BCAL DIAGNOSTICS LIMITED
ABN 51 142 051 223
The Companies Announcements Office
The Australian Stock Exchange Limited
SYDNEY
Date: 30 August 2024
APPENDIX 4E
The results for announcement to the market are as follows:-
1.
The reporting period is twelve months to 30 June 2024. The previous reporting period was twelve
months to 30 June 2023.
2.
Key information relating to the above reporting periods is as follows:-
30 June 2024
30 June 2023
% change
$
$
Revenue from ordinary activities
3,098,099
2,852,694
8.6%
Loss from ordinary activities after tax
attributable to members
(6,400,191)
(5,061,755)
(26%)
Net loss attributable to members
(6,400,191)
(5,061,755)
(26%)
Proposed dividend
-
-
Net tangible assets per issued security
$0.0273
$0.0246
11%
3 to 6. See attached financials.
7.
No dividends have been paid or are proposed.
8.
There is no dividend reinvestment plan.
9.
Net tangible assets per security $0.0273 (2023; $0.0246).
10.
Acquisition or disposal of any entities occurring during the financial year.
Nil
11.
Any other significant information needed by an investor to make an informed assessment of the
Group’s financial performance and financial position.
Included in this document.
12.
The Company is not a foreign entity.
13.
Commentary on the results
See commentary below and in the financial report.
14.
The audited financial statements are attached. There is no modification of audit opinion.
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COMMENTARY ON RESULTS FOR THE YEAR
During financial year 2024 BCAL made significant progress across all aspects of the business as it works
towards the near term commercial launch of its proprietary blood test BREASTEST®.
BCAL significantly increased the number of clinical partnerships with breast cancer specialists and
healthcare providers enabling the acceleration of breast cancer sample collection that underpins our
program. The patient samples and clinical partnerships underpin BCAL’s clinical studies and the
development of clinical evidence. Key to this is the selection and validation of the lipid panel and
diagnostic algorithm that makes up BREASTEST®. Substantial investment in the latest sample analysis
technology for BCAL’s commercial laboratory in Sydney drives the planned commercial sample analysis
capacity to meet the expected clinical and patient driven demand for BREASTEST®. The laboratory is
on track to obtain NATA accreditation in September this year.
The Australian market entry strategy has been developed, and BCAL has appointed Kim Kirkham as the
National Clinical Program Director. Kim has an excellent track record of success in bringing new
products to market to the Australian breast cancer network. Kim will lead sales and clinical
engagement.
The Company’s IP portfolio continues to grow, with several patents and trademarks progressing
through to grant and registration in a number of targeted jurisdictions.
Importantly, BCAL has the funds in place to complete the final stages of its launch strategy as it works
with its network of Key Opinion Leaders, commercial, and community partners. Moreover, the funding
has also enabled BCAL to secure laboratory facilities in North Carolina underpinning the company’s
plan for research and development in the US. The US laboratory is expected to open on 2 September
2024. Commensurate with the securing of laboratory facilities in the US, BCAL has appointed Dr Klaus
Peter Adam as the fulltime Director of the US Research and Product Development program. Dr Adam
is a highly credentialled scientist, specializing in the area of metabolomics and lipidomics. He will not
only bring further expertise to BCAL’s enhancing BCAL’s global research recognition and capability.
BCAL has also appointed Ms Cory Dunn (Consultant) to the US team, bringing a wealth of marketing
experience and knowledge of US breast cancer networks.
BCAL has been driving collaboration programs with key physicians in targeted sites with the first two
sites, Michigan and Chicago completed and more sites in process.
Scientific Progress
In July 2023, BCAL completed a sponsored clinical study in collaboration with Precion Inc of North
Carolina (USA). The study included a total of 656 samples, being 390 breast cancer patients and 266
healthy controls and achieved a sensitivity of 90% and a specificity of 85.5%. These results were
comparable to the results generated in BCAL’s own laboratory. This provides evidence highlighting
reproducibility and transferability of the technology underpinning BREASTEST’s potential. The results
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indicate that the BREASTEST® me can be replicated across platforms and across laboratories with the
potential for use in commercial operations in other countries.
Additional studies are underway to provide the performance evidence that will drive the commercial
readiness for BREASTEST®. These include studies to verify test repeatability of test performance and to
ensure sample integrity from blood collection through to patient test results.
Other studies of central importance that were completed during FY24 included the verification of
BCAL’s lipid signature test in an Australian population, also known as the SENSIBLE studies. Using
prospectively collected Australian samples, the SENSIBLE-1 and SENSIBLE-2 studies has enabled the
refinement of the lipid panel proposed for inclusion in BREASTEST®. Patient recruitment and sample
collection for SENSIBLE-3 nears completion and is expected to provide additional performance
evidence. This study aims to finalise the lipid panel selection and optimise the diagnostic algorithm for
BREASTEST®.
Formal clinical validation is now required with results expected to be published in a peer reviewed
clinical and scientific journal. The BREASTEST® validation study provides the evidence using the
BREASTEST® commercial protocols from sample collection through to patient result formulation on
intended patient populations. BCAL has opened recruitment for this study across sites in Sydney and
Melbourne. Publication of the BREASTEST® Validation Study is expected to drive commercial launch,
market penetration and support future regulatory filings.
An important component of developing novel technologies is the peer-reviewed publication of the
research that underpins the product/s under development. BCAL is diligently working to compile
multiple original research articles that describe the discovery and development of BREASTEST®. BCAL
anticipates the publication of its first original research paper in a highly respected, peer-reviewed
journal during Q1 FY25. The strength of the science that underpins BREASTEST® will be included in a
further four peer-reviewed publications planned for submission by the end of FY25. These publications
will support market access strategies and submissions to global regulatory bodies.
Laboratory Accreditation and regulatory pathway
BCAL is developing BREASTEST® as a Laboratory Developed Test (LDT, in USA), or in-house in vitro
diagnostic (in-house IVD, in Australia), which means the test will be performed at BCAL’s laboratory in
Sydney or any other laboratories with approval. To achieve this in Australia, BCAL’s laboratory must
attain NATA accreditation under ISO 15189 and meet the NPAAC standards. This accreditation verifies
that the laboratory meets the required standards for developing and performing in-house IVDs. NATA's
certification will ensure that the processes and products comply with stringent regulatory
requirements, thereby supporting BCAL’s commitment to quality and adherence to industry standards.
During the year, BCAL implemented the necessary procedures and quality systems to meet these
rigorous accreditation requirements and expects NATA accreditation to be received in
September/October 2024.
Sample Collection Progress
Support from clinicians at cancer care centres in Sydney and Melbourne has been instrumental in
achieving high subject recruitment and sample collection rates. These diverse samples are crucial for
the development of BREASTEST®.
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To date, over 5,000 samples from biopsy-confirmed breast cancer patients and healthy controls have
been collected from Europe, Australia, and the U.S. These samples, along with their associated
metadata, are largely stored in BCAL’s biorepository system at North Ryde, Sydney.
To further enhance sample diversity, BCAL has partnered with the KIMS Institute and Indo American
Hospital in Hyderabad, India, to conduct a feasibility study to determine BREASTEST® performance in
an Indian population.
Intellectual Property
BCAL achieved significant intellectual property milestones during FY24. The Company advanced patent
prosecution for technologies licensed from the University of Louisville across Europe, the United
States, and Canada. A European patent was granted, increasing the number of granted patents in the
portfolio to eight. BCAL also continued to prosecute two BCAL-owned patent families that are strongly
aligned to the technology and methods that form BREASTEST®. Accelerated examination of one of
these patents in Australia will lead to the first BCAL-owned patent being granted. Importantly, this will
protect intellectual property that underpins BREASTEST® at product launch in Australia. Additional
provisional patents will be filed in FY25 that will further strengthen the BREASTEST® patent base, in line
with BCAL’s commercial strategy.
The Company also secured Australian trademark registration for the name of its first product,
BREASTEST®, with applications pending in key global markets including the United States, United
Kingdom, Europe, China, India, Canada, South Korea and New Zealand. The BCAL Dx® mark is now
registered in Australia, the United Kingdom, EU and China.
Key Opinion Leader Network
In November 2023 BCAL established a National Key Opinion Leader network comprising nationally
recognised breast cancer specialists who are committed to collaborating with BCAL to address the
intricate patient needs ahead of the BREASTEST® commercial launch. Pleasingly, this network has
continued to grow throughout the financial year, with two additional renowned breast oncologists
joining in June 2024. The KOL network has been instrumental in guiding BCAL’s development activities,
shaping market access strategies, and accelerating sample collection.
Industry Participation to Broaden Exposure
BCAL continued to enhance its scientific profile through active participation in key industry
conferences. In July 2023, well-known Sydney breast surgeon Associate Professor Sanjay Warrior
presented a paper including BCAL’s scientific advancements and the potential integration of
BREASTEST® into the breast cancer screening process at the Breast Cancer Trials Annual Scientific
Meeting.
The Company also presented research findings at the American Association of Clinical Chemists (AACC)
and the Australasian Association for Clinical Biochemistry and Laboratory Medicine (AACB)
conferences.
In December 2023, BCAL was recognised with the selection of its poster, "Development of an Artificial
Intelligence-based Breast cancer detection model using Plasma Lipidomic Signature," for a
presentation at the prestigious San Antonio Breast Cancer Conference. This platform allowed BCAL to
showcase its pioneering research to a global audience of leading breast cancer experts.
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These presentations are crucial for elevating BCAL’s scientific standing, fostering interest in
BREASTEST® and gaining acceptance within the medical community, which are fundamental to the
successful commercialisation of BREASTEST®.
Community Partnerships
In November 2023, BCAL hosted a valuable panel discussion with A/Prof Sanjay Warrier, Dr Cindy Mak,
Prof Mary Rickard and So Brave founder Rachelle Panitz. The event was led by Breast Cancer survivor
and advocate, Claire Fabb and was attended by key media and medical professionals. In March 2024,
BCAL's Executive Chair, Jayne Shaw, participated in high-profile panels for International Women's Day.
BCAL has established partnerships with breast cancer advocacy groups like SoBrave, Sydney Breast
Cancer Foundation, and Pink Hope.
Outlook
The Board and Management are delighted with the progress BCAL has made this year as the Company
readies itself for the Australian launch of BREASTEST®.
REVENUE
BCAL’s revenue is largely comprised of the research and development (R&D) tax offset. The research
and development claim for 2024 has been estimated at approximately $2,500,000 and the claim will
be finalised with the 2024 income tax return.
EXPENDITURE
Expenditure for the year increased to $9,498,270 (2023: $7,914,449) with the establishment of the
laboratory and building out of the team as the Company accelerates its programme to bring
BREASTEST® to market.
Research and development expenditure amounted to $4,474,806 (2023: $4,474,806) which was in line
with the prior year.
BALANCE SHEET AND CASH FLOW
The Company had $6,472,988 in cash and term deposits as at 30 June 2024. A further ~$4 million was
received subsequent to year end relating to tranche 2 of the capital raise announced in June 2024.
Operating cash outflow for the year of $4,523,085 (2023: $6,048,091) largely reflected the result for
the year and the receipt of the R&D tax offset for the 2023 financial year of $3,046,979.
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BCAL Diagnostics Limited
2024 Financial Report
1
bcaldiagnostics.com
Table of Contents
Page
Chairman’s Letter
2
Operations Report
4
Directors' Report
8
Corporate Governance
20
Auditor’s Independence Declaration
21
Statement of Profit or Loss and Other Comprehensive Income
22
Statement of Financial Position
23
Statement of Changes in Equity
24
Statement of Cash Flows
25
Consolidated Entity Disclosure Statement 25
Notes to the Financial Statements
26
Directors' Declaration
45
Independent Auditor's Report to the Members
46
Supplementary information
51
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With more than 2 million cases of breast cancer diagnosed globally each year, a substantial
opportunity exists for BCAL to improve patient outcomes with the commercialisation of our
diagnostic blood test BREASTEST®. Current limitations in breast cancer detection hinder timely
diagnosis for many people with standard screening methods such as mammography being
uncomfortable, subject to workforce challenges, limited in accessibility and expose patients to
radiation. These current shortcomings contribute to the significantly lower uptake of evaluation
for breast cancer. Breast density and outdated technology contribute to high recall rates and
false positives, ultimately adversely impacting patient experience and outcomes. We all agree
we need a better diagnostic test.
Over the past ten years BCAL has been focussed on the research and development of its
diagnostic blood test for better detection and management of breast cancer, with results to
date demonstrating strong performance. This performance has provided us with the opportunity
to make a significance difference to the lives of women who are being evaluated for breast
cancer and especially those who come into personal contact with breast cancer.
FY24 marked the beginning of BCAL’s transition from a research and development company to
becoming a commercial healthcare service provider with the Company on track to receiving
its first revenues shortly following commercial launch in Australia.
Crucial to this transition has been our continued successful scientific progress, with BCAL now in
the process of building and evaluating our commercial product BREASTEST®. Generating
performance evidence from our study, SENSIBLE-3 is nearing completion of recruitment in
Australia. The clinical validation studies for a commercial product BREASTEST® are underway and
will be important in defining our commercial offering. Our state-of-the-art clinical laboratory is
on track for NATA accreditation with our audit scheduled for mid-September 2024.
Dear Shareholders
On behalf of the board of directors of BCAL
Diagnostics
Limited
(“BCAL”
or
“the
Company”), it is my pleasure to report to you
on the financial year end to 30 June 2024
(“FY24”) during which time the Company has
focused on building the foundations for the
successful commercial launch of BREASTEST®.
Jayne Shaw, Dr John Hurrell and Shane Ryan
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Since the start of the financial year we were delighted to raise new capital via two follow-on
capital raises. In August 2023 we raised $3.0 million with funds used to support clinical studies,
laboratory development and general working capital. In June/July 2024 we raised $10.5 million
to total $13.5 million. This new capital will be instrumental in driving our near term
commercialisation and Australian market launch of BREASTEST®. The funds will also facilitate the
recently announced expansion of research and development into the US that will ultimately
support our aspiration to have a commercial sales programme in the US market.
This strategic investment will allow us to scale our sample collection and commercial laboratory
capabilities in Australia, simultaneously positioning us to secure further commercial partnerships
within Australia allowing for a more rapid acceleration of our strategy.
Building out our commercial team for market entry has been paramount. In August 2023, Shane
Ryan joined us as Chief Operating Officer. In April 2024 Shane was appointed Chief Executive
Officer to lead BCAL to commercialisation and former CEO Dr John Hurrell moved to non-
executive director and consultant. David Darling was appointed as Non-Executive Director,
further strengthening our board. We thank Dr Merilyn Sleigh, who stepped down as a non-
executive director at the end of February 2024, for her very valued contribution.
We continue to rapidly advance our clinical and market entry strategy, collaborating with
healthcare industry leaders and advancing discussions with potential healthcare partners to
bring our breast cancer blood test, BREASTEST®, to market fulfilling the Company’s mission of
improving diagnostic outcomes for this cancer.
On behalf of the board, I would like to thank our dedicated BCAL team for their extraordinary
efforts this year in readying the business for commercialisation. We also extend our thanks to the
healthcare professionals and advisors collaborating with us, as well as to the patients who
generously contribute samples to drive scientific and product development progress, and my
personal thanks to my fellow Board members for their dedication and contributions.
Finally, we thank you our shareholders for your continued support. We are so proud of our
progress to date and look forward to hitting our milestone for commercial launch of BREASTEST®
in late 2024.
Warm Regards,
Jayne Shaw
Executive Chair, BCAL Diagnostics
30 August 2024
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OPERATIONS REPORT
During financial year 2024 BCAL made significant progress across all aspects of the business as it
works towards the near term commercial launch of its proprietary blood test BREASTEST®.
BCAL significantly increased the number of clinical partnerships with breast cancer specialists
and healthcare providers enabling the acceleration of breast cancer sample collection that
underpins our program. The patient samples and clinical partnerships underpin BCAL’s clinical
studies and the development of clinical evidence. Key to this is the selection and validation of
the lipid panel and diagnostic algorithm that makes up BREASTEST®. Substantial investment in the
latest sample analysis technology for BCAL’s commercial laboratory in Sydney drives the
planned commercial sample analysis capacity to meet the expected clinical and patient driven
demand for BREASTEST®. The laboratory is on track to obtain NATA accreditation in
September/October this year.
The Australian market entry strategy has been developed, and BCAL has appointed Kim
Kirkham as the National Clinical Program Director. Kim has an excellent track record of success
in bringing new products to market to the Australian breast cancer network. Kim will lead sales
and clinical engagement.
The Company’s IP portfolio continues to grow, with several patents and trademarks progressing
through to grant and registration in a number of targeted jurisdictions.
Importantly, BCAL has the funds in place to complete the final stages of its launch strategy as it
works with its network of Key Opinion Leaders, commercial, and community partners. Moreover,
the funding has also enabled BCAL to secure laboratory facilities in North Carolina underpinning
the company’s plan for research and development in the US. The US laboratory is expected to
open on 2 September 2024. Commensurate with the securing of laboratory facilities in the US,
BCAL has appointed Dr Klaus Peter Adam as the fulltime Director of the US Research and Product
Development program. Dr Adam is a highly credentialled scientist, specializing in the area of
metabolomics and lipidomics. He will not only bring further expertise to BCAL’s enhancing
BCAL’s global research recognition and capability. BCAL has also appointed Ms Cory Dunn
(Consultant) to the US team, bringing a wealth of marketing experience and knowledge of US
breast cancer networks.
BCAL has been driving collaboration programs with key physicians in targeted sites with the first
two sites, Michigan and Chicago completed and more sites in process.
Scientific Progress
In July 2023, BCAL completed a sponsored clinical study in collaboration with Precion Inc of North
Carolina (USA). The study included a total of 656 samples, being 390 breast cancer patients and
266 healthy controls and achieved a sensitivity of 90% and a specificity of 85.5%. These results
were comparable to the results generated in BCAL’s own laboratory. This provides evidence
highlighting reproducibility and transferability of the technology underpinning BREASTEST’s
potential. The results indicate that the BREASTEST® can be replicated across platforms and
across laboratories with the potential for use in commercial operations in other countries.
Additional studies are underway to provide the performance evidence that will drive the
commercial readiness for BREASTEST®. These include studies to verify test repeatability of test
performance and to ensure sample integrity from blood collection through to patient test results.
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Other studies of central importance that were completed during FY24 included the verification
of BCAL’s lipid signature test in an Australian population, also known as the SENSIBLE studies. Using
prospectively collected Australian samples, the SENSIBLE-1 and SENSIBLE-2 studies has enabled
the refinement of the lipid panel proposed for inclusion in BREASTEST®. Patient recruitment and
sample collection for SENSIBLE-3 nears completion and is expected to provide additional
performance evidence. This study aims to finalise the lipid panel selection and optimise the
diagnostic algorithm for BREASTEST®.
Formal clinical validation is now required with results expected to be published in a peer
reviewed clinical and scientific journal. The BREASTEST® validation study provides the evidence
using the BREASTEST® commercial protocols from sample collection through to patient result
formulation on intended patient populations. BCAL has opened recruitment for this study across
sites in Sydney and Melbourne. Publication of the BREASTEST® Validation Study is expected to
drive commercial launch, market penetration and support future regulatory filings.
An important component of developing novel technologies is the peer-reviewed publication of
the research that underpins the product/s under development. BCAL is diligently working to
compile multiple original research articles that describe the discovery and development of
BREASTEST®. BCAL anticipates the publication of its first original research paper in a highly
respected, peer-reviewed journal during Q1 FY25. The strength of the science that underpins
BREASTEST® will be included in a further four peer-reviewed publications planned for submission
by the end of FY25. These publications will support market access strategies and submissions to
global regulatory bodies.
Laboratory Accreditation and regulatory pathway
BCAL is developing BREASTEST® as a Laboratory Developed Test (LDT, in USA), or in-house in vitro
diagnostic (in-house IVD, in Australia), which means the test will be performed at BCAL’s
laboratory in Sydney or any other laboratories with approval. To achieve this in Australia, BCAL’s
laboratory must attain NATA accreditation under ISO 15189 and meet the NPAAC standards. This
accreditation verifies that the laboratory meets the required standards for developing and
performing in-house IVDs. NATA's certification will ensure that the processes and products
comply with stringent regulatory requirements, thereby supporting BCAL’s commitment to
quality and adherence to industry standards. During the year, BCAL implemented the necessary
procedures and quality systems to meet these rigorous accreditation requirements and expects
NATA accreditation to be received in September/October 2024.
Sample Collection Progress
Support from clinicians at cancer care centres in Sydney and Melbourne has been instrumental
in achieving high subject recruitment and sample collection rates. These diverse samples are
crucial for the development of BREASTEST®.
To date, over 5,000 samples from biopsy-confirmed breast cancer patients and healthy controls
have been collected from Europe, Australia, and the U.S. These samples, along with their
associated metadata, are largely stored in BCAL’s biorepository system at North Ryde, Sydney.
To further enhance sample diversity, BCAL has partnered with the KIMS Institute and Indo
American Hospital in Hyderabad, India, to conduct a feasibility study to determine BREASTEST®
performance in an Indian population.
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Intellectual Property
BCAL achieved significant intellectual property milestones during FY24. The Company advanced
patent prosecution for technologies licensed from the University of Louisville across Europe, the
United States, and Canada. A European patent was granted, increasing the number of granted
patents in the portfolio to eight. BCAL also continued to prosecute two BCAL-owned patent
families that are strongly aligned to the technology and methods that form BREASTEST®.
Accelerated examination of one of these patents in Australia will lead to the first BCAL-owned
patent being granted. Importantly, this will protect intellectual property that underpins
BREASTEST® at product launch in Australia. Additional provisional patents will be filed in FY25 that
will further strengthen the BREASTEST® patent base, in line with BCAL’s commercial strategy.
The Company also secured Australian trademark registration for the name of its first product,
BREASTEST®, with applications pending in key global markets including the United States, United
Kingdom, Europe, China, India, Canada, South Korea and New Zealand. The BCAL Dx® mark is
now registered in Australia, the United Kingdom, EU and China.
Key Opinion Leader Network
In November 2023 BCAL established a National Key Opinion Leader network comprising
nationally recognised breast cancer specialists who are committed to collaborating with BCAL
to address the intricate patient needs ahead of the BREASTEST® commercial launch. Pleasingly,
this network has continued to grow throughout the financial year, with two additional renowned
breast oncologists joining in June 2024. The KOL network has been instrumental in guiding BCAL’s
development activities, shaping market access strategies, and accelerating sample collection.
Industry Participation to Broaden Exposure
BCAL continued to enhance its scientific profile through active participation in key industry
conferences. In July 2023, well-known Sydney breast surgeon Associate Professor Sanjay Warrior
presented a paper including BCAL’s scientific advancements and the potential integration of
BREASTEST® into the breast cancer screening process at the Breast Cancer Trials Annual Scientific
Meeting.
The Company also presented research findings at the American Association of Clinical Chemists
(AACC) and the Australasian Association for Clinical Biochemistry and Laboratory Medicine
(AACB) conferences.
In December 2023, BCAL was recognised with the selection of its poster, "Development of an
Artificial Intelligence-based Breast cancer detection model using Plasma Lipidomic Signature,"
for a presentation at the prestigious San Antonio Breast Cancer Conference. This platform
allowed BCAL to showcase its pioneering research to a global audience of leading breast
cancer experts.
These presentations are crucial for elevating BCAL’s scientific standing, fostering interest in
BREASTEST® and gaining acceptance within the medical community, which are fundamental to
the successful commercialisation of BREASTEST®.
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Community Partnerships
In November 2023, BCAL hosted a valuable panel discussion with A/Prof Sanjay Warrier, Dr Cindy
Mak, Prof Mary Rickard and So Brave founder Rachelle Panitz. The event was led by Breast
Cancer survivor and advocate, Claire Fabb and was attended by key media and medical
professionals. In March 2024, BCAL's Executive Chair, Jayne Shaw, participated in high-profile
panels for International Women's Day.
BCAL has established partnerships with breast cancer advocacy groups like SoBrave, Sydney
Breast Cancer Foundation, and Pink Hope.
Outlook
The Board and Management are delighted with the progress BCAL has made this year as the
Company readies itself for the Australian launch of BREASTEST®.
Shane Ryan
Chief Executive Officer
30 August 2024
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DIRECTORS' REPORT
Your directors present their report together with the financial statements on BCAL Diagnostics
Limited (the “Company” or “BCAL Diagnostics”) for the year ended 30 June 2024.
Directors
The following persons were directors of BCAL Diagnostics Limited during the financial year or as
at the date of this report:
Jayne Shaw
Executive Chair
Ronald Phillips
Non-executive Director
Jonathan Trollip
Non-executive Director
Mark Burrows
Non-executive Director
John Hurrell
Non-executive Director (appointed 2 April 2024)
David Darling
Non-executive Director (appointed 1 March 2024)
Merilyn Sleigh
Non-executive Director (resigned 29 February 2024)
Information on Directors as at Report Date
Jayne Shaw (Executive Chair)
Ms Jayne Shaw was appointed as a Director on 15 February 2010.
Trained as a Registered Nurse in the UK, on arrival in Australia Jayne became a Director of Nursing
and Chief Executive Officer of two private hospitals. Following this, Ms Shaw established an
Australian and international consulting business which was sold to Healthsouth a large US
Healthcare company.
Ms Shaw then became the Co-founder of Vision Group, an Opthalmic Doctor equity
consolidation model that was successfully listed on the ASX. Ms Shaw has been a member of a
number of private healthcare boards involved with specialist consolidation including cardiology,
orthopaedics, and women’s health, and continued to work with private equity firms on local and
International Healthcare transactions.
Ms Shaw, together with Mr Ronald Phillips, was a co-owner of Sydney Breast Clinic and a co-
founder of BCAL Diagnostics. Current listed company Board positions are Corum Group Ltd (ASX:
COO) since October 2020 and PharmX Technologies Ltd (ASX: PHX) since 15 October 2020.
Shares held as at date of this report: 31,914,418
Ronald Phillips AO (Non-executive Director)
Mr Phillips was appointed a Director on 15 February 2010.
Following 15 years in the NSW Parliament which included serving as Minister for Health and
Deputy Leader of the Opposition, Mr Phillips developed a successful consulting business in the
Health and Aged Care Industry.
His business interests included co-owner and Managing Director of Sydney Breast Clinic which
he sold to Healthscope. He recently retired as Chair of the Sydney Local Health District and as
Director of Westmead IVF. Mr Phillips has had no other listed entity directorships in the last three
years.
Shares held as at date of this report: 28,937,205
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Mr Phillips is a member of the Audit and Risk Management Committee and Chair of the
Remuneration and Nomination Committee.
Jonathan Trollip (Non-executive Director)
Mr Trollip was appointed a Director on 23 December 2020.
Mr Trollip is a globally experienced professional non-executive Director with over 30 years of
commercial, corporate, governance and legal and transactional expertise.
Mr Trollip is currently non-executive Chairman of ASX listed Staude Global Value Fund Limited,
Plato Income Maximiser Limited, Spheria Emerging Companies Limited and a non-executive
director of ASX and LSE listed Kore Potash PLC. Mr Trollip was previously chairman of ASX listed
Future Generation Australia Limited (6/10/2017 to 31/8/2022) and ,a director of ASX listed Propel
Funeral Partners Limited (19/9/2017 to 6/5/2022). and Yellow Holdings Limited (5/12/2019 to
1/4/2023).
Mr Trollip has postgraduate degrees in economics and law and is a Fellow of the Australian
Institute of Company Directors. He has a keen interest in the not-for-profit sector, is chairman of
the PNI Foundation and is involved at board level and a contributor with various other not for
profit organisations in Australia and Southern Africa in the education sector and in wildlife
conservation.
Mr Trollip is the Chair of the Audit and Risk Management Committee and a member of the
Remuneration and Nomination Committee.
Shares held as at date of this report: 5,303,442
Mark Burrows (AO) (Non-executive Director)
Mr Mark Burrows was appointed a Director on 21 July 2021.
Mr. Burrows is an advocate for early diagnosis of breast cancer and other cancers. He has
enjoyed a long and distinguished career in investment banking both in Australia and the UK. Mr.
Burrows cofounded Baring Brothers Burrows & Co in Australia in the early 80s. In 1999 he was
appointed the Managing Director / Deputy Chairman of ING Barings in London. In 2004, Mark
joined Lazard as a Managing Partner and in 2006 returned to Australia and was appointed
Lazard Australia’s inaugural Chairman. Mr. Burrows returned to investment banking in 2011 as
Vice Chairman of Credit Suisse’s Global Investment Bank.
During his extensive investment banking career, Mr. Burrows has been the principal financial
advisor to some of the most significant and transformative corporate and government
transactions in Australia. Mr. Burrows has served as a non-executive director on several
Australasian and UK public companies including Chairman and Deputy Chair of Brambles,
Fairfax Media and Telstra. Mr Burrows has had no other listed entity directorships in the last three
years.
Since the Rio Earth Summit in 1992, Mr. Burrows has also been an advocate of global financial
institutions’ Private Sector involvement in sustainable development. Over this period, Mr. Burrows
has retained a number of roles advising United Nations, G20 and corporates on climate initiatives
relating to the financial sector. From 2017 to 2020, Mr. Burrows was a Senior Advisor to Macquarie
Bank, on climate finance and renewable energy. Mr Burrows currently retains a role as a senior
advisor to UNEP, UNDP, The Green Finance Initiative in London and is on the Asian Council of The
Nature Conservancy. He is also a Senior Advisor to the G20 Sustainability Group.
Mr Burrows is a member of the Audit and Risk Management Committee.
Shares held as at date of this report : 1,450,000. Unlisted options held as at date of report: Nil.
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John Hurrell (Non-executive Director)
Dr John Hurrell was appointed a director on 2 April 2024, and was Chief Executive Officer of the
Company up until this date.
Dr Hurrell has developed and successfully commercialized multiple products and services in life
sciences and diagnostics over a career in the industry spanning more than 35 years. He has
developed and managed start-up and early-stage companies including successful life science
companies based on university-developed technologies.
Most notably Dr Hurrell spent almost 7 years in managerial and executive roles with NYSE-listed,
Fortune 500 clinical laboratory company Quest Diagnostics. Within Quest’s subsidiary Focus
Diagnostics, he led the development and launch of more than 70 molecular diagnostics tests
and successfully gained 510(k) approvals for 6 products. He also served as VP of Business
Development at Quest Diagnostics.
Other previous roles include Senior Vice President, US R&D Operations for Boehringer Mannheim,
now Roche Diagnostics, a remote chronic disease patient management company with a focus
on diabetes and kidney disease, President of the Asia/Pacific region and Head of International
Sales for PTS Diagnostics, a diabetes and wellness company based in Indiana, USA, and Senior
Executive Vice President International Business for Seegene Inc., a multinational molecular
diagnostics company focusing on infectious disease, based in Seoul, South Korea.
Shares held as at date of this report: 5,512,500
Performance rights held as at date of report: 1,750,000.
David Darling (Non-executive Director)
David Darling is a highly credentialed leader and executive who brings a wealth of commercial
experience from his prior role as CEO of Pacific Edge, a NZX50 and ASX listed business focused
on commercialising its bladder cancer diagnostics tests across global markets, with commercial
operations in New Zealand, Australia, Singapore and the USA. Prior to Pacific Edge, Mr Darling
held senior management positions with Fletcher Challenge.
Mr Darling has a background as a scientist with a specialty in genetics and has more than three
decades of experience in developing and commercialising life sciences and biotechnology
products.
Mr Darling has dedicated his career to building and growing companies across the life sciences
and
biotechnology
sectors
where
he
focused
on
the
growth
and
international
commercialisation of these start-up and young companies. Mr Darling also brings a wealth of
governance and executive management experience having served as a director of Pacific
Edge and its subsidiary businesses in New Zealand, Australia, Singapore and the USA. He is also
a board director on a number of private business and organisation boards.
Shares held as at date of this report : Nil
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Company Secretary
Guy Robertson, B. Com (Hons), CA
Mr Robertson was appointed as Company Secretary and Chief Financial Officer on 16 March
2021.
Mr Robertson has held a number of senior roles within the Jardine Matheson group of companies
in Australia and Hong Kong including General Manager of Finance for Franklins Supermarkets in
Australia, Chief Operating Officer and Chief Financial Officer for Colliers Jardine Asia Pacific
based in Hong Kong and Chief Financial Officer and Managing Director (NSW) for Jardine Lloyd
Thompson.
Principal Activities and Strategy
The Company’s core activity is the development of a novel blood screening test to improve the
early diagnosis and monitoring of breast cancer that is safe, cost effective, accurate and
available to all women regardless of age, race and geographic location.
Dividends
No dividends were paid to members during the financial year (2023: $Nil).
Review of Operations
Ongoing Activities
During financial year 2024 BCAL Diagnostics made significant progress across all aspects of the
business as it works towards the commercial launch of its proprietary blood test BREASTEST®. The
Company remains on track to launch the blood test at the end of 2024.
BCAL Diagnostics significantly increased the number of clinical partnerships with breast cancer
enabling the acceleration of breast cancer sample collection which has accelerated the
overall program. This has allowed BCAL to conduct the necessary studies to commence the
important task of developing the lipid panel and diagnostic algorithm for BREASTEST®, via the
SENSIBLE studies. Substantial investment in the latest technology for BCAL’s laboratory in Sydney
brings vital capacity to meet demand for BREASTEST®. The laboratory is also on track to obtain
NATA accreditation via a NATA assessment due to occur in mid-September 2024. The
Company’s IP portfolio continues to grow, with several patents and trademarks progressing
through to grant and registration, respectively.
Importantly, BCAL Diagnostics has the funds in place to complete the final stages of its launch
strategy as it works with its network of Key Opinion Leaders, commercial, and community
partners. Moreover, the funding has also enabled BCAL to secure its own laboratory in North
Carolina, super-charging the US strategy. The US laboratory is expected to open on 2 September
2024.
.
.
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The business is subject to a number of risks including:
•
Sufficiency of funding: BCAL has finite financial resources. While the Company has
successfully raised capital during the year, it is expected that it may need to raise
capital in due course to facilitate a commercial launch in the US and thereafter global
expansion.
•
Reliance on key personnel: BCAL employs a number of key management and scientific
personnel, and the Company’s future depends on retaining and attracting suitably
qualified personnel. The Company has the ability to contract additional resources if
required.
•
Regulatory: Commercialisation of the Company’s products is, in the longer term, subject
to regulatory approval, including the TGA or United States Food and Drug Administration
(FDA). Changes in relevant laws could affect the Company’s clinical trials and product
commercialisation. The Company is developing an inhouse developed test (LDT) and
continues to monitor changes in legislation.
•
Intellectual Property: While the Company has acquired rights to various patent
applications and is actively protecting intellectual property developed in-house, there is
a risk that current or future patent applications may not protect all aspects of the BCAL
product.
•
General risks: The Company is subject to the risk of general economic conditions which
are beyond the control of the Company.
Operating Results
The net loss after tax for the year was $6,400,191 (2023: loss $5,061,755).
Shareholder equity increased to $8,588,425 (2023: $5,213,765) reflecting capital raises and the
result for the year.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the Company other than as outlined
in this report.
Matters Subsequent to Balance Date
On 3 June 2024 the Company announced a capital raising of $10.5 million through the issue of
105 million new shares at $0.10 per share. 62 million shares were issued on 11 June 2024. The
balance of the shares 43 million were issued on 23 July 2024, raising a further $4.3 million, before
costs, following shareholder approval at a meeting held on 15 July 2024.
On 28 August 2024 the Company announced the establishment of a North Carolina USA
incorporated wholly owned subsidiary,, BCAL Diagnostics, Inc which will commence research
operations in the USA on 2 September 2024.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or
may significantly affect:
a) the Company’s operations in future financial years; or
b) the results of those operations in future financial years; or
c) the Company’s state of affairs in future financial years.
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Likely Developments and Expected Results of Operations
In the 2025 financial year the Company is focusing on commercialising a blood-based test for
detection of breast cancer in Australia and will also be continuing associated research and
development activities both in Australia and in the USA.
As result of significant progress in the 2024 financial year, the Company is well positioned for the
Australian launch of BREASTEST® by the end of 2024.
Environmental regulation
The Company’s operations are not subject to any significant environmental regulation under
either Commonwealth or State legislation. The Board considers that adequate systems are in
place to manage the Company's obligations and is not aware of any breach of environmental
requirements as they relate to the Company.
Indemnification and Insurance of Officers
During the financial year the Company paid premiums in respect of a contract insuring Directors,
the Chief Financial Officer and Company Secretary and Executive Officers of the Company
against a liability incurred to the extent permitted by the Corporations Act, 2001. Further
disclosure required under section 300(9) of the Corporations Act 2001 is prohibited under the
terms of the insurance contract.
Indemnification and Insurance of Auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the Company or any related entity against a liability incurred by the
auditor.
During the financial year, the Company has not paid a premium in respect of a contract to
insure the auditor of the Company or any related entity.
Options and performance rights on issue
At the date of this report the Company had the following unlisted options on issue:
Date of grant
Number
Exercise price
Expiry date
20 November 2019
3,467,353
$0.0574
20 November 2029
17 October 2023
1,034,243
$0.20
17 October 2026
The Company issued 6,696,797 shares during the year on the exercise of options at an amount
paid of $0.0574 per share.
There were no options granted to directors or key management personnel during the year as
part of their remuneration.
No option holder has any right under the options to participate in any other share issue of the
Company.
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On 30 June 2023 the Company issued 8,294,022 performance rights for the performance
periods ended 30 June 2023 and 30 June 2024. Of these performance rights 4,872,556 were
issued to Key Management Personnel (KMP) and further information is disclosed on these in the
remuneration report. A further 2,250,000 performance rights were issued during the year ended
30 June 2024. Of these performance rights 2,000,000 were issued to KMP and further
information is disclosed on these in the remuneration report.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to
bring proceedings on behalf of the Company, or to intervene in any proceedings to which the
Company is a party, for the purpose of taking responsibility on behalf of the Company for all or
part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of
the Court under section 237 of the Corporations Act 2001.
Meetings of directors
The numbers of meetings of the Company’s board of directors held during the year ended 30
June 2024, and the numbers of meetings attended by each director were:
Board meetings of directors
Eligible to attend
Attended
Ms Jayne Shaw
8
8
Mr Ronald Phillips
8
7
Mr Jonathan Trollip
8
8
Mr Mark Burrows
8
8
Mr John Hurrell
2
2
Mr David Darling
2
2
Dr Merilyn Sleigh
6
6
In addition, the board signed ten circular resolutions.
Audit and Risk
Committee
Nomination and
Remuneration
Committee
Eligible
to attend
Attended
Eligible to
attend
Attended
Mr Ronald Phillips
2
2
2
2
Mr Jonathan Trollip
2
2
2
2
Mr Mark Burrows
2
2
-
-
Mr David Darling
-
-
1
1
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the
Corporations Act 2001 is set out on page 21.
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Rounding of amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, the amounts in the directors’ report and in the financial report have been rounded to
the nearest dollar, unless otherwise stated.
Non Assurance Services
No fees for non-assurance services were paid to the auditors, Pitcher Partners Sydney, during the
year.
REMUNERATION REPORT (Audited)
This report outlines the remuneration arrangements in place for directors and executives.
Remuneration philosophy
The performance of the Company depends upon the quality of its directors and executives, and
the ability of the Company to attract, motivate and retain highly skilled directors and executives.
Remuneration committee
The Remuneration and Nomination Committee is responsible for determining and reviewing
compensation arrangements for the directors, the chief executive and the executive team. The
Remuneration and Nomination Committee assesses the appropriateness of the nature and
amount of emoluments of such officers on a periodic basis by reference to relevant employment
market conditions with the overall objective of ensuring maximum stakeholder benefit from the
retention of a high quality Board and executive team.
Salaries are reviewed periodically by the Committee taking into account individual
performance and general market trends. Incentive awards, when offered, are based on a
combination of individual and Company performance.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive
director and executive remuneration is separate and distinct.
Performance evaluation of Board Members and Senior Executives
A formal evaluation for those executives who have been with the Company for the year under
review was undertaken.
An internal review of the role and performance of the Board and its Chair was undertaken during
the year.
Non-executive director remuneration
Objective
The Board of Directors recognises that the success of the Company will depend on the quality
of its Directors as well as its senior management. For this reason, the Remuneration and
Nomination Committee reviews the remuneration arrangements for Directors and senior
employees annually, to ensure that these are competitive in the market.
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Structure
BCAL Diagnostics’ Constitution and the ASX listing rules specify that the aggregate remuneration
of non-executive directors shall be determined from time to time by a general meeting of
shareholders. An amount not exceeding the amount determined by shareholders in general
meeting is then available to be split between the Directors as agreed between them. The latest
determination was at the General Meeting held on 26 April 2021 when shareholders approved
an aggregate remuneration amount of up to $500,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders and the
manner in which it is apportioned between Directors is reviewed annually. The Board takes into
account the fees paid to non-executive directors of comparable companies when undertaking
the annual review process. External advice to assess the appropriate level of remuneration for
Directors is taken from time to time.
The remuneration of non-executive Directors for the period ending 30 June 2024 is detailed in
Table 4 of this report.
Senior management and executive director remuneration
Objective
The Company aims to reward executives with a level and mix of remuneration commensurate
with their position and responsibilities within the Company so as to ensure total remuneration is
competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Remuneration and
Nomination Committee (RNC) reviews market conditions and the circumstances of the
Company to seek to ensure that the remuneration offered is appropriate having regard to the
calibre of the executives.
The Company will award performance rights, where appropriate, under a long-term incentive
plan, to secure the services of key personnel. In addition, a short-term incentive, based on
personal performance, may be awarded to eligible staff.
Remuneration may include bonuses, where targets and award is subject to achievement of
milestones and evaluation by the RNC and Board.
Earnings and shareholders’ funds for the last five audited years are as follows.
2024
$
2023
$
2022
$
2021
$
2020
$
Loss after tax
(6,400,191)
(5,061,755)
(3,385,493)
(1,524,970)
(696,360)
Shareholder’s funds
8,588,425
5,213,765
9,639,840
3,606,855
438,917
Earnings (loss) per share
(0.026)
(0.024)
(0.0166)
(0.0133)
(0.158)
Closing share price
$0.125
$0.07
$0.08
N/A
N/A
The Company listed on the ASX on 21 July 2021.
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Service Agreements
The Chair, Jayne Shaw, has an executive services agreement which provides for an annual
remuneration of $180,000 (inclusive of director’s fees and statutory superannuation), with a
notice period of 3 months.
Dr John Hurrell, resigned as Chief Executive Officer on 2 April 2024 and was appointed to the
Board on that date. Up until resignation Dr Hurrell had an executive services agreement which
provided for an annual remuneration of $315,000 (inclusive of superannuation), with a notice
period of 3 months. The base salary is grossed up for US payroll tax, currently 15.4%, while the
executive is based in the US and subject to US tax.
Mr Shane Ryan was appointed Chief Operating Officer on 28 August 2023 and Chief Executive
Officer (CEO) on 2 April 2024. Mr Ryan has an executive services agreement which provided for
a salary of $295,000 per annum plus superannuation which increased to $350,000 on
appointment as CEO. Mr Ryan’s contract provides for a short-term incentive of up to 50% of base
salary on achievement of milestones. In addition. Mr Ryan was granted 2,000,000 performance
rights for the 2024 financial year with vesting dependent on achieving milestones, and the
contract provides for a further minimum of 1,000,000 performance rights in each of the next three
years, with milestones yet to be determined.
There are no termination benefits payable.
Directors and Key Management Personnel Interest in Shares, Options and Performance Rights
Table 1 - Option holdings of key management personnel
30 June 2024
Opening
balance
Exercised
Remuneration
Balance
30/06/2024
Vested
Ms Jayne Shaw
2,022,638
(2,022,638)
-
-
-
Mr Ron Phillips
2,022,638
(2,022,638)
-
-
-
Mr Jonathan Trollip
1,155,793
(1,155,793)
-
-
-
Dr Merilyn Sleigh¹
-
-
-
-
-
Mr Mark Burrows
-
-
-
-
-
Dr John Hurrell2
-
-
-
-
-
Mr David Darling3
-
-
-
-
-
Dr Amani Batarseh
3,467,353
-
-
3,467,353
3,467,353
Total
8,668,422
(5,201,069)
-
3,467,353
3,467,353
¹Resigned 29 February 2024
2 Appointed to the Board on 2 April 2024
3 Appointed to the Board on 1 March 2024
Table 2 – Performance Rights holdings of key management personnel
Opening
balance
Granted
Lapsed
Awarded
Balance
30/06/2024
Vested
30/6/2024
Dr John Hurrell
3,500,000
-
(437,500)
(1,312,500)
1,750,000
1,750,000
Dr Amani
Batarseh
1,372,556
-
(206,278)
(480,000)
686,278
686,278
Shane Ryan
-
2,000,000
-
-
2,000,000
2,000,000
Total
4,872,556
2,000,000
(643,778)
(1,792,500)
4,436,278
4,436,278
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Performance rights expire on 30 September 2025, have a Nil exercise price and a fair value between 8
cents and 10 cents. No amount is payable on the exercise of performance rights. The performance rights
hurdle is based on progress made towards commercialising a product in line with the timing set out in the
business plan, and is set at a probability of 80%. To be eligible an employee needs to be in service at the
end of the performance period.
Table 3 - Shareholdings of key management personnel
30 June 2024
Directors
Opening
Balance
Purchased
Remuneration/
Other
Balance
30/06/2024
Ms Jayne Shaw
28,536,780
3,047,638
-
31,584,418
Mr Ronald Phillips
26,514,567
2,322,638
-
28,837,205
Mr Jonathan Trollip
3,147,649
1,655,793
-
4,803,442
Dr Merilyn Sleigh¹
125,000
200,000
(325,000)
-
Mr Mark Burrows
800,050
600,000
-
1,400,050
Dr John Hurrell2
4,000,000
200,000
1,312,500
5,512,500
Mr David Darling
-
-
-
-
Dr Amani Batarseh2
973,508
-
480,000
1,453,508
Total
64,097,554
8,026,069
1,467,500
73,591,123
1 Shares held on resignation on 29 February 2024
2 Issue arises from the award of performance rights with amount payable of Nil.
Table 4 – Directors and key management personnel remuneration
30 June 2024
Cash
salary and
fees
Cash Bonus
Superannuation
benefits
Share
based
payments
Total
Performance
related
Name
$
$
$
$
%
Directors
Ms Jayne Shaw
180,000
-
-
-
180,000
-
Mr Ronald Phillips
49,297
-
5,368
-
54,665
-
Mr Jonathan Trollip
53,297
-
5,698
-
58,995
-
Dr Merilyn Sleigh
34,198
-
3,652
-
37,850
-
Mr Mark Burrows
49,297
-
5,368
-
54,665
-
Dr John Hurrell1
425,852
127,400
-
105,000
658,252
16%
Mr David Darling
28,989
-
-
-
28,989
-
820,930
127,400
20,086
105,000
1,073,416
10%
Executive
Mr Shane Ryan2
274,335
121,313
25,828
200,000
621,476
32%
Dr Amani Batarseh3
214,569
-
20,744
-
235,313
-
Total
1,309,834
248,713
66,658
305,000
1,930,205
16%
1Dr John Hurrell was the Chief Executive Officer until 2 April 2024. Remuneration includes a
cash bonus of $127,400 accrued not paid as at 30 June 2024.
2Mr Shane Ryan was appointed Chief Operating Officer on 23 August 2023 and Chief
Executive Officer on 2 April 2024. Remuneration includes a cash bonus of $121,313 of which
$65,187 is accrued not paid as at 30 June 2024
3Dr Amani Batarseh held the position of Chief Scientific Officer during the year.
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bcaldiagnostics.com
30 June 2023
Cash
salary and
fees
Post-
employment
benefits
Share
based
payments
Total
Performance
related
Name
$
$
$
$
%
Ms Jayne Shaw¹
180,000
-
-
180,000
-
Mr Ronald Phillips
47,340
4,971
-
52,311
-
Mr Jonathan Trollip
47,340
4,971
-
52,311
-
Dr Merilyn Sleigh
47,340
4,971
-
52,311
-
Mr Mark Burrows
47,340
4,971
-
52,311
-
Dr John Hurrell2
432,950
-
98,000
530,950
18%
Dr Amani Batarseh3
312,969
25,941
38,400
377,310
10%
Total
1,115,279
45,825
136,400
1,297,504
11%
¹Remuneration is paid to Healthcare Unlimited Pty Ltd, a Company controlled by Ms Jayne Shaw.
2Salary Includes a cash bonus of $76,000 accrued at year end but not paid. In addition, Dr Hurrell
was awarded 1,312,000 performance shares subsequent to year end in respect of the 2023
financial year with a value of $0.08 per share.
3Salary Includes a cash bonus of $127,360 accrued at year end but not paid. In addition, Dr
Batarseh was awarded 480,000 performance shares subsequent to year end in respect of the
2023 financial year with a value of $0.08 per share.
END OF REMUNERATION REPORT.
This report is approved in accordance with a resolution of directors.
Jayne Shaw
Executive Chair
30 August 2024
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CORPORATE GOVERNANCE STATEMENT
The Board of Directors of BCAL Diagnostics Limited is responsible for the corporate governance
of the Company.
BCAL Diagnostics Limited (“BCAL”), through its board and executives, recognises the need to
establish and maintain corporate governance policies and practices that reflect the
requirements of the market regulators and participants, and the expectations of members and
others who deal with BCAL. These policies and practices remain under constant review as the
corporate governance environment and good practices evolve.
ASX Corporate Governance Principles and Recommendations
The fourth edition of ASX Corporate Governance Council Principles and Recommendations (the
“Principles”) sets out recommended corporate governance practices for entities listed on the
ASX.
The Company has issued a Corporate Governance Statement which discloses the Company’s
corporate governance practices and the extent to which the Company has followed the
recommendations set out in the Principles. The Corporate Governance Statement was
approved by the Board on 30 August 2024 and is available on the Company’s website
https://www.bcaldiagnostics.com/about-1
For personal use only
Pitcher Partners Sydney
ABN 17 795 780 962
Level 16, Tower 2 Darling Park
201 Sussex Street
Sydney NSW 2000
Postal address
GPO Box 1615
Sydney NSW 2001
+61 2 9221 2099
sydneypartners@pitcher.com.au
pitcher.com.au
Pitcher Partners is an association of independent firms. Pitcher Partners Sydney ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney
Auditor’s Independence Declaration
To the Directors of BCAL Diagnostics Limited
ABN 51 142 051 223
In relation to the independent audit of BCAL Diagnostics Limited for the year ended 30 June 2024, I declare
that to the best of my knowledge and belief there have been:
(i)
no contraventions of the auditor’s independence requirements of the Corporations Act 2001; and
(ii) no contraventions of APES 110 Code of Ethics for Professional Accountants (including Independence
Standards).
Rod Shanley
Partner
Pitcher Partners
Sydney
30 August 2024
21
For personal use only
BCAL Diagnostics Limited
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2024
2024
2023
Notes
$
$
Revenue from continuing operations
Other income
3
3,098,099
2,852,694
Expenses
Research and development
(4,361,091)
(4,474,806)
Personnel costs
4
(525,739)
(373,223)
Facilities costs
(775,202)
(233,133)
Marketing
(238,264)
(194,821)
Consulting fees
(796,911)
(987,413)
Audit fees
(81,000)
(81,000)
Patent and regulatory costs
(147,847)
(280,482)
Directors fees
(243,248)
(209,241)
Insurance
(105,956)
(104,935)
Travel and accommodation
(323,172)
(278,301)
General and administration
(521,416)
(301,680)
Depreciation
4
(579,788)
(113,615)
ASX costs
(125,443)
(40,080)
Financing costs
4
(99,927)
(16,039)
Share based payments
15
(573,286)
(225,680)
Loss before income tax
(6,400,191)
(5,061,755)
Income tax
5
-
-
Loss after income tax
(6,400,191)
(5,061,755)
Other comprehensive income for the year
-
-
Total comprehensive loss for the year
(6,400,191)
(5,061,755)
Loss is attributable to:
Members of BCAL Diagnostics Limited
(6,400,191)
(5,061,755)
Earnings per share
From continuing operations
Cents
Cents
- Basic loss per share
20
(2.60)
(2.40)
- Diluted loss per share
20
(2.60)
(2.40)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
bcaldiagnostics.com
For personal use only
BCAL Diagnostics Limited
Statement of Financial Position
As at 30 June 2024
2024
2023
Notes
$
$
ASSETS
Current Assets
Cash and cash equivalents
6
6,472,988
3,174,092
Tax receivables
7
2,745,584
2,688,547
Other receivables and prepayments
8
119,070
337,642
Total Current Assets
9,337,642
6,200,281
Non-Current Assets
Plant and equipment
9
2,104,368
1,127,662
Right of use assets
10
823,596
1,043,222
Total Non-Current Assets
2,927,964
2,170,884
Total Assets
12,265,606
8,371,165
LIABILITIES
Current Liabilities
Trade and other payables
11
2,024,984
2,020,256
Borrowings
12
241,119
-
Lease liability
10
201,099
164,574
Provisions
13
128,344
75,778
Total Current Liabilities
2,595,546
2,260,608
Non-current Liabilities
Borrowings
12
400,221
-
Lease liability
10
681,414
896,791
Total Non-Current Liabilities
1,081,635
896,791
Total Liabilities
3,677,181
3,157,399
Net Assets
8,588,425
5,213,765
EQUITY
Contributed equity
14
28,895,408
19,281,951
Reserves
15
668,978
546,739
Accumulated losses
(20,975,961)
(14,614,925)
Equity
8,588,425
5,213,765
The above Statement of Financial Position should be read in conjunction with the
accompanying notes.
bcaldiagnostics.com
23
For personal use only
BCAL Diagnostics Limited
Statement of Changes in Equity
For the year ended 30 June 2024
Note
Contributed
equity
Accumulated
losses
Share
based
payment
reserve
Total
$
$
$
$
2024
At 30 June 2023
19,281,951
(14,614,925)
546,739
5,213,765
Total comprehensive Loss
for the year
-
(6,400,191)
-
(6,400,191)
Other comprehensive
income
-
-
-
-
-
(6,400,191)
-
(6,400,191)
Share issue
14
10,106,788
-
(411,892)
9,694,896
Share issue costs
14
(493,331)
-
-
(493,331)
Transfer to share based
payments reserve
15
-
-
573,286
573,286
Transfer from share based
payments reserve
15
-
39,155
(39,155)
-
At 30 June 2024
28,895,408
(20,975,961)
668,978
8,588,425
Note
Contributed
equity
Accumulated
losses
Share
based
payment
reserve
Total
$
$
$
$
2023
At 30 June 2022
18,871,951
(9,553,170)
321,059
9,639,840
Total comprehensive Loss
for the year
-
(5,061,755)
-
(5,061,755)
Other comprehensive
income
-
-
-
-
-
(5,061,755)
-
(5,061,755)
Share issue
14
410,000
-
-
410,000
Share based payments
14
-
-
225,680
225,680
At 30 June 2023
19,281,951
(14,614,925)
546,739
5,213,765
The above Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
bcaldiagnostics.com
For personal use only
25
BCAL Diagnostics Limited
Statement of Cash Flows
For the year ended 30 June 2024
bcaldiagnostics.com
2024
2023
Notes
$
$
Cash flows from operating activities
Payments to suppliers and employees
(7,511,388)
(7,068,983)
Research and development tax offset
3,046,979
976,162
Interest received
41,251
61,039
Interest paid
(99,927)
(16,309)
Net cash outflow from operating activities
17
(4,523,085)
(6,048,091)
Cash flow from investing activities
Purchase of plant and equipment
(1,150,948)
(362,471)
Proceeds from term deposits
-
4,000,000
Net cash (outflow)/inflow from investing activities
(1,150,948)
3,637,529
Cash flows from financing activities
Proceeds from share issue
9,573,797
50,000
Costs of share issue
(444,830)
-
Funds received in advance of share issue
11
279,699
-
Repayment of borrowings
(256,884)
-
Principal element of lease payments
(178,853)
(36,762)
Net cash inflow from financing activities
8,972,929
13,238
Net increase/(decrease) in cash and cash
equivalents
3,298,896
(2,397,324)
Cash and cash equivalents at the beginning of the
financial year
3,174,092
5,571,416
Cash and cash equivalents at end of the year
6
6,472,988
3,174,092
The above Statement of Cash Flows should be read in conjunction with the accompanying
notes.
Consolidated Entity Disclosure Statement
BCAL Diagnostics Limited has no controlled entities and, therefore, is not required by Australian
Accounting Standards to prepare consolidated financial statements. As a result, section
295(3A)(a) of the Corporations Act 2001 does not apply to the entity.
For personal use only
26
bcaldiagnostics.com
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
These financial statements and notes represent those of BCAL Diagnostics Limited (the
“Company”). The financial statements were authorised for issue, in accordance with a resolution
of directors, on 30 August 2024. The directors have the power to amend and reissue the financial
statements.
(a)
Basis of preparation
Corporate Information
BCAL Diagnostics Limited is an ASX listed company limited by shares, incorporated and domiciled
in Australia.
The financial report is a general purpose financial report that has been prepared in accordance
with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001.
Compliance with Australian Accounting Standards ensures that the financial statements and
notes also comply with International Financial Reporting Standards. Material accounting policies
adopted in the preparation of this financial report are presented below. They have been
consistently applied unless otherwise stated.
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, the amounts in the directors’ report and in the financial report have been rounded to
the nearest dollar, unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs,
except for selected financial assets for which the fair value basis of accounting has been applied.
Corporate Head Office
Suite 506, Level 5, 50 Clarence Street, Sydney NSW 2000.
Principle Place of Business
Level 2 11 Julius Avenue North Ryde NSW 2113
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the
Company’s accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements
are disclosed in Note 2.
For personal use only
27
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
1
SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(b)
Going concern
The financial statements have been prepared on a going concern basis which contemplates the
realisation of assets and the settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Company incurred losses of $6,400,191, had net cash
outflows from operating activities of $4,523,085, net cash outflows from investing activities (other
than term deposits) of $1,150,949, and net cash inflows from financing activities of $8,972,929 for
the year ended 30 June 2024.
The Directors believe that it is reasonably foreseeable that the Company will continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report after consideration of the following factors:
• The Company has cash at bank of $6,472,988 as at 30 June 2024;
• The Company has, subsequent to year end, received a further $3,982,000, before costs, being
the balance of the capital raise announced on 3 June 2024 and has the ability to raise further
capital if required in the future;
• The Company has a Research and Development Tax Offset estimated at $2.5 million which it
expects to receive in Q4 calendar year 2024; and
• The Company has the ability to slow activity and reduce costs should this be required.
As a result, the Directors believe that the Company will be able to continue as a going concern
and that it is appropriate to adopt the going concern basis in the preparation of the financial
report. The financial report does not include any adjustments relating to the amounts or
classifications of recorded assets and liabilities that might be necessary if the Company do not
continue as a going concern.
(c)
Government grants
Grants from the government are recognised at their fair value where there is a reasonable
assurance that the grant will be received and the Company will comply with all attached
conditions.
Government grants relating to costs are deferred and recognised in the profit and loss over the
period necessary to match them with the costs that they are intended to compensate.
Research and Development Tax Offset claims are recognised as other income in the period to
which the incentive claims relate.
The Company is eligible for the Research and Development tax offset on complying research
and development expenditure. The Company’s policy is to bring to account an estimate of the
tax offset in the year the expenditure is incurred, and is included in other income.
For personal use only
28
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
1.
SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(d)
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s
taxable income based on the income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax base of
assets and liabilities and their carrying amounts in the financial statements, and to unused tax
losses.
Deferred tax assets and liabilities are recognised for all temporary differences, between carrying
amounts of assets and liabilities for financial reporting purposes and their respective tax bases, at
the tax rates expected to apply when the assets are recovered or liabilities settled, based on
those tax rates which are enacted or substantively enacted for each jurisdiction. Exceptions are
made for certain temporary differences arising on initial recognition of an asset or a liability if they
arose in a transaction, other than a business combination, that at the time of the transaction did
not affect either accounting profit or taxable profit.
Deferred tax assets are only recognised for deductible temporary differences and unused tax
losses if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
(e)
Financial instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to
the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement
All financial assets are initially measured at fair value adjusted for transaction costs (where
applicable). For the purpose of subsequent measurement, all the financial assets, are classified
as amortised cost.
All income and expenses relating to financial assets that are recognised in profit or loss are
presented within finance costs, finance income or other financial items.
For personal use only
29
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
1. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(f)
Impairment of non-financial assets
At the end of each reporting period the Company assesses whether there is any indication that
individual assets are impaired. Where impairment indicators exist, recoverable amount is
determined and impairment losses are recognised in profit or loss where the asset's carrying value
exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purpose of assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
Where it is not possible to estimate the recoverable amount for an individual asset, the
recoverable amount is determined for the cash generating unit to which the asset belongs.
(g)
Other receivables
Other receivables are recognised at amortised cost, less any allowance for credit losses.
(h)
Employee benefits
(i)
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to
be settled within 12 months of the end of the reporting period are recognised in other payables
in respect of employees' services rendered up to the end of the reporting period and are
measured at amounts expected to be paid when the liabilities are settled.
(ii)
Share - based payments
The fair value of performance rights granted under the Employee Incentive Plan is recognised as
an employee benefit expense with a corresponding increase in equity. The fair value is measured
at grant date and recognised over the period during which the employees become
unconditionally entitled to the performance right.
The fair value at grant date is independently determined using a Black-Scholes Option Pricing
Methodology that takes into account the exercise price, the term of the right, the impact of
dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the right.
Upon the vesting of performance rights, the balance of the share based payments reserve
relating to those rights is transferred to share capital and the proceeds received, net of any
directly attributable transaction costs, are credited to share capital.
For personal use only
30
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
1.
SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(i) Contributed equity
Costs directly attributable to the issue of new shares are shown as a deduction from the equity as
a deduction proceeds net of any income tax benefit. Costs directly attributable to the issue of
new shares or options associated with the acquisition of a business are included as part of the
purchase consideration.
(j)
Plant and equipment
Each class of plant and equipment is carried at cost as indicated less, where applicable, any
accumulated depreciation and impairment losses. Plant and equipment are measured on the
cost basis.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the company and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the income statement during the financial period in which they are
incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight line basis over the asset’s
useful life to the company commencing from the time the asset is held ready for use.
Depreciation is calculated on a diminishing-value basis over the estimated useful life of the assets
as follows:
Plant and equipment – ranging from 1 to 5 years
Office furniture – 1 to 5 years
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
(k)
Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the
date the underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Unless the Company is reasonably certain to obtain ownership of the
leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on
a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use
assets are subject to impairment.
For personal use only
31
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
1. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(l)
Lease accounting
The Company has one premises lease with a five-year tenure. At the commencement date of
the lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments less lease
incentives receivable. In calculating the present value of lease payments, the Company uses the
incremental borrowing rate at the lease commencement date if the interest rate implicit in the
lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-
substance fixed lease payments or a change in the assessment to purchase the underlying asset.
(m)
Research and development tax offset
The Company is eligible for the Research and Development tax offset on complying research
and development expenditure. The Company’s policy is to bring to account an estimate of the
tax offset in the year the expenditure is incurred, and is included in other income.
(n)
Adoption of New and Revised Accounting Standards
There are no new accounting standards or interpretations applicable that would have a material
impact on the accounts of the Company.
The Company has not incorporated the impact of accounting standards issued but which are
not yet mandatory for the current year. It is not expected that these will have any material
impact on the entity.
2
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts in the financial statements.
Management continually evaluates its judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of
future events, management believes to be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal the related actual results. The
judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within
the next financial year are discussed below.
For personal use only
32
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
2 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
(i)
Research and development expenditure
The entity has expensed research and development expenditure incurred during the year, where
applicable, as the costs relate to the initial expenditure for research and development of
biopharmaceutical products where generation of future economic benefits are not considered
certain. It was considered appropriate to expense these research and development costs as they
did not meet the criteria to be capitalised under AASB 138 Intangible assets.
The entity has raised a receivable for an expected Research and Development tax offset, which
reflects management’s best estimate at balance date.
(ii)
Share based payment transactions
The entity measures the cost of employee performance rights by reference to the fair value of
the performance rights at the date at which they are granted. The fair value is determined by
using the Black-Scholes model taking into account the terms and conditions upon which the rights
are granted. The accounting estimates and assumptions relating to performance rights would
have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity. Judgment is required in relation to the non-market
vesting conditions.
2024
2023
$
$
3 OTHER INCOME
Research and development tax offset
-
Current year
2,499,998
2,500,270
-
Prior year adjustment
546,709
290,272
Interest received
51,392
62,152
3,098,099
2,852,694
For personal use only
33
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
2024
2023
$
$
4 EXPENSES
Personnel costs
Salaries
2,278,465
1,215,360
Superannuation
218,162
121,049
Bonus accrued
333,000
200,000
Other personnel related costs
169,386
77,106
Less re-allocated to research and development
(2,473,274)
(1,240,292)
525,739
373,223
Depreciation
Depreciation on plant & office equipment
360,162
58,709
Depreciation on right to use assets
219,626
54,906
Total depreciation
579,788
113,615
Financing cost
Interest cost on premises lease
57,694
16,309
Interest on chattel mortgage
40,526
-
Interest paid, other
1,707
-
Total financing cost
99,927
16,309
Foreign exchange loss
2,095
27,833
5
INCOME TAX
2024
$
2023
$
(a)
Income tax
Deferred tax
-
-
-
-
(b)
Numerical reconciliation of income tax benefit to prima facie tax payable
Loss from continuing operations before income tax expense
(6,400,191)
(5,061,755)
Tax benefit at the Australian tax rate of 30% (2023: 30%)
(1,920,058)
(1,518,256)
Tax effect of amounts which are deductible/not taxable in
calculating taxable income
185,328
119,487
Tax effect of accounting R&D tax incentive not deductible
632,379
750,081
Carried forward tax benefit not recognised
1,102,351
648,958
Total income tax expense
-
-
(c)
Tax losses
Unused tax losses for which no deferred tax asset has been
recognised
9,971,917
6,118,007
Potential tax benefit @ 30% (2023:30%)
2,991,575
1,835,402
The benefit of deferred tax assets not brought to account will only be brought to account if:
• Future assessable income is derived of a nature and of an amount sufficient to enable the
benefit to be realised; and
• The conditions for deductibility imposed by the relevant tax legislation continue to be
complied with and no changes in tax legislation adversely affect the Company in realising
the benefit.
For personal use only
34
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
2024
2023
$
$
6 CASH AT BANK AND IN HAND
6,472,988
3,174,092
6.472,988
3,174,092
Included in cash at bank is a short term deposit of $4.5m which matures on 21 September
2024 and has an interest rate of 4.44%.
7 CURRENT ASSETS – TAX RECEIVABLES
2024
2023
$
$
Research and development tax offset receivable
2,500,000
2,500,270
GST receivable
245,584
188,277
2,745,584
2,688,547
8
OTHER RECEIVABLES AND PREPAYMENTS
2024
2023
$
$
Prepayments
84,519
336,530
Interest receivable
11,253
1,112
Other debtors
23,298
-
119,070
337,642
For personal use only
35
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
9 PLANT AND EQUIPMENT
Plant and
equipment
$
Office
Equipment
Computer
Software
Total
$
Cost
Opening balance, 1 July 2023
1,138,888
60,433
-
1,199,321
Additions
1,235,300
49,308
52,260
1,336,868
Disposals
-
-
-
-
Closing balance, 30 June 2024
2,374,188
109,741
52,260
2,536,189
Opening balance, 1 July 2022
185,587
21,947
-
207,534
Additions
983,077
68,090
-
1,051,167
Disposals
(29,776)
(29,604)
-
(59,380)
Closing balance, 30 June 2023
1,138,888
60,433
-
1,199,321
Depreciation
Opening balance, 1 July 2023
66,791
4,868
-
71,659
Depreciation expense
308,139
37,387
14,636
360,162
Disposals
-
-
-
-
Closing balance, 30 June 2024
374,930
42,255
14,636
431,821
Opening balance, 1 July 2022
50,383
21,947
72,330
Depreciation expense
46,184
12,525
58,709
Disposals
(29,776)
(29,604)
(59,380)
Closing balance, 30 June 2023
66,791
4,868
71,659
Written down value 30 June 2023
1,072,097
55,565
-
1,127,662
Written down value 30 June 2024
1,999,258
67,486
37,624
2,104,368
For personal use only
36
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
10 RIGHT-OF-USE ASSETS
2024
2023
$
$
Lease assets
Carrying amount of lease assets, by class of underlying
asset:
Buildings under lease arrangements
At cost
1,098,128
1,098,128
Accumulated depreciation
(274,532)
(54,906)
Total lease assets
823,596
1,043,222
Lease liabilities
Current
201,099
164,574
Non-current
681,414
896,712
882,513
1,061,286
Buildings $
Carrying amount as at 1 July 2023
1,043,222
Additions
-
Depreciation
(219,626)
Carrying amount as at 30 June 2024
823,596
Income, expense and cash flows from lease assets and lease liabilities
The following amounts of income, expense and cash flows were recognised from lease assets
and lease liabilities during the year:
2024
$
2023
$
Interest expense on lease liabilities
57,694
16,039
Depreciation expense on lease assets
219,626
54,906
Total cash outflow relating to leases
236,547
52,803
11
CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
2024
2023
$
$
Trade creditors
740,188
1,581,349
PAYG withholding tax
54,655
38,507
Accrued expenses
893,982
364,642
Funds received in advance of share issue
279,699
-
Superannuation payable
56,460
35,758
2,024,984
2,020,256
For personal use only
37
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
12
BORROWINGS
2024
2023
$
$
Borrowings on equipment financed during the year
893,988
-
Less payments during the year
(252,648)
-
641,340
-
Current liabilities
241,119
-
Non-current liabilities
400,221
641,340
Equipment is financed through a chattel mortgage with a term of three years at an interest
rate of approximately 9%.
13
CURRENT LIABILITIES - PROVISIONS
2024
2023
$
$
Provision for annual leave, opening balance
75,778
36,000
Provided during the year
52,566
39,778
Provision for annual leave, closing balance
128,344
75,778
14
CONTRIBUTED EQUITY
(a)
Share capital
2024
2024
2023
2023
Shares
$
Shares
$
Ordinary Shares Fully Paid
314,294,714
28,895,408
212,314,861
19,281,951
(b)
Movements in ordinary share capital
Number of
Shares
Issue
price
$
Opening balance 1 July 2022
207,443,781
18,871,951
Share issue
31/8/2022
4,000,000
$0.09
360,000
Share issue on exercise of options
3/5/2023
871,080
$0.0574
50,000
Balance as at 30 June 2023
212,314,861
19,281,951
Issue of shares, placement
01/09/2023
23,700,000
$0.10
2,370,000
Issue of shares, share purchase plan
18/09/2023
6,155,000
$0.10
615,500
Issue of shares, CEO
18/09/2023
200,000
$0.10
20,000
Issue of shares, services performed
24/11/2023
500,000
$0.09
45,000
Issue of shares, conversion of options 8/08/2023 &
23/11/2023
6,696,797
$0.0574
609,762
Issue of shares, conversion of
28/11/2023
2,072,500
$0.09
186,525
performance rights
Issue of shares, services performed
27/2/2024
655,556
$0.09152
60,000
Issue of shares, placement
11/6/2024
62,000,000
$0.10
6,200,000
Cost of issue of shares
-
N/A
(493,330)
Balance as at 30 June 2024
314,294,714
28,895,408
For personal use only
38
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
14
CONTRIBUTED EQUITY (CONTINUED)
(c)
Ordinary shares
Each ordinary shareholder maintains, when present in person or by proxy or by attorney at any
general meeting of the Company, the right to cast one vote for each ordinary share held.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of
the Company in proportion to the number of and amounts paid on the shares held.
(d)
Options
As at 30 June 2024, the following options over unissued ordinary shares were on issue:
Details
No of
options
Issue date
Date of
expiry
Exercise
price ($)
Employee options
3,467,353 20/11/2019 20/11/2024
$0.0574
Broker/adviser options
1,034,243 17/10/2023 17/10/2026
$0.20
Total
4,501,596
The vesting of employee options is subject to employee service periods. All of the options
on issue have vested.
Number of
Shares
Date of
grant/exercise
Share
price at
date of
exercise Exercise price ($)
Opening balance 1 July 2022
11,035,230
Options exercised
(871,080)
03/05/2023
$0.093
$0.0574
Closing balance 30 June 2023
10,164,150
Opening balance 1 July 2023
10,164,150
Options issued, services
performed
1,034,243 17/10/2023
-
$0.20
Option exercised
(917,832)
8/8/2023
$0.13
$0.0574
Options exercised
(5,778,965)
23/11/2023
$0.10
$0.0574
Closing balance 30 June 2024
4,501,596
The Company recognised share-based payment expenses of $43,286 in relation to options issued
for the year (2023: Nil).
Weighted average exercise price for options outstanding at balance date is $0.0902.
For personal use only
39
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
14
CONTRIBUTED EQUITY (CONTINUED)
No options were granted during the prior financial year. The details relating to the options
outstanding at balance date are;
Series 1
Series 4
Share price at date of issue
$0.0574
$0.097
Risk free rate
0.8%
4.07%
Grant date
20/11/2019
17/10/2023
Expiry date
20/11/2029
17/10/2026
Exercise price
$0.0574
$0.20
Number on issue
3,467,353
1,034,243
Volatility
56%
90%
Value per option
$0.0276
$0.0419
The weighted average contractual life of the options on issue is 4.7 years (2023: 2.7 years). All
options have vested.
(e)
Performance rights
The Company recognised expenses of $480,000 (see below) in relation to share based payments
for performance rights for the year (2023: $225,680).
The Company issued 2,250,000 performance rights to employees during the year ended 30 June
2024 (2023: 8,294,022). A reconciliation of performance rights issued, vested and lapsed is as
follows:
Performance period to 30 June
2024
2023
Number
Number
Opening balance
8,294,022
-
Performance rights issued
2,250,000
8,294,022
Performance rights vested
(2,072,000)
-
Performance rights lapsed
(2,388,666)
-
Closing balance
6,082,856
8,294,022
The company has issued performance rights subject to performance conditions aligned with
annual strategic milestones for the year ended 30 June 2023, 30 June 2024 and future years.
Subsequent to the end of each financial year, performance is measured and subject to discretion
of the Board the performance rights vest or lapse. Performance rights do not vest unless the
employee is employed at the end of the performance measurement period.
The performance rights are valued at the company's share price at the date the performance
rights were issued and the expense is recognised over the relevant performance period (usually
a financial year) commencing at or around the time that the strategic milestone was agreed and
communicated to the holder of the performance rights, adjusted for a probability that the
milestone will be satisfied. There are no market based performance conditions.
Performance rights vested during the year were converted to 2,072,500 ordinary shares on 28
November 2023. The share price at the time of conversion was 9 cents per share.
For personal use only
40
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
14
CONTRIBUTED EQUITY (CONTINUED)
Performance rights expire on 30 September 2025 have a Nil exercise price and a fair value
between 8 cents and 10 cents. No amount is payable on the exercise of performance rights. The
performance rights hurdle is based on progress made towards commercialising a product in line
with the timing set out in the business plan, and is set at a probability of 80%. To be eligible an
employee needs to be in service at the end of the performance period.
(f)
Capital risk management
The Company's objectives when managing capital are to safeguard its ability to continue as a
going concern, so that it can over time provide returns for shareholders and benefits for other
stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net
debt (if any). Net debt is calculated as total borrowings less cash and cash equivalents. In order
to maintain or adjust the capital structure, the Company may over time pay dividends to
shareholders, return capital to shareholders, issue new shares, or take out debt facilities.
The capital management policy remains unchanged from the 30 June 2023 Annual Report.
15
RESERVES
2024
2023
(a) Reserves
$
$
Total reserves
668,978
546,739
Share based payments reserve
Movements in share based payments reserve were as follows:
Balance 1 July
546,739
321,059
Share based payment expense – performance rights
480,000
225,680
Share based payment expense – share options
43,286
-
Share based payment expense – shares to be issued1
50,000
-
573,286
225,680
Transfer from reserve on exercise of options and award
of performance rights
(411,892)
-
Transfer from reserve on lapse of performance rights
(39,155)
-
Balance 30 June
668,978
546,739
1The Company has an obligation to issue 500,000 shares at $0.01 per share to an adviser who
assisted in the June 2024 capital raise. The shares were issued on the 9 August 2024.
(b) Nature and purpose of reserves
The share based payment reserve comprises the cumulative value of employee services
received through the issue of shares options. When the option is exercised, the related balance
previously recognised in the share based payments reserve is transferred to share capital. When
the share options expire, the related balance previously recognised in the share option reserve
is transferred to accumulated losses.
16
COMMITMENTS AND CONTINGENT LIABILITIES
As at 30 June 2024, the Company has no capital commitments (2023: $nil). The Company has
no contingent liabilities as at 30 June 2024 (2023: $nil).
For personal use only
41
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
17
CASH FLOW INFORMATION
(a) reconciliation of loss after income tax to net cash outflow from operating activities
2024
2023
$
$
Loss for the year
(6,400,191)
(5,061,755)
Non-cash share-based payments
633,286
225,680
Depreciation
579,788
113,615
Employee benefits provision
52,566
39,778
Change in operating assets and liabilities
Decrease/(Increase) in trade and other receivables
161,534
(2,142,547)
Increase in trade and other payables
449,932
777,138
Net cash outflow from operating activities
(4,523,085)
(6,048,091)
(b) Non-cash investing and financing activities
Acquisition of right-of-use assets (note 11)
-
1,098,128
Shares issued to employees for no cash consideration (note 14)
186,525
360,000
18
SEGMENT INFORMATION
BCAL Diagnostics Limited is an Australian company developing a novel blood screening test to
improve the early diagnosis and monitoring of breast cancer that is safe, cost effective, accurate
and available to all women regardless of age, race and geographic location. The Company has
only one reporting segment in this and the prior year.
19 FINANCIAL RISK MANAGEMENT
(a) Financial risk management
The Company’s financial instruments consist mainly of deposits with banks, other receivables
and payables, all carried at amortised cost.
The directors’ overall risk management strategy seeks to assist the Company in meeting its
financial targets, whilst minimising potential adverse effects on financial performance.
The Company does not speculate in financial assets.
Credit risk
The Company is currently not selling product or services and has no customer risk at present.
With respect to credit risk arising from other financial assets of the Company, which comprise cash
and cash equivalents, the Company’s exposure to credit risk arises form default of the counter
party, with a maximum exposure equal to the carrying amount of these instruments.
For personal use only
42
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
19 FINANCIAL RISK MANAGEMENT (CONTINUED)
The maximum exposure to credit risk at balance date is as follows:
2024
2023
$
$
Cash and cash equivalents (Note 6)
6,472,988
3,174,092
Other receivables (Note 7)
245,584
188,277
Research and development tax incentive receivable
(Note 7)
2,500,000
2,500,270
9,218,572
5,862,639
To deal with credit risk the Company deposits funds with banks with a credit rating of A+.
Receivables risk is low as all receivables are due from government.
Liquidity risk
The Company’s policy is to maintain a comfortable level of liquidity through the continual
monitoring of cash reserves and the raising of additional capital as required.
(b) Financial instrument composition and maturity analysis
The table below reflects the undiscounted contractual settlement terms for financial instruments
of a fixed period of maturity as well as management’s expectations of the settlement period of
all other financial instruments. As such, the amounts may not reconcile to the Statement of
Financial Position.
Within 1 year
1 to 2 years
3 to 5 years
Total
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
2024
$
2022
$
Financial
liabilities - due for
payment:
Trade and other
payables
(2,024,984)
(2,020,256)
-
-
- (2,024,986) (2,020,256)
Borrowings
(294,594)
-
(294,594)
- (124,946)
-
(714,134)
-
Lease liabilities
(201,099)
(236,547)
(225,109) (247,404) (456,305) (738,332)
(882,513) (1,222,283)
Total contractual
outflows
(2,520,677)
(2,256,803)
(519,703) (247,404) (581,251) (738,332) (3,621,633) (3,242,539)
Cash and cash
equivalents
6,472,988
3,174,092
-
-
-
-
6,472,988
3,174,092
Other
receivables
2,745,584
2,688,347
-
-
-
-
2,745,584
2,688,347
Total anticipated
inflows
9,218,572
5,862,439
-
-
-
9,218,572
5,862,439
Net
inflow/(outflow)
on financial
instruments
6,697,895
3,605,636
(519,703) (247,404) (581,251) (738,332) 5,596,939
2,619,900
For personal use only
43
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
19 FINANCIAL RISK MANAGEMENT (CONTINUED)
(c)
Net fair values
The net fair value of current assets and liabilities approximates their carrying value, due to their
short term nature.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are
disclosed in the Statement of Financial Position and notes to the financial statements.
(d) Market risk
Foreign currency risk
The Company undertakes certain transactions denominated in foreign currency and is exposed
to foreign currency risk through foreign exchange fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets
and financial liabilities denominated in a currency that is not the entity’s functional currency.
Foreign exchange risk is currently minimal, with the only the following US dollar accounts payable
balances owing at year end:
30 June 2024
US$114,232
30 June 2023
US$47,518
(e) Interest rate risk
The Company is exposed to interest rate risk as the Company holds cash balances at variable
interest rates. The risk is managed by using term deposits when appropriate to fix interest rates.
The variable interest rate for 2024 was between 0.5% and 4.4% (2023: 0.5% - 2.5%). A 1% fall in
interest rates would result an income loss of approximately $64,000 (2023: $31,000) based on cash
balances as at balance date.
20 EARNINGS PER SHARE
2024
2023
Cents
Cents
Basic and diluted loss per share (cents per share)
(2.60)
(2.40)
Weighted average number of shares
Basic and diluted loss per share calculation
246,225,497
210,902,747
Loss for the period used in earnings per share
From continuing operations
(6,400,191)
(5,061,755)
For personal use only
44
BCAL Diagnostics Limited
Notes to the Financial Statements
For the year ended 30 June 2024
bcaldiagnostics.com
21 RELATED PARTY TRANSACTIONS
Key management personnel
The total remuneration paid to key management personnel of the Company during the year is
as follows:
2024
2023
$
$
Short-term employee benefits
1,558,547
1,115,279
Post- employment benefits
66,658
45,825
Share based payments
305,000
136,400
1,930,205
1,297,504
There are no other related party transactions.
22
AUDIT FEES
2024
2023
$
$
Audit Fees
81,000
81,000
81,000
81,000
23 EVENTS SUBSEQUENT TO BALANCE DATE
On 3 June 2024 the Company announced a capital raising of $10.5 million through the issue of
105 million new shares at $0.10 per share. 62 million shares were issued on 11 June 2024. The
balance of the shares 43 million were issued on 23 July 2024, raising a further $4.3 million, before
costs, following shareholder approval at a meeting held on 15 July 2024.
On 28 August 2024 the Company announced the establishment of a North Carolina USA
incorporated wholly owned subsidiary, BCAL Diagnostics, Inc which will commence research
operations in the USA on 2 September 2024.
Other than as outlined above no matter or circumstance has arisen since 30 June 2023 that has
significantly affected, or may significantly affect:
a) the Company’s operations in future financial years; or
b) the results of those operations in future financial years; or
c) the Company’s state of affairs in future financial years.
For personal use only
BCAL Diagnostics Limited
Directors’ Declaration
For the year ended 30 June 2024
DIRECTORS’ DECLARATION
The directors of the Company declare that:
1.
In the opinion of the directors of BCAL Diagnostics Limited (‘the Company’’):
a.
The financial statements and notes thereto, as set out on pages 22 to 44, are 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 the performance of the Company for the year then ended; and
ii. complying with Australian Accounting Standards (including the Australian Accounting
Interpretations), the Corporations Regulations 2001, professional reporting requirements
and other mandatory requirements.
2.
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 financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board.
3. The consolidated entity disclosure statement required by subsection 295(3A) of the
Corporations Act 2001 is true and correct
4.
This declaration has been made after receiving the declarations required to be made to
the directors in accordance with Section 295A of the Corporations Act 2001 for the financial
year ended 30 June 2024.
This declaration is signed in accordance with a resolution of the Board of Directors made pursuant
to s.295(5)(a) of the Corporations Act 2001.
Jayne Shaw
Executive Chair
30 August 2024
For personal use only
Pitcher Partners Sydney
ABN 17 795 780 962
Level 16, Tower 2 Darling Park
201 Sussex Street
Sydney NSW 2000
Postal address
GPO Box 1615
Sydney NSW 2001
+61 2 9221 2099
sydneypartners@pitcher.com.au
pitcher.com.au
Pitcher Partners is an association of independent firms. Pitcher Partners Sydney ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
Independent Auditor's Report
To the Members of BCAL Diagnostics Limited
ABN 51 142 051 223
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of BCAL Diagnostics Limited (“the Company”), 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 and the statement of cash
flows for the year then ended, the consolidated entity disclosure statement and notes to the
financial statements, including a summary of material accounting policy information, and the
directors’ declaration.
In our opinion, the accompanying financial report of BCAL Diagnostics 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 financial performance for the year then ended; and
ii.
complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. 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 Company in accordance with
the auditor independence requirements of the Corporations Act 2001 and the ethical requirements
of the Accounting Professional and 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, which has
been given to the Directors of the Company, would be in the same terms if given to the Directors
as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney
For personal use only
Independent Auditor's Report
To the Members of BCAL Diagnostics Limited
ABN 51 142 051 223
47
Pitcher Partners Sydney
ABN 17 795 780 962
An association of independent firms
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.
Other Information
The Directors are responsible for the other information. The other information comprises the
information included in the Company’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.
Key audit matter
How our audit addressed the matter
Existence and Valuation of Research and Development Tax Incentives
Refer to Note 7: Current Assets – Tax Receivables and Note 2(i) Research and
Development Expenditure
The Group receives a 48.5% refundable tax
offset of eligible expenditure under the
Research and Development (R&D) Tax
Incentive scheme.
Management have performed a detailed
review of the Company’s total research and
development expenditure to determine the
potential claim under the R&D tax incentive
legislation.
The process in calculating the R&D tax rebate
requires judgment and specialised knowledge
in identifying eligible expenditure, which gives
rise to anticipated R&D tax incentives.
Balances in relation to R&D tax incentives are
therefore considered a key audit matter.
Our procedures included amongst others:
▪
Comparing the estimates made in prior
periods to the amount of rebates
received after lodgement of the R&D tax
claim;
▪
Engaging our internal R&D tax specialist
to review the expenditure methodology
employed by management; and
▪
Obtaining R&D rebate calculations for
year ended 30 June 2024 completed by
management and performing the
following audit procedures:
o
Developing an understanding of
rebate calculation, identifying and
assessing eligible expenditure;
o
Testing the mathematical accuracy
of the accrual;
o
Testing a sample of claimed
expenditure to source
documentation and reviewing the
source documentation to agree that
expenses are eligible; and
o
For labour costs included in the
calculation, reviewing the
percentage included for
appropriateness.
▪
Reviewing disclosures in the notes to
the financial statements to ensure
adequacy.
For personal use only
Independent Auditor's Report
To the Members of BCAL Diagnostics Limited
ABN 51 142 051 223
48
Pitcher Partners Sydney
ABN 17 795 780 962
An association of independent firms
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:
a) the financial report (other than the consolidated entity disclosure statement) that gives a
true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001; and
b) the consolidated entity disclosure statement that is true and correct in accordance with
the Corporations Act 2001; and
for such internal controls as the Directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a
true and fair view and is free from material misstatement, whether due to fraud or error;
and
ii.
the consolidated entity disclosure statement that is true and correct and is free of
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the ability of the
Company 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 Company 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.
For personal use only
Independent Auditor's Report
To the Members of BCAL Diagnostics Limited
ABN 51 142 051 223
49
Pitcher Partners Sydney
ABN 17 795 780 962
An association of independent firms
Auditor’s Responsibilities for the Audit of the Financial Report (Continued)
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.
• 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.
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,
actions taken to eliminate threats or safeguards applied.
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 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.
For personal use only
Independent Auditor's Report
To the Members of BCAL Diagnostics Limited
ABN 51 142 051 223
50
Pitcher Partners Sydney
ABN 17 795 780 962
An association of independent firms
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 19 of the Directors’ Report for
the year ended 30 June 2024. In our opinion, the Remuneration Report of BCAL Diagnostics
Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act
2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
Rod Shanley
Pitcher Partners
Partner
Sydney
30 August 2024
For personal use only
BCAL Diagnostics Limited
Shareholders Information
For the year ended 30 June 2024
bcaldiagnostics.com
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange Ltd and not shown
elsewhere in this report is as follows. The information is current as at 22 August 2024.
(a) Distribution of Equity Securities
Holdings Range Report
BCAL Diagnostics Limited
Security Classes:
BDX - ORDINARY FULLY PAID
SHARES
As at Date:
22-Aug-
2024
Holding Ranges
Holders
Total Units
% Issued Share
Capital
above 0 up to and including 1,000
24
3,558
0.00%
above 1,000 up to and including
5,000
119
434,215
0.12%
above 5,000 up to and including
10,000
171
1,356,954
0.38%
above 10,000 up to and including
100,000
445
19,466,027
5.44%
above 100,000
321
336,533,960
94.06%
Totals
1,080
357,794,714
100.00%
(b) Substantial Shareholders
The company has the following substantial shareholders, as defined by the Corporations Act
2001, as at the date of this report:
Substantial shareholders
The names of the substantial shareholders in the Company, the number of equity securities
to which each substantial holder’s associates have a relevant interest, as disclosed in
substantial holding notices given to the Company are:
Holders Name
No of shares
% of
Issued
Capital
CAPITAL PROPERTY CORPORATION PTY LTD
33,293,425
9.31%
JAYNE SHAW - NABELLE PTY LTD
+OPSC P/L
31,914,418
8.92%
RONALD ANTHONY AND ANN-MARIE PHILLIPS + Rapcor Super
28,937,205
8.09%
MERA VALE NO 1 PTY LTD
22,093,215
6.17%
(c) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
51
For personal use only
BCAL Diagnostics Limited
Shareholders Information
For the year ended 30 June 2024
bcaldiagnostics.com
(d) Top Twenty Shareholders
Security
classes:
BDX - ORDINARY FULLY PAID SHARES
As at date:
22-Aug-2024
Display top:
20
Position
Holder Name
Holding
% IC
1
CAPITAL PROPERTY CORPORATION PTY LTD
33,293,425
9.31%
2
NABELLE PTY LTD
22,794,662
6.37%
3
MERA VALE NO 1 PTY LTD
22,093,215
6.17%
4
ANN-MARIE PHILLIPS
14,479,750
4.05%
5
NETWEALTH INVESTMENTS LIMITED
12,731,828
3.56%
6
RONALD ANTHONY PHILLIPS
10,912,486
3.05%
7
AUSTRALIAN PHILANTHROPIC SERVICES
FOUNDATION PTY LTD
10,000,000
2.79%
8
CITICORP NOMINEES PTY LIMITED
8,262,847
2.31%
9
COOLBRUN PTY LTD
6,633,789
1.85%
10
PIASTER PTY LTD
5,303,442
1.48%
11
DR RUSSELL KAY HANCOCK
4,500,000
1.26%
12
CARWOOLA PASTORAL CO PTY LIMITED
4,424,895
1.24%
13
JOHN HURRELL
4,000,000
1.12%
14
INNOVATIVE MANAGEMENT PTY LTD
4,000,000
1.12%
15
VINTAGE DAWN PTY LTD
3,984,050
1.11%
16
ANGELO KORSANOS &
ANTONIA KORSANOS
3,984,050
1.11%
17
RAPCOR PTY LIMITED
3,544,969
0.99%
18
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
3,332,168
0.93%
19
MR SEAN ALEXANDER KENNEDY
3,300,303
0.92%
20
MERA VALE NO 1 PTY LTD
3,200,000
0.89%
Total
184,775,879
51.64%
Total issued capital - selected security
class(es)
357,794,714
100.00%
(e) The Company had 91 Shareholders with unmarketable parcels as at 22 August
2024.
(f) There is currently no on-market buy-back
52
For personal use only
BCAL Diagnostics Limited
Shareholders Information
For the year ended 30 June 2024
bcaldiagnostics.com
1.
Company Secretary
The name of the company secretary is Guy Robertson.
2.
Address and telephone details of entity’s registered and administrative office
Suite 506, Level 5
50 Clarence Street
Sydney NSW 2000
AUSTRALIA
Ph: (02) 9078 7671
GPO Box Q128
Queen Victoria Building
NSW 1230
AUSTRALIA
3.
Address and telephone details of the office at which the register of securities is kept
Automic Pty Ltd
Level 5 126 Phillip Street
Sydney NSW 2000
Phone:
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
Email: hello@automic.com.au
Web site: www.automic.com.au
4.
Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Home Exchange – Sydney; ASX Code: BDX.
53
For personal use only