HeraMED Limited
ABN 65 626 295 314
Annual Report - 31 December 2024
For personal use only
HeraMED Limited
Contents
31 December 2024
1
Corporate directory
2
Chairman Letter
3
Directors' report
5
Auditor's independence declaration
19
Consolidated statement of profit or loss and other comprehensive income
20
Consolidated statement of financial position
21
Consolidated statement of changes in equity
22
Consolidated statement of cash flows
23
Notes to the consolidated financial statements
24
Consolidated entity disclosure statement
48
Directors' declaration
49
Independent auditor's report to the members of HeraMED Limited
50
Shareholder information
54
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HeraMED Limited
Corporate directory
31 December 2024
2
Board of Directors
Mr Timothy Chapman, Chairman
(appointed Non-executive Director on 11 March 2024 and Chairman on 20 June 2024)
Ms Anoushka Gungadin, Chief Executive Officer & Managing Director
(appointed 20 June 2024)
Mr David Hinton, Non-Executive Director
Company Secretary
Mr Cameron Jones (appointed 9 April 2024)
Registered Office
Suite 201
697 Burke Road
Camberwell, VIC 3124
Share Registry
XCEND
Level 2, 47 Pitt Street
Haymarket NSW 2000
Phone: +61 (2) 7208-8033
Email: support@xcend.co
Web: www.xcend.co
Group Auditors (Australia)
BDO Audit Pty Ltd
Level 9, Mia Yellagonga Tower
5 Spring Street
Perth WA 6000
Stock Exchange
Australian Securities Exchange
Level 105
20 Bridge Street
Sydney NSW 2000
ASX Code
HMD
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HeraMED Limited
Chairman Letter
31 December 2024
3
Chairman's Letter
HeraMED Limited – 2024 Annual Report
Dear Shareholders,
2024 was a year of transformation, resilience, and progress for HeraMED. The Company has set a clear course for the future,
with a refreshed leadership team, a strategic vision, and strong momentum in delivering innovative maternity care solutions
that redefine the pregnancy journey.
A New Chapter in Leadership & Strategy
In April 2024, HeraMED underwent a significant leadership transition, welcoming Anoushka Gungadin as Chief Executive
Officer and Managing Director and Cameron Jones as Chief Financial Officer. Their combined expertise in scaling innovative
healthtech businesses and driving commercial success has brought renewed focus to the Company. Under their leadership,
we launched our 4-point strategic plan in May 2024, designed to accelerate commercialisation, deepen customer engagement,
and strengthen our position as a global leader in digital maternity care.
I am pleased to report that we have made tangible progress across all four pillars of this plan during 2024:
1. Driving Commercial Growth – Broward Health Leads the Way
A major highlight of 2024 has been our collaboration with Broward Health, which stands as the most significant deployment
of our HeraCARE platform in 2024. This partnership is now building an evidence based that demonstrates the impact
HeraCARE can have in delivering greatly improved care outcomes for pregnant mothers while optimising healthcare
resources. With in excess of 400 mothers now onboarded to HeraCARE at Broward our focus with their teams is about scaling
our solution to become the standard of care for maternity at Broward. Broward’s successful implementation is a testament to
the scalability and effectiveness of our solution, serving as a blueprint for further expansion in the U.S. and beyond.
2. Enhancing Product Innovation & Adoption
HeraCARE continues to evolve as a best-in-class digital maternity care solution, with several key advancements made in
2024:
●
The platform now offers 9 live care plans, providing personalised maternity care pathways for expectant mothers,
●
We launched Spanish-language support, broadening accessibility for diverse patient populations with further languages
to be launched in 2025,
●
Looking ahead to 2025, our focus will be on integrating with Epic, one of the world’s leading electronic health record
(EHR) systems, to streamline interoperability for healthcare providers, and
●
We are also prioritising the introduction of digital reimbursement capabilities, either directly within HeraCARE or through
strategic partnerships, ensuring healthcare providers can seamlessly access financial support for adopting digital
maternity care solutions.
These developments reinforce HeraCARE’s value proposition, positioning us as a leading partner for hospitals and healthcare
providers embracing digital transformation.
3. Strengthening Strategic Partnerships
Partnerships remain a cornerstone of our growth strategy. In 2024, we forged new alliances with key stakeholders across
healthcare, technology, and research, including groups such as the UTS, Founda Health B.V. and Metronomic Inc further
embedding HeraMED within the global digital health landscape. In 2025, we will continue to work with these partners allowing
HeraCARE to be launched in new verticals and geographies. We will also continue drive existing discussions with other
potential global partners who can assist in scaling and supporting the growth and adoption of HeraCARE.
The expansion of our advisory board, including the appointments of Vivek Krishnan in December 2024 and Cheryle Royle and
Sharon Howell in 2025, provides further support to our executive leveraging top-tier expertise in scaling new healthcare
solutions effectively and opening new opportunities.
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HeraMED Limited
Chairman Letter
31 December 2024
4
4. Optimising Financial Sustainability & Expanding Non-Dilutive Funding
We have taken decisive steps to strengthen our financial foundation, ensuring that we are well-positioned for long-term
success. In late 2024, we successfully raised a further $4.1 million through two capital raisings, welcoming several leading
impact and institutional funds onto our share register. This additional funding has provided the resources necessary to
accelerate commercial initiatives and support expansion efforts. Additionally, we continue to maintain a disciplined approach
to operational efficiency and costs ensuring we maximise our cash runway.
A key focus area has been securing non-dilutive funding through government and industry grants. In late 2024, we launched
our dedicated grant strategy, and we have submitted three grant applications—two in Australia and one in the European
Union. As we expand our industry and research partnerships, we anticipate a significant increase in targeted grant
submissions throughout 2025. This initiative will provide additional funding streams to support our innovation pipeline while
maintaining shareholder value.
Looking Ahead
As we enter 2025, HeraMED is poised for continued growth. With Broward Health leading the way as a model deployment,
we are actively pursuing new market opportunities to replicate this success. Our commitment to innovation, customer success,
and strategic execution remains unwavering.
On behalf of the Board, I extend my deepest gratitude to our shareholders, partners, and the entire HeraMED team for their
dedication and belief in our mission. The future is bright, and we are just getting started.
Sincerely,
Tim Chapman
Chairman
HeraMED Limited
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HeraMED Limited
Directors' report
31 December 2024
5
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of HeraMED Limited (referred to hereafter as the 'company' or 'parent entity') and the
entities it controlled at the end of, or during, the year ended 31 December 2024.
Directors' Report
The Directors present their report, together with the financial statements of HeraMED Limited ("the Company", "HeraMED" or
"HMD") and its wholly-owned subsidiaries, Hera Med Ltd ("HeraMED Israel") and HeraMED US Inc. ("HeraMED USA"),
altogether ("the Group") for the financial year ended 31 December 2024.
Directors
The names and particulars of the Directors of the Company during or since the end of the financial year are:
Mr Tim Chapman, Chairman (appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024)
Ms Anoushka Gungadin, Chief Executive Officer & Managing Director (appointed 20 June 2024)
Mr David Hinton, Non-Executive Director
Dr Ron Weinberger, Executive Chairman (resigned 1 May 2024)
Mr Doron Birger, Non-Executive Director (resigned 11 March 2024)
Ms Emily Slade, Non-Executive Director (resigned 17 January 2024)
Principal Activities
The principal continuing activities of the Group during the year was an innovative medical data and technology company
leading the digital transformation of maternity care by revolutionising the prenatal and postpartum experience with its hybrid
maternity care platform. HeraMED offers a proprietary platform that utilises hardware and software to reshape the
Doctor/Patient relationship using its clinically validated in-home foetal and maternal heart rate monitor, HeraBEAT, cloud
computing, artificial intelligence, and big data. The Company’s proprietary offering, HeraCARE, has been engineered to offer
a fully integrated maternal health ecosystem designed to deliver better care at a lower cost, ensure expectant mothers are
engaged, informed and well-supported, allow healthcare professionals to provide the highest quality care and enable early
detection and prevention of potential risks.
Dividends
There were no dividends paid or recommended during the financial year ended 31 December 2024 (2023: Nil).
Review of operations
HeraMED Limited recorded revenues of $481,227 for the year ended 31 December 2024 (2023: $606,226). The Group
incurred a loss before finance expenses of $5,451,413 (2023: $6,669,276) and a total loss for the year ended 31 December
2024 of $5,490,578 (2023: $6,775,173) The net assets of the Group have increased by $2,085,077 from $686,032 at 31
December 2023 to $2,771,109 at 31 December 2024. As at 31 December 2024, the Group's cash and cash equivalents were
$3,128,626 compared to $1,061,924 at 31 December 2023. During the year ended 31 December 2024, the Group raised a
total of $7,559,712 (before transaction costs).
Highlights during the year
●
Change of Leadership & Strategic Review
●
Anoushka Gungadin appointed as Managing Director and CEO, Tim Chapman as Chair and Cameron Jones as CFO
and Company Secretary
●
Launch of Strategic Four-Point plan
●
Over $7m in new capital raised post change of leadership
●
HeraCARE launched in top 10 US health system, Broward Health based in Florida
●
Significant progress made at Broward with 400 mothers onboarded to HeraCARE, 31,000 data measurements recorded
and 9 care plans established and live including 3 postpartum care plans
●
Numerous critical inventions made by HeraCARE
●
Accumulated total mothers on the platform was in excess of 4,000 as at 31 December 2024
●
Over 400,000 data measurements now recorded on HeraCARE
●
HeraMED enters LOI to establish first EU channel partner agreement with Founda Inc
●
HeraMED enters LOI new US channel partner agreement with Metronomic to develop an integrated and dedicated post
partum care solution
●
Grant Strategy launched - 2 applied for in Australia, 1 applied for in Europe
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HeraMED Limited
Directors' report
31 December 2024
6
In April 2024, HeraMED announced a number of leadership changes. Anoushka Gungadin was appointed as CEO & Managing
Director following Dr Ron Weinberger stepping down from his executive role. In addition, Cameron Jones, was appointed as
CFO and Company Secretary of the Company following Jonathan Hart stepping down as Company Secretary and ldo
Toronchik as CFO. In May, Dr Ron Weinberger also resigned from the Board and was replaced by Tim Chapman as Chair of
the Board.
HeraMED conducted a strategic restructure and review in March & April 2024, with results announced in May 2024. The
outcome resulted in the Company right-sizing its operations to further scale HeraMED and resulted in an approximate
annualised operating cost reduction of $2.0 million. Following the review, HeraMED announced its new four-point strategic
plan, centred around Customer First – Commercialisation Focus, Strategic Partnerships, Non-Dilutive Funding, and Brand
Visibility.
Since announcing the 4-point Strategic Plan in May 2024, the Company has made strong progress on each element of the
plan.
A key pillar to the Company’s commercialisation strategy is its ‘customer first’ focus to ensure HeraCARE is absolutely fit for
purpose for each customer. HeraMED’s most significant customer deployment for 2024 was at Broward Health, located in
Florida USA. At 8th February 2025, Broward had registered 425 mothers onto HeraCARE since going live on 17th June 2024.
The deployment of HeraCARE within Broward Health continued to build momentum over the reporting period. Success at this
point can be defined by the success of the 9 care plans now live at Broward with mothers being onboarded across all 9 care
plans on a weekly basis. These care plans support patients with specific conditions including chronic hypertension, gestational
diabetes, mental health (both ante-natal and postpartum), financial hardship as well as low-risk pregnancies. Importantly
approximately half of the mothers have been onboarded to post-partum care plans to monitor mental health over the next 12
months.
In building these care models with Broward and establishing a new standard of care at a top 10 US health system, the learnings
generated are invaluable as HeraCARE begins to scale. Through the successful integration and deployment at Broward,
HeraMED is now engaging deeply with further health systems in Florida seeking to replicate our success at Broward.
HeraMED executed a LOI with Metronomic to develop and implement an integrated postpartum care solution in the US.
Metronomic has developed a specialist maternity care platform and patient app, Materno. Materno is currently deployed into
11 clinics across 3 states which covers an annual audience of 14,000 pregnancies. Postpartum care, and specifically mental
health monitoring, saw significantly increased financial support in 2024 via expanded reimbursement programs in US. At April
2023, 31 states and the District of Columbia have extended Medicaid postpartum coverage to 12 months. If all states
implemented this 12-month postpartum coverage extension, approximately 1.5 million people would have 12 months of
postpartum coverage. In Florida for example, a care provider can receive up to US$900 for providing mental health support
for mothers in postpartum care for up to 12 months. This amount varies from state to state and can be up to US$3,000.
HeraMED and Metronomic are now integrating care plans within HeraCARE with the financial reimbursement and billing
capability of Materno to create a complete solution. The teams are now working to select an initial healthcare provider to trial
the integrated solution. This commercial opportunity is expected to significantly grow as further states evolve their postpartum
financial support.
Additionally, HeraMED entered into a LOI with Founda. Founda’s has built a powerful interoperability platform eliminating the
friction of data availability between diverse healthcare providers by enabling them to exchange data through healthcare
standards. Through this potential partnership, HeraMED will utilise Founda’s platform to integrate HeraCARE with EHR’s
(Electronic Health Records) within hospital systems, further enhancing HeraCARE’s attractiveness to healthcare providers.
HeraMED has now completed its integration into Founda's platform with both teams working to identify a hospital in Europe/US
for an initial deployment of the joint Founda- HeraCARE solution.
In Australia, HeraMED continued to work with key partners Gold Coast University Hospital (GCUH), Telstra Health and PHI.
At GCUH, HeraMED continues to wait for the formal final report which is being reviewed and finalised by the GC clinical team.
GCUH has completed its clinical trial for high-risk pregnancies. The objective of the trial was to evaluate clinical usability,
patient satisfaction, value for money and economic analysis of the HeraCARE platform. The trial has already delivered mutual
and meaningful benefits whilst allowing HeraMED to gain significant insights into the practical application of the Company’s
solution in a real-world public hospital setting (a key vertical for HMD).
Telstra Health announced the soft launch of HeraCARE within its ecosystem in June 2024. 4 GP Clinics were initially recruited
as part of the soft launch designed to test GP workflows as well as optimise care and commercial models once integration of
HeraCARE into MedicalDirector was completed. HeraMED continues to work with Telstra Health with market testing and
research on the 'packaging' of the solution for GPs.
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HeraMED Limited
Directors' report
31 December 2024
7
At PHI, through Simply Women and JOGG, PHI had at active 2024. Collectively 372 mothers were onboarded with approx.
180 pregnancies currently active on HeraCARE. The Company is developing a case study on the success of HeraCARE within
Simply Women and JOGG assessing productivity within the clinics and improved care outcomes for mothers expected to be
completed during the March 2025 quarter. Simply Women and JOGG are expanding the care plans they offer to their mums
and HeraMED is working with them to customise their care plans and the smart messaging bundles according to their care
protocols.
A further pillar to the 4-point plan is generating non-dilutive funding channels through government and industry grants. The
grant strategy was launched in late 2024. Currently 3 grants have been applied for with an expectation the Company will
receive confirmation on if it has been successful with two of those grants in the very near term. Grant funding has been a
strong focus for the business over recent months with the number of grant submissions made expected to significantly expand
over 2025.
Finally, we have begun to expand our advisory team with the appointments of Vivek Krishnan, Cheryle Royle and Sharon
Richardson Howell. Each bring experience and network that will help the Company scale HeraCARE. Vivek Krishnan, a
seasoned healthcare technology leader, was appointed to support the scaling of HeraCARE in 2025. Mr. Krishnan, is the
former Chief Technology Officer of Alcidion (ASX:ALC) and the founder of AgileMed, and brings decades of deep technology
and healthcare innovation experience. Cheryle Royle was appointed due to her decades long experience in Australian
healthcare. Cheryle started her career as a registered Nurse & Midwife progressing to becoming CEO of a number of hospitals
in both Victoria and Queensland, retiring from her role as CEO St Vincent’s Private Hospital Brisbane in 2017. A pioneer in
healthcare leadership, Cheryle was awarded a Telstra Businesswomen’s Award in Victoria (1998) and has been a Judge for
Telstra Best of Business Awards since 2021. Dr Howell has held leadership roles spanning healthcare, technology, and
academia, including as Chief Performance Officer, Clinical Solutions, at Fortune 25 company Centene Corporation. In this
role, she was responsible for overseeing population health and medical management solutions aimed at improving physical
and mental health outcomes across Medicaid, Medicare, and Marketplace populations.
Managing the risks associated with our strategy
In developing, refining and executing on our strategy, the Company constantly assesses the key risks to our business and
puts in place controls and strategies to mitigate these risks in an appropriate manner. The Company is aware of the macro-
economic risks impacting the environment that we operate, as well as the risk factors that pertain to medical device companies
and other factors impacting HeraMED. Where the risk relates to factors within the control of management, we make further
comments. These risk factors are not exhaustive and other risks may impact the value of the investment that shareholders in
the Company.
Business risks
Future capital needs
In developing, refining and executing on our strategy the Company constantly assesses the key risks to our business and puts
in place controls and strategies to mitigate these risks in an appropriate manner. The Company is aware of the macro-
economic risks impacting the environment that we operate, as well as the risk factors that pertain to medical device companies
and other factors impacting HeraMED. Where the risk relates to factors within the control of management, we make further
comments. These risk factors are not exhaustive and other risks may impact the value of the investment that shareholders in
the Company.
Early-stage business
The Company’s business operations are at an early stage, and the commercialisation of HeraCARE has not yet been proven
at scale. The Company’s success will depend on its ability to implement its business plan, the ability to commercialise the
Company’s products and the ability of the Company to successfully implement its R&D plans. There can be no guarantee that
the Company can or will be able to commercialise its products.
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HeraMED Limited
Directors' report
31 December 2024
8
Regulatory approvals and restrictions
The regulatory requirements for HeraBEAT and HeraCARE and any other developed products will depend on the local policies
of the ministry of health or similar government agency in the jurisdictions in which it intends to operate (for example TGA in
Australia, FDA in the US, CFDA in the PRC, etc.) and may be different from country to country. In some countries, the
Company’s products may be subject to continuing regulation including quality assurance, ongoing monitoring and reporting,
and restrictions on promoting or advertising its products. Some of these regulations change over time and are enforced
unpredictably. Meeting such regulatory compliance may prove expensive and failure to meet regulatory requirements may
negatively impact the Company’s business. Failure by the Company to comply with applicable regulations may subject it to
enforcement actions such as warning letters, fines, or other penalties. Such failure may also attract negative publicity to
HeraMED and could harm the Company’s reputation and adversely impact upon its ability to develop its business. There is
also the risk that Company’s intellectual property is challenged or not adequately protected.
Operations in Israel
The Company has operations and personnel in Israel. The region in general is subject to confrontation and unrest. Such
disruptions could materially and adversely affect the Company’s operations and negatively impact its business. Israeli
operations and industrial production may be subject to significant disruptions from domestic or foreign violent episodes. Such
disruptions could materially and adversely affect the Company’s operations and negatively impact its business.
Foreign exchange rate and currency risk
The Company’s financial statements are presented in Australian dollars however the Company’s expected sales are from
various international markets. As a result, the Company’s revenues and cash flows may be highly sensitive to fluctuations in
exchange rates. As the Company’s business is proposed to operate in several jurisdictions, costs and expenses incurred in a
foreign country will be in the foreign country’s denomination. Accordingly, there might be a loss incurred when the foreign
currency is converted into Australian dollars. As the Company does not currently have hedging arrangements in place, foreign
exchange rate movements could adversely impact upon its business, financial performance and operations.
Intellectual property
The Company has know-how, trade secrets and other intellectual property that are important assets. The Company relies on
a combination of confidentiality and license agreements with its consultants, employees and third parties with whom it has
relationships, as well as patents, domain names and copyright, to protect its brand and other intellectual property rights. If the
Company fails to adequately protect its intellectual property rights, competitors may gain access to its intellectual property,
which would in turn harm its business. The Company may be required to incur significant expenses in monitoring and
protecting its intellectual property rights. The Company may initiate or otherwise be involved in litigation against third parties
for infringement or to establish the validity of its rights. Any litigation, whether or not it is successful, could result in significant
expense to the Company and cause a distraction to management. In addition, unauthorised use of the Company’s brand or
intellectual property by third parties may not only result in potential revenue loss, but also have an adverse impact on the
Company’s brand value and the market perception of the quality of its products.
Competition and new technologies
The industry in which the Company is involved is subject to increasing domestic and global competition, which is fast-paced
and fast-changing. While the Company will undertake all reasonable due diligence in its business decisions and operations,
the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may
positively, or negatively affect the operating and financial performance of the Company’s business. For instance, new
technologies could overtake the advancements made by the Company’s products. In that case, the Company’s revenues
could be adversely affected.
Cybersecurity
The Company's products, services and systems may be used in critical company, customer or third-party operations, or involve
the storage, processing and transmission of sensitive data, including valuable intellectual property, other proprietary or
confidential data, regulated data, and personal information of employees, customers and others. Successful breaches,
employee malfeasance, or human or technological error could result in, for example, unauthorized access to, disclosure,
modification, misuse, loss, or destruction of company, customer, or other third party data or systems; theft of sensitive,
regulated, or confidential data including personal information and intellectual property; the loss of access to critical data or
systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions or
denials of service. The Company has in place various protections in order to take all reasonable steps to protect its data from
unauthorized access, loss or modification.
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HeraMED Limited
Directors' report
31 December 2024
9
Third-party risks
The operations of the Company require the involvement of a number of third parties, including suppliers, contractors and
clients. Such risks include the financial failure, default, contractual non-compliance or the conduct on the part of such third
parties may have a material impact on the operations and performance of the Company. It is not possible for the Company to
predict or protect the Company against all such risks.
Reputational risks
The Company operates in a fast-changing environment, and negative publicity can spread quickly, whether true or false.
Negative comments by disgruntled customers about the Company may have a disproportionate effect on the Company’s
reputation and its ability to earn revenues and profits. Additionally, complaints by such customers can lead to additional
regulatory scrutiny and a consequential increase compliance burden in responding to regulatory inquiries. This could
negatively impact on the Company’s business.
Retention of key personnel
The Company’s success depends on retaining its key management personnel, and attracting suitably qualified, new personnel.
There is no guarantee that the Company will be able to attract and retain suitably qualified management and technical
personnel. A failure to do so could materially and adversely affect the Company, its operating results and financial prospects.
Liability and lawsuits
Medical device companies can be subject to claims alleging negligence, product liability, breach of warranty or malpractice
that may involve large claims and significant defence costs whether or not such liability is imposed. These claims may be
brought by individuals seeking relief for themselves or, increasingly, by groups seeking to represent a class. There are no
such claims against the Company at the date of this Annual Report.
Other risks
This list of risk factors above is not an exhaustive list of the risks faced by HeraMED or by investors in the Company. The risk
factors described in this Section as well as risk factors not specifically referred to above may in the future materially affect the
financial performance of the Company and the value of its Shares.
Significant changes in the state of affairs
There were the following significant changes to the Company or the state of its affairs during the year:
●
Resignation of Dr Ron Weinberger as Executive Chairman
●
Resignation of Doron Birger and Emily Slade as Non-Executive Directors
●
Appointment of Mr Tim Chapman as Chairman.
●
Appointment of Ms Anoushka Gungadin as Managing Director and Chief Executive Officer
●
Placement of shares raising $7,559,712 (before transaction costs).
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
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HeraMED Limited
Directors' report
31 December 2024
10
Information on directors
Name:
Tim Chapman (appointed Non-executive Director on 11 March 2024 and Chairman on
20 June 2024)
Title:
Chairman
Qualifications:
BCom
Experience and expertise:
Mr Chapman has over 25 years' experience in financial services, having advised on a
myriad of corporate transactions and capital raisings for public and private companies
through IPOs, private placements, reverse takeovers as well as many mergers and
acquisitions. More recently Mr Chapman has focused on advising and as a board
member for a number on companies which have developed technologies enabling new
care models through remote care across not only maternity but cardiac and diabetic
management as well as aged care.
Interests in shares and options:
5,277,778 ordinary shares
13,166,666 unlisted options
Directorship held in other listed
companies
InteliCare Holdings Limited (ASX:ICR)
Name:
Anoushka Gungadin (appointed 20 June 2024)
Title:
Chief Executive Officer & Managing Director
Qualifications:
BSc, MBA
Experience and expertise:
Anoushka Gungadin is an experienced CEO, Board Director, and cross-border
executive, witha career spanning across four continents. Anoushka is the Managing
Director and Chief Executive Officer of HeraMED, an ASX-listed femtech company
focused on redefining maternity and pregnancy. She is a council member of Deakin
University. She is the Australian lead for TiE Women, a global mentoring and investment
platform for female entrepreneurs. She is a speaker and author on inclusive leadership
and cultural intelligence.
Her previous experience includes founding CEO of the Australia India Chamber of
Commerce set up to drive bilateral economic relationships. She headed up finance and
clients accounts for Gide, the International French law firm for 10 years in Beijing. She
has consulted and worked with brands including Mondelez, L’Oréal, Bank of Indonesia,
Reliance, Rhipe-Crayon and more. A trained economist, she holds an MBA and is a
certified professional coach.
Interests in shares and options:
5,850,000 unlisted options
15,800,000 performance rights
Directorship held in other listed
companies:
NIL
Name:
David Hinton
Title:
Non-Executive Director
Qualifications:
B.Bus, FCA, GAICD, FGIA, ICSA
Experience and expertise:
Mr Hinton has an extensive career in the information and technology sectors and is
currently Chief Financial Officer and Company Secretary of Empired Limited, an IT and
software services provider and prior to that Amcom Telecommunications Ltd. He holds
a Bachelor of Business Degree and is a Fellow of Chartered Accountants Australia and
New Zealand, and of the Governance Institute of Australia and a Graduate of the
Australian Institute of Company Directors. Mr Hinton is also Chairman of Valo
Therapeutics Oy and a Director of the not-for- profit Auspire - The Australia Day Council
of Western Australia. He is also the Independent Audit Committee member of the
Australian Institute of Marine Science.
Interests in shares and options:
430,000 ordinary shares
3,000,000 unlisted options
Directorship held in other listed
companies
NIL
For personal use only
HeraMED Limited
Directors' report
31 December 2024
11
Meetings of directors
The following table sets out the number of directors' meetings held during the financial year and the number of meetings
attended by each director. During the financial year, 10 board meetings were held.
Held
Attended
Tim Chapman (i)
10
10
Anoushka Gungadin (ii)
10
10
David Hinton
10
7
Ron Weinberger (iii)
3
1
Doron Birger (iv)
-
-
Emily Slade (v)
-
-
(i) Appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024
(ii) Appointed 20 June 2024
(iii) Resigned 1 May 2024
(iv) Resigned 11 March 2024
(v) Resigned 17 January 2024
Options
At the date of this report, the number of Options on issue are as follows:
Security Code
Expiry Date
Grant Date
Exercise Price
Number of
Options
$
HMDAS
02/06/2025
02/06/2021
$0.20
7,440,000
HMDAX
09/08/2027
09/08/2022
$0.15
250,000
HMDAW
28/07/2027
02/08/2022
$0.14
850,000
HMDAY
27/01/2027
27/01/2023
$0.15
350,000
HMDAZ
20/07/2026
20/06/2023
$0.12
18,428,587
HMDAZ
20/07/2026
19/09/2023
$0.12
12,000,000
HMDAAC
23/01/2027
23/01/2024
$0.02
750,000
HMDAAD
11/03/2027
11/03/2024
$0.05
15,000,000
HMDAAF
26/06/2028
26/06/2024
$0.01
67,500,000
HMDAAE
26/06/2027
26/06/2024
$0.02
17,000,000
HMDAAG
24/12/2028
24/12/2024
$0.02
50,000,000
Performance rights
15,800,000 performance rights were approved by shareholders at the General Meeting held on 19 December 2024 to be
granted to Anoushka Gungadin, as a long-term incentive following appointment as Managing Director & CEO on 20 June
2024. No other performance rights had been issued prior to this grant and no other subsequent performance rights have been
granted.
Proceedings on behalf of the company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the year.
Indemnity and insurance of officers
During the year, HeraMED Limited paid a premium to insure directors and officers of the Group. The liabilities insured are
legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their
capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with
such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the
improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause
detriment to the Group. Details of the amount of the premium paid in respect of the insurance policies is not disclosed as such
disclosure is prohibited under the terms of the policy. The Company has agreed, to the extent permitted by law, to indemnify
each Director and Company Secretary of the Company against any and all reasonable liabilities incurred in respect of or
arising out of any act in the course of their role as an officer of the Company.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
12
Environmental regulation
HeraMED products are compliant with ROHS and WEEE EU directives:
- Directive EU 2015/863 of the European Parliament and of the Council of 2 July 2021 on the restriction of the use of certain
hazardous substances in electrical and electronic equipment, as amended by (EU) 2017/2102 (RoHS 3).
- Directive 2012/19/EU of the European Parliament and of the Council of 4 July 2012 on waste electrical and electronic
equipment (WEEE).
Likely developments and expected results of operations
Disclosure of information regarding likely developments in the operations of the Company in future financial years and the
expected results of those operations is likely to result in unreasonable prejudice to the Company. Information on future
developments, prospects, and business strategies have only been referred to in the operating and financial review section .
For further information on the Company’s business strategies and material risks, refer also to the Prospectus lodged during
the period which is available on the Company website or ASX Announcements.
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, BDO Audit Pty Ltd, as part of the terms of
its audit engagement agreement against claims by third parties arising from their report on the financial report. No payment
has been made to indemnify BOO Audit Pty Ltd during or since the financial year.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
In the event that non-audit services are provided by BDO Audit Pty Ltd, the Board has established certain procedures to
ensure that the provision of non-audit services are compatible with the general standard of independence for auditors. These
include:
●
all non-audit services are reviewed and approved to ensure they do not impact the integrity and objectivity of the auditor;
and
●
non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110
'Code of Ethics for Professional Accountants (including Independence Standards)' issues by the Accounting Professional
& Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Company, acting as an advocate for the Company or jointly sharing economic risks and rewards.
Corporate governance
The directors support and adhere to the principles of corporate governance, recognising the need for the highest standard of
corporate behaviour and accountability. The Company's Corporate Governance Statement and its compliance with ASX
guidelines can be found on the Company's website at www.hera-med.com. The policies and compliance as stated were in
place for the whole year and are current as at the date of this report.
Auditor's independence declaration
The auditor's independence declaration for the year ended 31 December 2024 has been received and can be found on page
19 of the financial report.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
13
Remuneration report (audited)
This remuneration report, which forms part of the directors' report, for the year ended 31 December 2024 outlines the
remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (Cth), as amended
(Act) and its regulations. This information has been audited as required by section 308(3() of the Act. Unless otherwise stated,
all figures in the Remuneration Report are in the Company's presentation currency, the AU Dollar("$").
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is presented under the following sections:
●
Introduction
●
Remuneration governance
●
Executive remuneration arrangements
●
Non-executive director fee arrangements
●
Relationship between remuneration and consolidated entity performance
●
Details of remuneration
●
Additional disclosures relating to equity instruments
●
Loans to key management personnel (KMP) and their related parties
●
Other transactions and balances with KMP and their related parties
●
Voting of Shareholders at last year's annual general meeting
1. Introduction
Key Management Personnel (KMP) have authority and responsibility for planning, directing and controlling the major activities
of the Group. KMP comprises the directors of the Company and identifies key management personnel. Compensation levels
for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Board
may seek independent advice on the appropriateness of compensation packages, given trends in comparable companies
both locally and internationally and the objectives of the Group's compensation strategy.
Key management personnel covered in this report are as follows:
Name
Status
Appointed
Directors
Ron Weinberger (i)
Executive Chairman
21 August 2018
Tim Chapman (ii)
Chairman
20 June 2024
Anoushka Gungadin
Managing Director & CEO
20 June 2024
David Hinton
Non-Executive Director
21 August 2018
Doron Birger (iii)
Non-Executive Director
5 October 2018
Emily Slade (iv)
Non-Executive Director
13 September 2022
Other key management personnel
Ido Toronchik (v)
Chief Financial Officer
8 November 2023
(i) Resigned 1 May 2024
(ii) Appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024
(iii) Resigned 11 March 2024
(iv) Resigned 17 January 2024
(v) Resigned 9 April 2024
2. Remuneration governance
The Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the
establishment of a separate remuneration committee. Accordingly, all matters are considered by the full Board of Directors, in
accordance with a Remuneration Committee Charter.
During the financial year, the Company did not engage any remuneration consultants.
3. Executive remuneration arrangements
The key terms and conditions of the appointment of Ms Anoushka Gungadin as CEO and Managing Director are as follows:
●
A base salary of A$308,000 per annum exclusive of statutory superannuation.
●
The appointment may be terminated by either party upon providing 4 months' written notice from either party.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
14
4. Non-executive director fee arrangements
The Board policy is to remunerate non-executive directors at a level to comparable companies for time, commitment, and
responsibilities. Non-executive directors may receive performance related compensation. Directors' fees cover all main Board
activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to
non-executive directors. The maximum aggregate amount of fees that can be paid to non-executive directors is presently
limited to an aggregate of A$300,000 per annum and any increase is subject to approval by shareholders. Fees for non-
executive directors are not linked to the performance of the Company. However, to align directors' interests with shareholder
interests, directors are encouraged to hold shares in the Company. Total fees for non-executive directors for the financial year
were $104,212 (2023: $263,564) and covered main Board activities only. Non-executive directors may receive additional
remuneration for other services provided to the Group. All non- executive directors enter into a service agreement with the
Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration,
relevant to the office of director.
5. Relationship between remuneration and consolidated entity performance
The Board considers that at this time, evaluation of the Consolidated Entities financial performance using generally accepted
measures such as profitability, total shareholder return or benchmarking are not relevant, given the company's focus on scaling
its commercial operations and investing in market expansion.
6. Details of Remuneration
The Key Management Personnel of HeraMED Limited includes the current and former directors of the Company and Key
Management Personnel of HeraMED Limited during the year ended 31 December 2024.
31 December 2024
Short term
salary, fees &
commissions
Superannuation
& social benefits
(1)
Cash
bonus
Other
Share-
based
payments
(2)
Proportion of
remuneration
based on
performance
Total
$
$
$
$
$
%
$
Directors:
Ron Weinberger (3)
37,111
3,795
-
16,667
-
-
57,573
Tim Chapman (4)
40,323
-
60,000
108,000
99,338
51.79%
307,661
Anoushka Gungadin
(5)
154,000
14,966
-
23,021
160,739
45.57%
352,726
David Hinton
44,944
5,056
-
-
59,603
54.38%
109,603
Doron Birger (6)
9,265
-
-
-
-
-
9,265
Emily Slade (7)
4,167
458
-
-
-
-
4,625
KMP:
Ido Toronchik (8)
49,355
-
-
-
-
-
49,355
Total
339,165
24,275
60,000
147,688
319,680
890,808
(1) Dr Weinberger, Mrs Gungadin, Mr Hinton and Ms Slade are entitled to statutory superannuation of 11.0% up to 30 June
2024 and 11.5% as from 1 July 2024.
(2) Refer to Section 6 below for further information on share-based payments granted to key management during the year.
The value included in the share-based payment column is calculated using sophisticated financial models. The expense is
apportioned from the grant date to the date the options or performance rights vest. As at the date of this report, no KMP
options have been exercised and this amount does not represent a cash benefit to the KMP.
(3) Resigned 1 May 2024. Amount in 'Other' represents consulting fees paid for services provided.
(4) Appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024. Amount in 'Other' represents cash
bonus and consulting fees for involvement in investor relations and capital raising activities as agreed by the Board.
(5) Appointed Managing Director and CEO on 20 June 2024.
(6) Resigned 11 March 2024.
(7) Resigned 17 January 2024.
(8) Resigned 9 April 2024. Amount disclosed represents fees paid to Shimony & Co for bookkeeping, accounting and CFO
services for FY2024. Mr Toronchik is a partner at Shimony & Co.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
15
Short term
salary, fees &
commissions
Superannuation
& social benefits
(1)
Other
Share-
based
payments
(2)
Proportion of
remuneration
based on
performance
Total
31 December 2023
$
$
$
$
%
$
Directors:
Ron Weinberger
231,397
11,714
-
7,234
2.89%
250,345
David Groberman (3)
224,861
45,938
50,155
-
-
320,954
Tai Slonim (4)
20,083
4,370
81,297
-
-
105,750
David Hinton
46,281
4,975
-
-
-
51,256
Doron Birger
49,791
-
-
-
-
49,791
Emily Slade (5)
51,257
5,510
-
-
-
56,767
Other KMP:
-
-
-
-
-
-
Ido Toronchik (6)
161,645
-
-
-
-
161,645
Sivan Sadan (7)
148,139
33,352
10,212
33,268
14.79%
224,971
Total
933,454
105,859
141,664
40,502
1,221,479
(1) Mr Groberman, Mr Slonim and Mrs Sadan are entitled to benefits as described in section 3 above. In the case of Mr Hinton
and Dr Weinberger and Ms Slade, statutory superannuation of 10.5% up to 30 June 2023 and 11% as from 1 July 2023.
(2) Refer to Section 6 below for further information on share-based payments granted to key management during the year.
(3) Resigned 8 November 2023. Amount in 'Other' represents pay out of statutory annual leave.
(4) Resigned 20 April 2023. Amount in 'Other' represents termination benefits paid on resignation.
(5) Resigned 17 January 2024.
(6) Appointed CFO on 8 November 2023. Amount disclosed represents fees paid to Shimony & Co for bookkeeping,
accounting and CFO services for FY2023. Mr Toronchik is a partner at Shimony & Co.
(7) Transitioned to Executive Vice President, Business Development on 1 October 2023. Amount in 'Other' represents vacation
accrual.
Options Granted
During the financial year, the following options were granted to KMP:
Grantee
No. of
options
Exercise
price (cents) Grant date
Expiry date
Grant date
fair value
(cents)
Anoushka Gungadin1
5,000,000
2.00 20/06/2024
26/06/2028
2.00
Timothy Chapman1
5,000,000
2.00 20/06/2024
26/06/2028
2.00
David Hinton1
3,000,000
2.00 20/06/2024
26/06/2028
2.00
1Options granted to KMP on 26 June 2024 vested immediately upon grant.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
16
Performance Rights Granted
During the financial year, the following performance rights were approved by shareholders to be granted to KMP:
Grantee
Tranche
Number of
Performance
Rights
Vesting hurdle
Expiry Date -
Exercise no later
than
Fair Value of
performance
rights at
grant (cents)
Anoushka Gungadin
1
2,633,860
Share price of 100% premium to
share price at date of issue within 12
months of issue
18 months from
vesting
1.14
Anoushka Gungadin
2
2,633,860
Share price of 200% premium to
share price at date of issue within 24
months of issue
18 months from
vesting
1.34
Anoushka Gungadin
3
2,632,280
Share price of 300% premium to
share price at date of issue within 5
years of issue
18 months from
vesting
1.82
Anoushka Gungadin
4
2,633,860
7,500 paid mums (accumulated) on
HeraCARE platform by 30 June 2026
31 December 2027
2.10
Anoushka Gungadin
5
2,633,860
11,500 paid mums (accumulated) on
HeraCARE platform by 30 June 2026
31 December 2027
2.10
Anoushka Gungadin
6
2,632,280
23,000 paid mums (accumulated) on
HeraCARE platform by 30 June 2027
31 December 2028
2.10
Share price measured on a 20 day volume weighted average (VWAP). The share price at issuance will be determined as the
5 day VWAP prior to and including the date of issue.
Should a vesting hurdle not be achieved by the stipulated date then the performance rights for that respective tranche, by the
Expiry Date no later than date then the performance rights for that respective tranche will lapse, unless determined otherwise
by the Board.
Should the employee leave the Company, then any unvested performance rights will automatically lapse, unless determined
otherwise by the Board.
In the event of a change of control, 50% of unvested performance rights will automatically vest with the Board having the
discretion to vest all unvested performance rights. In this situation, the Board has the authority to convert unvested
performance rights into shares. The Board will not unreasonably withhold approval for accelerated vesting in change of control
event that benefits shareholders.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
17
7. Additional disclosures relating to equity instruments
KMP Shareholdings
5,071,667 shares were acquired by KMP during the 2024 financial year (2023: 215,000 shares).
Fully paid ordinary shares of HeraMED limited
31 December 2024
Balance at
the start of
the year
Other (v)
Shares
acquired
during the
year
Cessation as
director/
KMP
Balance at
the end of
the year
Directors:
Ron Weinberger (i)
801,000
-
-
(801,000)
-
Tim Chapman (ii)
-
277,778
5,000,000
-
5,277,778
Anoushka Gungadin (iii)
-
-
-
-
-
David Hinton (iv)
358,333
-
71,667
-
430,000
Total
1,159,333
277,778
5,071,667
(801,000)
5,707,778
(i) Resigned 1 May 2024.
(ii) Appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024. 5,000,000 ordinary shares issued
on 26 June 2024 at A$0.01 per share following the conversion of related party loan of $50,000.
(iii) Appointed Managing Director and CEO on 20 June 2024.
(iv) 71,667 shares acquired on 28 February 2024 at A$0.02 per share.
(v) Number of shares held upon appointment as Director.
KMP Options Holdings
Options of HeraMED Limited
31 December 2024
Balance at
the start of
the year
Other (iv)
Options
issued
during the
year
Options
expired
during the
year
Balance at
the end of
the year
Vested and
exercisable
Unvested
Directors:
Ron Weinberger (i)
7,500,000
-
-
(7,500,000)
-
-
-
Tim Chapman (ii)
-
8,166,666
5,000,000
-
13,166,666
5,000,000
8,166,666
Anoushka Gungadin (iii)
-
850,000
5,000,000
-
5,850,000
5,200,000
650,000
David Hinton
-
-
3,000,000
-
3,000,000
3,000,000
-
Total
7,500,000
9,016,666
13,000,000
(7,500,000) 22,016,666
13,200,000
8,816,666
(i) Resigned 1 May 2024.
(ii) Appointed Non-Executive Director on 11 March 2024 and Chairman on 20 June 2024.
(iii) Appointed Managing Director and CEO on 20 June 2024.
(iv) Number of options held upon appointment as Director.
Options do not carry any voting or dividend rights, and can only be exercised once the vesting conditions have been met, until
their expiry date.
For personal use only
HeraMED Limited
Directors' report
31 December 2024
18
Performance rights of HeraMED Limited
Balance at
the start of
the year
Performance
rights issued
during the
year
Balance at
the end of
the year
Vested and
exercised
Unvested
Maximum
amount
remaining to
be expensed
31 December 2024
$
Anoushka Gungadin
-
15,800,000
15,800,000
-
15,800,000
225,270
-
15,800,000
15,800,000
-
15,800,000
225,270
8. Loans from key management personnel (KMP) and their related parties
Director Loan
During the period the Group entered into a $50,000 non-interest bearing loan from Timothy Chapman, a director of the
Company (or his associate).
The Loan was convertible at $0.01 (1 cent) per Share (5,000,000 shares in total). Shareholders approved the issue of Shares
on conversion of the Director Loan at the AGM on 20 June 2024 and the Company converted the Director Loan and issued
5,000,000 Shares on 26 June 2024.
9. Other transactions and balances with KMP and their related parties
There were no other transactions with members of the Group's key management personnel and/or their related parties during
the year.
10. Voting of shareholders at last year's annual general meeting
The 2023 annual general meeting was held on 20 June 2024. The Company received 99.02% "For" votes cast on its
Remuneration Report for the 2023 financial year. The Company did not receive any specific feedback at the 2023 Annual
General Meeting regarding its remuneration practices.
This is the end of the audited remuneration report.
This directors' report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act
2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
28 February 2025
Tim Chapman - Chairman
For personal use only
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
DECLARATION OF INDEPENDENCE BY JACKSON WHEELER TO THE DIRECTORS OF HERAMED LIMITED
As lead auditor of HeraMED Limited for the year ended 31 December 2024, I declare that, to the best
of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of HeraMED Limited and the entities it controlled during the period.
Jackson Wheeler
Director
BDO Audit Pty Ltd
Perth
28 February 2025
For personal use only
HeraMED Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2024
Consolidated
Note
2024
2023
Restated*
$
$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Revenue
Revenue
4
364,328
606,226
Cost of sales
(145,746)
(242,191)
Gross profit
218,582
364,035
Other Revenue
Other income
116,899
-
Expenses
Research and development expenses
5
(1,335,773)
(2,115,123)
General and administrative expenses
5
(2,545,426)
(2,525,319)
Sales and marketing expenses
5
(1,222,426)
(1,693,094)
Depreciation and amortisation expense
5
(326,245)
(663,666)
Share-based payment expenses
20
(357,024)
(36,109)
Operating loss
(5,451,413)
(6,669,276)
Finance income
5
9,129
28,977
Finance expenses
5
(48,294)
(134,874)
Loss before income tax expense
(5,490,578)
(6,775,173)
Income tax expense
-
-
Loss after income tax expense for the year attributable to the owners of
HeraMED Limited
(5,490,578)
(6,775,173)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
190,908
79,377
Other comprehensive income for the year, net of tax
190,908
79,377
Total comprehensive loss for the year attributable to the owners of HeraMED
Limited
(5,299,670)
(6,695,796)
Cents
Cents
Basic earnings per share
9
(1.03)
(2.60)
Diluted earnings per share
9
(1.03)
(2.60)
* Prior year comparatives have been amended into AUD following a change in presentation currency; refer to note 3.
For personal use only
HeraMED Limited
Consolidated statement of financial position
As at 31 December 2024
Consolidated
Note
2024
2023
Restated*
1 January
2023
Restated*
$
$
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
21
Assets
Current assets
Cash and cash equivalents
10
3,128,626
1,061,924
3,867,335
Trade receivables
34,287
208,231
14,072
Other receivables
11
175,893
295,350
362,737
Inventories
12
374,835
361,464
253,315
Total current assets
3,713,641
1,926,969
4,497,459
Non-current assets
Property, plant and equipment
13
37,679
76,371
111,457
Intangible assets
14
732,876
949,897
1,534,487
Total non-current assets
770,555
1,026,268
1,645,944
Total assets
4,484,196
2,953,237
6,143,403
Liabilities
Current liabilities
Trade and other payables
15
661,874
759,589
738,478
Borrowings
16
82,089
260,550
263,305
Other financial liabilities
17
74,918
46,168
75,817
Deferred revenue
235,250
439,014
90,225
Total current liabilities
1,054,131
1,505,321
1,167,825
Non-current liabilities
Other financial liabilities
17
658,956
761,884
746,205
Total non-current liabilities
658,956
761,884
746,205
Total liabilities
1,713,087
2,267,205
1,914,030
Net assets
2,771,109
686,032
4,229,373
Equity
Issued capital
18
38,933,176
34,156,340
31,040,171
Foreign exchange reserves
365,850
174,942
95,565
Predecessor accounting reserves
190,792
190,792
190,792
Reserves
19
9,611,482
7,003,571
6,967,285
Accumulated losses
(46,330,191)
(40,839,613)
(34,064,440)
Total equity
2,771,109
686,032
4,229,373
* Prior year comparatives have been amended into AUD following a change in presentation currency; refer to note 3.
For personal use only
HeraMED Limited
Consolidated statement of changes in equity
For the year ended 31 December 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
22
Issued
Share-based
payment
Predecessor
accounting
Foreign
currency
translation
Accumulated
capital
reserves
reserves
reserves
losses
Total equity
Consolidated
$
$
$
$
$
$
Balance at 1 January 2023
(restated)*
31,040,171
6,967,285
190,792
95,565
(34,064,440)
4,229,373
Loss after income tax expense
for the year
-
-
-
-
(6,775,173)
(6,775,173)
Other comprehensive income for
the year, net of tax
-
-
-
79,377
-
79,377
Total comprehensive income for
the year
-
-
-
79,377
(6,775,173)
(6,695,796)
Transactions with owners in
their capacity as owners:
Share-based payments (note
20)
-
36,286
-
-
-
36,286
Issue of shares
3,415,000
-
-
-
-
3,415,000
Share issue costs
(298,831)
-
-
-
-
(298,831)
Balance at 31 December 2023
(restated)*
34,156,340
7,003,571
190,792
174,942
(40,839,613)
686,032
Issued
Share-based
payment
Predecessor
accounting
Foreign
exchange
Retained
capital
reserves
Reserves
reserve
profits
Total equity
Consolidated
$
$
$
$
$
$
Balance at 1 January 2024
(restated)*
34,156,340
7,003,571
190,792
174,942
(40,839,613)
686,032
Loss after income tax expense
for the year
-
-
-
-
(5,490,578)
(5,490,578)
Other comprehensive income for
the year, net of tax
-
-
-
190,908
-
190,908
Total comprehensive income for
the year
-
-
-
190,908
(5,490,578)
(5,299,670)
Transactions with owners in
their capacity as owners:
Share-based payments (note
20)
-
357,024
-
-
-
357,024
Issue of shares
7,559,712
-
-
-
-
7,559,712
Share issue costs
(2,782,876)
2,250,887
-
-
-
(531,989)
Balance at 31 December 2024
38,933,176
9,611,482
190,792
365,850
(46,330,191)
2,771,109
* Prior year comparatives have been amended into AUD following a change in presentation currency; refer to note 3.
For personal use only
HeraMED Limited
Consolidated statement of cash flows
For the year ended 31 December 2024
Consolidated
Note
2024
2023
(Restated)*
$
$
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
23
Cash flows from operating activities
Receipts from customers
607,552
782,063
Payments to suppliers and employees (inclusive of GST)
(5,429,529)
(6,509,596)
Interest received
9,057
22,057
Finance costs paid
(1,482)
(6,942)
Net cash used in operating activities
10
(4,814,402)
(5,712,418)
Cash flows from investing activities
Payments for property, plant and equipment
-
(2,097)
Net cash used in investing activities
-
(2,097)
Cash flows from financing activities
Net proceeds from equity instruments of the Company
7,082,833
3,191,635
Proceeds from borrowings
260,087
-
Repayment of borrowings
(464,772)
-
Repayment of lease liabilities
-
(152,227)
Net cash from financing activities
6,878,148
3,039,408
Net increase/(decrease) in cash and cash equivalents
2,063,746
(2,675,107)
Cash and cash equivalents at the beginning of the financial year
1,061,924
3,937,173
Effects of exchange rate changes on cash and cash equivalents
2,956
(200,142)
Cash and cash equivalents at the end of the financial year
10
3,128,626
1,061,924
* Prior year comparatives have been amended into AUD following a change in presentation currency; refer to note 3.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
24
1. Summary of material accounting policies
HeraMED Limited is a listed public company, trading on the Australian Securities Exchange, limited by shares, incorporated
and domiciled in Australia.
These consolidated financial statements cover HeraMED Limited ("the Company") and its wholly-owned subsidiaries as a
consolidated entity ("the Group"). The Company's wholly-owned subsidiaries are Hera Med Ltd ("HeraMED Israel") and
HeraMED US Inc ("HeraMED USA"). For the purposes of preparing the consolidated statements, the Company is a for-profit
entity.
The Group's registered office and principal place of business is disclosed in the Corporate Directory.
This full-year financial report was authorised for issue by the directors on 28 February 2025.
Basis of preparation of the financial report
(a) Statement of compliance
These financial statements are general purpose financial statements which have been prepared in accordance with the
Corporations Act 2001, Accounting Standards and other authoritative pronouncements issued by the Australian Accounting
Standards Board (AASB), and comply with other requirements of the law.
Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded
would result in financial statements containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards.
(b) Basis of measurement and reporting conventions including capital reorganisation
The financial statements, except for cash flow information, have been prepared on an accruals basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets
and financial liabilities. During the period, the Group voluntarily changed its presentation currency from United States Dollars
(USD) to Australian Dollars (AUD) in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and
Errors. Refer to note 3 for more information. Unless stated otherwise, all figures in this report are in the Company's presentation
currency, the Australian Dollar("$"). The amounts presented in the financial statements have been rounded off to the nearest
dollar unless stated otherwise.
(c) Going concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets and settlement of liabilities in the normal course of business. HeraMED Limited recorded
revenues of $481,227 for the year ended 31 December 2024 (31 December 2023: $606,226). The Group incurred a loss for
the full-year ended 31 December 2024 of $5,490,578 (31 December 2023: $6,775,173), net cash outflows used in operating
activities was $4,814,402 (31 December 2023: $5,712,418). As at 31 December 2024, the Group had cash and cash
equivalents of $3,128,626 (31 December 2023: $1,061,924).
Whilst the Group is expected to be cash-flow negative in the foreseeable future as a result of investments in ramping up sales
and development of new products, the ability of the Group to continue as a going concern is dependent on securing additional
funding through equity or debt or a combination of both to continue to fund its operational and technology development
activities. These conditions indicate a material uncertainty that may cast significant doubt about the Group's ability to continue
as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course
of business.
The directors believe that there are sufficient funds to continue to meet the Group's working capital requirements as at the
date of this report and that sufficient funds will be available to finance the ongoing operations of the Group for the following
reasons:
●
the Group successfully raised $7.6 million (before transaction costs) during the full year ended 31 December 2024 and
is confident in its ability to raise further capital if and when required;
●
the level of expenditure can be managed; and
●
the directors of HeraMED have reason to believe that in addition to the cash flow currently available, additional funds
from receipts are expected through the sale of the Group's products and services.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
25
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements or raise
additional capital through equity raisings and that the financial report does not include any adjustments relating to the
recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue
as a going concern and meet its debts as and when they become due and payable.
The financial report does not include any adjustments relating to the recoverability and classification of recorded asset
amounts or liabilities that might be necessary should the Group not continue as a going concern and meet its debts as and
when they become due and payable.
The directors plan to continue the Group's operations on the basis outlined above and believe there will be sufficient funds for
the Group to meet its obligations and liabilities for at least twelve months from the date of this report. Should the Group not
be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the
ordinary course of business, and at amounts that differ from those stated in the financial statements or raise additional capital
through equity raisings. The financial report does not include any adjustments relating to the recoverability and classification
of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern and meet
its debts as and when they become due and payable.
(d) Principles of consolidation
The consolidated financial statements comprise the financial statements of the Group and its wholly-owned subsidiaries as at
31 December 2024. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls
an investee if and only if the Group has:
●
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
●
Exposure, or rights, to variable returns from its involvement with the investee, and
●
The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the statement of profit or loss and other comprehensive income from
the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of
the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
●
De-recognises the assets (including goodwill) and liabilities of the subsidiary
●
De-recognises the carrying amount of any non-controlling interests
●
De-recognises the cumulative translation differences recorded in equity
●
Recognises the fair value of the consideration received
●
Recognises the fair value of any investments retained
●
Recognises any surplus or deficit in profit and loss
●
Reclassifies the parent's share of components previously recognised in OCI to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
26
(e) Financial instruments
Initial recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities are recognised when the entity becomes a party
to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified as at fair
value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are
expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Classification and subsequent measurement
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine
the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option
pricing models.
Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Gains or
losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been
impaired. An impairment exists if one or more events that have occurred since the initial recognition of the asset (an incurred
'loss event') has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can
be reliably estimated. Evidence of impairment may include indications that the debtor or a group of debtors is experiencing
significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter
bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flow expires or the asset is transferred to
another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with
the asset.
Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference
between the carrying value of the financial liability extinguished or transferred to another party and the fair value of
consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
(f) Trade receivables
Trade receivables, which generally have 0-60 day terms, are recognised and carried at original invoice amount. Collectability
of trade receivables is reviewed on an ongoing basis using an expected credit loss for assessing impairment. An impairment
provision will be recognised when there is objective evidence that HeraMED will not be able to collect the receivable. Bad
debts will be written off when identified.
(g) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the average
principle and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their existing
location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and selling expenses.
(h) Revenue recognition
Revenue is recognised based on the five-step model outlined in AASB 15 Revenue from Contracts with Customers.
The Company derives its revenue from:
●
the sale of goods; and
●
software licenses per month or per pregnancy.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
27
Revenue from sale of goods
Revenue from sale of goods in the ordinary course of business is measured at the fair value of the consideration received or
receivable. When the credit period is short and constitutes the accepted credit in the industry, the future consideration is not
discounted.
Revenue is recognised when the performance obligation is satisfied, i.e., when control of the goods has transferred, being
when the goods are shipped to the customer EXW (Ex Works). A receivable is recognised when the goods are delivered as
this is the point in time that the consideration is unconditional because only the passage of time is required before the payment
is due.
Revenue from software licenses per month or per pregnancy
Revenue derived from the software is recognised according to several models:
Per pregnancy model:
●
In cases where HeraBEAT devices are leased, there is a single performance obligation which is met once the pregnancy
is archived.
●
In cases where HeraBEAT devices are sold, there are two (2) separate performance obligations; one performance
obligation is met at the delivery of the HeraBEAT device to the client and the second performance obligation is met once
the pregnancy is archived.
Per User per Month model:
The Company provides software licenses per user per month to the customer over time and the progress of the transfer of
the service is measured in the same manner, that is, passage of time. The performance obligation in this case is met over
time and therefore, the Company allocates the user per month multiplied by the number of licenses.
Third Party Hardware:
In addition to the above, the Company offers the option to buy third party hardware devices such as blood pressure cuffs and
scales. The performance obligation in this case is met once the products are delivered to the client.
(i) Depreciation
Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount is
the cost of the asset, less its residual value.
An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required for it
to operate in the manner intended by management.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of the fixed
asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in
the assets.
The estimated useful lives for the current and comparative periods are as follows:
●
Computers and equipment - 3 years
●
Furniture and office equipment - 7 to 15 years
Depreciation of intangible assets is based on a straight-line method over the estimated useful life of the intangible assets,
estimated by the company at 6 years.
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if
appropriate.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
28
(j) Employee Benefits
Post employment benefits
The liability for severance pay is in accordance with its obligations under Israeli employment law (Section 14 of the Severance
Compensation Act, 1963). All Israel based employees are included under Section 14, and are entitled only to monthly deposits,
at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies or pension funds. Under
Israeli employment law, payments in accordance with Section 14 release the employer from any future severance payments.
The funds are made available to the employee at the time the employer-employee relationship is terminated, regardless of
the cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the statements of
financial position as the severance pay risks have been irrevocably transferred to the insurance companies or pension funds.
Short-term employee benefits
Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided or upon the actual absence of the employee when the benefit is not accumulated.
The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits
depending on when the Group expects the benefits to be wholly settled.
(k) Equity-settled compensation
The Group measures the share-based expense and the cost of equity-settled transactions with employees by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-
Scholes option valuation model which takes into account the terms and conditions upon which the instruments are granted.
(l) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured
using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
(m) Equity and reserves
Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of
shares are deducted from share capital, net of any related income tax benefits. The Share-based payment reserve records
the cost of share-based payments.
(n) Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each entity within the Group is measured using the currency of the primary economic environment
in which that entity operates. The consolidated financial statements are presented in AU dollars which is the parent's functional
currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured
at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at
fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the profit or loss.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income
to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise, the exchange difference
is recognised in profit or loss.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group's presentation
currency are translated as follows:
●
assets and liabilities are translated at year-end exchange rates prevailing at that reporting period;
●
income and expenses are translated at average exchange rates for the period; and
●
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
29
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are
recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial
position. These differences are recognised in the profit or loss in the period in which the operation is disposed of.
(o) Segment information identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of
Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The
Group's sole operating segment is consistent with the presentation of these consolidated financial statements.
(p) Share-based payments
Share-based payments are measured at the fair value of goods or services received or the fair value of the equity instruments
issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date
the goods or services are received. The fair value of options is determined using the Black-Scholes pricing model. For share-
based payments with non-market vesting conditions, the amount recognised for services received as consideration for the
equity instruments granted is based on the number of equity instruments that eventually vest.
Performance Rights
Performance rights are valued based on the nature of their vesting conditions:
Market-based vesting conditions The fair value is determined using an up-and-in trinomial model with a Parisian barrier
adjustment.
Non-market-based vesting conditions: The fair value is determined using the market price of the underlying shares at the grant
date, adjusted for the expected vesting conditions.
The expense related to performance rights is recognised on a straight-line basis over the vesting period. Upon vesting,
performance rights convert into ordinary shares. Performance rights with market-based conditions expire after a specified
period following vesting. Performance rights with non-market-based conditions have a set expiry date determined at issuance.
The accounting treatment for share-based payments, including options and performance rights, is in accordance with AASB
2 – Share-based Payment.
(q) Earnings per share
Basic earnings per share is calculated by dividing:
●
the profit attributable to member of the parent entity, 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 (if any).
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 additional ordinary shares that would have been outstanding assuming the conversion
of all dilutive potential ordinary shares.
(r) Intangible assets
Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the
Group are recognised as intangible assets when the following criteria are met:
●
it is technically feasible to complete the product so that it will be available for use;
●
management intends to complete the product and use or sell it;
●
there is an ability to use or sell the product;
●
it can be demonstrated how the product will generate probable future economic benefits;
●
adequate technical, financial and other resources to complete the development and to use or sell the product are
available, and
●
the expenditure attributable to the product during its development can be reliably measured.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
30
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for
use.
Research expenditure and development expenditure that do not meet the criteria as set out above are recognised as an
expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent
period.
Critical accounting judgements, estimates and assumptions
The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on current
trends and economic data, obtained both externally and within the Group.
Key estimates and judgements
Share-based payments
The Group initially measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires
determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant.
This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of
the share option or right, volatility and dividend yield and making assumptions about them, as well as an assessment of the
probability of achieving non-market-based vesting conditions.
The assessment of whether non-market-based vesting conditions will be met involves judgement, including consideration of
the Group’s historical performance, expected future operational and financial outcomes, and external factors that may impact
the achievement of the relevant milestones. Management reviews these assumptions regularly and adjusts the recognition of
share-based payment expenses accordingly.
The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 20.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on the
fair value less cost of disposal. The Company reviews intangible assets for impairment once a year or more frequently if events
or changes in circumstances indicate that there is impairment. An impairment loss is recognised if the recoverable amount of
the cash-generating unit to which goodwill has been allocated is lower than the carrying value of the cash- generating unit.
The Directors make estimates and judgements in preparing the financial report based on historical knowledge and best
available current information. Estimates assume a reasonable expectation of future events based and are based on current
trends and economic data, obtained both externally and within the Group.
Liability for Israel Innovation Authority grants
The Company measured its liability on governmental grants received, each period, based on discounted cash flows derived
from the Group's future anticipated revenues. The grant is repayable upon the Group commencing product commercialisation
and generating revenue from the sale of the product, with repayments being based on 3%-4.5% of each dollar of revenue. As
required by AASB 9 Financial Instruments, the liability has been recognised at fair value on initial recognition and subject to
management's estimate of the discount rate and the timing and quantity of future revenues.
At the end of each reporting period, the Company evaluates, based on its best estimate of future sales, whether it is expected
that the liability recognised, in whole or in part, will not be repaid (since the Company will not be required to pay royalties). If
it is not expected that the liability will be settled by the Group, the appropriate amount of the liability is derecognised and
recorded in profit or loss as a revaluation of research and development expenses. If the estimate of future sales indicates that
there is no such reasonable assurance, the appropriate amount of the liability that reflects expected future royalty payments
is recognised with a corresponding adjustment to financial expenses or income.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
1. Summary of material accounting policies (continued)
31
Development costs
Costs relating to the development of HeraBEAT are capitalised in accordance with AASB 138 Intangible Assets. Capitalised
costs include all direct costs associated with the development of the asset. The development asset is amortised over a 6-year
period from the capitalisation date which is determined by the useful life of the asset, ability to use or sell the asset, generation
of future benefits and the ability to measure the costs reliably and whether the costs, including payroll costs are directly
attributable to relevant projects.
2. Application of new and revised Australian Accounting Standards
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board ('AASB') that are relevant to its operations and effective for an accounting period that begins on or after 1
January 2024.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
3. Restatement of comparatives
Change in presentation currency
During the period, the Group voluntarily changed both its presentation currency from United States Dollars (USD) to Australian
Dollars (AUD) in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. This financial
report for the period ended 31 December 2024 is the second financial report with results presented in AU dollars. All
comparative financial information for the 31 December 2023 consolidated financial report, previously reported in United States
dollars and the consolidated statement of financial position at the beginning of the comparative period, has been amended
into AU dollars using the procedures outlined below:
●
The consolidated statement of profit or loss and other comprehensive income and consolidate statement of cash flows
have been translated to AU dollars using average exchange rates for the period, being AUD/USD exchange rate of
0.6646 for the comparative period ended 31 December 2023;
●
Assets and liabilities in the consolidated statement of financial position have been translated to AU dollars using the
exchange rates as at the relevant balance dates being AUD/USD exchange rate of 0.6826 and 0.6766 as at 31 December
2023 and 1 January 2023 respectively;
●
The equity section of the consolidated statement of financial position has been translated into AU dollars using historical
exchange rates; and
●
All disclosures, including earnings per share disclosures have also been amended to AU dollars.
As a result of the change in presentation currency, the foreign currency translation reserve went from USD 92,650 to AUD
95,565 at 1 January 2023.
4. Revenue
2024
2023
(restated)
$
$
Major products/service lines
Revenue from sale of goods
139,296
5,785
Revenue from software
225,032
600,441
364,328
606,226
Revenue recognition
At a point in time
139,296
5,785
Over time
225,032
600,441
364,328
606,226
Geographical information
The Group's revenue from external customers by geographical location are detailed below:
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
4. Revenue (continued)
32
2024
2023
(restated)
$
$
United States of America
327,168
300,678
Australia
37,160
280,157
Israel
-
25,391
364,328
606,226
Information about major customers
Included in revenues are revenues of approximately $274,408 (2023: $540,704) which arose from sales to the Group's largest
customer. No other single customer contributed 10 percent or more to the Group's revenue in either 2024 or 2023.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
33
5. Expenses
2024
2023
(restated)
$
$
Loss before income tax includes the following specific expenses:
Research and development expenses
- Payroll and related expenses
678,899
1,002,366
- Professional services
621,732
1,059,841
- Other expenses
35,142
52,916
Total research and development expenses
1,335,773
2,115,123
General and administrative expenses
- Payroll and related expenses
837,880
772,921
- Non-executive directors' remuneration
104,212
272,211
- Professional services
1,240,630
1,087,608
- Compliance expenses
93,715
108,073
- Insurances
88,428
87,752
- Rent expenses
29,011
49,233
- Other expenses
151,550
147,521
Total general and administrative expenses
2,545,426
2,525,319
Selling and marketing expenses
- Payroll and related expenses
407,201
516,084
- Professional services
455,360
1,074,924
- Other expenses
359,865
102,086
Total selling and marketing expenses
1,222,426
1,693,094
Depreciation and amortisation expenses
- Depreciation of plant and equipment (note 13)
40,132
77,137
- Amortisation of intangible assets (note 14)
286,113
586,529
Total depreciation and amortisation expenses
326,245
663,666
Finance expenses/(income)
- Interest expenses and bank fees
1,195
12,535
- Foreign exchange losses
-
122,339
- Costs relating to issue of convertible notes
47,099
-
- Revaluation of IIA loan and interest income
(9,129)
(28,977)
Total finance expenses/(income)
39,165
105,897
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
34
6. Income tax
The financial statements for the year ended 31 December 2024 comprise the results of HeraMED Limited, HeraMED Israel
and HeraMED USA. The legal parent is incorporated and domiciled in Australia where the applicable tax rate is 25% (2023:
25%). The applicable tax rate in Israel is 23% (2023: 23%) and 21% in USA (2023: 21%).
(a) Income tax expense
2024
2023
(restated)
$
$
Current liabilities
Current tax
-
-
Deferred tax
-
-
-
-
(b) The income tax expense for the year can be reconciled to the accounting loss as follows:
2024
2023
(restated)
$
$
Loss for the year before tax
(5,490,578)
(6,775,173)
Prima facie income tax (benefit) at domestic tax rate
(1,372,644)
(1,693,793)
Effect of different tax rate of group entities operating in a different jurisdiction
166,040
157,558
Effect of expenses that are not deductible in determining taxable income
(6,435)
111,252
Effect of unused tax losses not recognised as deferred tax assets
1,213,039
1,424,982
Tax losses
Unused tax losses for which no deferred tax asset has been recognised will be subject to the Company or its subsidiaries as
the case maybe satisfying the requirements imposed by regulatory taxation authorities. The benefits of deferred tax assets
will only be recognised if:
●
Future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
●
The conditions for deductibility imposed by tax legislation continue to be complied with; and
●
No changes in tax legislation adversely affect the Company in realising the benefit.
7. Related party transactions
(a) Key Management Personnel Compensation
The remuneration of directors and other members of key management personnel during the year was as follows:
Note
2024
2023
(restated)
$
$
Short-term salary and fees
399,165
1,075,118
Social and other benefits
171,963
105,859
Share based payments
20
319,680
40,502
890,808
1,221,479
Refer to note 20 for options and performance rights issued to KMP in the period.
(b) Loans from key management personnel (KMP) and their related parties
Details of loans made to the Group by directors and key management or their related parties are set out below:
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
7. Related party transactions (continued)
35
2024
Balance at
the start of
the year
Interest
payable for
the year and
foreign
exchange
rate
valuation
Repayments
made during
the year
Converted to
equity during
the year
Foreign
Currency
Movement
Balance at
the end of
the year
$
$
$
$
$
$
Meytar (Digital) Engineering Ltd
260,550
13,619
(205,176)
-
13,096
82,089
2023
Balance at
the start of
the year
Interest
payable for
the year and
foreign
exchange
rate
valuation
Repayments
made during
the year
Converted to
equity during
the year
Foreign
Currency
Movement
Balance at
the end of
the year
$
$
$
$
$
$
Meytar (Digital) Engineering Ltd
263,304
(2,754)
-
-
-
272,070
Meytar (Digital) Engineering Ltd (Meytar) is a company controlled by Messrs Groberman and Slonim (former directors of the
HeraMED Limited). The loan bears interest which for the year was an average of 2.9%. Interest expense during the year was
$4,963 (2023: $4,468)
Terms of the loan agreement between the Company and Meytar disclosed in note 16.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
8. Auditor's remuneration
During the year, the following fees were paid or payable for services provided by the auditor of the parent entity, its related
practices and non-related audit firms:
2024
2023
(restated)
$
$
Auditor remuneration
Auditing and reviewing the financial reports (BDO) - Australia
72,781
53,611
Auditing and reviewing the financial reports (BDO) - Israel
77,506
81,941
Auditing and reviewing the financial reports (BDO) - USA
-
12,359
150,287
147,911
Non-audit remuneration
Taxation services (BDO) - Australia
-
10,349
Taxation services (BDO) - Israel
-
11,220
-
21,569
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
36
9. Loss per share
2024
2023
(restated)
$
$
Loss after income tax attributable to the owners of HeraMED Limited
(5,490,578)
(6,775,173)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
531,720,017
260,462,332
Weighted average number of ordinary shares used in calculating diluted earnings per share
531,720,017
260,462,332
Cents
Cents
Basic earnings per share
(1.03)
(2.60)
Diluted earnings per share
(1.03)
(2.60)
10. Cash and cash equivalents
2024
2023
(restated)
$
$
Current assets
Cash at bank
3,128,626
1,061,924
(a) Cash and cash equivalents
The Group's exposure to the risks associated with cash are disclosed in note 22.
(b) Reconciliation of loss after income tax to net cash flows from operating activities
2024
2023
(restated)
$
$
Loss for the year
(5,490,578)
(6,775,173)
Non-cash flows in loss after income tax
Adjustments for:
Share based payments expense
357,024
36,109
Depreciation and amortisation
326,245
663,666
Change in Israel Innovation Authority grants
(74,178)
(6,710)
Interest and foreign exchange revaluation of borrowings
(9,129)
(429)
Other finance costs and exchange differences
97,664
272,342
697,626
964,978
Changes in assets and liabilities
Decrease/ (increase) in trade and other receivables
293,401
(130,103)
Decrease/ (increase) in inventory
(13,371)
(149,342)
Increase/ (decrease) in deferred revenue, trade and other payables
(301,480)
377,222
(21,450)
97,777
Cash flow (used in) operating activities
(4,814,402)
(5,712,418)
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
37
11. Other receivables
2024
2023
(restated)
$
$
Current assets
Other receivables
90,718
119,469
Prepaid expenses
48,000
132,384
Deposits
37,175
43,106
Advances to suppliers
-
391
175,893
295,350
All amounts are short-term. The net carrying value of trade and other receivables is considered a reasonable approximation
of fair value. The Group's exposure to the risks associated with trade and other receivables are disclosed in note 22.
12. Inventories
2024
2023
(restated)
$
$
Current assets
Inventory - at cost
374,835
361,464
13. Property, plant and equipment
2024
2023
(restated)
$
$
Non-current assets
Cost
211,917
199,490
Less: Accumulated depreciation
(174,238)
(123,119)
Net carrying amount
37,679
76,371
37,679
76,371
14. Intangible assets
2024
2023
(restated)
$
$
Non-current assets
Intangible assets
732,876
949,897
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
14. Intangible assets (continued)
38
Development
costs
Cost
$
Balance at 1 January 2023
3,427,013
Additions
-
Balance at 31 December 2023
3,427,013
Balance at 1 January 2024
3,427,013
Additions
-
Balance at 31 December 2024
3,427,013
Accumulated amortisation
Development
costs
$
Balance at 1 January 2023
(1,906,081)
Amortisation expense
(586,529)
FX translation
15,493
Balance at 31 December 2023
(2,477,117)
Balance at 1 January 2024
(2,477,117)
Amortisation expense
(286,113)
FX translation
69,093
Balance at 31 December 2024
(2,694,137)
(1) The Company capitalised development costs that are attributed to the HeraBEAT product and to HeraCARE.
(2) The Company has assessed the relevant impairment indicators for development costs and has not identified any indicators
of impairment to the Company's intangibles in the current full-year. The Company has concluded that the carrying value of the
intangibles at 31 December 2024 is recoverable.
15. Trade and other payables
2024
2023
(restated)
$
$
Current liabilities
Trade payables
303,906
363,408
Employees' salary and related liabilities
137,239
228,806
Accrued expenses
220,729
167,375
661,874
759,589
All amounts are short-term. The carrying values of trade payables and other payables are considered to approximate fair
value. The Group's exposure to the risks associated with trade and other payables are disclosed in note 22.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
39
16. Borrowings
2024
2023
(restated)
$
$
Current liabilities
Loan from related party (i)
82,089
260,550
(i) This represents a loan from Meytar (Digital) Engineering Ltd ("Meytar"), a company controlled by David Groberman and Tal
Slonim (former directors of HeraMED Limited). In May 2024, Meytar agreed to amend the terms of the loan. The new terms
are as following:
●
The total amount of the debt inclusive of accrued interest, as described in the Company's last financial report, stood at
AUD $260,550 as of 31 December 31 2023;
●
An upfront payment of 20% of the total debt amounting to $52,110 AUD was made within three (3) business days of
signing the updated agreement;
●
The remaining 80% of the debt, totalling $208,440 AUD, shall be repaid in ten (10) equal monthly instalments of $20,844
AUD plus interest, with the final payment due in March 2025; and
●
If the Company raises capital exceeding AUD $2.5 million in the second half of 2024, full repayment of the remaining
debt is due.
●
The remaining debt was fully settled on 2 January 2025.
Refer to note 22 for further information on financial instruments.
17. Other financial liabilities
2024
2023
(restated)
$
$
Current liabilities
Liability for Israel Innovation Authority Grants
74,918
46,168
Non-current liabilities
Liability for Israel Innovation Authority Grants
658,956
761,884
733,874
808,052
HeraMED Israel received funding from the Israeli Innovation Authority ("IIA") for its participation in research and development
costs, based on budgets approved by the IIA and subject to the fulfillment of specified milestones. HeraMED Israel is required
to pay royalties to the IIA on proceeds from the sale of products in which the grants provided by the IIA contributed to the
research and development. According to the funding terms, royalties between 3% and 4.5% are payable on sales of developed
products funded, up to 100% of the grant received by HeraMED Israel, linked to the US dollar and bearing libor interest rates.
In the case of failure of a financed project, HeraMED Israel is not obligated to pay any such royalties to the IIA nor repay any
grant monies received for that project.
HeraMED Israel received grants prior to 1 January 2020, amounting to AUD $1,641,031 relating to two different products.
There were no additional grants received in the full year to 31 December 2024 or in the 2023 financial year.
As at 31 December 2024, the WACC rate used by HeraMED Israel for the liability was 20% (2023: 20%).
The liability balance recognised by HeraMED Israel is based on the grant amount of AUD $1,308,980 and on HMD's future
revenue estimates which are performed at the end of each reporting period.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
40
18. Issued capital
(a) Fully paid ordinary shares
2024
2023
2024
2023
Shares
Shares
$
$
Opening Balance
321,264,191
242,657,048
34,156,340
31,040,171
Issue of shares (i)
-
36,857,143
-
2,580,000
Issue of shares (ii)
-
41,750,000
-
835,000
Issue of shares (iii)
11,235,627
-
224,712
-
Issue of shares (iv)
20,750,000
-
415,000
-
Issue of shares (v)
35,000,000
-
350,000
-
Issue of shares (vi)
5,000,000
-
50,000
-
Issue of shares (vii)
5,000,000
-
50,000
-
Issue of shares (viii)
235,000,000
-
2,350,000
-
Issue of shares (ix)
154,312,471
-
2,623,312
-
Issue of shares (x)
28,040,453
-
476,688
-
Issue of shares (xi)
60,000,000
-
1,020,000
-
Share issue costs
-
-
(2,782,876)
(298,831)
875,602,742
321,264,191
38,933,176
34,156,340
(i) Issue of shares on 20 July 2023 at A$0.07 per share pursuant to a Placement.
(ii) Issue of shares on 22 December 2023 at A$0.02 per share pursuant to a Placement.
(iii) Issue of shares on 28 February 2024 at A$0.02 per share pursuant to a rights issue.
(iv) Issue of shares on 1 March 2024 at A$0.02 per share pursuant to a Placement, approved by shareholders at general
meeting on 23 February 2024.
(v) Issue of shares on 10 May 2024 at A$0.01 per share pursuant to a Placement.
(vi) Issue of shares on 24 May 2024 for short-term loan.
(vii) Issue of shares on 26 June 2024 at A$0.01 per share following the conversion of related party loan of $50,000.
(viii) Issue of shares on 26 June 2024 at A$0.01 per share following the conversion of 2,350,000 convertible notes.
(ix) Issue of shares on 29 October 2024 at $0.02 per share pursuant to a Placement.
(x) Issue of shares on 24 December 2024 at $0.02 per share pursuant to a Placement, approved by shareholders at general
meeting on 19 December 2024.
(xi) Issue of shares on 24 December 2024 at $0.02 per share pursuant to a Placement, approved by shareholders at a general
meeting on 19 December 2024.
(b) Capital management
Due to the nature of the Group's activities, the Group does not have ready access to credit facilities, with the primary source
of funding being equity raisings. Therefore, the focus of the Group's capital risk management is the current working capital
position against the requirements of the Group to meet research and development programs, sales and marketing plans and
corporate overheads. The Group's strategy is to ensure appropriate liquidity is maintained to meet anticipated operating
requirements, with a view to initiating appropriate capital raisings as required. Any surplus funds are deposited with major
financial institutions.
19. Reserves
(a) Share-based payment reserve
2024
2023
(restated)
$
$
189,568,587 (2023: 94,115,505) options on issue
9,611,482
7,003,571
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
19. Reserves (continued)
41
Movement in share-based payment reserve
2024
$
Opening balance at 1 January 2024
7,003,571
Issue options under employee incentive scheme
15,741
Issue of broker options
note 20
2,250,887
Issue options to management and advisors
note 20
341,283
Closing balance at 31 December 2024
9,611,482
(b) Foreign exchange reserve
2024
2023
(restated)
$
$
Closing balance
365,850
174,942
The foreign currency translation reserve records exchange differences arising on translation from function currency to
presentation currency. Refer to note 3 for more details on the impact of the change in functional currency from USD to AUD.
(c) Predecessor accounting reserve
2024
2023
(restated)
$
$
Closing balance
190,792
190,792
The reserve arises from the capital reorganisation and records the net liabilities of HeraMED Limited as at the acquisition date
of 10 December 2018.
20. Share-based payments
The vesting charge taken to the profit and loss in-respect of options and performance shares for the year was $357,024.
Details of the fair value assumptions underpinning these share-based payment arrangements are disclosed in previous years'
financial reports of the Company and options issued during the period ending 31 December 2024 are outlined in the table
below.
Grant date
Assumed expiry
date
Share price
at grant
date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
$
$
%
%
%
$
23/01/2024 (i)
23/01/2027
0.021
0.023
105%
-
3.80%
0.014
11/03/2024 (ii)
11/03/2027
0.020
0.045
112%
-
3.71%
0.011
26/06/2024 (iii)
26/06/2027
0.025
0.010
115%
-
4.10%
0.021
20/06/2024 (iv)
26/06/2028
0.025
0.020
115%
-
3.91%
0.020
24/12/2024 (v)
24/12/2028
0.020
0.020
115%
-
3.90%
0.014
The fair value of options issued during the period has been determined using the Black-Scholes pricing model. The valuation
model inputs used to determine the fair value at the grant date are as follows:
(i) The issue of 750,000 Options exercisable at A$0.023 on or before 23 January 2027 pursuant to an employee incentive
scheme. The options vest over 24 months.
(ii) The issue of 15,000,000 Options exercisable at A$0.045 on or before 11 March 2027 to corporate advisors for acting as
lead manager to the placement ("Broker Options"). The options vested immediately upon grant. The transaction has been
accounted for as share issue costs and recognised within equity (note 18).
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
20. Share-based payments (continued)
42
(iii) The issue of 67,500,000 Options exercisable at A$0.01 on or before 26 June 2027 to corporate advisors for acting as the
lead manager to the placement ("Broker Options"). The options vested immediately upon grant. The transaction has been
accounted for as share issue costs and recognised within equity (note 18).
(iv) The issue of 15,500,000 Options exercisable at A$0.02 on or before 26 June 2028 to Directors and management. The
options vested immediately upon grant.
1,500,000 Options were issued to advisors. 50% of the Options to be issued to are be subject to vesting condition which
requires the service provider to continue to be engaged by the Company for 3 months from the issue date and are subject to
a 12 month escrow period commencing on the issue date of the Management and Advisor Options.
(v) The issue of 50,000,000 Options exercisable at A$0.02 on or before 24 December 2028 to corporate advisors for acting
as the lead manager to the placement ("Broker Options"). The options vested immediately upon grant. The transaction has
been accounted for as share issue costs and recognised within equity (note 18).
On 1 May 2024, 7,500,000 options that had been issued to Dr Ron Weinberger lapsed upon his resignation as a Director.
The issue of a total of 15,800,000 performance rights with the following terms:
Tranche
Number of
Performance
Rights
Vesting hurdle
Expiry Date - Exercise no later
than
1
2,633,860
Share price of 100% premium to
share price at date of issue within 12
months of issue
18 months from vesting
2
2,633,860
Share price of 200% premium to
share price at date of issue within 24
months of issue
18 months from vesting
3
2,632,280
Share price of 300% premium to
share price at date of issue within 5
years of issue
18 months from vesting
4
2,633,860
7,500 paid mums (accumulated) on
HeraCARE platform by 30 June
2026
31 December 2027
5
2,633,860
11,500 paid mums (accumulated) on
HeraCARE platform by 30 June
2026
31 December 2027
6
2,632,280
23,000 paid mums (accumulated) on
HeraCARE platform by 30 June
2027
31 December 2028
Tranches 1-3 include market based vesting criteria. The fair value of the performance rights have been calculated using an
up-and-in trinomial model with a Parisian barrier adjustment. The valuation model inputs used to determine the fair value at
the grant date are as follows:
Grant Date
Underlying
spot price
Exercise
Price
Effective
life of the
rights
VWAP
Barrier
Adjusted
VWAP
Barrier
Risk free
rate
Dividend
Yield
Volatility
19/12/2024 $0.021
nil
1.00
$0.042
$0.060
3.97%
-
110%
19/12/2024 $0.021
nil
2.00
$0.063
$0.091
3.97%
-
110%
19/12/2024 $0.021
nil
3.00
$0.084
$0.121
4.035%
-
110%
The fair value of the performance rights in tranche 4-6 have been calculated based on the market price of the underlying
shares at the grant date ($0.021), adjusted for the expected vesting conditions. Management have assessed the likelihood of
tranches 4-6 vesting as 100%.
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
43
21. Operating segments
Segment information
Identification of reportable segments
The Group identifies its operating segments based on the internal reports that are reviewed and used by the Board of Directors
(the chief operating decision makers) in assessing performance and in determining the allocation of resources. The Group's
has determined to have one sole operating segment that is consistent with the presentation of these consolidated financial
statements.
22. Financial instruments
(a) Capital management
The Group's objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue
to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Given the nature of the business, the Group monitors capital on the basis of current business operations and cash flow
requirements. There were no changes in the Group's approach to capital management during the year.
(b) Categories of financial instruments
2024
2023
(restated)
$
$
Financial assets
Cash and cash equivalents
3,128,626
1,061,924
Trade receivables
34,287
208,231
Other receivables
175,893
295,350
3,338,806
1,565,505
Financial liabilities
Trade and other payables
661,874
759,589
Borrowings
82,089
260,550
Other financial liabilities
74,918
46,168
818,881
1,066,307
The fair value of the above financial instruments approximates their carrying values.
(c) Financial risk management policies
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of those risks is presented throughout these financial statements.
The board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group's finance function. The Group's risk management policies
and objectives are therefore designed to minimise the potential impacts of those risks on the Group where such impacts may
be material. The board receives financial reports through which it reviews the effectiveness of the processes put in place and
the appropriateness of the objectives and policies it sets. The overall objective of the board is to set policies that seek to
reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility.
(d) Market risk
Market risk for the Group arises from the use of interest-bearing financial instruments. It is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in interest rate (see (e) below).
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
22. Financial instruments (continued)
44
(e) Interest rate risk management
The following table illustrates sensitivities to the Group's exposures to changes in interest rates. The table indicates the impact
on how profit and equity values reported at reporting date would have been affected by changes in the relevant risk variable
that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable
is independent of other variables.
Movement in
Profit
Movement in
Equity
$
$
Year ended 31 December 2024
+/-1% in interest rates
30,465
30,465
Year ended 31 December 2023
+/-1% in interest rates
8,014
8,014
(f) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of dealing with creditworthy counterparties and obtaining sufficient collateral, where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are
rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where
available and, if not available, the Group uses other publicly available information and its own trading records to rate its major
customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate
value of transactions concluded is spread amongst approved counterparties.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international
credit-rating agencies.
(g) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group'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 Group's reputation.
The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecasts and actual cash
flows.
The following are the contractual maturities of financial liabilities as of 31 December:
Interest
rate
Less than 6
months
6-12
months
1-5 years
Overs
years
Total
contractual
cash flows
Carrying
amount
31 December 2024
%
$
$
$
$
$
$
Trade and other payables
-
661,874
-
-
-
661,874
661,874
Borrowings
2.90%
82,089
-
-
-
82,089
82,089
Other financial liabilities
-
-
74,918
658,956
-
733,874
733,874
743,963
74,918
658,956
-
1,477,837
1,477,837
31 December 2023
Trade and other payables
-
759,590
-
-
-
759,590
759,590
Borrowings
2.90%
130,276
130,274
-
-
260,550
260,550
Other financial liabilities
-
-
46,167
761,884
-
808,051
808,051
889,866
176,441
761,884
-
1,828,191
1,828,191
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
22. Financial instruments (continued)
45
(h) Net fair value of financial assets and liabilities
Fair value estimation
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which
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 below:
●
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 in 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.
Due to the short-term nature of the receivables and payables, the carrying value approximates fair value.
A summary of significant unobservable inputs (Level 3 inputs) used in measuring other financial liability are as follows:
Other financial liability
2024
2023
(restated)
$
$
Principal amount
1,308,980
1,186,391
Discount rate (%)
20
20
Fair value
733,874
808,051
The Company performed a sensitivity analysis of the financial liability which are classified as level 3 financial instruments. The
Company recalculated the fair value of the financial liability by applying a+/- 5% changes to the discount rate used. As of 31
December 2024, a 5% increase in the discount rate would decrease the fair value of the financial liability to $640,772; a 5%
decrease in the discount rate would increase the fair value of the financial liability to $839,328.
(ii) Foreign currency risk
The currency risk is that risk that the value of financial instruments will fluctuate due to change in foreign exchange rates.
Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency
that is not the Company's functional currency. The Company is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the US Dollar (the functional currency of the subsidiary company), the New Israeli Shekel
and the Australian Dollar (functional currency of the parent company and the presentation currency of the Group).
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
46
23. Parent entity information
The following information of the legal parent HeraMED Limited has been prepared in accordance with Australian Accounting
Standards and the accounting policies as outlined in Note 1.
(a) Financial Position of HeraMED Limited
2024
2023
(restated)
$
$
ASSETS
Current assets
3,187,523
976,048
Non-current assets
25,698
60,063
TOTAL ASSETS
3,213,220
1,036,110
LIABILITIES
Current liabilities
456,405
328,748
Non-current liabilities
-
-
TOTAL LIABILITIES
456,405
328,748
NET ASSETS
2,756,816
707,362
SHAREHOLDERS' EQUITY
Issued capital
33,813,912
27,310,421
Reserves
8,412,691
5,922,095
Accumulated losses
39,469,788
32,525,154
SHAREHOLDERS' EQUITY
2,756,816
707,362
(b) Statement of profit or loss and other comprehensive income
2024
2023
(restated)
$
$
Loss for the year
5,424,962
5,024,497
Other comprehensive income
-
-
Total comprehensive loss
5,424,962
5,024,497
(c) Guarantees entered into by HeraMED Limited in relation to the debts of its subsidiaries
There are no guarantees entered into by HeraMED Limited.
(d) Contingent liabilities of HeraMED Limited
There were no contingent liabilities as at 31 December 2024 (2023:nil).
(e) Commitments by HeraMED Limited
There were no commitments as at 31 December 2024 (2023: nil)
24. Controlled entities
The ultimate legal parent entity of the Group is HeraMED Limited, incorporated and domiciled in Australia. The consolidated
financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policies described in Note 1.
Controlled entities
Country of incorporation
Percentage
Owned
Percentage
Owned
2024
2023
Hera Med Ltd
Israel
100%
100%
HeraMED US Inc.
U.S.A
100%
100%
For personal use only
HeraMED Limited
Notes to the consolidated financial statements
31 December 2024
47
25. Commitments
The Group has no known commitments as at 31 December 2024.
26. Contingencies
The Company is a party to a number of agreements with Mayo Clinic. Subject to Mayo Clinic's achieving milestones with such
agreements, the Company is to issue securities and/or pay royalties.
The Group has no other known contingencies as at 31 December 2024.
27. Events after the reporting period
No matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
28. Approval of financial statements
The financial statements were approved by the board of directors and authorised for issue on 28 February 2025.
The directors are unaware of any other significant event or circumstance that has arisen since 31 December 2024 that has
significantly affected the Group's operations, results or state of affairs, or may do so in future years other than those disclosed
above.
For personal use only
HeraMED Limited
Consolidated entity disclosure statement
As at 31 December 2024
48
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
HeraMED Limited
Body corporate
Australia
-
Australia
HeraMED Ltd
Body corporate
Israel
100.00% Israel
HeraMED US Inc.
Body corporate
U.S.A
100.00% United States
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the Consolidated Entity as at the end of the financial year in accordance
with AASB 10 Consolidated Financial Statements.
Determining of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted,
and which could give rise to a different conclusion on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been compiled with (see section 295(3A)(vii) of the Corporations Act
2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group.
For personal use only
HeraMED Limited
Directors' declaration
31 December 2024
49
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
31 December 2024 and of its performance for the financial year ended on that date;
●
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 information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Tim Chapman
Chairman
28 February 2025
For personal use only
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
INDEPENDENT AUDITOR'S REPORT
To the members of HeraMED Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of HeraMED Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 31 December 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the financial report, including material accounting policy information, the consolidated
entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1(c) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
For personal use only
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. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Accounting for Share-based Payments
Key audit matter
How the matter was addressed in our audit
During the year, HeraMED Limited issued equity
instruments to brokers, key management personnel
and employees. These instruments constitute share-
based payments in accordance with AASB 2 Share
Based Payments and accordingly are required to be
recognised at their fair value and expensed over the
respective vesting (performance) period.
In addition, arrangements from prior financial periods
continue to vest and impact the current period
financial statements.
We have identified share-based payments as a key
audit matter due to the judgement involved in
determining the fair value of equity instruments.
Refer to Note 1 and Note 20 for the Group’s
accounting policy and disclosures relating to share-
based payments.
Our audit procedures in this area included, but were
limited to:
•
Reviewing the relevant agreements to obtain an
understanding of the contractual nature and
terms and conditions of the share-based payment
arrangements;
•
Reviewing management’s determination of the
fair value of the share-based payments granted,
considering the appropriateness of the valuation
models used and assess the valuation inputs;
•
Engaging our valuation specialists to assess the
reasonableness of management’s valuation inputs
and model used;
•
Verifying the share-based payment expense has
been recognised appropriately over the relevant
vesting period;
•
Considering whether options issued to brokers
were appropriately accounted for as capital
raising costs within equity; and
•
Reviewing the adequacy of the financial report
disclosures, including the Remuneration Report
and related party disclosures.
For personal use only
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 31 December 2024, but does not include
the financial report and the 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:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group 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 Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
For personal use only
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_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 13 to 18 of the directors’ report for the
year ended 31 December 2024.
In our opinion, the Remuneration Report of HeraMED Limited, for the year ended 31 December 2024,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Jackson Wheeler
Director
Perth, 28 February 2025
For personal use only
HeraMED Limited
Shareholder information
31 December 2024
54
The shareholder information set out below was applicable as at 17 February 2025.
As at 17 February 2025, there were 1,254 holders of fully paid ordinary shares.
Voting rights
The voting rights attached to ordinary shares are as follows:
Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each member
of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided
by a show of hands unless a poll is demanded. On a show of hands, each eligible voter present has one vote. However, where
a person present at a general meeting represents personally or by proxy, attorney or representation more than one member,
on a show of hands the person is entitled to one vote only despite the number of members the person represents.
On a poll each eligible member has one vote for each fully paid share held.
There are no voting rights attached to any of the options and deferred securities that the Company currently has on issue.
Upon exercise of the options, the shares issued will have the same voting rights as existing ordinary shares.
Annual general meeting
The Annual General Meeting is scheduled to be held in May 2025.
Twenty (20) largest shareholders
The names of the twenty largest security holders of quoted equity securities are listed below:
Fully paid ordinary shares
Holder name
Holding
% IC
Melbourne Securities
38,750,000
4.43
Kyriaco Barber Pty Ltd
24,567,176
2.81
J P Morgan Nominees Australia
24,127,455
2.76
Ratdog Pty Ltd
23,200,000
2.65
Mr Christopher James Weed
21,382,353
2.44
ML Carr Pty Ltd
20,000,000
2.28
BNP Paribas Noms
19,201,587
2.19
Hunt Prosperity Pty Ltd
16,411,764
1.87
Always Holdings Pty Ltd
16,379,516
1.87
Boutique Capital Pty Ltd
14,000,000
1.60
Citicorp Nominees Pty Ltd
13,480,933
1.54
Ascension Growth (WA)
12,000,000
1.37
Mr Paul Gregory Brown
11,000,000
1.26
Charlton WA Pty Ltd
11,000,000
1.26
S & S Browne Assets Pty Ltd
10,537,792
1.20
Ripperday Pty Ltd
10,457,496
1.19
Kelverley Pty Ltd
10,000,000
1.14
Altshuler Shaham Trusts Ltd
9,709,170
1.11
Altshuler Shaham Trusts Ltd
9,709,170
1.11
Freeman Road Pty Ltd
9,466,690
1.08
Total
325,381,102
37.16
Substantial shareholders
Holders with more than 5% - NIL
Distribution of shareholders
Fully paid ordinary shares
For personal use only
HeraMED Limited
Shareholder information
31 December 2024
55
Holding ranges
Holders
Total units
% of issued capital
1 - 1,000
28
3,906
0.00
1,001 - 5,000
208
684,159
0.08
5,001 - 10,000
166
1,350,106
0.15
10,001 - 100,000
440
19,503,288
2.23
100,001 - 9,999,999,999
412
854,061,283
97.54
Totals
1,254
875,602,742
100.00%
Unmarketable Parcels - 24 Holders with a total of 553 shares, based on the trading price of $1.00 on 17 February 2025.
Restricted securities
As at 17 February 2025, the Company did not have any restricted securities on issue.
Quoted securities
As at 17 February 2025, the Company did not have any restricted securities on issue.
Unquoted securities
As at 17 February 2025, the following unquoted securities were on issue:
Unlisted options expiring 9 August 2027 @ $0.15 - 1 holder
Holders with more than 20%
Holder Name
Holding
% of issued capital
Michal Vasiliver
250,000
100.00
Unlisted options expiring 27 January 2027 @ $0.15 - 1 holder
Holders with more than 20%
Holder Name
Holding
% of issued capital
Keith Koby
350,000
100.00
Unlisted options expiring 28 July 2027 @ $0.1358 - 1 holder
Holders with more than 20%
Holder Name
Holding
% of issued capital
Anoushka Gungadin
850,000
100.00
Unlisted options expiring 23 January 2027 @ $0.023 - 1 holder
Holders with more than 20%
Holder Name
Holding
% of issued capital
Keith Koby
750,000
100.00
Unlisted options expiring 11 March 2027 @ $0.045 - 4 holders
Holders with more than 20%
Holder Name
Holding
% of issued capital
Slam Consulting Pty Ltd
4,500,000
30.00
Loxton Resources Pty Ltd
4,500,000
30.00
Inverness Capital Pty Ltd - Match Partners Invest A/C
4,500,000
30.00
Unlisted options expiring 26 June 2027 @ $0.01 - 34 holders
Holders with more than 20%
Holder Name
Holding
% of issued capital
Astrid Hill Pty Ltd
15,000,000
22.22
For personal use only
HeraMED Limited
Shareholder information
31 December 2024
56
Unlisted options expiring 26 June 2028 @ $0.02 - 5 holders
Holders with more than 20%
Holder Name
Holding
% of issued capital
Anoushka Gungadin
5,000,000
29.41
Inverness Capital Pty Ltd - Match Partners Invest A/C
5,000,000
29.41
Unlisted options expiring 24 December 2028 @ $0.02 - 1 holder
Holders with more than 20%
Holder Name
Holding
% of issued capital
Mintaka Nominees Pty Ltd
50,000,000
100.00
Unlisted options expiring 20 July 2026 @ $0.12 - 79 holders
Holders with more than 20% - NIL
Unlisted options expiring 2 June 2025 @ A$0.20 - 12 holders
Holders with more than 20% - NIL
On-market buy back
There is currently no on-market buyback program.
ASX LISTING RULE 4.10.19
The Company has used its cash and assets in a form readily convertible to cash that it had at the time of listing of the
Company's securities to quotation in a way consistent with its business objectives.
For personal use only