibilities of a director, and maintaining
knowledge in this regard through professional development
•
acting with the utmost integrity and objectivity, striving at all times to enhance the
reputation and performance of the Company
•
acting in good faith in the best interests of the Company’s and for a proper purpose
•
being transparent and declaring any activities or conduct that might be a potential conflict
•
acting with care and diligence
•
maintaining Board confidentiality
Influencer and negotiator
The ability to negotiate outcomes and influence others to agree with those outcomes, including
an ability to gain broad stakeholder support for the Board’s decisions
Critical and innovative thinker
The ability to critically analyse complex and detailed information, readily understand key issues,
and develop innovative approaches and solutions to problems
Industry contributor
A passion and interest in keeping abreast of technology businesses and industry movements
Leader
Leadership skills including the ability to:
•
appropriately represent the organisation
•
set appropriate Board and Company culture
•
make and take responsibility for decisions and actions
The Chair should also have the personal attributes to effectively undertake usual Chair functions such as: chairing Board meetings; developing a
constructive relationship with the executive; successfully managing Board succession planning and Board performance; and representing/being
a spokesperson for the Company.
Diversity composition
The board is committed to seeking gender representation and, where possible, diversity on the Board should be reflective of the Company’s geographic
and cultural footprint. Some age diversity should be sought among directors to bring different generational perspectives to the Board’s deliberations
and the Board should comprise a diverse range of professional experience. The Board should collectively comprise directors who demonstrate
competence and experience at board level and/or who have completed formal training in directorship/governance.
Corporate Governance Statement (continued)
31
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Corporate Governance Statement (continued)
Principle 2: Structure of the Board
Nomination and Remuneration Committee
To facilitate structuring the Board to be effective and add value, the
Board has established the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee has formal terms of
reference that outline the committee’s roles and responsibilities, and
the authorities delegated to it by the Board. Copies of these terms of
reference are available at www.bailador.com.au.
The role of the Nomination and Remuneration Committee is to assist
the Board by making recommendations to it about the appointment of
new directors of the company and advising on remuneration and issues
relevant to remuneration policies and practices including for non-
executive directors. Specifically, the Nomination and Remuneration
Committee oversees:
• Developing suitable criteria for Board candidates;
• Identifying, vetting and recommending suitable candidates for the
Board;
• Overseeing Board and director performance reviews;
• Developing remuneration policies for directors; and
• Reviewing remuneration packages annually.
The Nomination and Remuneration Committee comprises five
directors (including the Chair of the Board), three of whom are non-
executive/independent directors. Consistent with ASX’s Corporate
Governance Principles and Recommendations, the Chair of the
Nomination and Risk Committee is independent and does not hold the
position of Chair of the Board.
The names and qualifications of the Nomination and Remuneration
Committee members and their attendance at meetings of the
committee are included in the Directors’ Report.
Further remuneration policy for non-executive/independent directors is
provided at www.bailador.com.au.
There are no schemes for retirement benefits for directors.
The Nomination and Remuneration Committee charter can be found at
www.bailador.com.au.
Independence
The Board comprises five directors, three of whom are non-executive
and meet the Board’s criteria, and ASX Guidelines, as to be considered
independent. The names of the non-executive/independent directors
are:
• Andrew Bullock
• Jolanta Masojada
• Brodie Arnhold
Details of the Board’s independent directors for the year ended 30
June 2024, along with their biographical details is provided on Page 7.
An independent director is a non-executive director who is not a
member of management and who is free of any business or other
relationship that could materially interfere with, or could reasonably
be perceived to materially interfere with, the independent exercise of
their judgement. For a director to be considered independent, they
must meet all of the following materiality thresholds:
• Not hold, either directly or indirectly through a related person or
entity, more than 5% of the company’s outstanding shares;
• Not benefit, either directly or through a related person or entity,
from any sales to or purchases from the company or any of its
related entities, and
• Derive no income, either directly or indirectly through a related
person or entity, from a contract with the company or any of its
related entities.
The length of service of each director is disclosed with each director’s
profile on Pages 6 and 7.
Professional Development
The Chair, supported by the Chair of the Nomination and
Remuneration Committee ensures the Board is provided appropriate
professional development opportunities to develop and maintain
the skills and knowledge needed to perform their role as directors
effectively. A copy of Bailador’s Board skills matrix can be found on
Page 31.
Principle 3: Ethical Standards
The Board is committed to its core governance values of integrity,
respect, trust and openness among and between Board members,
management and portfolio companies. These values are enshrined in
the Board’s Code of Conduct policy which is available at
www.bailador.com.au.
The Code of Conduct policy requires all directors to at all times:
• Act in good faith in the best interests of the Company and for a
proper purpose;
• Comply with the law and uphold values of good corporate
citizenship;
• Avoid any potential conflict of interest or duty;
• Exercise a reasonable degree of care and diligence;
• Not make improper use of information or position; and
• Comply with the company’s Code of Conduct and Securities
Trading Policy.
32
ANNUAL REPORT 2024
Directors are required to be independent in judgement and ensure
all reasonable steps are taken to ensure the Board’s core governance
values are not compromised in any decisions the Board makes.
The Company does not have a formal whistle-blower policy or anti-
bribery and corruption policy. As the Company does not employ
any staff, such policies fall to the responsibility of the Manager.
Employees of the Manager have been provided access to the Chair
of the Audit and Risk Committee as a point of contact for ethics
concerns.
Share Ownership and Share Trading Policy
Details of directors’ individual shareholdings in Bailador Technology
Investments Limited are provided in the remuneration report.
The Bailador Technology Investments Limited Securities Trading
Policy is set by the Board. The policy restricts directors from acting
on material information until it has been released to the market
and adequate time has been given for this to be reflected in the
company’s share price. A detailed description of the Board’s policy
regarding directors trading in Bailador Technology Investments
Limited shares is available from the Board’s Code of Conduct and
Securities Trading Policy, both of which are available at
www.bailador.com.au.
Directors are prohibited from trading for short term speculative gain.
Principle 4: Integrity of Reporting
Audit and Risk Committee
To facilitate safeguarding the integrity of corporate reports, the Board
has established the Audit and Risk Committee. The Audit and Risk
Committee has formal terms of reference that outline the committee’s
roles and responsibilities, and the authorities delegated to it by the
Board. Copies of these terms of reference are available at
www.bailador.com.au.
The role of the Audit and Risk Committee is to assist the Board by
advising on the establishment and maintenance of a framework of
internal controls and to assist the Board with policy on the quality
and reliability of financial information prepared for use by the Board.
Specifically, the Audit and Risk Committee oversees:
• The appointment, independence, performance and remuneration of
the external auditor;
• The integrity of the audit process;
• The effectiveness of the internal controls; and
• Compliance with applicable regulatory requirements.
Information on the Board’s procedures for the selection and
appointment of the external auditor, and for the rotation of the
external audit engagement partners, is available from the company’s
website www.bailador.com.au.
The Audit and Risk Committee comprises three independent
directors. Consistent with ASX’s Corporate Governance Principles
and Recommendations, the Chair of the Audit and Risk Committee is
independent and does not hold the position of Chair of the Board.
The names and qualifications of the Audit and Risk Committee
members and their attendance at meetings of the Committee are
included in the Directors’ Report.
A copy of the Company’s Audit and Risk Committee charter can be
found at www.bailador.com.au.
Declaration by the Manager
Before approval of the Company’s financial statements for a financial
period, the Board receives a declaration from the Manager that in
their opinion, the financial records of the entity have been properly
maintained and that the financial statements comply with the
appropriate accounting standards and give a true and fair view of the
financial position and performance of the entity and that the opinion
has been formed on the basis of a sound system of risk management
and internal control which is operating effectively.
Other Periodic Reporting
The Board has delegated to the Manager, Bailador Investment
Management, all authorities appropriate and necessary to issue
periodic corporate reports to the market that are not audited or
reviewed by an external auditor. Through regular reporting to the
Board, the Manager provides on-going confidence to the board of the
integrity of announcements to market. These processes include
• A clear line of authority for release of announcements, including
approval by one executive director prior to release;
• Cross checking calculations across multiple qualified staff and
checking to source documentation.
Principle 5: Balanced and Timely
Disclosure
The Board is accountable to the shareholders for creating and
delivering shareholder value through governance of the Company’s
business activities. The discharge of these responsibilities is facilitated
by the Board delivering to shareholders timely and balanced
disclosures about the Company’s performance.
As a part of its corporate governance arrangements, the Board
has established a strategy for engaging and communicating with
shareholders that includes:
• Monthly updates to the ASX and the Company website with the
Company’s net asset backing;
33
Corporate Governance Statement (continued)
Principle 3: Ethical Standards (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
• Presentations to investors and media briefings, which are also
placed on the Company website; and
• Actively encouraging shareholders to attend and participate in the
Company’s Annual General Meeting.
The Company maintains an “ASX First” communication and ensures
new and substantive presentations are released to the ASX prior to the
announcement being circulated or presented.
A detailed description of the Board’s communication policy is provided
at www.bailador.com.au.
The Board receives copies of all market announcements either before
announcement or promptly thereafter.
Principle 6: Respecting Shareholders
The Board is first and foremost accountable to provide value to its
shareholders through delivery of timely and balanced disclosures.
Shareholders are entitled to vote on significant matters impacting
on the business, which include the election and remuneration of
directors, changes to the constitution and receipt of annual and
interim financial statements. All voting matters are determined via
a poll. The Board actively encourages shareholders to attend and
participate in the Annual General Meetings of Bailador Technology
Investments Limited, to lodge questions to be responded to by the
Board and/or the Manager, and to appoint proxies.
The Company ensures its statutory auditor attends the Annual General
Meeting and is available to answer questions from shareholders
relevant to the audit.
The Board ensures security holders are provided with all material
information in its possession relevant to a decision on whether or not
to elect or re-elect a director.
The Board encourages shareholders to receive information
electronically wherever possible.
Principle 7: Risk Management
The Board considers identification and management of key risks
associated with the business as vital to creating and delivering long-
term shareholder value.
The main risks that could negatively impact on the performance of the
Company’s investments include:
• General market risk, particularly in worldwide tech sector stocks;
• General interruption to the Australian venture capital sector;
• The ability of the Manager to continue to manage the portfolio,
particularly retention of the Manager’s key management personnel;
• Minority holdings risk where other larger investors in our portfolio
companies may make decisions the Company disagrees with; and
• Other operational disruptions within portfolio companies due to
changes in competition or technology, key management personnel,
cash-flow and other general operational matters.
The Company does not have an internal audit function. The Manager
has been delegated the task of implementing internal controls to
identify and manage risks for which the Audit and Risk Committee
and the Board provide oversight. The effectiveness of these controls is
monitored and reviewed regularly.
The Board has reviewed its risk management framework, including
the absence of significant environmental or social risk, in the last 12
months and is satisfied the framework is sound and appropriate for
the risk appetite of the Board.
A summary of the Board’s risk management policy is available at
www.bailador.com.au.
Other Information
Further information relating to the Company’s corporate governance
practices is at www.bailador.com.au.
Corporate Governance Statement (continued)
34
Principle 5: Balanced and Timely Disclosure (continued)
ANNUAL REPORT 2024
Directors’ Report
35
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Your directors submit the financial report of the Company for the
financial year ended 30 June 2024. The information in the preceding
operating and financial review forms part of this Directors’ Report for
the year ended 30 June 2024 and is to be read in conjunction with
this report:
Directors
The names of directors who held office during or since the end of the
year:
• David Kirk (Chairman)
• Paul Wilson
• Andrew Bullock
• Jolanta Masojada
• Brodie Arnhold
Dividends
A fully franked final dividend of 3.4 cents per share amounting to $5.0m
has been declared by the Board on 14 August 2024. The final dividend
will be paid on 5 September 2024 to shareholders on record as at 20
August 2024.
The final dividend announced on 14 August 2024 represents a regular
dividend of 2% of company NTA pre-tax which is in line with the
company target announced to shareholders on 1 June 2022.
The Company’s dividend reinvestment plan (DRP) announced on 13
February 2020 will apply to the dividend announced on 14 August
2024.
Indemnifying Officers or Auditor
During the year, Bailador Technology Investments Limited paid
a premium to insure officers of the Company. The officers of the
Company covered by the insurance policy include all Directors.
The liabilities insured are legal costs that may be incurred in
defending civil or criminal proceedings that may be brought against
the officers in their capacity as officers of the Company, and any
other payments arising from liabilities incurred by the officers in
connection with such proceedings, other than where such liabilities
arise out of conduct involving a wilful breach of duty by the officers or
the improper use by the officers of their position or of information to
gain advantage for themselves or someone else to cause detriment
to the Company.
Details of the amount of the premium paid in respect of insurance
policies are not disclosed as such disclosure is prohibited under the
terms of the contract.
The Company has not otherwise, during or since the end of the
financial period, except to the extent permitted by law, indemnified
or agreed to indemnify any current or former officer or auditor of the
Company against a liability incurred as such by an officer or auditor.
Proceedings on Behalf of Company
No person has applied for leave of court to bring proceedings on
behalf of the Company or intervene in any proceedings to which the
Company is a party for the purpose of taking responsibility on behalf of
the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June
2024 has been received and can be found on Page 40 of the Financial
Report.
Non-audit Services
The Board of Directors, in accordance with advice from the Audit
and Risk Committee, is satisfied that the provision of non-audit
services during the period is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001.
The directors are satisfied the services disclosed below did not
compromise the external auditor’s independence as the nature of
the services provided does not compromise the general principles
relating to audit independence in accordance with APES 110:
Code of Ethics for Professional Accountants set by the Accounting
Professional and Ethical Standards Board. All non-audit services
have been reviewed and approved to ensure they do not impact the
integrity and objectivity of the auditor.
The following fees were paid or payable to Hall Chadwick for non-
audit services provided during the year ended 30 June 2024:
$
Taxation Services
9,861
Rounding of Amounts
The Company has applied the relief available to it under ASIC
Corporations (rounding in Financial/Directors’ Reports) Instrument
2016/191 and accordingly certain amounts in the financial report and
the Directors’ Report have been rounded off to the nearest $1,000.
Share Capital
There are no unissued ordinary shares of the Company under
options as at 30 June 2024.
No shares or options are issued to directors of Bailador Technology
Investments Limited as remuneration.
36
Directors’ Report (continued)
ANNUAL REPORT 2024
Information Relating to Directors and Company Secretary
Refer to Pages 6 and 7 for information on directors.
Helen Foley
Company Secretary
• Helen has over 25 years of experience in finance, corporate development and governance holding senior roles
at Inchcape Motors Australia, Tubemakers of Australia and BRW Fast 100 winner and technology company, LX
Group. In addition, Helen has consulted on best practice finance systems across a range of companies and
government bodies.
• Helen is Board Observer for Bailador investee company DASH.
• Helen holds a Bachelor of Commerce in Accounting and a Masters in Politics and Public Policy. She is a Fellow
of CPA Australia, a Graduate of the Australian Institute of Company Directors (GAICD) and a Justice of the Peace
in NSW.
Meetings of Directors
During the period, eight meetings of directors and four committee meetings were held. Attendances by each director during the period was as follows:
Directors’ Meetings
Audit & Risk
Committee Meetings
Nomination & Remuneration
Committee Meetings
Number eligible
to attend
Number
attended
Number eligible
to attend
Number
attended
Number eligible
to attend
Number
attended
David Kirk
8
8
2
2
1
1
Paul Wilson
8
8
2
2
1
1
Andrew Bullock
8
8
3
3
1
1
Jolanta Masojada
8
8
3
3
1
1
Brodie Arnhold
8
8
3
3
1
1
Remuneration Report (Audited)
Remuneration Policy
Bailador Technology Investments Limited does not employ any personnel. The Board has delegated management of the investment portfolio to
the Manager, Bailador Investment Management Pty Ltd.
David Kirk and Paul Wilson are directors of Bailador Technology Investments Limited and are also directors and owners of Bailador Investment
Management Pty Ltd.
The Manager is responsible for managing the Investment Portfolio in accordance with the Company’s investment strategy. The Manager’s
agreement with Bailador was renewed at the 2023 AGM for an initial term of five years and in accordance with the agreement’s terms will
automatically extend after that term until either the agreement is terminated or a new agreement is agreed.
The Board has recognised the Manager as Key Management Personnel (KMP) given it has the authority and responsibility for planning, directing
and controlling the activities of the Company. At least one of David Kirk or Paul Wilson are required to continue to be directors of the Manager
and must continue to be actively involved in the management of the investment portfolio during the initial term of the agreement.
The Board has agreed that the independent Directors, Andrew Bullock, Jolanta Masojada and Brodie Arnhold, are to receive $70,000 per annum.
The Executive Directors do not receive any remuneration.
Bailador Technology Investments Limited pays a management fee of 1.75% per annum (plus GST) of the portfolio NAV. Fees are calculated and
paid at the beginning of each quarter in advance. The management fee for a quarter is then adjusted and paid at the end of the quarter based on
increases or decreases in the NAV. All the costs of the Manager, including staff, rent, training, and other costs are paid for from this fee.
In addition, the Manager is entitled to receive a performance fee equal to 17.5% per annum (plus GST) of the investment portfolio’s gain each
year subject to outperforming a hurdle of 8.0% per annum (compounded). The performance fee is only payable from realised gains. The hurdle
was reached in FY24 and there are sufficient cash realisations to satisfy the payment of the accrued performance fee.
37
Directors’ Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
For further information on performance fee calculation and terms of the new management agreement please see the documents issued to
shareholders at the FY23 Annual General Meeting.
Amounts paid or payable to the Manager relating to the year ended 30 June 2024 are as follows:
Base management fee
$4,503,781
Performance fee
$7,949,694
Reimbursement of portfolio management expenses
$428,711
Key Management Personnel (KMP) Remuneration
Remuneration paid or payable to each KMP of the Company during the financial year is as follows:
Position
Directors’ Fees
David Kirk
Chairman and Executive Director
–
Paul Wilson
Executive Director
–
Andrew Bullock
Non-executive Director
70,000
Jolanta Masojada
Non-executive Director
70,000
Brodie Arnhold
Non-executive Director
70,000
Non-recoverable GST incurred on director payments
14,000
$224,000
KMP Shareholdings
The number of ordinary shares in Bailador Technology Investments Limited held by each KMP of the Company during the financial year
is as follows:
Balance at
30 June 2023
Net number of
shares acquired
Net number of
shares disposed
Balance at
30 June 2024
David Kirk
10,274,340
550,239
-
10,824,579
Paul Wilson
4,939,661
-
-
4,939,661
Andrew Bullock
438,708
12,505
-
451,213
Jolanta Masojada
198,172
10,613
-
208,785
Brodie Arnhold
118,795
35,232
-
154,027
15,969,676
608,589
-
16,578,265
38
Directors’ Report (continued)
Remuneration Report (continued)
ANNUAL REPORT 2024
KMP Option Holdings
There were no options on issue to KMP at any point during the financial year.
Other Transactions with KMP and their Related Parties
David Kirk and Paul Wilson receive directors’ fees in relation to directorships of portfolio companies. Paul Wilson earned $137,750 from SiteMinder.
David Kirk did not receive any director’s fees during the period.
The Manager received $70,000 from Straker for director’s fees relating to James Johnstone’s role on the Straker board.
There were no other transactions conducted between the Company and related parties, (other than those disclosed above with the Manager),
relating to equity, compensation and loans, that were conducted other than in accordance with normal supplier relationships on terms no more
favourable than those reasonably expected under arm’s length dealings with unrelated persons.
This Directors’ Report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors.
David Kirk
Director
Paul Wilson
Director
Dated this 14th day of August 2024
39
Directors’ Report (continued)
Remuneration Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Auditor’s Independence Declaration
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF BAILADOR TECHNOLOGY INVESTMENTS LIMITED
In accordance with Section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Bailador Technology Investments Limited. As the lead
audit partner for the audit of the financial report of Bailador Technology Investments Limited for the year
ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements as set out in the Corporations Act 2001 in relation
to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Hall Chadwick (NSW)
Level 40, 2 Park Street
Sydney, NSW 2000
Stewart Thompson
Partner
Dated: 14 August 2024
40
ANNUAL REPORT 2024
Financial
Statements
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Note
30 June 2024
$000
30 June 2023
$000
Increase in value of financial assets
2
36,194
13,114
FX gains
(4)
110
Interest income
4,353
2,902
Accounting fees
(407)
(351)
ASX fees
(77)
(82)
Audit fees
6
(76)
(73)
Costs of realisation of financial assets
-
(19)
Directors’ fees
(224)
(224)
Independent valuations
(61)
(56)
Insurance
(235)
(252)
Investor relations
(414)
(288)
Legal fees
(200)
(55)
Manager’s fees
5
(4,504)
(4,353)
Manager’s performance fees
5
(6,116)
(1,833)
Registry administration
(86)
(69)
Other expenses
(163)
(81)
Profit before income tax
27,980
8,390
Income tax expense
3
(7,306)
(2,975)
Profit for the year
20,674
5,415
Other comprehensive income
Total comprehensive income for the year
20,674
5,415
Earnings per share
- basic earnings per share (cents)
8
14.18
3.77
- diluted earnings per share (cents)
8
14.18
3.77
The accompanying notes form part of these financial statements.
42
Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 30 June 2024
ANNUAL REPORT 2024
Note
As at 30 June 2024
$000
As at 30 June 2023
$000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
9
61,957
57,755
Current marketable securities
4
89,504
54,935
Trade and other receivables
10
346
2,580
TOTAL CURRENT ASSETS
151,807
115,270
NON-CURRENT ASSETS
Financial assets
4
109,021
118,980
Deferred tax assets
12
6,630
2,780
TOTAL NON-CURRENT ASSETS
115,651
121,760
TOTAL ASSETS
267,458
237,030
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
11
8,235
231
Income tax payable
5,445
-
TOTAL CURRENT LIABILITIES
13,680
231
NON-CURRENT LIABILITIES
Trade and other payables
11
-
1,833
Deferred tax liabilities
12
20,661
14,953
TOTAL NON-CURRENT LIABILITIES
20,661
16,786
TOTAL LIABILITIES
34,341
17,017
NET ASSETS
233,117
220,013
EQUITY
Issued capital
13
151,145
148,979
Retained earnings
81,972
71,034
TOTAL EQUITY
233,117
220,013
The accompanying notes form part of these financial statements.
43
Statement of Financial Position
for the Year Ended 30 June 2024
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
44
Statement of Changes in Equity
for the Year Ended 30 June 2024
Note
Ordinary
Share Capital
$000
Retained
Earnings
$000
Total
$000
Balance at 1 July 2022
143,599
81,087
224,686
Comprehensive income
Profit for the year
-
5,415
5,415
Total comprehensive income for the period
-
5,415
5,415
Transactions with owners, in their capacity as owners, and other transfers
Dividend paid
7
-
(15,468)
(15,468)
Shares issued under compay DRP
13
5,380
-
5,380
Total transactions with owners and other transfers
5,380
(15,468)
(10,088)
Balance at 30 June 2023
148,979
71,034
220,013
Balance at 1 July 2023
148,979
71,034
220,013
Comprehensive income
Profit for the year
-
20,674
20,674
Total comprehensive income for the period
-
20,674
20,674
Transactions with owners, in their capacity as owners, and other transfers
-
Dividend paid
7
-
(9,736)
(9,736)
Shares issued under company DRP
13
2,166
-
2,166
Total transactions with owners and other transfers
2,166
(9,736)
(7,570)
Balance at 30 June 2024
151,145
81,972
233,117
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2024
Note
30 June 2024
$000
30 June 2023
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(6,408)
(16,382)
Income tax paid
2,286
(30,391)
Interest received
4,314
2,856
Net cash used in operating activities
15
192
(43,917)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit and loss
(39,994)
(32,855)
Realisation of financial assets at fair value through profit and loss
51,577
756
FX gains relating to investments
-
107
Proceeds from / (net cash used in) investing activities
11,583
(31,992)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
(7,560)
(10,096)
Costs associated with raising capital
13
(13)
(24)
Net cash used in financing activities
(7,573)
(10,120)
Net increase in cash held
4,202
(86,029)
Cash and cash equivalents at beginning of year
57,755
143,784
Cash and cash equivalents at end of year
61,957
57,755
45
Statement of Cash Flows
for the Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Note 1: Summary of Significant
Accounting Policies
Basis of Preparation
These general purpose financial statements have been prepared
in accordance with requirements of the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the
Australian Accounting Standards Board and International Financial
Reporting Standards as issued by the International Accounting
Standards Board. The Company is a for-profit entity for financial
reporting purposes under Australian Accounting Standards. It is
recommended that this financial report be read in conjunction
with any public announcements made during the period. Material
accounting policies adopted in the preparation of these financial
statements are presented below and have been consistently applied
unless stated otherwise.
These financial statements were authorised for issue on 14 August
2024.
Accounting Policies
Except for cash flow information, the financial statements have been
prepared on an accruals basis and are based on historical costs,
modified, where applicable, by the measurement at fair value of
selected non-current assets, financial assets and financial liabilities.
a. Investments
The Company has been classified under AASB 2013-5 as an Investment
Entity whose business purpose is to invest funds solely for returns via
capital appreciation and/or investment returns. As the Company has
been classified as an Investment Entity, the portfolio investments have
been accounted for at fair value through the profit or loss and shown as
Financial Assets in the Statement of Financial Position.
Investments held at fair value through profit or loss are initially
recognised at fair value. Transaction costs related to acquisitions
are expensed to profit and loss immediately. Subsequent to initial
recognition, all financial instruments held at fair value are accounted
for at fair value, with changes to such values recognised in the profit or
loss.
In determining year-end valuations, the board considers the annual
valuation review by an independent valuation expert and the valuation
report prepared by the Manager along with other material deemed
appropriate by the board in arriving at valuations.
In determining valuations, whilst considering individual portfolio
company valuations, the board determines the overall value of the
investment portfolio and determines company revenue as the change
in the total value of financial assets held at fair value through profit or
loss. The board will, if relevant, give consideration to any commercial
negotiations underway at the time of valuation and may maintain the
value of an investment if a change in valuation would prejudice the
interests of the company.
Investments are recognised on a trade date basis.
The entity is exempt from consolidating underlying investees it controls
in accordance with AASB 10 Consolidated Financial Statements.
b. Fair Value of Assets and Liabilities
The Company measures some of its assets and liabilities at fair
value on either a recurring or non-recurring basis, depending on the
requirements of the applicable accounting standard.
Fair value is the price the Company would receive to sell an asset or
would have to pay to transfer a liability in an orderly (i.e. unforced)
transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent
observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard
to the characteristics of the specific asset or liability. The fair values
of assets and liabilities that are not traded in an active market are
determined using one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from either
the principal market for the asset or liability (i.e. the market with the
greatest volume and level of activity for the asset or liability) or in the
absence of such a market, the most advantageous market available
to the entity at the end of the reporting period (i.e. the market that
maximises the receipts from the sale of the asset or minimises the
payments made to transfer the liability, after taking into account
transaction costs).
The fair value of liabilities and the entity’s own equity instruments
(excluding those related to share-based payment arrangements) may
be valued, where there is no observable market price in relation to
the transfer of such financial instruments, by reference to observable
market information where such instruments are held as assets.
Where this information is not available, other valuation techniques
are adopted and, where significant, are detailed in Note 19.
c. Taxation
The income tax expense for the period comprises current income tax
expense and deferred tax expense.
Current income tax expense charged to profit or loss is the tax
payable on taxable income. Current tax liabilities / (assets) are
measured at the amounts expected to be paid to/(recovered from)
the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax
asset and deferred tax liability balances during the period as well as
unused tax losses.
46
Notes to the Financial Statements
for the Year Ended 30 June 2024
ANNUAL REPORT 2024
No deferred income tax is recognised from the initial recognition of
an asset or liability, where there is no effect on accounting or taxable
profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that
are expected to apply to the period when the asset is realised or the
liability is settled and their measurement also reflects the manner in
which management expects to recover or settle the carrying amount
of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax
losses are recognised only to the extent that it is probable that future
taxable profit will be available against which the benefits of the
deferred tax asset can be utilised.
Current tax assets and liabilities are offset where a legally enforceable
right of set-off exists and it is intended that net settlement or
simultaneous settlement of the respective asset and liability will
occur. Deferred tax assets and liabilities are offset where: (a) a legally
enforceable right of set-off exists; and (b) the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority
on either the same taxable entity or different taxable entities where
it is intended that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur in future
periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
d. Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when
the entity becomes a party to the contractual provisions to the
instrument. For financial assets, this is equivalent to the date that the
Company commits itself to either the purchase or sale of the asset
(i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus
transaction costs, except where the instrument is classified “at fair
value through profit or loss”, in which case transaction costs are
expensed to profit or loss immediately. Where available, quoted
prices in an active market are used to determine fair value. In other
circumstances, valuation techniques are adopted.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at amortised cost
or fair value through profit or loss.
A financial asset that is managed solely to collect contractual cash
flows and the contractual terms within the financial asset give rise
to cash flows that are solely payments of principal and interest is
measured at amortised cost.
All financial assets that are not measured at amortised cost are
measured at fair value through profit or loss.
(i) Financial assets at fair value through profit or loss
A financial asset is classified at “fair value through profit or loss”
when it eliminates or reduces an accounting mismatch or to
enable performance evaluation where a group of financial assets is
managed on a fair value basis in accordance with a documented risk
management or investment strategy. Such assets are subsequently
measured at fair value with changes in carrying amount being
included in profit or loss.
The initial designation of the financial instruments to measure
at fair value through profit or loss is a one-time option on initial
classification and is irrevocable until the financial asset is
derecognised.
(ii) Financial liabilities
Financial liabilities other than financial guarantees are subsequently
measured at amortised cost. Gains or losses are recognised in profit
or loss through the amortisation process and when the financial
liability is derecognised.
Impairment
The Company recognises a loss allowance for expected credit losses
on financial assets that are measured at amortised cost.
Impairment losses are recognised in the profit or loss immediately.
At the end of each reporting period, the Company assesses
whether there is any indication that an asset may be impaired. The
assessment will include the consideration of external and internal
sources of information. If such an indication exists, an impairment
test is carried out on the asset by comparing the recoverable
amount of the asset, to the asset’s carrying amount. Any excess
of the carrying amount over its recoverable amount is recognised
immediately in the profit or loss.
Derecognition
Financial assets are derecognised when the contractual rights to
receipt of cash flows expire or the asset is transferred to another
party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset and
the Company no longer controls the asset.
On derecognition of a financial asset measured at amortised cost,
the difference between the asset’s carrying amount and the sum of
consideration received and receivable is recognised in profit or loss.
An exchange of an existing financial liability for a new one with
substantially modified terms, or a substantial modification to the
terms of a financial liability is treated as an extinguishment of the
existing liability and recognition of a new financial liability. Financial
liabilities are derecognised when the related obligations are
discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability extinguished or transferred
to another party and the fair value of consideration paid, including
47
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 1: Summary of Significant Accounting Policies (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
the transfer of non-cash assets or liabilities assumed, is recognised in
profit or loss.
e. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available
on demand with banks, other short term highly liquid investments
with original maturities of 3 months or less.
f. Trade and Other Receivables
Trade and other receivables include amounts due from government
authorities and prepayments for services performed in the ordinary
course of business. Receivables expected to be collected (or utilised)
within 12 months of the end of the reporting period are classified as
current assets.
Trade and other receivables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest
method, less any provision for impairment. Refer to Note 1(d) for
further discussion on the determination of impairment losses.
g. Trade and Other Payables
Trade and other payables represent the liabilities for goods and
services received by the entity that remain unpaid at the end of the
reporting period. The balance is recognised as a current liability
with the amounts normally paid within 30 days of recognition of the
liability.
h. Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of
GST, except where the amount of GST incurred is not recoverable from
the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST
receivable or payable. The net amount of GST recoverable from, or
payable to, the ATO is included with other receivables or payables in
the statement of financial position.
Cash flows are presented on a gross basis. The GST components of
cash flows arising from investing or financing activities which are
recoverable from, or payable to, the ATO are presented as operating
cash flows included in receipts from customers or payments to
suppliers.
i. Interest Income
Interest revenue is recognised using the effective interest method.
j. Rounding of Amounts
The Company has applied the relief available to it under ASIC
Corporations (rounding in Financial/Directors’ Reports) Instrument
2016/191 and accordingly certain amounts in the financial report and
the directors’ report have been rounded off to the nearest $1,000.
k. Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated
into the financial statements based on historical knowledge and
best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and
economic data, obtained both externally and within the Company.
Detailed information about each of these estimates and judgements is
included in Note 19 in the financial statements.
l. Comparative Figures
When required by accounting standards, comparative figures have
been adjusted to conform to changes in presentation for the current
financial year. The comparative period represents the period from 1
July 2022 to 30 June 2023.
m. New Accounting Standards Implemented
No new accounting standards were adopted during the period.
48
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 1: Summary of Significant Accounting Policies (continued)
ANNUAL REPORT 2024
49
Note 2: Profit For The Year
Note 3: Tax Expense
30 June 2024
$000
30 June 2023
$000
The following revenue and expense items are relevant in explaining the financial performance for the year:
Fair value gains on financial assets and marketable securities at fair value through profit or loss
36,194
13,114
(in ‘000s)
Gains on marketable securities and financial assets where:
- SiteMinder increased $36,264
- Nosto decreased $4,924
- Access Telehealth increased $4,368
- Rosterfy increased $2,673
- Straker decreased $1,695
- Loss on InstantScripts exit receivable $492
Costs of realisation of financial assets
-
19
30 June 2024
$000
30 June 2023
$000
a.
The components of tax expense comprise:
Current tax
(5,445)
(457)
Deferred tax
(1,861)
(2,518)
(7,306)
(2,975)
b.
The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax
payable as follows:
Profit for the period before income tax expense
27,980
8,390
Prima facie tax on profit from ordinary activities before income tax at 30%
(8,394)
(2,517)
Tax effect of:
- Permanent difference on FY24 income tax payable/(FY22 income tax clawback)
1,089
(457)
- Other deductions
(1)
(1)
Income tax attributable to entity
(7,306)
(2,975)
The weighted average effective tax rate is as follows:
26%
30%
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
As at
30 June 2024
$000
As at
30 June 2023
$000
Current Marketable Securities
SiteMinder
85,061
48,797
Straker
4,443
6,138
Total Current Marketable Securities
89,504
54,935
Financial Assets
RC TopCo
25,824
24,896
Access Telehealth
24,029
15,591
Updoc
19,997
-
DASH
15,000
-
Rosterfy
12,437
9,764
Mosh
7,500
7,500
Nosto
4,234
9,160
InstantScripts
-
52,069
Total Financial Assets
109,021
118,980
Total Financial Assets & Marketable Securities
198,525
173,915
Note 5: Management Fees
The Company has outsourced its investment management function to Bailador Investment Management Pty Ltd. Bailador Investment
Management Pty Ltd is a privately owned investment management company and is a related party of Bailador Technology Investments Limited.
a. Management fees
The Manager is entitled to be paid a management fee equal to 1.75% of the portfolio Net Asset Value (NAV) plus GST per annum. The management
fee is calculated and paid quarterly in advance. Each quarter the average of the opening and closing NAV for the quarter is calculated and an
adjustment to the pre-paid fee is made depending on whether NAV has increased or decreased during the quarter.
During the period, the Company incurred $4,503,781 of management fees payable to the Manager, of which $109,837 was unclaimable GST the
Manager remitted as GST to the ATO.
b. Reimbursement of portfolio management expenses
Under the management agreement, the Manager is also entitled to be reimbursed for certain out of pocket expenses incurred in the acquisition
and disposal of portfolio assets and in the management of portfolio assets.
During the period, the Company reimbursed the Manager $428,711 for travel, investor relations and other expenses incurred in the management
of the investment portfolio.
c. Performance fees
At the end of each financial year, the Manager is entitled to receive a performance fee from the Company, the terms of which are outlined below:
The performance fee will be calculated as 17.5% of the pre-tax NAV gain per annum plus GST, being the amount by which the portfolio NAV at the
end of a financial year exceeds or is less than the portfolio NAV at the start of the financial year and where that gain exceeds a compound hurdle
rate of 8%.
50
Note 4: Marketable Securities & Financial Assets
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
ANNUAL REPORT 2024
The performance fee will be accrued on an annual basis in arrears and will only be paid at times when proceeds received from realisation of
investments is available to the Company and will be paid in respect of the whole amount of the gain (not just the amount over the 8% hurdle),
subject to the following caveats:
• If the performance fee for a financial year is a positive amount but the investment return for the financial year does not exceed the hurdle
return for the financial year, no performance fee shall be payable to the manager in respect of that financial year, and the positive amount of
the performance fee shall be carried forward to the following financial year;
• If the performance fee for a financial year is a negative amount, no performance fee shall be payable to the manager in respect of that financial
year, and the negative amount shall be carried forward to the following year; and
• Any negative performance fee amounts from previous financial years that are not recouped in a financial year shall be carried forward to the
following financial year.
The performance fee can be fully or partially paid by the issue of shares in Bailador Technology Investments Limited or in cash at the Manager’s
election, the details of which are outlined below:
If the Manager elects at least 5 business days prior to the performance fee payment date that all or part of the performance fee is to be applied
to the issue of shares in the company, the company must, if permitted by applicable laws (including the Listing Rules and the Corporations Act)
without receiving any approvals from the shareholders of the Company, apply the cash payable in respect of the relevant amount to the issue of
shares to the Manager or its nominee on the performance fee payment date where
N = PF / Issue Price
Where
N is the number of shares issued
PF is the cash value of the performance fee to be paid in shares
Issue Price is the lesser of:
• The volume weighted average price of shares traded on the ASX during the period of 30 calendar days up to but excluding the performance fee
payment date; and
• The last price on the last day on which the shares were traded on the ASX prior to the performance fee payment date.
During the period the Company exceeded the performance fee hurdle and $7,949,694 (including $193,895 non-recoupable GST) has been
accrued as performance fees payable. In line with performance fee policy, payment of performance fee may only be made from the proceeds of
cash realisations. The FY24 performance fee will be paid from realisation proceeds, including the $51.6m realisation of InstantScripts in July 2023,
following release of these financial statements.
For further information on the management agreement and performance fee calculation please see the documents released at FY23 Annual
General Meeting.
Note 6: Auditor’s Remuneration
30 June 2024
$000
30 June 2023
$000
Remuneration of the auditor for:
Auditing or reviewing the financial statements
76
73
Taxation services
10
11
86
84
51
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 5: Management fees (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Note 7: Dividends
30 June 2024
$000
30 June 2023
$000
Final dividend of prior year
4,636
5,216
Interim dividend of current year
5,100
5,035
Special dividends
-
5,217
9,736
15,468
Franking Credits
Franking credits available as at 30 June
18,215
23,763
Franking credits arising from the payment of tax
5,445
-
Total franking credits available
23,660
23,763
The Company’s franking rate for payment of dividends is 25%.
Note 8: Earnings per Share
30 June 2024
$000
30 June 2023
$000
Profit after income tax
20,674
5,415
Number
Number
Weighted average number of ordinary shares used in calculating basic and diluted
earnings per share
145,843,498
143,589,622
Cents
Cents
Basic earnings per share
14.18
3.77
Diluted earnings per share
14.18
3.77
Note 9: Cash and Cash Equivalents
As at
30 June 2024
$000
As at
30 June 2023
$000
Cash at bank
61,957
57,755
61,957
57,755
52
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
ANNUAL REPORT 2024
Note 10: Trade and Other Receivables
As at
30 June 2024
$000
As at
30 June 2023
$000
CURRENT
GST receivable
97
77
Income tax receivable
-
2,286
Interest receivable
159
120
Other prepayments
90
97
346
2,580
Note 11: Trade and Other Payables
As at
30 June 2024
$000
As at
30 June 2023
$000
CURRENT
Trade creditors
79
160
Performance fee payable
7,950
-
Other payables
206
71
8,235
231
NON CURRENT
Performance fee accrued
-
1,833
-
1,833
Note 12: Income Tax
As at
30 June 2024
$000
As at
30 June 2023
$000
CURRENT
Income tax payable
5,445
-
Income tax receivable
-
2,286
53
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Balance at
30 June 2022
$000
Charged to
profit or loss
$000
Charged
directly to equity
$000
Balance at
30 June 2023
$000
NON-CURRENT
Deferred tax liabilities
Tax on unrealised gains
10,163
3,170
-
13,333
Tax on acquisition assets on opening
1,620
-
-
1,620
11,783
3,170
-
14,953
Balance at
30 June 2023
$000
Charged to
profit or loss
$000
Charged
directly to equity
$000
Balance at
30 June 2024
$000
Deferred tax liabilities
Tax on unrealised gains
13,333
5,708
-
19,041
Tax on acquisition assets on opening
1,620
-
-
1,620
14,953
5,708
-
20,661
Balance at
30 June 2022
$000
Charged to
profit or loss
$000
Charged
directly to equity
$000
Balance at
30 June 2023
$000
Deferred tax assets
Provisions
3,216
(2,644)
-
572
Transaction costs on acquisitions
43
4
-
47
Transaction costs on equity issue
107
(37)
7
77
Deferred losses on financial assets
1,497
587
-
2,084
4,863
(2,090)
7
2,780
Balance at
30 June 2023
$000
Charged to
profit or loss
$000
Charged
directly to equity
$000
Balance at
30 June 2024
$000
Deferred tax assets
Provisions
572
1,875
-
2,447
Transaction costs on acquisitions
47
24
-
71
Transaction costs on equity issue
77
(38)
4
43
Deferred losses on financial assets
2,084
1,985
-
4,069
2,780
3,846
4
6,630
The benefits of the above temporary differences and unused tax losses will only be realised if the conditions for deductibility set out in Note 1(c)
occur. These amounts have no expiry date.
The Board has considered the deferred tax balances and is confident there will be sufficient future profits to utilise the deferred tax assets.
Deferred tax assets and liabilities are held at a tax rate of 30%. Despite the current year tax rate being 25%, the Board is confident deferred assets
and liabilities are most likely to be utilised at a rate of 30%.
54
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 12: Income Tax (continued)
ANNUAL REPORT 2024
Note 13: Issued Capital
Movements in share capital are set out below:
No.
$
Opening balance at 1 July 2022
140,985,947
143,598,835
Ordinary shares issued under company DRP
3,883,243
5,396,326
Costs associated with capital raised
-
(16,616)
Closing balance at 30 June 2023
144,869,190
148,978,545
Opening balance at 1 July 2023
144,869,190
148,978,545
Ordinary shares issued under company DRP
1,715,460
2,175,229
Costs associated with capital raised
-
(9,223)
Closing balance at 30 June 2024
146,584,650
151,144,551
Capital Management
The Company’s objectives for managing capital are as follows:
• to invest the capital in investments meeting the description, risk exposure and expected return of the investment strategy of the Company;
• to maximise the returns to shareholders while safe-guarding capital by investing in a portfolio in line with investment strategies of the
Company; and
• to maintain sufficient liquidity to meet the ongoing dividend policy and expenses of the Company.
.
Note 14: Operating Segments
The Company has one operating segment: Internet-related Businesses. It earns revenue from gains on revaluation of financial assets held at
fair value through profit or loss, interest income and other returns from investment. This operating segment is based on the internal reports
that are reviewed and used by the directors in assessing performance and in determining the allocation of resources. There is no aggregation of
operating segments.
The Company invests in securities recorded as financial assets and marketable securities held at fair value through profit or loss.
55
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Note 15: Cash Flow Information
30 June 2024
$000
30 June 2023
$000
Reconciliation of Cash Flow from Operations with Profit after Income Tax
Profit after income tax
20,674
5,415
Non-operating cash flows in profit:
Unrealised gains on financial assets at fair value through profit or loss
(36,686)
(12,908)
Realised losses/(gains) on financial assets recorded as cash flows from investing activities
492
(206)
Costs related to investment exits
-
29
FX gains relating to investment activities
-
(107)
Increase in trade and other receivables
(51)
(25)
Increase/(decrease) in trade and other payables
6,171
(8,685)
Increase/(decrease) in current tax
7,731
(32,677)
Increase in deferred tax
1,861
5,247
Cash flow from operating activities
192
(43,917)
Note 16: Contingent Liabilities
There were no contingent liabilities at 30 June 2023 and 30 June 2024.
Note 17: Events After the Reporting Period
On 12 August 2024 Bailador announced a $7.7m investment in Hapana, an end-to-end software platform focused on the fitness and wellness
sector. Other than the investment in Hapana, no matter or circumstance has arisen since the end of the year that has significantly affected or
may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent
financial years.
Note 18: Financial Risk Management
The Company’s financial instruments consist mainly of cash (cash at bank) and financial assets designated at fair value through profit or loss,
accounts receivable and payable. The total for each category of financial instrument, measured in accordance with AASB 9: Financial Instruments
as detailed in the accounting policies to these financial statements are as follows:
Note
30 June 2024
$000
30 June 2023
$000
Financial assets
Cash and cash equivalents
9
61,957
57,755
Current marketable securities
4
89,504
54,935
Financial assets at fair value through profit or loss
4
109,021
118,980
Trade and other receivables
10
346
2,580
Total financial assets
260,828
234,250
Financial liabilities
Financial liabilities at amortised cost
11
8,235
231
Total financial liabilities
8,235
231
56
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
ANNUAL REPORT 2024
Financial Risk Management Policies
The Company is exposed to a variety of financial risks as a result of its
activities. These risks include market risk (price risk), credit risk, and
liquidity risk. The Company’s risk management investment policies,
approved by the directors of the responsible entity, aim to assist
the Company in meeting its financial targets while minimising the
potential adverse effects of these risks on the Company’s financial
performance.
Specific Financial Risk Exposures and Management
1. Market Risk
Market risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market
prices. The Company is currently exposed to the following risks as
it presently holds financial instruments measured at fair value and
short-term deposits:
i. Price Risk
The Company is exposed to equity securities price risk. This arises
from investments held by the Company and classified in the
statement of financial position as financial assets at fair value
through profit or loss.
The Company seeks to manage and constrain market risk
by diversification of the investment portfolio across multiple
investments and through use of structural and contractual
protections in its investments such as investing in preference shares
or convertible notes, requiring minority protections in investment
documentation and maintaining active directorships in its
investment companies.
The portfolio is monitored and analysed by the Manager.
The Company’s net equity exposure is set out in Note 4 of the
financial statements.
Sensitivity Analysis
The following table illustrates sensitivities to the Company’s
exposures to changes in equity prices. The table indicates the impact
on how profit and equity values reported at the end of the reporting
period would have been affected by changes in the relevant risk
variable that management consider to be reasonably possible.
30 June 2024
Profit
$000
Equity
$000
+/- 5% in gain on equity investments
1,023
1,023
2. Credit Risk
Exposure to credit risk relating to financial assets arise from the
potential non-performance by counterparties that could lead to a
financial loss to the Company. The Company’s objective in managing
credit risk is to minimise the credit losses incurred mainly on trade
and other receivables.
Credit risk is managed by the Company through maintaining
procedures that ensure, to the extent possible, that counterparties
to transactions are of sound credit worthiness. As the Company
generally does not have trade receivables, receivables are usually
in the order of prepayments for particular services. The Company
ensures prepayments are only made where the counterparty is
reputable and can be relied on to fulfil the service.
The Company’s maximum credit risk exposure at the end of the
reporting period in relation to each class of recognised financial
assets is the carrying amount of those assets as indicated in the
statement of financial position. None of these assets are past due or
considered to be impaired.
The cash and cash equivalents are all held with one of Australia’s
reputable financial institutions.
3. Liquidity Risk
Liquidity risk arises from the possibility that the Company might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. As the Company’s major
cash outflows are the purchase of investments, the level of this is
managed by the Manager. The Company also manages this risk
through the following mechanisms:
• preparing forward-looking cash flow analyses in relation to
operating, investing and financing activities;
• managing credit risk related to financial assets;
• maintaining a clear exit strategy on financial assets; and
• investing surplus cash only with major financial institutions.
Note 19: Fair Value Measurement
a. Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value
information by level of the fair value hierarchy, which categorises fair
value measurements into one of three possible levels based on the
lowest level that an input that is significant to the measure can be
categorised into, as follows:
Level 1
Measurements based on quoted prices (unadjusted) in
active markets for identical assets or liabilities that the
entity can access at the measurement date.
57
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 18: Financial Risk Management (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Level 2
Measurements based on inputs other than quoted prices
included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3
Measurements based on unobservable inputs for the asset
or liability.
The fair values of assets and liabilities that are not traded in an active
market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the
use of observable market data. If all significant inputs required to
measure fair value are observable, the asset or liability is included in
Level 2. If one or more significant inputs are not based on observable
market data, the asset or liability is included in Level 3.
b. Valuation Techniques
In the absence of an active market for an identical asset or liability,
the Company selects and uses one or more valuation techniques to
measure the fair value of the asset or liability. The Company selects
a valuation technique that is appropriate in the circumstances
and for which sufficient data is available to measure fair value. The
availability of sufficient and relevant data primarily depends on the
specific characteristics of the asset or liability being measured. The
valuation techniques selected by the Company are consistent with
one or more of the following valuation approaches:
• Market approach: valuation techniques that use prices and
other relevant information generated by market transactions
for identical or similar assets or liabilities including ongoing
discussions with potential purchasers.
• Income approach: valuation techniques that convert estimated
future cash flows or income and expenses into a single discounted
present value.
• Cost approach: valuation techniques that reflect the current
replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the
assumptions that buyers and sellers would use when pricing the
asset or liability, including assumptions about risks. When selecting a
valuation technique, the Company gives priority to those techniques
that maximise the use of observable inputs and minimise the use
of unobservable inputs. Inputs that are developed using market
data (such as publicly available information on actual transactions)
and reflect the assumptions that buyers and sellers would generally
use when pricing the asset or liability are considered observable,
whereas inputs for which market data is not available and therefore
are developed using the best information available about such
assumptions are considered unobservable.
The Australian Private Equity and Venture Capital Association (AVCAL)
has prepared the International Private Equity and Venture Capital
Guidelines (Valuation Guidelines). The Valuation Guidelines set out
recommendations on the valuation of private equity investments
which are intended to represent current best practice. The directors
have referred to the Valuation Guidelines in order to determine the
“fair value” of the Company’s financial assets.
The “fair value” of financial assets is assumed to be the price that
would be received for the financial asset in an orderly transaction
between knowledgeable and willing but not anxious market
participants acting at arm’s length given current market conditions
at the relevant measurement date. Fair value for unquoted or illiquid
investments is often estimated with reference to the potential
realisation price for the investment or underlying business if it were
to be realised or sold in an orderly transaction at the measurement
date, regardless of whether an exit in the near future is anticipated
and without reference to amounts received or paid in a distressed
sale.
AVCAL suggests that one or more techniques should be adopted to
calculate a private equity investment based on the valuer’s opinion
of which method or methods are considered most appropriate given
the nature, facts and circumstances of the particular investment. In
considering the appropriateness of each technique, AVCAL suggests
the economic substance of the investment should take priority over
the strict legal form.
AVCAL provides guidance on a range of valuation methodologies
that are commonly used to determine the value of private equity
investments in the absence of an active market, including:
• price of recent investments;
• earnings multiples;
• revenue multiples;
• net asset values;
• discounted cash flows of the underlying assets;
• discounted cash flows of the investment; and
• industry valuation benchmarks.
The “price of recent investment” methodology refers to the price at
which a significant amount of new investment into a company has
been made which is used to estimate the value of other investments
in the company, but only if the new investment is deemed to
represent fair value and only for a limited period following the date of
the investment. The methodology therefore requires an assessment
at the measurement date of whether any changes or events during
the limited period following the date of the recent investment have
occurred that imply a change in the investment’s fair value.
A “revenue multiple” methodology is often used as the basis of
valuation for early and development stage businesses. Under
this method, the enterprise value is derived by multiplying the
normalised historical or projected revenue of the business with a
multiple or range of multiples. The multiple or range of multiples
applied should be an appropriate and reasonable indication of
the value of each company, given the company’s size, risk profile
and growth prospects. The multiple or range of multiples is
usually derived from market data observed for entities considered
comparable to the companies being valued.
58
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 19: Fair Value Measurement (continued)
ANNUAL REPORT 2024
c. Financial Instruments
The following table represents a comparison between the carrying amounts and fair values of financial assets and liabilities:
30 June 2024
Carrying Amount
$000
Fair Value
$000
Financial assets:
Cash and cash equivalents
61,957
61,957
Current marketable securities
89,504
89,504
Financial assets
109,021
109,021
Trade and other receivables
346
346
260,828
260,828
Financial liabilities:
Trade and other payables
8,235
8,235
8,235
8,235
d. Recurring and Non-recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within which the Fair Value
Measurements are categorised
Fair Value Measurements at 30 June 2024 Using:
Description
Quoted Prices in
Active Markets for
Identical Assets
$000
(Level 1)
Significant
Observable Inputs
Other than
Level 1 Inputs
$000
(Level 2)
Significant
Unobservable Inputs
$000
(Level 3)
Recurring fair value measurements
Current marketable securities
89,504
-
-
Financial assets at fair value through profit or loss
-
68,321
40,700
89,504
68,321
40,700
Fair Value Measurements at 30 June 2023 Using:
Description
Quoted Prices in
Active Markets for
Identical Assets
$000
(Level 1)
Significant
Observable Inputs
Other than
Level 1 Inputs
$000
(Level 2)
Significant
Unobservable Inputs
$000
(Level 3)
Recurring fair value measurements
Current marketable securities
54,935
-
-
Financial assets at fair value through profit or loss
-
118,980
-
54,935
118,980
-
59
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 19: Fair Value Measurement (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
e. Valuation Techniques and Inputs Used to Determine Level 2 Fair Values
Fair Value at
30 June 2024
$000
Valuation Techniques
Range of
Observable Inputs
RC TopCo
25,824
Price of third-party transaction
Price of third-party transaction
Updoc
19,997
Price of third-party transaction
Price of third-party transaction
DASH
15,000
Price of third-party transaction
Price of third-party transaction
Mosh
7,500
Price of third-party transaction
Price of third-party transaction
f. Valuation Techniques and Inputs Used to Determine Level 3 Fair Values
Fair Value at
30 June 2024
$000
Valuation Techniques
Range of
Observable Inputs
Range of Unobservable
Inputs
Access Telehealth
24,029
Revenue multiple
Revenue multiple
2.0x – 2.3x
Rosterfy
12,437
Revenue multiple
Revenue multiple
4.9x – 5.6x
Nosto
4,234
Revenue multiple
Revenue multiple
3.5x
g. Sensitivity Information
The relationships between the significant unobservable inputs and the fair value are as follows:
Inputs
Impact on Fair Value from
Increase in Input
Impact on Fair Value from
Decrease in Input
Revenue multiple
Increase
Decrease
There were no significant interrelationships between unobservable inputs except as indicated above.
h. Reconciliation of Recurring Fair Value Measurement Amounts (Level 3)
Financial Assets
$000
Opening balance 30 June 2023
-
Transfers in from Level 2
34,515
Investments in Level 3 financial assets
4,070
Gains and losses recognised in profit or loss
2,115
Closing balance 30 June 2024
40,700
60
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
Note 19: Fair Value Measurement (continued)
ANNUAL REPORT 2024
Note 20: Related Party Transactions
Remuneration paid or payable to key management personnel (KMP) of the Company during the period are:
• Management Fees of $4,503,781 (including $109,837 unclaimable GST).
• Performance Fees payable of $7,949,694 (including $193,895 unclaimable GST)
• Directors fees of $224,000 (including $14,000 unclaimable GST).
• Salary and director’s fees paid to KMP by portfolio companies on arms-length terms of $207,750.
Other related party transactions for the Company during the period are:
• Reimbursement of expenses to the Manager of $428,711.
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the
Company’s KMP for the year ended 30 June 2024.
Note 21: Company Details
The principal place of business and registered office of the company is:
Suite 3, Level 20
20 Bond Street
Sydney NSW 2000
61
Notes to the Financial Statements for the Year Ended 30 June 2024 (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
62
Bailador Technology Investments Limited is an investment entity applying the exemption from consolidation described in AASB 10
Consolidated Financial Statements and has no subsidiaries that are not investment entities. As a result it is not required by the Australian
Accounting Standards to prepare consolidated financial statements, and, therefore, section 295(3A)(a) of the Corporations Act 2001 does
not apply to the entity.
Bailador Technology Investments Limited
Consolidated Entity Disclosure Statement As at 30 June 2024
ANNUAL REPORT 2024
In accordance with a resolution of the directors of Bailador Technology Investments Limited, the directors of the Company declare that:
1.
The financial statements and notes, as set out on Pages 42-61, are in accordance with the Corporations Act 2001, and:
a.
comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes
compliance with International Financial Reporting Standards (IFRS); and
b.
give a true and fair view of the financial position as at 30 June 2024 and of the performance for the period ended on that date.
2.
In the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
3.
The CEDS statement as set out on Page 62 is true and correct.
4.
The directors have been given the declarations required by s295A of the Corporations Act 2001.
David Kirk
Director
Paul Wilson
Director
Directors’ Declaration
Dated this 14th day of August 2024
63
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Opinion
We have audited the financial report of Bailador Technology Investments Limited, which comprises the
statement of financial position as at 30 June 2024, the statement of profit or loss and other
comprehensive income, the statement of changes in equity, the statement of cash flows for the year then
ended and notes comprising a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion the accompanying financial report of the Bailador Technology Investments Limited is in
accordance with the Corporations Act 2001, including:
i.
giving a true and fair view of the Company’s financial position as at 30 June 2024 and of its
performance for the year ended on that date; and
ii.
complying with Australian Accounting Standards and the Corporations Regulations 2001
Basis of Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those Standards require that
we comply with relevant ethical requirements relating to audit engagements and plan and perform the
audit to obtain reasonable assurance about whether the financial report is free from material
misstatement. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are independent of the
Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the
ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of
Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to
our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 has been given to
the directors of the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
64
Independent Auditor’s Report
ANNUAL REPORT 2024
Independent Auditor’s Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSSED THE
KEY AUDIT MATTER
Valuation of Investments Portfolio
Refer to:
Note 4 - Marketable Securities & Financial Assets
Accounting policy Note 1(d) & Note 19 Fair Value Measurement
The Company has been classified under AASB 2013-5 as an
Investment Entity whose business purpose is to invest funds
solely for returns via capital appreciation and/or investment
returns.
The entity is exempt from consolidating underlying investees it
controls in accordance with AASB 10 Consolidated Financial
Statements.
As the Company has been classified as an Investment Entity,
the portfolio investments have been accounted for at fair value
through the profit or loss and shown as Financial Assets and
Current Marketable Securities in the Statement of Financial
Position.
In determining year-end valuations, the board considers the
annual valuation review by an independent valuation expert
and the valuation report prepared by the Manager.
Of these financial assets, $89.5 mil were classified as ‘level 1’,
$68.3 mil were classified as ‘level 2’ and $40.7 mil were
classified as ‘level 3’ financial instruments in accordance with
AASB 13 Fair Value Measurement.
The measurement of level 1 marketable securities are based
on quoted prices in active markets.
The measurement of level 2 financial assets are based on
inputs other than quoted prices that are observable for the
asset, either directly or indirectly. The valuation of the level 2
financial instruments therefore requires a higher level of
judgement.
The measurements of level 3 financial assets are based on
unobservable inputs for the asset. This requires a higher level
of judgement.
We have focussed on this area as a key audit matter due to
the company being an investment entity; amounts involved
being material; and the inherent judgement involved in
determining the fair value of investments.
Our procedures included amongst others:
•
Evaluated the manager’s valuation
approach to value the investments; cross
checking
with
growth
achieved
and
comparable market data.
•
Assessed the valuation range to
the manager’s valuation and implied
revenue multiple.
•
Assessed the scope, expertise and
the independence of external valuer
engaged by the Company.
•
Evaluated the appropriateness of
the valuation methodologies selected by
the manager and separately by the
external valuer to determine fair value of
the
investment
to
accepted
market
practices and our industry experience.
•
Independently
assessed
and
compared the key inputs adopted by the
manager and the external valuer to
available market information relating to
similar transactions. We involved our
valuation specialist to assess that the
market data used separately by the
manager and the valuer is reasonable in
comparison to a credible external source;
the
rationale
for
selected
multiples;
reference to market data; revenue growth
rates and other business characteristics
that are reasonable.
•
Assessed
the
adequacy
of
disclosure of level 1, level 2 and level 3
financial assets in accordance with AASB
13 Fair Value Measurement.
65
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSSED THE
KEY AUDIT MATTER
Performance fee accrual
Refer to:
Note 11 – Trade and other payables
Note 20 – Related Party Disclosures
Accounting policy Note 1(g) & Note 5(c)
Bailador Investment Management Pty Ltd (“BIM” or “Manager”)
is entitled to an annual performance fee which is calculated in
accordance with the Management Agreement. As at 30 June
2024, Bailador has accrued for Performance Fee of $7.9 million.
Performance fee is a key audit matter because:
a) It is the single largest liability, excluding tax balances;
b) It is calculated based on various financial criteria
outlined in an agreement with BIM;
c) It is payable when a performance benchmark has
exceeded a specified hurdle return;
d) It can only be paid from available proceeds from
realisation of investments; and
e) It is payable to BIM, which is a related party.
Given the complex calculations involved, the amount involved
and the related party nature of the transaction, we have
determined that the completeness and accuracy of Performance
Fee to be a key audit matter.
Our
procedures
included
amongst
others:
•
Obtained
and
evaluated
the
performance fee calculation prepared by
management;
•
Recalculated the performance fee,
including
the
specified
event
adjustments,
for
accuracy
and
compliance
with
the
Management
Agreement and assessing the correct
application of contract rate;
•
Recalculated
the
performance
benchmark
and
hurdle
return
for
accuracy
and
compliance
with
the
Management Agreement;
•
Verified and tested the key inputs,
including dividends paid, tax payments
and change in net tangible assets for
consistency to the financial report; and
•
Assessed
the
adequacy
of
disclosures
made
in
the
financial
statements
Independent Auditor’s Report (continued)
66
ANNUAL REPORT 2024
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon. Our opinion on the financial report does not cover the other
information and accordingly we do not express any form of assurance conclusion thereon. In connection with
our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australia Accounting Standards and the Corporations Act 2001 and for such
internal control as directors determine is necessary to enable the preparation of the financial report that gives
a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the
financial report, the directors are responsible for assessing the Consolidated Entity’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 the directors either intend to liquidate the Consolidated Entity or to cease operations, or
have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
–
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
–
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
–
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Independent Auditor’s Report (continued)
67
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
–
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
–
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
–
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the Company audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and these are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the remuneration report included in pages 37 to 39 of the directors’ report for the year
ended 30 June 2024.
In our opinion the remuneration report of Bailador Technology Investments Limited for the year ended 30
June 2024 complies with s 300A of the Corporations Act 2001.
Independent Auditor’s Report (continued)
68
ANNUAL REPORT 2024
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Responsibilities
The directors of the company are responsible for the preparation and presentation of the remuneration
report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion
on the remuneration report, based on our audit conducted in accordance with Australian Auditing
Standards.
Hall Chadwick (NSW)
Level 40, 2 Park Street
Sydney, NSW 2000
Stewart Thompson
Partner
Dated: 14 August 2024
69
Independent Auditor’s Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Shareholder Information
70
Additional Information
The additional information required by the Australian Stock Exchange Limited Listing Rules is set out below.
20 Largest Shareholders
Details of the 20 largest ordinary shareholders and their respective holdings as at 30 June 2024.
Holder Name
Ordinary
Shares Held
% of
Issued Shares
Washington H Soul Pattinson and Company Limited
20,000,000
13.64%
David Kirk
10,824,579
7.38%
Citicorp Nominees Pty Limited
8,443,286
5.76%
HSBC Custody Nominees (Australia) Limited
6,521,216
4.45%
Paul Wilson
4,939,661
3.37%
JP Morgan Nominees Australia Limited
4,840,367
3.30%
BNP Paribas Nominees Pty Ltd IB AU NOMS Retail Client
2,569,537
1.75%
Paul Lewis
2,000,000
1.36%
Patagorang Pty Ltd
1,975,422
1.35%
BNP Paribas Nominees Pty Ltd Hub24 Custodial Services Ltd
1,736,238
1.18%
Mrs Virginia Hancock
1,000,000
0.68%
Mr Alan Draper and Mrs Evelyn Draper
968,097
0.66%
Netwealth Investments Limited Wrap Services A/C
957,714
0.65%
Macareus Pty Ltd
802,114
0.55%
Finance Associates Pty Ltd
796,000
0.54%
Merrill Lynch (Australia) Nominees Pty Limited
781,697
0.53%
Mr Sam Morgan
776,057
0.53%
Sharesies Australia Nominee Pty Limited
772,819
0.53%
Invia Custodian Pty Limited Arrakis Family A/C
731,036
0.50%
Mr Simon Fenwick
690,252
0.47%
Total
72,126,092
49.20%
Substantial Shareholders
The names of the substantial shareholders in the Company’s register are:
Ordinary Shares
Washington H Soul Pattinson and Company Limited
20,000,000
David Kirk
10,824,579
ANNUAL REPORT 2024
Distribution of Shares
Analysis of numbers of equity security holders, by size of holding as at 30 June 2024.
Holding
Numbers of
Shareholders
Ordinary
Shares Held
% of
Issued Shares
1 – 1,000
1001
583,801
0.40%
1,001 – 5,000
1532
4,204,159
2.87%
5,001 – 10,000
648
4,985,528
3.40%
10,001 – 100,000
1240
36,935,440
25.20%
100,001 and over
162
99,875,722
68.13%
4,583
146,584,650
100.00%
The number of holders possessing less than a marketable parcel of the Company’s ordinary shares, based on the closing market price as at 30
June 2024 is 323.
Other Stock Exchanges Listing
Quotation has been granted for all ordinary shares and options of the Company on all member exchanges of the ASX.
Restricted Securities
The Company has no restricted securities.
Unquoted Securities
There are no unquoted securities on issue by the Company.
Buy-Back
There is currently no on market buy-back.
71
Shareholder Information (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ANNUAL REPORT 2024
Registered Office
Bailador Technology Investments Limited
Suite 3, Level 20
20 Bond Street
Sydney NSW 2000
www.bailador.com.au
Directors
David Kirk (Chairman)
Paul Wilson
Andrew Bullock
Jolanta Masojada
Brodie Arnhold
Company Secretary
Helen Foley
Manager
Bailador Investment Management Pty Ltd
Suite 3, Level 20
20 Bond Street
Sydney NSW 2000
(AFSL 400811)
Share Registry
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
www.linkmarketservices.com.au
Auditor
Hall Chadwick
Level 40
2 Park Street
Sydney NSW 2000
www.hallchadwick.com.au
ASX
BTI
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Bailador Technology Investments Limited
ABN 38 601 048 275
ACN 601 048 275
Suite 3, Level 20, 20 Bond Street, Sydney NSW 2000
+61 2 9223 2344 | www.bailador.com.au