ACN 610 205 402
NEUROTECH INTERNATIONAL LIMITED
ANNUAL REPORT - 30 JUNE 2020
CONTENTS
CORPORATE DIRECTORY
DIRECTORS’ REPORT
CORPORATE GOVERNANCE
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
ASX ADDITIONAL INFORMATION
PAGE
3
4
21
22
23
24
25
27
28
58
59
63
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 2
CORPORATE DIRECTORY
DIRECTORS
Mark Davies (Chairman)
Peter Griffiths (Chief Executive Officer/Managing Director)
Winton Willesee (Non-Executive Director)
David Cantor (Non-Executive Director)
COMPANY SECRETARY
Erlyn Dale
REGISTERED AND PRINCIPAL OFFICE
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
Telephone:
Website:
Email:
(08) 9389 3130
www.neurotechinternational.com
info@neurotechinternational.com
AUDITORS
SHARE REGISTRY
HOME EXCHANGE
SOLICITORS
BANKERS
BDO Audit (WA) Pty Ltd
38 Station Street
SUBIACO WA 6008
Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone:
(08) 9324 2099
Australian Securities Exchange Ltd
Exchange Plaza
2 The Esplanade
PERTH WA 6000
ASX Code: NTI and NTIO
Jackson McDonald
Level 17
225 St Georges Terrace
PERTH WA 6000
St George Bank
Level 2, Westralia Plaza
167 St Georges Terrace
PERTH WA 6000
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 3
DIRECTORS’ REPORT
The Directors present their report together with the financial report of Neurotech International Limited and its
controlled entities (Group) for the financial year ended 30 June 2020 and the Auditor’s Report thereon.
BOARD OF DIRECTORS
The names and details of the Directors in office during the financial period and until the date of this report are set out
below.
Mark Davies
(Chairman)
Peter Griffiths
(Chief Executive Officer and Managing Director)
Winton Willesee
(Non-Executive Director)
David Cantor
(Non-Executive Director)
PRINCIPAL ACTIVITIES
Neurotech International Limited is a medical device and solutions company whose primary mission is to improve the
lives of people with neurological conditions.
Through its Mente device and its associated platform, and more recently via its rights to a series of strains of cannabis,
Neurotech is focused on facilitating the development of technological and other solutions for the screening and
treatment of neurological disorders including autism, epilepsy and ADHD.
DIVIDENDS PAID OR RECOMMENDED
The Directors of the Company do not recommend the payment of a dividend in respect of the current financial year
ended 30 June 2020 (2019: Nil).
OPERATING RESULTS
The consolidated Group’s net loss after providing for income tax for the year ended 30 June 2020 amounted to
$1,713,439 (30 June 2019: $4,802,208). Refer Note 1(c) on the preparation of the financial statements on a going
concern basis.
REVIEW OF OPERATIONS
Mente
Mente successfully renewed its CE Medical marking during the period. This reconfirmed Mente’s unique position as the
world’s only clinically proven at home therapy for ASD children. Mente is classified as a Class IIa medical device and the
Company also holds ISO 13485:2016 certification, provided to companies which meet the requirements and standards
to design, manufacture and distribute medical devices in relevant jurisdictions.
The CE renewal audit was conducted by the independent body ITALCERT, which evaluated the quality management
system of the Company, and the compliance of the Mente device to the European standards of health, safety and
effectiveness for its intended use in the management of neurodevelopmental disorders such as autism.
In January 2020, the Company received notice of the cancellation of Mente from entry on the Australian Register of
Therapeutic Goods. This cancellation is not anticipated to have any material impact on the Company’s revenue and will
not impact its sales and marketing in Europe, but the approach for marketing the device in Australia is being
reconsidered.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 4
DIRECTORS’ REPORT
In March 2020, Mente was added to the UK’s National Autistic Society’s ‘Autism Services Directory’, which is the UK’s
most comprehensive directory of services and support for autistic people, their families, and people who work with
them.
The addition to the directory is expected to continue to build awareness for the device following the adoption of the
Mente autism therapy referral program by. The Norcal Brain Center (USA) and The Australasian Neurofeedback Institute
(ANFI).
Mente also received a ‘Highly Commended’ for a Genius Within ‘Celebrating Neurodiversity’ award for assistive
technology in the UK earlier this year. The award is for companies who have embedded technology in a way that creates
a level playing field for neuro-diverse people.
Mente was also featured in Autism Parenting Magazine (USA), further reinforcing its growing acceptance around the
world.
In December 2019, Neurotech announced it had signed Holy Stone Healthcare (Holy Stone) as its exclusive distributor
in Taiwan. The agreement followed two years of the two parties working together on local tests and submissions to the
Taiwan Food & Drug Administration (TFDA), the agreement comes into full effect on receiving approval from the TFDA.
The Company has also focused on developing awareness, trust and a pipeline for eCommerce enabled sales for Mente
using an online and social media presence. It has enhanced the user experience of Mente for both users of the device
and clinicians by progressing the digitisation and automation of the device’s go-to-market model.
Clinically proven Mente helps ASD children to learn to engage positively with their environment. Mente is the world’s
only personalised neurofeedback therapy clinically proven to help children with ASD self-regulate attention and mood.
During the period the Company engaged HYPERION Life Sciences Ltd. The engagement focused on expanding
distribution partners in Europe and considering M&A options at the Mente project level.
Cannabis strains
During the period, Neurotech negotiated, and subsequently shortly after the period announced, it had secured an option
to acquire an exclusive worldwide licence to utilise proprietary cannabis strains from Dolce Cann Global Pty Ltd (‘Dolce’)
for medicinal use in treating neurological disorders including autism, epilepsy and ADHD. This complements the Group’s
existing Mente technology.
Australia-based Dolce has proprietary genetics sourced from 13 rare chemovars, which has been bolstered over the past
20 years by selective breeding targeted for distinct purposes such as cultivation method, climate, yield, phytochemical
content and harvested products including flower, seed, fibre or biomass.
Recent profiling of leaf cuttings from 650 seedlings of Dolce genetics evidenced high levels of cannabinoids CBG, CBC,
CBN and CBDV among others. Recent studies have indicated the potential for these cannabinoids to target and benefit
neurological disorders such as autism.
A key feature of the targeted Dolce strains is plant profiles with less than 0.3% THC (on average). Investigating cannabis
research options for children with autism without the potential psychoactive effects of THC is a key component of
Neurotech’s investigation of an innovative new project pathway.
Neurotech believes that a combined approach to autism treatment, potentially combining its own clinically proven
Mente device with Dolce cannabis strains could lead to innovative new therapy options becoming available as trials
progress.
Dolce engaged one of Australia’s leading cannabis laboratories, ACS Laboratories (Australia) (‘ACS’), to undergo genetic
profiling of some of its selected cannabis strains.
Dolce has more than 60 elite clones undergoing validation for Plant Breeders Rights approval under the International
Union for the Protection of New Varieties of Plants (UPOV) and potential utility patents in the USA. Dolce’s ability to
demonstrate its genetic development over the past 20 years puts the Company in a very strong position to secure
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 5
DIRECTORS’ REPORT
worldwide IP protection regarding any cannabis strains that are ultimately successful as part of the Neurotech
collaboration.
In July 2020 Neurotech provided an update on this agreement, with the first 80 unique Dolce strains transported to ACS
Laboratories for genetic profiling and full spectrum analysis. Following the completion of the profiling and spectrum
analysis by ACS Laboratory, NTI plans to commence invitro testing (using human derived cell lines) in September 2020.
NTI will use results from ACS’ analysis to determine the key priority strains to target autism and other neurological
disorders.
In August 2020 the Company announced promising early results from ACS’ genetic profiling and full potency analysis on
the cannabis samples, with the first 40 samples returning a “wide cannabinoid profile” with levels of cannabinoid CBDA
up to approx. 12% (with less than 0.5% THC) as well as “rarer” cannabinoids such as CBGA CBG and THCA in the samples.
Full results from ACS’ analysis is expected in early September 2020.
In consideration of NTI acquiring the licence, Dolce or its nominees will be entitled to be issued the following securities
by NTI and grant of royalty as consideration:
i.
ii.
iii.
iv.
33,000,000 fully paid ordinary shares in NTI and 33,000,000 unlisted options (exercisable at $0.01
each and expiring 31 Jan 2023);
33,000,000 fully paid ordinary shares in NTI upon successful stage 1 in-vitro assay assessments
being completed;
33,000,000 fully paid ordinary shares in NTI upon successful stage 1 clinical trials being completed;
and
Dolce (or nominees) will also be entitled to a 2.5% net sales royalty in respect of all sales which
utilise the cannabis strains for neuro disorders.
Corporate
In October 2019, Neurotech advised that it had issued $300,000 of convertible loans, with the funds used for working
capital purposes. These were subsequently converted in March and April 2020 to 79,471,760 ordinary shares and
79,471,760 options in accordance with the terms of the Convertible Notes.
In conjunction with the Dolce cannabis strains transaction subsequent to the end of the financial year, Neurotech
received firm commitments for a placement of 100 million shares at 0.5c per share to raise $500,000. The funds were
or will be used to satisfy the transaction with Dolce, as well as assisting with the Company’s existing Mente operations
and general working capital.
Along with the consideration equity associated with the Dolce cannabis strains transaction the Company agreed, subject
to shareholder approval, to issue 5,000,000 shares and 5,000,000 options (exercisable at $0.01 each and expiring 31 Jan
2023) to the introducer of the Dolce opportunity.
Neurotech also sought and received shareholder approval for the issue of shares in lieu of debts owed to directors.
Approval was sought for the issue of shares at a deemed issue price equal of 0.802c per share (being the 5 day VWAP
of trading in NTI shares leading up to the announcement of this on 3 July 2020) in satisfaction of $283,500 in accrued
directors fees.
AGM
The Company anticipates that it will hold its next Annual General Meeting (‘AGM’) on 24 November 2020.
In accordance with ASX Listing Rule 3.13.1, the closing date for the receipt of nominations from persons wishing to be
considered for election as a director of the Company is 6 October 2020.
Any nominations must be received in writing no later than 5.00pm (WST) on 6 October 2020 at the Company’s
registered office.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 6
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There weren’t any significant changes in the state of affairs of the Group during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
As included in the Review of Operations, on 3 July 2020 the Group announced that it had secured an exclusive worldwide
licence to use proprietary cannabis strains from Dolce Cann Global Pty Ltd for medicinal use in treating autism, epilepsy
and ADHD.
On 3 July 2020 the Group paid a non-refundable deposit of $50,000 to Dolce Cann under the terms of the licencing
agreement, and will issue 33,000,000 ordinary shares at an issue price of $0.005 per share together with 33,000,000
free options which were approved at the shareholder General Meeting held today 31 August 2020.
The Group has also raised $500,000 through the issue of 100,000,000 ordinary shares at an issue price of $0.005 per
share. On 22 July 2020 32,250,000 of these ordinary shares were issued raising $161,250 before expenses, with the
issue of the remaining 67,750,000 ordinary shares to raise $338,750 approved at shareholder General Meeting held
today 31 August 2020. A further 5,000,000 ordinary shares at an issue price of $0.005 per share together with 5,000,000
free options will be issued to unrelated party in lieu of professional fees relating to the licence agreement.
On 31 August 2020 shareholders approved a series of resolutions for the issue of equity in relation to the Dolce
transaction, debt to equity conversions, and a capital raising.
Other than the above, no matters or circumstances have arisen since 30 June 2020 that has significantly affected, or
may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future
financial years.
IMPACT OF COVID-19 GLOBAL PANDEMIC
The impact of the Coronavirus (COVID-19) pandemic is ongoing and is causing delay to business development activities
and meetings. Whilst it has had limited financial impact for the consolidated entity up to 30 June 2020, it is not
practicable to estimate the potential impact, positive or negative, after the reporting date.
The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other
countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus
that may be provided.
OUTLOOK
In addition to the Dolce Cann licence agreement detailed above, the Group remains committed to the development of
Mente. The Board is reviewing the options for it to continue the development of Mente which includes accessing
sufficient funding in a suitably attractive form to shareholders to fund the continued development.
The overarching consideration of the Board is to maximise the value of its assets for the benefit of its shareholders.
ENVIRONMENTAL REGULATION
National Greenhouse and Energy Reporting Act 2007
This is an Act to provide for the reporting and dissemination of information related to greenhouse gas emissions,
greenhouse gas projects, energy production and energy consumption, and for other purposes. The Entity is not subject
to the National Greenhouse and Energy Reporting Act 2007.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 7
DIRECTORS’ REPORT
BOARD OF DIRECTORS
Mark Davies – Chairman
Experience and
Expertise
Mark Davies graduated from the University of Western Australia with a Bachelor of
Commerce. He has over 20 years’ experience in trading, investment banking and providing
corporate advice. He worked at Montagu Stockbrokers before co-founding investment
banking firm Cygnet Capital and more recently 1861 Capital. Mark specialises in providing
corporate advice and capital raising services to emerging companies seeking business
development opportunities and funding from the Australian market.
Other Current
Directorships
None
Former Directorships
in last 3 years
None
Special
Responsibilities
Interests in Shares
and Options
Chairman of the Board
2,000,000 unlisted $0.0189 options expiring 18 November 2022
Peter Griffiths – CEO and Managing Director
Experience and
Expertise
Peter J.L. Griffiths, B.Sc. (Hons), draws on his more than 20 years of leadership experience in
the software industry. As EVP and Group Executive at CA Technologies, he was responsible
for investment and strategy across the five business units that drove the company’s
leadership in IT Management Cloud, Application Development, Operations, DevOps and
Security for enterprise and growth markets. As a member of the company’s Executive
Management Team; Mr. Griffiths also oversaw all aspects of Operations, M&A activity,
Industry Solutions, and the CA Technologies Innovation Center, driving mobile-first software
products and the transition to SaaS offerings and business models.
Other Current
Directorships
No other Public Company Directorships
Former Directorships
in last 3 years
None
Special
Responsibilities
Interests in Shares
and Options
None
7,292,378 ordinary shares
2,060,334 unlisted $0.20 options expiring 30 November 2020
2,634,790 unlisted $0.06 options expiring 31 March 2021
6,500,000 unlisted $0.0589 options expiring 18 November 2024
5,429,754 unlisted $0.0199 options expiring 18 November 2024
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 8
DIRECTORS’ REPORT
David Cantor – Non-Executive Director
Experience and
Expertise
A highly distinguished clinician, neuroscientist, program developer and a member of the
Group’s Scientific Advisory Board, Dr Cantor’s career spans more than 40 years in the academic
and clinical neuroscience sector.
He is currently the CEO and Clinical Director of Mind and Motion Developmental Centers of
Georgia, a multidisciplinary treatment facility providing a range of diagnostic and treatment
services to children and adults seeking help with neurological disorders such as autism, ADHD,
traumatic brain injury and sensory processing disorders. He is also the CEO and Managing
Partner of BrainDx, an international software Group that produces functional brain analytic
software through computer assisted quantitative EEG (QEEG) reports and big database
measures of brain development.
In addition to the above, Dr Cantor has held multiple board positions across various
neuroscientific associations, including being a founding board member and current Chairman
of the International Board of Quantitative Electrophysiology, established to maintain the
highest quality of resources and examination procedures for clinicians and academicians with
interests in quantitative electrophysiology. He is also Secretary of the International Society of
Neurofeedback and Research and an advisory board member of the Innovative Health
Foundation.
Other Current
Directorships
None
Former Directorships
in last 3 years
None
Special
Responsibilities
Interests in Shares
and Options
Chair of the Company’s Scientific Advisory Board (Currently dormant)
142,857 ordinary shares
2,000,000 unlisted $0.0189 options expiring 18 November 2022
Winton Willesee – Non-Executive Director
Experience and
Expertise
Mr Willesee is an experienced corporate professional with a broad range of skills and
experience strategy, company development, corporate governance, company public listings,
merger and acquisition transactions and corporate finance. Mr Willesee has considerable
experience with ASX listed and other companies over a broad range of industries, having held
directorships, chairmanships and company secretarial positions with a number of ASX-listed
companies over many years.
Mr Willesee holds formal qualifications in Commerce, Economics and Finance, Accounting,
Applied Finance and Investment, Applied Corporate Governance and Education. He is a Fellow
of the Financial Services Institute of Australasia, the Governance Institute of Australia and the
Institute of Chartered Secretaries and Administrators, Graduate of the Australian Institute of
Company Directors and a Member of CPA Australia.
Other Current
Directorships
New Zealand Coastal Seafoods Limited (ASX:NZS), MMJ Group Holdings Limited (ASX:MMJ),
Nanollose Limited (ASX:NC6) and eSense Lab Ltd (ASX:ESE)
Former Directorships
in last 3 years
Special
Responsibilities
Interests in Shares
and Options
Mali Lithium Limited, Ding Sheng Xin Finance Co Limited and Kopore Metals Limited
None
337,906 ordinary shares
2,000,000 unlisted $0.0189 options expiring 18 November 2022
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 9
DIRECTORS’ REPORT
COMPANY SECRETARY
Erlyn Dale – Company Secretary
Experience and
Expertise
Miss Dale is an experienced corporate professional with a broad range of corporate
governance and capital markets experience, having been involved with several public
company listings, merger and acquisition transactions and capital raisings for ASX-listed
companies across a diverse range of industries.
Miss Dale began her career in corporate recovery and restructuring at Ferrier Hodgson and
is now the Managing Director of corporate services firm, Azalea Consulting, which provides
outsourced company secretarial, accounting and administration services to a portfolio of
ASX-listed companies.
Miss Dale holds a Bachelor of Commerce (Accounting and Finance) and a Graduate Diploma
in Applied Corporate Governance. She is a member of the Governance Institute of
Australia/Chartered Secretary.
DIRECTORS’ MEETINGS
Attendances by each Director during the year were as follows:
Director
Mark Davies
Winton Willesee
Peter O’Connor
Peter Griffiths
Number
Eligible to
Attend
Number
Attended
9
9
9
9
9
9
9
9
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 10
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Group and the Group and has been audited in accordance with the
requirements by section 308(3C) of the Corporations Act 2001 and the Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of the Group are defined as those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group and the Consolidated Entity, directly or indirectly, including any Director (whether Executive or otherwise) of the Group.
Key Management Personnel disclosed in the Report
Names and positions held of Parent Entity Directors and Key Management Personnel in office at any time during the financial year are:
Directors
Mark Davies
Chairman
Winton Willesee
Non-Executive Director
Peter Griffiths
David Cantor
Chief Executive Officer and Managing Director
Non-Executive Director
Remuneration Governance
The full Board filling the role of the Nomination and Remuneration Committee is responsible with respect to the following:
(a) remuneration policies and practices;
(b) remuneration of the Executive Officer and Executive Directors;
(c) composition of the Board; and
(d) performance Management of the Board and of the Executive Officer.
Use of Remuneration Consultants
During the year, the Group has not required or used any remuneration consultants.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 11
DIRECTORS’ REPORT
Executive Remuneration Policy and Framework
The full Board reviews and make recommendations regarding the following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
strategies in relation to Executive remuneration policies;
compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior Executives as appropriate;
performance related incentive policies;
the Group’s recruitment, retention and termination policies;
the composition of the Board having regard to the skills/experience desired and skills/experience represented;
the appointment of Board members;
the evaluation of the performance of the CEO;
consideration of potential candidates to act as Directors; and
succession planning for Board members.
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of Key Management Personnel for the economic entity is as follows:
The remuneration structure for Key Management Personnel is based on a number of factors including particularly the skills and experience of the individual concerned. The
contracts for service between the Group and Key Management Personnel are on a continuing basis, subject to review with the Board proposing a review in the immediate
future. There is no scheme to provide retirement benefits, other than statutory superannuation.
On appointment to the Board, all Executive and Non-Executive Directors enter into an agreement with the Group.
The Group’s executive Key Management Personnel includes the Chief Executive Officer Peter Griffiths (appointed 26 November 2018). The CEO is entitled to receive
performance-based pay under his engagement agreement. Information on the remuneration of the Executive Key Management Personnel is provided on page 15.
The structure of the performance-based element of the Executive’s remuneration is designed to encourage retention of the Executives while also rewarding short term
performance of the individual and long-term performance of the Group, and therefore contributing to the wealth of the Group’s shareholders. Executives are subject to an
annual performance review against objectives relevant to their role, and the performance against these objectives is used to determine the amount of their annual short-
term incentive bonus received.
A formal performance review has not been carried out to date for the CEO.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 12
DIRECTORS’ REPORT
Key Management Personnel Compensation
The compensation of the Group’s Key Management Personnel is disclosed below:
Short-term Benefits
Termination
Benefits
Share-based payment
Salary ($)
Bonus ($)
Post
Retirement
benefits ($)
Other
benefits ($)
Termination
Benefits ($)
Shares and
Share Rights
($)
Options
($)
Total Share
Based
Payments ($)
Total ($)
Performance
related
2020 Key
Management
Person
DIRECTORS
Mark Davies ¹
52,000
-
-
-
-
-
16,800
16,800
68,800
-
Winton Willesee ¹
40,008
-
-
-
-
-
16,800
16,800
56,808
-
Peter Griffiths ¹
282,169
-
-
-
-
-
45,298
45,298
327,467
14%
David Cantor ¹
40,000
-
-
-
-
-
16,800
16,800
56,800
-
TOTAL
414,177
-
-
-
-
-
95,698
95,698
509,875
On 19 November 2019 6,000,000 options were issued to Directors Mr Davies, Mr Willesee and Mr Cantor following approval by shareholders at the 2019 Annual General
Meeting. A remuneration expense of $50,400 has been recognised during the year in relation to these options which were valued using the Black Scholes model with the
following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Unlisted options
6,000,000
$0.014
$0.0189
100%
3 years
0.00%
1.00%
¹ Directors’ fees for Mr Mark Davies and Mr Winton Willesee have not been paid since they were appointed on 16th April 2019. Mr David Cantor’s director fees have not
been paid since August 2018 and Mr Peter Griffiths consultancy fees have not been paid since November 2018.
The amount payable as at 30 June 2020 to Mr Davies is $62,833.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 13
DIRECTORS’ REPORT
The amount payable as at 30 June 2020 to Mr Willesee is $48,454.
The amount payable as at 30 June 2020 to Mr Griffiths is $240,288.
The amount payable as at 30 June 2020 to Mr Cantor is $36,667.
The Company’s shareholders have today approved the conversion of $283,500 of debt owed to the directors to equity and may agree to do so again in the future.
Short-term Benefits
Termination
Benefits
Share-based payment
Salary ($)
Bonus ($)
Post
Retirement
benefits ($)
Other
benefits ($)
Termination
Benefits ($)
Shares and
Share Rights
($)
Options
($)
Total Share
Based
Payments ($)
Total ($)
Performance
related
2019 Key
Management
Person
DIRECTORS
Mark Davies
10,833
-
-
-
-
-
-
-
10,833
-
Winton Willesee
8,446
-
-
-
-
-
-
-
8,446
-
Peter Griffiths
224,413
-
-
-
-
-
91,654
91,654
316,067
29%
David Cantor
62,951
-
-
-
-
6,714
-
6,714
69,665
-
Peter O’Connor
24,611
-
-
-
-
-
-
-
24,611
-
Wolfgang Storf
101,744
33,891
-
-
143,537
7,191
-
7,191
286,363
12%
Neale Fong
21,778
-
2,069
-
-
-
-
-
23,847
-
Simon Trevisan
-
-
-
-
-
-
-
-
-
-
Cheryl Tan
16,667
-
-
-
-
-
-
-
16,667
-
TOTAL
471,443
33,891
2,069
-
143,537
13,905
91,654
105,559
756,499
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 14
DIRECTORS’ REPORT
Key Management Personnel Compensation
Remuneration arrangements of the Group’s Executive Key Management Personnel are as follows:
Chief Executive Officer – Peter Griffiths
Fixed Remuneration
€160,000 per annum payable monthly.
Contract Duration
Initial fixed term to 30 November 2019, then ongoing.
Notice period for
Termination
Variable Remuneration
6 months’ notice after 30 November 2019.
The CEO will be entitled to an increased Fee and a performance bonus if the following revenue targets are achieved:
-
Less than €2,000,000 in revenue in a financial year - a Fee entitlement of €160,000 (ie. no Fee increase) and a performance cash bonus
of €40,000;
€2,000,000 or more, but less than €5,000,000 in revenue in a financial year - a Fee entitlement of €200,000 and a performance cash
bonus of €100,000;
€5,000,000 or more, but less than €8,000,000 in revenue in a financial year - a Fee entitlement of €280,000 and a performance cash
bonus of €120,000; and
€8,000,000 or more in revenue in a financial year - a Fee entitlement of €300,000 and a performance cash bonus of €200,000.
-
-
-
The revenue targets are in respect of consolidated annual revenue (calculated in accordance with applicable accounting standards) of the
Neurotech Group in any financial year (i.e. a 12-month period ending 30 June) during the term of the agreement.
Share based payment
Pursuant to his consultancy services agreement, Mr Griffiths has been awarded the following Options in the Company:
Tranche 1: 6,500,000 Options exercisable at $0.0589 and valued as at the date of the shareholder approval at a value of $71,221.
Tranche 2: 5,429,754 Options exercisable at $0.0199 and valued as at the date of the shareholder approval at a value of $76,074.
The Options will expire on the earlier of the 5th anniversary of the date on which the Options are granted and the date of termination of the
agreement by reason of Bad Leaving, if applicable. One third of these options vest immediately with the remaining value to vest over the
period from the commencement of service, 1 December 2018 to 1 December 2020. These Options were issued following shareholder
approval at the 2019 Annual General Meeting.
Other amounts payable
Secretarial & administrative services €12,000 per annum, Health insurance €3,000 per annum and travel insurance €2,000 per annum.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 15
DIRECTORS’ REPORT
Equity Instruments Disclosure Relating to Key Management Personnel
Shares:
Number of shares held by Parent Entity Directors and other Key Management Personnel of the Group, including their personally related parties, are set out below.
Name
Directors
Mark Davies
Peter Griffiths
David Cantor
Winton Willesee
Options
Balance at the
start of the year
Acquired
Disposed
Other
Balance at
the end of
the year
-
7,292,378
142,857
337,906
-
-
-
-
-
-
-
-
-
-
-
7,292,378
-
-
142,857
337,906
Number of options held by Parent Entity Directors and other Key Management Personnel of the Group, including their personally related parties, are set out below.
Name
Balance at the
start of the year
Acquired
Disposed
Other
Balance at
the end of
the year
Mark Davies
Peter Griffiths
David Cantor
Winton Willesee
-
2,000,000
4,695,124
11,929,754
-
-
2,000,000
2,000,000
-
-
-
-
-
2,000,000
-
16,624,878
-
2,000,000
-
2,000,000
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 16
DIRECTORS’ REPORT
Voting and comments made at the Group’s 2019 Annual General Meeting
The Group received a 96.4% “yes” votes on its remuneration report for the 2019 financial year (2018: 76.7% yes). The Group did not receive any specific feedback at the
AGM or throughout the year on its remuneration practices.
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
For the year ended 30 June 2020 the aggregate amount recognised during the year relating to Directors, Key Management Personnel and their related parties were as follows.
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
Winton Willesee (Director and Shareholder (via
an associated entity) of Azalea Consulting Pty
Ltd)
Corporate
administration
services
2020 ($)
2019 ($)
2020 ($)
2019 ($)
40,950
8,970
29,250
5,850
Winton Willesee (Director and Shareholder (via
an associated entity) of Valle Corporate Pty Ltd)
Bookkeeping and
accounting services
18,625
-
966
2,277
Tribus Pty Ltd
Total
Corporate
administration
services
-
82,500
-
-
59,575
91,470
30,216
8,127
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration services including company secretarial and accounting services
and front and registered office services. Payments to Valle Corporate Pty Ltd (director related entity of Winton Willesee) for bookkeeping and financial reporting services
fees.
This is the end of the Audited Remuneration Report.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 17
DIRECTORS’ REPORT
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a)
Indemnification
The Group has agreed to indemnify the current Directors and Group Secretary of the Group against all liabilities
to another person (other than the Group or a related body corporate) that may arise from their position as
Directors and Group Secretary of the Group, except where the liability arises out of conduct involving a lack of
good faith.
The Agreement stipulates that the Group will meet to the maximum extent permitted by law, the full amount
of any such liabilities, including costs and expenses.
(b)
Insurance Premiums
During the year ended 30 June 2020, the Company paid insurance premiums in respect of Directors and Officers
Liability Insurance for Directors and Officers of the Company. The liabilities insured are for damages and legal
costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors
and Officers in their capacity as Directors and Officers of the Company to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
NON-AUDIT SERVICES
The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of
non-audit services during the year is compatible with the general standard of independence for Auditors
imposed by the Corporations Act 2001.
The Board and the Audit and Risk Committee have considered the non-audit services provided during the
financial year by the Auditor and are satisfied that the provision of those non-audit services during the financial
year by the Auditor is compatible with, and did not compromise, the Auditor’s independence requirements of
the Corporations Act 2001 for the followings reasons:
(a)
(b)
all non-audit services were subject to the Corporate Governance procedures adopted by the Group; and
the non-audit services provided do not undermine the general principals relating to Auditor
independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve
reviewing or auditing the Auditor’s own work, acting in a management or decision-making capacity for
the Group, acting as an advocate for the Group or jointly sharing risks and rewards.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the
parent entity, its related practices and non-related audit firms:
Other Services
BDO Corporate Finance
Total remuneration for other services
SHARES
30 June 2020 ($)
30 June 2019 ($)
1,168
1,168
2,006
2,006
As at the date of this report there are 215,215,629 ordinary shares on issue.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 18
DIRECTORS’ REPORT
OPTIONS
All options granted confer a right of one ordinary share for every option held.
The Group has the following unlisted options on issue as at 30 June 2020:
Grant Date
Expiry Date
Exercise
Price
Balance at end
of the year
Vested and
exercisable
09/05/2016
30/11/2020
03/04/2016
30/11/2020
28/10/2016
30/11/2020
25/02/2019
31/03/2021
($)
$0.20
$0.20
$0.20
$0.06
Number
Number
7,899,314
7,899,314
466,000
466,000
2,529,076
2,529,076
26,122,966
26,122,966
18/11/2019
18/11/2024
$0.0589
6,500,000
4,333,333
18/11/2019
18/11/2024
$0.0199
5,429,754
3,619,836
18/11/2019
18/11/2022
$0.0189
6,000,000
6,000,000
18/11/2019
18/11/2022
$0.0189
4,000,000
4,000,000
03/03/2020
31/01/2023
$0.0084
3,987,832
3,987,832
06/04/2020
31/01/2023
$0.005
75,483,928
75,483,928
138,418,870
134,442,285
The options issued on 18 November 2019 were all approved by Shareholders at the Annual General Meeting
held on that date.
The options issues on 3 March 2020 and 6 April 2020 were issued pursuant to the conversion of $300,000 of
Convertible Notes.
DIVERSITY
Female employees in the whole organisation
Females in Senior Executive Positions
Females on the Board
Number of
Females
4
1
-
The Group does not have documented diversity targets, the Group makes employment decisions based on
requirements of the role to be filled and does not make employment decisions based on the gender of potential
candidates. The establishment of diversity targets has the potential to result in the Group making employment
decisions giving undue consideration to gender.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 19
DIRECTORS’ REPORT NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020 PAGE 20 AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2020 has been received and can be found on page 22. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. Signed on behalf of the Board of Directors. Winton Willesee Non-Executive Director Dated at Perth, Western Australia, 31 August 2020 CORPORATE GOVERNANCE
The Board is responsible for the overall corporate governance of the Group, and it recognises the need for the
highest standards of ethical behaviour and accountability. It is committed to administrating its corporate
governance structures to promote integrity and responsible decision making.
The Group’s corporate governance structures, policies and procedures are described in its Corporate
Governance Statement which is available at the Group’s website at:
http://neurotechinternational.com/investor-centre/corporate-governance
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 21
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF NEUROTECH
INTERNATIONAL LIMITED
As lead auditor of Neurotech International Limited for the year ended 30 June 2020, 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 Neurotech International Limited and the entities it controlled during
the period.
Jarrad Prue
Director
BDO Audit (WA) Pty Ltd
Perth, 31 August 2020
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia 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.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
CONSOLIDATED
Notes
30 June 2020 ($)
30 June 2019 ($)
CONTINUING OPERATIONS
Revenue
Other income
Cost of sales
3
4
5
77,366
4,730
(3,001)
194,556
59,236
(363,744)
Professional consultant and advisory expenses
(115,459)
(279,793)
Professional legal expenses
Corporate and administration expenses
Depreciation and amortisation expenses
1(d)
Finance expenses
Advertising and marketing expenses
Impairment expense
Employee benefits expense
Research expense
Share based payments expense
Equipment and materials direct cost
Other expenses
LOSS BEFORE INCOME TAX
Income tax benefit
LOSS AFTER INCOME TAX
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
5
5
6
7
(34,537)
(85,921)
(509,798)
(810,257)
(81,082)
(423,674)
-
(2,006)
(18,427)
(203,046)
-
(2,012,274)
(487,794)
(903,169)
-
(19,982)
(45,298)
(51,893)
(24,572)
(105,559)
(85,764)
(184,485)
(1,713,439)
(4,802,208)
-
-
(1,713,439)
(4,802,208)
-
-
Exchange difference on translation of foreign operations
(10,067)
54,280
Total comprehensive loss for the period
(1,723,506)
(4,747,928)
Basic loss per share (cents per share)
23
(1.11)
(4.06)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction
with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
CONSOLIDATED
Notes
30 June 2020 ($)
30 June 2019 ($)
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Right of use asset
TOTAL CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Short-term borrowings
Lease liability
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
(NET ASSET DEFICIENCY)/NET ASSETS
EQUITY
Contributed Equity
Reserves
Accumulated Losses
TOTAL (DEFICENCY IN EQUITY)/EQUITY
10
11
12
13
14
15
16
17
12,358
61,691
6,756
80,805
80,805
672,897
46,582
7,619
727,098
727,098
(646,293)
474,682
178,066
-
652,748
652,748
229,260
126,075
-
355,335
355,335
297,413
15,498,123
15,099,925
1,758,820
1,378,507
(17,903,236)
(16,181,019)
(646,293)
297,413
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
Contributed Equity
($)
Accumulated
Losses ($)
Capital Reserve
($)
Share-based
Payment Reserve
($)
Foreign Currency
Translation
Reserve ($)
Total ($)
FINANCIAL YEAR ENDED 30 JUNE 2020
Balance at 1 July 2019
15,099,925
(16,181,019)
-
1,290,889
87,618
297,413
Adoption of AASB16 - Leases – Note 1(d)
-
(8,778)
-
-
-
(8,778)
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders in their capacity
as equity holders
-
-
-
(1,713,439)
-
-
-
(1,713,439)
-
-
-
(10,067)
(10,067)
(1,713,439)
-
-
(10,067)
(1,723,506)
Conversion of convertible notes – Note 5
405,335
-
-
261,083
-
666,418
Shares Issued to Directors
Share based payments – Note 6
Share issue costs
Balance at 30 June 2020
-
-
-
-
-
-
-
-
-
129,297
-
129,297
(7,137)
-
-
-
-
(7,137)
15,498,123
(17,903,236)
-
1,681,269
77,551
(646,293)
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 25
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
FINANCIAL YEAR ENDED 30 JUNE 2019
Balance at 1 July 2018
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders in their capacity
as equity holders
Capital Raising
Shares Issued to Directors
Share based payments
Share issue costs
Balance at 30 June 2019
Contributed Equity
($)
Accumulated
Losses ($)
Capital Reserve
($)
Share-based
payment Reserve
($)
Foreign Currency
Translation
Reserve ($)
Total ($)
14,309,941
(11,378,811)
74,560
1,192,044
33,338
4,231,072
-
-
-
(4,802,208)
-
-
-
(4,802,208)
-
-
-
54,280
54,280
(4,802,208)
-
-
54,280
(4,747,928)
783,689
-
-
-
81,274
-
(61,274)
(20,000)
-
-
(13,286)
118,845
(74,979)
-
-
-
-
-
-
-
783,689
-
105,559
(74,979)
15,099,925
(16,181,019)
-
1,290,889
87,618
297,413
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 26
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
30 JUNE 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Other receipts
CONSOLIDATED
Notes
30 June 2020 ($)
30 June 2019 ($)
68,700
2,975
113,777
51,278
Payments to suppliers and employees
(753,832)
(2,714,059)
Interest paid
Interest received
(2,429)
1,755
(2,006)
7,958
NET CASH USED IN OPERATING ACTIVITIES
18
(682,831)
(2,543,052)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from issue of convertible notes
Payment of share issue costs
Repayment of borrowings
Proceeds from borrowings
NET CASH PROVIDED BY FINANCING ACTIVITIES
Net (decrease) in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
10
-
300,000
-
(79,493)
-
220,507
(462,324)
474,682
12,358
783,689
-
(74,979)
-
96,287
804,997
(1,738,055)
2,212,737
474,682
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The primary accounting policies adopted in the preparation of the Financial Statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
(a) General Information
Neurotech International Limited (Company) or (Entity) is a public Company limited by shares, incorporated in
Australia with operations in Malta. The Consolidated Financial Report of the Company as at and for the year ended
30 June 2020 comprises the Company and its subsidiaries (together referred to as the ‘Consolidated Entity’ or
‘Group’).
Neurotech International Limited is a medical device and solutions company whose primary mission is to improve
the lives of people with neurological conditions.
Through its Mente device and its associated platform, and more recently via its rights to a series of strains of
cannabis, Neurotech is focused on facilitating the development of technological and other solutions for the
screening and treatment of neurological disorders including autism, epilepsy and ADHD.
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’
Report.
(b) Basis of Preparation
The financial report is a general-purpose financial report which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the
Corporations Act 2001. Neurotech International Limited is a for profit entity for the purpose of preparing the
Financial Statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report 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 as issued by the IASB. Material accounting policies adopted in the preparation of
this financial report are presented below and have been consistently applied.
In addition to the above, the World Health Organisation announced that the Coronavirus (COVID-19) had become
a pandemic on 11 March 2020. The timing of full recovery from COVID-19 on the part of our employees, customers
and suppliers and the economy is uncertain at this stage. The full impact of COVID-19 and timing of easing of
restrictions continues to evolve as at the date of this report. Please refer to the going concern note below for
more information.
(i)
Compliance with IFRS
The Financial Statements of the Group also comply with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standard Board (IASB).
The Financial Statements were approved by the Board of Directors on 31st August 2020.
(ii)
Historical cost convention
The financial report has been prepared on an accrual basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of
accounting has been applied. All amounts are presented in Australian dollars, unless otherwise noted.
(iii)
Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(c) Going Concern
The Directors are satisfied that the going concern assumption has been appropriately applied in preparing the
financial statements and the historical financial information has been prepared on a going concern basis, which
contemplates the continuity of normal business activity and the realisation of assets and the settlement of
liabilities in the normal course of business.
These financial statements have been prepared on the going concern basis, which contemplates the continuity of
normal business activities and the realisation of assets and settlement of liabilities in the normal course of
business.
For the year ended 30 June 2020 the Group made an operating loss of $1,713,439 (2019: loss of $4,802,208), had
cash outflows from operating activities of $682,831 (2019: $2,543,052) and a cash balance of $12,358 (2019:
$474,682).
In addition to the above, the World Health Organisation announced that the Coronavirus (COVID-19) had be-come
a pandemic on 11 March 2020. The impact of the Coronavirus (COVID-19) pandemic is ongoing and whilst it has
had no financial impact for the Group up to 30 June 2020, it is not practicable to estimate the potential impact,
positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures
imposed by the Australian Government and other countries, such as maintaining social distancing requirements,
quarantine, travel restrictions and any economic stimulus that may be provided. The full impact of COVID-19 and
timing of easing of restrictions continues to evolve. At the date of this report, it is uncertain what the effect will
be on the group and potentially it will have a post balance date impact as disclosed in Note 20.
The consolidated entity’s ability to continue as a going concern is dependent on one or more of the following
factors, raising further capital at the parent or project level, material increases in sales of its Mente devices and
associated revenue and/or sales of assets along with reducing costs and the cash impact of its costs.
These conditions indicate a material uncertainty that may cast significant doubt on the Group’s ability to continue
as a going concern and therefore whether it will be able to pay its debts as and when they fall due and realise its
assets and extinguish its liabilities in the normal course of business.
The Directors believe that there are reasonable grounds to believe that the Company and consolidated entity will
continue as a going concern, after consideration of the following factors:
(i) the Company has agreed terms for tranche two of a placement with a value of $338,750 which was
approved by shareholders today;
(ii) the Company will have refreshed capacity under the Listing Rules to undertake further capital raisings
and the directors are confident that capital will be accessible;
(iii) the Company will seek to access funding for its activities at the project level via investments or grants or
a combination of both;
(iv) The Company’s shareholders have approved the conversion of $283,500 of debt owed to the directors to
equity, and may agree to do so again in the future;
(v) the consolidated entity has the ability to scale down its operations in order to curtail expenditure, in the
event capital raisings are delayed or insufficient cash is available to meet projected expenditure;
(vi) The group has obtained confirmation from related parties to defer amounts payable as at 30 June 2020
until the group has sufficient funds to repay the debts.
Should the consolidated entity 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. The financial report does not include any adjustment relating to the
recoverability and classification of the asset carrying amounts or the classification of liabilities that might be
necessary should the consolidated entity not be able to continue as a going concern.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(d)
Impact of the adoption of new Accounting Standards
The Group has adopted AASB 16 Leases using the modified retrospective approach from 1 July 2019 but has not
restated comparatives for the 30 June 2019 reporting period, as permitted under the specific transitional
provisions in the standard.
On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been
classified as “operating leases” under the principles of AASB 17 Leases. These liabilities were measured at the
present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate of 5%
as of 1 July 2019. The reclassification and the adjustments from the new leasing standard were material to the
Group with an adjustment recognised to the financial statements.
The financial effect of the adoption of AASB16 is as follows:
Transitional re-classification
Recognition of right of use asset
Recognition of accumulated depreciation
Recognition of lease liability
Adjustment to reduce retained earnings
Impact on current period Statement of Financial Performance
Increase in depreciation expense
Increase in finance costs
Reduction in operating (rental) expenses
Net increase (decrease) in profit
Right-of-use assets
CONSOLIDATED
At 1 July 2019
($)
405,408
(317,570)
(96,616)
(8,778)
CONSOLIDATED
30 June 2020
($)
81,082
2,429
(91,426)
(7,915)
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any initial direct costs incurred, and,
except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to
impairment or adjusted for any re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Lease Liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of use asset or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
Convertible Notes
Convertible notes were issued by the Company during the year, which include the option to convert the instrument
into a number of shares in the Company. The convertible notes were initially recognised as financial liabilities at
fair value. On initial recognition, the fair value of the convertible notes equates to the proceeds received and
subsequently, the convertible loans are measured at fair value. The movements are recognised on the statement
of profit or loss as finance costs, except to the extent the movement is attributable to changes in the company’s
own credit status, in which case the movement is recognised in other comprehensive income. Costs incurred in
entering the convertible notes are expensed as incurred.
(e)
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements requires Management to make judgments, estimates and
assumptions that affect the reported amounts in the Financial Statements. Management continually evaluates its
judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments and estimates on historical experience and on other various factors it believes
to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amount recognised in the Financial Statements are outlined below:
(i)
Share based payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of equity
instruments at the date at which they are granted. The fair value is determined using a Black-Scholes option pricing
model, inputs used in valuing share-based payments, including options, are estimates.
(ii)
Accounting for Convertible Note Subscription Agreement
The Group’s assessment of the accounting treatment for the convertible notes issued during the year and the fair
value of options issued on conversion of the notes involved significant estimates and judgments. Refer to Note 5
for further details.
(iii)
Treatment of costs incurred for Research and Development
The Group’s consideration of whether its internal projects to develop medical devices are in a research phase or
development phase involves significant judgement.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group considers a project to be in a development phase when the following can be demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
there is intention to complete the project;
the existence of a market to be able to sell output resulting from the completion of the project;
how the intangible asset will generate probable future economic benefits;
there is adequate technical, financial and other resources available to complete the development and to
use or sell the intangible asset; and
expenditure attributable to the project can be reliably measured.
When the above 6 criteria are met, the Group will recognise an intangible asset in relation to the project, otherwise
costs incurred to date on the project are expensed as incurred.
(iv)
Going Concern
The Group’s consideration of the basis for going concern is detailed in Note 1 of this Report. The Group is confident
in its ability to access capital as it is required and in its relationship with its creditors to manage meeting any
obligations it may have in a manner acceptable to its creditors.
(f)
Principles of Consolidation
The Consolidated Financial Statements incorporate the assets and liabilities of all the subsidiaries that Neurotech
International Limited (‘the Parent Entity’) has the power to control the Consolidated Entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the Consolidated Entity and has the ability
to affect those returns through its power to direct the activities of the Consolidated Entity, the financial and
operating policies as at 30 June 2020 and the results of all subsidiaries for the year ended 30 June 2020. All
intercompany balances and transactions between the Group and the Consolidated Entity, including any unrealised
profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed
where necessary to ensure consistencies with those policies applied by the Group.
Subsidiaries
Subsidiaries are all entities controlled by the Consolidated Entity. The Financial Statements of subsidiaries are
included in the Consolidated Financial Statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group.
In the Company’s Financial Statements, investments in subsidiaries are carried at cost. The Financial Statements
of the subsidiary are prepared for the same reporting period as the Group, using consistent accounting policies.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
In preparing the Consolidated Financial Statements, all intercompany balances and transactions, income and
expenses and profit or losses resulting from inter-entity transactions have been eliminated in full. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
The investments in subsidiaries held by Neurotech International Limited are accounted for at cost in the separate
Financial Statements of the Group less any impairment charges. The acquisition of subsidiaries is accounted for
using the acquisition method of accounting. The acquisition method of accounting involves allocating the cost of
the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities
assumed at the date of acquisition.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(g)
Foreign Currency translation
Functional and presentation currency
Items included in the Financial Statements of each of the Group entities are measured using the currency of the
primary economic environment in which the Entity operates (‘the functional currency’). The Consolidated Financial
Statements are presented in Australian dollars (A$), which is Neurotech International Limited’s functional and
presentation currency.
The functional currency of the subsidiaries of Neurotech International Limited incorporated in Malta is the Euro
(EUR€).
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Translation of Foreign Operations
The Statement of Profit or Loss and Other Comprehensive Income is translated at the average exchange rates for
the year.
The exchange differences arising on the translation are taken directly to a separate component of equity. On
disposal of the foreign entity, the deferred cumulative amount recognised in equity relating to that foreign
operation will be recognised in the Statement of Profit or Loss and Other Comprehensive Income.
(h) Revenue recognition
The Group’s revenue is substantially from the sale of Mente devices, which to date are principally sold through
Distributors which Neurotech has Distribution Agreements with. Sales are recognised when control of the
products has transferred, being when the products are delivered to the distributor, the distributor has full
discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect
the distributor’s acceptance of the products. Delivery occurs when the products have been shipped to the specific
location, the risks of obsolescence and loss have been transferred to the distributor, and either the distributor has
accepted the products in accordance with the distribution agreement, the acceptance provisions have lapsed, or
the group has objective evidence that all criteria for acceptance have been satisfied.
With the exception of devices which are defective, Distributors are not able to return devices to Neurotech, that
is, there is no “Right of Return”, consequentially it is not necessary for the Group to consider the probability of
units being returned which would lead to the recognition of a refund liability, and a right of return asset.
(i)
Other income
Interest Income
Interest income is recognised using the effective interest method. The effective interest method uses the effective
interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of
the financial asset.
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received, and the group will comply with all attached conditions. Government grants relating to the
purchase of property, plant and equipment are included in non-current liabilities as deferred income and are
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
credited to profit or loss on a straight-line basis over the expected lives of the related assets.
Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary
to match them with the costs that they are intended to compensate.
(j)
Research and development
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects (relating to the design and testing of new or improved products) are
recognised as intangible assets when it is probable that the project will, after considering its commercial and
technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably.
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct
labour and an appropriate proportion of overheads. Other development expenditures that do not meet these
criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not
recognised as an asset in a subsequent period. Capitalised development costs are recorded as intangible assets
and amortised from the point at which the asset is ready for use.
(k)
Income Tax Expenses or Benefit
The income tax expense or benefit (revenue) for the period is the tax payable on the current period's taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying
amounts in the Financial Statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of assets
and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply
when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively
enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition
of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit. Deferred tax assets are only recognised for
deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities, associates and interests in joint ventures where the Parent Entity
is able to control the timing of the reversal of the temporary differences and it is probable that the differences will
not be reversed in the foreseeable future. Current and deferred tax balances relating to amounts are recognised
directly in equity.
Neurotech International Limited and its resident subsidiaries have unused tax losses. However, no deferred tax
balances have been recognised, as it is considered that asset recognition criteria have not been met at this time.
(l)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the
Statement of Financial Position.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(m)
Inventories
Inventories consist of autism related neurofeedback medical equipment being held for resale and are valued at
the lower of cost and net realisable value.
Cost is determined on the first-in first-out basis. Net realisable value is the estimate of the selling price in the
ordinary course of business, less the expected selling expenses.
(n)
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. The Group applies the AASB 9
simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade
receivables. Customers with heightened credit risk are provided for specifically based on historical default rates
and forward-looking information. Trade receivables are written off when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group. Other receivables are recognised at amortised cost, less
any provision for impairment.
(o)
Financial Assets
Classification
All the Group’s financial assets are classified in the category of “financial assets at amortised cost”. Management
determines the classification of financial assets at initial recognition. The Group does not currently hold any other
financial assets.
Measurement
Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are included in current assets, except for those with maturities greater than 12 months
after the reporting period which are classified as non‑current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method, less provision for impairment. The fair value of trade receivables and payables is
their nominal value less estimated credit adjustments.
(p)
Property, Plant and Equipment
Items of property, plant and equipment are initially recorded at historical cost less accumulated depreciation.
Depreciation is calculated on the straight-line method to write off the cost of the assets to their residual values
over their estimated useful life.
The annual rates used for this purpose, which are consistent with those used in previous years, are as follows:
Improvements to premises
Furniture and fittings
10%
20%
Computer equipment and software
20-25%
Medical and other equipment
25%
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the item will flow to the Group and the
cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the financial
year in which they are incurred.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to
retained earnings.
(q)
Intangible assets
Project Development Costs
Development costs that are directly attributable to the design and testing of identifiable and unique medical
equipment 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.
Directly attributable costs that are capitalised as part of the medical equipment product include the development
employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not
meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period. Medical equipment product development costs
recognised as assets are amortised over their estimated useful lives, which does not exceed five years.
Patents and trademarks
Patents and trademarks are capitalised on the basis of the costs incurred to acquire and bring to use the respective
medical equipment. These costs are amortised over their estimated useful lives of 5 to 15 years. Significant costs
associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite useful life of up to 15 years and are carried at cost less accumulated
amortisation and impairment losses.
(r)
Trade and Other Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received prior to the end of the
period, whether or not billed to the Group before reporting date. Trade accounts payable are normally settled
within 60 days.
Financial liabilities are initially measured at their fair value and subsequently measured at amortised cost using
the effective interest rate method.
Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or
cancelled.
(s)
Borrowings
Borrowings are recognised initially at the proceeds received and net of issue costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net
of issue costs) and the redemption value is recognised in the Statement of Profit or Loss and Other Comprehensive
Income over the period of the borrowings using the effective yield method.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(t)
Employee Benefits
Short term Employee Benefit Obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ service up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee
benefit obligations are presented as payables.
Other long-term Employee Benefit Obligations
The Group does not recognise a liability for annual leave at reporting date, annual leave taken during the course
of employment and annual leave paid to employees upon termination of employment is recognised in the financial
statements of the Group when the employee is paid for their leave.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognised
termination benefits at the earlier of the following dates:
(a) when the Group can no longer withdraw the offer of those benefits; and
(b) when the Entity recognised costs for a restructuring that is within the scope of AASB 137 and involves the
payment of terminations benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on
the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of
the reporting period are discounted to present value.
(u)
Share-based payments
Share-based payments which have been granted to employees comprise of shares, share rights and share options.
Shares
The value of shares granted and issued to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share capital). The value of shares granted and vested to
key management personnel in one year, which will be issued in a future year are recognised as an employee
benefit expense with a corresponding increase in equity (share capital reserve). Upon issuing of the shares, the
value in the share capital reserve will be transferred to share capital.
The value of shares granted and in the process of vesting to key management personnel are recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). Upon vesting
and subsequent issue of the shares, the value in the share-based payments reserve will be transferred to share
capital. The basis for the value recognised for each share is the price at the time when the terms of the grant are
agreed between the Group and the counter party.
Share rights
The value of share rights granted to key management personnel in a year is recognised as an employee benefit
expense with a corresponding increase in equity (share-based payments reserve). In the year in which the share
rights become vested, the value of share rights which have vested will be recognised in share capital reserve.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital. The basis
for the value recognised for each share right is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Share options
The fair value of options granted to employees (including Key Management Personnel) is recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value
is measured at grant date and recognised over the period during which the employees become unconditionally
entitled to the options. The fair value at grant date is determined using a Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of
dilution, the non-tradable nature of the option, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the Entity revises its estimate
of the number of options that are expected to become exercisable. The employee benefit expense recognised in
each period takes into account the most recent estimate.
This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them.
(v) Share-based Payment Transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as consideration for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group measures
the value of equity instruments granted at the fair value of the goods and services received, unless that fair value
cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by the
by reference to the fair value of the instruments granted.
(w) Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated
with the acquisition of a business are included as part of the purchase consideration.
(x)
Earnings or Loss per share
Basic earnings or loss per share are calculated by dividing the net profit or loss attributable to members of the
Parent Entity for the reporting period by the weighted average number of ordinary shares of the Group.
(y)
Fair Value
The fair values of financial assets and liabilities are determined in accordance with generally accepted pricing
models based on estimated future cash flow. There are currently no assets and liabilities which require fair valuing
under the measurement hierarchy. Due to their short-term nature, the carrying amounts of the current
receivables, current payables and current borrowings are assumed to approximate their fair value.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(z) Goods and Services Tax
Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and
services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from,
or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial
Position.
Cash flows are included in the Statement of Cash Flow on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authorities
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
2.
Segment Information
The Directors have considered the requirements of AASB 8 – Operating segments. Operating segments are
identified, and segment information disclosed on the basis of internal reports that are regularly provided to, or
reviewed by, the Group’s chief operating decision maker, which is the Board of Directors. In this regard, such
information is provided using similar measures to those used in preparing the consolidated statement of profit or
loss and other comprehensive income, consolidated statement of financial position and consolidated statement
of cash flows.
One segment is identified, being Medical Device Development and Distribution.
The segment ‘Medical Device Development and Distribution, represents the operations of the subsidiary entities,
being AAT Research & AAT Medical. The operation of the parent company Neurotech International Limited is
considered to be part of the ‘Medical Device Development’ segment as its sole purpose is to provide financial,
operational and strategic support the subsidiary entities.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue represents the value of medical equipment and services sold by the Group.
Sales Mente Products
4.
OTHER INCOME
Shipping of Sales Products
Interest Income
Government Grants
5.
EXPENSES
Cost of sales expenses
Cost of units sold (Mente Products)
Mente 3 production rejects
Obsolete stock written off (back)
Finance expenses
Interest – bank overdraft
Finance expense - leases
Finance expense - Convertible Notes
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
77,366
77,366
194,556
194,556
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
2,975
1,755
-
4,730
2,990
7,958
48,288
59,236
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
31,483
-
31,483
(28,482)
3,001
62,512
10,566
73,078
290,666
363,744
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
2,809
2,429
418,436
423,674
2,006
-
-
2,006
The Group issued convertible notes with a face value of $300,000 that were subsequently converted to shares and
options during the year and a finance expense was recognised based on the fair value of equity instruments issued
in excess of the face value of the convertible notes as noted below.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Conversion of Convertible Notes
On 8 October 2019 the Company issued 300,000 Convertible Notes with an expiry date of 31 December 2021.
The key terms of the Convertible Notes are as follows:
Maturity date: 31 December 2021
Face value: $1.00
Interest rate: 8% per annum calculated daily from advanced date
Holders may elect to convert at any time prior to the maturity date at a conversion price of the lesser of $0.02 per
share or a 10% discount to the 5-day VWAP of trading on ASX up to but not including the day of the issue of the
conversion notice.
For each share issued there will be an attaching option with an exercise price of 130% of the conversion price and
with an expiry date of 31 January 2023.
On 3 March 2020 Convertible Notes with a face value of $25,000 were converted, resulting in the issue of
3,987,832 shares at $0.0065 (With a fair value of $0.007 in accordance with accounting standards). The difference
between the fair value of equity issued ($27,915) and the debt settled ($25,000) was recognised as a finance cost
in the consolidated statement of profit or loss and other comprehensive income totalling $2,915. In addition,
under the convertible note agreement 3,987,832 options were issued with an exercise price of $0.0084 expiring
31 March 2023. The options were valued at $17,373 using Black-Scholes option pricing model with a volatility of
110%.
On 6 April 2020 Convertible Notes with a face value of $275,000 were converted, resulting in the issue of
75,483,928 shares at $0.003793 (With a fair value of $0.005 in accordance with accounting standards). The
difference between the fair value of equity issued ($377,420) and the debt settled ($275,000) was recognised as
a finance cost in the consolidated statement of profit or loss and other comprehensive income totalling $102,420.
In addition, under the convertible note agreement 75,483,928 options were issued with an exercise price of $0.005
expiring 31 January 2023. The options were valued at $243,710 using Black-Scholes option pricing model with a
volatility of 110%.
The total value of the options issued was $261,083 and has been recognised as a finance expense.
There were 4,000,000 options issued to advisors at a value of $33,600 in addition to a capital raising fee of $18,419
by the Group during the year for a fee managing and arranging the $300,000 Convertible Note issue and were
valued using the Black Scholes model with the following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Unlisted options
4,000,000
$0.014
$0.0189
100%
3 years
0.00%
1.00%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Impairment expense
Write down of the value of Mente Products
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
-
-
2,012,274
2,012,274
The impairment expense of $2,012,274 was recognised for the year ended 30 June 2019. This amount relates to
the impairment of the Group’s range of Mente products, which were capitalised as an intangible asset.
Development costs are carried at cost less accumulated amortisation. The total amount of development costs has
been subject to impairment testing. If impairment indicators are identified, the recoverable amount is estimated
using the higher of value-in-use methodology or fair value less costs of disposal. The board has determined that
there was full impairment at 30 June 2019 and accordingly the net carrying value was written down to nil.
6.
SHARE BASED PAYMENTS
The primary purpose of share-based payments is to remunerate Directors, other Key Management Personnel and
Service providers for the services rendered to the Group.
Expense recognised for the year for options previously issued to Peter
Griffiths
Expense recognised for share rights issued to former directors
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
45,298
91,654
-
45,298
13,905
105,559
Options issued to Peter Griffiths
The share-based payments expense for the year ended 30 June 2020, include an amount of $45,298 representing
the continued vesting of the options issued to the Group’s CEO Peter Griffiths on 1 December 2018. The issue of
options was approved by shareholders at the November 2019 Annual General Meeting.
The assessed fair value of these options was determined using a Black-Scholes option pricing model with the
following inputs:
Input
Tranche 1
Tranche 2
Total
Number of options
6,500,000
5,429,754
11,929,754
Underlying share price
Exercise price
Expected volatility
Expiry date (years)
Expected dividends
Risk free rate
Value
$0.0190
$0.0589
100%
5.0
-
$0.0190
$0.0199
100%
5.0
-
1.03%
1.03%
$71,221
$76,074
$147,295
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The options vest over the period of service up to 1 December 2020 and accordingly the options have been
expensed over the vesting period. The amounts expensed during the year ended 30 June 2020 are shown below:
Name
No. of options
2020 Expense $
2019 Expense $
Peter Griffiths (Tranche 1)
6,500,000
21,903
Peter Griffiths (Tranche 2)
5,429,754
Total
11,929,754
23,395
45,298
44,317
47,337
91,654
During the year ended 30 June 2020 6,000,000 options were issued to Directors on 19 November 2019 and were
approved by shareholders at the 2019 Annual General Meeting. A remuneration expense of $50,400 has been
recognised during the year in relation to these options which were valued using the Black Scholes model with the
following inputs:
Number of options in series
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Unlisted options
6,000,000
$0.014
$0.0189
100%
3 years
0.00%
1.00%
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2020 are provided in the
Remuneration Report on pages 11 to 17.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7.
INCOME TAX
The current taxation charge comprises taxation at 27.5% on the profit generated by one of the Group’s entities as
adjusted for tax purposes.
A deferred taxation asset arising on temporary differences and unused tax losses has not been recognised in these
financial statements.
CONSOLIDATED
30 June 2020 ($)
30 June 2019($)
The numerical reconciliation between tax expense and the accounting
loss before income tax multiplied by the Group's applicable income tax
rate is as follows:
Accounting (loss) before income tax
(1,713,439)
Income tax benefit calculated at the Group's statutory income tax rate of
27.5% (2019: 27.5%)
Tax effect of non-deductible expenses
Tax losses not brought to account
Income tax benefit
(4,802,208)
(471,196)
(1,320,607)
126,726
344,470
-
-
1,320,607
-
The total tax losses not brought to account are at estimated at $4,032,377 (2019: $2,779,758).
The benefit for tax losses will only be obtained if:
(a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the losses to be realised;
(b) the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
8.
FINANCIAL RISK MANAGEMENT
i. Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks arise
in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s
portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity
and flexibility of the Group’s operations and activities.
This note presents information about the Group's exposure to each of the above risks, their objectives, policies
and processes for measuring risk and the management of capital.
The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for approving
and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for monitoring
appropriate processes for identifying, monitoring and managing significant business risks faced by the Group and
considering the effectiveness of its internal control system.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk oversight,
management of material business risks and internal control.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Borrowings
Lease liability
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
12,358
59,511
71,869
672,897
46,582
7,619
727,098
474,682
30,621
505,303
229,260
126,075
-
355,335
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks only
with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
Trade receivables
Counterparties without external credit rating, past due but not impaired
Existing customers (more than 6 months) with no defaults in the past
-
1,777
Counterparties without external credit rating, past due and impaired
Gross Value
Doubtful Debt Provision
Net Value
Other receivables
Security Deposit
Other receivables
73,893
(65,317)
8,666
8,576
26,685
24,160
50,845
80,779
(80,779)
-
1,777
28,844
-
28,844
Total trade and Other receivables
59,421
30,621
Cash at bank and Commercial Bills **
Cash at bank – St George Bank and Bank of Valletta Plc.
Petty cash account
11,924
434
12,358
474,312
370
474,682
**Bank of Valletta is currently rated ‘BBB’ by an international rating agency and St George Bank has an “AA” credit rating, HiFX is a 100% owned
subsidiary of Euronet Worldwide Inc (NASDAQ: EEFT) which has a market capitalization of USD$4.96 billion as of 28 August 2018. Neither HiFX
nor Euronet have a published credit rating.
Security deposits relate to manufacturing of Mente Autism units and a security deposit for the Group’s premises
in Malta.
iv. Liquidity Risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has determined
an appropriate Liquidity Risk Management Framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves and continuously monitoring budgeted and actual cash flows and matching the maturity
profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2020
Trade payables
Borrowings
Total
Group - at 30 June 2019
Trade payables
Borrowings
Total
664,534
46,583
711,117
154,220
126,075
280,295
-
-
-
-
-
-
-
-
-
-
-
-
664,534
46,583
711,117
154,220
126,075
280,295
664,534
46,583
711,117
154,220
126,075
280,295
The Group has an unsecured General Banking Facility of €60,000 ($98,183) by Bank of Valletta P.L.C., which was
drawn to €28,467 ($46,583) at 30 June 2020.
v.Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s income
or the value of its holdings of financial instruments. The objective of Market Risk Management is to manage and
control market risk exposures within acceptable parameters, while optimising return.
vi. Foreign Exchange Risk
The Group is exposed to currency risk on financial assets or liabilities that are denominated in a currency other than
the respective functional currencies of the Group's, the Australian Dollar (AUD) for Parent Entity and Euro (EUR) for
the subsidiaries of Consolidated Entity.
The Parent Entity which has a functional currency of Australian Dollars has no exposure to foreign exchange risk as
there are no financial assets or liabilities denominated in a foreign currency (30 June 2019: nil). The subsidiaries of
the of the Parent Entity, which have a functional currency of the Euro (EUR) have no exposure to foreign exchange
risk as there are no financial assets or liabilities denominated in a foreign currency (30 June 2019: nil).
vii. Interest Rate Risk
The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents.
As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially
independent of changes in market interest rates. The Group has a low level of interest-bearing liabilities and as such
does not actively manage exposure to interest rate risk
Profile
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial instruments
are:
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Variable Rate Instruments
Financial Assets
Financial Liabilities
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
12,358
(46,583)
(34,225)
474,682
(78,335)
396,347
As at 30 June 2020, the Group had negative net cash of A$34,225 comprising borrowings of $46,583 (€28,467),
and cash reserves of A$12,358 (€5,019 and A$4,144).
The average interest rates on the Group’s borrowings were as follows:
Bank overdrafts
Bank loans
Maturity of interest-bearing loans and borrowings
Repayable on demand
Less than 6 months
Between 1 and 2 years
Between 2 and 5 years
5 years and over
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
5.65%
-
5.65%
-
46,583*
78,335*
-
-
-
-
-
-
-
-
*AUD equivalent values of borrowings denominated in Euros.
The Group’s borrowings are represented by an overdraft which is repayable on demand.
The Group’s exposure to interest rate risk and effective weighted average interest rate by maturing periods is set
out in tables below. All cash balances and borrowings are subject to a floating interest rate. The Group does not
earn interest on cash held in the EUR currency, and the below stated weighted average interest rate reflects this.
30 June 2020
Cash and cash equivalents
Borrowings
Weighted Average
Effective Interest
Rate
0.57%
5.65%
Cash Available for use
Borrowings Payable
on Demand
Total
12,358
-
-
46,583
12,358
46,583
30 June 2019
Cash and cash equivalents
Borrowings
Weighted Average
Effective Interest
Rate
0.57%
5.65%
Cash Available for use
Borrowings Payable
on Demand
Total
474,682
-
474,682
-
78,335
78,335
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate risk
as exposure to such risk was not deemed to be significant by the directors since these assets are of a short- term
nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably probable at the end of the reporting period to be immaterial.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
The Board’s assessment of a reasonably possible change in interest rates relating to the Company’s Cash and Cash
equivalents and borrowings is disclosed in the table below:
Cash and cash equivalents
Borrowings
Number of basis points
25
100
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates at
the end of the reporting period to be immaterial based on the current amounts of cash and cash equivalents and
borrowings.
9.
CAPITAL MANAGEMENT
When managing capital, the Board’s objective is to ensure the Group continues as a going concern as well as to
maintain optimal returns to Shareholders and benefits for other Stakeholders. The Board also aims to maintain a
capital structure that ensures the lowest cost of capital available to the Group.
The Board is constantly adjusting the capital structure to take advantage of favourable costs of capital or high
return on assets. As the market is constantly changing Management may issue new shares, sell assets to reduce
debt.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of
borrowings and the advantages and security afforded by a sound capital position although there is no formal policy
regarding gearing levels whilst this position has not changed.
The Group has no formal financing and gearing policy or criteria during the year having regard to the early status
of its development and low level of activity. This position has not changed from the previous year.
10.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following
Consolidated Statement of Financial Position amounts:
Cash at Bank and on hand
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
12,358
12,358
474,682
474,682
No amount of the Group’s Cash at bank and on hand is restricted (30 June 2019: Nil). Refer to Note 8 Financial Risk
Management for risk exposure analysis for Cash and cash equivalents.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11.
TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for non-recovery
Net Trade receivables
Security Deposits
GST/VAT/Sales Tax Receivable
Prepayments
12.
RIGHT OF USE ASSET
Right of use asset
Accumulated depreciation
13.
PAYABLES
Trade payables
Accrued expenses
14.
INTEREST-BEARING LOANS AND BORROWINGS
Current Borrowings
Bank overdrafts
Loan from Director related entity
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
73,983
(65,317)
8,666
26,485
24,160
2,380
61,691
82,555
(80,778)
1,777
28,844
138,171
9,274
178,066
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
405,408
(398,652)
6,756
-
-
-
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
664,534
8,363
672,897
154,220
75,040
229,260
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
46,582
-
46,582
78,335
47,740
126,075
As at 30 June 2019, the Group owed €29,500 ($47,740) for funds advanced by an entity related to Mr Winton
Willesee, a director of the Parent company. This advance was repaid during July 2019, and no interest was payable.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15.
CONTRIBUTED EQUITY
Ordinary Shares
Total Share Capital
CONSOLIDATED
2020 (Shares)
2019 (Shares)
2020 ($)
2019 ($)
215,215,629
135,743,869
15,498,123
15,099,925
215,215,629
135,743,869
15,498,123
15,099,925
(a)
Movements of share capital during the year
Date
Details
No of shares
Issue price ($)
$
Opening Balance as at 01/07/2018
109,012,046
14,309,941
03.12.2018
Issued to Wolfgang Storf
04.12.2018
Issued to David Cantor
466,000
142,857
25.02.2019
Issue of shares pursuant to prospectus
26,122,966
25.02.2019
Cost of Share Issue
0.16
0.047
0.03
74,560
6,714
783,689
(74,979)
Closing Balance as at 30/06/2019
135,743,869
15,099,925
Date
Details
No of shares
Issue price ($)
$
Opening Balance as at 01/07/2019
135,743,869
15,099,925
03.03.2020
Issue of shares pursuant to conversion of
Convertible Note
06.04.2020
Issue of shares pursuant to conversion of
Convertible Note
06.04.2020
Cost of Share Issue
3,987,832
0.007
27,915
75,483,928
0.005
377,420
(7,137)
15,498,123
Closing Balance as at 30/06/2020
215,215,629
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16.
OTHER RESERVES
CONSOLIDATED
Capital Reserve
($)
Share Based Payments
Reserve ($)
Foreign Currency
Translation Reserve ($)
Balance at 30 June 2018
74,560
1,192,044
Foreign exchange movement
-
-
Issue of shares to Directors
(74,560)
13,905
Issue of options to Directors
-
91,654
33,338
54,280
-
-
Issue of shares to Directors
-
(6,714)
-
Balance at 30 June 2019
-
1,290,889
Foreign exchange movement
-
-
Share based payments
-
390,380
Balance at 30 June 2020
-
1,681,269
87,618
(10,067)
-
77,551
(a)
Capital Reserve
The capital reserve is used to record the value of the shares which have been agreed to issue but have not yet
been issued.
(b)
Share-based payments Reserve
The share-based payments reserve represents the value of options and share rights issued to key management
personnel, vendors and for services in relation to capital raisings. The share-based payments reserve is used to
record the value of the share-based payments provided to employees, consultants and for options issued pursuant
to any acquisition or in exchange for services. Further detail on share-based payments is provided at Note 6.
(c)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of Financial
information of the Group’s Maltese subsidiaries which have a functional currency of the Euro.
17.
ACCUMULATED PROFIT/(LOSS)
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
Accumulated (loss) at the beginning of the year
(16,181,019)
(11,378,811)
Adjustment for the adoption of AASB16 Leases
(8,778)
-
Comprehensive (loss) attributable to shareholders
(1,713,439)
(4,802,208)
Accumulated (loss) at the end of the year
(17,903,236)
(16,181,019)
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18.
CASH FLOW INFORMATION
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
Depreciation & amortisation
Share based payment
Finance charges – Convertible Note
Lease payments
Impairment of intellectual property
Fixed assets write off
Changes in assets & liabilities
Decrease in trade and other receivables
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
Increase/(Decrease) arising from exchange rate movements
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
(1,713,439)
(4,802,208)
81,082
129,297
366,418
(91,426)
-
-
116,375
-
438,929
(10,067)
-
105,559
-
-
1,640,641
374,200
130,107
70,981
(116,612)
54,281
Cash flow used in Operating Activities
(682,831)
(2,543,052)
19.
INTERESTS IN OTHER ENTITIES
Name of Entity
Place of business/country
of incorporation
AAT Research Ltd
AAT Medical Ltd
Malta
Malta
Ownership Interest
held by the Group
2020
100%
100%
2019
Principal Activities
100%
Parent Group of AAT Medical Ltd
100%
Executing medical research projects and
Developing novel technological devices
that are marketable
20.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
As included in the Review of Operations, on 3 July 2020 the Group announced that it had secured an exclusive
worldwide licence to use proprietary cannabis strains from Dolce Cann Global Pty Ltd for medicinal use in treating
autism, epilepsy and ADHD.
On 3 July 2020 the Group paid a non-refundable deposit of $50,000 to Dolce Cann under the terms of the licencing
agreement, and will issue 33,000,000 ordinary shares at an issue price of $0.005 per share together with
33,000,000 free options which were approved at the shareholder General Meeting held today 31 August 2020.
The Group has also raised $500,000 through the issue of 100,000,000 ordinary shares at an issue price of $0.005
per share. On 22 July 2020 32,250,000 of these ordinary shares were issued raising $161,250 before expenses,
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
with the issue of the remaining 67,750,000 ordinary shares to raise $338,750 approved at shareholder General
Meeting held today 31 August 2020. A further 5,000,000 ordinary shares at an issue price of $0.005 per share
together with 5,000,000 free options will be issued to unrelated party in lieu of professional fees relating to the
licence agreement.
On 31 August 2020 shareholders approved a series of resolutions for the issue of equity in relation to the Dolce
transaction, debt to equity conversions, and a capital raising.
Other than the above, no matters or circumstances have arisen since 30 June 2020 that has significantly affected,
or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs
in future financial years.
21.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and its
related parties.
Audit and Other Assurance Services
BDO Audit (WA) Pty Ltd
Total remuneration for Audit and Other Assurance Services
Other Service
Non auditing service - BDO Corporate Finance (WA) Pty Ltd
Total remuneration for Other Service
22.
COMMITMENTS
Not later than one year
Later than one year but not later than five years
Later than five years
TOTAL
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
33,182
33,182
1,168
1,168
36,977
36,977
2,006
2,006
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
7,706
-
-
7,706
92,473
7,706
-
100,179
The Group has an Office Lease Agreement in respect of a premise within the Malta Life Sciences Park in San Gwann,
Malta (Office Lease) that expires on 29 July 2020. The Group has an option to extend the term for a further 5 years,
but this has not been exercised and the lease terminated on 29 July 2020.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23.
LOSS PER SHARE
The calculation of basic loss per share as at 30 June 2020 was based on the loss attributable to ordinary Shareholders of
$1,713,439 (2019: $4,802,208) and a weighted average number of ordinary shares outstanding during the year of
154,570,880 (2019: 118,311,905).
Basic loss per share (cents per share)
(1.11)
(4.06)
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
(Loss) used in the calculation of Earnings (Loss) Per Share
(1,713,439)
(4,802,208)
Weighted average number of ordinary shares
154,570,880
118,311,905
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
24.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any other
material contingent liabilities outstanding as at 30 June 2020.
25.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2020 and 30 June 2019, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities.
The fair values of non-current financial assets and non-current financial liabilities are not materially different from
their carrying amounts.
26.
RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is Neurotech International Limited (NTI). NTI owns 100% of the issued ordinary
shares of AAT Research Limited (directly), AAT Medical Limited, and AAT Intellectual Property Limited (indirectly)
which are the subsidiaries of AAT Research Limited. All subsidiaries are incorporated in Malta.
Wholly-owned Group transactions
Loans made by Neurotech International Limited (NTI) to wholly-owned subsidiary companies are contributed to
meet required expenditure payable on demand and are not interest bearing.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Key Management Personnel
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payment
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
414,177
-
-
95,698
509,875
505,334
2,069
143,537
105,559
756,499
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2020 are provided in the
Remuneration Report on pages 11 to 17.
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transaction occurred with related parties for the year ended 30 June 2020.
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
Administration fee to Tribis Pty Ltd
Administration fee to Azalea Consulting Pty Ltd
Bookkeeping and accounting services to Valle Corporate Pty Ltd
End of period
-
70,200
19,591
89,791
82,500
8,970
2,277
93,747
Notes in relation to the table of related party transactions.
Payments to Tribis Pty Ltd (director related entity of a former director Simon Trevisan) for corporate
administration services including company secretarial and accounting services and front and registered office
services.
Payments to Azalea Consulting Pty Ltd (director related entity of Winton Willesee) for corporate administration
services including company secretarial and accounting services and front and registered office services.
Payments to Valle Corporate Pty Ltd (director related entity of Winton Willesee) for bookkeeping and financial
reporting services fees.
Loans to/from related parties
At 30 June 2019, the Group owed €29,500 ($47,740) for funds advanced by an entity related to Mr Winton
Willesee, a director of the Parent company. This advance was repaid during July 2019, and no interest was payable.
There were no other related parties’ transactions to individual or Directors of the Group during the period ended
30 June 2020.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27.
PARENT ENTITY INFORMATION
The following information related to the Parent Entity, Neurotech International Limited, as at 30 June 2020.
The information presented here has been prepared using accounting policies as presented in Note 1.
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
(Net Asset Deficiency)/Net Assets
Loss for the year
Other comprehensive profit/(loss) for the year
Total Comprehensive Loss for the Year
30 June 2020 ($)
30 June 2019 ($)
15,189
476,578
-
-
15,189
476,578
480,461
143,120
-
480,461
(465,272)
-
143,120
333,458
(1,161,729)
(4,884,841)
-
-
(1,161,729)
(4,884,841)
There are no other separate commitments and contingencies for the parent entity other than Management
commitments stated in Note 24 or the Group as at 30 June 2020.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 57
DIRECTORS’ DECLARATION NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020 PAGE 58 In the opinion of the Directors of Neurotech International Limited (Group): (a) the Financial Statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, and Notes set out on pages 23 to 57, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of their performance, for the financial period ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; and other mandatory professional reporting requirements. (b) the Financial Report also complies with International Financial Reporting Standards as disclosed in Note 1; and (c) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Financial Officer for the financial period ended 30 June 2020. Signed in accordance with a resolution of the Directors. Winton Willesee Non-Executive Director Dated at Perth, Western Australia, 31 August 2020 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Neurotech International Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Neurotech International Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2020, 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 a summary of significant accounting policies
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 30 June 2020 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.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia 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.
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 Convertible Notes
Key audit matter
How the matter was addressed in our audit
During the year the Group entered into a
Loan and Convertible Note Subscription
Agreement (“The Agreement”) under which
it issued convertible notes to subscribers.
The Agreement entitled note holders to
receive share options upon conversion of
these notes into ordinary share capital. As
disclosed in Notes 1 and 5 of the financial
report these notes were converted into
share capital during the year and options
were issued to the holders in accordance
with this arrangement.
Given the complexity of accounting for the
issuance and conversion of these convertible
notes, the estimates used in valuing related
equity instruments and the significance of
this transaction to the financial report, we
consider this to be a key audit matter.
Our procedures included, but were not limited to the
following:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Reviewing relevant supporting documentation
to obtain an understanding of the contractual
nature, terms and conditions of the convertible
note arrangements;
Reviewing management’s accounting
treatment for the convertible notes, involving
our internal technical specialists where
necessary;
Reviewing management’s calculation of the
fair value of equity instruments issued on
conversion of the notes;
Involving our internal valuation specialists to
assess the reasonableness of volatility used by
management in valuing options issued under
The Agreement; and
Assessing the adequacy of the related
disclosures in Notes 1 and 5 of the financial
report.
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 30 June 2020, 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 the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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.
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 11 to 17 of the directors’ report for the
year ended 30 June 2020.
In our opinion, the Remuneration Report of Neurotech International Limited, for the year ended 30
June 2020, 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 (WA) Pty Ltd
Jarrad Prue
Director
Perth, 31 August 2020
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 1 August 2020.
1.
Quotation
Listed securities in Neurotech International Limited are quoted on the Australian Securities Exchange under ASX
code NTI (Fully Paid Ordinary Shares) NTIO (Listed Options).
2.
Voting Rights
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote in
person or by proxy or by attorney; and
on a show of hands, every person present, who is a member has one vote, and on a poll every
person present in person or by proxy or attorney has one vote for each ordinary share held.
There are no voting rights attached to any Options on issue.
3.
i)
Distribution of Equity Securities:
Fully paid Ordinary Shares
Shares Range
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
25
135
110
464
257
991
Units
7,046
424,877
899,960
21,588,740
224,545,006
247,465,629
%
-
0.17
0.36
8.72
90.75
100.00%
On 1 August 2020, there were 538 holders of unmarketable parcels of less than 8,156,832 ordinary shares (based
on the closing share price of $0.01).
ii)
Unlisted Options exercisable at $0.06 on or before 31 March 2020
Shares Range
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
4
18
10
38
32
102
Units
184
65,101
79,918
1,653,666
24,324,097
26,122,966
%
0.00
0.25
0.31
6.33
93.11
100.00%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 63
iii)
Unlisted Options exercisable at $0.20 on or before 30 November 2020
Shares Range
Holders
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
8
8
1Holders who hold more than 20% of securities are:
Rhaegar Pty Ltd - 2,529,076 options
10,894,3901
100.00
10,894,390
100.00%
iv)
Unlisted Options exercisable at $0.0189 on or before 18 November 2022
Shares Range
Holders
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
4
4
10,000,0001
10,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Jameker Pty Ltd - 4,000,000 options
Seivad Investments Pty Ltd - 2,000,000 options
Chincherinchee Nominees Pty Ltd - 2,000,000 options
MR David Steven Cantor - 2,000,000 options
v)
Unlisted Options exercisable at $0.0589 on or before 18 November 2024
Shares Range
Holders
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
1
1
1Holders who hold more than 20% of securities are:
Shimano Ventures Ltd - 6,500,000 options
6,500,0001
6,500,000
100.00
100.00%
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 64
vi)
Unlisted Options exercisable at $0.0199 on or before 18 November 2024
Shares Range
Holders
Units
vii)
Unlisted Options exercisable at $0.0084 on or before 31 January 2023
Shares Range
Holders
Units
5,429,7541
5,429,754
100.00
100.00%
3,987,8321
3,987,832
100.00
100.00%
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
1
1
1Holders who hold more than 20% of securities are:
Shimano Ventures Ltd - 5,429,754 options
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
1
1
1Holders who hold more than 20% of securities are:
Mrs Sadaf Zahra - 3,987,832 options
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
4
4
-
-
-
-
-
-
-
-
-
-
-
-
viii)
Unlisted Options exercisable at $0.005 on or before 31 January 2023
Shares Range
Holders
Units
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
75,483,9281
75,483,928
100.00
100.00%
1Holders who hold more than 20% of securities are:
Javaler Pty Ltd - 22,645,178 options
J & J Bandy Nominees Pty Ltd - 22,645,178 options
Mr Stephen John Dobson - 15,096,786 options
Chincherinchee Nominees Pty Ltd - 15,096,786 options
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 65
4.
Substantial Shareholders
The names of the substantial shareholders listed on the Company’s register as at 1 August 2020 are:
Name: J & J Bandy Nominees Pty Ltd
Holder of: 23,344,887 fully paid ordinary shares, representing 10.85% as at 6 April 2020
Notice Received: 9 April 2020
Name: Jalaver Pty Ltd
Holder of: 22,645,178 fully paid ordinary shares, representing 10.52% as at 6 April 2020
Notice Received: 9 April 2020
Name: Bonvoyolo Pty Ltd
Holder of: 12,596,786 fully paid ordinary shares, representing 5.85% as at 6 July 2020
Notice Received: 14 July 2020
5.
Restricted Securities
There are no restricted securities listed on the Company’s register.
6.
On market buy-back
There is currently no on market buy back in place.
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 66
7.
Twenty Largest Shareholders:
The twenty largest shareholders of the Company’s quoted securities as at 1 August 2020 are as follows:
Name
No. of Shares
1
2
3
4
5
6
7
8
J & J BANDY NOMINEES PTY LTD
JALAVER PTY LTD
CHINCHERINCHEE NOMINEES PTY LTD
TRIBIS PTY LTD
CITICORP NOMINEES PTY LIMITED
BR CORPORATION PTY LTD
CLAYTON CAPITAL PTY LTD
SIAWADE PTY LTD
22,670,720
20,700,000
12,596,786
8,738,434
6,774,512
5,925,000
5,000,000
4,000,000
9 MR BO HE
3,652,290
10
SURF COAST CAPITAL PTY LTD
11 MISS ELISABETH JANE D'SYLVA
12
J & J BANDY NOMINEES PTY LTD
13 MR ALEXANDER GRECH
14
EMPIRE CAPITAL PARTNERS PTY LTD
15 COMSEC NOMINEES PTY LIMITED
16
WINDELL HOLDINGS PTY LTD
17 DEMASIADO PTY LTD
17 HITMASTER PTY LTD
17 MAX CAP INVESTMENTS PTY LTD
17 MR BILAL AHMAD
17 MR ROHAN CHARLES EDMONDSON
17
TYF HOLDINGS PTY LTD
17 MRS SUGANDI WITHARANAGE RODRIGO
17 HERITAGE PACIFIC PTY LTD
17
ROBERT MICHAEL BAKER
17
SABRELINE PTY LTD
18
FLOURISH SUPER PTY LTD
19
GIANFAM INVESTMENTS PTY LTD
20 MR DUNCAN THAIN CRAIB
TOTAL
3,250,000
3,200,000
3,000,000
2,965,624
2,859,012
2,456,178
2,315,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
1,957,778
1,900,000
%
9.16
8.36
5.09
3.53
2.74
2.39
2.02
1.62
1.48
1.31
1.29
1.21
1.20
1.16
0.99
0.94
0.81
0.81
0.81
0.81
0.81
0.81
0.81
0.81
0.81
0.81
0.79
0.77
1,753,008
0.71
135,714,342
54.86%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 67
8.
Twenty Largest NTIO Listed Option Holders
The twenty largest listed option holders of the Company’s quoted securities as at 1 August 2020 are as follows:
Name
No. of Options
1
2
3
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
TRIBIS PTY LTD
SHIMANO VENTURES LTD
4 M & K KORKIDAS PTY LTD
5 MR SAMUEL GERSHON JACOBS & MRS SARITA DEVI
JACOBS & MISS MANEKHA BRIDGETTE JACOBS
6,666,667
3,333,334
2,091,543
1,400,000
1,000,000
5 MR WAFA MUHAMMAD IQBAL
1,000,000
6 MISS LIJIAO CHEN
7 MRS SADAF ZAHRA
8 MR BHUBAN JOSHI
9 MR DANIEL AARON HYLTON TUCKETT
10 WINDELL HOLDINGS PTY LTD
10 OFF KEY PTY LIMITED
11 SHIMANO VENTURES LTD
12 MR BILAL AHMAD
13 AVONMORE HOLDINGS GROUP LIMITED
14 MS EUNICE WILMA CARDWELL
15 MR PETER RICHARD DAY
16
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
17 DEWVER PTY LTD
18 MR FARBOD NASSERI
19 FENBRIDGE PTY LTD
20 GA & AM LEAVER INVESTMENTS PTY LTD
744,000
690,518
609,781
609,250
600,000
600,000
543,247
500,000
444,420
400,000
392,701
360,000
255,000
250,000
200,000
185,000
%
25.52
12.76
8.01
5.36
3.83
3.83
2.85
2.64
2.33
2.33
2.30
2.30
2.08
1.91
1.70
1.53
1.50
1.38
0.98
0.96
0.77
0.71
TOTAL
22,875,461
87.58%
NEUROTECH INTERNATIONAL LIMITED ANNUAL REPORT 2020
PAGE 68