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
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66
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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.
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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.
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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.
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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%
-
-
-
-
-
-
-
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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
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‘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
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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