OSTEOPORE LIMITED
AND ITS CONTROLLED ENTITIES
ACN 630 538 957
CONSOLIDATED ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Osteopore Limited and its Controlled Entities
Consolidated Annual Report
For the year ended 31 December 2024
1
CORPORATE INFORMATION
Directors
Mark Leong
Lim Yujing (Appointed 24 September 2024)
Professor Teoh Swee Hin
Daniel Ow
Michael Keenan
Company Secretary
Jack Rosagro (Appointed on 20 May 2024)
Kellie Davis (Resigned on 20 May 2024)
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/
Osteopore Limited and its Controlled Entities
Consolidated Annual Report
For the year ended 31 December 2024
2
CONTENTS
PAGE
Letter from the Chairman
3
Directors’ Report
5
Auditor’s Independence Declaration
22
Consolidated Statement of Profit or Loss and Other Comprehensive Income
23
Consolidated Statement of Financial Position
24
Consolidated Statement of Changes in Equity
25
Consolidated Statement of Cash Flows
26
Notes to the Consolidated Financial Statements
27
Directors’ Declaration
61
Independent Auditor’s Report
62
Additional ASX Information
65
Osteopore Limited and its Controlled Entities
Letter from the Chairman
3
On behalf of the Board, I would like to present the 2024 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 is focused on bone and rhinoplasty products, which are supported
by significant clinical validation, regulatory approval and geographical presence. To maintain its competitive
edge and improve product portfolio, the Company is also developing applications in soft tissue applications
such as tendon and ligament, while paying attention to opportunities where its scaffold may be included in cell
therapy.
In September 2024, the Company announced the appointment of Dr. Lim Yujing as Executive Director, in
addition to his roles as CEO and Chief Technology Officer. His appointment strengthens the Board - under Dr.
Lim’s direction as CEO since July 2023, the Company oversaw 7 quarters of consecutive growth and a further
25% year-on-year growth in revenue in 2024 (vs 2023). The Company’s financials continue to show
improvement: net losses reduced by 31% in 2024 (vs 2023).
Operating with an improved cost structure, the Company’s revenue capture efficiency has further improved.
Osteopore is delighted to achieve record high of $2,762,782 in annual revenue for 2024, which represents a
25% year-on-year growth. In doing so, Osteopore also surpassed 120,000 implants globally while maintaining
safety and efficacy.
The revenue distribution by geography remained largely similar to the previous year, reflecting the stability and
consistency of Osteopore’s market presence across various regions. Notably, the top five countries collectively
accounted for more than 75% of the Company’s annual total revenue.
Each of the top-five performing countries has now achieved a milestone, contributing at least $100,000 in
revenue, which is an improvement over the previous year. This substantiates the Company’s focus on these
key markets and demonstrates the potential for continued growth. The Indian market experienced a substantial
growth of 376%, the Philippines grew by 71%, while Australia grew by 51% on the back of a distribution refresh
with global MNC Zimmer Biomet (NYSE and SIX: ZBH).
These results demonstrate the ability to execute on plans that enabled the Company to capitalise on
opportunities across different geographies and navigate challenges. For instance, while revenue in Korea was
impacted by the ongoing doctors' strike, timely, proactive measures ensured that revenues from other regions
compensated for this shortfall. In fact, the Company managed to overcome the shortfall and record another
year of continued revenue growth.
The orthopaedic business segment also recorded an encouraging start to its commercial journey in Singapore,
with global MNC DiethelmKellerSiberHegner (SIX: DKSH) signing a multi-year exclusive arrangement.
Osteopore stands to benefit from market expansion specialist DKSH’s expertise in growing its adoption post
approvals in March 2024.
Osteopore seized an opportunity to sufficiently recapitalise by entering into an agreement to issue 4% in
redeemable convertible notes (RCNs) with an aggregate nominal value of up to $20,000,000. The Company
believes that this is an arrangement that balances access to capital and shareholder interest given the
macroeconomic conditions, transient undervaluation, and the belief that Osteopore’s value will be better
appreciated with its commercial performance and strategic innovation pipeline.
Osteopore Limited and its Controlled Entities
Letter from the Chairman
4
In 2025, Osteopore will continue to execute its organic growth strategy and maintain its cost structure
efficiency. Apart from organic growth, Osteopore will assess suitable inorganic growth opportunities through
merger and acquisition (M&A), licensing, and new business lines that expand its value chain capture.
Yours faithfully
Mark Leong
Executive Chairman
Osteopore Limited
Osteopore Limited and its Controlled Entities
Directors’ Report
5
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 2024.
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
Position
Date Appointed
Date Resigned
Mark Leong
Lim Yujing
Executive Chairman
Executive Director
28 December 2021
24 September 2024
-
Daniel Ow
Non-Executive Director
7 October 2021
-
Professor Teoh Swee Hin
Non-Executive Director
24 June 2019
-
Michael Keenan
Non-Executive Director
18 July 2023
-
PRINCIPAL ACTIVITIES
Osteopore Ltd. is a global medical technology company founded in Singapore and listed in Australia that
commercialises products designed to enable natural 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 manufactured using a proprietary manufacturing technique with a
polymer that naturally dissolves over time to allow natural and healthy bone tissue, significantly reducing the
post-surgery complications commonly associated with permanent bone implants. Our 3D printing technology
is unique to Osteopore.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
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 7 May 2024, the Company issued 98,626,144 shares raising $2,860,160 (before costs) in relation to the
renounceable pro-rata 10-for-1 Entitlement Offer for eligible shareholders, at an issue price of $0.029 per
share, with one free-attaching option (exercise price $0.0387) for every 5 new shares subscribed under the
Entitlement Offer.
On 24 December 2024, the Company entered into a subscription agreement to issue 4% redeemable
convertible notes (RCNs) with an aggregate nominal value of up to $20,000,000, after receiving shareholders
approval in an EGM convened on 23 December 2024.
Other than the above, there were no further significant changes in the state of affairs of the Group during the
year ended 31 December 2024.
REVIEW OF OPERATIONS
This is Osteopore’s fifth year operating as an ASX-listed company.
Osteopore continues to execute its strategy on growing revenue and optimising efficiencies while not losing
sight of product innovation. This focus has led to a year-on-year revenue growth of 25% to $2,762,782 along
with an improvement in its P&L position where its net loss has reduced by 31% year-on-year.
In 2024, Osteopore obtained new product approval in the orthopaedic business segment for Singapore and
Vietnam. The Company refreshed its distribution network by signing up with Zimmer Biomet (NYSE and SIX:
ZBH) and DiethelmKellerSiberHegner (SIX: DKSH) for its craniofacial products and orthopaedic products
Osteopore Limited and its Controlled Entities
Directors’ Report
6
respectively. Zimmer Biomet is ranked 19th in the Top 100 medical device companies globally, while DKSH is
a Swiss-based specialist company in market expansion services. Osteopore also secured a distribution
arrangement for its craniofacial product line in Brazil.
In the product development pipeline, Osteopore announced the successful progress of innovation projects with
the University of Chile, the National Dental Centre Singapore and A*STAR, the National University Hospital
Singapore, and Australia’s Princess Alexandra Hospital. Apart from these advances, Osteopore also partnered
with SingHealth to establish its first Global Centre of Excellence for customised medical devices.
To maintain its edge on medical innovation, Osteopore entered into collaborations with stem cell companies
such as US-based RxCell (iPSC) and NASDAQ-listed CytoMed (MSC). In addition, Osteopore signed an
Investment Agreement with US renowned scientists Dr. Brian Kennedy and Dr. Zeng Xianmin to drive
regeneration innovation.
Osteopore has implemented measures to improve its cost structure, with product development and laboratory
expenses reducing by approximately 28%, and sales, marketing and business development expenses by
approximately 33% (Note 5). The improving performance of the Company supports the measures taken by the
Company.
Likely Developments and Expected Results
The business outlook continues to remain positive for Osteopore despite lukewarm global macroeconomics
and heightened political tension. The exclusive distribution arrangement with Zimmer Biomet has set a solid
foundation for increased commercial presence for its craniofacial products particularly in Europe and Australia.
With specialist market expansion MNC DKSH as commercial partner in Singapore, Osteopore is also prepared
for an uptick in its orthopaedic business. The unique Global Centre of Excellence partnership with SingHealth
is also expected to provide additional boost to commercial adoption in Singapore and globally.
Osteopore expects at least one more product approval in 2025, which will provide additional opportunity for
meaningful revenue capture.
The Company expects to maintain cost structure efficiency while directing sales and marketing efforts to high
growth business segments such as orthopaedic implants and customised implants (both craniofacial and
orthopaedic). Periodic review of its distribution network for opportunities to accelerate product
commercialisation will remain an ongoing focus in 2025. Apart from organic growth, Osteopore will assess
suitable inorganic growth opportunities through merger and acquisition (M&A), licensing, and new business
lines that expand its value chain capture.
REVIEW OF RESULTS
The Company’s 2024 revenue grew 25% year-on-year, while its 2024 net loss after tax of $3,352,436 (2023:
$4,871,981) was 31% lower than 2023.
The allocation of sales, marketing, and business development expenses was also reduced by close to 33%.
Expenditure on sales and marketing yielded better revenue capture, as the appropriate allocation of resource
has empowered the Company to report continued revenue growth through most of 2024,
The Group had a net asset position, as of 31 December 2024, of $306,220 (2023: $432,603). Osteopore ends
the financial year with a cash balance of $638,498 (2023: $1,114,800).
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.
Osteopore Limited and its Controlled Entities
Directors’ Report
7
Directors’ Details
Mark Leong
Executive Chairman (Appointed 28 December 2021)
Experience
Fellow of ACCA & Chartered
Accountant of the Institute of
Singapore Chartered
Accountants
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, Options &
Performance Rights
137,500 fully paid ordinary shares, 2,500 listed options, 25,000 unlisted options,
5,625,000 director performance rights
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 Catalano Seafood Ltd (ASX:CSF)
Executive Director of LifeBrandz Ltd (SGX: 1D3)
Lim Yujing
Executive Director (Appointed 24 September 2024)
Experience
B Eng, M Eng, PhD
Bioengineering (Singapore)
Dr Lim has been the Chief Executive Officer (CEO) of Osteopore since 18 July
2023, succeeding his appointment as Chief Technology Officer (CTO) in 2018
and Chief Operating Officer (COO) in 2022.
Dr Lim is a Doctor of Philosophy (PhD), Bioengineering and Biomedical
Engineering graduate from Nanyang Technology University Singapore, and a
Master of Engineering (Mechanical Engineering) and Tissue Engineering
graduate from the National University of Singapore.
Interest in Shares, Options &
Performance Rights
157,334 fully paid ordinary shares, 5,250 fully paid ordinary shares (held through
nominee), 1,050 listed options, 4,125,000 director performance rights
Other Listed Entity
Directorships
Dr Lim has no other current and has had no previous listed entity directorships
in the last three years.
Daniel Ow
Non-Executive Director (Appointed 7 October 2021)
Experience
B Com, C.P.A (Aust)
Graduate Certificate in
Financial Planning (FINSIA)
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.
Osteopore Limited and its Controlled Entities
Directors’ Report
8
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 &
Performance Rights
625,000 director performance rights
Other Listed Entity
Directorships
Mr Ow has no other current and has had no previous listed entity directorships
in the last three years.
Professor Teoh Swee Hin
Non-Executive Director (Appointed 24 June 2019)
Experience
B Eng (1st Hons), PhD
Materials Engineering
(Singapore)
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, Options &
Performance Rights
1,179,089 fully paid ordinary shares, 118,838 listed options, 116,979
unlisted options, 625,000 director performance rights
Other Listed Entity
Directorships
Prof. Teoh has no other current and has had no previous listed entity
directorships in the last three years.
Osteopore Limited and its Controlled Entities
Directors’ Report
9
Michael Keenan
Non-Executive Director (Appointed 18 July 2023)
Experience
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 in 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.
Interest in Shares, Options &
Performance Rights
625,000 director performance rights
Other Listed Entity
Directorships
Mr Keenan has no other current and has had no previous listed entity
directorships in the last three years.
Company Secretary
Appointed on 20 May 2024, Mr Jack Rosagro is an experienced Company Secretary and Corporate
Governance Advisor to a portfolio of companies including ASX listed and Unlisted Public companies in a range
of industries including Software, Biotechnology, and Mineral Exploration. Jack is a Fellow member of the
Governance Institute of Australia.
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 2024 and the number of meetings attended by each director
were:
Board Meeting
Audit & Compliance Committee
Meetings*
Eligible to
Attend
Attended
Eligible to
Attend
Attended
Mark Leong
13
13
-
-
Lim Yujing
3
3
-
-
Daniel Ow
13
12
-
-
Prof. Teoh Swee Hin
13
12
-
-
Michael Keenan
13
12
-
-
*
these are conducted by the Board as a whole, as part of board meetings.
Matters Subsequent to The End of The Financial Year
Convertible Note Agreement
On 24 December 2024, the Company entered into an subscription agreement to issue 4% redeemable
convertible notes with an aggregate nominal value of up to $20,000,000 comprising of 4 equal tranches of
nominal value of $5,000,000 each. Each tranche comprising 20 equal sub-tranches of $250,000 each. The
face value of the convertible notes when issued is $50,000 each.
The interest amount is equivalent to 100% of the nominal value of the convertible notes at the rate of 4.0% per
annum. The interest is payable in cash quarterly in arrears.
Osteopore Limited and its Controlled Entities
Directors’ Report
10
The maturity date of the notes is 36 months from the closing date of the first tranche. A Noteholder may at any
time up to 7 calendar days prior to the maturity date exercise its right to convert all outstanding notes into
shares. The convertible notes which are not redeemed or purchased, converted or cancelled by the Company
on or before the maturity date shall be converted by the Company on the maturity date.
If an issue of shares would result in the voting power in the Company of the noteholder or any other person
exceeding 19.99%, the noteholder must make reasonable efforts for the issue to not have that result, and the
Company must not issue the relevant shares. To the extent that the convertible notes cannot be converted in
to shares (as it would breach the Corporations Act, Foreign Acquisitions and Takeovers Act 1975 or the ASX
Listing Rules) or there could be a breach of the minimum free float requirement if the shares are issued, the
Company must on notice by the Noteholder redeem the Convertible Notes at 108% together with accrued
interest.
The conversion price shall be 80% of the average of the closing price per share on any five consecutive
business days as selected by the noteholder during the 45 business days immediately preceding the relevant
Conversion Date on which shares were traded on the ASX.
The Company may purchase the outstanding convertible notes at 115% of its principal amount, or such other
amount as may be agreed, provided that all outstanding costs, fees and Interest payable under the subscription
agreement and the terms and conditions are paid and settled by the Company.
Notes issuance
On 14 February 2025, the Company issued 4% redeemable convertible notes with an aggregate nominal value
$2,000,000 in accordance with the subscription agreement as announced on 24 December 2024. In
conjunction with this, it is agreed that a portion of the funds raised from the subscription of the Notes will be
used to offset the repayment of the total outstanding amount under the bridging loan agreement dated 28
December 2023 and the loan variation deed dated 9 April 2024 between the Company and Advance
Opportunities Fund I (Loan). With effect from the issue of the Notes on 14 February 2025, all indebtedness
and obligations of the Company in respect of the Loan have been repaid and satisfied in full.
On 7 April 2025, the Company issued 4% redeemable convertible notes with an aggregate nominal value
$1,000,000 in accordance with the subscription agreement.
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.
Osteopore Limited and its Controlled Entities
Directors’ Report
11
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)
•
Lim Yujing (Executive Director – appointed 24 September 2024 / Chief Executive Officer / Chief
Technology Officer)
•
Daniel Ow (Non-Executive Director)
•
Professor Teoh Swee Hin (Non-Executive Director)
•
Michael Keenan (Non-Executive Director)
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.
The Eligible Participant’s length of service with the Group;
II.
The contribution made by the Eligible Participant to the Group;
III.
The potential contribution of the Eligible Participant to the Group; or
IV.
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.
Osteopore Limited and its Controlled Entities
Directors’ Report
12
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
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
Lim Yujing
Executive Director / Chief
Executive Officer /
Chief Technology Officer
Commenced: 17 November 2014, promoted to Chief Executive Officer
with effect from 11 July 2023, appointed Executive Director 24 September
2024
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
2024
2023
2024
2023
2024
2023
Directors
Mark Leong
70%
70%
-
-
30%
30%
Lim Yujing1
92%
100%
-
-
8%
-
Daniel Ow
84%
86%
-
-
16%
14%
Prof. Teoh Swee Hin
84%
86%
-
-
16%
14%
Michael Keenan
100%
100%
-
-
-
-
1 Lim Yujing held the position of Chief Executive Officer until 23 September 2024 and was appointed as Executive
Director on 24 September 2024
Osteopore Limited and its Controlled Entities
Directors’ Report
13
Details of Remuneration (Continued)
Details of the remuneration of key management personnel of the Company are set out in the following tables.
Short-term benefits
Post-employment
benefits
Share-based payments
Salary
Cash
Non-
Superannuation
Equity-settled
Equity-settled
and fees
bonus
monetary
or equivalent
shares
options
Total
2024
$
$
$
$
$
$
$
Directors
Mark Leong
150,000
-
-
-
77,377
-
227,377
Daniel Ow
36,000
-
-
4,050
7,738
-
47,788
Prof. Teoh Swee Hin
36,000
-
-
4,050
7,738
-
47,788
Michael Keenan
36,000
-
-
4,050
92
-
40,142
Lim Yujing1
64,790
5,567
19,574
89,931
Key Management Personnel
Lim Yujing1
134,173
-
-
11,489
-
-
145,662
456,963
-
-
29,206
112,519
-
598,688
1Lim Yujing held the position of Chief Executive Officer until 23 September 2024 and was appointed as Executive Director on 24 September 2024
Osteopore Limited and its Controlled Entities
Directors’ Report
14
Details of Remuneration (Continued)
Short-term benefits
Post-employment
benefits
Share-based payments
Salary
Cash
Non-
Superannuation
Equity-settled
Equity-settled
and fees
bonus
monetary
or equivalent
shares
options
Total
2023
$
$
$
$
$
$
$
Directors
Mark Leong
150,000
-
-
-
64,904
-
214,904
Daniel Ow
36,000
-
-
3,870
6,490
-
46,360
Prof. Teoh Swee Hin
36,000
-
-
3,870
6,490
-
46,360
Michael Keenan1
16,429
-
-
1,807
-
-
18,236
Key Management Personnel
Lim Yujing
185,727
-
-
16,519
-
-
202,246
424,156
-
-
26,066
77,884
-
528,106
1Appointed on 18 July 2023
Osteopore Limited and its Controlled Entities
Directors’ Report
15
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.
2024
2023
2022
Net loss after tax ($)
(3,352,436)
(4,871,981)
(4,195,222)
Share price at year end ($)1
0.035
0.645
2.325
Basic loss per share ($)1
(0.04)
(0.51)
(0.51)
Total dividends (cents per share)
-
-
-
1Share price and basic loss per share factors in the effect of 15:1 consolidation of capital as approved by shareholders at
the General Meeting held on 21 February 2024.
There is no relationship between the remuneration policy and the performance of the Group.
Share-based Compensation
Performance Rights Issued as Remuneration
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of
directors and other key management personnel in this financial year or past reporting years are as follows.
2024
Number of
Performance
Rights Granted1
Grant Date
%
Vested
%
Unvested
Directors
Mark Leong
5,625,000
23 December 2024
-
100
Lim Yujing
4,125,000
23 December 2024
-
100
Daniel Ow
625,000
23 December 2024
-
100
Prof. Teoh Swee Hin
625,000
23 December 2024
-
100
Michael Keenan
625,000
23 December 2024
-
100
Key Management Personnel
Lim Yujing
-
-
-
-
The terms and milestones for the performance rights are listed below and in Note 20.
The fair value of the director performance rights issued during the prior financial year was estimated at the
date of grant using the Monte Carlo valuation methodology and key inputs have been summarised below:
Tranche A
Tranche B
Tranche C
Tranche D
Tranche E
Grant Date
23 Dec 2024
23 Dec 2024
23 Dec 2024
23 Dec 2024
23 Dec 2024
Expiry Date
23 Dec 2029
23 Dec 2029
23 Dec 2029
23 Dec 2029
23 Dec 2029
Share Price at Grant Date
($)1
0.036
0.036
0.036
0.036
0.036
VWAP Hurdle ($)1
0.085
0.12
0.16
0.20
0.25
Risk-free rate (%)
4.076
4.076
4.076
4.076
4.076
Volatility (%)
70
70
70
70
70
Fair value per
Performance Right1
0.0344
0.0304
0.0270
0.0242
0.0220
There were no performance rights issued as remuneration for the year ended 31 December 2024.
Osteopore Limited and its Controlled Entities
Directors’ Report
16
Share-based Compensation (Continued)
Options Issued as Remuneration
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and
other key management personnel in this financial year or past reporting years are as follows.
2024
Number of
Options
Granted1
Grant Date
Vesting
Date
Expiry
Date
Exercise
Price ($)
Fair Value
per Option
($)
Directors
Mark Leong
-
-
-
-
-
-
Daniel Ow
-
-
-
-
-
-
Prof. Teoh Swee Hin
-
-
-
-
-
-
Michael Keenan
-
-
-
-
-
-
Key Management Personnel
Lim Yujing
-
-
-
-
-
-
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 2024 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
-
-
-
-
Osteopore Limited and its Controlled Entities
Directors’ Report
17
Additional Disclosures Relating to Key Management Personnel
Shareholding
The number of shares in the Company held during the financial years ended 31 December 2024 and 2023 by
each director and other members of key management personnel of the Company, including their personally
related parties, is set out below:
2024
Balance at
the start of
the year
Received as
part of
remuneration Additions
Disposals /
Other
Balance at
the end of
the year
Directors
Mark Leong
12,500
-
125,000
-
137,500
Lim Yujing1
162,584
-
-
-
162,584
Daniel Ow
-
-
-
-
-
Prof. Teoh Swee Hin
594,192
-
584,897
-
1,179,089
Michael Keenan
-
-
-
-
-
769,276
-
709,897
-
1,479,173
1Lim Yujing held the position of Chief Executive Officer until 23 September 2024 and was appointed as Executive
Director on 24 September 2024
2023
Balance at
the start of
the year
Received as
part of
remuneration Additions
Disposals /
Other1
Balance at
the end of
the year
Directors
Mark Leong
150,000
-
37,500
(175,000)
12,500
Daniel Ow
-
-
-
-
-
Prof. Teoh Swee Hin
7,130,309
-
1,782,577
(8,318,694)
594,192
Michael Keenan
-
-
-
-
-
Key Management Personnel
Lim Yujing
2,438,750
-
-
(2,276,166)
162,584
9,719,059
-
1,820,077
(10,769,860)
769,276
1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024.
Osteopore Limited and its Controlled Entities
Directors’ Report
18
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
2024 and 2023 by each director and other members of key management personnel of the Company, including
their personally related parties, is set out below:
2024
Balance at
the start of
the year
Granted2
Exercised
Vested
Expired /
Forfeited /
Other
Balance at the
end of the year
Directors
Mark Leong
2,500
25,000
-
-
-
27,500
Lim Yujing1
1,050
-
-
-
-
1,050
Daniel Ow
-
-
-
-
-
-
Prof. Teoh Swee Hin
118,838
116,979
-
-
-
235,817
Michael Keenan
-
-
-
-
-
-
Key Management Personnel
Lim Yujing
-
-
-
-
-
-
122,388
141,979
-
-
-
264,367
1Lim Yujing held the position of Chief Executive Officer until 23 September 2024 and was appointed as Executive Director
on 24 September 2024
2Options granted during the year were free-attaching options in capacity as equity participant in the renounceable
entitlement offer.
2023
Balance at
the start of
the year
Granted1
Exercised
Vested
Expired /
Forfeited /
Other2
Balance at the
end of the year
Directors
Mark Leong
-
37,500
-
-
(35,000)
2,500
Daniel Ow
-
-
-
-
-
-
Prof. Teoh Swee Hin
- 1,782,577
-
-
(1,663,739)
118,838
Michael Keenan
-
-
-
-
-
-
Key Management Personnel
Lim Yujing
-
15,750
-
-
(14,700)
1,050
-
1,835,827
-
-
(1,713,439)
122,388
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.
Osteopore Limited and its Controlled Entities
Directors’ Report
19
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 2024 by each director and other members of key management personnel of the Company,
including their personally related parties, is set out below:
2024
Balance at
the start of
the year
Granted
Exercised
Vested
Expired /
Forfeited /
Other1
Balance at the
end of the year
Directors
Mark Leong
616,668
-
-
-
5,008,332
5,625,000
Lim Yujing
-
4,125,000
-
-
-
4,125,000
Daniel Ow
61,668
-
-
-
563,332
625,000
Prof. Teoh Swee Hin
61,668
-
-
-
563,332
625,000
Michael Keenan
-
625,000
-
-
-
625,000
Key Management Personnel
Lim Yujing
-
-
-
-
-
-
740,004
4,750,000
-
-
6,134,996
11,625,000
1Replacement of the performance rights approved by shareholders at the General Meeting held on 23
December 2024.
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.
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Mark Leong – Expense reimbursements
34,862
24,371
Lim Yujing – Expense reimbursements
2,147
28,056
37,009
52,427
End of Remuneration Report (Audited)
Osteopore Limited and its Controlled Entities
Directors’ Report
20
Share Options
At the date of this report, the unissued ordinary shares of the Company under option are as follows.
Number of
Options Granted1
Grant Date
Expiry Date
Exercise Price ($)1
Fair Value per
Option ($)1
12,500
27/06/2021
02/11/2025
$9.360
$4.26
6,666,667
24/04/2023
24/04/2026
$3.375
$0.39
3,333,334
28/06/2023
24/04/2026
$3.375
$0.63
Share Performance Rights
At the date of this report, the unissued ordinary shares of the Company under performance rights are as
follows.
Number of
Performance
Rights
Granted1
Details
Grant Date
Expiry Date
Fair Value per
Performance
Right ($)1
80,001
Director – Tranche A
31/03/2023
10/05/2028
$1.1010
120,000
Director – Tranche B
31/03/2023
10/05/2028
$1.0635
140,001
Director – Tranche C
31/03/2023
10/05/2028
$1.0095
180,000
Director – Tranche D
31/03/2023
10/05/2028
$0.9540
220,002
Director – Tranche E
31/03/2023
10/05/2028
$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 2024.
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 2024.
Osteopore Limited and its Controlled Entities
Directors’ Report
21
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
7 April 2025
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
#13654592v1
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.
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 2024, 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
J C Rubelli
Partner – Audit & Assurance
Perth, 7 April 2025
Osteopore Limited and its Controlled Entities
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
23
Consolidated
Note
31 Dec 2024
31 Dec 2023
$
$
Revenue
3
2,762,782
2,217,409
Cost of sales
(467,328)
(581,510)
Gross profit
2,295,454
1,635,899
Other income
4
149,298
190,866
Product development and laboratory expenses
5
(1,137,032)
(1,570,762)
Sales, marketing, and business development expenses
5
(1,475,333)
(2,190,313)
Administrative expenses
5
(2,032,192)
(1,864,843)
Other expenses
5
(531,067)
(475,945)
Share-based payments
20
(176,383)
(538,316)
Operating loss
(2,907,255)
(4,813,414)
Finance costs
(426,016)
(15,046)
Loss before income tax
(3,333,271)
(4,828,460)
Income tax expenses
6
(19,165)
(43,521)
Loss after income tax
(3,352,436)
(4,871,981)
Other comprehensive income
Exchange differences arising from the translation of
foreign subsidiary
43,413
(62,541)
Total comprehensive loss attributable to the owners
(3,309,023)
(4,934,522)
Basic and diluted loss per share ($)
21
(0.04)
(0.51)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes
Osteopore Limited and its Controlled Entities
Consolidated Statement of Financial Position
As at 31 December 2024
24
Consolidated
Note
31 Dec 2024
31 Dec 2023
$
$
ASSETS
Current Assets
Cash and cash equivalents
7
638,498
1,114,800
Trade receivables
8
763,023
543,654
Other assets
9
569,368
340,782
Inventories
10
379,515
278,978
Total Current Assets
2,350,404
2,278,214
Non-Current Assets
Property, plant and equipment
11
160,908
259,479
Right-of-use asset
12
161,603
25,639
Intangible assets
13
461,862
779,889
Total Non-Current Assets
784,373
1,065,007
TOTAL ASSETS
3,134,777
3,343,221
LIABILITIES
Current Liabilities
Trade and other payables
14
1,436,302
1,759,223
Borrowings
15
1,163,316
1,064,215
Provisions
16
61,513
58,080
Lease liabilities
17
57,633
29,100
Total Current Liabilities
2,718,764
2,910,618
Non-Current Liabilities
Lease liabilities
17
109,793
-
Total Non-Current Liabilities
109,793
-
TOTAL LIABILITIES
2,828,557
2,910,618
NET ASSETS
306,220
432,603
EQUITY
Issued capital
18
32,600,120
29,529,999
Reserves
19
(14,227,838)
(14,383,770)
Accumulated losses
(18,066,062)
(14,713,626)
TOTAL EQUITY
306,220
432,603
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes
Osteopore Limited and its Controlled Entities
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
25
Issued Capital
$
Share-Based
Payment Reserve
$
Common Control
Reserve
$
Foreign Currency
Translation
Reserve
$
Accumulated
Losses
$
Total Equity
$
Balance at 31 December 2022
26,957,056
1,113,860
(14,915,451)
(201,408)
(10,902,191)
2,051,866
Loss after income tax
-
-
-
-
(4,871,981)
(4,871,981)
Other comprehensive loss
-
-
-
(62,541)
(62,541)
Total comprehensive loss for the year
-
-
-
(62,541)
(4,871,981)
(4,934,522)
Shares placement (Note 18)
2,688,618
-
-
-
-
2,688,618
Share issue costs (Note 18)
(115,675)
-
-
-
-
(115,675)
Share-based payments (Note 19)
-
538,316
-
-
-
538,316
Performance rights issued (vendor) (Note 19)
-
204,000
-
-
-
204,000
Expired options (Note 19)
-
(1,060,546)
-
-
1,060,546
-
Balance at 31 December 2023
29,529,999
795,630
(14,915,451)
(263,949)
(14,713,626)
432,603
Loss after income tax
-
-
-
-
(3,352,436)
(3,352,436)
Other comprehensive income
-
-
-
43,413
43,413
Total comprehensive loss for the year
-
-
-
43,413
(3,352,436)
(3,309,023)
Shares placement (Note 18)
3,115,824
-
-
-
-
3,115,824
Share issue costs (Note 18)
(109,568)
-
-
-
-
(109,568)
Share-based payments (Note 19)
63,865
112,519
-
-
-
176,384
Balance at 31 December 2024
32,600,120
908,149
(14,915,451)
(220,536)
(18,066,062)
306,220
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Osteopore Limited and its Controlled Entities
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
26
Consolidated
31 Dec 2024
31 Dec 2023
Note
$
$
Cash flows from operating activities
Loss before income tax
(3,333,271)
(4,828,460)
Adjustments for
Amortisation expense
13
354,212
262,630
Depreciation (Property, plant, and equipment)
11
124,787
157,366
Depreciation (Right-of-use asset)
12
52,068
44,403
Finance costs
426,016
15,047
Interest income
(1,595)
(7,510)
Share-based payment expense
20
176,383
538,316
Operating cash flows before changes in working capital
(2,201,399)
(3,818,208)
Changes in trade receivables
(219,369)
(261,121)
Changes in other assets
(228,586)
249,438
Changes in inventories
(100,537)
185
Changes in trade and other payables
(343,109)
119,853
Changes in provisions
3,433
(19,751)
Interest received
1,595
7,510
Net cash used in operating activities
(3,087,972)
(3,722,094)
Cash flows from investing activities
Purchases of plant and equipment
(14,590)
(7,365)
Net cash used in investing activities
(14,590)
(7,365)
Cash flows from financing activities
Proceeds from shares placement
2,860,160
2,688,618
Proceeds from exercise of options
255,664
-
Payment of shares issue costs
(109,568)
(169,750)
Proceeds from borrowing
-
1,112,491
Repayment of lease principal
(50,596)
(52,242)
Interest paid
(325,892)
(15,047)
Net cash generated from financing activities
2,629,768
3,564,070
Net decrease in cash and cash equivalents
(472,794)
(165,389)
Cash and cash equivalents at the beginning of the year
1,114,800
1,334,221
Effects of exchange rate changes on cash
(3,508)
(54,032)
Cash and cash equivalents at the end of the year
638,498
1,114,800
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
27
Note 1. Material 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 28:
Parent Entity Disclosures. The financial report was authorised for issue by the Board on 7 April 2025.
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 financial report has been prepared on the going concern basis, which assumes continuity of normal
business activities and the realisation of assets and the settlement of liabilities in the ordinary course of
business. The Directors note that the Group has net assets of $306,220 as of 31 December 2024, incurred a
net loss for the year of $3,352,436 and net operating cash outflow of $3,087,972 for the year ended 31
December 2024. The Group has cash and cash equivalents as of 31 December 2024 of $638,498.
The Company’s ability to continue as a going concern and to pay their debts as and when they fall due is
dependent on the Company generating additional revenues from its operations, managing all costs in line with
management’s forecasts, continuing to draw down further funds under the Convertible Note Subscription
Agreement and, if necessary, raising further capital. Management have prepared a cash flow forecast on this
basis which indicates that the Consolidated Entity will have sufficient cash flows to meet minimum operating
overheads and committed expenditure requirements for the 12-month period from the date of signing the
financial report if they are successful in meeting those forecasts.
The Directors believe the Consolidated Entity and Company will continue as a going concern, after
consideration of the following factors:
-
The Company entered into a subscription agreement on 24th December 2024 with Advance
Opportunities Fund and Advance Opportunities Fund I (“AOF”) (the "Subscription Agreement") for
provision of redeemable convertible notes amounting in aggregate to a sum of up to $20,000,000 (the
"Notes"). Refer to Note 27 for further details.
-
AOF has agreed to the issue of notes from Tranche 1 totalling $2 million on 14 February 2025 and a
further $1 million on 7 April 2025. Directors expect that AOF will continue to agree to the drawdown of
further funds during the forecast period.
-
Directors undertake regular review of management accounts and cash flow forecasts, incorporating
expected cash inflows from sales and collection of trade receivables;
-
There is ongoing close management of both the operating costs and corporate overheads;
-
The sales pipeline continues to grow, and the Company is confident of achieving further sales growth;
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
28
Note 1. Material Accounting Policies (Continued)
Going Concern Assumption (Continued)
-
The Group has the ability to be successful in securing additional funds through further debt or equity
issues as and when the need to raise working capital arises.
The financial report has therefore been prepared on a going concern basis. Should the Consolidated Entity
and the Company be unable to achieve successful outcomes in relation to each of the matters referred to
above, there is a material uncertainty whether the Consolidated Entity and the Company will be able to continue
as a going concern and, therefore, whether they will realise their assets and discharge their liabilities in the
normal course of business. The financial report does not include adjustments relating to the recoverability and
classification of recorded asset amounts, nor to the amounts and classification of liabilities that might
be necessary should the Consolidated Entity and the Company not continue as a going concern.
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 2024 and that have been adopted, do not have
a significant impact on the Group’s financial results or position.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
29
Note 1. Material Accounting Policies (Continued)
Principles of Consolidation (Continued)
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.
Revenue Recognition
Sale of Goods
To determine whether to recognise revenue, the Group follow a 5 step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
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. Revenue
from consignment sales is recognised when the consignment goods are sold to a third-party customer by the
consignee, as the Group retains ownership of the consignment stock until the sale to a third-party is completed.
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.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
30
Note 1. Material Accounting Policies (Continued)
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.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
31
Note 1. Material Accounting Policies (Continued)
Goods and Services Tax ('GST') and Other Similar Taxes (Continued)
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;
•
Type or class of customer for the products and services;
•
Methods used to distribute the products or provide the services; and if applicable
•
Nature of the regulatory environment.
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”.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
32
Note 1. Material Accounting Policies (Continued)
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.
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
1 year
•
Furniture and fittings
5 years
•
Plant and machinery
6 years
•
Leasehold improvements
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
33
Note 1. Material Accounting Policies (Continued)
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.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
34
Note 1. Material Accounting Policies (Continued)
Financial Instruments (Continued)
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.
Financial liabilities
Financial liabilities are recognised initial at fair value adjusted for transaction costs, except where the
instrument is classified as fair value through profit or loss, in which case transaction costs are immediately
recognised as expenses in profit or loss.
Financial liabilities designated at FVTPL are subsequently measured at fair value. All other financial liabilities
recognised by the Group are subsequently measured at amortised cost.
The Group’s financial liabilities include trade and other payables, and convertible notes (refer Note 27).
Convertible notes have embedded derivatives within them. Embedded derivatives are separated from the cost
contract and accounted for separately if economic characteristics and risks of the host contract and the
embedded derivative are not closely related, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value
through profit or loss.
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.
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’).
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
35
Note 1. Material Accounting Policies (Continued)
Financial Instruments (Continued)
‘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’.
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
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
36
Note 1. Material Accounting Policies (Continued)
Leases (Continued)
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.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
37
Note 1. Material Accounting Policies (Continued)
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.
Convertible Notes
Convertible notes (with embedded derivatives), that do not contain an equity component are accounted for as
a financial liability through profit or loss with a value equating to the total proceed/face value with no day one
gain or loss and subsequently the value will change depending on changes in the share price/redemption
event and or accretion to the value of the discount on the note. If the convertible note is converted, the carrying
amounts of the derivative and liability components are transferred to share capital as consideration for the
shares issued. If the note is redeemed, any difference between the amount paid and the carrying amounts of
liability is recognised in the statement of profit or loss.
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
38
Note 1. Material 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 Monte Carlo, 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:
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
39
Note 1. Material Accounting Policies (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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
40
Note 1. Material 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.
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, 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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
41
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.
Country of
Incorporation
Principal Activities
Ownership
2024 (%)
Ownership
2023 (%)
Osteopore International
Pte Ltd
Singapore
Manufacture and trade
medical implants
100
100
Osteopore Medico Pte Ltd
Singapore
Manufacture and trade
medical implants
100
100
Osteopore Australasia Pty
Ltd
Australia
Manufacture and trade
medical implants
100
100
Osteopore (Suzhou)
Medical Technology Co.,
Ltd
China
Sale of Class III medical
devices and the provision of
technology services,
research and development.
100
100
Osteopore Korea Co., Ltd
Korea
Manufacture and trade
medical implants
100
100
Note 3. Revenue
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Sale of goods
2,762,782
2,217,409
All sale of goods is recognised at a point in time.
The Group’s revenue disaggregated by primary geographical markets is as follows:
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Vietnam
1,460,154
1,016,512
Philippines
214,867
140,937
South Korea
193,771
308,378
Singapore
167,240
137,464
India
148,418
31,213
Netherlands
85,842
58,751
Thailand
64,427
45,165
Australia
57,656
38,116
Malaysia
52,849
77,666
Other countries
317,558
363,207
2,762,782
2,217,409
Refer to concentration of customers within credit risk Note 25.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
42
Note 4. Other Income
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Bank interest income
1,596
7,510
Government grant
49,090
94,206
Adjustment to expected credit loss provision
27,605
34,413
Overprovision for staff unutilised annual leave
11,611
31,891
Insurance recoveries
35,369
-
Other income
24,027
22,846
149,298
190,866
Note 5. Expenses
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Product development and laboratory expenses mainly comprise of:
Quality assurance audit expenses
54,314
117,034
Regulatory and testing expenses
912
45,482
Research and development expenses
311,457
444,253
Salaries, contributions to defined contribution plans,and other related costs
532,885
739,419
Others
237,464
224,574
1,137,032
1,570,762
Sales, marketing and business development expenses mainly comprise of:
Consultancy services
261,048
283,689
Marketing and promotion expenses
41,650
147,025
Trade show and exhibition expenses
67,792
100,330
Travel costs
35,674
138,356
Salaries, contributions to defined contribution plans,and other related costs
799,884
1,147,868
Others
269,285
373,045
1,475,333
2,190,313
Administrative expenses mainly comprise of:
ASX and registry expenses
145,865
131,440
Insurance expenses
196,240
217,464
Legal and professional fees
589,483
376,042
Salaries, contributions to defined contribution plans,and other related costs
495,023
530,174
Utilities
99,432
118,367
Others
506,149
491,356
2,032,192
1,864,843
Other expenses mainly comprise of:
Amortisation of intangible assets
354,212
262,630
Depreciation – property, plant and equipment
124,787
157,366
Depreciation – right-of-use asset
52,068
44,403
Others
-
11,546
531,067
475,945
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
43
Note 6. Income Tax Expenses
Consolidated
31 Dec 2024
31 Dec 2023
$
$
The prima facie tax on loss before income tax in reconciled to the income
tax as follows:
Loss before income tax
(3,333,271)
(4,828,460)
Prima facie tax payable on loss from ordinary activities before income tax
at 30% (2023: 30%)
(999,981)
(1,448,538)
Non-assessable non-exempt
166,800
305
Share-based payments
52,915
161,495
Foreign tax rate differential
126,754
374,324
Movement in unrecognised deferred tax assets
634,347
955,935
Income tax expenses
19,165
43,521
Deferred tax assets have not been recognised in respect of the following
items:
Carry forward tax losses – Australia (at 30%):
1,881,814
1,588,886
Carry forward tax losses – Singapore (at 17%):
2,167,570
1,908,618
Carry forward tax losses – China (at 25%):
938
-
Total
4,050,322
3,497,504
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 assuming they meet the same-business test and continuity
of ownership test.
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
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Cash in bank and on hand
632,753
1,109,242
Term Deposit
5,745
5,558
638,498
1,114,800
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
44
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
12,272
13,697
Singapore dollar
127,891
937,502
United States dollar
155,832
33,017
Chinese Yuan
746
882
Korean won
341,757
129,702
638,498
1,114,800
Note 8. Trade Receivables
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Trade receivables
780,291
587,217
Less expected credit losses
(17,268)
(43,563)
763,023
543,654
Trade receivables are non-interest bearing and generally on 30 days term (2023: 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 ($)
Allowance of expected
credit losses ($)
2024
2023
2024
2023
2024
2023
Current
-
2
336,925
338,226
-
5,075
Past due 1 – 60 days
-
3
63,586
40,023
-
1,186
Past due 60 – 180 days
2
28
151,898
101,235
4,011
17,323
Past due 180 – 360 days
3
84
214,220
102,064
6,427
14,310
Past due over 360 days
50
100
13,662
5,669
6,830
5,669
780,291
587,217
17,268
43,563
Movements in the allowance for expected credit losses are as follows:
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Opening balance
43,563
82,798
Adjustment to provision
(27,605)
(34,413)
Exchange rate movement
1,310
(4,822)
Closing balance
17,268
43,563
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
45
Note 9. Other Assets
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Deposits
43,766
42,570
Prepayments
219,908
198,854
Other receivables
305,694
99,358
569,368
340,782
Note 10. Inventories
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Raw materials
138,130
109,123
Work in progress
120,564
51,044
Finished goods
120,821
118,811
379,515
278,978
Note 11. Property, Plant and Equipment
Consolidated
Computers
Furniture &
Fittings
Plant &
Machinery
Leasehold
Improvements
Total
$
$
$
$
$
Cost
242,445
126,362
765,686
478,742
1,613,235
Less accumulated
depreciation
(240,534)
(120,971)
(633,130)
(457,692)
(1,452,327)
Balance at 31 Dec 2024
1,911
5,391
132,556
21,050
160,908
Cost
Balance at 31 Dec 2022
217,729
115,838
698,937
439,919
1,472,423
Additions
5,705
168
2,434
4,943
13,250
Exchange rate movement
2,052
1,128
6,799
4,244
14,223
Balance at 31 Dec 2023
225,486
117,134
708,170
449,106
1,499,896
Additions
2,103
1,436
10,338
-
13,877
Exchange rate movement
14,856
7,792
47,178
29,636
99,462
Balance at 31 Dec 2024
242,445
126,362
765,686
478,742
1,613,235
Accumulated Depreciation
Balance at 31 Dec 2022
206,360
92,137
438,908
336,774
1,074,179
Depreciation
16,754
11,649
82,049
46,914
157,366
Exchange rate movement
1,827
781
3,452
2,812
8,872
Balance at 31 Dec 2023
224,941
104,567
524,409
386,500
1,240,417
Depreciation
827
9,111
71,051
43,798
124,787
Exchange rate movement
14,766
7,293
37,670
27,394
87,123
Balance at 31 Dec 2024
240,534
120,971
633,130
457,692
1,452,327
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
46
Note 12. Right-Of-Use Asset
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Cost
192,490
131,856
Less accumulated depreciation
(30,887)
(106,217)
161,603
25,639
Cost
Balance at the beginning of the year
131,856
130,581
Additions
6,899
-
Modification/adjustment
42,887
-
Exchange rate movement
10,848
1,275
Balance at the end of the year
192,490
131,856
Accumulated depreciation
Balance at the beginning of the year
106,217
61,663
Depreciation
52,068
44,403
Modification/adjustment
(131,001)
-
Exchange rate movement
3,603
151
Balance at the end of the year
30,887
106,217
The right-of-use assets relate to the leases for the office premises in Singapore.
Note 13. Intangible Assets
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Cost
1,108,470
1,039,852
Less accumulated depreciation
(646,608)
(259,963)
461,862
779,889
Cost
Balance at the beginning of the year
1,039,852
-
Additions
-
1,054,000
Exchange rate movement
68,618
(14,148)
Balance at the end of the year
1,108,470
1,039,852
Accumulated amortisation
Balance at the beginning of the year
259,963
-
Amortisation expense
354,212
262,630
Exchange rate movement
32,433
(2,667)
Balance at the end of the year
646,608
259,963
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
47
Note 14. Trade and Other Payables
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Trade payables
647,048
785,874
Accruals
163,264
258,850
Income tax payable
1,620
-
Other payables
624,370
714,499
1,436,302
1,759,223
Trade payables are due to third parties, unsecured, interest-free and repayable according to credit terms of 30
days (2023: 30 days). The carrying amounts of trade payables approximate their fair value and are
denominated in the following currencies:
Singapore dollar
329,882
626,525
Australia dollar
298,518
159,349
United States dollar
12,841
-
Chinese yuan
2,145
-
Malaysian ringgit
1,313
-
Thai baht
2,349
-
647,048
785,874
Note 15. Borrowings
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Bridging loan1
1,112,491
1,112,491
Prepaid interest
-
(100,124)
Insurance premium funding2
50,825
51,848
1,163,316
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. With effect from the issue of the redeemable convertible notes on 14 February
2025, all indebtedness and obligations of the Company in respect of the bridging loan have been repaid and satisfied in
full. Refer to Note 27 for further details.
2 Insurance premium funding relates to funding on Directors’ and Officers’ Insurance.
Note 16. Provisions
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Annual leave provision
26,208
36,054
Other provisions
35,305
22,026
61,513
58,080
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
48
Note 17. Lease Liabilities
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Current
57,633
29,100
Non-Current
109,793
-
167,426
29,100
Amounts recognised in the statement of profit or loss and other comprehensive income
Depreciation expense on right-of-use asset (Note 12)
52,068
44,403
Interest expense
5,402
5,971
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:
Minimum Lease Payments
Within 1 Year
1-5 Years
After 5 Years
Total
2024
Lease payments
64,635
114,595
-
179,230
Finance charges
(7,002)
(4,802)
-
(11,804)
Net present value
57,633
109,793
-
167,426
2023
Lease payments
30,165
-
-
30,165
Finance charges
(1,065)
-
-
(1,065)
Net present value
29,100
-
-
29,100
Note 18. Issued Capital
2024
2023
No. of
Shares
$
No. of
Shares
$
Fully paid ordinary shares
116,801,137
32,600,120
10,328,6891
29,529,999
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
49
Note 18. Issued Capital (Continued)
Movements in ordinary share capital
No. of Shares
Issue
price ($)
$
Balance at 31 December 2022
123,568,238
26,957,056
Placement on 3 January 20231
366,666
0.150
55,000
Placement on 24 April 2023 2
20,293,604
0.085
1,724,957
Placement on 28 June 2023 3
10,690,122
0.085
908,661
Share issue costs
(115,675)
Effect of 15:1 consolidation 4
(144,589,941)
Balance at 31 December 2023
10,328,6891
29,529,999
Placement on 8 May 20245
98,626,144
0.0290
2,860,160
Placement on 23 May 20246
602,524
0.0387
23,318
Placement on 27 May 20246
4,045,634
0.0387
156,566
Placement on 5 June 20246
370,075
0.0387
14,322
Placement on 12 June 20246
379,581
0.0387
14,690
Placement on 19 June 20246
181,332
0.0387
7,017
Placement on 26 June 20246
36,032
0.0387
1,394
Placement on 3 July 20246
5,468
0.0388
212
Placement on 10 July 20246
344,828
0.0387
13,345
Placement on 17 July 20246
17,972
0.0387
695
Placement on 31 July 20246
612,858
0.0387
23,718
Placement on 1 November 2024
10,000
0.0387
387
Issuance of shares on 15 November 20247
763,246
0.0561
42,795
Issuance of shares on 19 November 20247
476,754
0.0442
21,070
Share issue costs
(109,568)
Balance at 31 December 2024
116,801,137
32,600,120
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.
5 On 8 May 2024, the Company issue 98,626,144 shares in relation to the renounceable entitlement offer (Entitlement
Offer 2024), which gave eligible shareholders the opportunity to subscribe for ten fully paid ordinary shares for every one
fully paid ordinary share held on the record date, at an issue price of $0.029 per new share, with one free-attaching option
for every five new shares subscribed for.
6 This refers to the exercise of options on the respective dates noted.
7 This refers to the issuance of shares under Employee Securities Incentive Plan.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
50
Note 19. Reserves
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Common control reserve
(14,915,451)
(14,915,451)
Share-based payment reserve
908,149
795,630
Foreign currency translation reserve
(220,536)
(263,949)
(14,227,838)
(14,383,770)
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 &
Performance
Rights
$
Balance at 31 December 2022
3,187,500
1,113,860
Issue of vendor’s performance rights
-
204,000
Issue of directors' performance rights
11,100,000
77,884
Options issued to lead manager of the share placement (Note 20)
15,000,000
460,432
Granted during the period – free-attaching to shareholders
37,650,392
-
Expired options (Note 20)
(3,000,000)
(1,060,546)
Effect of 15:1 consolidation1
(59,675,224)
-
Balance at 31 December 2023
4,262,668
795,630
Granted during the period – free-attaching to shareholders
19,725,273
-
Exercised during the period
(6,606,304)
-
Directors' performance rights
10,884,996
93,556
Grant of shares to a director
-
18,963
Balance at 31 December 2024
28,266,633
908,149
1Effect 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 8 May 2024, 19,725,273 options exercisable at $0.0387 expiring on 2 April 2026 were issued to the
shareholders of the placement. All options are vested at grant date.
The following table illustrates the number and weighted average exercise price and movements in share
options:
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
51
Note 20. Share-Based Payment Expense (Continued)
Options (Continued)
31 December 2024
31 December 2023
Weighted
average
exercise
price
Weighted
average
exercise
price
Number
$
Number
$
Outstanding at the beginning
of year
3,522,664
3.40
3,187,000
1.17
Expired during the year
-
-
(3,000,000)
1.20
Issued to Lead Managers
-
-
15,000,000
0.23
Free-attaching options
19,725,273
0.04
37,650,392
0.23
Exercised during the year
(6,606,304)
0.04
-
-
Effect of 15:1 consolidation
-
-
(49,315,228)
-
Outstanding at the year end
16,641,633
0.75
3,522,664
3.451
Exercisable at year end
16,641,633
0.75
3,522,664
3.451
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
Share
Price at
Grant
Date1
Exercise
Price1
Expected
Volatility
Dividend
Yield
Risk-Free
Interest
Rate
Fair Value
at Grant
Date1
27/06/2021
02/11/2025
$7.050
$9.360
89%
0%
0.82%
$4.26
24/04/2023
24/04/2026
$1.140
$3.375
90%
0%
3.24%
$0.39
28/06/2023
24/04/2026
$1.575
$3.375
90%
0%
3.24%
$0.63
Set out below are the options exercisable at the end of the financial year:
31 December 2024
31 December 2023
Grant Date
Expiry Date
No. of Options
No. of Options1
27/06/2021
02/11/2025
12,500
12,500
31/03/2023
24/04/2026
444,445
444,445
24/04/2023
24/04/2026
2,019,574
2,019,574
28/06/2023
24/04/2026
1,046,145
1,046,145
08/05/2024
02/04/2026
13,118,969
-
16,641,633
3,522,664
1Effect of 15:1 consolidation of capital as approved by shareholders at the General Meeting held on 21 February 2024.
The following table illustrates the number and movements in share performance rights:
Director Performance Rights
On 23 December 2024, shareholders of the Company approved the issuance of up to 11,625,000 new director
performance rights which replaced the director performance rights which were issued in the prior financial
year. In accordance with AASB 2 Share-based payments, this has been treated as a replacement of the prior
performance rights which is accounted for as a modification. The fair value of the director performance rights
issued was estimated at the date of grant using the Monte Carlo valuation methodology and key inputs have
been summarised below:
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
52
Note 20. Share-Based Payment Expense (Continued)
Director Performance Rights (Continued)
Tranche A
Tranche B
Tranche C
Tranche D
Tranche E
Grant Date
23 Dec 2024
23 Dec 2024
23 Dec 2024
23 Dec 2024
23 Dec 2024
Expiry Date
23 Dec 2029
23 Dec 2029
23 Dec 2029
23 Dec 2029
23 Dec 2029
Share Price at Grant
Date ($)
0.036
0.036
0.036
0.036
0.036
VWAP Hurdle ($)
0.085
0.12
0.16
0.20
0.25
Risk-free rate (%)
4.076
4.076
4.076
4.076
4.076
Volatility (%)
70
70
70
70
70
Fair value per
Performance Right1
0.0344
0.0304
0.0270
0.0242
0.0220
For the financial year ended 31 December 2024, a total share-based payment expense of $93,556 (2023:
$77,884) was recognised through profit and loss in relation to the director performance rights.
Refer below for a summary of all share-based payments expensed through profit and loss for the financial
year:
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Options
-
460,432
Performance rights
176,383
77,884
176,383
538,316
Note 21. Loss per Share
The following reflects the income and data used in the calculations of basic and diluted loss per share:
Consolidated
31 Dec 2024
31 Dec 2023
No. of Shares
No. of
Shares
Weighted average number of ordinary shares used in calculating
basic and diluted loss per share
78,273,212
9,555,6531
$
$
Loss for the year used in calculating operating basic and diluted loss
per share
(3,352,436)
(4,871,981)
$
$
Basic and diluted loss per share1
(0.04)
(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 therefore the
diluted EPS is equal to the basic EPS. A total of 16,641,633 share options (2023: 3,522,664) 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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
53
Note 22. Auditors’ Remuneration
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Remuneration from Audit and Review of Financial Statements
Audit and review of financial statements (Grant Thornton Audit Pty Ltd)
106,443
65,532
Other Services
None
-
-
106,443
65,532
Note 23. Related Parties
Consolidated
31 Dec 2024 31 Dec 2023
$
$
Key Management Personnel Disclosures
Short term employee benefits
456,963
424,156
Post-employment benefits
29,206
26,066
Share-based payment expenses
112,519
77,884
598,688
528,106
Transactions with Key Management Personnel and their Related Parties
Mark Leong – Expense reimbursements
34,862
24,371
Lim Yujing – Expense reimbursements
2,147
28,056
37,009
52,427
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
54
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 2024 and 2023.
Singapore
Korea
China
Australia
Elimination
Consolidated
$
$
$
$
$
$
2024
External revenue
1,297,987 1,425,903
-
38,892
-
2,762,782
Inter-segment revenue
871,349
-
-
-
(871,349)
-
Gross revenue
2,169,336 1,425,903
-
38,892
(871,349)
2,762,782
Other income
105,726
41,862
(7)
1,717
-
149,298
Total revenue
2,275,062 1,467,765
(7)
40,609
(871,349)
2,912,080
(Loss)/profit for the
year
(1,495,016)
198,034
(280)
(2,069,876)
14,702
(3,352,436)
Current assets
1,238,143
981,441
1,472
129,348
-
2,350,404
Non-current assets
784,373
-
-
-
-
784,373
Total assets
2,022,516
981,441
1,472
129,348
-
3,134,777
Total liabilities
(1,213,217)
(53,743)
-
(1,561,597)
-
(2,828,557)
2023
External revenue
1,140,503 1,076,906
-
-
-
2,217,409
Inter-segment revenue
364,521
-
-
-
(364,521)
-
Gross revenue
1,505,024 1,076,906
-
-
(364,521)
2,217,409
Other income
174,723
7,583
3
8,557
-
190,866
Total revenue
1,679,747 1,084,489
3
8,557
(364,521)
2,408,275
(Loss)/profit for the
year
(3,317,494)
305,043
(3,509)
(1,831,640)
(24,381)
(4,871,981)
Current assets
1,678,867
479,055
1,649
118,643
-
2,278,214
Non-current assets
1,065,007
-
-
-
-
1,065,007
Total assets
2,743,874
479,055
1,649
118,643
-
3,343,221
Total liabilities
1,568,644
57,100
-
1,284,874
-
2,910,618
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
55
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:
Consolidated
31 Dec 2024
31 Dec 2023
%
%
Largest customer percentage of trade receivables
29
24
Largest customer percentage of customer sales
26
33
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
$17,268 of underperforming or non-performing financial assets during the year (2023: $43,563).
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
56
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:
2024
2023
Assets
Liabilities
Assets
Liabilities
$
$
$
$
Singapore dollar
985,628
921,086
1,591,304
1,568,645
Chinese yuan
746
2,145
882
-
United States dollar
469,402
13,822
33,017
-
Korean won
582,647
53,743
431,571
57,100
Swiss franc
8,910
-
-
-
Euros
21,251
-
-
-
Indian rupee
38,872
-
-
-
Malaysian ringgit
-
1,313
-
-
Philippine peso
-
8,639
-
-
Thai baht
-
2,349
-
-
2,107,456
1,003,097
2,056,774
1,625,745
The Group had net assets denominated in foreign currencies of $1,104,359 (2023: $431,029). At 31 December
2024, 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 $110,436 lower (2023: $43,103) and equity would have
been $110,436 lower (2023: $43,103). 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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
57
Note 25. Financial Instruments (Continued)
Market Risk (Continued)
The net foreign exchange loss included in other expenses for the year ended 31 December 2024 was $23,740
(2023: $11,548).
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
2024
Non-
Interest
Bearing
< 1 Year
1 – 5
Years
>
5 years
Floating
Interest
Rate
Total
Weighted
Average
Interest
Rate
$
$
$
$
$
$
Financial assets
Cash and cash
equivalents
632,753
-
-
-
5,745
638,498
0.04%
Financial liabilities
Borrowings
-
1,163,316
-
-
-
1,163,316
36.00%
2023
Financial assets
Cash and cash
equivalents
1,101,104
-
-
-
13,696
1,114,800
0.04%
Financial liabilities
Borrowings
-
1,164,339
-
-
-
1,164,339
36.00%
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
58
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 2024 (2023: nil).
Note 27. Subsequent Events
Convertible Note Agreement
On 24 December 2024, the Company entered into an subscription agreement to issue 4% redeemable
convertible notes with an aggregate nominal value of up to $20,000,000 comprising of 4 equal tranches of
nominal value of $5,000,000 each. Each tranche comprising 20 equal sub-tranches of $250,000 each. The
face value of the convertible notes when issued is $50,000 each.
The interest amount is equivalent to 100% of the nominal value of the convertible notes at the rate of 4.0% per
annum. The interest is payable in cash quarterly in arrears.
The maturity date of the notes is 36 months from the closing date of the first tranche. A Noteholder may at any
time up to 7 calendar days prior to the maturity date exercise its right to convert all outstanding notes into
shares. The convertible notes which are not redeemed or purchased, converted or cancelled by the Company
on or before the maturity date shall be converted by the Company on the maturity date.
If an issue of shares would result in the voting power in the Company of the noteholder or any other person
exceeding 19.99%, the noteholder must make reasonable efforts for the issue to not have that result, and the
Company must not issue the relevant shares. To the extent that the convertible notes cannot be converted in
to shares (as it would breach the Corporations Act, Foreign Acquisitions and Takeovers Act 1975 or the ASX
Listing Rules) or there could be a breach of the minimum free float requirement if the shares are issued, the
Company must on notice by the Noteholder redeem the Convertible Notes at 108% together with accrued
interest.
The conversion price shall be 80% of the average of the closing price per share on any five consecutive
business days as selected by the noteholder during the 45 business days immediately preceding the relevant
Conversion Date on which shares were traded on the ASX.
The Company may purchase the outstanding convertible notes at 115% of its principal amount, or such other
amount as may be agreed, provided that all outstanding costs, fees and Interest payable under the subscription
agreement and the terms and conditions are paid and settled by the Company.
Notes issuance
On 14 February 2025, the Company issued 4% redeemable convertible notes with an aggregate nominal value
$2,000,000 in accordance with the subscription agreement as announced on 24 December 2024. In
conjunction with this, it is agreed that a portion of the funds raised from the subscription of the Notes will be
used to offset the repayment of the total outstanding amount under the bridging loan agreement dated 28
December 2023 and the loan variation deed dated 9 April 2024 between the Company and Advance
Opportunities Fund I (Loan). With effect from the issue of the Notes on 14 February 2025, all indebtedness
and obligations of the Company in respect of the Loan have been repaid and satisfied in full.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
59
Note 27. Subsequent Events (Continued)
On 7 April 2025, the Company issued 4% redeemable convertible notes with an aggregate nominal value
$1,000,000 in accordance with the subscription agreement.
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.
Note 28. 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.
Consolidated
31 Dec 2024
31 Dec 2023
$
$
Financial Position
Total current assets
2,577,144
2,427,524
Total non-current assets
-
-
Total assets
2,577,144
2,427,524
Total current liabilities
2,270,925
1,994,922
Total liabilities
2,270,925
1,994,922
Net assets
306,219
432,602
Issued capital
32,600,120
29,529,999
Common control reserve
(14,915,451)
(14,915,451)
Share-based payment reserve
908,150
795,631
Accumulated losses
(18,286,600)
(14,977,577)
Total equity
306,219
432,602
Financial Performance
Loss for the year
(6,414,496)
(4,934,522)
Other comprehensive income
-
-
Total comprehensive loss
(6,414,496)
(4,934,522)
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.
Osteopore Limited and its Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
60
At the end of the financial year, no entity within the consolidated entity was a partner in a partnership within
the consolidated entity, or a participant in a joint venture within the consolidated entity.
Consolidated Entity Disclosure Statement
Basis of preparation
The Consolidated Entity Disclosure Statement has been prepared in accordance with the Corporations
Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of
the financial year in accordance with AASB 10 Consolidated Financial Statements.
Place formed /
Ownership
interest
Entity name
Entity type
Country of
incorporation
%
Tax residency
Osteopore Limited
Body corporate
Australia
-
Australia
Osteopore International
Pte Ltd
Body corporate
Singapore
100
Singapore
Osteopore Medico Pte Ltd
Body corporate
Singapore
100
Singapore
Osteopore Australasia Pty
Ltd
Body corporate
Australia
100
Australia
Osteopore (Suzhou)
Medical Technology Co.,
Ltd
Body corporate
China
100
China
Osteopore Korea Co. Ltd
Body corporate
Korea
100
Korea
Osteopore Limited and its Controlled Entities
Directors’ Declaration
For the year ended 31 December 2024
61
In accordance with a resolution of the directors of Osteopore Limited, I state that:
1. In the opinion of the directors:
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
•
the attached financial statements and notes comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board as described in note 1 to the financial
statements;
•
the attached financial statements and notes give a true and fair view of the Group's financial position
as at 31 December 2024 and of its performance for the financial year ended on that date;
•
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable; and
•
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations
Act 2001.
On behalf of the Directors
Mark Leong
Executive Chairman
7 April 2025
Grant Thornton Audit Pty Ltd
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Legislation.
Independent Auditor’s Report
To the Members of Osteopore Limited
Report on the audit of the financial report
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
$3,352,436 during the year ended 31 December 2024, and had net operating cash outflows for the year of
$3,087,972. 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.
Opinion
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 2024, 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 consolidated financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 31 December 2024 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.
Grant Thornton Audit Pty Ltd
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 3
The Group recognised $2,811,443 of revenue from
contracts with customers for the period ended 31
December 2024, primarily from the sale of patent-
protected biometric scaffolds.
Revenue is recognised in accordance with AASB 15
Revenue from Contracts with Customers, at the point
in time when control of the goods transfers to the
customers. In certain arrangements, goods are
supplied on consignment and revenue is recognised
upon sale to the third-party customer by the consignee.
Revenue recognition involves judgement in
determining the timing of revenue, particularly where
performance obligations and transfer of control are
influenced by consignment arrangements.
This is a key audit matter due to the judgement
involved in applying AASB 15, the nature of the
Group’s contractual arrangements, and the significance
of revenue to the financial statements.
Our procedures included, amongst others:
•
Obtaining an understanding of, and evaluating, the
design and implementation of internal controls
relating to revenue recognition;
•
Evaluating a sample of customer contracts to
assess the identification of performance obligations
and timing of revenue recognition under AASB 15;;
•
Testing a sample of revenue transactions, including
those involving consignment arrangements, to
assess whether control was transferred and revenue
recognised appropriately;
•
Inspecting credit notes issued after balance sheet
date to assess whether revenue has been
recognised in the correct period; and
Assessing the adequacy of Group’s revenue-related
disclosures in the financial statements in accordance
with AASB 15.
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 2024, but does not include the financial report and
our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards
and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
Grant Thornton Audit Pty Ltd
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the 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: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This
description forms part of our auditor’s report.
Report on the remuneration report
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
J C Rubelli
Partner – Audit & Assurance
Perth, 7 April 2025
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 10 to 18 of the Directors’ report for the year
ended 31 December 2024.
In our opinion, the Remuneration Report of Osteopore Limited, for the year ended 31 December 2024
complies with section 300A of the Corporations Act 2001.
Osteopore Limited and its Controlled Entities
ASX Additional Information
65
Additional information required by the Australian Securities Exchange and not shown elsewhere in this report
is as follows. The information is current at 27 March 2025.
ORDINARY FULLY PAID SHARES
The Company has 120,868,535 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
Number of Shares %
CITICORP NOMINEES PTY LIMITED
11,475,785
9.49
BNP PARIBAS NOMS PTY LTD UOBKH A/C R’MIERS
7,493,264
6.20
BNP PARIBAS NOMINEES PTY LTD
7,493,264
6.20
BNP PARIBAS NOMINEES PTY LTD
6,123,942
5.07
MR KELVIN CHUA YONG WEI
3,480,919
2.88
BNP PARIBAS NOMS PTY LTD
3,464,764
2.87
MR EVAN PHILIP CLUCAS &
MS LEANNE JANE WESTON
3,273,864
2.71
MR MICHAEL JOHN DONNELLY &
MRS KYLIE JAYNE DONNELLY
3,119,207
2.58
MR ROMMEL AINZA GAN &
MS SHENNIE CHUA CHUA
2,819,000
2.33
EXOSPHERE INVESTMENTS PTY LTD
2,619,067
2.17
DR RUSSELL KAY HANCOCK
2,000,000
1.65
MS FIONA ELIZABETH GREENHILL
1,923,245
1.59
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
1,865,213
1.54
ADVANCE OPPORTUNITIES FUND I
1,567,398
1.30
Osteopore Limited and its Controlled Entities
ASX Additional Information
66
Name
Number of Shares %
MR ANDREW FRASER KERR
1,540,000
1.27
TERRY MORRIS PTY LTD
1,275,000
1.05
KORONEOS HOLDINGS PTY LTD
1,000,000
0.83
MR MAO CAI
907,440
0.75
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
900,103
0.74
MS KATHLEEN HAN
894,504
0.74
MS FIONA ELIZABETH GREENHILL
835,767
0.69
Total
58,578,482
48.46
QUOTED OPTIONS
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
Number of Options
%
MR GIANPIETRO DALTOE
356,757
10.16
NHT ENTERPRISES PTY LIMITED
246,108
7.01
KINCLAVEN FAMILY PTY LTD
225,000
6.41
Total
827,865
23.58
Distribution of Option Holders
Number of Holders
Number of Options
100,001 and Over
9
1,738,111
10,001 to 100,000
47
1,372,616
5,001 to 10,000
30
222,455
1,001 to 5,000
59
132,997
1 to 1,000
170
43,985
TOTAL
315
3,510,164
Top Twenty Option Holders
The names of the twenty largest holders of quoted options are listed below:
Name
Number of Options
%
MR GIANPIETRO DALTOE
356,757
10.16
NHT ENTERPRISES PTY LIMITED
246,108
7.01
KINCLAVEN FAMILY PTY LTD
225,000
6.41
MR PATRICK JOHN MCHALE
200,000
5.70
MR KIET TUAN PHAM
190,665
5.43
DR RUSSELL KAY HANCOCK
133,334
3.80
GILSMITH SMSF PTY LTD
133,334
3.80
CITICORP NOMINEES PTY LIMITED
130,394
3.71
BNP PARIBAS NOMINEES PTY LTD
122,519
3.49
MR DAVID JOHN KELLY
100,000
2.85
MR KOUROS CYRUS ABBASZADEH
90,937
2.59
Osteopore Limited and its Controlled Entities
ASX Additional Information
67
Name
Number of Options
%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
79,387
2.26
SCINTILLA CAPITAL PTY LTD
66,667
1.90
DIETMAR HUTMACHER
66,667
1.90
MR JUN LIU
55,556
1.58
MR HYUNGDAE SHIN
55,000
1.57
MATTHEW BURFORD SUPER FUND PTY LTD
46,667
1.33
MRS ANGELA JEAN RICHES
43,219
1.23
MR GEORGE COLIN SMITH
38,779
1.10
MR DWAYNE MICHAEL PINTO
34,077
0.97
FINSOL GROUP PTY LTD
33,334
0.95
MR LIAN HEO DING
32,593
0.93
Total
2,480,994
70.68
UNQUOTED EQUITY SECURITIES
Type
Expiry
Exercise
Price
Number on Issue
Holders
Unlisted Options
02/11/2025
$9.36
12,500
1
Unlisted Options
02/04/2026
$0.0387
13,118,969
339
Performance Rights A
10/05/2028
$3.75
80,001
3
Performance Rights B
10/05/2028
$4.50
120,000
3
Performance Rights C
10/05/2028
$5.625
140,001
3
Performance Rights D
10/05/2028
$7.125
180,000
3
Performance Rights E
10/05/2028
$8.25
220,002
3
Vendor Performance Rights
23/05/2028
N/A
160,000
1
Convertible Notes
N/A
N/A
40
1
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).