BTC health Limited
ACN 091 979 172
Appendix 4E
Preliminary final report
Financial year ended 30 June 2023
Rule 4.3A
Appendix 4E
BTC health Limited
ACN 091 979 172
Preliminary final report Financial
year ended 30 June 2023
The following information is given to the ASX under listing rule 4.3A:
1.
Reporting Period
BTC health Limited A.C.N. 091 979 172 presents the following information for the year
ended 30 June 2023 together with comparative results for the year ended 30 June 2022.
All amounts shown are in Australian dollars unless otherwise stated.
2.
Results for announcement to the market
2.1 Operating Revenue
2.2 Loss after Tax attributable
to equity holders
2.3 Net Loss attributable to
equity holders
2023
$
13,260
2022
$
95,004
(10,167,862)
(576,076)
(81,744)
9,591,786
Increase/(Decrease)
$
% Change
(10,167,862)
(576,076)
9,591,786
2.4 Dividends
N/A
N/A
N/A
3.
Income Statement
Refer to attached Annual Report
4.
Balance Sheet
Refer to attached Annual Report
5.
Statement of Cash Flows
Refer to attached Annual Report
6.
Statement of Changes in Equity
Refer to attached Annual Report
(86%)
1665%
1665%
N/A
Appendix 4E Page 1
BTC health Limited
ACN 091 979 172
7.
Dividends
Appendix 4E
Preliminary final report
Financial year ended 30 June 2022
No dividends were paid in the financial year. The directors do not recommend the payment of
any dividends with respect to the financial year.
8.
Dividend or Distribution Reinvestment Plan
Not applicable.
9.
Net Tangible Assets per Security
30 June
2023
$
30 June
2022
$
$0.0099
$0.0456
Net tangible assets per security
10.
11.
Changes in Control Over Entities
Not applicable.
Associates and Joint Venture Entities
Not applicable.
12.
Significant Information
None
13.
Accounting Standards
The Financial Statements have been prepared in accordance with and comply with generally
accepted accounting practice in Australia, International Financial Reporting Standards, and
other applicable Financial Reporting Standards as appropriate for profit-oriented entities in
Australia.
14.
Commentary on the Results
Operating loss after income tax increased to $10,167,862 (2022: $576,076), primarily due to the
downward revaluation of investments following cessation of product supply from a material
supplier in the USA. A fair value non-cash downward movement of $9,619,890 was recognised
during the period, reducing the value of investments on the balance sheet to $1,200,000 (2002:
$10,819,890).
Revenue from continuing operations for the year of $13,260 (2022: $95,004) comprised interest
income.
Appendix 4E Page 2
BTC health Limited
ACN 091 979 172
Appendix 4E
Preliminary final report
Financial year ended 30 June 2022
Financial Position
At 30 June 2023, the Company’s net assets were $2,779,930 compared with $12,861,964
at 30 June 2022. Cash reserves as at 30 June 2023 were $1,736,899, compared with
$2,170,493 at 30 June 2022. The Company is an investment Entity and therefore cash
reserves in its investee companies are not included in BTC health’s balance sheet. The net
tangible asset backing per share as at 30 June 2023 equated to 0.99 cents (2022: 4.56 cents).
15.
Audit Status
This report is based upon the audited financial statements for the year ended 30 June 2023.
Appendix 4E Page 3
BTC health Limited
ANNUAL REPORT
YEAR ENDING 30 JUNE 2023
Chairman’s Letter
Directors' Report
Corporate Governance Statement
Financial Report
Directors’ Declaration
Auditor's Independence Declaration
Independent Auditor's Report
Shareholder Information
Directory
2
4
13
19
41
42
43
47
49
BTC HEALTH | ANNUAL REPORT
PG 1
Chairman’s
Dear Shareholders,
Overview
With our investee Company BTC Speciality Health having emerged from the pandemic in a relatively strong position and
ready to capitalize on the widespread backlog in elective surgeries, the Company found itself confronted with the sudden
and unexpected loss of our largest product supplier. Avanos Medical provided notice in April 2023 that it planned to
discontinue supply of its infusion pump range in all ex-US markets, including Australia and New Zealand by the end of
December 2023. This was a profoundly disappointing development given that the ambIT infusion pumps distributed by BTC
Speciality Health have a very strong market share position in the hospital market, having been built up over more than 12
years.
BTC’s Board and management responded with three immediate measures. Firstly, to right-size the broader business and
reduce overhead expenditure, secondly for BTC Speciality Health to maintain very high service levels to its hospital
customers, reassuring them of the Company’s ability to supply ambIT infusion products well into the middle of 2024, and
thirdly, for the business to rapidly pivot and secure an alternative and much wider range of infusion products from around
the world.
I am pleased to report that we have made good progress on all three fronts. Our combined overhead expenditure has been
reduced by $1.1m on an annualized basis, sales of ambIT infusion pumps have continued to perform well notwithstanding
some supply disruptions from the US, and we have made tangible progress in sourcing and registering the Elasto-Q infusion
pump with Medsafe and the TGA, with other new infusion products well advanced in our pipeline.
At an operational level, sales to hospitals by BTC Speciality Health were $8.3m for the year ended 30 June 2023 (2022: $8.2m)
with gross margins in line with prior year. Total cash held by BTC and its investee companies was $2.1m (2022: $2.4m), and
this cash position is expected to further increase in the second half of FY24 as the remaining ambIT inventory is sold through.
BTC health’s investee companies may choose to deploy cash resources into new product introductions.
We have continued to diversify our healthcare investments and our product portfolio spans both medical devices and
speciality pharmaceuticals. Our investment strategy is directed towards high-growth niches within the healthcare market,
making novel technologies available to patients and clinical staff, with the goal of supporting improved clinical outcomes
and generating strong returns for our investors.
Government reforms
A large proportion of sales from BTC health’s investee companies are from products which are reimbursed either through
the Pharmaceutical Benefit Scheme (PBS) or via the Prescribed List of Medical Devices (PL). In recent years the Department
of Health and Aged Care (DOHAC) has embarked on a series of healthcare funding reforms, and we continue to monitor
these policy changes closely. In response, we are constantly exploring ways to maintain or indeed expand product margins,
as well as patient access to our products, and we are choosing to give a relatively greater focus to products with general
reimbursement outside the scope of the PBS and PL.
BTC HEALTH | ANNUAL REPORT
PG 2
Culture
The BTC values of outcomes, quality, collaboration, agility, integrity, and accountability are core to the organization. As a
high-growth Company, we believe our competitive advantage lies in our ability to be agile, critically evaluate different ideas,
whilst fostering a performance culture and dynamic work environment.
Diversity
BTC health celebrates and values a diverse workforce. Our dynamic team of employees and contractors represent different
skills, backgrounds, religions, and genders. The BTC health group (including investee companies) recruits the best talent
for each position and is proud to have a workforce and a Board comprising of 58% women at 30 June 2023.
Strategy
We have had a singular focus in recent months on right-sizing the business, extending our cash runway, maintaining high
levels of customer service, and the alternative sourcing of new products to effectively re-build our revenues, once the last
of the ambIT inventory has sold through in the middle of 2024.
Under current circumstances, we have chosen to focus our growth strategy on non-dilutive opportunities, specifically new
agency distribution agreements. These new agencies generally provide incremental revenue and returns to BTC without
the need for significant capital outlay.
Through its investee companies, BTC health has an active pipeline of opportunities presently under discussion, including
infusion pumps and accessories, medical devices, consumables and novel speciality pharmaceuticals. We expect to
announce progress on this front in the coming weeks and months.
In addition, BTC health is also evaluating opportunities to collaborate with similar medical companies around the world,
with the goal of broadening the overall funnel of product opportunities presented to BTC which we may ultimately
commercialize in Australia and New Zealand.
Acknowledgement
Given the last year has been dominated by change, on behalf of the Board I would like to thank our employees, customers,
and shareholders for their ongoing support.
As a high-growth Australian SME we continue to set high expectations for our business as we create a path forward to
achieve greater operating scale, sustainable profitability along with improved liquidity and valuation of our issued share
capital.
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 2023.
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
- Brendan York (appointed 10 October 2022)
- Felicity McNeill (appointed 10 October 2022)
-
- Bruce Alwyn Hewett (resigned 31 May 2023)
Jonathan Charles Pilcher (resigned 31 May 2023)
Principal Activities
BTC health is a Pooled Development Fund, registered under the Pooled Development Funds Act 1992. The Company
holds investments, and continues to actively seek investment opportunities in entities operating in the healthcare sector.
The principal activities of the Company have not changed in the year.
Review of Operations and Results
Operating loss after income tax increased to $10,167,862 (2022: $576,076), primarily due to the downward revaluation of
investments.
Revenue from continuing operations for the year of $13,260 (2022: $95,004) comprised interest income. Prior year
income largely comprised management fees of $94,368 (2023: $nil). Operating costs increased $9,9510,042 largely
reflecting the devaluation of investments following cessation of product supply from a material supplier in the USA. A fair
value non-cash downward movement of $9,619,890 was recognised during the period, reducing the value of investments
on the balance sheet to $1,200,000 (2002: $10,819,890).
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 healthcare markets. Sales to hospitals for the year ended 30 June 2023 of
$8.3m grew marginally over prior year (2022: $8.2m), with growth impacted by manufacturer supply. During the period, a
material supplier of medical devices advised BTC Speciality Health it would no longer supply product ex-USA. Sales derived
from this manufacturer account for $6.9m of sales to hospitals during the year. BTC Speciality Health has a number of new
products in its pipeline including potential products licensed from BioImpact Pty Ltd and other suppliers across the globe.
BTC health’s equity investment in BTC Speciality Health decreased to $nil (2021: $7.9m), reflecting the fair value impact
associated with manufacturer cessation of its supply contract.
BTC HEALTH | ANNUAL REPORT
PG 4
BioImpact Pty Ltd
BTC health’s wholly owned investee Company BioImpact, licenses and holds intellectual property rights for healthcare
products. BioImpact has built a portfolio of medical devices which will seek to provide alternative supply of infusion pumps
for post-operative pain to hospitals. BioImpact has successfully secured a new range of elastomeric infusion pumps,
branded Elasto-Q, which have been registered with the Therapeutic Goods Administration and have been licensed to BTC
Speciality Health, expected to be launched in the quarter ended March 2024. A range of medical devices and specialty
pharmaceutical products are being actively sourced and negotiated with manufacturers. BTC health's investment in
BioImpact Pty Limited is valued at $1,200,000 (2022: $2,883,975).
Financial Position
At 30 June 2023, the Company’s net assets were $2,779,930 compared with $12,861,964 at 30 June 2022. Cash reserves
as at 30 June 2023 were $1,736,899, compared with $2,170,493 at 30 June 2022. The Company is an investment Entity and
therefore cash reserves in its investee companies are not included in BTC health’s balance sheet. The net tangible asset
backing per share as at 30 June 2023 equated to 0.99 cents (2022: 4.56 cents).
Dividends
No dividends have been declared in respect of the financial year ended 30 June 2023 (2022: nil).
Business Strategies and Future Prospects
BTC health has undertaken a strategic review of its investments to ensure assets are able to generate sufficient cashflows
to support the rebuild of revenue, following cessation of a material supplier contract. BTC’s investee companies have
sufficient inventory to meet expected demand until the end of the 2023/2024 financial year. The cessation of the contract
is expected to have a material impact on the net cashflows in the financial year ended 30 June 2025. The strategic review
considers the ability to meet hospital demand of product, sell through of inventory and launch of new medical consumables
and infusion pump products. The strategic review confirms the investee companies have materially reduced their cost
bases to preserve and build cash to enable investment as the investee companies rebuild its product offering and generate
future sustainable cashflows. BTC health will continue to assess the returns on its investments with the objective of creating
future value to shareholders.
Business Risks and Uncertainties
The Company is subject to general risks as well as risks that are specific to the Company and the Company’s business
activities. The following is a list of risks which the Directors believe are, or potentially will be material to the Company’s
business, however, this is not a complete list of all risks which the Company is or may be subject to.
General economic risks
Economic conditions, movements in interest and inflation rates and currency exchange rates may have an
adverse effect on the Company’s procurement, production and export activities, as well as its ability to fund those
activities.
Environmental risks
There are a number of environmental factors that may affect the operations and proposed activities of the Company. The
climate change risks particularly attributable to the Company include:
•
•
the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and
market changes related to climate change mitigation. The Company may be impacted by changes to local or
international compliance regulations related to climate change mitigation efforts, or by specific taxation or
penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible
restraints on the industry that may further impact the Company and its profitability. While the Company will
endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the
Company will not be impacted by these occurrences; and
climate change may cause certain physical and environmental risks that cannot be predicted by the Company,
including events such as increased severity of weather patterns and incidence of extreme weather events and
longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may
significantly change the industry in which the Company operates.
BTC HEALTH | ANNUAL REPORT
PG 5
Reliance on key personnel
The Company’s future depends in part, on its ability to attract and retain key personnel. It may not be able to hire and
retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also
depends on the continued contributions of its executive management team and other key management and technical
personnel, the loss of those services may be difficult to replace. In addition, the inability to continue to attract appropriately
qualified personnel could have a material adverse effect on the Company’s business.
Dependence on product supply agreements
The Company is inherently exposed to the risks experienced by manufacturers of its product supply agreements, including
product quality, input supply, operational, transport and distribution constraints, financial strength or other issues
including agreements which may be terminable by the Company’s partners. Non-performance, suspension or termination
of relevant agreements could negatively impact the progress or success of the Company’s financial condition and results
of operations.
Government Policy Changes
Adverse changes in government policies or legislation may affect future pricing reforms for medical and pharmaceutical
products, taxation, royalties, land access, labour relations, export activities and Pooled Development Fund registration of
the Company. In particular, it is possible that changes to pricing under the Prostheses List and Pharmaceutical Benefits
Scheme may occur as a result of industry agreements being re-negotiated, potentially having an adverse impact on the
financial condition and results of operations.
Market conditions
Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating
performance. Share market conditions are affected by many factors such as:
• general economic outlook;
• introduction of tax reform or other new legislation;
• interest rates and inflation rates;
• changes in investor sentiment toward particular market sectors;
• the demand for, and supply of, capital; and
• terrorism or other hostilities.
The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the
market. Neither the Company nor the Directors warrant the future performance of the Company or any return on an
investment in the Company.
Litigation
The Company is not currently involved in any litigation. However, the Company may in the ordinary course of business
become involved in litigation and disputes, for example with its contractors or employees over a broad range of matters.
Any such litigation or dispute could involve significant economic costs and damage to relationships with contractors or
other stakeholders. Any such outcomes may have an adverse impact on the Company’s business, market reputation and
financial condition and financial performance.
IT system failure and cyber security risks
Any information technology system is potentially vulnerable to interruption and/or damage from a number of sources,
including but not limited to computer viruses, cyber security attacks and other security breaches, power, systems, internet
and data network failures, and natural disasters. The Company is committed to preventing and reducing cyber security
risks through having outsourced the IT management to a reputable services provider.
BTC HEALTH | ANNUAL REPORT
PG 6
Information on Directors
Director
Experience
Special
Responsibilities
Particulars of Directors’ Interest
as at 22 August 2022
R S Treagus
B York
F McNeill
BScMed, MBChB, MPharmMed, MBA,
MAICD. Dr Treagus is a physician and
entrepreneur with over 25 years’
experience in all aspects of the international
pharmaceutical and biotechnology industry.
Formerly a Director of Neuren
Pharmaceuticals Limited.
Appointed 4 August 2014. Age 57.
Chartered Accountant, BBA/BComm. Brendan
York is a financial executive with 20 years’
experience across public and private businesses.
Brendan is currently a non-executive Director of
Big River Industries Limited (ASX:BRI), BSA Limited
(ASX:BSA), Wingara AG Limited (ASX:WNR) and
Saunders International Limited (ASX:SND) and
was formally the CFO of Enero Group Limited
(ASX:EGG). Appointed 10 October 2022. Age 43.
BA hons MAICD. Ms. McNeill is a senior
executive with 25 years’ experience across the
public and private sector including almost 15
years in the regulatory and subsidy systems for
medicines, vaccines, devices and diagnostics in
Australia. Appointed 10 October 2022. Age 50.
Executive
Chairman
Non-
Executive
Director
Non-
Executive
Director
Shares
Options
29,376,000
6,000,000
-
-
-
-
Company Secretary
Sharon Papworth resigned as Company Secretary on 14 August 2023. Tracy Weimer was appointed as Company Secretary on 18 August
2023.
BTC HEALTH | ANNUAL REPORT
PG 7
Remuneration Report (Audited)
This report outlines the remuneration arrangements in place for key management personnel of BTC health Limited -
(“Company”). As the Company is an investment entity and the investee companies are not consolidated, the amounts
disclosed in the tables below exclude amounts paid by the investee companies. Amounts paid by the investee companies
are separately disclosed below.
The following persons acted as Directors and were also the key management personnel of the Company during the financial
year: Richard Treagus, Jonathan Pilcher (resigned 31 May 2023), Bruce Hewett (resigned 31 May 2023), Brendan York
(appointed 10 October 2022), Felicity McNeill (appointed 10 October 2022), Sharon Papworth (resigned 14 August 2023).
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 and at arm’s length. The Board has not appointed a Remuneration Committee and this function
is being undertaken by the Board.
Jonathan Pilcher was paid a fixed non-executive Director and audit committee chairman fee of $60,000 per annum until
Mr. Pilcher resigned as Director on 31 May 2023. Mr. Pilcher received Director fees of $50,417 for the financial year ended
30 June 2023. Bruce Hewett was paid a fixed non-executive Director fee of $40,000 per annum until Mr. Hewett resigned
as Director on 31 May 2023. Mr. Hewett received Director fees of $36,666 for the financial year ended 30 June 2023.
Brendan York commenced on 10 October 2022 and was paid a fixed non-executive Director fee of $40,000 per annum. He
was appointed to audit committee chairman on 1 June 2023, no additional fees are payable for audit committee chair. Mr.
York received Director fees of $30,000 for the financial year ended 30 June 2023. Felicity McNeill commenced on 10
October 2022 and was paid a fixed non-executive Director fee of $40,000 per annum. Ms. McNeill received Director fees
of $30,000 for the financial year ended 30 June 2023. The Director fees are determined by the board.
Richard Treagus is an executive Director. Dr. Treagus received a Director fee of $40,000 per annum and an executive fee of
$360,000 per annum, the latter is charged to BTC Speciality Health Pty Ltd. The Company and BTC Speciality Health Pty Ltd
have entered into service contracts with PharmaConnect Pty Ltd (an entity associated with Richard Treagus) and each
contract may be terminated by either party providing three month’s written notice. Other than payments to
PharmaConnect Pty Ltd for Directors fees, there were no material transactions with the Company in the year (Note 15). 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 executive Director may
receive a bonus for executive services provided to BTC Speciality Health Pty, where investee Company objectives and financial
performance goals are achieved. There were no bonuses earned for the financial year ended 30 June 2023.
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.
2019
2020
2021
2022
2023
Revenue from continuing operations
Investment fair value adjustment
Net Profit/ (Loss) after tax
Dividend Paid
Share Placement
Net Assets
187,763
169,604
19,190
95,004
13,260
130,000
125,000
-
-
(9,619,890)
(692,742)
(283,036)
(391,686)
(576,076)
(10,167,862)
-
-
8,849,798
160,757
-
-
-
2,400,000
-
-
11,341,485
11,228,794
10,837,108
12,861,964
2,779,930
Share price at Year end (in cents)
Basic earnings per Share (in cents)
0.085
(0.51)
0.10
(0.12)
0.074
(0.16)
0.04
(0.20)
0.026
(3.61)
BTC HEALTH | ANNUAL REPORT
PG 8
Remuneration of Directors:
2023
SHORT TERM
EMPLOYEE
BENEFITS
POST-
EMPLOYMENT
BENEFITS
EQUITY
SETTLED
SHARES
OTHER LONG-
TERM
BENEFITS
$
$
$
Salary and Fees
Superannuation
40,000
-
56,104
45,626
4,791
36,666
-
27,149
2,851
27,149
2,851
-
-
-
-
R S Treagus
(Chairman)
J C Pilcher
(non-executive)
B Hewett
(non-executive)
B York
(non-executive)
F McNeill
(non-executive)
Total Remuneration
176,590
10,493
56,104
$
-
-
-
-
-
-
2022
SHORT TERM
EMPLOYEE
BENEFITS
POST-
EMPLOYMENT
BENEFITS
EQUITY
SETTLED
SHARES
OTHER LONG-
TERM
BENEFITS
$
$
$
Salary and Fees
Superannuation
97,500
-
133,955
46,591
4,659
35,000
-
-
-
R S Treagus
(Chairman)
J C Pilcher
(non-executive)
B Hewett
(non-executive)
Total Remuneration
179,091
4,659
133,955
$
-
-
-
-
TOTAL
$
96,104
50,417
36,666
30,000
30,000
243,187
TOTAL
$
231,455
51,250
35,000
317,705
BTC HEALTH | ANNUAL REPORT
PG 9
Equity Settled Shares
Other than Dr. Richard Treagus, no Directors of the Company received any share-based payments as part of their
remuneration during the
financial year ended 30 June 2023. Dr. Richard Treagus was granted 6,000,000 share
options, approved at the Annual General Meeting held on 23 November 2021. A total of 2,000,000 share options vested
immediately, a further 2,000,000 share options vested on 23 November 2022. Options expire 5 years from vesting date.
The exercise price of the share options is $0.12 each. Remaining options will vest, assuming service conditions are met. The
value of vested and non-vested share options totaled $190,059 (2002: $133,955).There were no other share based
payments issued to Directors during the year ended 30 June 2023.
Remuneration by investee companies
In addition to the remuneration disclosed above, Dr. Richard Treagus received $360,000 for executive services (2022:
$270,000) from BTC Speciality Health, where time is spent leading the investee entities growth strategy. The executive
Director may receive a performance based bonus where investee Company objectives and financial performance goals are
achieved. There was no bonus earned for the financial year ended 30 June 2023 (2022: $nil).
Directors Meetings
The number of meetings of the Company’s board of Directors (including committees of Directors) held for the year ended
30 June 2023, 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
AUDIT
COMMMITTEE
MEETINGS
ATTENDED
R S Treagus
J C Pilcher1
B A Hewett1
B York2
F McNeill2
1: Resigned 31 May 2023
2: Appointed 10 October 2022
11
10
10
8
8
11
9
9
8
8
2
2
2
1
1
2
2
2
1
1
CFO & Company Secretary
Sharon Papworth was appointed CFO and Company Secretary on 1 October 2019 (resigned 14 August 2023). Remuneration
is recorded in BTC health’s investee Company, BTC Speciality Health, where the majority of time is allocated. Sharon
Papworth received $293,555 in remuneration for the year ended 30 June 2023 (2021: $285,000), including post-
employment benefits. Under the Employee Share Option Plan, 2,000,000 share options were granted to the CFO and
Company Secretary on 23 November 2021. A total of 666,666 share options vested immediately, a further 666,666 vested on
23 November 2022. Options expire 5 years from vesting date. The exercise price of the share options is $0.12 each. The value
of vested and non-vested share options totaled $63,353 (2022: $44,652). The CFO and Company Secretary may receive a
performance based bonus where investee Company objectives and financial performance goals are achieved. There was no
bonus earned for the financial year ended 30 June 2023 (2022: $nil).
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.
BTC HEALTH | ANNUAL REPORT
PG 10
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 2023
NAME
Ordinary shares
BALANCE AT
THE START OF
THE YEAR
ADDITIONS
EQUITY
SETTLED
SHARES
OTHER NET
CHANGES
DURING THE
YEAR
BALANCE AT THE
END OF THE YEAR
R S Treagus
24,613,207
4,762,793
B York
F McNeill
-
-
-
-
-
-
-
-
-
-
29,376,000
-
-
Share option holdings
The terms and conditions of each grant of share options 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 2023
GRANT DATE
NUMBER OF
OPTIONS
GRANTED
VESTING
DATE AND
EXERCISABLE
DATE
EXPIRY
DATE
EXERCISE
PRICE
FAIR VALUE
PER OPTION
AT GRANT
DATE
NAME
Share options
R S Treagus
2,000,000
23.11.2021
23.11.2021
23.11.2026
R S Treagus
2,000,000
23.11.2021
23.11.2022
23.11.2027
R S Treagus
2,000,000
23.11.2021
23.11.2023
23.11.2028
$0.12
$0.12
$0.12
$0.038
$0.033
$0.030
There were 6,000,000 share options held at the start of the year, there were no changes to share options during the year.
A total of 6,000,000 share options were held at the end of the year (2022: 6,000,000).
Transactions with Directors and Director related entities
The terms and conditions of transactions with Directors and their related entities were no more favorable 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 11
Auditor Independence Declaration to the Directors
The Directors have received the auditors’ independence declaration which is included on page 39 of this report.
Insurance of Directors and Officers
During the financial year, the Company paid premiums to insure the Directors and officers of the Company. The
liabilities insured are costs and expenses that may be incurred in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers of the Company or a related body corporate.
Share Options
At the date of this report, BTC health Limited has 9,333,333 (2022: 9,000,000) unissued ordinary shares under option.
Under the Employee Share Option Plan, 9,000,000 share options were granted on 23 November 2021, a total 2,999,999 share
options vested immediately, a further 2,999,999 vested on 23 November 2022. A further 333,333 share options were granted on 21
March 2023, vesting immediately. Options expire 5 years from vesting date. The exercise price of the share options is $0.12 each.
The fair value of vested and non-vested share based payments recognised in the year totaled $85,828 (2022: $200,932). Remaining
options will vest, assuming service conditions are met.
Significant Events after the Balance Date
No 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.
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 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 $83,969 (2022: $64,020) were paid to Grant Thornton. Tax compliance fees of $5,000 were paid during the year
(2022: $4,500). 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
22 August 2023
BTC HEALTH | ANNUAL REPORT
PG 12
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 approved by the Board on 22 August 2023.
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.
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.
BTC HEALTH | ANNUAL REPORT
PG 13
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, religion or gender and when a position becomes vacant the
Company seeks to employ the best candidate available for the position. The board comprises 1 female and 2 male Directors.
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 formalised 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
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 has established a skills matrix which sets out the mix of skills that the Board seeks to achieve in its
membership (recommendation 2.2).
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*
B York appointed 10 October 2022**
F McNeill appointed 10 October 2022
* R S Treagus is not considered to be independent as he is a related person to a substantial shareholder in BTC health and
has an executive role
* B York 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, the CEO and the Chair roles are conducted by the same person and the Board is not majority 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.
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;
Foster collaboration and value long term relationships;
Are agile and act with integrity;
Hold ourselves accountable to all stakeholders.
BTC HEALTH | ANNUAL REPORT
PG 14
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.
Consistent with Recommendation 3.4, the Board established a formal anti-bribery and corruption policy, available at
btchealth.com.au (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.
BTC HEALTH | ANNUAL REPORT
PG 15
The Board has 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;
the Company must ensure
charitable support and donations require approval and
contributions are not made for the purposes of gaining commercial advantage or concealing bribery.
that charitable
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,
available at btchealth.com.au (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, Brendan York and Felicity McNeill. Brendan chairs the Committee and has extensive financial
qualifications and experience. The Audit Committee does not comprise a majority of independent Directorsand does not
have not have a minimum three members. The Audit Committee met two times during the 2023 financial year 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;
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 2023 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 2023:
i.
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
BTC HEALTH | ANNUAL REPORT
PG 16
ii. 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 22 August 2023. 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 adopted its continuous
disclosure policy on 19 October 2020, available at btchealth.com.au 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 warrant
disclosure; and/or information is generated for internal management purposes; and or the information is a trade
secret.
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.
The Company’s investor relations program facilitates effective two-way communication with investors (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.
BTC HEALTH | ANNUAL REPORT
PG 17
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 to provide 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;
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 22 August 2023. (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 2023
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 2023
Revenue from continuing operations
Executive Directors fees
Non-Executive Directors fees
Listing and CHESS Fees
Legal Fees
Share based payments
Share registry fees
Audit Fees
Insurance
Filing Fees
Tax Fees
Subscriptions
Rent
Office expenses
Fair value movement in investments
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
2023
$
30 June
2022
$
2
9
14
6
3
13,260
(40,000)
(147,083)
(36,668)
(35,099)
(85,828)
(17,753)
(95,703)
(56,365)
(5,596)
(5,150)
(1,591)
(3,263)
-
(9,619,890)
(31,133)
(10,167,862)
-
(10, 167,862)
95,004
(97,500)
(86,250)
(48,106)
(34,554)
(200,932)
(29,942)
(64,020)
(56,599)
(6,276)
(8,380)
(6,204)
(3,251)
(246)
-
(28,820)
(576,076)
-
(576,076)
Total comprehensive loss for the year
(10, 167,862)
(576,076)
Loss per share
Basic and diluted loss per share
18
(3.61) cents
(0.20) 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 2023
Current Assets
Cash and cash equivalents
Other assets
Total Current Assets
Non-Current Assets
Other financial assets
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
2023
$
30 June
2022
$
4
5
6
7
1,736,899
4,775
1,741,674
2,170,493
27,188
2,197,681
1,200,000
1,200,000
2,941,674
10,819,890
10,819,890
13,017,571
57,163
104,581
161,744
161,744
2,779,930
51,026
104,581
155,607
155,607
12,861,964
8
9
10
55,665,612
286,760
(53,172,442)
2,779,930
55,665,612
200,932
(43,004,580)
12,861,964
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 2023
Notes
30 June
2023
$
30 June
2022
$
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
Net Loans issued to investee companies
Equity investment to investee companies
Net cash used in investing activities
Cash Flows from Financing Activities
Share placement
Capital raising costs
Net cash generated by financing activities
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
-
13,260
(446,868)
-
(433,608)
11
-
-
-
-
-
-
(433,608)
2,170,493
67,755
636
(459,302)
(2,000)
(392,911)
(205,571)
(2,000,000)
(2,205,571)
2,500,000
(100,000)
2,400,000
(198,482)
2,368,975
4
1,736,885
2,170,493
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 2023
At 1 July 2021
Loss for the year
Issued
capital
$
Accumulated
losses
$
53,265,612
-
(42,600,361)
(576,076)
Other
reserves
$
171,857
-
Total comprehensive (loss) for the year
-
(576,076)
Transaction with owners in their capacity as
owners:
Share placement
(net of capital raising costs)
Share based payments
Expiry of share options
2,400,000
-
-
-
-
171,857
-
-
200,932
(171,857)
Total
$
10,837,108
(576,076)
(576,076)
2,400,000
200,932
-
At 30 June 2022
55,665,612
(43,004,580)
200,932
12,861,964
At 1 July 2022
Loss for the year
Total comprehensive (loss) for the year
Transaction with owners in their capacity as
owners:
Share based payments
55,665,612
-
-
-
(43,004,580)
(10,167,862)
(10,167,862)
200,932
-
12,861,964
(10,167,862)
-
(10,167,862)
At 30 June 2023
55,665,612
(53,172,442)
-
85,828
286,760
85,828
2,777,930
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 2023
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 22 August 2023. 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. 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.
Going Concern
The financial statements for the year ended 30 June 2023 have been prepared on the going concern basis that
contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in
the ordinary course of business.
For the year ended 30 June 2023, the Company recorded a loss after tax of $10,167,862 (2022: $576,076) and operating cash
outflows of $433,602 (2022: $392,911). The Company has a surplus of total assets to current liabilities of $2,779,930 (2022:
$12,861,964. At year-end, the Company had $1,736,885 (2022: $2,179,492) cash on hand.
The most significant item which contributed to the Company's loss after tax for the year was the non-cash downward
movement in fair value of investments ($9,619,890). The downward movement in fair value of investments has arisen due
to the assessment of the fair value at year-end, which was significantly impacted by the announcement during the year
regarding ambIT supply outside the US. The non-cash downward movement in fair value has no impact on the Company's
liquidity or other banking facilities.
The Directors regularly monitor the Company's cash position and cash forecast, and the cash positions and cash forecasts of
its investee entities, and on an ongoing basis consider a number of strategic and operational plans and initiatives to ensure
that adequate funding continues to be available for the Company and investee entities to meet their business objectives.
The Company's cash forecast for the period to August 2024 (i.e., 12 months after the issue of the Company's financial
statements) indicates that it will generate positive cashflow and that it does not require additional funding from external
debt or equity providers. The Directors are also satisfied that this is the position in the Company's investee entities.
The Directors have undertaken solvency tests at year-end and as at the date of signing the Company's financial statements,
which consider the Company's ability to pay liabilities that are due within 30 days of each date. These tests consider the
current assets and liabilities expected to be settled within 30 days, and indicate that the Company and its investee entities
have sufficient funding headroom.
The Directors have taken the factors above into consideration and determined that there are reasonable grounds to believe
that the Company will be able to pay its debts as and when they become due and payable and the Directors consider the
going concern basis of preparation to be the appropriate for these financial statements.
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’).
BTC HEALTH | ANNUAL REPORT
PG 24
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.
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 Interpretations have been published by the IASB. The Company has considered
Standards, amendments and Interpretations which have been issued but are not yet effective, identifying the following
which are relevant to the Company:
• AASB 2022-6 Amendments to Australian Accounting Standards – Classification of Liabilities as current or non-current
• AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates
When these amendments are first adopted for the year ending 30 June 2024 there is expected to be no material
impact on the financial statements.
Other Standards, amendments and Interpretations which have been issued but are not yet effective are not relevant to the
Company, or their impact is editorial only.
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 AASB 10 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 against which the deductible
temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised.
BTC HEALTH | ANNUAL REPORT
PG 25
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. 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. 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. 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.
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.
•
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.
BTC HEALTH | ANNUAL REPORT
PG 26
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.
Cash and cash equivalents
f)
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.
Earnings / (Loss) per share
Basic earnings / (loss) per share
h)
I.
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.
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.
Goods and services tax (GST)
i)
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.
Critical accounting judgments, estimates and assumptions
j)
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.
Determination of investment entity status
BTC has all the typical characteristics of an investment entity as set out in AASB10. BTC health was admitted to the
Australian Securities Exchange as an investment entity and continues to meet the criteria set out under AASB 10
Consolidated Financial Statements to qualify as an investment entity. This judgement is reconsidered by management and
the Board at each reporting date. Consequently, investee companies are not consolidated in BTC health’s financial
statements. Instead, the investments held by BTC health in these companies is recorded as an investment held at fair value
through profit or loss in BTC health's financial statements.
BTC HEALTH | ANNUAL REPORT
PG 27
Valuation of investments
Investments in investee companies are held at fair value. These investments are ‘Level 3’ in the fair value hierarchy, based
on unobservable inputs, as the investee companies are unlisted and not traded in an active market. Consequently, they are
valued in accordance with the Directors’ valuations. The basis of the valuation has changed from an enterprise basis in the
prior year, to a contract basis reflecting material assets held by BTC’s investee companies. The change in approach
is consistent with the fair value movement in investments recorded during the year ended 30 June 2023. The Directors
have used the historical and budgeted performance of the investee companies as the basis for the valuation of the
investments, adjusted for reasonable assumptions about future performance (such as estimated cash flows, projected
business growth plans and other market data available). Directors have considered the remaining life of supplier
contracts, option periods, anticipated increase / decline in demand, product price and supplier cost increases. An
allocation of resources to train and educate clinicians has also been considered when deriving future cashflows. Further
information can be obtained in Note 17.
Should the assumptions used by the Directors change in subsequent periods, the fair value may be impacted and accounted
for through the profit or loss. Further disclosure as required by AASB 13 is set out in Note 17.
No other critical judgements, other than in the determination of accounting policies as set out within this note, have been
made.
Note 2 Revenues from Ordinary Activities
Interest income
Management Fee
Closing balance
Note 3 Income Tax
30 June
2023
$
30 June
2022
$
13,260
-
13,260
636
94,368
95,004
Major components of income tax expense for the years ended 30 June 2023 and 2022 are:
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 and tax
losses
Income tax expense reported in the statement of profit or loss and
other comprehensive income
30 June
2023
$
30 June
2022
$
-
-
-
-
-
-
BTC HEALTH | ANNUAL REPORT
PG 28
30 June
2023
$
30 June
2022
$
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 2023 and 2022 is as follows:
-
-
-
-
Accounting profit / (loss) before tax from continuing operations
(10,167,862)
(576,076)
At the statutory income tax rate of 25% (2022: 25%)
Temporary differences and tax losses not brought to account as a
deferred tax asset
Permanent differences
Temporary differences and tax losses not brought to account as a
deferred tax asset to retained earnings
At effective income tax rate of (0%) (2022: (0%))
Income tax expense reported in statement of profit or loss
(2,541,966)
(144,019)
7,136
(8,071)
-
-
(2,549,102)
(152,090)
-
-
-
-
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.
30 June
2023
$
30 June
2022
$
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
9,401,020
65,237
225,000
9,691,257
6,851,918
72,373
225,000
7,149,291
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.
BTC HEALTH | ANNUAL REPORT
PG 29
Note 4 Cash and cash equivalents
Cash at bank and on hand
Closing balance
30 June
2023
$
30 June
2022
$
1,736,899
1,736,899
2,170,493
2,170,493
Cash at bank and on hand earns interest at floating rates based on daily bank deposit rates.
Note 5 Other assets
Prepayments
Trade debtors
Closing balance
30 June
2023
$
30 June
2022
$
4,775
-
4,775
575
26,613
27,188
Prepayments comprise insurance policies which are amortised on a straight line basis. Trade
debtors are all related party transactions from BTC health’s subsidiaries and relate to Management
Fees invoiced. Management Fees are invoiced in accordance with Company policy. Nil
Management Fees were earned during the year ended 30 June 2023 (2022: $26,613). All trade
debtors are payable with 30 days.
Note 6 Other financial assets
Other financial assets carried at fair value through profit or loss
Non – Current
BioImpact Pty Ltd
BTC Speciality Health Pty Ltd
Sensear Pty Ltd
Total Non-Current other financial assets
Closing balance
Summary of changes in investments in financial assets
Opening
Devaluation of unlisted investments
Additions
Closing balance
30 June
2023
$
30 June
2022
$
1,200,000
-
-
2,883,975
7,935,915
-
1,200,000
10,819,890
1,200,000
10,819,890
10,819,890
(9,619,890)
-
1,200,000
8,000,100
-
2,819,790
10,819,890
BTC HEALTH | ANNUAL REPORT
PG 30
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. These investments are considered to be Level 3 in the fair value hierarchy. 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.
Further disclosures required by AASB 13 Fair Value Measurement are included at Note 17.
Note 7 Trade and other payables
Current
Trade creditors
Accruals
Closing balance
30 June
2023
$
30 June
2022
$
10,855
46,308
57,163
5,576
45,450
51,026
Trade and other payables are non-interest bearing and are generally settled on 30-day terms.
Note 8
Issued Capital
2023
Shares
2023
$
2022
Shares
2022
$
a) Ordinary Shares
Issued and fully paid – Opening Balance
281,846,354
55,665,612
246,132,068
53,265,612
Share Placement 9 July 2021
Capital raising costs
Share Placement 12 July 2021
-
-
-
-
-
-
32,015,233
-
2,241,066
(100,000)
3,699,053
258,934
Closing Balance
281,846,354
55,665,612
281,846,354
55,665,612
BTC HEALTH | ANNUAL REPORT
PG 31
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 9 Share Based Payments / Other Reserves
Opening balance
Options – Additions
Expiry of share options
Closing balance
30 June
2023
$
200,932
85,828
-
286,760
30 June
2022
$
171,857
200,932
(171,857)
200,932
Unlisted options are valued using the Black-Scholes valuation model and are expensed over the vesting period of
the options. The Employee Share Option Plan was approved at the Annual General Meeting on 23 November 2021.
A total of 9,000,000 share options were granted on 23 November 2021, a further 333,333 share options were issued
and vested on 21 March 2023. At the date of the report, there are 9,333,333 unlisted ordinary shares under option
of which 6,333,331 had vested (2022: 2,999,999).
The following share-based payment arrangements in the form of share options were in existence during the current
reporting period. Options were granted under the Employee Share Option Plan, approved at the Company’s
Annual General Meeting on 23 November 2021. There have been no alteration of terms and conditions of the
above share-based payment arrangements since the approval date.
2022 Financial Year Grant
Options
Granted
2,999,999
2,999,999
3,000,002
Grant
Date
23.11.2021
23.11.2021
23.11.2021
Grant date
fair value
$
0.038
0.033
0.030
2023 Financial Year Grant
Options
Granted
Grant
Date
Grant date
fair value
$
333,333
21.03.2023
0.005
Exercise
Price
$
0.12
0.12
0.12
Exercise
Price
$
0.12
Expiry
Date
Vesting
Date
23.11.2026
23.11.2027
23.11.2028
23.11.2021
23.11.2022
23.11.2023
Expiry
Date
Vesting
Date
21.03.2028
21.03.2023
The opening number of options at 1 July 2022 was 2,999,999. At the date of the report, there are 6,333,331
vested ordinary shares under option (2022: 2,999,999), with 9,333,333 options granted. At the date of the report,
nil share options had been exercised.
Fair value of share options granted in the year
The weighted average fair value of the share options granted during the 2023 financial year is $0.005 (2022:
$0.038). 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 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.
BTC HEALTH | ANNUAL REPORT
PG 32
Note 10 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
2023
$
30 June
2022
$
(43,004,580)
-
(10,167,862)
(53,172,442)
(42,600,361)
171,857
(576,076)
(43,004,580)
Note 11 Reconciliation of Operating Loss after Income Tax to the
Net Cash Flow from Operating Activities
30 June
2023
30 June
2022
Loss after income tax
Adjustment for:
(Increase) /Decrease in fair value adjustmentof 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
8
5
(10, 167,862)
(576,076)
9,619,890
85,828
6,137
22,405
-
(433,602)
-
200,932
10,491
(26,258)
(2,000)
(392,911)
Note 12 Subsequent Events
No 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 13 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
B York – Non-executive Director (appointed 10 October 2022)
F McNeill – Non-executive Director (appointed 10 October 2022)
J Pilcher – Non-executive Director (resigned 31 May 2023)
B Hewett – Non-executive Director (resigned 31 May 2023)
S Papworth – CFO and Company Secretary (resigned 14 August 2023)
BTC HEALTH | ANNUAL REPORT
PG 33
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
30 June
2023
$
30 June
2022
$
176,591
10,492
56,104
243,187
179,091
4,659
133,955
317,705
There are no other long-term benefits and no termination benefits for key management personnel.
Note 14 Remuneration of Auditors
Grant Thornton
Remuneration for audit or review of the financial statements
Total audit remuneration
Note 15 Related Party Disclosures
30 June
2023
$
30 June
2022
$
95,703
64,020
95,703
64,020
Transactions with, and amounts owing to and from, the investee companies during and at 30 June 2023 were as
follows:
Investee Company
Revenue
Expenses
Receivable
Payable
BTC Speciality Health Pty Ltd
BioImpact Pty Ltd
-
-
-
-
-
-
-
-
Comparatives for the above are as follows:
Investee Company
BTC Speciality Health Pty Ltd
BioImpact Pty Ltd
Revenue
$94,368
-
Expenses
Receivable
Payable
$3,251
-
$26,613
-
-
-
Amounts outstanding are unsecured and repayable on demand (2022: unsecured and repayable on demand). No
amounts were outstanding at 30 June 2023 (2022: $nil). No provision for doubtful debts has been recognised related
to amounts outstanding (2021: none). In June 2021, BTC health accrued $2,000,000 investment in BioImpact Pty Ltd.
This was paid during the 2022 financial year.
The Company held loans to investee companies of $nil (2021: $nil). During the year ended 30 June 2022, $2.7m loans
were converted to equity in the investee companies.
Related party transactions with Directors and key management personnel are disclosed in the Remuneration Report
and in Note 13.
Fees to the Chairman were paid through PharmaConnect Pty Ltd, which is a related entity. No transactions other than
BTC HEALTH | ANNUAL REPORT
PG 34
those disclosed in the Remuneration Report pertaining to the Chairman occurred with PharmaConnect Pty Ltd in the
year-ended 30 June 2023 (2022: none).
While other related party relationships have been identified by management, there were no material transactions
with those related parties in the year-ended 30 June 2023 (2022: none). No other related parties where control exists
have been identified other than as set out above.
Note 16 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 17 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, short- term deposits
and financial assets. The Company has other financial instruments such as trade debtors and trade creditors that arise
directly from its operations. The Company’s policy in relation to the valuation of investments traded on
organised markets, and unlisted investments has been described in Note 1(e).
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:
30 June 2023
Financial Assets
Cash
Total financial assets
Financial liabilities -
Trade and other payables
Unclaimed monies
Total financial liabilities
Net Financial Assets
Balance
$
Interest
Rate
Weighted Average
Effective Interest Rate
Floating
1.45%
N/A
N/A
-
-
1,736,999
1,736,999
57,163
104,581
161,744
1,898,743
BTC HEALTH | ANNUAL REPORT
PG 35
30 June 2022
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
2,170,493
2,170,493
51,026
104,581
155,607
Floating
0.01%
N/A
N/A
-
-
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 2023 would decrease/increase by $4,571 (2022: decrease/increase by $32,787).
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.
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 2023
Trade and other payables
Unclaimed monies
30 June 2022
Trade and other payables
Unclaimed monies
$
(57,163)
(104,581)
(161,744)
(51,026)
(104,589)
(155,607)
$
(57,163)
(104,581)
(161,744)
$
(57,163)
(104,581)
(161,744)
(51,026)
(104,589)
(155,607)
(51,026)
(104,589)
(155,607)
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Unclaimed monies relate to past dividends declared but not claimed by shareholders.
Fair Value of Financial Assets and Liabilities
There is no difference between the fair values and the carrying amounts of financial assets and liabilities at amortised
cost are a reasonable approximation of fair value, due to their short-term nature.
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
BTC HEALTH | ANNUAL REPORT
PG 36
fair value through profit or loss. Their performance is 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 2022.
30 June 2023
Financial assets carried at fair value
through profit or loss before tax:
Unlisted investments
30 June 2022
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
$
$
$
$
$
1,200,000
240,000
240,000
(240,000)
(240,000)
240,000
240,000
(240,000)
(240,000)
Profit or loss
Before tax
Equity
Carrying
Value
20%
increase
20%
decrease
20%
increase
20%
decrease
10,819,890 2,163,978
2,163,978
(2,163,978)
(2,163,978)
2,163,978
2,163,978
(2,163,978)
(2,163,978)
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 with Directors’ valuations, which are based on their
experience in the industry. These investments are considered to be Level 3 in the fair value hierarchy. The Company has
primarily utilised forecast cash flows to determine the fair value of its investments. In order to assess the reliability of
these forecasts and valuations, the Company has made reference to the multiples of revenue and profits relative to
company value of other similar entities, noting that other entities are not directly comparable..
Name of Investment
Core Activity
Basis of Valuation
BioImpact Pty Ltd
In licence speciality
pharmaceuticals and
medical devices
Valuation is based on an ‘income approach’, being a present
value technique taking into account the future cash flows
expected from the investment. The valuation considers net cash
inflows and net cash outflows to achieve the Company’s strategic
plan. Net cash outflows includes services which BioImpact
contracts with BTC Speciality Health Pty Ltd.
The Company reviews it valuation policy at each reporting date
to ensure it remains appropriate. The valuation model used by
the Company is updated at each reporting date, taking into
account changes in assumptions in the period, updated financial
results and budgeted performance, analysis of past performance
and expected future performance.
BTC health Limited has valued its investment in BioImpact at
$1,200,000 (2022: $2,883,975).
BTC HEALTH | ANNUAL REPORT
PG 37
BTC Speciality Health Pty Ltd
Commercialisation and
distribution
of pharmaceuticals and
medical devices
Valuation is based on an ‘income approach’, being a present
value technique taking into account the future cash flows
expected from the investment.
The Company reviews it valuation policy at each reporting date
to ensure it remains appropriate. The valuation model used by
the Company is updated at each reporting date, taking into
account changes in assumptions in the period, updated financial
results and budgeted performance, analysis of past performance
and expected future performance.
BTC health Limited has valued its investment in BTC Speciality
Health at $nil (2022: $7,935,915). BTC health Limited has valued
its investment in BTC Speciality Health at $nil (2022: $7,935,915).
The Company has determined there is $nil fair value at 30 June
2023, on the basis that cash reserves will be utilised to
commercialise BTC Speciality Health’s product pipeline and the
uncertainty over the generation of future positive net cash
inflows. Products not yet secured have been excluded from
future cashflows. The Company will reassess the fair value of
BTC
contracted,
as products
commercialized and cashflows are realised.
Speciality Health
are
The key inputs used in the determination of the fair value of the investments includes the execution of strategic plans and
in licensing distribution agreements which are commercial in confidence. During the year, BTC’s investee Company, BTC
Speciality Health Pty Ltd, received notification that a material supplier of medical devices had advised it will no longer
supply products to Australia and other countries ex-USA. The value of sales generated from hospitals from this agreement
in 2023 totals $6.9m (2022: $6.7m), representing over 80% of investee Company revenue. The Company has assessed the
impact of this change on future discounted cashflows and subsequently revised its valuation of investee companies at 30
June 2023 to $1,200,000 (2022: $10,819,890). A fair value movement charge of $9,619,890 has been reflected in BTC’s
accounts at 30 June 2023 (2022: $nil). BTC health Limited has valued its investment in BioImpact at $1,200,000 (2022:
$2,883,975) and its investment in BTC Speciality Health at $nil (2022: $7,935,915).
The valuation at 30 June 2023 reflects in licensed contract risk weighted cashflows and has been assessed considering a
pre-tax discount rate of 17.68% (2022: 12.0%) to derive the Net Present Value of cashflows of the Company’s investments.
The Company has applied a current average growth rate of 5.1%, reflecting expected growth of products licensed.
Fair value has been calculated based on the expected life of the contract, taking into account the Company's best
estimate of the exercise of extension options rather than perpetual terminal value.
The Company has considered a range of risk weighted cashflow scenarios in determining the value of investments.
A relative increase/decrease in the discount rate by +/-100 bps would result in a change in valuation of +5.9/-
5.4%. Investee companies are in negotiations with potential partners to secure a range of medical devices, medical
consumables and speciality pharmaceutical products for distribution in the Australian and New Zealand market. Pipeline
cash flows for expected future licensed products have not been included in the fair value assumptions. A change in
product demand may result in a change in product volume sold by investee companies. A range of volume assumptions
have been considered including a decrease in increase in clinician demand for products. The impact of a change
in volume due to an increase/decrease in treatment demand of 50% for Bronchitol may result in a valuation uplift/
decline of +22.9%/-21.9%.
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).
BTC HEALTH | ANNUAL REPORT
PG 38
30 June 2023
Financial assets
Unlisted investments– Financial assets carried at
fair value through profit or loss
30 June 2022
Financial assets
Unlisted investments– Financial assets carried at
fair value through profit or loss
There were no transfers between levels during the year.
Level 1
Level 2
Level 3
Total
$
-
-
-
-
$
-
-
-
-
$
$
1,200,000
1,200,000
1,200,000
1,200,000
10,819,890 10,819,890
10,819,890 10,819,890
Reconciliation of Level 3 fair value measurements of financial assets
Opening balance
Total gains or losses:
acquisitions
divestments
investment fair value adjustment
-
-
-
Closing balance
2023
Total
$
2022
Total
$
10,819,890
8,000,100
-
-
(9,619,890)
1,200,000
2,819,790
-
-
10,819,890
Significant assumptions used in determining fair value of financial assets and liabilities
The fair value of unlisted investments is determined by Directors’ valuations and assumptions, such as impacts on
estimated cash flows, project plans and market data available. Significant assumptions used in determining the fair
value of unlisted investments are set out in Note 1(j).
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 2022.
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.
Note 18 Loss Per Share
Basic and diluted loss per share, based on the
after tax loss of $10,156,128 (2022: ($576,076)) *
Weighted average number of ordinary shares used
as the denominator in calculating basic earnings per
share
30 June 2023
30 June 2022
(3.61) cents per share
(0.20) cents per share
281,846,354 shares
281,846,354 shares
*The options issued are not included in the diluted EPS as they are anti-dilutive.
Note 19 Contingent Liabilities
There were no contingencies of which the Company is aware as at the date of this report (2022: none).
BTC HEALTH | ANNUAL REPORT
PG 39
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
22 August 2023
BTC HEALTH | ANNUAL REPORT
PG 40
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
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 2023, 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, 22 August 2023
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#10074006v1w
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
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 2023, 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
b
Giving a true and fair view of the Company’s financial position as at 30 June 2023 and of its
performance for the year ended on that date; and
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.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
w
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.
Key audit matter
How our audit addressed the key audit matter
Other financial assets (Note 1j, Note 6, Note 17)
As BTC Health Limited is classified as an investment
entity under AASB 10 Consolidated Financial
Statements, it accounts for investments in investee
entities at fair value. As at 30 June 2023, the
Company’s investment portfolio consisted of two
unlisted companies carried at a fair value of
$1,200,000.
These investments are classified as ‘Level 3’ financial
assets under AASB 13 Fair Value Measurement, 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:
• Obtaining a detailed understanding of the underlying
processes for valuing the financial assets through
discussion with individuals across the organisation
and reviewing the relevant documentation;
• Assessing the design and implementation of
relevant controls concerning estimating the fair
value of the financial assets at the year-end date;
• Assessing and challenging management’s valuation
methodology and key assumptions applied, utilising
an auditor’s expert to support this work;
• Evaluating the actual financial performance of each
of the investments by:
− Comparing actual financial and operational
results to management forecasts;
− Performing analytical procedures to identify
unusual trends or movements;
− Holding discussions with management and
reviewing supporting documentation surrounding
business performance and future business
plans;
− Considering whether the forecasts are
appropriate and consistent with the strategies of
the business; and
• Assessing whether the disclosures in the financial
statements, including critical judgements and
estimates, are appropriate.
Going Concern (Note 1)
Under AASB 101 Presentation of financial statements,
the financial statements are prepared on a going
concern basis unless the entity has no reasonable
alternative but to cease trading.
For the year ended 30 June 2023 the Company
recorded a loss after tax of $10,167,862, cash outflows
of $433,602, and a surplus of current assets to current
liabilities of $1,579,930. The fair value of the
Company’s investments in investee entities declined by
$9,619,890 in the year ended 30 June 2023.
Our procedures included, amongst others:
• Performing an analysis of key financial rations and
an assessment of BTC Health’s financial
performance in the year, to gain an understanding
as to whether any events or conditions exist that
may cast significant doubt on the Company’s ability
to continue as a going concern;
• Obtaining and evaluating management’s
assessment of the Company’s ability to continue as
a going concern;
Grant Thornton Audit Pty Ltd
At year end the Company had $1,736,899 of cash and
cash equivalents, which in the opinion of the Directors
will support the Company’s funding requirements for
twelve months from the date of this report.
Accordingly, testing the availability of sufficient funding
for the Company to meet its obligations is considered a
key part of our going concern assessment. This has
been assessed as a key audit matter due to the
judgement required by management in preparing their
forecasts, preparing their solvency assessment and
evaluating their ability to continue as a going concern.
• Discussing with management their future plans for
the Company;
• Reviewing ASX announcements to gather an
understanding of the strategy of the Company;
• Reviewing cash flow forecasts for the twelve-month
period from the expected date of signing, evaluating
underlying data and assumptions, and assessing
whether any additional facts or information have
come to light which may impact that assessment;
• Analysing and challenging key assumptions in the
Company’s budget for the twelve-month period from
the expected date of signing;
• Reviewing the solvency position of the Company;
• Considering whether changes in the valuation of
investee entities indicate potential going concern
issues in the investee entities which may have a
consequent impact on BTC Health’s ability to
continue as a going concern;
•
Inquiring of management as to whether they are
aware of any events or conditions beyond the period
of management’s assessment that may cast
significant doubt on the Company’s ability to
continue as a going concern; and
• Assessing whether the disclosures in the financial
statements, including on critical judgements and
estimates, are appropriate.
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 2023, 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.
Grant Thornton Audit Pty Ltd
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: http://www.auasb.gov.au/auditors_responsibilities/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 8 to 11 of the Directors’ report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of BTC Health Limited, for the year ended 30 June 2023 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, 22 August 2023
Grant Thornton Audit Pty Ltd
Shareholder Information
As at 7 August 2023
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
35
286
229
426
114
1,120
Unlisted
Option holders
-
-
-
-
4
4
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
Number of shares/votes
NAOS ASSET MANAGEMENT LIMITED
SIGMA COMPANY LIMITED
RICHARD AND KAREN TREAGUS
NAMARONG INVESTMENTS PTY LTD
Equity security holders
80,065,587
28,627,553
29,376,000
15,000,000
Voting power
%
28.4
10.16
10.42
5.32
The names of the twenty largest holders of quoted equity securities are listed below:
Rank Name
A/C designation
Ordinary Shares
held
Voting
Percentage
1
2
3
4
5
6
7
8
9
NATIONAL NOMINEES LIMITED
MRS KAREN ELIZABETH TREAGUS
SIGMA COMPANY LIMITED
NAMARONG INVESTMENTS PTY LTD THE HANSEN INVESTMENT
J P MORGAN NOMINEES AUSTRALIA
PTY LIMITED
MR CAMPBELL DINWOODIE TAYLOR
MR THOMAS CHRISTOPHER FENNELL
SIGMA COMPANY LIMITED
ARGUS NOMINEES PTY LTD
10 MRS SUSAN MAREE WHITING
11 WINDARRI INVESTMENTS PTY LTD
12
13 MR NICHOLAS DERMOTT MCDONALD
ABEILLE INVESTMENTS PTY LIMITED
14
15
16
SIGMA COMPANY LIMITED
NAMARONG INVESTMENTS PTY LTD HANSEN INVESTMENT
LINWIERIK INVESTMENTS PTY LTD
84,265,587
29,376,000
16,856,467
15,000,000
10,150,000
8,941,314
8,682,787
8,143,533
5,500,000
5,300,000
4,213,727
3,800,000
3,644,239
3,627,553
3,125,000
2,600,000
29.90
10.42
5.98
5.32
3.60
3.17
3.08
2.89
1.95
1.88
1.50
1.35
1.29
1.29
1.11
0.92
BTC HEALTH | ANNUAL REPORT
PG 43
Rank Name
A/C designation
17
CHANUK NOMINEES PTY LTD
18
PRITDOWN PTY LTD
19
BNP PARIBAS NOMINEES PTY LTD
HUB24 CUSTODIAL SERV LTD
20 MR NICHOLAS DERMOTT MCDONALD
2,000,000
1,780,600
1,604,892
Ordinary Shares
held
2,080,000
Voting
Percentage
0.74
0.71
0.63
0.57
224,041,910
79.49
Less than marketable parcel holders
The number of holders holding less than a marketable parcel based on the market price was 746.
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
PG 44
Corporate
Directory
Registered Office
BTC health Limited
Level 1, 10 Oxley Road
HAWTHORN VIC 3122
Principal Contacts
Richard Treagus, Chairman
T +61 417 520 509
rtreagus@btchealth.com.au
Tracy Weimer, Company Secretary
T+ 61 3 9692 7222
Tracy.Weimar@vistra.com
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