Osteopore Limited
Annual Report 2023

Plain-text annual report

OSTEOPORE LIMITED AND ITS CONTROLLED ENTITIES ACN 630 538 957 CONSOLIDATED ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 Osteopore Limited and its Controlled Entities Consolidated Annual Report For the year ended 31 December 2023 CORPORATE INFORMATION Directors Mark Leong Professor Teoh Swee Hin Daniel Ow Michael Keenan (Appointed on 18 July 2023) Company Secretary Kellie Davis (Appointed on 26 January 2023) Registered and Principal Office Level 5, 191 St. Georges Terrace Perth WA 6000 Telephone: +61 2 8072 1400 Share Register Automic Level 5, 126 Phillip Street Sydney NSW 2000 Auditor Grant Thornton Audit Pty Ltd Central Park Level 43, 152-158 St Georges Terrace Perth WA 6000 Website https://www.osteopore.com/ 1 Osteopore Limited and its Controlled Entities Consolidated Annual Report For the year ended 31 December 2023 CONTENTS Letter from the Chairman Directors’ Report 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 Auditor’s Report Additional ASX Information PAGE 3 5 22 23 24 25 26 27 62 63 66 2 Osteopore Limited and its Controlled Entities Letter from the Chairman On behalf of the Board, I would like to present the 2023 Annual Report to shareholders. Osteopore Limited (“Osteopore” or the “Company”) is a Singapore-founded regenerative medicine company and a global leader in 3D-printed biomimetic and bioresorbable implants. The Company operates in the high-growth regenerative medicine sector, where exciting surgical interventions that harness the body’s regenerative capabilities are being developed and commercialised. As one of the prime movers in this nascent sector, Osteopore maintains its commitment to bone and rhinoplasty products with significant clinical validation, regulatory approval and geographical presence. In 2023, Osteopore was delighted to achieve 31% year-on-year revenue growth, which culminated in a record high of $2,217,409 in annual sales. In doing so, we crossed the milestone of 100,000 implants globally while maintaining our safety and efficacy standards. Geographically, South Korea and Vietnam continue to account for a significant portion of the Company’s annual revenue (2023: 60% vs 2022: 65%). Notably, in the 6 other countries where revenue is less than $100,000, the average revenue has increased significantly in 2023. Specifically, the average revenue across these 6 jurisdictions increased by 109% in 2023 compared to 2022. This translates to an average increase of $32,944 per jurisdiction, with the average revenue rising from $30,313 in 2022 to $63,257 in 2023. During the year, revenue recorded in the Philippines and the Netherlands increased significantly that resulted in those geographical segments being within the top 10 revenue earners (see Note 3). The Company has demonstrated its resolve to leverage the countries in its top-performing region to accelerate revenue growth, subsequently controlling the costs associated with geographical expansion. The vertical integration of the aesthetic business led to a 1,883% growth in the Philippines and a further 177% growth in Vietnam. In other countries, the Netherlands grew by 317%, South Africa by 237%, and Indonesia by 169%. In July 2023, the Company announced the appointment of Dr. Lim Yujing as CEO. Under Dr. Lim’s direction in the second half of 2023, the Company’s net losses decreased by 36% as compared to the first half of 2023. Additionally, with stronger cost controls in place, the Company saw a 30% reduction in sales, marketing, and business development expenses, while demonstrating year-on-year, quarter-on-quarter revenue growth. With our major business segments – craniofacial and aesthetic – continuing to trend upward, Osteopore has made key moves in selected markets to expand our orthopaedic and dental segments. In 2023, Osteopore signed a distribution partner in Singapore for our dental business, while our orthopaedic products and initial clinical outcomes were presented at the Singapore Orthopaedic Association 45th Annual Scientific Meeting (November 2023) and the Gleneagles International Cartilage Regeneration & Joint Preservation Society (ICRS) Masterclass in Malaysia (March 2024). In 2024, Osteopore will maintain its focus on revenue growth across our major segments and in our top- performing countries. The highly anticipated launch of our orthopaedics business will provide a new revenue stream for the Company. Driven by a desire to scale faster amidst the backdrop of a rapidly changing industry, the Company will continue to review – and if necessary – refresh its distribution network. Moreover, the Company is committed to proactively reviewing its business model to position itself for opportunities to collaborate with industry peers. The poor macroeconomic conditions of 2023 coupled with a significant undervaluation of the Company has diluted the opportunities to replenish capital. To support our growth strategy, the Company will continue to seek opportunities that align Osteopore with our shareholders and potential strategic or institutional investors, to sufficiently recapitalise the Company. We believe that Osteopore’s undervaluation is momentary, which the Company hopes to correct with the delivery of improved commercial outcomes. 3 Osteopore Limited and its Controlled Entities Letter from the Chairman The Company wishes to thank its shareholders for their continued support and patience as Osteopore navigates the way forward. Yours faithfully Mark Leong Executive Chairman Osteopore Limited 4 Osteopore Limited and its Controlled Entities Directors’ Report The directors present their report, together with the consolidated financial report for Osteopore Limited (“Osteopore” or the “Company”) and its controlled entities (“Group”), for the year ended 31 December 2023. DIRECTORS The names and details of the Company's directors in office during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated. Name Mark Leong Daniel Ow Professor Teoh Swee Hin Michael Keenan Position Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Date Appointed 28 December 2021 7 October 2021 24 June 2019 18 July 2023 Date Resigned - - - - PRINCIPAL ACTIVITIES Osteopore Limited is an Australian and Singaporean based medical technology company commercialising a range of bespoke products specifically engineered to facilitate bone healing across multiple therapeutic areas. Osteopore's patented technology fabricates specific micro-structured scaffolds for bone regeneration through 3D printing and bioresorbable material. Osteopore's patent protected scaffolds are made from proprietary polymer formulations, that naturally dissolve overtime to leave only natural healthy bone tissue, significantly reducing post-surgery complications that are commonly associated with permanent bone implants. SIGNIFICANT CHANGES IN STATE OF AFFAIRS On 30 March 2023, the Company’s subsidiary, Osteopore International Pte Ltd has completed the acquisition of the business asset of a medical distribution business based in Korea. On 24 April 2023, the Company issued 20,293,604 shares raising $1,724,957 (before costs) in relation to the non-renounceable pro-rata entitlement offer (Entitlement Offer), which gave eligible shareholders the opportunity to subscribe for one fully paid ordinary share for every four fully paid ordinary shares held on the record date, at an issue price of $0.085 per new share, with one free-attaching quoted option for every one new share subscribed for. On 28 June 2023, the Company issued 10,690,122 shares raising $908,661 (before costs) in relation to the shortfall shares from the Entitlement Offer. On 28 December 2023, the Company entered into a bridging loan agreement of S$1,000,000 for working capital and general corporate purposes. Other than the above, there have been no further significant changes in the state of affairs of the Group during the year ended 31 December 2023. REVIEW OF OPERATIONS In pursuit of sustainable growth, Osteopore’s strategy remains focused on growing revenue and optimising efficiencies, while not losing sight of product innovation. The move to acquire a medical distribution business in South Korea contributed to the Company's growth, culminating in a year-on-year growth of 31% to $2,217,409. This is Osteopore’s fourth year operating as an ASX-listed company. 5 Osteopore Limited and its Controlled Entities Directors’ Report Osteopore’s clinical-industrial partnership with the National Dental Centre Singapore and A*STAR research institutes is on schedule in terms of key milestones. Osteopore’s two clinical trials – which are in progress – seek to validate innovative surgical interventions to treat cranial or lower limb bone defects. Recruitment is now closed, with both cranial and lower limb trial patients doing well clinically. In March 2023, Osteopore completed the acquisition of target business in South Korea, Singapore, Thailand, Vietnam and the Philippines, which contributed to Osteopore’s improved revenue performance, despite only being operational since Q3 2023. Likely Developments and Expected Results The outlook for our business remains positive. Osteopore has demonstrated steady growth and has met a key product adoption milestone of more than 100,000 implants globally. The Company will strategically deploy its resources to regions such as Asia and segments like orthopaedics and rhinoplasty. Additionally, the Company is taking a proactive approach to reviewing its distribution network for opportunities to accelerate product adoption. The Company expects a minimum of one product line to be approved in 2024, which could unlock additional revenue streams, beyond our current portfolio. REVIEW OF RESULTS The Company’s 2023 revenue grew 31% year-on-year. While its 2023 net loss of $4,871,981 was 16% higher than 2022, a cost reduction program cut the loss by 36% in the second half versus the first half. This indicates the Company is taking steps to reduce losses despite the annual net loss increase. The allocation of sales, marketing, and business development expenses was also reduced by close to 30% in the second half of 2023. Expenditure on sales and marketing yielded better revenue capture, as the appropriate allocation of resource has empowered the Company to report continued revenue growth, especially in Q4 2023 where revenues grew 61% year-on-year. The Group had a net asset position, as of 31 December 2023, of $432,603 (2022: $2,051,866). Osteopore ends the financial year with a cash balance of $1,114,800 (2022: $1,334,221). ENVIRONMENTAL REGULATION The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law. There have been no significant known breaches of the consolidated entity's licence conditions or any environmental regulations to which it is subject. 6 Osteopore Limited and its Controlled Entities Directors’ Report Directors’ Details Mark Leong Experience Fellow of ACCA & Chartered Accountant of the Institute of Singapore Chartered Accountants Executive Chairman (Appointed 28 December 2021) Mr Leong is a Fellow of the Association of Chartered Certified Accountants (ACCA), Chartered Accountant of the Institute of Singapore Chartered Accountants (ISCA) and Member of the Singapore Institute of Directors (SID). Mr Leong has considerable corporate, management and directorship experience in a broad range of functions in a diverse range of industries having undertaken several C-suite roles (CEO, COO, & CFO) in several private as well as listed companies. Interest in Shares & Options1 12,500 fully paid ordinary shares, 2,500 listed options Other Listed Entity Directorships Current Non-Executive Director of MDR Limited (SGX:Y3D) Non-Executive Director of HS Optimus Holdings Limited (SGX:504) Non-Executive Director of 9R Limited (formerly known as Viking Offshore and Marine Limited)(SGX:1Y1) Non-Executive Director of LMIRT Management Ltd (SGX:D5IU) Non-Executive Director of CytoMed Therapeutics Limited (NASDAQ: GDTC) Previous Non-Executive Director of LCT Holdings Limited (SGX: delisted December 2020) Non-Executive Director of Catalano Seafood Ltd (ASX:CSF) Executive Director of LifeBrandz Ltd (SGX: 1D3) Daniel Ow Experience B Com, C.P.A (Aust) Graduate Certificate in Financial Planning (FINSIA) Non-Executive Director (Appointed 7 October 2021) Mr. Ow has accumulated more than twenty years of international experience spanning various industries, such as infrastructure, resources, property, and fast-moving consumer goods. Throughout his career, he has undertaken several finance and management positions within prominent multinational corporations and holds certification as a Certified Practising Accountant (CPA). Presently, Mr. Ow holds the role of Chief Financial Officer at Greenpool Capital, a fully integrated property investment, asset, and development firm. In addition to his professional endeavors, he has also served as a Trustee Director on the Rio Tinto Staff Superannuation Fund, which has since merged with Equip Super. Interest in Shares & Options Nil Other Listed Entity Directorships Mr Ow has no other current and has had no previous listed entity directorships in the last three years. 1 Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. 7 Osteopore Limited and its Controlled Entities Directors’ Report Professor Teoh Swee Hin Experience B Eng (1st Hons), PhD Materials Engineering S(Singapore) Non-Executive Director (Appointed 24 June 2019) Prof. Teoh is currently the Founding Director and Distinguished Yule Chair Professor, Center for Advanced Medical Engineering (CAME) at the College of Materials Science and Engineering, Hunan University, China. He is Emeritus Professor at School of Chemical and Biomedical Engineering (SCBE) and held joint appointment with the Lee Kong Chian School of Medicine (LKC Med) at Nanyang Technological University (NTU). His contribution is in the development and clinical translation of 3D bioresorbable scaffolds. Majoring in Materials Engineering (B. Eng - 1st Class Hon and PhD, Monash University), his research journey focused on translating the materials research to biomedical benefits. He is a Fellow of the Academy of Engineers Singapore and Chief Engineer at Skin Research Institute of Singapore. His research focused on the study of mechanisms that promote cells proliferation and differentiation as a result of mechano- induction through load bearing scaffolds for tissue regeneration and remodelling. Prof. Teoh's pioneering work on 3D printed scaffold led to him receiving the prestigious "Golden Innovation Award" at the Far East Economic Review, and the Institute of Engineers "Prestigious Engineering Achievement Award" in 2004. His group was ranked 1st in bone tissue engineering scaffolds in World Web of Science 2010. He was honoured with the Special Award for "Scientific Life-Time Achievement in Bone Tissue Engineering" at Bone-Tec 2015, Stuttgart. As a part of SG50 celebrations, he was featured as one of Singapore's profiled scientists in the book titled "Singapore's Scientific Pioneers". Presently, he focuses on regenerative medicine research from tissue engineering bone and skin to biomimetic bioreactors to fish collagen, decellularized organs and others. With more than 37 PhDs, 270 research publications and 22 patents and technical disclosures, he is a forerunner and excellent educator in bioengineering and research scientist in translational regenerative medicine. Interest in Shares & Options1 594,192 fully paid ordinary shares, 118,838 listed options Other Listed Entity Directorships Prof. Teoh has no other current and has had no previous listed entity directorships in the last three years. 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. 8 Osteopore Limited and its Controlled Entities Directors’ Report Michael Keenan Experience Non-Executive Director (Appointed 18 July 2023) Mr. Keenan is a former Australian Government Cabinet Minister and brings invaluable expertise in public policy and corporate governance. He served as a Federal Member of Parliament from 2004 to 2019, holding senior ministry positions the Abbott, Turnbull, and Morrison Governments between 2013 to 2019. His ministerial portfolios included Human Services, where he provided direction and oversight of Medicare, as well as Justice, Counter-Terrorism, and Digital Transformation. Notably, Mr. Keenan also serves on the Board of U Group and Co, as well as the Australian Strategic Policy Institute. in Interest in Shares & Options Nil Other Listed Entity Directorships Mr Keenan has no other current and has had no previous listed entity directorships in the last three years. Company Secretaries Appointed on 25 January 2023, Mrs Kellie Davis has over 20 years’ experience in accounting and ASX compliance. Beginning her career in Audit with Ernst & Young, she worked for as a Financial Accountant and provided company secretarial services for a number of junior listed ASX companies. Mrs Davis has a Bachelor of Commerce (Accounting and Finance) Degree and is a Chartered Accountants Australia & New Zealand member. Meetings of Directors The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the financial year ended 31 December 2023 and the number of meetings attended by each director were: Board Meeting Audit & Compliance Committee Meetings* Eligible to Attend 14 14 14 6 Attended 14 14 14 6 Eligible to Attend - - - - Attended - - - - Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan * these are conducted by the Board as a whole, as part of board meetings. The Board also approved 6 circular resolutions during the year ended 31 December 2023 which were signed by all Directors of the Company. Matters Subsequent to The End of The Financial Year On 4 March 2024, the Company announced that that the consolidation of capital approved by shareholders at the Company’s general meeting on 21 February 2024 has been completed. The shareholders approved the consolidation based on a ratio of 15 to 1, which means that every 15 pre-consolidation securities are consolidated into 1 post-consolidation security. On 13 March 2024, the Company announced a renounceable pro-rata offer to shareholders whose registered address is in Australia, New Zealand, Malaysia or Singapore (“Eligible Shareholders”) to raise up to approximately $3,000,000 (before costs) on the basis of 10 new shares for every 1 existing share at an issue price of $0.029 per share with 1 free-attaching option for every 5 new shares subscribed for. On 4 April 2024, 9 Osteopore Limited and its Controlled Entities Directors’ Report a replacement prospectus was issued by the Company. On 5 April 2024, the Company announced that the pro-rata entitlement offer had received commitments of $2,907,000 (before costs) by Eligible Shareholders. On 9 April 2024, the Company entered into a variation deed in relation to the S$1,000,000 bridging loan agreement to extend the maturity date to 1 May 2025 and change the interest rate to 3% per month. Apart from the above, the Directors are not aware of any matter or circumstance that has arisen since the end of the financial year that, in their opinion, has significantly affected or may significantly affect in future financial years, the operations of the Group, the results of those operations or the Group’s state of affairs. 10 Osteopore Limited and its Controlled Entities Directors’ Report REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and the Corporation Regulations 2001. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including all directors. The key management personnel of Osteopore Limited for the financial year consists of: • Mark Leong (Executive Chairman) • Daniel Ow (Non-Executive Director) • Professor Teoh Swee Hin (Non-Executive Director) • Michael Keenan (Non-Executive Director – appointed 18 July 2023) • Lim Yujing (Chief Executive Officer / Chief Technology Officer) Principles used to Determine the Nature and Amount of Remuneration Remuneration levels for Directors and senior executives of the Company will be competitively set to attract and retain appropriately qualified and experienced Directors and senior executives. The Board may obtain independent advice on the appropriateness of remuneration packages given trends in comparative companies both locally and internationally and the objectives of the Group’s remuneration strategy. No such advice was obtained during the current year. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account: • • • • the capability and experience of the Directors and senior executives; the Directors and senior executives’ ability to control the relevant performance; the Group’s performance; and the amount of incentives within each Directors and senior executive’s remuneration. Remuneration packages include a mix of fixed remuneration and variable remuneration and short and long- term performance-based incentives. Short-term incentives include Osteopore’s Employee Securities Incentive Plan. The Company’s Employee Securities Incentive Plan allows the Board from time to time, in its absolute discretion, make a written offer to any Eligible Participant (as defined in the Plan) to apply for Securities, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines. In exercising that discretion, the Board may have regard to the following (without limitation): I. II. III. IV. The Eligible Participant’s length of service with the Group; The contribution made by the Eligible Participant to the Group; The potential contribution of the Eligible Participant to the Group; or Any other matter the Board considers relevant. Fixed remuneration consists of base remuneration, as well as employer contributions to superannuation funds where applicable or equivalent. Remuneration levels will be, if necessary, reviewed annually by the Board through a process that considers the overall performance of the Group. If required, external consultants provide analysis and advice to ensure the Directors’ and senior executives’ remuneration is competitive in the marketplace. Before a determination is made by the Company in a general meeting, the aggregate sum of the fees payable by the Company to the Non-Executive Directors is a maximum of AU$500,000 per annum. 11 Osteopore Limited and its Controlled Entities Directors’ Report Service Agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Mark Leong Executive Chairman Lim Yujing Chief Executive Officer/ Chief Technology Officer Commenced: 28 December 2021 Term: Indefinite term until terminated Remuneration: Base salary of AU$150,000 per annum Notice period: The contract may be terminated by either party giving not less than one month written notice Commenced: 17 November 2014, promoted to Chief Executive Officer with effect from 11 July 2023 Term: Indefinite term until terminated Remuneration: Base salary of SG$175,500 per annum (exclusive of CPF) Notice period: The contract may be terminated by either party giving six months written notice Details of Remuneration Fixed Remuneration At Risk – STI At Risk – LTI 2023 2022 2023 2022 2023 2022 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan1 70% 86% 86% 100% 100% 100% 100% - Key Management Personnel Lim Yujing 100% 100% 1 Appointed as Non-Executive Director on 18 July 2023 - - - - - - - - - - 30% 14% 14% - - - - - - - 12 Osteopore Limited and its Controlled Entities Directors’ Report Details of Remuneration (Continued) Details of the remuneration of key management personnel of the Company are set out in the following tables. Salary and fees $ Short-term benefits Cash bonus $ Non- monetary $ Post-employment benefits Superannuation or equivalent $ Share-based payments Equity-settled Equity-settled shares $ options $ Total $ 150,000 36,000 36,000 16,429 185,727 424,156 - - - - - - - - - - - - - 3,870 3,870 1,807 16,519 26,066 64,904 6,490 6,490 - - 77,884 - - - - - - 214,904 46,360 46,360 18,236 202,246 528,106 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan1 Key Management Personnel Lim Yujing 1 Appointed on 18 July 2023 13 Osteopore Limited and its Controlled Entities Directors’ Report Details of Remuneration (Continued) Salary and fees $ Short-term benefits Cash bonus $ Non- monetary $ Post-employment benefits Superannuation or equivalent $ Share-based payments Equity-settled Equity-settled shares $ options $ Total $ 150,000 36,000 - 36,000 203,655 149,297 29,510 604,462 - - - - - - - - - - - - - - - - - 3,690 - 3,690 9,243 14,791 1,915 33,329 - - - - - - - - - - - - - - (20,223) (20,223) 150,000 39,690 - 39,690 212,898 164,088 11,202 617,568 2022 Directors Mark Leong Daniel Ow Vlado Bosanac 1 Prof. Teoh Swee Hin Key Management Personnel Goh Khoon Seng Lim Jing Carl Runde 2 1 Resigned 14 February 2022 2 Resigned on 11 February 2022 14 Osteopore Limited and its Controlled Entities Directors’ Report Overview of Company Performance The table below sets out information about the Group’s earnings and movements in shareholder wealth for the past three years up to and including the current financial year. Net loss after tax ($) Share price at year end ($)1 Basic loss per share ($)1 Total dividends (cents per share) 2023 (4,871,981) 0.645 (0.51) - 2022 (4,195,222) 2.325 (0.51) - 2021 (3,620,898) 3.825 (0.46) - 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. There is no relationship between the remuneration policy and the performance of the Group. Share-based Compensation Performance Rights Issued as Remuneration The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or past reporting years are as follows. Number of Performance Rights Granted1 Grant Date % Vested % Unvested 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan 616,668 61,668 61,668 - 31 March 2023 31 March 2023 31 March 2023 - Key Management Personnel Lim Yujing - - - - - - - 100 100 100 - - The terms and milestones for the performance rights are listed below and in Note 20. The fair value of the director performance rights issued was estimated at the date of grant using the Monte Carlo valuation methodology and key inputs have been summarised below: Grant Date Expiry Date Share Price at Grant Date ($)1 VWAP Hurdle ($)1 Risk-free rate (%) Volatility (%) Fair value per Performance Right1 Tranche E Tranche D Tranche C Tranche A 31 Mar 2023 31 Mar 2023 31 Mar 2023 31 Mar 2023 10 May 2028 10 May 2028 10 May 2028 10 May 2028 10 May 2028 1.29 Tranche B 31 Mar 2023 1.29 1.29 1.29 1.29 3.750 2.985 90 1.1010 4.500 2.985 90 1.0635 5.625 2.985 90 1.0095 7.125 2.985 90 0.9540 8.250 2.985 90 0.9075 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. There were no performance rights issued as remuneration for the year ended 31 December 2022. 15 Osteopore Limited and its Controlled Entities Directors’ Report Share-based Compensation (Continued) Options Issued as Remuneration The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or past reporting years are as follows. 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan Key Management Personnel Lim Yujing Number of Options Granted1 Grant Date Vesting Date Expiry Date Exercise Price ($) Fair Value per Option ($) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1The only options granted during the year were free-attaching options in capacity as equity participants in the non-renounceable entitlement offer and did not relate to remuneration. There were no options granted to key management personnel in the 2023 financial year. Options granted carry no dividend or voting rights. All options were granted over unissued fully paid ordinary shares in the company. Options vest based on the provision of service over the vesting period whereby the executive becomes beneficially entitled to the option on vesting date. Options are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise. Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation are set out below: Value of options Granted/vested during the period $ Value of options exercised during the period $ Value of options lapsed during the period $ Remuneration consisting of options for the period % Directors Mark Leong Daniel Ow Prof Teoh Swee Hin Michael Keenan Key Management Personnel Lim Yujing - - - - - - - - - - - - - - - - - - - - 16 Osteopore Limited and its Controlled Entities Directors’ Report Additional Disclosures Relating to Key Management Personnel Shareholding The number of shares in the Company held during the financial years ended 31 December 2023 and 2022 by each director and other members of key management personnel of the Company, including their personally related parties, is set out below: 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan Balance at the start of the year 150,000 - 7,130,309 - Key Management Personnel Lim Yujing 2,360,000 9,640,309 Received as part of remuneration Additions Disposals / Other1 Balance at the end of the year - - - - - - 37,500 - 1,782,577 - (175,000) - (8,318,694) - 12,500 - 594,192 - - 1,820,077 (2,202,666) (10,696,360) 157,334 764,026 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. 2022 Directors Mark Leong Daniel Ow Vlado Bosanac Prof. Teoh Swee Hin Balance at the start of the year - - - 7,030,309 Key Management Personnel Goh Khoon Seng Lim Jing Carl Runde 6,835,317 2,360,000 - 16,225,626 Received as part of remuneration Additions Disposals / Other Balance at the end of the year - - - - - - - - 150,000 - - 100,000 - - - 250,000 - - - - - - - - 150,000 - - 7,130,309 6,835,317 2,360,000 - 16,475,626 17 Osteopore Limited and its Controlled Entities Directors’ Report Additional Disclosures Relating to Key Management Personnel (Continued) Option holding The number of options over ordinary shares in the company held during the financial years ended 31 December 2023 and 2022 by each director and other members of key management personnel of the Company, including their personally related parties, is set out below: 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan Key Management Personnel Lim Yujing Balance at the start of the year Granted1 Exercised Vested 37,500 - - - - 1,782,577 - - - - - 1,820,077 - - - - - - - - - - - - Expired / Forfeited / Other2 Balance at the end of the year / at resignation (35,000) - (1,663,739) - 2,500 - 118,838 - - (1,698,739) - 121,338 1Options granted during the year were free-attaching options in capacity as equity participant in the non- renounceable entitlement offer. 2Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. 2022 Directors Mark Leong Daniel Ow Vlado Bosanac Prof. Teoh Swee Hin Balance at the start of the year - - - 1,500,000 Key Management Personnel Goh Khoon Seng Lim Jing Carl Runde 3,500,000 - 375,000 5,375,000 Granted Exercised Vested - - - - - - - - - - - - - - - - - - - - - - - - Expired / Forfeited / Other - - - (1,500,000) Balance at the end of the year / at resignation - - - - (3,500,000) - (187,500) (5,187,500) - - 187,500 187,500 18 Osteopore Limited and its Controlled Entities Directors’ Report Additional Disclosures Relating to Key Management Personnel (Continued) Performance rights The number of performance rights over ordinary shares in the company held during the financial year ended 31 December 2023 by each director and other members of key management personnel of the Company, including their personally related parties, is set out below: 2023 Directors Mark Leong Daniel Ow Prof. Teoh Swee Hin Michael Keenan Key Management Personnel Lim Yujing Balance at the start of the year Granted Exercised Vested Expired / Forfeited / Other1 Balance at the end of the year / at resignation - 9,250,000 925,000 - 925,000 - - - - - - 11,100,000 - - - - - - - - - - - - (8,633,332) (863,332) (863,332) - - (10,359,996) 616,668 61,668 61,668 - - 740,004 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. There were no performance rights held by any director or key management personnel for the year ending 31 December 2022. Other Equity-related Key Management Personnel Transactions There have been no other transactions involving equity instruments apart from those described in the tables above relating to shareholdings and options. Other Transactions with Key Management Personnel and/or their Related Parties There were no other transactions conducted between the Group and Key Management Personnel or their related parties, apart from those disclosed above and below, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. Mark Leong – Expense reimbursements Goh Khoon Seng – Expense reimbursements Lim Yujing – Expense reimbursements End of Remuneration Report (Audited) Consolidated 31 Dec 2023 31 Dec 2022 $ 24,371 - 28,056 52,427 $ 11,153 15,744 33,822 60,719 19 Osteopore Limited and its Controlled Entities Directors’ Report Share Options At the date of this report, the unissued ordinary shares of the Company under option are as follows. Number of Options Granted1 12,500 6,666,667 3,333,334 Grant Date 27/06/2021 24/04/2023 28/06/2023 Expiry Date 02/11/2025 24/04/2026 24/04/2026 Exercise Price ($)1 $9.360 $3.375 $3.375 Fair Value per Option ($)1 $4.26 $0.39 $0.63 Share Performance Rights At the date of this report, the unissued ordinary shares of the Company under performance rights are as follows. Number of Performance Rights Granted1 80,001 120,000 140,001 180,000 220,002 Details Director – Tranche A Director – Tranche B Director – Tranche C Director – Tranche D Director – Tranche E Grant Date 31/03/2023 31/03/2023 31/03/2023 31/03/2023 31/03/2023 Expiry Date 10/05/2028 10/05/2028 10/05/2028 10/05/2028 10/05/2028 Fair Value per Performance Right ($)1 $1.1010 $1.0635 $1.0095 $0.9540 $0.9075 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. Non-Audit Services No non-audit services were provided by the entity's auditor, Grant Thornton Audit Pty Ltd during the year ended 31 December 2023. Indemnification of Officers and Auditors The Group has not otherwise, during or since the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. Proceedings of Behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Auditor’s Independence Declaration The auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 has been received and immediately follows the Directors’ Report. Dividends Paid or Recommended No dividends were paid or recommended during the year ended 31 December 2023. 20 Osteopore Limited and its Controlled Entities Directors’ Report Corporate Governance In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support and have adhered to principles of sound corporate governance. The Company continued to follow best practice recommendations as set out by the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. Where the Company has not followed best practice for any recommendation, explanation is given in the Corporate Governance Statement which is available on the Company’s website. Signed in accordance with a resolution of the Directors. Mark Leong Executive Chairman 16 April 2024 21 Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 Auditor’s Independence Declaration To the Directors of Osteopore Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Osteopore Limited for the year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit. GRANT THORNTON AUDIT PTY LTD Chartered Accountants L A Stella Partner – Audit & Assurance Perth, 16 April 2024 www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. 22 Osteopore Limited and its Controlled Entities Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2023 Revenue Cost of sales Gross profit Other income Product development and laboratory expenses Sales, marketing, and business development expenses Administrative expenses Other expenses Share-based payments Operating loss Finance costs Loss before income tax Income tax expenses Loss after income tax Other comprehensive income Exchange differences arising from the translation of foreign subsidiary Total comprehensive loss attributable to the owners Note Consolidated 31 Dec 2023 31 Dec 2022 $ $ 3 4 5 5 5 20 6 2,217,409 (581,510) 1,635,899 1,692,387 (419,098) 1,273,289 190,866 (1,570,762) (2,190,313) (1,864,843) (475,945) (538,316) (4,813,414) 88,461 (1,425,088) (2,325,608) (1,530,793) (264,793) (723) (4,185,255) (15,046) (4,828,460) (43,521) (4,871,981) (9,967) (4,195,222) - (4,195,222) (62,541) (17,451) (4,934,522) (4,212,673) Basic and diluted loss per share ($) 21 (0.51) (0.51) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 23 Osteopore Limited and its Controlled Entities Consolidated Statement of Financial Position As at 31 December 2023 ASSETS Current Assets Cash and cash equivalents Trade receivables Other assets Inventories Total Current Assets Non-Current Assets Property, plant and equipment Right-of-use asset Intangible assets Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Borrowings Provisions Lease liabilities Total Current Liabilities Non-Current Liabilities Lease liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Note Consolidated 31 Dec 2023 31 Dec 2022 $ $ 7 8 9 10 11 12 13 14 15 16 17 17 18 19 1,114,800 543,654 340,782 278,978 2,278,214 259,479 25,639 779,889 1,065,007 3,343,221 1,334,221 830,717 690,344 279,163 3,134,445 398,244 68,918 - 467,162 3,601,607 1,759,223 1,064,215 58,080 29,100 2,910,618 1,397,732 - 77,831 45,359 1,520,922 - - 2,910,618 28,819 28,819 1,549,741 432,603 2,051,866 29,529,999 (14,383,770) (14,713,626) 432,603 26,957,056 (14,002,999) (10,902,191) 2,051,866 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 24 Osteopore Limited and its Controlled Entities Consolidated Statement of Changes in Equity For the year ended 31 December 2023 Issued Capital $ Share-Based Payment Reserve $ Common Control Reserve $ Foreign Currency Translation Reserve $ Accumulated Losses $ Total Equity $ Balance at 31 December 2021 26,066,131 2,355,293 (14,915,451) (183,957) (7,949,125) 5,372,891 Loss after income tax Other comprehensive loss Total comprehensive loss for the year Share placement (Note 18) Share issue costs (Note 18) Share-based payments (Note 19) Expired options (Note 19) Forfeit of issued employee options (Note 19) Balance at 31 December 2022 Loss after income tax Other comprehensive loss Total comprehensive loss for the year - - - 945,000 (54,075) - - - 26,957,056 - - - Shares placement (Note 18) Share issue costs (Note 18) Share-based payments (Note 19) Performance rights issued (vendor) (Note 19) Expired options (Note 19) Balance at 31 December 2023 2,688,618 (115,675) - - - 29,529,999 - - - - - 723 (1,221,933) (20,223) 1,113,860 - - - - - 538,316 204,000 (1,060,546) 795,630 (14,915,451) (201,408) - - - - - - - - - - - - - - - - - (17,451) (17,451) (4,195,222) - (4,195,222) (4,195,222) (17,451) (4,212,673) - - - 1,221,933 20,223 (10,902,191) 945,000 (54,075) 723 - - 2,051,866 - (62,541) (62,541) (4,871,981) (4,871,981) (4,871,981) (62,541) (4,934,522) - - - - 1,060,546 (14,713,626) 2,688,618 (115,675) 538,316 204,000 - 432,603 - - - - - - - - - - (14,915,451) (263,949) The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 25 Osteopore Limited and its Controlled Entities Consolidated Statement of Cash Flows For the year ended 31 December 2023 Consolidated Note 31 Dec 2023 $ 31 Dec 2022 $ Cash flows from operating activities Loss before income tax Adjustments for Amortisation expense Depreciation (Property, plant, and equipment) Depreciation (Right-of-use asset) Finance costs Interest income Share-based payment expense Operating cash flows before changes in working capital 13 11 12 20 Changes in trade receivables Changes in other assets Changes in inventories Changes in trade and other payables Changes in provisions Interest paid Interest received Net cash used in operating activities Cash flows from investing activities Purchases of plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from shares placement Payment of shares issue costs Proceeds from borrowing Repayment of lease principal Net cash generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash Cash and cash equivalents at the end of the year (4,828,460) (4,195,222) 262,630 157,366 44,403 15,047 (7,510) 538,316 (3,818,208) - 176,843 41,376 9,967 (6,742) 723 (3,973,055) (261,121) 249,438 185 119,853 (19,751) (429,980) (368,293) (77,538) 858,279 392 (15,047) 7,510 (3,737,141) (9,967) 6,742 (3,993,420) (7,365) (7,365) (63,975) (63,975) 2,688,618 (169,750) 1,112,491 (52,242) 3,579,117 945,000 - - (48,681) 896,319 (165,389) 1,334,221 (54,032) 1,114,800 (3,161,076) 4,530,175 (34,878) 1,334,221 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 26 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies General These consolidated financial statements and notes represent those of Osteopore Limited (the “Company”) and its controlled entities (“Group”). In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the Company is disclosed in Note 29: Parent Entity Disclosures. The financial report was authorised for issue by the Board on 16 April 2024. Basis of Preparation The financial report is a general-purpose financial report which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. Osteopore Limited is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Compliance with the Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Except for cash flow information, the financial report has been prepared on an accruals basis and is based on historical costs, modified where applicable, by the measurement at fair value of selected financial assets and financial liabilities. Cost is based on the fair values of the consideration given in exchange for assets. The financial statements have been presented in Australian dollars (AUD), which is the functional currency of the Company. The functional currency of the Company’s controlled entities is Singapore Dollars (SGD). Going Concern Assumption The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to continue trading, realise its assets and discharge its liabilities in the ordinary course of business for a period of at least 12 months from the date that these financial statements are approved. The Directors note that the Group generated a loss after tax for the year of $4,871,981 (2022: $4,195,222), had net operating cash outflows for the year of $3,737,141 (2022: $3,993,420). The ability of the Group to continue as a going concern is dependent on the Group securing additional equity and/or debt funding to meet its working capital requirements in the next 12 months. These conditions indicate a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. At the date of this report, the directors are satisfied there are reasonable grounds to believe that the Group will be able to continue its planned operations and the Group will be able to meet its obligations as and when they fall due, for the following reasons: • • • • The Company has demonstrated its ability to raise funds through equity issues by way of capital raisings completed in April 2023 and June 2023 (refer Note 18). Subsequent to balance sheet date as disclosed within Note 28, the Company has announced a renounceable pro-rata offer to raise $3,000,000 (before costs), of which $2,907,000 funds have been committed at the date of signing this report. Subsequent to balance sheet date as disclosed within Note 28, the Company announced an extension to the maturity of the S$1,000,000 bridging loan (Note 15) to 1 May 2025 and the interest rate was changed to 3% per month. The directors are of the opinion that the use of the going concern basis of accounting is appropriate as they are confident in the ability of the Group to be successful in securing additional funds through further debt or equity issues as and when the need to raise working capital arises. 27 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Going Concern Assumption (Continued) Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern and meet its debts as and when they become due and payable. Foreign Currency Transactions and Balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the statement of profit and loss and other comprehensive income. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the statement of profit and loss and comprehensive income. Foreign Operation The financial results and position of foreign controlled entities whose functional currency is different from the presentation currency are translated as follows: Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; Income and expenses are translated at average exchange rates for the period; and • • • Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign controlled entities are transferred directly to the foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of profit or loss and other comprehensive income in the period in which the operation is disposed. New or Amended Accounting Standards and Interpretations Adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. Accounting pronouncements which have become effective from 1 January 2023 and that have been adopted, do not have a significant impact on the Group’s financial results or position. New Accounting Standards and Interpretations Not Yet Mandatory The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2023 (unless otherwise stated). The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. Definition of Accounting Estimates - Amendments to IAS 8 The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Group’s consolidated financial statements. 28 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) New Accounting Standards and Interpretations Not Yet Mandatory (Continued) Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Group’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Group’s financial statements. Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 Income Tax The amendments to IAS 12 Income Taxes narrow the scope of the initial recognition exception, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases and decommissioning liabilities. The amendments had no impact on the Group’s consolidated financial statements. Principles of Consolidation Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. 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. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. 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 acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance. Business Combinations The Group applies the acquisition method in accounting for business combinations unless transacting a business combination under common control. Under the acquisition method, the consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair value of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. 29 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Business Combinations (Continued) The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair value. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration transferred; (b) the recognised amount of any non-controlling interest in the acquisition; and (c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately. Where business combinations occur under common control, these are scoped out of AASB 3: Business Combinations, and therefore a suitable accounting policy needs to be adopted in accordance with the hierarchy in AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors. This hierarchy requires the adoption of a policy that provides users of the financial statements with relevant and reliable information about the financial position and performance of the reporting entity. Therefore, certain accounting policy choices are available for this business combination. The reporting entity has the choice to either apply the purchase method (applying a fair value approach to the acquisition value) or to apply the pooling of interest method where the combination is recorded at carrying value at the date of acquisition. Further, the reporting entity may elect to restate the comparatives for the results of both businesses while under common control. Given the continuing common control of the ultimate parent of the businesses, the Directors consider that is appropriate to use the pooling of interest method to account for the transaction using the carrying value at the date of acquisition for the acquired assets and liabilities rather than remeasuring to more subjective and uncertain fair values. The Directors have elected to not restate comparatives. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. Revenue Recognition Sale of Goods To determine whether to recognise revenue, the Group follow a 5 step process: Identifying the contract with a customer Identifying the performance obligations 1. 2. 3. Determining the transaction price 4. Allocating the transaction price to the performance obligations 5. Recognising revenue when/as the performance obligation(s) are satisfied. Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, being when the goods have been shipped to the specific location agreed with the customer. Following delivery, the customer has full discretion over the disposition of the goods, bears the primary responsibility and risks of obsolescence and loss in relations to the goods, as either the customer has accepted the goods in accordance with the sales contract the acceptance provision have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied. A receivable is recognised by the Group when the goods are delivered to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due. 30 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Revenue Recognition (Continued) Sale of Goods (Continued) No element of financing is deemed present as the sales are made with a credit term of 30-60 days, which is consistent with market practice. Revenue is the amount of consideration to which the entity expects to be entitled in exchange for transferring promised goods or services. Revenue is shown net of estimated customer returns, rebates and other similar allowances. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Government Grants Government grants are recognised when there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. Where the grant relates to an asset, the fair value is recognised as deferred capital grant on the statement of financial position and is amortised to profit and loss over the expected useful life of the relevant asset by equal annual instalments. When the grant relates to operating expenditure, the grant income is recognised on a systematic basis in the profit or loss over the periods necessary to match the related cost which they are intended to compensate. Income Tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. 31 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Income Tax (Continued) Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax consolidation Osteopore Limited and its wholly owned subsidiaries have not formed an income tax consolidated group under tax consolidation legislation. Goods and Services Tax ('GST') and Other Similar Taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Segment Reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. The group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects: • Nature of the products and services; • Nature of the production processes; • • Methods used to distribute the products or provide the services; and if applicable • Nature of the regulatory environment. Type or class of customer for the products and services; Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”. 32 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Current and Non-Current Classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and Cash Equivalents Cash and cash equivalents include 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. Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. When necessary, allowance is provided for damaged, obsolete and slow-moving items to adjust the carrying value of inventories to the lower of cost and net realisable value. Intangible Assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Property, Plant and Equipment Property, plant and equipment is measured on the cost basis less depreciation and impairment losses. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. 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. 33 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Property, Plant and Equipment (Continued) Depreciation The depreciable amount of all fixed assets is depreciated over its useful life commencing from the time the asset is held ready for use. Depreciation is computed using the straight-line method to write off the cost of these assets over their estimated useful lives as follows: • Computer • Furniture and fittings • Plant and machinery • Leasehold improvements 1 year 5 years 6 years 5 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date and where adjusted, shall be accounted for as a change in accounting estimate. Where depreciation rates or method are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in profit or loss. Impairment of Non-Financial Assets The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimate the recoverable amount of the cash- generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. 34 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Impairment of Non-Financial Assets (Continued) Classification and subsequent measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial Instruments For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition: • • • • amortised cost fair value through profit or loss (FVPL) equity instruments at fair value through other comprehensive income (FVOCI) debt instruments at fair value through other comprehensive income (FVOCI) All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Classifications are determined by both: • • The entities business model for managing the financial asset The contractual cash flow characteristics of the financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): • • they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as government bonds. There are no FVPL and FVOCI instruments for the group. Impairment of Financial assets AASB 9’s impairment requirements use forward-looking information to recognize expected credit losses – the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. The Group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. 35 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Financial Instruments (Continued) Impairment of Financial assets (Continued) In applying this forward-looking approach, a distinction is made between: • • financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’). ‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12- month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. Trade and other receivables The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group’s financial liabilities include borrowings, trade payables and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The Group does not hold any financial liabilities classified as fair value through profit or loss measurement category. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. Leases The Group as a lessee For any new contracts, the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. 36 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Leases (Continued) To apply this definition the Group assesses whether the contract meets three key evaluations which are whether: • The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group • The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract • The Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. Measurement and recognition of leases as a lessee At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and finance cost. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the Group’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognised in profit or loss. Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates. 37 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Leases (Continued) The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognised in profit or loss. The right-of-use asset is adjusted for all other lease modifications. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term. On the statement of financial position, right-of-use assets have been included in property, plant and equipment (except those meeting the definition of investment property) and lease liabilities have been included in trade and other payables. Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. Borrowing costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings and lease finance charges. Borrowing costs are expensed as incurred. Employee Benefits Short-Term Benefits Short-term employee benefit obligations, including accumulated compensated absences, are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. Defined Contribution plans The Group participates in the defined contribution national pension schemes as provided by the laws of the countries in which it has operations. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Other Employee Entitlements Employee entitlements to annual leave and long service leave are recognised when they accrue to employees. Accruals is made for the estimated liability for unconsumed leave as a result of services rendered by employees up to the end of the reporting period. 38 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Fair Value Measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Share-Based Payments Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial, Black-Scholes or Monte Carlo valuation methodology, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows: 39 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Share-Based Payments (Continued) • During the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired option of the vesting period. • From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Issued Capital Ordinary shares are classified as equity. Issued and paid-up capital is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Basic loss per share is determined by dividing the operating profit / (loss) after income tax attributable to members of the Company by the weighted average number of ordinary shares outstanding during the financial year Diluted loss per share adjusts the amounts used in the determination of basic loss per share by taking into account unpaid amounts on ordinary shares and any reduction in loss per share that will probably arise from the exercise of options outstanding during the financial year. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the company. 40 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 1. Significant Accounting Policies (Continued) Critical Accounting Judgements, Estimates and Assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Share-Based Payments The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial, Black-Scholes or Monte Carlo valuation model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Asset Acquisition not Constituting a Business When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. In applying AASB 3 and 138, the acquisition of a medical distribution based in Korea was assessed as an asset acquisition and determined to be a definite life intangible asset with a useful life of 3 years. The Company assesses impairment of non-financial assets other than indefinite life intangible assets at each reporting date by evaluating conditions specific to the entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions. Allowance for Expected Credit Losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the Coronavirus (COVID-19) pandemic and forward- looking information that is available. The allowance for expected credit losses, as disclosed in Note 8, is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower. 41 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 2. Controlled Entities The consolidated financial statements incorporate the assets, liabilities and results of the following wholly owned subsidiaries in accordance with the accounting policy described in Note 1. Osteopore International Pte Ltd Country of Incorporation Singapore Osteopore Medico Pte Ltd Singapore Osteopore Australasia Pty Ltd Australia Osteopore (Suzhou) Medical Technology Co., Ltd China Osteopore Korea Co., Ltd Korea Principal Activities Manufacture and trade medical implants Manufacture and trade medical implants Manufacture and trade medical implants Sale of Class III medical devices and the provision of technology services, research and development. Manufacture and trade medical implants Ownership 2023 (%) Ownership 2022 (%) 100 100 100 100 100 100 100 100 100 - Note 3. Revenue Sale of goods Consolidated 31 Dec 2023 31 Dec 2022 $ $ 2,217,409 1,692,387 All sale of goods is recognised at a point in time. The Group’s revenue disaggregated by primary geographical markets is as follows: Vietnam South Korea Philippines Singapore USA Malaysia Indonesia Netherlands South Africa Thailand Other countries Refer to concentration of customers within credit risk Note 25. Consolidated 31 Dec 2023 $ 31 Dec 2022 $ 1,016,512 308,378 140,937 137,464 82,160 77,666 60,388 58,751 55,414 45,165 234,574 2,217,409 366,541 732,633 7,108 187,784 72,770 38,742 22,420 14,097 16,420 17,431 216,441 1,692,387 42 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 4. Other Income Bank interest income Government grant Overprovision for expected credit losses Overprovision for staff unutilised annual leave Other income Note 5. Expenses Product development and laboratory expenses mainly comprise of: Quality assurance audit expenses Regulatory and testing expenses Research and development expenses Salaries, contributions to defined contribution plans,and other related costs Others Sales, marketing and business development expenses mainly comprise of: Consultancy services Marketing and promotion expenses Trade show and exhibition expenses Travel costs Salaries, contributions to defined contribution plans,and other related costs Others Administrative expenses mainly comprise of: ASX and registry expenses Insurance expenses Legal and professional fees Salaries, contributions to defined contribution plans,and other related costs Utilities Others Other expenses mainly comprise of: Amortisation of intangible assets Depreciation – property, plant and equipment Depreciation – right-of-use asset Others Consolidated 31 Dec 2023 31 Dec 2022 $ 7,510 94,206 34,413 31,891 22,846 190,866 $ 6,742 75,232 - - 6,487 88,461 Consolidated 31 Dec 2023 $ 31 Dec 2022 $ 117,034 45,482 444,253 739,419 224,574 1,570,762 283,689 147,025 100,330 138,356 1,147,868 373,045 2,190,313 131,440 217,464 376,042 530,174 118,367 491,356 1,864,843 262,630 157,366 44,403 11,546 475,945 - 233,864 301,246 704,322 185,656 1,425,088 167,047 236,835 161,303 288,910 1,122,801 348,712 2,325,608 54,385 178,253 251,116 519,999 74,019 453,021 1,530,793 - 176,843 41,376 46,574 264,793 43 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 6. Income Tax The prima facie tax on loss before income tax in reconciled to the income tax as follows: Loss before income tax Consolidated 31 Dec 2023 31 Dec 2022 $ $ (4,828,460) (4,195,222) Prima facie tax payable on loss from ordinary activities before income tax at 30% (2022: 30%) Non-assessable non-exempt Share-based payments Foreign tax rate differential (Singapore) Movement in unrecognised deferred tax assets Income tax expenses (1,448,538) (1,258,567) 305 161,495 374,324 955,935 43,521 36,543 217 383,026 838,781 - Deferred tax assets have not been recognised in respect of the following items: Carry forward tax losses – Australia (at 30%): Carry forward tax losses – Singapore (at 17%): Total 1,588,886 1,908,618 3,497,504 1,156,471 804,434 1,960,905 The Group has tax losses arising in entities in Australia and Singapore that are available indefinitely to be offset against the future taxable profits of the Group. The potential deferred tax assets, arising from tax losses (as disclosed above) are not brought to account as management is of the view that there is uncertainty in the realisation of the related tax benefits through future taxable profits. The amount of these benefits is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by law. Note 7. Cash and Cash Equivalents Cash in bank and on hand Term Deposit Consolidated 31 Dec 2023 31 Dec 2022 $ $ 1,109,242 5,558 1,114,800 1,328,824 5,397 1,334,221 44 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 7. Cash and Cash Equivalents (Continued) The carrying amounts of cash and cash equivalents approximate their fair value and are denominated in the following currencies: Australia dollar Singapore dollar United States dollar Chinese Yuan Korean won Note 8. Trade Receivables Trade receivables Less expected credit losses 13,697 937,502 33,017 882 129,702 1,114,800 1,073,735 201,525 56,881 2,080 - 1,334,221 Consolidated 31 Dec 2023 31 Dec 2022 $ $ 587,217 (43,563) 543,654 913,515 (82,798) 830,717 Trade receivables are non-interest bearing and generally on 30 days term (2022: 30 days). For allowance for expected credit losses analysis at the end of the reporting period, please refer to Note 25. Expected credit loss rate (%) Carrying Amount ($) 2023 2022 2023 2022 Allowance of expected credit losses ($) 2022 2023 Current Past due 31 – 60 days Past due 60 – 180 days Past due 180 – 360 days Past due over 360 days 2 3 28 84 100 8 13 71 100 100 338,226 40,023 101,235 102,064 5,669 587,217 357,691 116,347 293,484 132,524 13,469 913,515 5,075 1,186 17,323 14,310 5,669 43,563 18,278 7,566 17,284 26,201 13,469 82,798 Movements in the allowance for expected credit losses are as follows: Opening balance Additional provisions (reversed)/recognised Closing balance Consolidated 31 Dec 2023 31 Dec 2022 $ $ 82,798 (39,235) 43,563 38,488 44,310 82,798 45 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 9. Other Assets Deposits Prepayments Other receivables Note 10. Inventories Raw materials Work in progress Finished goods Consolidated 31 Dec 2023 31 Dec 2022 $ $ 42,570 198,854 99,358 340,782 13,124 605,505 71,715 690,344 Consolidated 31 Dec 2023 31 Dec 2022 $ $ 109,123 51,044 118,811 278,978 95,530 84,249 99,384 279,163 Note 11. Property, Plant and Equipment Furniture & Fittings $ Consolidated Plant & Machinery $ Leasehold Improvements $ Total $ Computers $ Cost Less accumulated depreciation 225,486 117,134 708,170 449,106 1,499,896 (224,941) (104,567) (524,409) (386,500) (1,240,417) 545 12,567 183,761 62,606 259,479 Cost Balance at 31 Dec 2021 Additions Exchange rate movement Balance at 31 Dec 2022 Additions Exchange rate movement Balance at 31 Dec 2023 Accumulated Depreciation Balance at 31 Dec 2021 Depreciation Exchange rate movement Balance at 31 Dec 2022 Depreciation Exchange rate movement Balance at 31 Dec 2023 183,140 20,694 13,895 217,729 5,705 2,052 225,486 147,238 45,567 13,555 206,360 16,754 1,827 224,941 106,680 989 8,169 115,838 168 1,128 117,134 74,511 11,327 6,299 92,137 11,649 781 104,567 609,939 42,292 46,706 698,937 2,434 6,799 708,170 332,315 77,102 29,491 438,908 82,049 3,452 524,409 408,627 - 31,292 439,919 4,943 4,244 449,106 270,939 42,847 22,988 336,774 46,914 2,812 386,500 1,308,386 63,975 100,062 1,472,423 13,250 14,223 1,499,896 825,003 176,843 72,333 1,074,179 157,366 8,872 1,240,417 46 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 12. Right-Of-Use Asset Cost Less accumulated depreciation Cost Balance at the beginning of the year Derecognition Exchange rate movement Balance at the end of the year Accumulated depreciation Balance at the beginning of the year Depreciation Derecognition Exchange rate movement Balance at the end of the year Consolidated 31 Dec 2023 31 Dec 2022 $ $ 131,856 (106,217) 25,639 130,581 - 1,275 131,856 61,663 44,403 - 151 106,217 130,581 (61,663) 68,918 214,145 (99,963) 16,399 130,581 109,699 41,376 (99,963) 10,551 61,663 The right-of-use assets relate to the leases for the office premises in Singapore. Note 13. Intangible Assets On 30 March 2023, the Company’s subsidiary, Osteopore International Pte Ltd completed the acquisition of the business asset of a medical distribution business based in Korea. The business asset acquired included the distribution agreements. Consideration for the asset acquisition consisted of $550,000 cash, 2,400,000 performance shares (160,000 post-consolidation) and $300,000 cash, contingent on reaching certain performance considerations. The Company recognised the acquisition as an asset acquisition on the basis the processes was not considered to be substantive and therefore the acquisition does not meet the definition of a business. At the date of acquisition, the fair value of the assets acquired was assessed as follows: Net Identifiable Assets Acquired Intangible assets - distribution agreements1 Consideration Cash consideration Performance shares2 Contingent cash consideration3 $ 1,054,000 550,000 204,000 300,000 1,054,000 1The distribution agreements acquired have been assigned an average useful life of 3 years based on the underlying length of the distribution agreements purchased. As at 31 December 2023, an amortisation charge of $262,630 was recorded. 47 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 13. Intangible Assets (Continued) 2Performance rights have been valued in accordance with the valuation technique refer to at Note 20. 3Total amount of contingent consideration for $300,000 to be paid if the target business having generated earn-out sales set up as follows:-. Tranche 1: Cash payment of $100,000 for earn-out sales of at least a cumulative $350,000 within 2 years earn-out period Tranche 2: Cash payment of $100,000 for earn-out sales of at least a cumulative $500,000 within 2 years earn-out period Tranche 3: Cash payment of $100,000 for earn-out sales of at least a cumulative $800,000 within 2 years earn-out period Cost Less accumulated depreciation Cost Balance at the beginning of the year Additions Exchange rate movement Balance at the end of the year Accumulated amortisation Balance at the beginning of the year Amortisation expense Exchange rate movement Balance at the end of the year Note 14. Trade and Other Payables Trade payables Accruals Other payables Consolidated 31 Dec 2023 31 Dec 2022 $ $ 1,039,852 (259,963) 779,889 - 1,054,000 (14,148) 1,039,852 - 262,630 (2,667) 259,963 - - - - - - - - - - - Consolidated 31 Dec 2023 31 Dec 2022 $ $ 785,874 258,850 714,499 1,759,223 918,639 274,708 204,385 1,397,732 Trade payables are due to third parties, unsecured, interest-free and repayable according to credit terms of 30 days (2022: 30 days). The carrying amounts of trade payables approximate their fair value and are denominated in the following currencies: Singapore dollar Australia dollar 626,525 159,349 785,874 765,626 153,013 918,639 48 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 15. Borrowings Bridging loan1 Prepaid interest Insurance premium funding2 Consolidated 31 Dec 2023 31 Dec 2022 $ $ 1,112,491 (100,124) 51,848 1,064,215 - - - - 1 On 28 December 2023 the Company entered into a bridging loan agreement of face value S$1,000,000 to fund its working capital and general corporate purposes. The loan has a term of 90 calendar days from the date of disbursement and can be extended for a maximum period of 2 months. The loan has an upfront interest payable of S$90,000 and an interest rate of 3% per month for the first 3 months, 4% per month for the fourth month, and 5% per month on the fifth month and thereafter. On 9 April 2024, the Company entered into a variation deed to extend the maturity date to 1 May 2025 and change the interest rate to 3% per month. 2 Insurance premium funding relates to funding on Directors’ and Officers’ Insurance. Note 16. Provisions Annual leave provision Other provisions Note 17. Lease Liabilities Current Non-Current Consolidated 31 Dec 2023 31 Dec 2022 $ 36,054 22,026 58,080 $ 67,005 10,826 77,831 Consolidated 31 Dec 2023 31 Dec 2022 $ $ 29,100 - 29,100 45,359 28,819 74,178 Amounts recognised in the statement of profit or loss and other comprehensive income Depreciation expense on right-of-use asset (Note 12) Interest expense 44,403 5,971 41,376 9,967 49 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 17. Lease Liabilities (Continued) The Group has leases for the office. The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December were as follows: Within 1 Year Minimum Lease Payments 1-5 Years After 5 Years Total 30,165 (1,065) 29,100 51,213 (5,853) 45,360 - - - 29,873 (1,055) 28,818 - - - - - - 30,165 (1,065) 29,100 81,086 (6,908) 74,178 2023 Lease payments Finance charges Net present value 2022 Lease payments Finance charges Net present value Note 18. Issued Capital 2023 $ No. of Shares 2022 $ No. of Shares Fully paid ordinary shares 10,328,6891 29,529,999 123,568,238 26,957,056 Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There is no current on-market share buy-back. Movements in ordinary share capital No. of Shares Issue price ($) $ Balance at 31 December 2021 117,268,238 26,066,131 Share placement Share issue costs Balance at 31 December 2022 Placement on 3 January 20231 Placement on 24 April 2023 2 Placement on 28 June 2023 3 Share issue costs Effect of 15:1 consolidation 4 Balance at 31 December 2023 6,300,000 0.150 123,568,238 366,666 20,293,604 10,690,122 (144,589,941) 10,328,6891 0.150 0.085 0.085 945,000 (54,075) 26,957,056 55,000 1,724,957 908,661 (115,675) 29,529,999 50 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 18. Issued Capital (Continued) 1 On 22 December 2022, the Company announced that it has received binding commitments from sophisticated and existing investors for a total $1,000,000 placement at $0.15 per share, with one free attaching option for every one new share subscribed for. As of 31 December 2022, the Company has received capital proceeds in advance totalling $945,000, subsequently, issuing 6,666,666 new fully paid ordinary shares on 3 January 2023. After the reporting date the residual placement totalling $55,000 was received. 2 On 24 April 2023, the Company issued 20,293,604 shares in relation to the non-renounceable pro-rata entitlement offer (Entitlement Offer), which gave eligible shareholders the opportunity to subscribe for one fully paid ordinary share for every four fully paid ordinary shares held on the record date, at an issue price of $0.085 per new share, with one free-attaching quoted option for every one new share subscribed for. 3 On 28 June 2023, the Company issued 10,690,122 shares in relation to the shortfall shares from the Entitlement Offer. 4 Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. Note 19. Reserves Common control reserve Share-based payment reserve Foreign currency translation reserve Consolidated 31 Dec 2023 $ 31 Dec 2022 $ (14,915,451) 795,630 (263,949) (14,383,770) (14,915,451) 1,113,860 (201,408) (14,002,999) Common Control Reserve In September 2019, the Company acquired 100% of Osteopore International Pte Ltd (OIS). The acquisition has been accounted for with reference to common controlled entities. The Group has adopted the predecessor accounting method to form one enlarged group. The Company has recorded the excess consideration above the net asset of OIS to a common control reserve in September 2019. Share-Based Payment Reserve The share-based payment reserve arises from the equity-settled compensation plan issued to its director, provided that the director remains in continuous employment with the Company from the date of grant. Equity- settled compensation plan is share of commons stock that vest. The terms and conditions of these awards are established in the employment contract. No. of Options $ Balance at 31 December 2021 13,475,000 2,355,293 Vesting of options Expired options (Note 20) Forfeit of issued employee options (Note 20) Balance at 31 December 2022 Issue of vendor’s performance rights1 Issue of directors' performance rights Options issued to lead manager of the share placement (Note 20) Expired options (Note 20) Effect of 15:1 consolidation2 Balance at 31 December 2023 - (10,100,000) (187,500) 3,187,500 - - 15,000,000 (3,000,000) (14,174,999) 1,012,501 723 (1,221,933) (20,223) 1,113,860 204,000 77,884 460,432 (1,060,546) 795,630 51 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 19. Reserves (Continued) Share-Based Payment Reserve (Continued) 1 The 2,400,000 performance shares (160,000 post-consolidation) have been valued on the date control of assets was obtained using a share price of $0.085 ($1.275 post-consolidation). Management has deemed there to be a 100% probability of the following non-market conditions being achieved: (i) the Target Businesses generating a cumulative $1,000,000 of sales based on audited or reviewed accounts over a twelve (12) month period from completion No material adverse changes having occurred to the business assets 12 months having expired since completion (ii) (iii) 2Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. Note 20. Share-Based Payment Expense Options On 24 April 2023, 10,000,000 options (6,666,667 post-consolidation) exercisable at $0.225 ($3.375 post- consolidation) expiring on 24 April 2026 were issued to the Lead Manager of the placement. All options are vested at grant date. On 28 June 2023, 5,000,000 options (3,333,334 post-consolidation) exercisable at $0.225 ($3.375 post- consolidation) expiring on 24 April 2026 were issued to the Lead Manager as a success fee. All options are vested at grant date. The following table illustrates the number and weighted average exercise price and movements in share options: 31 December 2023 31 December 2022 Outstanding at the beginning of year Expired Forfeited Granted during the year Effect of 15:1 consolidation Outstanding at the end of the year Exercisable at the end of the year Number 3,187,500 (3,000,000) - 15,000,000 (14,174,999) 1,012,501 1,012,501 Weighted average exercise price $ 1.17 (0.27) - 0.23 3.451 3.451 Number 13,475,000 (10,100,000) (187,500) - - 3,187,500 3,187,500 Weighted average exercise price $ 0.49 (0.17) (0.01) - - 1.17 1.17 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. The fair value of the options issued was estimated at the date of grant using the Black-Scholes option pricing model below: Grant Date Expiry Date 27/06/2021 02/11/2025 24/04/2023 24/04/2026 28/06/2023 24/04/2026 Share Price at Grant Date1 $7.050 $1.140 $1.575 Exercise Price1 $9.360 $3.375 $3.375 Expected Volatility 89% 90% 90% Dividend Yield 0% 0% 0% Risk-Free Interest Rate 0.82% 3.24% 3.24% Fair Value at Grant Date1 $4.26 $0.39 $0.63 52 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 20. Share-Based Payment Expense (Continued) Options (Continued) Set out below are the options exercisable at the end of the financial year: Grant Date 28/08/2020 27/06/2021 24/04/2023 28/06/2023 Expiry Date 28/08/2023 02/11/2025 24/04/2026 24/04/2026 31 December 2023 No. of Options1 31 December 2022 No. of Options - 12,500 666,667 333,334 1,012,501 3,000,000 187,500 - - 3,187,500 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. For the financial year ended 31 December 2023, a total share-based payment expense of $460,432 was recognised through profit and loss in relation to lead manager options. During the financial year, the Group provided performance rights to directors and vendors. The following table illustrates the number and movements in share performance rights: Director Performance Rights The fair value of the director performance rights issued was estimated at the date of grant using the Monte Carlo valuation methodology and key inputs have been summarised below: Grant Date Expiry Date Share Price at Grant Date ($)1 VWAP Hurdle ($)1 Risk-free rate (%) Volatility (%) Fair value per Performance Right1 Tranche A 31 Mar 2023 10 May 2028 1.29 Tranche B 31 Mar 2023 10 May 2028 1.29 Tranche C 31 Mar 2023 10 May 2028 1.29 Tranche D 31 Mar 2023 10 May 2028 1.29 Tranche E 31 Mar 2023 10 May 2028 1.29 3.750 2.985 90 1.1010 4.500 2.985 90 1.0635 5.625 2.985 90 1.0095 7.125 2.985 90 0.9540 8.250 2.985 90 0.9075 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. For the financial year ended 31 December 2023, a total share-based payment expense of $77,884 was recognised through profit and loss in relation to the director performance rights. Vendor Performance Rights As disclosed in Note 13, there were 2,400,000 performance shares (160,000 post-consolidation) issued to vendors as part of an asset purchase agreement which have been valued on the date control of assets was obtained using a share price of $0.085 ($1.275 post-consolidation). 53 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 20. Share-Based Payment Expense (Continued) Vendor Performance Rights (Continued) Management has deemed there to be a 100% probability of the following non-market conditions being achieved: I. II. III. the Target Businesses generating a cumulative $1,000,000 of sales based on audited or reviewed accounts over a twelve (12) month period from completion No material adverse changes having occurred to the business assets 12 months having expired since completion For the financial year ended 31 December 2023, a total share-based payment expense of $204,000 was recognised in relation to these performance rights, and this has been capitalised as intangible assets (refer Note 13). Refer below for a summary of all share-based payments expensed through profit and loss for the financial year: Options Performance rights Note 21. Loss per Share Consolidated 31 Dec 2023 $ 31 Dec 2022 $ 460,432 77,884 538,316 723 - 723 The following reflects the income and data used in the calculations of basic and diluted loss per share: Weighted average number of ordinary shares used in calculating basic and diluted loss per share1 Loss for the year used in calculating operating basic and diluted loss per share Basic and diluted loss per share1 Consolidated 31 Dec 2023 31 Dec 2022 No. of Shares No. of Shares 9,555,653 8,237,883 $ $ (4,871,981) (4,195,222) $ $ (0.51) (0.51) 1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024. As the Group incurred a loss for the period, the options on issue have an anti-dilutive effect and there has been an issue of share capital for 31,350,392 ordinary shares (2,090,026 post-consolidation), therefore the diluted EPS is equal to the basic EPS. A total of 15,187,500 share options (1,012,501 post-consolidation) (2022: 3,187,500) which could potentially dilute EPS in the future have been excluded from the diluted EPS calculation because they are anti-dilutive for the current year presented. 54 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 22. Auditors’ Remuneration Remuneration from Audit and Review of Financial Statements Audit and review of financial statements (Grant Thornton Audit Pty Ltd) Other Services None Note 23. Related Parties Key Management Personnel Disclosures Short term employee benefits Post-employment benefits Share-based payment expenses/(benefits) Transactions with Key Management Personnel and their Related Parties Mark Leong – Expense reimbursements Goh Khoon Seng – Expense reimbursements Lim Yujing – Expense reimbursements Consolidated 31 Dec 2023 31 Dec 2022 $ $ 65,532 70,475 - 65,532 - 70,475 Consolidated 31 Dec 2023 31 Dec 2022 $ $ 424,156 26,066 77,884 528,106 604,462 33,329 (20,223) 617,568 24,371 - 28,056 52,427 11,153 15,744 33,822 60,719 55 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 24. Segment Reporting The Company has identified its operating segments based on the internal reports that are used by the Board in assessing performance and in determining the allocation of resources. Given the Company’s operations since incorporation, the Board has identified four relevant business segments based on the Group’s geographical presence – Singapore, Korea, China and Australia. The following tables are an analysis of the Group’s revenue and results by reportable segment for the year ended 31 December 2023 and 2022. Singapore $ Korea $ China $ Australia $ Elimination Consolidated $ $ 2023 External revenue Inter-segment revenue Gross revenue Other income Total revenue (Loss)/profit for the year 1,140,503 1,076,906 364,521 - 1,505,024 1,076,906 7,583 1,679,747 1,084,489 174,723 - - - 3 3 - - - (364,521) (364,521) 8,557 8,557 - (364,521) - 2,217,409 190,866 2,408,275 - 2,217,409 (3,317,494) 305,043 (3,509) (1,831,640) (24,381) (4,871,981) Current assets Non-current assets Total assets 1,678,867 1,065,007 2,743,874 479,055 1,649 118,643 - - - 479,055 1,649 118,643 Total liabilities 1,568,644 57,100 - 1,284,874 2022 External revenue Inter-segment revenue Gross revenue Other income Total revenue 1,692,387 - 1,692,387 81,714 1,774,101 - - - - - - - - 5 5 - - - 6,742 6,742 (Loss)/profit for the year (2,927,192) - 255 (1,268,285) Current assets Non-current assets Total assets Total liabilities 1,950,462 467,162 2,417,624 1,288,276 - - - - 5,203 1,178,780 - - 5,203 3 1,178,780 261,462 - - - - - - - - - - - - - - 2,278,214 1,065,007 3,343,221 2,910,618 1,692,387 - 1,692,387 88,461 1,780,848 (4,195,222) 3,134,445 467,162 3,601,607 1,549,741 56 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 25. Financial Instruments Credit Risk The Group’s activities expose them to credit risk, liquidity risk and market risk - currency, interest rate and price. The Group’s overall risk management strategy seeks to minimise adverse effects from the volatility of financial markets on the Group’s financial performance. The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Company. Management then establishes the detailed policies such as authority levels, oversight responsibilities, risk identification and measurement, and exposure limits, in accordance with the objectives and underlying principles approved by the Board of Directors. There have been no changes to the Group’s exposure to these financial risks or the way it manages the risk, except for its credit risk. Market risk exposures are measured using sensitivity analysis indicated below. Credit risk refers to the risk that counterparty will default on its contractual obligation, resulting in financial loss to the Group. A default on a financial asset is when the counterparty fails to make contractual payments as per agreed terms. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors. Risk Management The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group do not require collateral from its customers. The Group’s major classes of financial assets are trade and other receivables. Trade receivables that are neither past due nor impaired are substantial companies with good collection track record with the Group. Trade receivables are subjected to credit risk exposure. The Group has identified significant concentration of credit risks for trade receivables as follows: Largest customer percentage of trade receivables Largest customer percentage of customer sales Consolidated 31 Dec 2023 31 Dec 2022 % 24 33 % 62 32 Impairment of Financial Asset The Group has the following financial assets that are subject to insignificant credit losses where the expected credit loss (“ECL”) model has been applied using the following approaches below. The Group identified $43,563 of underperforming or non-performing financial assets during the year (2022: $82,798). To measure the expected credit losses, trade receivables were grouped based on shared credit risk characteristics. Receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group determines the ECL by using a provision matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix. 57 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 25. Financial Instruments (Continued) Credit Risk (Continued) For the purpose of impairment assessment, other receivables are considered to have low credit risk as they are not due for payment at the end of the reporting period and there has been no significant increase in the risk of default on the receivables since initial recognition. Accordingly, the loss allowance is measured at an amount equal to 12-month ECL. In determining the ECL, the historical default experience and financial position of the counterparties are taken into account, adjusted for factors that are specific to the debtors and general economic conditions of the industry in which the debtors operate, in estimating the probability of default of each of these financial assets occurring within their respective loss assessment time horizon, as well as the loss upon default in each case. There has been no change in estimation techniques or significant assumptions made during the current reporting period in assessing the loss allowance for other receivables. Market Risk Market risk is the risk that changes in market price, such as interest rates and foreign exchange rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. Foreign Currency Risk The Group’s foreign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, the Group does not have any formal policy for hedging against currency risk. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short term imbalances between entities. The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows: Singapore dollar Chinese Yuan United States dollar Korean won 2023 2022 Assets $ Liabilities $ Assets $ Liabilities $ 1,591,304 882 33,017 431,571 2,056,774 1,568,645 - - 57,100 1,625,745 1,344,471 2,080 56,881 - 1,403,432 1,252,153 - - - 1,252,153 The Group had net assets denominated in foreign currencies of $431,029 (2022: $151,279). At 31 December 2023, if the Singapore dollar weakened by 10% against these foreign currencies with all other variables held constant, the Group’s loss before tax would have been $43,103 lower (2022: $15,128) and equity would have been $43,103 higher (2022: $15,128). The percentage change is the expected overall volatility of the significant currencies, which is based on management’s assessment of reasonable possible fluctuations taking into consideration movements over the last 6 months each year and the spot rate at each reporting date. The net foreign exchange loss included in other expenses for the year ended 31 December 2023 was $11,548 (2022: $4,717). 58 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 25. Financial Instruments (Continued) Market Risk (Continued) Interest Rate Risk The Group’s exposure to the risks of changes in market interest rates relates primarily to the Group’s short- term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non- interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk. The Group has not entered any hedging activities to cover interest rate risk. Regarding its interest rate risk, the Group does not have a formal policy in place to mitigate such risks. The following table set out the carrying amount by maturity of the Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Fixed Interest Rate Maturing Non- Interest Bearing < 1 Year 1 – 5 Years > 5 years Floating Interest Rate Total Weighted Average Interest Rate $ $ $ $ $ $ 1,101,104 - - 1,164,339 260,486 - - - - - - 13,696 1,114,800 0.04% - 1,164,339 36.00% - 1,073,735 1,334,221 0.87% 2023 Financial assets Cash and cash equivalents Financial liabilities Borrowings 2022 Financial assets Cash and cash equivalents Liquidity Risk The Group manages liquidity risk by maintaining sufficient cash reserves and marketable securities and through the continuous monitoring of budgeted and actual cash flows. No liquidity risk has been disclosed for the Group as the Group’s financial assets and liabilities are contractually due on demand or within one year, and the undiscounted cash flows approximate the carrying amounts as reported on the statement of financial position. Fair Values For other assets and liabilities, the net fair value approximates their carrying value. The Group has no financial assets or liabilities that are readily traded on organised markets and has no financial assets where the carrying amount exceeds net fair values at the reporting date. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to the financial statements. 59 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 26. Contingent Assets and Liabilities The Directors of the Group are not aware of any contingent liabilities which require disclosure in the financial year ended 31 December 2023 (2022: nil). Note 27. Commitments The Group has expenditure commitments of $1.8m over 3 years representing the required contribution to a research project developing jaw implants under a clinical-industrial partnership agreement signed in December 2021. There were no other commitments noted as at 31 December 2023 (31 December 2022: nil). Note 28. Subsequent Events On 4 March 2024, the Company announced that that the consolidation of capital approved by shareholders at the Company’s general meeting on 21 February 2024 has been completed. The shareholders approved the consolidation based on a ratio of 15 to 1, which means that every 15 pre-consolidation securities are consolidated into 1 post-consolidation security. On 13 March 2024, the Company announced a renounceable pro-rata offer to shareholders whose registered address is in Australia, New Zealand, Malaysia or Singapore (“Eligible Shareholders”) to raise up to approximately $3,000,000 (before costs) on the basis of 10 new shares for every 1 existing share at an issue price of $0.029 per share with 1 free-attaching option for every 5 new shares subscribed for. On 4 April 2024, a replacement prospectus was issued by the Company. On 5 April 2024, the Company announced that the pro-rata entitlement offer had received commitments of $2,907,000 (before costs) by Eligible Shareholders. On 9 April 2024, the Company entered into a variation deed in relation to the S$1,000,000 bridging loan agreement to extend the maturity date to 1 May 2025 and change the interest rate to 3% per month. Apart from the above, the Directors are not aware of any matter or circumstance that has arisen since the end of the financial year that, in their opinion, has significantly affected or may significantly affect in future financial years, the operations of the Group, the results of those operations or the Group’s state of affairs. 60 Osteopore Limited and its Controlled Entities Notes to the Consolidated Financial Statements For the year ended 31 December 2023 Note 29. Parent Entity Disclosures The following information has been extracted from the books and records of the legal parent, being Osteopore Limited and has been prepared in accordance with Accounting Standards. Financial Position Total current assets Total non-current assets Total assets Total current liabilities Total liabilities Net assets Issued capital Common control reserve Share-based payment reserve Accumulated losses Total equity Financial Performance Loss for the year Other comprehensive income Total comprehensive loss Consolidated 31 Dec 2023 31 Dec 2022 $ $ 2,427,524 - 2,427,524 1,994,922 1,994,922 432,602 1,178,781 1,134,547 2,313,328 261,462 261,462 2,051,866 29,529,999 (14,915,451) 795,631 (14,977,577) 432,602 26,957,056 (14,915,451) 1,113,860 (11,103,599) 2,051,866 (4,934,522) - (4,934,522) (3,502,625) - (3,502,625) The Parent Entity has no capital commitments and has not entered into a deed of cross guarantee nor are there any contingent liabilities at the year end. 61 Osteopore Limited and its Controlled Entities Directors’ Declaration For the year ended 31 December 2023 In accordance with a resolution of the directors of Osteopore Limited, I state that: 1. In the opinion of the directors: (a) the financial statements and notes of Osteopore Limited for the financial year ended 31 December 2023 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2023 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations 2001; (b) the financial statements and notes also comply with International Financial Reporting Standards; and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the directors by the chief executive officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2023. On behalf of the board Mark Leong Executive Chairman 16 April 2024 62 Independent Auditor’s Report To the Members of Osteopore Limited Report on the audit of the financial report Opinion Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 We have audited the financial report of Osteopore Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2023, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial statements, which indicates that the Group incurred a net loss of $4,871,981 during the year ended 31 December 2023, and had net operating cash outflows for the year of $3,737,141. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. 63 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. Key audit matter How our audit addressed the key audit matter Revenue recognition– Note 1 and 4 The Group recognised $2,217,409 of revenue from contracts with customers for the period ended 31 December 2023. The Group recognises revenue from the sale of its patent-protected biometric scaffolds. Revenue is recognised at the point the Group’s customers receive their product orders. Revenue recognition is a key audit matter due to the large volume of transactions involved and the nature of the Group’s contractual arrangements in applying revenue recognition. Asset acquisition of intangible asset Note 1 and 13 On 30 March 2023, the Group completed the acquisition of multiple medical distribution rights in Korea for total consideration of $1,054,000. The acquisition has been accounted for as an asset acquisition. The acquisition is significant to the Group and accounting for the acquisition was complex due to the judgment required by the Group to identify and determine the fair values of all of the assets and liabilities acquired. Our procedures included, amongst others: • Understanding and documenting the design and implementation of internal controls for the Group’s revenue streams; • Understanding and testing the Group’s contractual arrangements with customers on a sample basis, focusing on the identification of performance obligations for product sales including revenue recognition in accordance with AASB 15 “Revenue from Contracts with Customers”; • Assessing the adequacy of Group’s presentation and disclosures in the financial statements under AASB 15. Our procedures included, amongst others: • • • • Understanding the purchase agreement to gain an understanding of the key terms; Assessing the appropriateness of the asset acquisition accounting applied; Assessing the fair value of all of the assets and liabilities acquired, including considering whether the valuation methodologies applied were in accordance with the requirements of Australian Accounting Standards; and Evaluated the adequacy of the Group’s disclosures in the financial report relating to the acquisition of the business assets. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 31 December 2023, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Grant Thornton Audit Pty Ltd 64 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/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 19 of the Directors’ report for the year ended 31 December 2023. In our opinion, the Remuneration Report of Osteopore Limited, for the year ended 31 December 2023 complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. GRANT THORNTON AUDIT PTY LTD Chartered Accountants L A Stella Partner – Audit & Assurance Perth, 16 April 2024 Grant Thornton Audit Pty Ltd 65 Osteopore Limited and its Controlled Entities ASX Additional Information Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is as follows. The information is current at 22 March 2024. ORDINARY FULLY PAID SHARES The Company has 10,328,689 ordinary fully paid shares on issue. Substantial Shareholders The names of the substantial shareholders (who hold 5% of more of the issue capital) are listed below: Name CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD UOBKH A/C R’MIERS MS IRENE NG AI CHEN Total Number of Shares % 989,564 703,551 658,833 2,351,948 9.58 6.81 6.38 22.77 Distribution of Shareholders 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total Number of Shares 6,193,787 2,222,144 709,088 801,974 401,696 10,328,689 Number of Holders 20 97 97 345 1,373 1,932 There were 1,778 holders of ordinary shares holding less than a marketable parcel. Top Twenty Shareholders The names of the twenty largest holders of quoted shares are listed below: Name CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD UOBKH A/C R'MIERS MS IRENE NG AI CHEN MR PATRICK JOHN MCHALE HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED MR MICHAEL MARCUS LIEW MR EVAN PHILIP CLUCAS & MS LEANNE JANE WESTON CHING-YUAN HUANG LIM THIAM CHYE DIETMAR HUTMACHER BNP PARIBAS NOMS PTY LTD HO-CHWAN INVESTMENT CO LTD MR HANRY YU DR RUSSELL KAY HANCOCK MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MR KELVIN CHUA YONG WEI MR LIM JING ANNIKA WALTER SCHANTZ BNP PARIBAS NOMS PTY LTD UOB KH PL AC Number of Shares % 989,564 703,551 658,833 500,000 328,433 301,730 9.58 6.81 6.38 4.84 3.18 2.92 297,624 280,769 245,116 214,234 212,939 210,577 210,371 200,000 170,278 165,883 157,334 139,800 104,451 2.88 2.72 2.37 2.07 2.06 2.04 2.04 1.94 1.65 1.61 1.52 1.35 1.01 66 Osteopore Limited and its Controlled Entities ASX Additional Information Name ROUND TABLE PARTNERS BERHAD Total QUOTED OPTIONS Number of Shares % 102,300 6,193,787 0.99 59.97 The Company has on issue 3,510,164 quoted options exercisable at $3.375 each, expiring on 24 April 2026. Substantial Option Holders The name of the quoted option holders (who hold 5% of more of the quoted options issued) are listed below: Name MR KELVIN CHUA YONG WEI MR EVAN PHILIP CLUCAS & MS LEANNE JANE WESTON MR PATRICK JOHN MCHALE Total Number of Options % 506,090 14.42 223,534 200,000 929,624 6.37 5.70 26.49 Distribution of Option Holders 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 TOTAL Number of Holders 9 53 32 61 172 327 Number of Options 1,652,081 1,434,672 238,256 140,450 44,705 3,510,164 Top Twenty Option Holders The names of the twenty largest holders of quoted options are listed below: Name MR KELVIN CHUA YONG WEI MR EVAN PHILIP CLUCAS & MS LEANNE JANE WESTON MR PATRICK JOHN MCHALE DR RUSSELL KAY HANCOCK GILSMITH SMSF PTY LTD CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD UOBKH A/C R'MIERS BAOWIN INVESTMENTS PTY LTD MR MD AKRAM UDDIN JYZ PAIR PTY LTD GOFFACAN PTY LTD GOLDEN SUNRISE (AUST) PTY LTD DIETMAR HUTMACHER SCINTILLA CAPITAL PTY LTD MR JUN LIU MR HYUNGDAE SHIN MATTHEW BURFORD SUPER FUND PTY LTD MR GEORGE COLIN SMITH MR DWAYNE MICHAEL PINTO Number of Options % 506,090 223,534 14.42 6.37 200,000 133,334 133,334 125,489 122,519 107,780 100,001 79,527 78,334 74,998 66,667 66,667 55,556 55,000 46,667 38,779 34,077 5.70 3.80 3.80 3.58 3.49 3.07 2.85 2.27 2.23 2.14 1.90 1.90 1.58 1.57 1.33 1.10 0.97 67 Osteopore Limited and its Controlled Entities ASX Additional Information Name MR MATTHEW REGOS & MRS SILVIA LISA REGOS NETWEALTH INVESTMENTS LIMITED FINSOL GROUP PTY LTD MR LIAN HEO DING MR GUY PERKINS Total Number of Options % 33,334 0.95 33,334 33,334 32,593 31,373 2,412,321 0.95 0.95 0.93 0.89 68.72 UNQUOTED OPTIONS The Company has on issue 12,500 unquoted options exercisable at $9.36 each, expiring on 2 November 2025. Option Holders The name of the unquoted option holders (who hold 20% of more of the unquoted options issued) are listed below: Name CARL PETER RUNDE Total Distribution of Option Holders 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 TOTAL PERFORMANCE RIGHTS Number of Options % 12,500 12,500 100.00 100.00 Number of Holders 1 - - - - 1 Number of Options 12,500 - - - - 12,500 The Company has the following classes of performance rights on issue: Class OSXPERA OSXPERB OSXPERC OSXPERD OSXPERE Terms DIRECTOR PERFORMANCE RIGHTS CLASS A EXPIRING 10/05/2028 DIRECTOR PERFORMANCE RIGHTS CLASS B EXPIRING 10/05/2028 DIRECTOR PERFORMANCE RIGHTS CLASS C EXPIRING 10/05/2028 DIRECTOR PERFORMANCE RIGHTS CLASS D EXPIRING 10/05/2028 DIRECTOR PERFORMANCE RIGHTS CLASS E EXPIRING 10/05/2028 OSXVENPER VENDOR PERFORMANCE RIGHTS EXPIRING 23/05/2028 Total Number of Performance Rights 80,001 120,000 140,001 180,000 220,002 160,000 900,004 68 Osteopore Limited and its Controlled Entities ASX Additional Information Performance Rights Holders The name of the performance rights holders (who hold 20% of more of the performance rights issued) are listed below: Name MARK LEONG 616,668 Number of Performance Rights % 68.52 68.52 Total 616,668 Distribution of Performance Rights Holders 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 TOTAL Number of Holders 2 2 - - - 4 Number of Performance Rights 776,668 123,336 - - - 900,004 ON-MARKET BUY BACK There is no current on-market buy back. VOTING RIGHTS All ordinary shares carry one vote per share without restriction. Options and Performance Rights have no voting rights. RESTRICTED SECURITIES The Company does not have any restricted securities (including voluntary restricted securities). 69 

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