ANNUAL REPORT
YEAR ENDING 30 JUNE 2021
BTC HEALTH LIMITED ASX:BTC
www.btchealth.com.au
Contents
Chairman’s Letter
Directors' Report
Corporate Governance Statement
Financial Report
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report
Shareholder Information Corporate
Directory
Auditor Report
Information
2
4
12
19
41
42
43
46
48
BTC HEALTH | ANNUAL REPORT
PG 1
Chairman’s
Letter
I am pleased to report that despite the broader disruptions to the economy, our investments in BTC Speciality Health
Pty Ltd and BioImpact Pty Ltd (collectively referred to as BTC) have continued to perform strongly. We have achieved
a number of important milestones that are central to the Company’s growth strategy. Our three-pillar investment
strategy comprises organic growth, product diversification and transformative mergers and acquisitions, with a
central focus on innovative medical technologies and speciality pharmaceuticals.
Organic growth. Sales of medical devices and consumables grew 25% to $7.3m in the 2020/21 financial
year. After normalising for a significant period of elective surgery closure in 2019/20, we estimate the underlying
business grew 16% per annum, which is in line with our expectation of delivering double-digit growth.
Our sales team have been highly successful in prospecting, educating and onboarding clinicians to use BTC products
over those marketed by our competitors. We remain confident our products are differentiated, cost effective and
deliver better patient outcomes. New business comprised an increase in new hospital accounts of 9%, coupled with
the expansion of new surgeon uptake within existing accounts. I am encouraged by the feedback we consistently
receive from clinicians that our products provide real benefits to patients, reduced stay in hospital and thereby
reduce the cost burden on the healthcare system.
Product diversification. We have made good progress to extend our product range. On 30 June 2021, BTC
acquired the exclusive sale and distribution rights from Bronchitol(R) and Aridol(R) in Australia, New Zealand and
selected Asian countries from Pharmaxis for a one-off payment of $2m for a 10-year period with ongoing renewals.
Bronchitol® is PBS listed and indicated for Cystic Fibrosis and helps to clear abnormal build-up of mucus in the lungs,
airways and digestive system. Cystic Fibrosis Australia estimates 3,500 people currently suffer from Cystic Fibrosis in
Australia. The condition is life limiting and patients require ongoing medical intervention. Aridol® is indicated for
identifying bronchial hyperresponsiveness, a key indicator for the diagnosis of asthma. Asthma Australia estimate
2.7m (or 1 in every 9) Australians are diagnosed with Asthma. I am pleased we can continue to make Bronchitol® and
Aridol® available in the Australian market where there is a clear clinical need, and we are confident that our sales and
marketing expertise will support future growth of this portfolio.
Our mission is to provide clinicians with solutions and choice to improve patient care. Since closing the 2020/21
financial year, BTC has entered into two further agreements to expand its product offering. A range of line
extensions has been sourced to expand BTC’s medical consumables portfolio from Mediplus, a UK manufacturer of
single use medical devices in Anaesthesia, Gynaecology and Urology. And BTC will also be selling and distributing
Breg orthopaedic braces into hospitals to support patient recovery after joint surgery. Our expanded range will
continue to provide hospitals with greater choice both during surgery and solutions for ongoing care post- surgery.
BTC HEALTH | ANNUAL REPORT
PG 2
Transformative mergers and acquisitions. Acquiring further healthcare assets will enable a step
change in revenue and earnings, and as such this remains a key focus for the Board and management team. Our
pipeline of potential acquisition targets is strong and we continue to pursue a number of opportunities.
Shareholders will be further briefed as we progress discussions and seek capital funding.
During the year the Department of Health sought industry feedback on a range of proposed reforms to the
Prosthesis List, which is the re-imbursement framework for medical devices and funded by private health insurers.
Our submission highlighted that some of the proposed changes could lead to increased patient co-payments and of
most concern, an unintended resurgence in the use of post-operative opioid drug use. We are confident
that our products deliver real clinical and cost benefits and we will continue to emphsasise the importance
of patients continuing to have access to the best medical devices available, enabling improved recovery
from surgery and earlier discharge from hospital.
BTC has made good progress these last 12 months and our underlying business is strong. The company is actively
assessing healthcare assets to further diversify the business and create scale within the hospital market. Our
objective for the year ahead is to execute transformational change while continuing to expand our product
portfolio and generate organic growth, creating sustainable returns to shareholders within a compliant Pooled
Development Fund.
The Board would like to thank its employees, customers, shareholders and supply partners for their ongoing
support. We recognise your commitment to provide leading medical products ensures best possible patient care.
Dr. Richard S Treagus
Chairman
BTC HEALTH | ANNUAL REPORT
PG 3
Directors’ Report
The directors of BTC health Limited present their report on the audited financial statements of BTC health
Limited for the year ended 30 June 2021.
Directors
The following persons were directors of BTC health Limited (“the Company”) during the whole
of the financial year and up to the date of this report, unless stated otherwise:
-
-
-
Richard Spencer Treagus
Jonathan Charles Pilcher
Bruce Alwyn Hewett
Principal Activities
BTC health is a Pooled Development Fund, registered under the Pooled Development Funds Act 1992. The
Company hold investments, and continues to actively seek investment opportunities, in entities operating in the
healthcare sector.
Review of Operations and Results
Revenue from continuing operations for the year of $19,190 (2020: $169,604) largely comprised management
fees of $13,333 (2020: $ 160,000). Operating loss after income tax increased to $ 391,686 (2020: $ 283,036),
mainly due to a reduction in management fee income. Operating cost decreased to $410,876 (2020: $577,640)
largely due to a reduction in transaction costs.
BTC health held active interests in 2 investment companies at 30 June 2021. The valuation of each investee
company is recognised on the balance sheet. A movement in the valuation of BTC health’s investments is
recognised in the Company’s statement of profit and loss.
BTC Speciality Health Pty Ltd
BTC health’s wholly owned investee company BTC Speciality Health is an established distributor of medical
devices and consumables in the Australian and New Zealand Public and Private Hospital market. The company
has been successful in executing its growth plan, sales to hospitals grew 25% to $7.3m for the financial year 30
June 2021. BTC Speciality health is focused on continuing to grow and diversify its product portfolio to enable
choice solutions to be available to clinicians. Launch plans have been finalised for the sale and distribution of
Bronchitol®, Aridol®, Breg braces and a range of medical consumables. These products have been sublicensed
from BioImpact and will be launched early 2021/22. BTC health’s investment in BTC Speciality Health remains
unchanged at $6.0m.
BioImpact Pty Ltd
BTC health wholly owns BioImpact, an investment company which licenses and holds intellectual property rights
for healthcare products. On 30 June 2021, BTC health committed a further investment of $2,000,000 which
enabled BioImpact to secure exclusive distribution rights for Aridol® and Bronchitol® from Pharmaxis. Sale
and distribution rights were sublicensed to BTC Speciality Health Pty Ltd, which has the sales
and
distribution infrastructure to execute a successful commercial launch. In July 2021, agreements were secured
for a range of medical consumables and Breg braces for distribution in private and public hospitals. BTC
Speciality health will use its expertise to launch these products during the quarter ended September 2021.
BTC health values the investment in BioImpact Pty Ltd at $2,000,100.
BTC HEALTH | ANNUAL REPORT
PG 4
BIO101 Group Pty Ltd
BTC health sold its investment in BIO101 on 31 July 2020, a non-core investment which provides accounting, taxation
and company secretarial services to companies in the life sciences and healthcare sector. On settlement, BTC health
received $500,000 cash, representing a 500% return on the Company’s initial investment and equal to the value of
the investment at 30 June 2020.
Financial Position
At 30 June 2021, the company’s net assets were $10,837,108 compared with $11,228,794 at 30 June 2020. Cash
reserves as at 30 June 2021 were $2,368,975, compared with $2,750,289 at 30 June 2021. The net tangible asset
backing per share as at 30 June 2021 equated to 4.40 cents (2020: 4.56 cents).
Dividends
No dividends have been declared in respect of the financial year ended 30 June 2021 (2020: nil).
Business Strategies and Future Prospects
BTC health has undertaken a strategic review of its investments to ensure assets are able to generate sufficient
returns in the medium term to shareholders. The Company is committed to supporting investee companies in the
hospital healthcare sector given the demand for patient care, sustainable funding and an ageing population. The
Company is actively assessing a pipeline of assets to purchase which align to the Hospital sector. This may include
target companies which operate within the hospital critical care sector, or companies which provide product
diversification in high growth niche markets.
The primary objective for BTC Speciality Health is to increase market share through organic growth. New products
will continue to be sourced by BioImpact and will enable BTC Speciality Health to expand its product range within
pain management and critical care.
BTC health has supported investment in infrastructure to ensure its investee companies are well positioned to grow
organically and through acquisition. The company will advise the market when capital is needed for a material
investment.
BTC HEALTH | ANNUAL REPORT
PG 5
Information on Directors
Director
Experience
Special
Responsibilities
Particulars of Directors’ Interest
as at 17 August 2021
R S Treagus
J C Pilcher
B A Hewett
BScMed, MBChB, MPharmMed,
MBA, MAICD. Dr Treagus is a
physician and entrepreneur with
over 25 years’ e xperience in all
aspects of the international
pharmaceutical and biotechnology
industry.
Formerly a Director of
Neuren Pharmaceuticals Limited.
Appointed 4 August 2014. Age 55.
BSc, FCA. Mr Pilcher is a Chartered
Accountant and holds a degree in
biotechnology from the University of
Reading in the UK. Currently the CEO and
formally the CFO of Neuren
Pharmaceuticals Limited.
Appointed 1 September 2015. Age 55.
B of App Sc (Pharm) GAICD. Bruce
graduated as a pharmacist and has had
over 30 years’ experience in all aspects
of the pharmaceutical industry.
Appointed 5 August 2019. Age 67
Shares
Options
Executive Chairman
24,613,207
-
Non-Executive
125,000
-
Director
Non-Executive
45,000
-
Director
Company Secretary
Sharon Papworth has over 20 years’ finance experience, including over 10 years in the healthcare sector. She is a
member of Chartered Accountants Australia and New Zealand.
BTC HEALTH | ANNUAL REPORT
PG 6
Remuneration Report (Audited)
This report outlines the remuneration arrangements in place for key management personnel of BTC health
Limited - (the “company”).
The following persons acted as directors and were also the key management personnel of the company during
the financial year:
Richard Spencer Treagus
Jonathan Charles Pilcher
Bruce Alwyn Hewett
Sharon Papworth
Remuneration Policy
The performance of the company depends upon the quality of its directors and executives. To prosper, the
company must attract, motivate and retain highly skilled directors and executives. The fees for services provided
by Directors have been determined contractually at arms length. The Board has not appointed a Remuneration
Committee and this function is being undertaken by the Board.
Bruce Hewett was paid a fixed non-executive director fee of $20,000 per annum. Jonathan Pilcher was paid a
fixed non-executive director and audit committee chairman fee of $40,000 per annum. The director fees are
determined by the board.
Richard Treagus is an executive director and receives a monthly executive director fee of $15,000. Executive
director fees totalled $180,000 for the financial year. A service contract with PharmaConnect Pty Ltd (an entity
associated with Richard Treagus) may be terminated with one day’s written notice.
No Directors are entitled to long service leave or annual leave.
Company Performance and Link to Company Performance
Non-executive directors receive fixed rate remuneration, with no link to company performance.
The following table shows the revenue, the operating result and net assets of the company for the last 5 years
as well as the share price and earnings per share at the end of the respective financial years.
2017
2018
2019
2020
2021
Revenue from continuing operations
28,496
62,937
187,763
169,604
19,190
Investment fair value adjustment
-
144,900
130,000
125,000
-
Net Profit/ (Loss) after tax
(516,527)
(1,467,834)
(692,742)
(283,036)
(391,686)
Dividend Paid
Share Placement
Net Assets
-
-
-
-
1,973,346
347,628
8,849,798
160,757
-
-
3,978,873
2,973,002
11,341,485
11,228,794
10,837,108
Share price at Year end (in cents)
Basic earnings per Share (in cents)
0.16
0.20
0.085
0.10
0.074
(0.45)
(1.14)
(0.51)
(0.12)
(0.16)
BTC HEALTH | ANNUAL REPORT
PG 7
Remuneration of Directors:
2021
SHORT TERM
EMPLOYEE
BENEFITS
POST-
EMPLOYMENT
BENEFITS
EQUITY
SETTLED
SHARES
OTHER LONG-
TERM
BENEFITS
$
$
Salary and Fees
Superannuation
R S Treagus
(Chairman)
J C Pilcher
(non-executive)
B Hewett
(non-executive)
180,000
-
36,530
3,470
20,000
-
Total Remuneration
236,530
3,470
$
-
-
-
-
$
-
-
-
-
2020
SHORT TERM
EMPLOYEE BENEFITS
POST-
EMPLOYMENT
BENEFITS
$
$
EQUITY
SETTLED
SHARES
$
R S Treagus
(Chairman)
J C Pilcher
(non-executive)
B Hewett
(non-executive)
Peter Jones*
(non-executive)
Salary and Fees
Superannuation
170,000
-
102,679
36,530
3,470
18,077
8,098
-
-
-
-
-
Total Remuneration
232,705
3,470
102,679
* Resigned 26 November 2019
Equity Settled Shares
OTHER LONG-
TERM BENEFITS
$
-
-
-
-
-
TOTAL
$
180,000
40,000
20,000
240,000
TOTAL
$
272,679
40,000
18,077
8,098
338,854
No directors of the Company received any share-based payments as part of their remuneration during the
financial year ended 30 June 2021. Dr. Richard Treagus was granted 892,857 shares, approved at the Annual
General Meeting held on 26 November 2019. The value of securities granted totaled $102,679 and vested
immediately. The shares were issued in lieu of a bonus for completing the hospital infusion business transaction
on 31 May 2019. There were no other share based payments issued to directors during the year ended 30 June
2020.
BTC HEALTH | ANNUAL REPORT
PG 8
Directors Meetings
The number of meetings of the company’s board of directors (including committees of directors) held for the year
ended 30 June 2021, and the number of meetings attended by each director were:
NUMBER OF
DIRECTOR
MEETINGS
NUMBER OF
DIRECTOR
MEETINGS
ATTENDED
NUMBER OF
AUDIT
COMMITTEE
MEETINGS
NUMBER OF
MEETINGS
ATTENDED
R S Treagus
J C Pilcher
B A Hewett
10
10
10
10
10
10
-
2
2
-
2
2
Auditor Independence Declaration to the Directors
The directors have received the auditors’ independence declaration which is included on page 42 of this report.
Insurance of Directors and Officers
During the financial year, the company paid a premium of $40,750 (2020: $29,635) including GST
the directors and officers of the company. The liabilities
incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as
officers of the company or a related body corporate.
insured are costs and expenses that may be
to insure
Share Options
At the date of this report, BTC health Limited has 5,000,000 (2020: 5,000,000) unissued ordinary shares under
option.
Significant Events after the Balance Date
On 2 July 2021, BTC health announced it had raised $2,500,000 via a private placement to fund the acquisition of
exclusive distribution rights to Bronchitol® and Aridol® from Pharmaxis. A total of 35,714,286 shares were issued
at 7 cents per share. No other matters or circumstances have arisen since the end of the financial year which
significantly affected or may significantly affect the operations of the company, the results of those operations or
the state of affairs of the company in future financial years.
BTC HEALTH | ANNUAL REPORT
PG 9
CFO & Company Secretary
Sharon Papworth was appointed CFO and Company Secretary on 1 October 2019. Remuneration is recorded in BTC
health’s investee company, BTC Speciality Health, where the majority of time is allocated. S Papworth received
$285,000 in remuneration for the year ended 30 June 2021, including post-employment benefits.
Remuneration Practices
No director appointed during the period received a payment as part of his or her consideration for agreeing to hold
the position. The remuneration of each director has been established on the basis of a flat fee, inclusive of any
superannuation benefit. Thus, there is no direct link between performance and the level of remuneration.
Share holdings
The numbers of shares in the company held during the financial year by each director of BTC health Limited,
including their personally related entities, are set out below:
Year ended 30 June 2021
NAME
Ordinary shares
R S Treagus
J C Pilcher
B A Hewett
BALANCE AT
THE START OF
THE YEAR
ADDITIONS
EQUITY
SETTLED
SHARES
OTHER NET
CHANGES
DURING THE
YEAR
BALANCE AT THE
END OF THE YEAR
23,943,055
670,152
125,000
45,000
-
-
-
-
-
-
-
-
24,613,207
125,000
45,000
Transactions with directors and director related entities
The terms and conditions of transactions with directors and their director related entities were no more favourable
than those available or which might reasonably be expected to be available, on similar transactions to non-director
entities on an arm’s length basis.
End of Remuneration Report
BTC HEALTH | ANNUAL REPORT
PG 10
Likely Developments and Expected Results of Operations
BTC health is committed to supporting the business objectives of its wholly owned investee companies in order that
they grow their revenues and ultimately their profitability. BTC health also continues to seek and carefully evaluate
additional investment opportunities in the healthcare, more specifically, technologies and companies that in the
Board’s view will benefit from greater access to management expertise and development capital.
Environmental Regulation
The company is not subject to any significant environmental regulation in respect of its activities.
Proceedings on Behalf of the Board
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for
all or any part of those proceedings.
Auditor & Non-Audit Services
Audit fees of $55,844 (2020: $55,080) were paid to Grant Thornton. No other fees were paid to Grant Thornton.
This directors’ report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the
Corporations Act 2001.
R S Treagus, Chairman
Melbourne
17 August 2021
BTC HEALTH | ANNUAL REPORT
PG 11
Corporate Governance Statement
BTC health’s board of directors (“Board”) aims to ensure that the company operates with a corporate governance
framework and practices that promote an appropriate governance culture throughout the organisation and that are
relevant, practical and cost-effective for the current size and stage of development of the business. The Board will
continue to review the framework and practices as the business size and complexity changes. The corporate
governance statement was adopted on 17 August 2021.
A description of the framework and practices is set out below, laid out under the structure of the ASX Listing Rules
and the Corporate Governance Principles (the “Principles”) and Recommendations (the “Recommendations”) 4th
Edition issued by the ASX Corporate Governance Council in February 2019.
Principle 1.
Lay solid foundations for management and oversight:
The Board is responsible for the overall corporate governance of the company. The Board acts on behalf of and is
accountable to the shareholders. The Board seeks to identify the expectations of shareholders as well as other
regulatory and ethical expectations and obligations. The Board is responsible for identifying areas of significant
business risk and ensuring mechanisms are in place to manage those risks adequately. In addition, the Board sets
the overall strategic goals and objectives, and monitors achievement of goals. In accordance with Recommendation
1.2, the board charter sets out the roles and responsibilities of the Board and Management.
The Board has delegated the responsibility for the operation and administration of the company to the Executive
Chairman and the Company Secretary. The Board will ensure that management is appropriately qualified to
discharge its responsibilities.
The Board will ensure management’s objectives and activities are aligned with the expectations and risks identified
by the Board through a number of mechanisms including the following:
•
•
•
•
•
establishment of the overall strategic direction and leadership of the company;
approving and monitoring the implementation by management of the company’s strategic plan to achieve
those objectives;
reviewing performance against its stated objectives, by receiving regular management reports on business
situation, opportunities and risks;
monitoring and review of the companies controls and systems including those concerned with regulatory
matters to ensure statutory compliance and the highest ethical standards; and
review and adoption of budgets and forecasts and monitoring the results against stated targets.
BTC HEALTH | ANNUAL REPORT
PG 12
The Board sets the corporate strategy and financial targets with the aim of creating long-term value for
shareholders. In accordance with Recommendation 1.2, the Board undertakes appropriate checks before appointing
a new director or putting forward to shareholders a candidate for election and provides shareholders with all
material information in its possession relevant to a decision on whether or not to elect or re-elect a director. The
company has written agreements with each director of the company in accordance with Recommendation 1.3. The
Company Secretary is accountable directly to the Board on all matters to do with the proper functioning of the
Board, in accordance with Recommendation 1.4.
At this stage of the company’s development, considering the very small size of the workforce, the Board has chosen
not to establish a formal diversity policy or formal objectives for gender diversity, as described in Recommendation
1.5. The company does not discriminate on the basis of age, ethnicity or gender and when a position becomes vacant
the company seeks to employ the best candidate available for the position. Currently all directors are male.
Given the size and nature of the company a formal process for evaluating the performance of the Board and the
directors in accordance with Recommendation 1.6 has not been developed. The company has formalized a process
to review the performance of senior executives, as described in Recommendation 1.7. Performance of senior
executives includes but is not limited to the achievement of goals set by the Board and performance behaviours in
line with company values.
Principle 2.
Structure the Board to add value
The Board has not considered it necessary or value-adding to establish a separate Nomination Committee
(Recommendation 2.1). The selection, appointment and retirement of directors is considered by the full Board,
within the framework of the skills required. The Board may also engage an external consultant where appropriate
to identify and assess suitable candidates who meet the Board’s specifications. The composition of the board is
discussed regularly, and each director may propose changes for discussion.
The company is currently establishing a skills matrix which sets out the mix of skills that the Board seeks to achieve
in its membership (recommendation 2.2). The skills matrix will be disclosed when finalised.
The current Board consists of 2 non-executive directors and 1 executive director. The skills and experience of each
of the directors are detailed in the Directors’ Report. Each of the current directors has held office continuously since
their date of appointment and these details are:
Current Directors
R S Treagus appointed 4 August 2014*
J C Pilcher appointed 1 September 2015 (independent director)
B A Hewett appointed 5 August 2019 (independent director)
* R S Treagus is not considered to be independent as he is a related person to a substantial shareholder in BTC
health.
The directors believe that the current structure, small size and membership profile of the Board provides the
maximum value to the business at this stage of its development, notwithstanding that they do not follow
Recommendation 2.5 as the chair is not independent. The Board will continue to assess whether this is the optimum
membership and structure for the business as it grows and develops. In the event the composition of the board
changes, the company has formalised an induction program for new directors, as described in Recommendation 2.6.
BTC HEALTH | ANNUAL REPORT
PG 13
Principle 3.
Promote ethical and responsible decision-making
The Board is committed to the highest standards of conduct and ethical behaviour in all business activities. The
company’s values underpin the performance and behaviour of directors and employees. At BTC we:
•
•
•
•
•
Deliver outcomes that make a difference
Are committed to quality and continuous improvement
Forster collaboration and value long term relationships
Are agile and act with integrity
Hold ourselves accountable to all stakeholders.
The Board established a formal Code of Conduct (Recommendation 3.2) on 19 October 2016, which requires that
Board members and employees:
• will act honestly, in good faith and in the best interests of the whole company
•
•
owe a fiduciary duty to the company as a whole
have a duty to use due care and diligence in fulfilling the functions of office and exercising the powers
attached to that office will undertake diligent analysis of all proposals placed before the Board
• will act with a level of skill expected from Directors and key executives of a publicly listed company
• will use the powers of office for a proper purpose, in the best interests of the company as a whole
• will demonstrate commercial reasonableness in decision-making
• will not make improper use of information acquired as Directors and key executives
• will not disclose non-public information except where disclosure is authorised or legally mandated
• will keep confidential information received in the course of the exercise of their duties and such information
remains the property of the company from which it was obtained and it is improper to disclose it, or allow
it to be disclosed, unless that disclosure has been authorised by the person from whom the information is
provided, or required by law
• will not take improper advantage of the position of Director or use the position for personal gain or to
compete with the company
• will not take advantage of company property or use such property for personal gain or to compete with the
company
• will protect and ensure the efficient use of the company’s assets for legitimate business purposes
• will not allow personal interests, or the interest of any associated person, to conflict with the interests of
the company
•
have an obligation to be independent in judgement and actions and Directors will take all reasonable steps
to be satisfied as to the soundness of all decisions of the Board
• will make reasonable enquiries to ensure that the company is operating efficiently, effectively and legally,
towards achieving its goals
• will not engage in conduct likely to bring discredit upon the company
• will encourage fair dealing by all employees with the company’s customers, suppliers, competitors and
other employees
• will encourage the reporting of unlawful/unethical behaviour and actively promote ethical behaviour and
protection for those who report violations in good faith
• will give their specific expertise generously to the company
•
have an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the
principles of this Code of Conduct
BTC HEALTH | ANNUAL REPORT
PG 14
Consistent with Recommendation 3.4, the Board established a formal anti-bribery and corruption policy
(Recommendation 3.2) on 16 March 2021, which requires that Board members and employees:
• must not give, offer, promise, accept, request, authorise, assist or cover up any form of bribe, whether
directly or indirectly
•
have an obligation, at all times, to report any incident which involves bribery and or corrupt conduct
• must not engage or participate in victimisation, bullying, harassment or any other action against a person
who makes a report under this policy or is cleared of an allegation made under this policy.
The Board have adopted the following controls in its anti-bribery and corruption policy:
•
•
•
•
all gifts, entertainment or hospitality valued at $100 or more must be approved before the
gift, entertainment or hospitality is accepted. The offering or acceptance of gifts, entertainment or
hospitality much comply with legal restrictions, be done in an open and transparent manner, must not
include cash, loans or cash equivalents, and cannot be construed as an attempt to unduly influence
business or government decision making.
all gifts and benefits valued at $100 or more, must be declared and recorded in the Gift and Entertainment
Register
political donations shall not be made, whether in cash or kind, in support of any political parties
or candidates, or to any political cause or election fund
charitable support and donations require approval and the company must ensure that
charitable contributions are not made for the purposes of gaining commercial advantage or concealing
bribery.
The Company is committed to complying with all applicable laws and regulations and acting in a manner that is
consistent with the principles of honesty, integrity, fairness and respect. The Board established a formal
Whistleblower policy (Recommendation 3.4) on 19 October 2020, which provides a safe and secure framework for
any persons who are aware of possible wrongdoing with respect to the Company Group, to be able to disclose the
wrongdoing in a safe and secure environment with confidence that they will be protected and supported. Employees
are encouraged to raise concerns about any issue or suspicion of bribery and corruption at the earliest stage.
Principle 4.
Safeguard integrity in financial reporting
With regards to Recommendation 4.1, The Board has established an Audit Committee, which currently consists of
two non-executive directors, Jon Pilcher and Bruce Hewett. Jon chairs the Committee and has extensive financial
qualifications and experience. The Audit Committee holds a majority of independent directors, although
currently does not have three members. The Audit Committee met two times during 2020/21 and these
meetings were attended by all members.
The current Committee operates under a charter approved by the Board on the 19 October 2016, a summary of
which is available on the BTC health website.
It is responsible for undertaking a broad review of, ensuring compliance with, and making recommendations in
respect of, the company's internal financial controls and legal compliance obligations. It is also responsible for:
•
•
•
review of audit assessment of the adequacy and effectiveness of internal controls over the company’s
accounting and financial reporting systems, including controls over computerised systems;
review of the audit plans and recommendations of the external auditors;
evaluating the extent to which the planned scope of the audit can be relied upon to detect weaknesses in
internal control, fraud and other illegal acts;
BTC HEALTH | ANNUAL REPORT
PG 15
•
•
•
•
review of the results of audits, any changes in accounting practices or policies and subsequent effects on
the financial statements and make recommendations to management where necessary and appropriate;
review of the performance and fees of the external auditor;
oversight of legal compliance including trade practices, corporations law, occupational health and safety
and environmental statutory compliance, and compliance with the Listing Rules of the ASX;
supervision of special investigations when requested by the Board;
In undertaking these tasks, the Audit Committee meets separately with management and external auditors where
required.
In accordance with Recommendation 4.2, the Board sought assurances in writing from the Executive Chairman and
the Company Secretary that in their opinion the financial records of the company for the financial year 30 June 2021
were;
a) properly maintained in accordance with section 286 of the Corporations Act 2001; and
b) the financial statements, and the notes to the financial statements, of the entity, for the financial year
ended 30 June 2021:
a.
b.
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
give a true and fair view of the entity's financial position as at 30 June 2021 and of its
performance, as represented by the results of its operations and its cash flows, for the
financial year ended on that date.
The Board received those assurances on 17 August 2021.
In accordance with Recommendation 4.3, the Board ensures that its external auditor attends the AGM and is
available to answer questions from security holders relevant to the audit.
Principle 5.
Make timely and balanced disclosure
The Board recognises the importance of communicating effectively with shareholders and providing equal access to
information. The company has established the standards, protocols and requirements expected to comply with
continuous disclosure obligations under the ASX Listing Rules and the Corporations Act 2001. The Board formalised
its continuous disclosure policy on 19 October 2020 which endeavours to provide communication to third parties
that a reasonable person would expect to have a material effect on the price or value of the Company’ securities.
The company will disclose to third parties, including but not limited to shareholders, investment community, the
media and the ASX which:
•
•
•
•
is timely; and
is factual and accurate; and
does not omit material or relevant information ; and
is expressed in a clear manner to ensure third parties are able to assess the impact of information disclosed.
The Company’s obligation to disclose price-sensitive information does not apply if, and only if, each of the following
conditions is and remains satisfied:
•
•
•
a reasonable person would not expect to be disclosed (because, for example, the result of disclosure would
be unreasonably prejudicial to the Company); and
the information is confidential; and
one or more of the conditions apply: it would be a breach of law to disclose the information; and/or the
information concerns an incomplete proposal or negotiation; and/or information is insufficiently
definite to arrant disclosure; and/or information is generated for internal management purposes;
and or the information is a trade secret.
BTC HEALTH | ANNUAL REPORT
PG 16
The Board may request a trading halt where confidential information is inadvertently made public and further time
is required to enable the company to prepare an appropriate public announcement; or the company is preparing to
make a major announcement. The company will provide information to the ASX under Listing Rule 3.1B to prevent
or correct a false market.
Principle 6.
Respect the rights of shareholders
The Board strives to communicate effectively with shareholders, give them ready access to balanced and
understandable information about the business and make it easy for them to participate in shareholder meetings.
In accordance with Recommendation 6.1, comprehensive information about the company and its governance is
provided via the website www.btchealth.com.au. This includes information about the Board, as well as corporate
governance policies. All announcements, presentations, financial information and meetings materials disclosed to
the ASX are placed on the website, so that current and historical information can be accessed readily.
investor relations program facilitates effective two-way communication with
investors
The company’s
(Recommendation 6.2). The Chairman interacts with institutional investors, private investors, analysts and media
on an ad hoc basis, conducting meetings in person or by teleconference and responding personally to enquiries. The
Board seeks practical and cost-effective ways to promote informed participation at shareholder meetings
(Recommendation 6.3). This includes providing access to clear and comprehensive meeting materials and electronic
proxy voting. In accordance with Recommendation 6.4, shareholders are provided with and encouraged to use
electronic methods to communicate with the company and with the share registry.
Principle 7.
Recognise and manage risk
The Directors have not considered it necessary to form a separate Risk Committee. The Board thus retains direct
responsibility, oversight and management for material business risks. (Recommendation 7.1)
The multiple risks inherent in operating the company and managing its investments are managed by a number of
means designed to avoid or minimise any adverse material financial impact. These include:
•
•
•
reviews by the Board of the scope, practical application and thoroughness of the system of internal control
and the company’s means of recognising and protecting itself against material business risk;
reports from the company’s insurance broker concerning the adequacy of insurance cover;
reports and recommendations received from the external auditor during the process of reviewing the
accounts and internal controls.
Given that the company’s business focus is upon providing patient equity capital to new Australian enterprises
endeavouring to exploit commercial opportunities in the life-sciences field, the major financial risk is that the
company’s investment will be lost or will materially lose value. This could occur under a variety of circumstances
including where the underlying enterprise subsequently fails, or commercially suffers in a significant way, e.g. due
to marketing difficulties or delays, product failure, serious management or funding problems, etc. The innovative
nature of the investee enterprises also tends to increase the investment risk involved.
The Board endeavours to reduce investment risk by a number of means, including:
•
•
•
•
•
requiring all investments to be made in full compliance with the Pooled Development Funds Act 1992 and
the general rationale of the PDF Program;
ensuring proper evaluation of new investment opportunities by means of a thorough due diligence
assessment;
ensuring investees have taken proper steps to secure their intellectual property rights;
ensuring each investee has a proper business plan, financial budgets and has established clear, achievable,
commercial goals;
diversifying investment over a number of different companies, each aiming at a different potential market
area or niche;
BTC HEALTH | ANNUAL REPORT
PG 17
•
appointing a director to the board of an investee company when possible.
The Board reviewed the company’s risk management framework and satisfied itself that it continues to be sound
on 17 August 2021. (Recommendation 7.2)
The Board considers that it is not necessary to have an internal audit function. The Board processes described above
are adequate, given the size and complexity of the business (Recommendation 7.3).
The company does not have a material exposure to economic, environmental or social sustainability risks.
(Recommendation 7.4)
Principle 8.
Remunerate fairly and responsibly
Due to the current size and structure of the company, the Board has not considered it necessary to form a
Remuneration Committee (Recommendation 8.1) and any remuneration matters are dealt with by the Board.
Particulars concerning Directors’ remuneration are set out in the Directors’ Report. The company’s current policy is
that non-executive directors receive only fixed cash remuneration.
The total remuneration pool for non-executive directors is approved by shareholders. There is currently only one
executive director and his executive fee has been determined and agreed upon by the board. The level of the fee
was determined by the directors based on professional experience, market forces and the amount of time required
to execute the role.
In accordance with Recommendation 8.3, any participants in an equity-based remuneration scheme are not
permitted to enter into any transactions (whether through the use of derivatives or otherwise) which limit the
economic risk of participating in the scheme.
BTC HEALTH | ANNUAL REPORT
PG 18
Financial Report - 30 June 2021
Contents Page
Financial Report
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Financial Statements
20
21
22
23
24
BTC health Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
BTC health Limited
Level 1
10 Oxley Road,
Hawthorn VIC 3122
BTC HEALTH | ANNUAL REPORT
PG 19
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2021
Revenue from continuing operations
Investment fair value adjustment
Accounting and Company Secretarial expenses
Executive Directors fees
Non-Executive Directors fees
Listing and Chess Fees
Legal Fees
Share based payments
Share registry fees
Audit Fees
Insurance
Filing Fees
Travel
Rent
Office expenses
Other expenses from operations
Loss before income tax
Income tax benefit
Loss after income tax attributable to members of
BTC health Limited
Notes
30 June
2021
$
30 June
2020
$
2
6
10
15
3
19,190
-
-
(180,000)
(60,000)
(34,412)
(8,360)
-
(21,130)
(55,844)
(39,188)
(5,859)
(54)
(2,491)
(1,447)
(2,091)
(391,686)
-
(391,686)
169,604
125,000
(46,281)
(272,679)
(66,175)
(36,190)
(1,476)
(9,588)
(16,201)
(55,180)
(33,281)
(5,738)
(2,862)
(5,815)
(1,296)
(24,878)
(283,036)
-
(283,036)
Total comprehensive loss for the year
(391,686)
(283,036)
Loss per share
Basic and diluted loss per share
19
(0.16) cents
(0.12) cents
The above statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
BTC HEALTH | ANNUAL REPORT
PG 20
Statement of Financial Position
As at 30 June 2021
Current Assets
Cash and cash equivalents
Loans to investee companies
Other financial assets
Other Assets
Total Current Assets
Non-Current Assets
Other financial assets
Loans to investee companies
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Unclaimed monies
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Other reserves
Accumulated losses
Total Equity
Notes
30 June
2021
$
30 June
2020
$
4
7
6
5
6
7
8
2,368,975
2,614,219
-
930
4,984,124
8,000,100
-
8,000,100
12,984,224
2,750,289
-
500,000
107,484
3,357,773
6,000,100
2,099,057
8,099,157
11,456,930
2,040,535
106,581
2,147,116
2,147,116
10,837,108
121,409
106,727
228,136
228,136
11,228,794
9
10
11
53,265,612
171,857
(42,600,361)
10,837,108
53,265,612
214,846
(42,251,664)
11,228,794
The above statement of financial position should be read in conjunction with the accompanying notes.
BTC HEALTH | ANNUAL REPORT
PG 21
Statement of Cash Flows
For the year ended 30 June 2021
Cash Flows from Operating Activities
Receipts from customers
Interest received
Payments to suppliers and directors
Transfer from unclaimed monies account
Net cash used in operating activities
Cash Flows from Investing Activities
Proceeds on sale of Investments
Loans to investee companies
Net cash (used in)/ generated in investing activities
Cash Flows from Financing Activities
Share placement (net of capital raising costs)
Net cash generated by financing activities
Notes
30 June
2021
$
30 June
2020
$
12
6
68,019
857
(434,882)
(146)
(366,152)
226,057
9,604
(614,577)
(113,107)
(492,023)
500,000
(515,162)
(15,162)
-
(861,366)
(861,366)
-
-
160,757
160,757
Net increase/ (decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the
financial year
Cash and cash equivalents at the end of the Financial Year 4
(381,314)
2,750,289
(1,192,632)
3,942,921
2,368,975
2,750,289
The above statement of cash flows should be read in conjunction with the accompanying notes.
BTC HEALTH | ANNUAL REPORT
PG 22
Statement of Changes in Equity
For the year ended 30 June 2021
At 1 July 2019
Loss for the year
Total comprehensive (loss) for the year
Transaction with owners in their capacity as
owners:
Share placement
(net of capital raising costs)
Share based payments
Expiry of share options
Issued
capital
$
Accumulated
losses
$
Other
reserves
$
Total
$
53,104,855
(42,110,284)
346,914
11,341,485
-
-
(283,036)
(283,036)
160,757
-
-
-
-
141,656
-
-
-
9,588
(141,656)
(283,036)
(283,036)
160,757
9,588
-
At 30 June 2020
53,265,612
(42,251,664)
214,846
11,228,794
At 1 July 2020
Loss for the year
Total comprehensive (loss) for the year
Transaction with owners in their capacity as
owners:
Share placement
(net of capital raising costs)
Share based payments
Expiry of share options
53,265,612
(42,251,664)
214,846
11,228,794
-
-
-
-
-
(391,686)
(391,686)
-
-
42,989
-
-
-
-
(42,989)
(391,686)
(391,686)
-
-
-
At 30 June 2021
53,265,612
(42,600,361)
171,857
10,837,108
The above statement of changes in equity should be read in conjunction with the accompanying notes.
BTC HEALTH | ANNUAL REPORT
PG 23
Note 1 Summary of Significant Accounting Policies
The Financial Report of BTC health Limited for the year ended 30 June 2021
This general purpose financial report has been prepared in accordance with the requirements of Australian
Accounting Standards (including Australian Accounting Interpretations) and the Corporations Act 2001. The financial
report was authorised for issue in accordance with a resolution of the directors on 17 August 2021.
BTC health Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange.
Basis of Preparation
The financial statements are prepared in accordance with the historical cost convention, except for certain assets
which, as noted, are at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes
into account the characteristics of the asset or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure
purposes in these financial statements is determined on such a basis, except for share-based payment transactions
that are within the scope of AASB 2.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on
the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to
the fair value measurement in its entirety, which are described as follows:
•
•
•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
Both the functional currency and presentation currency of BTC health Limited is Australian dollars ($AUD). For the
purpose of preparing the financial statements, the Company is a for-profit entity.
Statement of Compliance
Compliance with Australian Accounting Standards ensures that the financial report, comprising the financial
statements and notes, complies with International Financial Reporting Standards (‘IFRS’).
COVID-19
In March 2020, the World Health Organisation declared the outbreak of a novel coronavirus (COVID-19) as a
pandemic. The pandemic has not had a material impact on business operations during the current year, however,
the Company is unable to determine if COVID-19 will have a material impact to its ongoing operations.
Adoption of New and Revised Accounting Standards
New and amended Australian Accounting Standards that are effective for the current year
The company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The new,
revised or amending Accounting Standards and Interpretations adopted do not have a material effect on the
company.
BTC HEALTH | ANNUAL REPORT
PG 24
New and revised Australian Accounting Standards in issue but not yet effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and
amendments to existing Standards, and Intepretations have been published by the IASB. None of these Standards
or amendments to existing Standards have been adopted early by the Company.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in
the current year have not been disclosued as they are not expected to have a material impact on the Company's
financial statements.
Significant Accounting Policies
The following significant accounting policies have been adopted in the preparation and presentation of the
financial report.
a) Investment Entity
The company meets the definition of investment entities which are exempt from consolidation under
AASB10 Consolidated Financial Statements. Instead of consolidating controlled investments the company
measures its investments at fair value in the Statement of Financial Position and recognises changes in
the fair value through the profit or loss.
b) Revenue Recognition
The company recognises revenue from management fees for services rendered to investee companies.
Revenue is measured based on the consideration to which the Company expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties. Management fee revenue is
recognised over time as the customer simultaneously receives the benefits provided by the entity’s
performance.
c) Interest Income
Interest income is recognised as the interest accrues (using the effective interest method, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial
instrument) to the net carrying amount of the financial asset.
d) Income Tax
Current tax payable is based on taxable profit for the year. Taxable profit differs from profit as reported in
the statement of comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The company’s liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting
period.
Deferred income tax is provided on all temporary differences at the statement of financial position date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except where the
deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is
not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available
BTC HEALTH | ANNUAL REPORT
PG 25
against which the deductible temporary differences, and the carry-forward of unused tax credits and
unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of
the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the
tax rates expected to apply to the year when the asset is realised, or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position
date.
e) Financial Instruments
Financial assets and financial liabilities are recognised in the Company’s statement of financial position
when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
Financial Assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
Classification of financial assets
The company classifies its financial assets as debt instruments measured subsequently at amortised cost
only if both the following criteria are met:
•
the financial asset is held within a business model whose objective is to hold financial assets in order
to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
•
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses (ECL) on investments in debt
instruments that are measured at amortised cost and trade receivables. The amount of expected credit
losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the
respective financial instrument.
The Company always recognises lifetime ECL for trade receivables. The expected credit losses on these
financial assets are estimated based on the Company’s historical credit loss experience, adjusted for factors
that are specific to the debtors, general economic conditions and an assessment of both the current as well
as the forecast direction of conditions at the reporting date, including time value of money where
appropriate.
For all other financial instruments, the Company recognises lifetime ECL when there has been a significant
increase in credit risk since initial recognition. However, if the credit risk on the financial instrument
has not increased significantly since initial recognition, the Company measures the loss allowance for
that financial instrument at an amount equal to 12-month ECL.
BTC HEALTH | ANNUAL REPORT
PG 26
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with
the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all its liabilities. Equity instruments issued by the Group are recognised at the proceeds
received, net of direct issue costs.
Financial liabilities
All the Company’s financial liabilities are measured subsequently at amortised cost using the
effective interest method.
f)
Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprises of cash at bank and in hand
and short-term deposits with an original maturity of three months or less that are readily convertible to
known amounts of cash and which are subject to insignificant risk of change in value. For the purposes of
the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined
above.
g)
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at
the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-
based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company’s estimate of the number of equity
instruments that will eventually vest. At each reporting date, the Company revises its estimate of the
number of equity instruments expected to vest as a result of the effect of non-market-based vesting
conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such
that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
Equity-settled share-based payment transactions with parties other than employees are measured at the
fair value of the goods or services received, except where that fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date
the entity obtains the goods or the counterparty renders the service.
h)
Earnings / (Loss) per share
I.
Basic earnings / (loss) per share
Basic earnings per share is determined by dividing net profit after income tax attributable to
members of the company, excluding any costs of servicing equity other than ordinary shares, by the
weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the year.
BTC HEALTH | ANNUAL REPORT
PG 27
II. Diluted earnings / (loss) per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after-income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares.
i)
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in
the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement
of cash flows on a net basis.
j)
Critical accounting judgments, estimates and assumptions
In applying the Company's accounting policies, management continually evaluates judgments, estimates
and assumptions based on experience and other factors, including expectations of future events that may
have an impact on the Company. All judgments, estimates and assumptions made are believed to be
reasonable based on the most current set of circumstances available to management. Actual results may
differ from the judgments, estimates and assumptions. Significant judgments, estimates and assumptions
made by management in the preparation of these financial statements are outlined below:
Valuation of investments
The fair values of unlisted securities not traded in an active market are determined in accordance with the
directors’ valuations which are based on their experience in the industry.
The directors have used assumptions, such as estimated cash flows, project business growth plans and
other market data available in determining their valuation of the unlisted investments. Should these
assumptions change in subsequent periods the fair value may be impacted and accounted for through the
profit or loss. The directors have used a number of different valuation tools together to determine the fair
value of the investee companies, including projected discounted cash flows and multiples of projected
revenues and profits.
Note 2
Revenues from Ordinary Activities
Interest income
Management Fee
Other revenue
Closing balance
30 June
2021
$
30 June
2020
$
857
13,333
5,000
19,190
9,604
160,000
-
169,604
BTC HEALTH | ANNUAL REPORT
PG 28
Note 3 Income Tax
Major components of income tax expense for the years ended 30 June 2021 and 2020 are:
30 June
2021
$
30 June
2020
$
-
-
-
-
-
-
Statement of Profit or Loss and other Comprehensive Income
Current Income
Current income tax benefit
Deferred Income Tax
Relating to origination and reversal of temporary differences
Income tax expense reported in the statement of profit or loss and
other comprehensive income
A reconciliation of income tax expense / (benefit) applicable to
accounting profit / (loss) before income tax at the statutory income tax
rate to income tax expense at the company’s effective income tax
rate for the years ended 30 June 2021 and 2020 is as follows:
Accounting profit / (loss) before tax from continuing operations
(391,686)
(283,036)
At the statutory income tax rate of 25% (2020: 25%)
(97,922)
(70,759)
Temporary differences and tax losses not brought to account as a
deferred tax asset
Permanent differences
95
-
94,064
368
Temporary differences and tax losses not brought to account as a
deferred tax asset to retained earnings
(97,827)
(23,673)
At effective income tax rate of (0%) (2020: (0%))
Income tax expense reported in statement of profit or loss
-
-
-
-
The Company is a Pooled Development Fund (PDF) and is taxed at 15% on income and gains from investments
in small to medium enterprises and taxed at 25% on all other income.
BTC HEALTH | ANNUAL REPORT
PG 29
30 June
2021
$
30 June
2020
$
Unrecognised deferred tax losses
Deferred tax assets have not been recognised in respect of the following
items:
Tax Losses – Revenue
Temporary differences
Tax Losses – Capital
Closing balance
6,707,899
64,302
225,000
6,997,201
6,609,387
133,631
225,000
6,968,018
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect
of this item because it is not probable that future taxable profit will be available in the immediate future against
which the company can utilise the benefits.
Note 4 Cash and cash equivalents
Cash at bank and on hand
Closing balance
30 June
2021
$
30 June
2020
$
2,368,975
2,368,975
2,750,289
2,750,289
Cash at bank and on hand earns interest at floating rates based on daily bank deposit rates.
Note 5 Other assets
Office bond
Prepayments
Trade debtors
Closing balance
30 June
2021
$
30 June
2020
$
-
930
-
930
14,795
38,003
54,686
107,484
During the financial year BTC moved premises which does not require an office bond. Prepayments comprise
insurance policies which are amortised on a straight line basis. The year on year variance relates to timing of
policies paid. Trade debtors as at 30 June 2020 are all related party transactions from BTC health’s
subsidiaries. There were no trade debtors at 30 June 2021.
BTC HEALTH | ANNUAL REPORT
PG 30
Note 6 Other financial assets
Other financial assets carried at fair value through profit or loss
Current
Bio101group Pty Ltd
Total Current other financial assets
Non - Current
BioImpact Pty Ltd
BTC Speciality Health Pty Ltd
Sensear Pty Ltd
Total Non-Current other financial assets
Closing balance
30 June
2021
$
30 June
2020
$
-
-
500,000
500,000
2,000,100
6,000,000
-
8,000,100
100
6,000,000
-
6,000,100
8,000,100
6,500,100
BTC health Limited, as an investment entity, has applied the exception to consolidation and instead accounts
for its investments in its subsidiaries at fair value through profit or loss in accordance with AASB 10.
BioImpact Pty Ltd is 100% owned by BTC health Limited. BioImpact licenses and holds intellectual property
rights for healthcare products for commercialisation in the Asia/Pacific region. Technologies and products
are sourced from international supply partners.
BTC Speciality Health Pty Ltd is 100% owned by BTC health Limited. BTC Speciality Health is an established
distributor of BTC health group’s medical devices and consumables in the Australian and New Zealand Public
and Private Hospital market.
BioImpact and BTC Speciality Health’s principal place of business is Level 1, 10 Oxley Road, Hawthorn VIC
3122.
Unlisted shares
The fair value of each unlisted investment is determined by directors’ valuation, which is based on their
experience in the industry. The directors have used assumptions, such as estimated cash flows, project plans
and other market data available in determining their valuation of the unlisted investments. Should these
assumptions change in subsequent periods the fair value may be impacted and accounted for through the
profit or loss. The directors have used several different valuation tools to determine the fair value of the
investee companies, including discounted cash flows and multiples of revenues and profits.
Summary of changes in investments in financial assets
Opening
Revaluation of unlisted investment
Additions
Disposals
Closing balance
30 June
2021
$
30 June
2020
$
6,500,100
-
2,000,000
(500,000)
8,000,100
6,375,100
125,000
-
-
6,500,100
Additions in the current year of $2,000,000 relate to an increased investment in BioImpact, necessary to
BTC HEALTH | ANNUAL REPORT
PG 31
acquire the exclusive sale and distribution rights for Bronchitol® and Airdol® in Australia, New Zealand and
selected Asian countries from Pharmaxis. The investment was executed on 30 June 2021 for commencement
on 1 July 2021. A one-off payment of $2,000,000 was made to secure the exclusive sale and distribution
rights. The investment was subsequently financed through the raising of $2,500,000 in share capital in July
2021 (refer to note 13).
Bio101group Pty Ltd was divested on 31 July 2021. The sale of this non-core investment has allowed BTC to
reinvest in healthcare assets for use in hospital. The initial investment in BIO101 was $100, sale proceeds of
$500,000 were received on 31 July 2021.
Note 7 Loans to investee companies
Loans to investee companies
BioImpact Pty Ltd
BTC Speciality Health Pty Ltd
Closing balance
30 June
2021
$
30 June
2020
$
678,304
1,935,915
2,614,219
555,707
1,543,350
2,099,057
The loans issued to BioImpact Pty Ltd and BTC Speciality Health Pty Ltd are non-interest bearing and have
no fixed terms of repayment. The estimated loss allowance for loans to investee companies at 30 June 2021
is $nil (2020: $nil).
Note 8 Trade and other payables
Current
Trade creditors
Accruals
Closing balance
30 June
2021
$
30 June
2020
$
39,985
2,000,550
2,040,535
80,809
40,600
121,409
Trade and other payables are non-interest bearing and are generally settled on 30-day terms.
BTC HEALTH | ANNUAL REPORT
PG 32
Note 9
Issued Capital
a)
Ordinary Shares
Issued and fully paid – Opening Balance
246,132,068
53,265,612
244,542,783
53,104,855
2021
Shares
2021
$
2020
Shares
2020
$
Share Placement 3 July 2020
Capital raising costs
Share Placement 27 August 2019
Capital raising costs
Equity Settled Shares 2 December 2019
Capital raising costs
-
-
-
-
-
-
-
-
625,000
-
71,428
-
50,000
(1,922)
10,000
-
892,857
102,679
-
-
Closing Balance
246,132,068
53,265,612
246,132,068
53,265,612
b)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
company in proportion to the number of and amounts paid on the shares held. On a show of hands every
holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a
poll each share is entitled to one vote. The company does not have authorised capital or par value in respect
of its issued capital.
Note 10 Share options Reserve
Opening balance
Amortisation of unlisted share options
Expiry of share options
Closing balance
30 June
2021
$
214,846
-
(42,989)
171,857
30 June
2020
$
346,914
9,588
(141,656)
214,846
Unlisted options are valued using the Black-Scholes valuation model and are amortised over the vesting
period of the options. At the date of the report, there are 5,000,000 unlisted ordinary shares under option
(2020: 5,000,000). All options granted have vested.
The following share-based payment arrangements in the form of share options were in existence during
the current reporting period:
BTC HEALTH | ANNUAL REPORT
PG 33
2019 Financial Year Grant
Options
Granted
Grant
Date
Grant date
fair value
$
Exercise
Price
$
Expiry
Date
Vesting
Date
5,000,000
21 June 2019
0.03
0.10
21 June 2022
21 June 2019
The above options were granted in relation to the settlement of a short term loan that was issued and
repaid in the financial year ended 30 June 2019. At the date of the report, there are 5,000,000
unlisted ordinary shares under option (2020: 5,000,000).
There has been no alteration of the terms and conditions of the above share-based
payment arrangements since the grant date.
Fair value of share options granted in the year
Nil options were granted during the 2021 financial year. The weighted average fair value of the share
options granted during the 2019 financial year is $0.034. Options were priced using a Black Scholes
option pricing model. Where relevant, the expected life used in the model has been adjusted based on
management’s best estimate for the effects of non-transferability and exercise restrictions,
including the probability of meeting market and service conditions attached to the option. Expected
volatility was based on the historical share price volatility in the 3 year period leading up to the grant
date.
Note 11 Accumulated Losses
Accumulated losses at the beginning of the year
Expiry of share options
Total comprehensive loss for the year
Accumulated losses at the end of the year
30 June
2021
$
(42,251,664)
42,989
(391,686)
(42,600,361)
30 June
2020
$
(42,110,284)
141,656
(283,036)
(42,251,664)
Note 12 Reconciliation of Operating Loss after Income Tax to the Net Cash Flow from
Operating Activities
Loss after income tax
Adjustment for:
Increase in valuation of unlisted investment
Share based payments
Increase / (Decrease) in trade and other payables
(Increase) / Decrease in other assets
Increase / (Decrease) in unclaimed monies account
Net cash used in operating activities
30 June
2021
$
30 June
2020
$
(391,686)
(283,036)
-
-
(80,874)
106,554
(146)
(366,152)
(125,000)
9,588
(36,622)
56,154
(113,107)
(492,023)
BTC HEALTH | ANNUAL REPORT
PG 34
Note 13
Subsequent Events
On 2 July 2021, BTC health announced it had raised $2,500,000 via a private placement to fund the acquisition
of exclusive distribution rights to Bronchitol® and Aridol® from Pharmaxis. A total of 35,714,286 shares were
issued at 7 cents per share. No other matters or circumstances have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the company, the results of those
operations or the state of affairs of the company in future financial years.
Note 14
Key Management Personnel
Name and position of key management personnel of the company in office at any time during the financial year:
R Treagus – Executive Chairman
J Pilcher – Non-executive
B Hewett – Non-executive
S Papworth – CFO and Company Secretary
Remuneration of key management personnel
Information on remuneration of key management personnel is set out in the Remuneration
Report in the Directors Report.
Short term benefits
Post-employment benefits
Share based payments
Closing balance
Note 15 Remuneration of Auditors
Grant Thornton
Remuneration for audit or review of the financial statements
Total audit remuneration
30 June
2021
$
30 June
2020
$
236,530
3,470
-
240,000
232,705
3,470
102,679
338,854
30 June
2021
$
30 June
2020
$
55,844
55,080
55,844
55,080
BTC HEALTH | ANNUAL REPORT
PG 35
Note 16 Related Party Disclosures
The company held loans to investee companies of $2,614,219 (2020: $2,099,057). Further disclosures
pertaining to investee company loans can be obtained in note 7.
BTC health received management fee income from Bio101group Pty Ltd during the prior financial year
of $13,333 (2020: $160,000). No further management fees were received from related parties during
the financial year.
Note 17
Operating Segments
Operating segments have been identified on the basis of internal reports of the Company that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess
their performance. The chief operating decision maker has been identified as the Executive Chairman. BTC
health has a single operating segment, being the making and managing of investments in healthcare ventures.
Note 18
Financial Risk Management Objectives and Policies
Financial Risk Management
Overview
The company has exposure to the following risks from the use of financial instruments – interest rate risk,
credit risk, liquidity risk and market price risk. This note presents information about the Company’s exposure
to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the
management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. The board reviews regularly the adequacy of the risk management framework in relation to
the risks faced by the company. The company’s principal financial instruments comprise cash and short-
term deposits and financial assets. The company has other financial instruments such as trade debtors and
trade creditors that arise directly from
in relation to the
valuation of investments traded on organised markets, and unlisted investments has been described in
Note 1(e).
its operations. The company’s policy
Interest Rate Risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument
will fluctuate due to changes in market interest rates. Interest rate risk arises from fluctuations in interest
bearing financial assets and liabilities that the company uses. The company’s financial assets which are affected
by interest rate risk are the company’s cash and cash equivalents and term deposits held. The company
manages its interest risk by using a mix of fixed and variable rates and trades only with recognised credit worthy
third parties.
The following table sets out the carrying amount, by maturity, of the financial instruments that are exposed to
interest rate risk:
BTC HEALTH | ANNUAL REPORT
PG 36
30 June 2021
Financial Assets
Cash
Total financial assets
Financial liabilities -
Trade and other payables
Total financial liabilities
Net Financial Assets
30 June 2020
Financial Assets
Cash
Total financial assets
Financial liabilities -
Trade and other payables
Total financial liabilities
Net Financial Assets
Balance
$
Interest
Rate
Weighted Average
Effective Interest Rate
2,368,975
2,368,975
2,040,535
2,040,535
328,440
2,750,289
2,750,289
121,409
121,409
2,628,880
Floating
0.01%
N/A
-
Floating
0.07%
N/A
-
Fair value sensitivity analysis for fixed rate instruments
The company does not account for any fixed rate financial assets and liabilities at fair value through profit or
loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the
company’s:
-
Loss for the year ended 30 June 2021 would decrease/increase by $50,236 (2020: decrease/increase
by $66,423). This is mainly attributable to the company’s exposure to interest rates on its variable
rate savings.
Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises principally from the company's cash and cash equivalents,
other assets and loans to investee companies. The company’s maximum exposure to credit risk at balance
date in relation to each class of recognised financial asset is the carrying amount of these assets.
BTC HEALTH | ANNUAL REPORT
PG 37
Liquidity Risk
Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation. The following are the contractual
maturities of financial liabilities:
Carrying
amount
Contractual
cash flows
6 months or
less
Greater than 6
months, less
than 1 year
Greater than
1 year
30 June 2021
Trade and other payables
Unclaimed monies
$
(2,040,535)
(106,581)
(2,147,116)
$
(2,040,535)
(106,581)
(2,147,116)
$
(2,040,535)
(106,581)
(2,147,116)
30 June 2020
Trade and other payables
Unclaimed monies
(121,409)
(106,727)
(228,136)
(121,409)
(106,727)
(228,136)
(121,409)
(106,727)
(228,136)
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Fair Value of Financial Assets and Liabilities
There is no difference between the fair values and the carrying amounts of the company’s financial instruments.
The company has no unrecognised financial instruments at balance date.
Market Price Risk
Equity price risk arises from financial assets held at fair value through profit or loss held as a part of the
company's operations. Investments within the portfolio are managed on an individual basis and all buy and sell
decisions are approved by the Board of Directors. The primary goal of the Company’s investment strategy is to
maximise investment returns on sale of investments. Unlisted investments are designated as a financial asset
held at fair value through profit or loss their performances are actively monitored, and they are managed on a
fair value basis.
Sensitivity analysis on changes in market equity prices
A change of 20% (based on the Board’s assessment of similar movements in the life sciences industry) in equity
prices at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown
below. The analysis is performed on the same basis for 2020.
30 June 2021
Financial assets carried at fair value
through profit or loss before tax:
Unlisted investments
Profit or loss
before tax
Equity
Carrying
Value
20%
increase
20%
decrease
20%
increase
20%
decrease
$
$
$
$
$
8,000,100 1,600,020
1,600,020
(1,600,020)
(1,600,020)
1,600,020
1,600,020
(1,600,020)
(1,600,020)
BTC HEALTH | ANNUAL REPORT
PG 38
30 June 2020
Financial assets carried at fair value
through profit or loss before tax:
Unlisted investments
Profit or loss
Before tax
Equity
Carrying
Value
20%
increase
20%
decrease
20%
increase
20%
decrease
6,500,100 1,300,020
1,300,020
(1,300,020)
(1,300,020)
1,300,020
1,300,020
(1,300,020)
(1,300,020)
Fair value of financial instruments: Valuation techniques and assumptions applied for the purposes of
measuring fair value
The fair values of unlisted investments are determined in accordance by directors’ valuations, which are based
on their experience in the industry. Directors have used assumptions, such as estimated cash flows, project
plans and other market data available in determining their valuation of unlisted investments. Directors have
reviewed discounted cash flows and multiple of revenue and profit calculations to determine the fair value
holding costs of the investments.
Name of Investment
Core Activity
Basis of Valuation
BioImpact Pty Ltd
In licence speciality pharmaceuticals
and medical devices
Investment valuation on cost incurred basis
and assessed considering fair value at year
reporting period
BTC Speciality Health Pty
Ltd
Commercialisation and distribution
of pharmaceuticals and medical
devices
Investment valuation on cost incurred
basisnd assessed considering fair value at
year reporting period
Fair value measurements recognised in the statement of financial position:
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
a)
b)
c)
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data (unobservable inputs).
Level 1
Level 2
Level 3
Total
30 June 2021
Financial assets
Unlisted investments– Financial assets carried at
fair value through profit or loss
30 June 2020
Financial assets
Unlisted investments– Financial assets carried at
fair value through profit or loss
There were no transfers between levels during the year.
$
-
-
-
-
$
$
8,000,100
8,000,100
8,000,100
8,000,100
6,500,100
6,500,100
6,500,100
6,500,100
BTC HEALTH | ANNUAL REPORT
PG 39
Reconciliation of Level 3 fair value measurements of financial assets
Opening balance
Total gains or losses:
acquisitions
divestments
investment fair value adjustment
-
-
-
Closing balance
2021
Total
$
2020
Total
$
6,500,100
6,375,100
2,000,000
(500,000)
-
8,000,100
-
125,000
6,500,100
Significant assumptions used in determining fair value of financial assets and liabilities
The fair value of unlisted investments are determined by directors’ valuations and assumptions, such as impacts
on estimated cash flows, project plans and market data available.
Capital risk management
The Company objectives when managing capital are to safeguard the Company’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The management of the Company's capital is performed by the Board.
The company is not subject to externally imposed capital requirements. The Company’s overall strategy remains
unchanged from 2020.
The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders,
comprising issued capital, reserves and retained earnings. Operating cash flows are used to maintain and
expand operations, as well as to make routine expenditures such as tax and general administrative outgoings.
Categories of financial instruments
Financial assets
Cash and cash equivalents
Other assets
Loans to investee companies
Financial assets carried at fair value through profit or loss
Financial liabilities
Trade and other payables
Unclaimed monies
Note 19 Loss Per Share
Basic and diluted loss per share, based on the
after tax loss of $391,686 (2020: ($283,036)) *
Weighted average number of ordinary shares used
as the denominator in calculating basic earnings per
share
30 June 2021
$
30 June 2020
$
2,368,975
930
2,614,219
8,000,100
(2,040,535)
(106,581)
2,750,289
107,484
2,099,057
6,500,100
121,409
106,727
30 June 2021
30 June 2020
(0.16) cents per share
(0.12) cents per share
246,132,068 shares
245,737,503 shares
*The options issued are not included in the diluted EPS as they are non-dilutive.
Note 20 Contingent Liabilities
There were no contingencies of which the company is aware as at the date of this report.
BTC HEALTH | ANNUAL REPORT
PG 40
Directors’ Declaration
The directors declare that,
a)
b)
c)
in the director’s opinion, there are reasonable grounds to believe that the company will be able
to pay its debts as and when they become due and payable,
in the director’s opinion, the attached financial statements are in compliance with International
Financial Reporting Standards as disclosed in Note 1 to the financial statements,
in the director’s opinion, the attached financial statements and notes thereto are in accordance
with the Corporations Act 2001, including compliance with accounting standards and giving a
true and fair view of the financial position and performance of the entity, and
d)
the directors have been given the declarations required by s.295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the board of directors pursuant to section 295(5) of
the Corporations Act 2001.
R S Treagus
Chairman
Melbourne
17 August 2021
BTC HEALTH | ANNUAL REPORT
PG 41
Collins Square, Tower 5
727 Collins Street
Melbourne VIC 3008
Correspondence to:
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
F +61 3 9320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of BTC Health Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of BTC Health
Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 17 August 2021
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Collins Square, Tower 5
727 Collins Street
Melbourne Victoria 3008
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of BTC Health Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of BTC Health Limited (the Company), which comprises the statement of financial
position as at 30 June 2021, the statement of profit or loss and other comprehensive income, statement of changes in
equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001,
including:
a Giving a true and fair view of the Company’s financial position as at 30 June 2021 and of its performance for the year
ended on that date; and
b 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matter
How our audit addressed the key audit matter
Unlisted shares held at fair value (Note 6)
As at 30 June 2021, the Company’s investment portfolio
consisted of two unlisted companies carried at a fair value of
$8,000,100.
These investments are classified as ‘Level 3’ financial assets
under Australian Accounting Standards, which are defined as
having significant unobservable inputs which make their
valuation complex.
This area is a key audit matter due to the quantum of the
financial assets and the significant estimation involved in
determining the value of Level 3 financial assets.
Our procedures included, amongst others:
Documenting and assessing the processes and controls in
place for management to determine the fair value of
investments within their portfolio;
Assessing and challenging management’s valuation
methodology and key assumptions applied, with the
assistance of Grant Thornton valuation specialists;
Evaluating the actual financial performance of each of the
investments by:
o Comparing the forecast financial information for the
year to the actual financial and operational results;
o Obtaining an understanding of key customer contracts
in place;
o
Performing analytical procedures to identify unusual
trends or movements in account balances;
o Holding discussions with management around
business performance and future business plans,
including whether sufficient existing funding is in place,
and whether the forecasts are appropriate and
consistent with the strategies of the business; and
Assessing the adequacy of the disclosures in the notes to
the financial report.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Company’s annual report for the year ended 30 June 2021, 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 we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
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.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar2_2020.pdf. This description forms part of
our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 7 to 10 of the Directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of BTC Health Limited, for the year ended 30 June 2021 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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M A Cunningham
Partner – Audit & Assurance
Melbourne, 17 August 2021
Shareholder Information
As at 6 August 2021
Spread of equity security holdings
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Ordinary
Shareholders
33
302
248
466
153
1,202
Unlisted
Option holders
-
-
-
-
1
1
Substantial holders
Notices under Section 671B of the Corporations Act, disclosing a relevant interest in the company’s shares,
have been received from the following substantial holders as at the date of this report:
Name
NAOS ASSET MANAGEMENT LIMITED
SIGMA COMPANY LIMITED
RICHARD AND KAREN TREAGUS
LHC CAPITAL PARTNERS PTY LTD
Equity security holders
Number of shares/votes
Voting power
72,556,683
28,627,553
24,613,207
22,500,0000
25.74%
10.16%
8.73%
7.98%
The names of the twenty largest holders of quoted equity securities are listed below:
Rank Name
A/C designation
1
2
3
4
5
6
7
8
9
NATIONAL NOMINEES LIMITED
UBS NOMINEES PTY LTD
MRS KAREN ELIZABETH TREAGUS
SIGMA COMPANY LIMITED
BNP PARIBAS NOMINEES PTY LTD
SIGMA COMPANY LIMITED
MR CAMPBELL DINWOODIE TAYLOR
MRS SUSAN MAREE WHITING
WINDARRI INVESTMENTS PTY LTD
10 MR THOMAS CHRISTOPHER FENNELL
11
12
13
SIGMA COMPANY LIMITED
NAMARONG INVESTMENTS PTY LTD
PRITDOWN PTY LTD
14
LINWIERIK INVESTMENTS PTY LTD
15 MR NICHOLAS DERMOTT MCDONALD
16
BNP PARIBAS NOMINEES PTY LTD
HUB24 CUSTODIAL SERV LTD
HANSEN INVESTMENT
Ordinary
Shares held
90,610,802
29,994,758
24,613,207
16,856,467
10,150,000
8,143,533
7,199,751
5,300,000
4,213,727
4,028,018
3,627,553
3,125,000
2,903,419
2,600,000
1,894,239
1,817,476
Voti
ng
Percen
tage
32.15
10.64
8.73
5.98
3.60
2.89
2.55
1.88
1.50
1.43
1.29
1.11
1.03
0.92
0.67
0.64
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Rank Name
A/C designation
GRAY LANE HOLDINGS PTY LTD
17
18 MR ROBERT BEAUMONT FROST
19 MR NIRMAL GREWAL
20 MRS LILIANA TEOFILOVA
Ordinary Shares
held
Voting
Percentage
1,327,804
1,187,500
1,100,000
1,001,500
0.47
0.42
0.39
0.36
Total
221,694,754
78.66
Less than marketable parcel holders
The number of holders holding less than a marketable parcel based on the market price was 441.
Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a
poll each share shall have one vote.
Options
There are no voting rights attached to unlisted options until they are exercised.
BTC HEALTH | ANNUAL REPORT
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Registered Office
BTC health Limited Level
Level 1, 10 Oxley Road
HAWTHORN VIC 3122
Principal Contacts
Richard Treagus
Chairman
T +61 417 520 509
rtreagus@btchealth.com.au
Sharon Papworth
Company Secretary
T+ 61 402 229 758
spapworth@btchealth.com.au
Link Market Services Limited
Tower 4, 727 Collins Street
MELBOURNE VIC 3008
Locked Bag A14
SYDNEY SOUTH NSW 1235
T 1300 554 474
F 02 9287 0303
Auditors
Grant Thornton
Collins Square, Tower 5
727 Collins Street
MELBOURNE VIC 3008
Corporate
Directory
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