Annual Report 2020
Doctor Care Anywhere Group PLC
(Company Number 08915336)
(ARBN 645 163 873)
doctor care anywhere annual report 2020
Contents
STRATEGIC REPORT
2020 Key Highlights and Achievements
Chairman’s Letter
CEO’s Letter
Operating and Financial Review
REPORT OF THE DIRECTORS
Directors’ Report
Corporate Governance Statement
Shareholder Information
Remuneration Chairman’s Letter
Remuneration Report
Directors’ Declaration
Directors’ Responsibility Statement
FINANCIAL STATEMENTS
Financial Statements and Notes
Financial Statements
Notes to the Financial Statements
Independent Auditor’s Report
Corporate Directory
2
2
4
6
8
18
18
24
38
40
41
48
49
50
50
50
57
92
101
doctor care anywhere annual report 2020 1
STRATEGIC REPORT
2 doctor care anywhere annual report 2020
2020 Key Highlights and Achievements
2.2m
Eligible Lives* at end of 2020
up 186.2% on the prior year
432,500
Activated Lives* at
end of 2020
up 199.1% on the prior corresponding period
214,700
2020 Consultations
up 305.5% on the prior year
* as defined within p12 of this Report.
1,500+
corporate customers
doctor care anywhere annual report 2020 3
200+
GPs and specialists
80+
Net Promoter Score
Certified
CQC and ISO
75%
Annual user rate
4 doctor care anywhere annual report 2020
Chairman’s Letter
Dear Shareholder,
On behalf of the Directors of Doctor Care Anywhere Group PLC (“Doctor Care
Anywhere” or “the Company”) I am pleased to present our Annual Report for the
financial year ended 31 December 2020.
I hardly need tell you that this has been a year of unprecedented global crisis
with a pandemic that has overwhelmed healthcare systems around the world.
Addressing these healthcare challenges has forced us all to think, behave and
choose differently. It is rewarding to know how many patients and families have
been helped and reassured by Doctor Care Anywhere during the Covid-19 crisis.
The Company was founded seven years ago to address the fragmentation within
traditional healthcare systems and, quite simply, to provide better healthcare.
We are bringing together primary care and secondary care to deliver a more efficient,
convenient and patient-focused service. We have built our own proprietary technology
platform and recruited our own clinicians; delivering virtual GP consultations and
providing both diagnostic referrals and specialist reviews, all underpinned by our own
cloud-based patient record system. This integration of primary and secondary care
delivers very substantial benefits to patients, clinicians and insurers alike, improving
patient outcomes, reducing unnecessary appointments and cutting out cost.
The global pandemic has not only demonstrated the fragility of traditional
healthcare processes, but has massively and irreversibly accelerated the adoption
of digital healthcare, as both patients and clinicians have become adept and
confident in accessing and delivering first class care using technology.
Listing on ASX
Whilst the past year has been an extraordinary year for all of us, it has also been a
momentous year for the Company. On 4 December last year, having been a private
company for seven years, Doctor Care Anywhere became a publicly traded company
listed on the Australian Securities Exchange (“ASX”). The oversubscribed offer
raised AUD $102 million of capital and we are delighted by the strength of our new
register and the encouragement we have received from all our shareholders. We are
indebted to all those advisers who worked with us for such long hours on so many
video calls to make it happen.
Your CEO and this Report will provide more detail on performance but I am
delighted that the Company delivered such strong growth across all key metrics-
exceeding prospectus forecasts. By the end of the year 2.2 million people were
entitled to use our service, and we had delivered almost a quarter of a million
consultations.
Corporate Governance
Prior to listing on the ASX, the Company significantly increased the strength and
depth of its Board by appointing four new independent non-executive directors;
Romana Abdin, Richard Dammery, Leanne Rowe and Vanessa Wallace. Each
new director has already made a substantial contribution to the success of your
company and we are enormously grateful to them.
Most importantly, your Board is determined to ensure that while we talk about
delivering outstanding and better healthcare for our patients, we really deliver what
we claim and are always looking to see how we can improve. As well as having
statutory sub-Committees, whose reports you can read below, the Company has
established an independent Clinical Governance Committee (“CGC”) made up of
renowned clinicians who are experts in their respective fields. This committee,
reporting to the Board, continuously reviews every aspect of clinical activity and
Leanne Rowe (see above) sits as an observer to ensure that the work of the CGC
dovetails efficiently with the work of our statutory sub-committees.
doctor care anywhere annual report 2020 5
In short, your Board is wholly committed to delivering the best possible healthcare to meeting the
expectations of its commercial partners, delivering excellent returns to shareholders, and sustaining the
growth and success of Doctor Care Anywhere. In conducting the Company’s business with these objectives,
the Board seeks to ensure that the Company is properly managed to protect and enhance stakeholder
interests, and that the Company and its Directors, officers and personnel operate in an appropriate
environment of corporate governance.
Acknowledgements
I would like to thank our doctors, our staff and our directors for their exceptional dedication, expertise, and
commitment to the Company in what has been a very demanding year.
Above all, I would like to thank the patients who entrust us with their health and wellbeing. Finally, I would
like to thank the new and existing shareholders who have recognised the importance of the work we do. This
is a very exciting time for the Company, and we are delighted that, as a listed company, the investors who
have supported our IPO will be part of our growth in the rapidly growing digital healthcare market.
Jonathan Baines
Chairman
6 doctor care anywhere annual report 2020
CEO’s Letter
Dear Shareholder,
2020 has been a defining and hugely challenging year for all of those involved in the
provision of healthcare across the world.
The COVID-19 pandemic has been the worst health emergency of our lifetime and
has had a devastating impact on families, friends and loved ones. Given this context,
I am very proud of the efforts of our employees at Doctor Care Anywhere who have
focussed so much time, energy and clinical expertise to ensure that throughout
the many challenges created by the pandemic, we have continued to provide the
highest quality digital healthcare for our patients.
Our focus has been and always will be our patients. It is fundamental to our
purpose as a company that we consistently deliver the highest calibre of clinical
care. We have placed patient safety at the core of our operational framework and
continually review and assess our activities with the aid of our independent Clinical
Governance Committee (“CGC”). The CGC ensures we stay at the forefront of clinical
best practice and is a crucial part of our product lifecycle process.
We have made significant strides with our strategy and vision to successfully
grow our business in 2020, culminating with our successful listing on the ASX
in December. We are very pleased to welcome so many new shareholders to our
company and look forward to sharing with you the next stage in our journey.
The pandemic has accelerated what was already a growing structural shift in
healthcare brought about by a range of factors including ageing populations,
chronicity of disease, medical cost inflation and rising demand. Consumer and
crucially clinical confidence in digital healthcare was already rapidly increasing
before the pandemic provided the catalyst for many people to adopt telehealth
into their everyday lives.
Delivering through the Pandemic
For Doctor Care Anywhere this structural shift has resulted in:
Eligible Lives growing 186.2% to
2.2 million, up significantly on
the prior year (2019: 0.8 million).
The growth in Eligible Lives was
driven through the expansion of
coverage of our service across the
membership bases of our existing
channel partners.
Consultations, the key driver of
revenue, growing 305.5% on the
prior year to 214,700 (2019: 53,000).
Growth in Consultations was driven
by a combination of growth in our
base of Activated Lives and a 62.3%
increase Annualised Utilisation by our
Activated Lives.
Activated Lives growing 199.1% on the
prior year 432,500 (2019: 144,600).
This was driven by a combination
of the growth in our base of Eligible
Lives and engagement activities
across our existing base of Eligible
Lives.
Revenue of £11.6 million in
2020, up 102% on the prior year
(2019: £5.7 million), a result of the
increased consultation utilisation
across our patient base.
We have seen growth across our core business offerings and our ability to join up
both primary and secondary care for our patients on our own technology platform
is a key differentiator. Our business model and operations have been rigorously
tested during the year and we have had been able to scale our services to support
this rapid growth. This has been a challenge that our people and our leadership
doctor care anywhere annual report 2020 7
team has risen to with great success. We have learned a great deal about how to manage the impact of this growth both
in terms of managing our resources and improving the resilience of our technology platform. These have been invaluable
lessons and I believe we are very well positioned to execute on our growth strategy and future opportunities with
operational clarity and confidence.
Operational Achievements
We have experienced rapid growth in terms of both the number of Activated Lives and Consultations delivered.
These metrics have been driven by a number of key operational achievements throughout the year including:
The announcement of our joint venture agreement with
AXA Health has transformed the way almost a million
patients receive care in the UK. This agreement marks the
first time that primary care, diagnostics and secondary
care have been integrated, to improve the patient
experience of AXA Health’s extensive health insurance
customer base.
Our business entered the Republic of Ireland healthcare
market, having signed an agreement enabling us to
provide digital health services to one of the UK’s Big Four
retail banks. Our patients in the Republic of Ireland will
benefit from a range of virtual GP services, such as the
delivery of private prescriptions and consultations with
doctors registered with the Medical Council of Ireland.
We have successfully onboarded a number of new clients,
including the signing of a new channel partner agreement
with Allianz Partners international health line of business,
one of the world’s largest insurance and assistance
companies. This marks our first international private
medical insurance (“iPMI”) agreement, allowing Allianz
Partners iPMI policy holders and their dependents based
across Europe access to Doctor Care Anywhere’s digital
health services.
In support of these clients, during the fourth quarter of
2020, Doctor Care Anywhere performed more than 1,300
consultations in a single day and we also performed a
record high of 62 simultaneous consultations during
the period, further demonstrating the scalability of the
platform and service.
In support of these clients, during the fourth quarter of 2020, Doctor Care Anywhere performed more than 1,300
consultations in a single day and we also performed a record high of 62 simultaneous consultations during the period,
further demonstrating the scalability of the platform and service.
Outlook
We’ve been really humbled by the support we’ve received from both new and long-term shareholders as part of the IPO
process. By bringing Doctor Care Anywhere to the listed market, we have secured the capital to deliver the healthcare
service that patients truly deserve and the flexibility to fund our future growth ambitions.
Our performance across the year has validated the business model we outlined in the Prospectus. Our focus remains firmly
on providing our patients with the highest standard of healthcare and improving the patient experience. We will continue
to increase activations and consultations across our existing membership base, growing membership through new channel
partner agreements, adding higher margin diagnostic referral pathways and expanding our services such as mental health,
as we work towards delivering the first truly joined up healthcare experience by 2023.
This has been a year full of challenges and I am enormously proud of our team and this company’s performance. Thank you
for your continuing support and I look forward to sharing the next stage of our journey with you.
Dr Bayju Thakar
Chief Executive Officer and Managing Director
8 doctor care anywhere annual report 2020
Operating and Financial Review
About Doctor Care Anywhere
Doctor Care Anywhere transforms lives through better healthcare
Doctor Care Anywhere’s head office is in London, United Kingdom and the Company serves a customer base in the
United Kingdom, Republic of Ireland and mainland Europe.
We were founded to make healthcare simpler, bringing together Primary care and Secondary care to give patients
a better overall healthcare experience. We provide:
• Virtual GP Consultations in the form of video or phone consultations with GPs directly employed by Doctor Care
Anywhere (Primary care); and
• Diagnostic referrals and Specialist reviews across the clinical specialties (Secondary care).
Our proprietary technology platform provides joined up care throughout the patient journey. A patient enters
our treatment pathway through a virtual consultation with one of our GPs, guided by clinical decision support
tools, the GP may organise diagnostic tests through a national network of diagnostic centres, specialist consultant
reviews of the results and provide ongoing clinical management. This may include, where clinically appropriate, the
facilitation of specialist care and intervention.
All of these interactions are stored in a single Electronic Health Record.
Improving patient access to treatment
Doctor Care Anywhere was founded specifically to address the fragmentation found in health systems around
the world that contributes to what we believe to be unnecessary interventions, increased costs and poor patient
outcomes. We believe that our model helps to solve these inefficiencies by:
•
• Joining up the patient pathways under one single patient record
• Enabling better collaboration between healthcare professionals
• Ensuring transparency around clinical practices
We aim to deliver health insurers with a reduction in claims cost of up to 20% by joining up primary and secondary
care and in doing so reduce unnecessary appointments and diagnostic tests.
Doctor Care Anywhere aims to deliver better outcomes for patients, payors and clinicians
Patient
Payor
Improved Patient Journeys
Differentiation
✓ Faster, easier access to care
✓ Avoids long waits for
appointments, tests and
consultations
✓ Proven cost savings model
that actually drives activity
and volume to Doctor Care
Anywhere
✓ Smoother approval process
Cost Savings
Better Clinical Outcomes
✓ Standardisation of diagnostics
✓ Latest evidence-based
medicine on the platform
✓ Consistently raise the quality
of care
✓ Better control of patient
journey
✓ Smarter procurement
✓ Fewer unnecessary referrals to
specialist and Secondary Care
Enhanced Transparency
✓ Data transparency and
analytics on patient activity
and clinical outcomes
provide future monetisation
opportunities
Doctors/Health Care
Professionals
Convenience and Flexibility for
Physicians
✓ Operate at time and place of
choice
Training and Support
✓ Team structure provides
professional feedback and
continuing professional
development, ensuring quality
Increased income opportunity
✓ Digital channel
Cost Savings
✓ Lower overheads
doctor care anywhere annual report 2020 9
Our core services
Virtual GP Service
We provide patients with the ability to speak with a doctor at a time convenient to them, from any location where the
internet may be accessed. The service provides patients with:
• GP appointments: 20 minute video and phone appointments available all year round, with a self-service booking facility.
– Patients travelling abroad can speak to UK doctors from anywhere in the world.
• Prescription medication: picked up at a Pharmacy or delivered to home.
– ePrescriptions: a patient’s prescription is automatically uploaded onto their account for them to take to any
participating pharmacy, without the need to pre-arrange collection. Participating pharmacies include Boots, Tesco,
Superdrug, Day Lewis and Rowlands.
– Directly sent to pharmacy: a patient can opt to collect their medication from a pharmacy outside the ePrescription
network. Should this happen, we liaise directly with the chosen pharmacy to arrange the medication to be ready for
collection.
• Electronic Health Records: all records are available to the patient 24/7.
– Private specialist referrals, pre-specialist diagnostic referrals, private in-person GP referrals and official statements
regarding a patient’s fitness to work, all uploaded directly to the patient’s record.
Internet Hospital
The Internet Hospital brings Primary Care and Secondary Care together into a single, seamless patient experience.
Prior to the Internet Hospital, if a patient needed to see a specialist, they would be likely to have to visit an in-person GP,
the relevant specialist, a diagnostics facility and then the specialist a second time before agreeing a care plan. The patient
would also have to go through the administrative burden of paying for these services or claiming for them on their health
policy, while health cover providers have to process claims for this sequence of visits.
With the Internet Hospital, a Doctor Care Anywhere GP can order relevant diagnostic tests following a virtual consultation
and arrange for a corresponding referral approval request to be sent to a payor automatically through an Application
Programming Interface (API).
What we do – enabling a better patient journey
Capturing value at each stage of the patient journey
DOC business model allows the Company to capture value at multiple points in the patient journey. With the focus on private healthcare sector,
covered patients incur no out of pocket costs in booking a GP.
Illustrative patient journey1
£
£
Same day:
Paul has a video call consultation
with the GP who is able to see the
swelling and the reduced range of
movement. The GP follows the
appropriate Clinical Reference
Guideline and arranges an MRI scan
Same day:
Paul is informed through the
platform that he needs a GP
follow-up and books the
appointment with his
Doctor Care Anywhere GP
First day:
Paul hurts his knee
playing rugby. He is
in a lot of pain when
he tries to walk, so he
books an appointment
with a Doctor Care
Anywhere GP
£
In person diagnostics:
Paul visits a Radiology clinic near
his office at a time convenient to
him for the MRI scan, all booked
through the DOC platform
Immediately after Ultrasound:
A Specialist remotely reviews the
images in the cloud and confirms
a meniscal tear
£
GP follow-up:
The Specialist review of
the MRI scan and proposed
management plan is available
to the GP and to Paul on his
Electronic Health Record.
The GP informs Paul of the
care he needs to help him get
back to playing rugby
1. This example is provided is to illustrate the reduced number of steps in the Internet Hospital pathway versus traditional private market
practice and is not intended to directly reflect our clinical practice or guidelines.
10 doctor care anywhere annual report 2020
Operating and Financial Review
cont.
Services overview
Primary Care
Secondary Care
Patient
Touch
Point
Service
Virtual GP
Diagnostics
Virtual Specialist
Virtual GP
Specialist (third party)
Virtual GP
Diagnostic referral
ePrescriptions
Health Assessments
Mental Health
Virtual GP
Wet and Dry Diagnostics
Virtual Specialist Review
Virtual GP follow up and referral
Virtual specialist consult
(in development)
Remote Monitoring
(planned)
In-Person Specialist
Consult
In-Person Specialist
Treatment
Internet Hospital
End-to-End Patient Journey
Electronic Health Record
We currently cover eight medical specialties:
Cardiology
Ear, nose and
throat
Gastroenterology
Gynaecology
Orthopaedics
Spinal
Urology
Mental health
doctor care anywhere annual report 2020 11
Business model
Currently active
In development
Services
Virtual GP
Diagnostics
Specialist
Review
Mental
Health
Virtual
Specialist
Fulfilment
Virtual
DOC GPs
3rd Party
Partner
Virtual DOC
specialists
DOC
Specialist and
Online CBT
3rd Party
Partner
Business
Model
Fee Based
Revenue
Share
Fee-based
Fee-based
Revenue
Share
Our business model
The Doctor Care Anywhere business model is designed to capture revenue within different parts of the patient journey. At
present the majority of revenue is generated through either a utilisation-based model or a subscription model for Virtual
GP consultations and specialist reviews. Licence fees are also charged to some channel relationships for development work
and access to the platform. We also receive our share of any dividends paid by the joint venture with AXA.
Virtual GP
The model currently deployed with AXA and Allianz is a utilisation model, where Doctor Care Anywhere charges an agreed
price per consultation delivered. The majority of other existing VGP commercial arrangements are based on the subscription
model, where revenue equals number of Eligible Lives multiplied by the monthly fee. Eligible Lives is the total number of
people who have an entitlement to use the platform. The customer provides Doctor Care Anywhere with the list of names
and dates of birth, membership numbers or similar.
Internet Hospital
This model is currently deployed with AXA in the UK. The model is activity-based and has two components:
• Revenue from initial and follow-up GP appointments and specialist diagnostic reviews; and
• Dividends generated from the Joint Venture, based on an equal share of the commission resulting from the procurement
of diagnostics.
Licence Fees
There are circumstances where we charge a licence or development fee. These fees may be charged, for example, to create
a white label version of the application or to build customised integrations. Some channel relationships also pay a licence
fee based on the number of lives that are entitled to the service, and the number of lived that have activated.
12 doctor care anywhere annual report 2020
Operating and Financial Review
cont.
Our business at a glance
Corporate Snapshot
2.2 m
Eligible lives
at end of 2020
– up 186.2%
on the prior year
214,700
Consultations
in 2020
– up 305.5% on
the prior year
432,500
Activated Lives
at end of 2020
– up 199.1% on the
prior corresponding
period
1,500+
Corporate
customers
200+
GPs and
specialists
Certified
CQC and ISO
80+
Net
Promoter
Score
75%
Annual
user rate
Our revenue drivers
There are three main drivers of Doctor Care Anywhere’s revenue:
Eligible Lives: the total
number of people who have an
entitlement to use the service
Activated Lives: the total
number of people who ‘sign up’
for the service and enter their
personal details
Consultations: the total number
of consultations delivered to
patients
In subscription models, revenue is driven by the number of Eligible Lives. In utilisation-based models, revenue is driven
by the volume of use, in particular by the number of consultations.
Our growth strategy
There are five key components to our growth strategy:
Developing
the technology
platform
We intend to
continue the
development of
our Electronic
Health Record,
while increasing our
capacity to absorb
anticipated growth.
Improving
operational
efficiency
We are investing
in automation
of manual
workflows across
our operations to
increase operational
efficiency and
enhance patient
experience.
Driving customer
activation and
consultations
We intend to
accelerate our
sales by expanding
our marketing
capability to drive
customer activation
and consultations
through joint
marketing
campaigns
with channel
relationships and
corporate clients.
Developing new
propositions
International
expansion
We will continue to
develop our mental
health proposition
following proven
demand for Mental
Health Services
within our patient
base. More than 10%
of existing patients
present with mental
health conditions.
We intend to
extend our patient
pathways through
Virtual Specialist
solutions during
2021.
European
expansion: we are in
discussions with a
number of insurers
that may contract
with us to roll out
the Internet Hospital
across some of the
European markets.
Asia Pacific
expansion: we
are exploring
several potential
opportunities in
these markets,
specifically
including Australia
which include a
combination of
organic (channel
relationships)
and non-organic
(acquisitions of local
players) growth.
doctor care anywhere annual report 2020 13
Current value streams and future opportunities
International
Expansion
Additional pathways
& services
APAC expansion
Mental Health
European expansion
Potential
value streams
Health Analytics
& Virtual
Clinical Services
Current value streams
Virtual Specialists
Internet Hospital
(IH)
Core VGP service
Strategic
Imperatives
1
2
3
4
5
Build and cement
market leading
position in the UK
IH: Invest in systems,
processes and team
to enable scale
Add additional
clinical pathways
Grow business
internationally
Build health data solution
to improve outcomes
and value
Existing core business
Near term
growth drivers
Future growth
14 doctor care anywhere annual report 2020
Operating and Financial Review
cont.
Our operations in 2020
Changing attitudes to healthcare technology meant we had already begun to see increasing adoption of virtual health
services prior to 2020 but the pandemic undoubtedly accelerated willingness to embrace the platform as the full
consequences of COVID-19 were laid bare during the period, validating the need for a structural reform in healthcare and
demonstrating a new willingness to embrace change.
Key operational highlights for 2020
• Doctor Care Anywhere listed on the ASX on 4 December 2020. The oversubscribed offer raised AUD $102 million of
capital, allowing us to fund future planned growth through investment in new propositions and expansion into new
markets. The listing was strongly supported by a wider range of institutional and retail investors.
• Establishment of our joint venture with AXA Health.
• We have successfully onboarded a number of new clients, including the signing of a new channel partner agreement
with Allianz Partners.
• We expanded our services internationally, entering the Republic of Ireland healthcare market after signing an agreement
to provide our services to one of the UK’s Big Four retail banks.
The Company saw strong growth across all of our key revenue drivers in 2020. Eligible lives (the total number of people
with entitlement to use our service) increased to 2.2 million (+186% on 2019).
Activated lives (total number of people signed up to the service) also increased to 433,000 (+199% on 2019).
The entry point into our service is the Virtual GP consultation. Consultations are driven by activation of eligible lives and are
a key driver of our revenue growth.
The in-year number of consultations delivered to patients was 214,700 (+305.5% on 2019). In the last quarter of the year
we delivered over 1,300 consultations in one day, a new record and a milestone in the successful growth journey of the
business. We also performed a record high of 62 simultaneous consultations during Q4, demonstrating the scalability of our
platform and service and the continued growth opportunity within our business.
Activated Lives (000’s)
Consultations
433
342
349
337
294
175
145
129
63
71
50
95
81
,
8
0
3
4
0 7
3
4
3
6
,
4
6
5
2
6
,
6
6
8
0
6
,
2
9
7
,
2
5
3
9
2
6
,
2
2
7
,
6
0
6
9
6
,
8
9
8
8
,
4
8
4
0
1
,
1
0
7
,
1
1
0
2
6
3
1
,
,
9
7
0
5
8 2
4
1
,
7
1
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
2018
2019
2020
2018
2019
2020
Prospectus Forecast
Actual
Prospectus Forecast
Actual
doctor care anywhere annual report 2020 15
Key financial highlights
Revenue performance across 2020 reflects the progress made in translating Eligible Lives to Activated Lives and increasing
consultation utilisation. Annualised utilisation stepped up from historical levels and reflects the secular change and
adoption of telehealth services.
Revenue for 2020 was £11.6 million, up 5.8% on Prospectus forecast (Forecast: £10.9 million), driven primarily by increased
consultation utilisation across our patient base.
Gross profit for 2020 was £5.7 million, up 9.2% on Prospectus forecast (Forecast: £5.2 million) and Contribution for 2020
was £2.6 million, up 32.4% on Prospectus forecast (Forecast: £2.0 million), driven by increased revenue and efficiency in the
delivery of the Company’s services.
EBITDA loss for 2020 was £8.7 million, 14.9% favourable to Prospectus forecast (Forecast: loss of £10.2 million), driven by
lower offer costs associated with the Company’s IPO on the ASX and increased recharges to the Company’s Joint Venture
with AXA Health.
Net loss for 2020 was £31.3 million, 4.6% favourable to Prospectus forecast (Forecast: loss of £32.8 million).
Revenue Growth (£m’s)
2.0
2018
0.9
0.7
0.4
5.7
2.0
1.1
2.7
2019
Utilisation revenue
Subscription revenue
Other revenue
11.6
0.8
1.8
9.0
2020
New customers in international markets
In line with our strategy for future growth we successfully onboarded new clients during 2020. Our channel partner
agreement with Allianz Partners international health line of business, one of the world’s largest insurance and assistance
companies, marks our first international private medical insurance (‘iPMI’) agreement in Europe.
The agreement with Allianz Partners will allow their iPMI policy holders and their dependents based across Europe
to access Doctor Care Anywhere’s digital health services. A significant step in our growth plans and a further signal
of confidence in our scope and reach.
In October 2020 we entered the Republic of Ireland healthcare market after signing an agreement to provide our
services to one of the UK’s Big Four retail banks. Our patients in the Republic of Ireland will benefit from a range
of virtual GP services, such as the delivery of private prescriptions and consultations with doctors registered with
the Medical Council of Ireland.
16 doctor care anywhere annual report 2020
Summary of Key Risks
TOPIC
SUMMARY
Concentration of revenue
The relationship with AXA Health accounted for 83% of the Company’s total
revenue in 2020. A decrease in revenue received from AXA for any reason could
have a material adverse effect on the Company’s revenue and profitability.
Acquisitions, expansion or
growth initiatives may not
be successful
Early stage business risk
Inability to attract new
customers
As part of its growth strategy, the Company may also investigate and undertake
further expansion, acquisition and other growth initiatives from time to time.
There are potential risks the Company may face with its past and future
expansion, acquisition and other growth initiatives, including integration risks,
difficulty entering markets and potential loss of key employees, customers or
suppliers of the acquired business.
The Company is an early stage business that does not have significant history
of operations and does not generate profits, nor does it envisage in the
immediate future that it will generate sufficient revenue to be profitable or
be in a position to declare any dividends. The Company's ability to achieve
its anticipated growth is dependent on the successful implementation of its
growth strategy. There can be no assurance that it would be able to generate
or increase revenues from its existing and proposed products or avoid losses
in any future period.
The Company distributes services to patients through various sales channels,
including through relationships with insurers, employers, healthcare providers,
retailers and direct sales to the public. The Company's channel relationship
strategy represents a material proportion of its revenue. However, there is no
guarantee that demand from channel relationships will continue to be strong.
Compliance with laws and
regulations specific to the
healthcare industry
The Company's operations are governed by laws and regulations that the
Company must adhere to, including laws governing remote healthcare, the
practice of medicine and healthcare delivery in general which are subject to
change and interpretation. There is a risk that the Company fails to comply with
such requirements.
Risk of clinical malpractice
Competitor risk
There is the potential for a failure of clinical governance and oversight
to lead to a deterioration in the delivery of high quality and safe patient
services. This could result in sanctions or investigations from the Care Quality
Commission (CQC) or damage to the Company's brand (including from media
use by dissatisfied patients).
The industry in which the Company operates is subject to domestic and global
competition. Competitors may succeed in developing alternative products
which are more innovative or more cost effective than those products that
are developed by the Company. This may create downward pricing pressures
as competitors develop and expand their offerings in the market and may
adversely impact on the Company's ability to retain existing customers/partners
as well as attract new customers or partners
doctor care anywhere annual report 2020 17
TOPIC
SUMMARY
Data protection issues
The Company relies heavily on the uninterrupted running of its information
technology systems for smooth operation of its business and maintaining high levels
of trust with customers. There is a risk that the measures the Company takes to protect
such information and data are insufficient to prevent security breaches, or other
unauthorised access or disclosure of the information and data.
Dependence on IT
infrastructure and disruptions
to information technology
Reliance on key supplier
relationships
Key personnel and skills
dependencies
The Company, its telehealth providers and its patients rely on significant IT
infrastructure and systems and the ongoing maintenance of the regional and local
internet infrastructure to provide the necessary data speed, capacity and security
to allow the Company to offer viable services. Technology failures may affect the
Company's ability to deliver consistent, quality services, meet its contractual and
service level obligations, attract new customers, or lead to data integrity issues or
data loss.
The Company's business is dependent on maintaining relationships with key third-
party suppliers, information technology suppliers, and software and infrastructure
providers. Any change to the Company's relationships with its key suppliers or the
services they provide could materially impact its business, operating and financial
performance and growth prospects.
The Company's business depends on successfully hiring and retaining employees
in key management, telehealth, sales and marketing, operations and information
technology. Competition for qualified employees in the industry could become more
intense. If the Company is unable to retain or attract high quality employees required
for its business activities, or replace the loss of any key personnel, or are required
to materially increase the amount the Company offers in remuneration to secure
the employment of key personnel, its operating and financial performance could be
adversely affected.
This Strategic Report has been approved by the Board.
Jonathan Baines
Chairman
Date: 30 March 2021
REPORT OF THE DIRECTORS
18 doctor care anywhere annual report 2020
Directors’ Report
The qualifications and experience of our current Directors and Officers are as follows:
Jonathan Baines
Chairman and
Executive Director
Dr Bayju Thakar
Chief Executive
Officer and Managing
Director
Romana Abdin
Independent Non-
Executive Director
Simon Calver
Non-Executive
Director
Richard Dammery
Independent Non-
Executive Director
David Ravech
Non-Executive
Director
Leanne Rowe
Independent Non-
Executive Director
Vanessa Wallace
Independent Non-
Executive Director
Daniel Curran
Chief Financial
Officer and Company
Secretary
Jonathan Baines
Chairman and Executive Director
Jonathan has been Chairman of Doctor Care Anywhere since November 2018. He has extensive board and governance
experience in the UK, having previously served on and advised both public and private company boards. Jonathan
has also previously advised the UK Financial Services Authority (forerunner to the Prudential Regulatory Authority) on
matters related to governance and succession planning.
Prior to this, Jonathan spent 12 years in the British Army before joining and subsequently managing the UK Treasury
division of Brown Shipley PLC. He spent 26 years in the executive search industry, starting his own company in 1986
which he sold to Whitehead Mann PLC, where he led the financial services practice before becoming Chairman in
2005. From 2005 to 2014, he served as Chairman of Korn Ferry Inc in Europe, the Middle East and Africa (EMEA)
where he was deeply involved in Chair and CEO succession planning at a number of the largest global financial
services companies, including one of the leading banks in Australia.
Since leaving the search industry in 2014, Jonathan has continued to advise and work closely with Citigroup in EMEA on
client activities, as a Senior Adviser at Tulchan Communications, and as Chairman of Candy Kittens, a private and rapidly
growing confectionery business.
Jonathan holds a degree in Economics from University College London.
doctor care anywhere annual report 2020 19
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Bayju is a co-founder of Doctor Care Anywhere and became Chief Executive Officer in 2020. He is a qualified medical doctor
and McKinsey alumnus.
Bayju has been responsible for leading the Company’s growth from inception through to a vertically integrated digital health
provider, serving some of the largest blue-chip health insurers and hospital groups in the world.
Bayju is a graduate from Guy’s, King’s and St Thomas’ Medical School and holds a BSc in Philosophy from Kings
College London.
Romana Abdin
Independent Non-Executive Director
Romana was appointed as a Non-Executive Director of Doctor Care Anywhere in September 2020. Romana is CEO of
Simplyhealth Group, appointed in 2013 to transform the business from a sole focus on healthcare funding towards a diversified
health and wellbeing business.
During her time as CEO, Romana has led the restructuring and investment in digital capability to meet the demands of today’s
customers, employers and healthcare practitioners, developing new propositions, establishing new relationships, developing
people capabilities and a leadership team which has shifted the culture from risk averse and analogue to more customer-centric,
agile and highly engaged.
Romana has a strong industry profile in the UK and has gained extensive commercial, board, governance and regulatory
experience in previous roles at Simplyhealth Group, Lloyds Banking Group and Bradford & Bingley Building Society.
Romana started her career as a Barrister in London specialising in corporate and commercial law and went on to hold several
corporate affairs and legal roles, principally in the financial services and entertainment sectors.
Romana holds degrees in Law and is a Barrister at Law.
Simon Calver
Non-Executive Director
Between January 2019 and June 2020, Simon was nominee director on the Board for BGF Nominees Limited, a shareholder
in Doctor Care Anywhere. Following his resignation from BGF Nominees Limited he was reappointed as a Non-Executive
Director on 2 October 2020, owing to his significant experience leading fast-growing technology businesses.
Simon is an experienced non-executive board director, investor in technology, chief executive and entrepreneur. He is
a Fellow of the Institute of Directors (UK). Simon has won recognition for his work at LoveFilm and with Entrepreneurs
through the UK. As well as EY’s Entrepreneur of the Year, he won the Sunday Times Buyout Track for PE backed businesses
and the Confederation British Industries (CBI) Growth Company of the Year.
Previous roles include being Chairman of technology start-up companies Moo Print Limited and Chemist Direct Limited,
recipe box subscription company Gousto Ltd, Firefly Learning Ltd and UK Business Angels Association, Non-Executive
Director of Global App Testing and Datalex PLC and CEO of Mothercare PLC and LoveFilm International until its sale to
Amazon in 2011. In 2015, Simon set up BGF Ventures, a £200 million venture fund and substantial shareholder of Doctor
Care Anywhere.
Prior to this, Simon worked for large blue-chip companies such as Unilever, Pepsi and Dell.
Simon speaks regularly on corporate change, leadership and disruptive business models.
Simon holds a Bachelor of Science Computational Science from the University of Hull.
20 doctor care anywhere annual report 2020
Directors’ Report
cont.
Richard Dammery
Independent Non-Executive Director
Richard was appointed as a Non-Executive Director of Doctor Care Anywhere on 16 September 2020. He has extensive
board and governance experience, having served on and advised a range of boards over the past 25 years.
Before commencing his non-executive career, Richard held senior leadership roles in a range of major Australian and New
Zealand companies, including Woolworths Group where he was the Chief Legal Officer and Company Secretary, responsible
for legal and regulatory advice, group governance and group compliance.
Prior to this, Richard held a number of commercial general management roles, principally in the telecommunications and
technology sectors. From 2008–2014 Richard was a partner of leading law firm, Minter Ellison, specialising in corporate
advice and mergers and acquisitions.
Richard currently serves on the boards of Nexus Hospitals Group, Aussie Broadband Limited and Creative Partnerships
Australia. He is an Adjunct Professor (Practice) and Industry Fellow at Monash Business School.
Richard holds a Bachelor of Arts and Bachelor of Laws from Monash University, an MBA from the University of Melbourne, a
PhD from the University of Cambridge (where he was a Senior Rouse Ball Scholar at Trinity College), and he is a Fellow of the
Australian Institute of Company Directors.
David Ravech
Non-Executive Director
David is a co-founder of Doctor Care Anywhere Group, he served as Chairman of Doctor Care Anywhere Group until
November 2018.
For more than 20 years, David has led and invested in disruptive technology companies. Prior to his involvement with Doctor
Care Anywhere, David was the founder and CEO of Overland Health (now part of Slater and Gordon Solutions), a technology-
driven provider of rehabilitation services. He also founded and was later Co-CEO of Global Freight Exchange which provided
the world’s leading airlines and freight forwarders with the first online price and availability comparison engine and
transaction system for airfreight (with the company being sold in 2007 to Descartes (Nasdaq: DSGX), a provider of cloud-
based logistics and supply chain management solutions).
David initially qualified as a barrister and solicitor with Arthur Robinson & Hedderwicks (now Allens) working in the
Securities, Mergers and Acquisitions group. He then spent six years as a strategy management consultant at McKinsey, based
in the Melbourne and London offices. He has worked in Australia, the UK, Japan, Israel and several European countries,
primarily serving clients in the retail, brewing, telecoms and banking sectors with a focus on mergers and acquisitions,
competition law approvals and pricing strategy.
David holds an LL.M from Harvard Law School and an LLB (First Class Honours) and B.A. (Economics) from the University
of Melbourne.
Leanne Rowe
Independent Non-Executive Director
Clinical Professor Leanne Rowe was appointed as a Non-Executive Director of DOC on 16 September 2020. Leanne is an
experienced medical practitioner, non-executive director and author. She has a deep understanding of clinical governance
and medico-legal issues.
Leanne’s current roles include Chairman of Nexus Hospitals, and Non-Executive Director of Japara Healthcare Limited, the
Medical Indemnity Protection Society (MIPS) and MIPS Insurance in Australia. She is a Presiding Member at Victorian Medical
Panels which involves chairing panels of medical and surgical specialists to consider complex cases of patient injury. Leanne
has a Professorial appointment at Monash University, and she has published 10 health-related books. Her most recent book
‘Every doctor: healthier doctors = healthier patients’ was published internationally by CRC Press (UK).
Previous roles include being a Non-Executive Director of three Australian private health insurers including Medibank Private
Limited (prior to its ASX listing), Australian Health Management and GMHBA Limited. She has also served on the boards of
I-MED Radiology Network Pty Ltd, the largest private radiology provider in Australia; Beyondblue, the national depression
initiative; and Barwon Health, the largest regional hospital and health network in Victoria, Australia. She was Chairman of the
Royal Australian College of General Practitioners’ National Council and Victorian board.
doctor care anywhere annual report 2020 21
Leanne’s clinical leadership has been recognised in Australia by an Order of Australia for service to medicine, ‘The Rose Hunt
Medal’ and ‘The College Medal’ by the Royal Australian College of General Practitioners, and ‘Best Individual Contribution to
Health Care’ by the Australian Medical Association.
She was also awarded a Doctor of Laws (honoris causa) by Monash University for her service as Deputy Chancellor and for
outstanding service to medicine.
Leanne holds a Bachelor of Medicine and Bachelor of Surgery and Doctor of Medicine from Monash University, a Fellowship
of the Royal Australian College of General Practitioners and a Fellowship of the Australian Institute of Company Directors.
She was also awarded a Doctor of Medicine degree on the topic of cognitive behavioural therapy.
Vanessa Wallace
Independent Non-Executive Director
Vanessa was appointed as a Non-Executive Director of Doctor Care Anywhere on 16 September 2020. She is an experienced
board director, strategy management consultant, investor and founder in innovative, early-stage and digital companies.
This includes being Chair of AMP Capital Ltd (from 2016 to 2018) and Drop Bio Pty Ltd (from 2018 to present) and Managing
Director of Miscamble Forrest Pty Ltd as well as being a non-executive director of Global Board of Booz & Company
(2006-2010), Wesfarmers Ltd (2010-present) and SEEK Ltd (2017-present).
Vanessa spent more than 25 years at Booz & Company as a Senior Partner and Executive Chairman in Japan, and a Director
of several Asian entities of the business. She led the Financial Services Practice in global markets and the strategy practice in
Australia. She has extensive experience in post-merger integration, risk management and supporting leadership teams with
their strategies and operational delivery.
In the health care sector, Vanessa spent years as a consultant supporting providers across Australia and has been an investor
in disruptive, innovative health care business for the last 15 years. More recently, Vanessa has worked with global life and
health insurers and early stage ventures building data analytic capabilities and integrating biotechnology and data to define
new health care solutions.
Vanessa holds the following qualifications: Bachelor of Commerce (UNSW), MBA (IMD Switzerland), MIT Sloan School of
Management and Executive Certificate in Strategy & Innovation. She is also currently undertaking the MIT Engineering
School’s Professional Certificate Program in Machine Learning & Artificial Intelligence. Vanessa is a Member of the UNSW
Business School Advisory Council and a Member of the Australian Chamber Orchestra Chairman’s Council.
Daniel Curran
Chief Financial Officer and Company Secretary
Dan joined Doctor Care Anywhere’s leadership team over four years ago and leads both the Finance and Company
Secretarial teams.
Over the past four years Dan has played a significant role in all material corporate and commercial transactions undertaken
by the Company, including its recent IPO, multiple fundraises and the joint venture agreement with AXA Health.
Dan has over 10 years’ experience in finance, having started his career in public practice before moving into industry. Since
moving into industry, he has worked in sectors including software development, customer engagement and healthcare. Dan
was appointed Chief Financial Officer (‘CFO’) of the Company on the 25 January 2021.
Dan is an Associate of the Chartered Institute of Management Accountants. The Board of Directors of Doctor Care Anywhere
Group PLC in office during the financial year and until the date of this report covers two era’s (1) January 2020-September
2020 unlisted (Non-Executive Investor Directors) and (2) September 2020-December 2020 pre-IPO/post-IPO (Non-Executive
Directors).
22 doctor care anywhere annual report 2020
Directors’ Report
cont.
The Directors who were in office during the period were:
• Jonathan Baines – Chairman and Executive Director
• Dr Bayju Thakar – Chief Executive Officer and Managing Director
• Romana Abdin (appointed 16 September 2020) – Independent Non-Executive Director
• Roger Allen (resigned 5 August 2020) – Non-Executive Investor Director
• Simon Calver (resigned 29 June 2020, re-appointed 2 October 2020) – Non-Executive Director
• Mark Cotterill (resigned 7 September 2020) – Non-Executive Investor Director
• Richard Dammery (appointed 16 September 2020) – Independent Non-Executive Director
• Clarence Ling (resigned 27 July 2020) – Non-Executive Investor Director
• David Ravech – Non-Executive Director
• Leanne Rowe (appointed 16 September 2020) – Independent Non-Executive Director
• Matthew Simcox (resigned 7 September 2020) – Non-Executive Investor Director
• Jeffrey Thomas (resigned 7 September 2020) – Non-Executive Investor Director
• Vanessa Wallace (appointed 16 September 2020) – Independent Non-Executive Director
Directors’ Interests (Current Board)
Director
Jonathan Baines
Dr Bayju Thakar
Romana Abdin
Simon Calver
Fully paid CDIs
100,000
Options granted
4,470,970
12,768,570 (12,668,970 escrowed until 04/12/2022)
13,325,818
25,000 (escrowed until 04/12/2022)
82,188 (25,000 escrowed until 04/12/2022)
Richard Dammery c/o Aestel Pty Ltd
50,000 (25,000 escrowed until 04/12/2022)
David Ravech c/o Carani Holdings Limited
44,264,604 (escrowed until 04/12/2022)
Leanne Rowe c/o Lanpet Super Pty Ltd
137,500 (25,000 escrowed until 04/12/2022)
Vanessa Wallace
162,500 (25,000 escrowed until 04/12/2022)
Directors’ Interests (Retired Board)
Director
Fully paid CDIs
Options granted
Roger Allen c/o Patagorang Pty Limited
Mark Cotterill
Jeffrey Thomas
11,245,121
(8,191,201 escrowed until 4 December 2022)
1,170,000
(1,170,000 escrowed until 4 December 2022)
1,221,059
(1,221,059 escrowed until 4 December 2022)
doctor care anywhere annual report 2020 23
Directorships Of Other Listed Companies (Current Board)
Director
Richard Dammery
Leanne Rowe
Vanessa Wallace
Dividends
Company
Term
Aussie Broadband Limited
July 2020 – Present
Japara Healthcare Limited
July 2019 – Present
Wesfarmers Limited
Seek Limited
July 2010 – Present
March 2017 –Present
No cash dividends were paid, recommended or declared during or since the end of the financial year by the Company.
Political Donations and Expenditure
Doctor Care Anywhere works constructively with all levels of government across its network, regardless of affiliation.
Doctor Care Anywhere believes in the rights of individuals to engage in the democratic process.
Doctor Care Anywhere contributed £5,000 to Conservative Party UK on 25 November 2020.
Meeting Attendance
Meeting attendance has been recorded since the adoption of all Board and Committee charters on 16 October 2020 to
the financial year end 31 December 2020. An open invitation policy exists for all directors to attend meetings even if not a
member of that committee.
Committee
Board
Audit and Risk
Management Committee
Remuneration &
Nominations Committee
Total
Number
of meetings
Romana
Abdin
Jonathan
Baines
Simon
Calver
Richard
Dammery
David
Ravech
Leanne
Rowe
Bayju
Thakar
Vanessa
Wallace
4
1
2
3
1
2
4
4
N.A.
N.A.
4
1
4
N.A.
N.A.
N.A.
N.A.
N.A.
4
1
2
4
N.A.
N.A.
4
1
2
24 doctor care anywhere annual report 2020
Corporate Governance Statement
This statement outlays the key governance arrangements in place to ensure effective decision-making and
accountability. The fourth edition of the ASX Corporate Governance Principles and Recommendations (‘ASX
Recommendations’) has been fully reflected in the Company’s governance.
Policies and Charters Locations
Doctor Care Anywhere’s policies and charters referred to within the statement are located within our Investors
section: https://doctorcareanywhere.com/investors/corporate-governance/
Corporate Governance Statement
This Corporate Governance Statement is current as at 31 December 2020 and has been approved by the Board
of Directors.
This statement discloses the extent to which the Company followed the recommendations set by the ASX Corporate
Governance Council in the fourth edition of its Corporate Governance Principles and Recommendations (ASX
Recommendations). The ASX Recommendations are not mandatory, however the ASX Recommendations that were
not followed have been identified and reasons provided for not following them along with what (if any) alternative
governance practices the Company adopted instead of the relevant ASX Recommendation.
The Company’s corporate governance policies were adopted on 16 October 2020 and, from Listing, have been
available in the “Corporate” section of the Company’s website www.doctorcareanywhere.com.
Principles and Recommendations
Compliance by the Company
Principle 1 – Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board and management
and how their performance is monitored and evaluated.
Recommendation 1.1
Our Company complies with this ASX Recommendation.
A listed entity should review and disclose a board
charter setting out:
a. the respective roles and responsibilities of its
board and management; and
b. those matters expressly reserved to the board
and those delegated to management.
The Board Charter sets out the principles for the operation
of the Board and describes the functions of the Board and
the functions delegated to management of the Company.
Clause 2 of the Board Charter sets out the responsibilities
and functions of the Board. The Board may delegate
consideration to a committee of the Board specifically
constituted for the relevant purpose.
Clauses 3, 8 and 9 of the Board Charter set out the
responsibilities delegated to the Chairman, CEO,
management and the Company Secretary.
From Listing, the Board Charter has been disclosed on the
Company’s website.
doctor care anywhere annual report 2020 25
Principles and Recommendations
Compliance by the Company
Recommendation 1.2
A listed entity should:
a. undertake appropriate checks before appointing a
director or senior executive, or putting someone
forward for election as a director; and
b. provide security holders with all material
information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
The Company complies with this ASX Recommendation.
The Board undertakes appropriate checks (including checks
in respect of character (criminal record and bankruptcy
history), experience, education, directorships or executive
commitments and any conflicts of interest) before appointing
a person or putting forward for election.
Clause 4.1(d) of the Remunerations & Nominations Committee
charter states that the Remuneration and Nomination
Committee is responsible for providing to shareholders, at
the shareholder meeting, with all material information in its
possession relevant to a decision on whether to elect or re-
elect a Director.
Recommendation 1.3
The Company complies with this ASX Recommendation.
A listed entity should have a written agreement with
each director and senior executive setting out the terms
of their appointment.
Recommendation 1.4
The Company complies with this ASX Recommendation.
The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of the
board.
Clause 9 of the Board Charter provides that the Company
Secretary is accountable directly to the Board, through the
Chairman, on all matters to do with the proper functioning
of the Board.
The Company complies with this ASX Recommendation.
The Company has a Diversity Policy which, from Listing, has
been disclosed on the Company’s website.
Under Clauses 2(j) and 3 of the Diversity Policy, the Board
is responsible for, among other things, annually setting
measurable objectives to promote gender diversity including
in respect of women in leadership, age diversity and cultural
diversity in the composition of its Board, senior management
and workforce and assessing annually the Company’s progress
in achieving them.
The Board discloses, in relation to each reporting period,
the objectives set and progress in achieving them. This will
include disclosure of the respective proportions of men and
women on the Board, in senior executive positions and across
the whole organisation.
Recommendation 1.5
A listed entity should:
a. have and disclose a diversity policy;
b. through its board or a committee of the board to set
measurable objectives for achieving gender diversity
in the composition of its board, senior executives
and workforce generally; and
c. disclose in relation to each reporting period:
i. the measurable objectives set for that period to
achieve gender diversity;
ii. the entity’s progress towards achieving those
objectives; and
iii. either:
A. the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined ‘senior executive’ for these
purposes); or
B. if the entity is a ‘relevant employer’ under the
Workplace Gender Equality Act, the entity’s
most recent ‘Gender Equality Indicators’, as
defined in and published under the Act.
26 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Principles and Recommendations
Compliance by the Company
Recommendation 1.6
A listed entity should:
a. have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
b. disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
Recommendation 1.7
A listed entity should:
a. have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
b. disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
Principle 2 – Structure the board to add value
The Company complies with this ASX Recommendation.
Clause 7(a) of the Board Charter (available on the Company’s
website) contains the process for regular review of the
performance of the Board, its committees and each director.
The Company discloses for each reporting period whether a
performance evaluation was undertaken in accordance with
that process.
The Company complies with this ASX Recommendation.
Clause 7(b) of the Board Charter requires the Board
(with guidance from the Remuneration and Nomination
Committee) to review annually the performance of the CEO
and other senior executives against guidelines approved
by the Board.
The Company discloses for each reporting period whether a
performance evaluation was undertaken.
A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its
duties effectively.
Recommendation 2.1
The Company complies with this ASX Recommendation.
The board of a listed entity should:
a. have a nomination committee which:
i. has at least three members, a majority of whom
are independent directors; and
ii. is chaired by an independent director;
and disclose:
iii. the charter of the committee;
iv. the members of the committee;
The Company has a Remuneration and Nomination
Committee. The Remuneration and Nomination Committee
Charter (RNC Charter) sets out the roles and responsibilities of
the Remuneration and Nomination Committee.
Clause 2(a) of the RNC Charter requires that, to the extent
practicable given the size and composition of the Board from
time to time, the Remuneration and Nomination Committee
should comprise a minimum of three members, all of whom
are independent directors and be chaired by an independent
director.
v. as at the end of each reporting period, the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
The members of the Remuneration and Nomination
Committee are Vanessa Wallace (Independent Chair), Romana
Abdin (Independent Non-Executive Director) and Richard
Dammery (Independent Non-Executive Director).
b. if it does not have a nomination committee, disclose
that fact and the processes it employs to address
board succession issues and to ensure that the board
has the appropriate balance of skills, knowledge,
experience, independence and diversity to enable it
to discharge its duties and responsibilities effectively.
The RNC Charter is available on the Company’s website.
doctor care anywhere annual report 2020 27
Principles and Recommendations
Compliance by the Company
Recommendation 2.2
The Company complies with this ASX Recommendation.
A listed entity should have and disclose a board skills
matrix setting out the mix of skills that the board
currently has or is looking to achieve in its membership.
Recommendation 2.3
A listed entity should disclose:
a. the names of the directors considered by the board
to be independent directors;
b. if a director has an interest, position or relationship
of the type described in Box 2.3 but the board is
of the opinion that it does not compromise the
independence of the director, the nature of the
interest, position or relationship in question and an
explanation of why the board is of that opinion; and
c. the length of service of each director.
Under Clause 4 of the RNC Charter, the Remuneration and
Nomination Committee is responsible for managing and
considering the board skills matrix setting out the mix of skills
and experience that the Board currently has or is looking to
achieve in its membership.
The current board skills matrix that has been adopted by the
Company is set out at the end of this Corporate Governance
Statement.
The Company complies with this ASX Recommendation.
The Company has disclosed those directors it considers to be
independent in its annual report and on its website. Leanne
Rowe, Richard Dammery, Vanessa Wallace and Romana Abdin
are the independent directors of the Company.
In accordance with the Company’s Board Charter, directors
must disclose their interests, positions, associations or
relationships and the independence of the directors is
regularly assessed by the Board in light of such disclosures.
Details of the Directors’ interests, positions, associations
and relationships are provided in the Annual Report of the
Company.
Recommendation 2.4
The Company does not comply with this recommendation.
A majority of the board of a listed entity should be
independent directors.
Recommendation 2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.
Clause 5 of the Board Charter provides that the majority of
the Board should, to the extent practicable given the size and
composition of the Board from time to time, be comprised
of independent directors. However, the Board is comprised
of four independent directors and four non-independent
directors (with two of the non-independent directors also
being executives of the Company).
The Board acknowledges this recommendation but to ensure
the continuity of service on the Board and to carry forward
and utilise the institutional knowledge from our existing
directors experience, the decisions was made to move forward
with a majority of executive directors into our IPO. The Board
believes that each of the non-independent directors brings
objective and unbiased judgement to the Board’s deliberations
and that each of them makes invaluable contributions to the
Company through their considerable skills, experience and
deep understanding of the Company’s business.
The Company partially complies with this ASX
Recommendation.
28 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Principles and Recommendations
Compliance by the Company
Recommendation 2.6
The Company complies with this ASX Recommendation.
A listed entity should have a program for inducting
new directors and for periodically reviewing whether
there is a need for existing directors to undertake
professional development opportunities to maintain
the skills and knowledge needed to perform their role
as directors effectively.
Under Clause 2(b)(vii) of the Board Charter, the Board is
responsible for the Company’s induction program for new
directors and periodic review and facilitation of ongoing
professional development for directors.
Clause 9(f) of the Board Charter requires the Company
Secretary, together with the guidance of the Board’s
Remuneration and Nomination Committee and assistance
of the Board, to organise all such training and professional
development.
The Remuneration and Nomination Committee is responsible
for reviewing the Company’s induction program and
ensuring continuing directors are provided with appropriate
opportunities to develop and maintain the skills and
knowledge needed to perform their role.
Clause 10 of the Board Charter provides that new directors
will be briefed on their roles and responsibilities and time will
be allocated at Board and committee meetings for continuing
education on significant issues facing the Company and
changes to the regulatory environment.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically
and responsibly.
Recommendation 3.1
The Company complies with this ASX Recommendation.
A listed entity should articulate and disclose its values
The Company’s website includes a section dedicated to its
culture, including its values. The Company’s values are:
• patient oriented – the patient is always at the heart of our
thinking, and we fully are committed to delivering the best
possible outcomes for all;
•
innovation – every day, we are looking for new ways to
make a difference and continuously push the boundaries
of what is possible;
• unity – we know that we are at our best when we work
together. Whether that be with our internal colleagues or
external partners, we have the biggest impact when we
team up to win;
• excellence – we maintain the highest standards when
it comes to the quality of our work, and this attracts the
brightest and best minds to join our team; and
•
integrity – our people do the right thing regardless
of who is watching. We do not take shortcuts that will
compromise our commitments to clients or patients.
doctor care anywhere annual report 2020 29
Principles and Recommendations
Compliance by the Company
Recommendation 3.2
A listed entity should:
a. have a code of conduct for its directors, senior
executives and employees; and
b. ensure that the board or a committee of the board
is informed of any material breach of that code.
Recommendation 3.3
A listed entity should:
a. have and disclose a whistleblower policy; and
b. ensure that the board or a committee of the board
is informed of any material incidents reported under
that policy.
Recommendation 3.4
A listed entity should:
a. have and disclose an anti-bribery and corruption
policy; and
The Company complies with this ASX Recommendation.
The Company has a Code of Conduct which applies to, among
others, its directors, senior executives and employees.
Clause 18(d) requires that, where appropriate, the Board will be
informed of material breaches of the Code of Conduct.
The Company complies with this ASX Recommendation.
The Company has a Whistleblower Protection Policy which,
from Listing, has been disclosed on the Company’s website.
Clause 11 of the Whistleblower Protection Policy provides for
at least quarterly reports to the Board, where appropriate and
whilst maintaining confidentiality, on all active whistleblower
matters. The Board must also be kept informed of material
incidents reported under the Whistleblower Protection Policy.
The Company complies with this ASX Recommendation.
The Company has an anti-bribery and corruption policy
(“ABC” Policy) which, from Listing, has been disclosed on the
Company’s website.
b. ensure the board or a committee of the board
is informed of any material breaches of that policy.
Under Clause 4 of the ABC Policy, all material breaches of the
ABC Policy must be reported immediately to the Board.
Principle 4 – Safeguard integrity in corporate reporting
A listed entity should have appropriate processes to verify the integrity of its corporate reports
Recommendation 4.1
The Company complies with this ASX Recommendation.
The Company has an Audit and Risk Management Committee.
The Audit and Risk Management Committee Charter (ARC
Charter) sets out the Audit and Risk Management Committee’s
roles and responsibilities.
The members of the are Richard Dammery (Independent
Chairman), Leanne Rowe (Independent Non-Executive
Director), Vanessa Wallace (Independent Non-Executive
Director) and Romana Abdin (Independent Non-Executive
Director).
From Listing, the ARC Charter has been disclosed on the
Company’s website.
The Company discloses, in relation to each reporting period,
the number of times the Committee met throughout the
period.
The board of a listed entity should:
a. have an audit committee which:
i. has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
ii. is chaired by an independent director, who is not
the chair of the board,
and disclose:
iii. the charter of the committee;
iv. the relevant qualifications and experience of the
members of the committee; and
v. in relation to each reporting period, the number of
times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
b. if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity of
its corporate reporting, including the processes for
the appointment and removal of the external auditor
and the rotation of the audit engagement partner.
30 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Principles and Recommendations
Compliance by the Company
Recommendation 4.2
The Company complies with this ASX Recommendation.
The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in their
opinion, the financial records of the entity have been
properly maintained and that the financial statements
comply with the appropriate accounting standards
and give a true and fair view of the financial position
and performance of the entity and that the opinion
has been formed on the basis of a sound system of risk
management and internal control which is operating
effectively.
The Audit and Risk Management Committee is also
responsible for ensuring that appropriate processes are in
place to form the basis upon which the CEO and CFO provide
the recommended declarations in relation to the Company’s
financial statements.
Recommendation 4.3
The Company complies with this ASX Recommendation.
A listed entity should disclose its process to verify the
integrity of any periodic corporate report it releases
to the market that is not audited or reviewed by an
external auditor.
Clause 4.3(d) of the ARC Charter requires the Audit and Risk
Management Committee to ensure that any periodic corporate
report the Company releases to the market that has not been
subject to audit or review by an external auditor discloses the
process taken to verify the integrity of its content.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material effect on the price or value of its securities.
Recommendation 5.1
The Company complies with this ASX Recommendation.
A listed entity should have and disclose a written
policy for complying with its continuous disclosure
obligations under listing rule 3.1.
The Company’s disclosure policy is available on the
Company’s website.
Recommendation 5.2
The Company complies with this ASX Recommendation.
A listed entity should ensure that its board receives
copies of all material market announcements promptly
after they have been made.
Recommendation 5.3
The Company complies with this ASX Recommendation.
A listed entity that gives a new and substantive
investor or analyst presentation should release a
copy of the presentation material on the ASX Market
Announcements Platform ahead of the presentation.
doctor care anywhere annual report 2020 31
Principles and Recommendations
Compliance by the Company
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their
rights as security holders effectively.
Recommendation 6.1
The Company complies with this ASX Recommendation.
A listed entity should provide information about itself
and its governance to investors via its website.
Information about the Company and its governance
can be found on the Company’s website
www.doctorcareanywhere.com.
Recommendation 6.2
The Company complies with this ASX Recommendation.
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
Recommendation 6.3
The Company complies with this ASX Recommendation.
A listed entity should disclose how it facilitates
and encourages participation at meetings of
security holders.
Security holders are encouraged to participate at all general
meetings and AGMs of the Company. Where practicable, the
Company will consider the use of technological solutions for
encouraging participation.
From Listing, the Company’s Securityholder Communication
Policy has been disclosed on its website.
Recommendation 6.4
The Company complies with this ASX Recommendation.
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided
by a poll rather than by a show of hands.
Clause 6(g) of the Company’s Shareholder Communication
Policy provides that all substantive resolutions at a meeting of
security holders will be decided by a poll rather than a show of
hands.
Recommendation 6.5
The Company complies with this ASX Recommendation.
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security registry
electronically.
Under Clause 2 of the Company’s Shareholder Communication
Policy, security holders are encouraged to register with the
Company’s share registry to receive company information
electronically.
32 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Principles and Recommendations
Compliance by the Company
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness
of that framework
Recommendation 7.1
The Company complies with this ASX Recommendation.
The board of a listed entity should:
a. have a committee or committees to oversee risk,
each of which:
i. has at least three members, a majority of whom
are independent directors; and
ii. is chaired by an independent director,
and disclose:
iii. the charter of the committee;
iv. the members of the committee; and
v. as at the end of each reporting period, the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
b. if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
processes it employs for overseeing the entity’s risk
management framework.
The Company has an Audit and Risk Management Committee
and a Clinical Governance Committee.
The ARC and CGC charters sets out the respective Committees
roles and responsibilities.
Clauses 2(a) and 2(d) of the ARC Charter provides that the
Committee should to the extent practicable, given the size
and composition of the Board from time to time, have at least
three members, all of whom are non-executive directors
and a majority of whom are independent directors, and the
Committee should be chaired by an independent director who
is not the chairman of the Board.
The members of the Audit and Risk Management Committee
are Richard Dammery (Independent Chairman), Leanne Rowe
(Independent Non-Executive Director), Vanessa Wallace
(Independent Non-Executive Director) and Romana Abdin
(Independent Non-Executive Director).
From Listing, the ARC Charter has been disclosed on the
Company’s website.
The Company discloses as at the end of each reporting
period, the number of times the Audit and Risk Management
Committee ARC met throughout the period and the individual
attendances of the members at those meetings. Leanne Rowe
(Independent Non-Executive Director) observes the Clinical
Governance Committee and reports back her findings
Recommendation 7.2
The Company complies with this ASX Recommendation.
The board or a committee of the board should:
a. review the entity’s risk management framework at
least annually to satisfy itself that it continues to
be sound and that the entity is operating with due
regard to the risk appetite set by the board; and
Clause 4.2(j) of the ARC Charter require the Audit and Risk
Management Committee to review at least annually the
Company’s risk management framework to satisfy itself that it
continues to be sound and that the Company is operating with
due regard to the risk appetite set by the Board.
b. disclose, in relation to each reporting period,
whether such a review has taken place.
The Company discloses, in relation to each reporting period,
whether such a review has taken place.
doctor care anywhere annual report 2020 33
Principles and Recommendations
Compliance by the Company
Recommendation 7.3
A listed entity should disclose:
a. if it has an internal audit function, how the function
is structured and what role it performs; or
b. if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, risk management and internal control
processes.
The Company complies with this ASX Recommendation.
The ARC Charter provides for the Risk and Audit Committee
Management Committee to manage audit arrangements and
auditor independence, including considering whether an
internal audit function is required and, if not, ensuring that the
Company discloses the processes it employs to evaluate and
improve its risk management and internal control processes.
At this time the Board does not consider the Company would
benefit from having an internal audit function.
The Company employs the following processes for evaluating
and continually improving the effectiveness of its risk
management and internal control processes:
• the Board is responsible for:
– overseeing the establishment of and approving the
Company’s risk management framework (for clinical,
financial and non-financial risks), including developing
the strategies, policies, procedures and systems; and
– ensuring that risk considerations are incorporated into
strategic and business planning; and
• the Risk and Audit Management Committee is responsible
for:
– reviewing at least annually the Company’s internal
control and risk management systems, which includes
considering and overseeing implementation (to the
extent adopted by the Company) of recommendations
made by external auditors;
– reporting to the Board in a timely manner on internal
control, risk management and compliance matters
which significantly impact upon the Company;
– conducting an annual review of the Risk and
Audit Management Committee’s and the Clinical
Governance Committee’s work and reporting on
outcomes to the Board.
Recommendation 7.4
The Company complies with this ASX Recommendation.
A listed entity should disclose whether it has any
material exposure to environmental or social risks and,
if it does, how it manages or intends to manage those
risks.
Clause 1(d)(i)(B) of the ARC Charter requires the Company
management to disclose any material exposure to
environmental or social risks and how the Company intends
to manage those risks. The Company discloses whether it
has any material exposure to such risks and, if it does, how it
manages or intends to manage them.
34 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Principles and Recommendations
Compliance by the Company
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its
executive remuneration to attract, retrain and motivate high quality senior executives and to align their interests with the
creation of value for security holders and with the entity’s values and risk appetite.
Recommendation 8.1
The Company complies with this ASX Recommendation.
The board of a listed entity should:
a. have a remuneration committee which:
i. has at least three members, a majority of whom
are independent directors; and
ii. is chaired by an independent director.
and disclose:
iii. the charter of the committee;
iv. the members of the committee; and
v. as at the end of each reporting period, the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
b. if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive.
The Company has a Remuneration and Nomination
Committee. The charter of the Remuneration and
Nomination Committee (RNC Charter) sets out the
roles and responsibilities of the Remuneration and
Nomination Committee.
Clause 2 of the RNC Charter requires that, to the extent
practicable given the size and composition of the Board from
time to time, the Remuneration and Nomination Committee
should comprise a minimum of three members, all of whom
are independent directors and be chaired by an independent
director.
The members of the Remuneration and Nomination
Committee are Vanessa Wallace (Independent Chairman),
Romana Abdin (Independent Non-Executive Director) and
Leanne Rowe (Independent Non-Executive Director).
From Listing, the RNC Charter has been disclosed on the
Company’s website.
The Company will disclose, as at the end of each reporting
period, the number of times the Remuneration and
Nomination Committee met throughout the period.
Recommendation 8.2
The Company complies with this ASX Recommendation.
A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive directors and the remuneration of executive
directors and other senior executives.
Details of the Company’s remuneration policies and practices
for non-executive directors, executive directors and senior
management are included in the Company’s annual reports.
Recommendation 8.3
The Company complies with this ASX Recommendation.
A listed entity which has an equity-based remuneration
scheme should:
a. have a policy on whether participants are permitted
to enter into transactions (whether through the
use of derivatives or otherwise) which limit the
economic risk of participating in the scheme; and
b. disclose that policy or a summary of it.
Clauses 5 and 6 of the Securities Trading Policy prohibits
directors and senior management (and their associated
investment vehicles) from trading securities that limit the
economic risk of security holdings that are unvested or which
are subject to disposal restrictions.
There is no prohibition on any other securities.
doctor care anywhere annual report 2020 35
Principles and Recommendations
Compliance by the Company
Principle 9 – Additional recommendations that apply only in certain cases
Recommendation 9.1
This is not applicable.
A listed entity with a director who does not speak the
language in which board or security holder meetings
are held or key corporate documents are written
should be disclosed the processes it had in place to
ensure the director understands and can contribute
to the discussion at those meetings and understands
and can discharge their obligations in relation to those
documents.
Recommendation 9.2
The Company complies with this ASX Recommendation.
A listed entity established outside Australia should
ensure that meetings of security holders are held at a
reasonable place and time.
Article 50 of the Company’s Articles of Association requires
notice of annual general meetings and other general meetings
to be given to security holders 21 days and 14 days in advance
respectively (being the minimum notice required under
the Companies Act 2006 (UK), and to specify the date, time
and place of the general meeting. Under Article 61 of the
Articles of Association, the Company may hold a general
meeting physically (including overflow meeting rooms)) or
by electronic means using any technology that gives security
holders as a whole a reasonable opportunity to participate.
Recommendation 9.3
The Company complies with this ASX Recommendation.
A listed entity established outside Australia, and an
externally managed listed entity that has a AGM, should
ensure that its external auditor attends its AGM and
is available to answer questions from security holders
relevant to the audit.
Article 50 of the Company’s Articles of Association requires
notices of meeting to be given to the Company’s auditors, with
Article 51.7 entitling the Company’s auditors to attend them.
The Company will ensure its external auditor attends its AGM
and is available to answer questions from security holders
relevant to the Audit.
The Board of Directors of Doctor Care Anywhere Group PLC consider, both individually and collectively, that they have acted
in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its
members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006 (UK)) in
the decisions taken during the year ended 31 December 2020.
The Board oversees the business in such a way to ensure the long-term success of the business with key investments
being in ensuring the continual health and wellbeing of all stakeholders. This investment requires building and maintaining
the skills of our employees who are fundamental to the success of the business, we aim to be a responsible employer in
every location. The health, safety and well-being of our employees is one of our primary considerations in the way we do
business.
Determining which products to develop and where to invest in research and development requires extensive engagement
with customers and end-users and through this engagement, we are able to gain an understanding of their views, priorities
and challenges.
Responsible behaviour is promoted and the Board ensures that management operate the business in a responsible manner,
operating to the high standards of business conduct and good governance. We see this as key to the successful operation
(and existing in) of all areas of the business.
36 doctor care anywhere annual report 2020
Corporate Governance Statement
cont.
Corporate Governance practices and policies can be found on the Company’s website at www.doctorcareanywhere.com in
the “Investor” section under “Corporate Governance”. The Board will conduct evaluations of itself and its sub-committees
bi-annually via an external evaluator. No evaluation was conducted during this period.
Engagement with employees
The Company has established policies and consultation processes to ensure employees are aware of the financial and
economic factors affecting the Company’s performance. The flow of information has been maintained by regular employee
meetings, company townhalls and internal communications.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the
applicant concerned. In the event of members of staff becoming disabled every effort will be made to ensure that their
employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that
the training, career development and promotion of disabled persons should, as far as possible, be identical with that of
other employees.
Board Skills Matrix
In considering the appointment of, or recommendation for re-appointment of, Directors, the Board has regard to the Board
Skills Matrix set out below. The Board seeks to collectively represent a balance of skills.
All Directors are expected to actively support the core values of Doctor Care Anywhere Group PLC, and to work diligently
to safeguard the long-term interests of the Company and its value to Shareholders. All Directors must demonstrate a track
record of ethical leadership and accountability, of operating successfully in an environment of challenge and collegiality,
and of understanding commercial risk/return tradeoffs. Particular skills and experience which need to be adequately
represented include (not in priority order):
Skill/experience area
Description
Board (Total directors: 8)
Leadership
Healthcare
Experience
Financial/
Accounting
Senior executive role or substantial Board experience in a publicly
listed company in Australia or overseas, with proven track record
of leadership and governance skills, including consideration of
emerging new expectations in governance.
Senior role or substantial Board experience within the healthcare
industry in Australia or overseas, with an understanding of
both public and privately funded healthcare markets and their
interactions.
Relevant experience and capability to evaluate financial statements
and understand key financial drivers of the business, bringing
understanding of corporate finance and experience to evaluate the
adequacy of financial risk and controls.
Risk Management
Senior executive role or substantial Board experience with robust risk
management frameworks in a large or medium-sized organisation,
preferably with global operations.
Regulatory and Legal
Compliance
Executive or Board position experience in relevant legislation
including deep knowledge of the relevant company laws and
industry regulatory bodies.
Corporate
Development
Experience in business development, equity and debt funding
strategies, capital and debt raising.
Extensive: 8
Moderate:
Low:
Extensive: 4
Moderate: 3
Low: 1
Extensive: 3
Moderate: 5
Low:
Extensive: 5
Moderate: 3
Low:
Extensive: 6
Moderate: 2
Low:
Extensive: 7
Moderate: 1
Low:
doctor care anywhere annual report 2020 37
Skill/experience area
Description
Board (Total directors: 8)
Mergers and
Acquisitions
Experience in delivering merger and acquisition projects in both a
domestic and global context.
Global Business
Experience
Experience working as an executive in multiple geographies,
including a strong understanding of global markets, and the macro-
political and economic environment.
People and
Remuneration
Senior executive role or substantial Board experience with
remuneration frameworks that attract and retain a high calibre
of executives and other employees, and promote inclusion
and diversity.
Extensive: 6
Moderate: 1
Low: 1
Extensive: 3
Moderate: 5
Low:
Extensive: 5
Moderate: 2
Low: 1
38 doctor care anywhere annual report 2020
Shareholder Information
The information set out below was applicable as at 31 December 2020.
Distribution of Shareholders
Analysis of numbers of shareholders by size of holding:
Range
1–1,000
1,001–5,000
5,001–10,000
1,001–100,000
100,0001+
Total
Total Holders
Shares % of Issued Capital
273
444
279
570
92
181,138
1,266,915
2,267,071
14,675,027
300,152,486
1,658
318,524,637
0.06
0.40
0.71
4.61
94.22
100.00
Twenty largest quoted equity security holders
Rank Name
Units % of Issued Capital
1
2
3
4
5
6
7
8
9
Carani Holdings Limited
National Nominees Limited
Vijay Patel
HSBC Custody Nominees (Australia) Limited
BGF Nominees Limited
UBS Nominees Pty Ltd
Citicorp Nominees Pty Limited
Bayju Ashvin Thakar
Patagorang Pty Limited
10
CS Third Nominees Pty Limited
11
Bhikhu Patel
12 Hadston 1 LLP
44,264,604
32,592,870
26,094,880
20,055,115
18,042,248
17,687,081
16,255,023
12,668,969
11,245,121
9,091,199
8,698,178
8,587,773
13 Morgan Stanley Australia Securities (Nominee) Pty Limited
7,200,000
14
15
16
17
18
Tiga Trading Pty Ltd
Carjay Investments Pty Ltd
Xilan Capital Limited
BGF Nominees Limited
BNP Paribas Noms Pty Ltd
19 HSBC Custody Nominees (Australia) Limited–A/C 2
6,247,560
4,881,750
3,949,773
3,742,855
3,265,218
3,075,598
20 Barnett Waddingham Trustees (1996) Limited
2,406,855
20 Barnett Waddingham Trustees (1996) Limited
2,406,855
20 Barnett Waddingham Trustees (1996) Limited
2,406,855
13.90
10.23
8.19
6.30
5.66
5.55
5.10
3.98
3.53
2.85
2.73
2.70
2.26
1.96
1.53
1.24
1.17
1.03
0.97
0.76
0.76
0.76
Top holders of CHESS Depositary Interests
264,866,380
83.15
doctor care anywhere annual report 2020 39
Substantial holders
Doctor Care Anywhere Group PLC had received the following substantial shareholder notifications.
Rank
Name
Units % of Issued Capital
1
2
3
4
5
6
Doctor Care Anywhere Group PLC1
Carani Holdings Limited
Vijay Patel, Bhikhu Patel and associates
Caledonia (Private) Investments Pty Limited
BGF Nominees Limited
Perennial Value Management Limited2
149,874,002
44,264,604
37,133,058
30,084,000
21,785,103
16,246,338
47.03
13.90
11.68
9.45
6.84
5.10
1. Substantial holding in share of itself due to ASX mandatory and voluntary escrow requirements.
2. Subsequent substantial shareholder noticed received 25 March 2021, showing holding had increased to 23,341,732 units (7.32% of Issued Capital).
40 doctor care anywhere annual report 2020
Remuneration Chairman’s Letter
Dear Shareholders,
On behalf of the Directors of Doctor Care Anywhere Group PLC (“Doctor Care
Anywhere” or “the Company”) I am pleased to present our Remuneration Report
(“Report”) for the financial year ending 31 December 2020. This Report covers our last
year as a non-listed entity and sets out the Company’s approach to Key Management
Personnel remuneration as we move forward as a listed entity.
As previously described, by the Chairman and the CEO, 2020 was a milestone year for Doctor Care Anywhere.
The business supported more than 2.2m people through the COVID-19 pandemic in the UK. Consultation levels scaled
at an unprecedented rate with the team, who were themselves living through the pandemic, remaining focused on
what mattered, improving people’s lives by delivering the level of care that our patients needed and deserved.
In addition to running the business, 2020 saw the Company take the step of becoming an ASX listed entity.
New corporate and capital structures were required, as was a step-change in Governance to comply with UK law
as well as Australian law and ASX listing rules, including the establishment of a new Board.
In alignment with the achievements of the year, the cash bonus pool paid out at 75% of the maximum, equating to
15% of salary, and options were issued to select leaders in the business. For the CEO and the Chairman, IPO related
long-dated, stretch performance options linked to relative total shareholder return were issued to align their
focus on building a solid platform for continuing growth, which in turn will underpin value growth for long-term
shareholders.
2021 looks set to be an equally dynamic year as we emerge from the pandemic and the world continues to navigate
new ways of health care, living and working.
Our 2021 plans for continued growth and enhanced patient services are ambitious. We know that the key to
delivering on our plans lies in our ability to attract, retain and motivate the very best people inspiring exceptional
performance within a culture of patient care and quality.
Four principles underpin Executive remuneration for 2021;
1. Support the alignment between Executive reward and shareholder returns over the long-term.
2. Be fair and competitive in its local market to effectively support the attraction and retention of world class talent.
3. Support the unwavering commitment to deliver exceptional patient care.
4. Inspires the necessary individual and team performances, with sufficient flexibility to drive stretch business results.
In support of these principles and our business plan for 2021, the Board has made a few changes to our remuneration
structure for 2021. Most notably, the introduction of a deferred equity component to the annual bonus scheme for
Executives. While bonuses remain modest, with a maximum payout of 30% of take home salary, the addition of
deferred equity aligns with long term shareholder interests, whilst also supporting retention.
All aspects of remuneration may be further reviewed as we aim to ensure our people, policies and approaches,
including remuneration are fit for purpose as Doctor Care Anywhere continues to grow and the external
landscape evolves.
I look forward to engaging with you in 2021 and thank you for your ongoing support of Doctor Care Anywhere.
Vanessa Wallace
Chairman, Remuneration & Nominations Committee
Remuneration Report
doctor care anywhere annual report 2020 41
This Remuneration Report (“the Report”) sets out the remuneration framework and outcomes for Key Management
Personnel (“KMP”) of the Company for the year ended 31st December 2020. KMP have the authority and responsibility
for planning, directing and controlling the activities of the Company.
Sections:
1. Our Remuneration Principles
2. Key Management Personnel
3. 2020 Remuneration Outcomes
4. 2021 Planned Remuneration and Contractual Terms
5. Remuneration Governance
6. Other KMP Disclosures
1. Our Remuneration Principles
Our remuneration framework is designed to support the Company’s strategic imperatives.
The principles underpinning the Doctor Care Anywhere approach to remuneration are that it should:
1.
Incentivise the required level of commitment to the delivery of exceptional patient care.
2. Support the alignment between Executive reward and shareholder returns over the long-term.
3. Be fair and competitive in its local market to effectively support the attraction and retention of world class talent.
4. Inspire the necessary individual and team performances, and flexible enough to drive stretch business results.
Base salaries are tested against the UK market since this is where the Company operates. The level has been set to
appropriately reflect the Board’s expectation of full commitment and high performance at all times. The aim is for base
salaries to sit between the 50th and 75th percentile as benchmarked against the UK market.
Retirement benefits are currently paid at the UK statutory rate of 3% of banded earnings, and matched by a 5%
contribution from the employee.
Incentives and rewards, over and above cash salary, aim to be fit for purpose, by aligning with the remuneration
principles and supporting the delivery of the business plans and strategies.
These principles and the overall remuneration plans are reviewed annually and assessed for alignment to market
expectations and business objectives.
42 doctor care anywhere annual report 2020
Remuneration Report
cont.
2. Key Management Personnel
Management Team
Role
Period as KMP
Bayju Thakar
Chief Executive Officer and Managing Director
Dan Curran
Finance Director and Company Secretary1
Kate Bunyan
Chief Medical Officer2
Ben Kent
The Board
Chief Operating and Financial Officer3
Role
Jonathan Baines
Chairman and Executive Director
Romana Abdin
Independent Non-Executive Director
Full Year
Full Year
Full Year
From 05/20
Period as KMP
Full Year
From 09/20
Simon Calver
Non-Executive Director
To 06/20, From 10/204
Richard Dammery
Independent Non-Executive Director
David Ravech
Non-Executive Director
Leanne Rowe
Independent Non-Executive Director
Vanessa Wallace
Independent Non-Executive Director
From 09/20
Full Year
From 09/20
From 09/20
Notes:
1. Dan Curran held the position of Finance Director and Company Secretary for the full period and assumed the role of
Chief Financial Officer and Company Secretary with effect from 25th January 2021.
2. Kate Bunyan held the position of Chief Medical Officer for the full period and assumed the role of Chief Clinical
Innovation Officer with effect from 25th January 2021.
3. Ben Kent held the position of Chief Operating and Financial Officer from 18th May 2020 for the remainder of the period,
before leaving the company on 25th January 2021.
4.
Simon Calver resigned as a Statutory Director during June 2020 having served the full year to date, he was re-appointed as a
Statutory Director during October 2020 in the lead up to the IPO.
There were an additional five Non-Executive Investor Directors during the period, however, they are not included in the
Report since they did not receive any remuneration benefits.
doctor care anywhere annual report 2020 43
3. 2020 Remuneration Outcomes
Doctor Care Anywhere Group PLC listed on the ASX on 4th December 2020, therefore the remuneration frameworks in
place for 2020 were designed in the context of being an unlisted company.
3.1 Management Team KMP 2020 Remuneration
Summary of Management KMP 2020 Remuneration Outcomes:
Fixed
Salary
(£’s)
Pension
(£’s)
2020
Annual Cash
Bonus
(£’s)1
IPO
Related
Bonus
(£’s)
Executive
Share Options (£’s)
(Fair Value)
CSOP2
LTIP13
LTIP24
Other
(£’s)5
Total
(£’s)
Bayju Thakar
220,000
Dan Curran
128,821
Kate Bunyan
150,833
Ben Kent
140,232
1,314
1,314
1,314
–
33,025
40,000
–
483,249
26,052
5,703
809,318
18,688
45,000
182,363
91,768
22,625
–
–
–
136,772
185,103
–
154,624
–
–
–
1,291
469,245
919
497,566
1,461
296,317
Notes:
1.
‘Annual Cash Bonus’ was accrued in 2020 but paid in February 2021.
2.
‘CSOP’ reflects the recognition of expense in respect of options which vested on issue.
3.
4.
‘LTIP1’ reflects the recognition of between five and four month’s expense of service-based options with a three year
vesting period.
‘LTIP2’ reflects the recognition of one month’s expense of the first two tranches of stretch performance options with
three and four year vesting periods. Expense in respect of the third and final tranche will be recognised when the
scheme is updated to accommodate practical five-year expiry terms.
5.
‘Other’ comprises the cost of private medical insurance, benefit travel expenses and gym membership.
For 2020, an annual bonus opportunity of up to 20% of base salary was linked directly to the achievement of four outcomes:
• Achievement of the EBITDA target.
• Delivery of 30,000 patient consultation in a single month.
• Successful listing on the ASX.
• Personal contribution to the Leadership Team.
At the end of the financial year, the Board reviewed performance against these targets with 3 out of the 4 targets being met.
75% of the maximum bonus was awarded and paid in February 2021. Bonus awarded represented 15% of 2020 salary.
An additional IPO related cash bonus of £40,000 was paid to Bayju Thakar and £45,000 to Dan Curran relating to successful
completion of the IPO to recognise their exceptional contributions during the period.
Three types of options were awarded to KMP over the year.
• CSOP: tenure-based options with an exercise price of £0.08.
• LTIP1: tenure-based options with an exercise price of £0.33. One quarter of the options vest on the grant date or first
anniversary of the employee’s commencement of employment, whichever is sooner. The remainder will vest in 6.25%
portions each three months over a three year.
• LTIP2: IPO, long dated, stretch performance-based options with an exercise price of $0.80. These options vest in three
tranches over five years and are linked to stretch outperformance, of 50% or more, than the total shareholder return of
the S&P/ASX 200 Healthcare Index.
The Chief Executive Officer, Bayju Thakar, has been awarded 2,700,000 tenure based LTIP1 share options and LTIP2
10,625,818 long dated, stretch performance share options upon successful completion of the IPO in December 2020.
The Chief Operating and Financial Officer, Ben Kent, has been awarded 2,700,000 LTIP1 options. However, since he left the
business in January 2021 these options will not vest, and will lapse in 2021.
The Finance Director and Company Secretary, Dan Curran, has been awarded 600,000 CSOP options and 801,960
LTIP1 options.
The Chief Medical Officer, Kate Bunyan, was awarded 450,000 CSOP options and 1,650,000 LTIP1 options.
44 doctor care anywhere annual report 2020
Remuneration Report
cont.
3.2 Board KMP 2020 Remuneration
For the purposes of this report, Bayju Thakar is shown in the Management Team KMP section; for the avoidance of doubt,
he is also an Executive Director and member of the Board.
Summary of Board 2020 Remuneration Outcomes:
Name
Appt Date
Fixed
Salary
(£’s)
Director
Fees
(£’s)1
IPO
Related
Bonus
(£’s)
Shares
Issued
(£’s)
Share Options
Issued (£’s)3
LTIP12
LTIP23
Other
(£’s)4
Total
Jonathan Baines
Full Period
69,338
–
40,000
–
162,760
4,342
491
276,931
Vanessa Wallace
From 09/20
Richard
Dammery
From 09/20
Leanne Rowe
From 09/20
Romana Abdin
From 09/20
Simon Calver
From 10/20
David Ravech
Full Period
Notes:
–
–
–
–
–
–
17,538
17,538
14,615
14,808
14,808
52,311
–
–
–
–
–
–
10,987
10,987
10,987
10,987
10,987
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
28,525
28,525
25,602
25,795
25,795
52,311
1. ‘Director Fees’ are inclusive of any retirement or superannuation entitlements.
2. ‘LTIP1’ reflects the recognition of five month’s expense of service-based options with three-year vesting period.
3. ‘LTIP2’ reflects the recognition of one month’s expense of the first two tranches of stretch performance options with
three and four year vesting periods. Expense in respect of the third and final tranche will be recognised when the scheme
is updated to accommodate practical five-year expiry terms.
4. ‘Other’ comprises the cost of private medical insurance and benefit travel expenses.
3.2.1 Chairman’s Remuneration
Jonathan Baines has held the position of Executive Chairman since November 2018 and worked closely with Bayju Thakar
and Dan Curran on the delivery of the IPO in December 2020. Jonathan was retained by Doctor Care Anywhere via a Service
Agreement with Talbot Baines, until September 2020 when he moved to a standard employment contract.
An IPO related cash bonus of £40,000 was paid to Jonathan on successful completion of the ASX listing to recognise his
exceptional contribution during the preceding period.
Jonathan, as Executive Chairman was awarded two types of options under the LTIP plan.
• LTIP1: 1,445,400 service-based share options with exercise prices between £0.33 and £0.35. One quarter of the options
vest on the grant date or first anniversary of the employee’s commencement of employment, whichever is sooner.
The remainder will vest in 6.25% portions each three months over a three year.
• LTIP2: 1,770,970 IPO, long dated, stretch performance-based options, with an exercise price of $0.80. These options vest
in three tranches over three, four and five years and are linked to stretch outperformance, of 50% or more, than the total
shareholder return from the S&P/ASX 200 Healthcare Index.
3.2.2 Non-Executive Board Director Remuneration
All Non-Executive Directors are paid a base fee of £50,000 per annum and are entitled to claim all reasonable and properly
documented expenses incurred in the performing of their duties.
The Chairman of the Audit and Risk Management Committee (Richard Dammery) and the Chairman of the Remuneration
and Nominations Committee (Vanessa Wallace), each receive an additional £10,000 per annum. Directors do not receive an
additional fee for Committee membership.
Each Non-Executive Director, other than David Ravech (either directly or through beneficial interests or entities associated
with the Director) were issued 25,000 shares and CDIs in lieu of fees related to the pre-IPO work of the Board.
Non-Executive Directors are encouraged to increase their shareholding to a minimum holding equivalent of £50,000 within
three years of appointment.
doctor care anywhere annual report 2020 45
4. 2021 Planned Remuneration & Contractual Terms
4.1 2021 Management KMP Remuneration and Contractual Terms
In addition to standard base salary reviews, in 2021 a new bonus scheme has been introduced to more closely align
executive remuneration with the four principles discussed above. The new scheme will enable all members of the
leadership group, including Executive KMP, to earn a bonus up to a maximum of 30% of actual earned base salary in year.
Bonus payments will be calculated as follows:
• > 50% will be payable based on achievement of key company metrics (EBITDA, revenue and number of monthly patient
consultations)
• > 50% will be payable based on the delivery of individual KPIs.
If bonus targets are met, two-thirds of the bonus will be a cash payout following year end. The remaining one-third will
be paid in deferred equity share options which vest over a three-year period. The exercise price will be set using a 15-day
volume-weighted average price (VWAP) prior to the Test Date of each tranche. The Test Date shall be 30-day VWAP post
the issuance of the Annual Report to the ASX for the corresponding year.
KMP remuneration and other key employment terms are formalised in individual employee agreements.
Name
Bayju Thakar
Daniel Curran
Kate Bunyan
Mutual Notice Period
Post Termination Restrictions
9 months
6 months
6 months
12 months
12 months
12 months
Prior to the appointment of KMP, the Company undertakes detailed checks into an Executive’s background and experience.
The Company has the option to terminate employment with a payment in lieu of notice. The Company may terminate
employment immediately in certain circumstances where cause exists, in which case the Executive is not entitled to any
payment in lieu of notice.
4.2 Board Remuneration 2021
Name
Jonathan Baines
Vanessa Wallace
Richard Dammery
Leanne Rowe
Romana Abdin
Simon Calver
David Ravech
Notes:
Salary
(£’s)
180,000
–
–
–
–
–
–
Fees
(£’s)
–
60,000
60,000
50,000
50,000
50,000
50,000
Other
(£’s)1
7,000
–
–
–
–
–
–
Total
187,000
60,000
60,000
50,000
50,000
50,000
50,000
1.
‘Other’ comprises the cost of private medical insurance and travel expenses.
The Executive Chairman, Jonathan Baines, is engaged via an employment contract and has a mutual 6-month notice period
and 12-month non-solicitation and non-compete post termination restrictions. After receiving external advisor input and
market benchmarking, the Chairman’s salary post IPO was set at £180,000 per annum. There is no bonus or other cash award.
The Non-Executive Directors are not employed and are contracted via a letter of Appointment detailing the terms of their
engagement.
The total pool for Board remuneration is set at £500,000. This amount excludes any salary, remuneration or other amounts
payable to the Executive Chairman under his employment contract.
As this is our first year as a listed company, the workload of the Board will be reviewed during the year and any changes to
remuneration will be brought to shareholders for approval.
46 doctor care anywhere annual report 2020
Remuneration Report
cont.
5. Remuneration Governance
The remuneration governance framework and related policies ensure that the integrity of the Company’s remuneration
strategy is maintained, and appropriate outcomes are delivered. The Remuneration and Nominations Committee
(‘Committee’) is accountable to the Board for setting principles and policies to attract, develop and retain a highly
effective Board, and a talented and high performing Chief Executive Officer and Leadership Team; and for performance
management and succession planning to ensure Doctor Care Anywhere has the right people in place to deliver its strategy.
The Committee is authorised to seek external advice as required to support the carrying out of its duties.
5.1 Independent Advisors
During 2020, the Board took advice from a number of advisors in respect of Executive remuneration. Specifically, the
Committee sought appropriate benchmarks for Executive equity holding in similar sized, IPOs listed on the ASX .
5.2 KMP Performance Reviews
Management team KMP performance is assessed annually by the CEO with input from the Committee, with regular
performance discussions taking place on an ongoing basis throughout the year. Individual goals are set at the outset of the
year which are aligned to the operating plan and are managed via the company wide performance framework.
The CEO’s performance assessment is conducted by the Board, taking into account business performance, progress towards
other organisational goals, leadership capability and colleague engagement improvements.
5.3 Board Evaluation
The Board will conduct evaluations of itself and its statutory committees bi-annually via an external evaluator, no
evaluations were conducted during this period.
5.4 Securities Trading Policy
Doctor Care Anywhere has adopted a Securities Trading Policy for regulating the trading of its securities. All employees and
other related parties are only permitted to trade Doctor Care Anywhere securities during specified trading windows and are
subject to minimum holding period requirements.
6. Other KMP Disclosures
6.1 KMP Equity Holdings
Summary of KMP Equity Holdings as at 31st December 2020.
The Board (directly or in related entities) and KMP
Shares
Options over Shares
Jonathan Baines
Romana Abdin
Simon Calver
Richard Dammery
David Ravech
Leanne Rowe
Vanessa Wallace
Bayju Thakar
Daniel Curran
Kate Bunyan
Ben Kent
100,000
4,470,970
25,000
82,188
50,000
44,264,604
137,500
162,500
12,668,969
223,039
–
–
–
–
–
–
–
–
13,325,818
1,401,960
2,100,000
2,700,000
doctor care anywhere annual report 2020 47
6.2 KMP Loans
Loans of £6,250 were made to each of Jonathan Baines and Bayju Thakar in advance of the ASX listing to enable the
capitalisation of DCA SaleCo PLC, which was required to facilitate the listing. In due course, this company will be dissolved,
and the loans repaid.
6.3 Other transactions with KMP
Some of the Non-Executive Directors hold directorships or positions in other companies or organisations. From time to
time, Doctor Care Anywhere may provide or receive services from these companies or organisations on arm’s length terms.
None of the Non-Executive Directors were, or are, involved in any procurement or Board decision-making regarding the
companies or organisations with which they have an association.
From the start of the period through to 1st September, Jonathan Baines was engaged via a service agreement with Talbot
Baines, a limited company 50% owned by Jonathan. Total fees to Talbot Baines for the 9 months to 1st September were
£86,576, this arrangement was replaced with an employment contract from 1st September as indicated in section 2.2.1.
This Remuneration’ Report is made in accordance with a resolution of the directors.
Vanessa Wallace
Chairman, Remuneration and Nomination Committee
Date: 30 March 2021
48 doctor care anywhere annual report 2020
Directors’ Declaration
for the Year Ended 31 December 2020
In accordance with a resolution passed by the Board of Directors of Doctor Care Anywhere Group PLC, we hereby
confirm the following:
1.
In the opinion of the Board of Directors:
(a) the financial report and the notes thereto are in accordance with the Companies Act 2006, which includes:
(i) giving a true and fair view of the Group’s financial position at 31 December 2020 and of its performance for
the year to that date; and
(ii) complying with International Financial Reporting Standards as adopted by the United Kingdom,
Corporations Act 2001 and Companies Act 2006 as disclosed within the financial statements; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
2. This declaration has been made after receiving the declarations required to be made to the directors in
accordance with part 15 of the Companies Act 2006 for the financial year ended 31 December 2020.
Signed in accordance with a resolution of the Directors made pursuant to Part 15 of the Companies Act 2006.
On behalf of the Directors:
Jonathan Baines
Chairman and Executive Director
Doctor Care Anywhere Group PLC
London
Date: 30 March 2021
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Doctor Care Anywhere Group PLC
Directors’ Responsibility Statement
for the Year Ended 31 December 2020
doctor care anywhere annual report 2020 49
The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors
have to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the United Kingdom. Under company law the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and group for
that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs as adopted by the United Kingdom have been followed, subject to any material
departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant audit information of which the Company’s auditor
is unaware; and
• the Directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of
any relevant audit information and to establish that the Company’s auditor is aware of that information.
To the best of our knowledge:
• the group financial statements, prepared in accordance with IFRSs as adopted by the United Kingdom, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in
the consolidation taken as a whole; and
• the Strategic Report and Directors’ Report include a fair review of the development and performance of the business
and the position of the company and the undertakings included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they face.
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Date: 30 March 2021
FINANCIAL STATEMENTS
Financial Statements and Notes
50 doctor care anywhere annual report 2020
Financial Statements
for the Year Ended 31 December 2020
Consolidated financial statements prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 for the year ended 31 December 2020.
Consolidated Statement of Comprehensive Income
for the year ended 31 December
Year ended
31 December
2020
£’000
9-month
Period ended
31 December 2019
£’000
Note
Additional
Information
– Year ended
31 December 2019
£’000
Revenue
Cost of sales
Gross profit
Administrative expenses
Other operating income
Operating loss
Share of loss of joint venture
Finance income
Finance expense
Loss before taxation
Tax credit
Loss for the financial year
Other comprehensive income
Total comprehensive loss for the year
Loss per share
Basic and diluted
4
6
7
8
16
10
11
12
11,573
(5,879)
5,694
(20,422)
6,038
(8,690)
(813)
–
(21,864)
(31,367)
90
(31,277)
–
(31,277)
£
(0.18)
4,542
(1,108)
3,434
(6,909)
–
(3,475)
–
–
(1,245)
(4,720)
71
(4,649)
–
(4,649)
£
(0.04)
5,725
(1,368)
4,357
(8,814)
–
(4,457)
–
1
(1,302)
(5,758)
83
(5,675)
–
(5,675)
£
(0.05)
There were no recognised gains and losses during the year ended 31 December 2020, 9-month period ended
31 December 2019 or the year ended 31 December 2019 other than those included in the Consolidated Statement
of Comprehensive Income.
The additional information provided above is an extract from the non-statutory financial statements prepared under
IFRS for the purpose of the Company’s admission to the Official List of the Australian Securities Exchange.
The notes on pages 57 to 91 form part of these consolidated financial statements.
doctor care anywhere annual report 2020 51
Consolidated Statement of Financial Position
as at 31 December 2020
Note
31 December 2020
£’000
31 December 2019
£’000
1 April 2019
£’000
Non-current assets
Property, plant and equipment
Intangible assets
Interest in joint venture
Total non-current assets
Current assets
Trade and other receivables: due within one year
Corporation tax receivable
Cash at bank and in hand
Total current assets
Current liabilities
13
14
16
17
Trade and other payables: due within one year
19
Total current liabilities
Non-current liabilities
Trade and other payables: due after one year
Convertible loan notes
Total non-current liabilities
Net assets/(liabilities)
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Accumulated losses
Total equity
Registered number: 08915336
20
21
22
23
23
23
23
1,697
3,580
2,187
7,464
3,451
164
38,362
41,977
(3,776)
(3,776)
(1,205)
-
(1,205)
44,460
70
45,945
–
2,276
(3,831)
44,460
252
3,583
–
3,835
413
153
592
1,158
(2,143)
(2,143)
–
(8,204)
(8,204)
(5,354)
20
14,705
2
99
(20,180)
(5,354)
128
2,726
–
2,854
665
82
761
1,508
(1,389)
(1,389)
(53)
(3,826)
(3,879)
(906)
20
14,556
2
47
(15,531)
(906)
The Group made a loss of £31,276,894 (9 month period ended 31 December 2019: £4,649,345) during the year ended
31 December 2020.
The notes on pages 57 to 91 form part of these Financial Statements.
The Financial Statements were approved and authorised for issue by the Board and were signed on its behalf by:
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Date: 30 March 2021
52 doctor care anywhere annual report 2020
Financial Statements
cont.
Company Statement of Financial Position
as at 31 December 2020
Note
31 December 2020
£’000
31 December 2019
£’000
1 April 2019
£’000
Non-current assets
Property, plant and equipment
Investments
Trade and other receivables: due after one year
Total non-current assets
Current assets
Trade and other receivables: due after one year
Cash at bank and in hand
Total current assets
Current liabilities
13
15
18
17
Trade and other payables: due within one year
19
Total current liabilities
Non-current liabilities
Trade and other payables: due after one year
Convertible loan notes
Total non-current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Accumulated losses
Total equity
Registered number: 08915336
20
21
22
23
23
23
23
1,689
20,234
–
21,923
1,633
37,629
39,262
(1,905)
(1,905)
(1,205)
–
(1,205)
58,075
70
45,945
–
2,276
9,784
58,075
248
3,381
8,429
12,058
243
246
489
(783)
(783)
–
(8,204)
(8,204)
3,560
20
14,705
2
99
(11,266)
3,560
121
3,379
7,096
10,596
359
376
735
(507)
(507)
(53)
(3,826)
(3,879)
6,945
20
14,556
2
47
(7,680)
6,945
The company made a loss of £26,575,256 (9 month period ended 31 December 2019: £3,587,569) during the year ended
31 December 2020.
The notes on pages 57 to 91 form part of these Financial Statements.
The Financial Statements were approved and authorised for issue by the Board and were signed on its behalf by:
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Date: 30 March 2021
doctor care anywhere annual report 2020 53
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
Called up
share capital
£’000
Note
Share
premium
account
£’000
Capital
redemption
reserve
£’000
At 1 April 2019
20
14,556
Comprehensive loss for
the year
Total comprehensive
loss for the year
Shares issued during the year
Share-based payments
–
–
–
–
–
–
149
–
At 31 December 2019
20
14,705
Comprehensive loss for
the year
Total comprehensive
loss for the year
Shares issued on
conversion of
Convertible Loan Notes
Bonus issue of shares
Other shares issued
Total shares issued
during the year
Capitalisation of
fundraising costs
Share based payments
21
26
22
Capital reduction
26
–
–
20
17
14
50
–
–
–
–
–
22,685
(17)
35,816
58,484
(2,637)
–
(24,607)
At 31 December 2020
70
45,945
2
–
–
–
–
2
–
–
–
–
–
–
–
–
(2)
–
The notes on pages 57 to 91 form part of these consolidated financial statements.
Other
reserves
£’000
Accumulated
losses
£’000
Total
equity
£’000
47
(15,531)
(906)
–
–
–
52
99
–
–
–
–
–
–
–
2,177
–
2,276
(4,649)
(4,649)
(4,649)
(4,649)
–
–
149
52
(20,180)
(5,354)
(31,277)
(31,277)
(31,277)
(31,277)
23,017
45,721
–
–
–
35,830
23,017
81,551
–
–
24,609
(2,637)
2,177
–
(3,831)
44,460
54 doctor care anywhere annual report 2020
Financial Statements
cont.
Company Statement of Changes in Equity
for the year ended 31 December 2020
Called up
share capital
£’000
Note
Share
premium
account
£’000
Capital
redemption
reserve
£’000
At 1 April 2019
Comprehensive loss
for the year
Total comprehensive
loss for the year
Shares issued during
the year
Share-based payments
20
14,556
–
–
–
–
–
–
149
–
At 31 December 2019
20
14,705
Comprehensive loss
for the year
Total comprehensive
loss for the year
Shares issued on
conversion of
Convertible Loan Notes
Bonus issue of shares
Other shares issued
Total shares issued
during the year
Capitalisation of
fundraising costs
Share based payments
21
26
22
Capital reduction
26
–
–
20
17
14
50
–
–
–
–
–
22,685
(17)
35,816
58,484
(2,637)
–
(24,607)
At 31 December 2020
70
45,945
2
–
–
–
–
2
–
–
–
–
–
–
–
–
(2)
–
The notes on pages 57 to 91 form part of these consolidated financial statements.
Other
reserves
£’000
Accumulated
losses
£’000
Total
equity
£’000
47
(7,680)
6,945
–
–
–
52
99
–
–
–
–
–
–
–
2,177
–
2,276
(3,586)
(3,586)
(3,586)
(3,586)
–
–
149
52
(11,266)
3,560
(26,576)
(26,576)
(26,576)
(26,576)
23,017
45,721
–
–
–
35,830
23,017
81,551
–
–
24,609
(2,637)
2,177
–
9,784
58,075
doctor care anywhere annual report 2020 55
Consolidated Statement of Cash Flows
for the year ended 31 December 2020
Year ended
31 December 2020
£’000
Note
9-month
Period ended
31 December 2019
£’000
Additional
information
– Year ended
31 December 2019
£’000
11
8
13
14
7
Cash flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Finance cost paid
Government grants and tax incentives
Total Cash flows from Operating Activities
Cash flows from Investing Activities
Payment for property, plant and equipment
Purchase of intangible fixed assets
Proceeds from the disposals of entities
Repayment of third party loans
Loans to Directors
Total Cash flows from Investing Activities
Cash flows from Financing Activities
Payments to suppliers in relation to equity issue
Proceeds from equity issue
Proceeds from issues of convertible loan notes
Repayment of loans
Total Cash flows from Financing Activities
Net Cash flows
Cash and cash equivalents at beginning of year
Effect of movement in exchange rates on cash held
Cash and cash equivalents at the end of year
9,657
(20,386)
(2)
78
4,951
(6,773)
–
–
5,634
(8,764)
–
–
(10,653)
(1,822)
(3,129)
(363)
(1,457)
2,992
82
(13)
1,241
(4,360)
35,599
15,893
(338)
46,794
37,382
592
385
38,359
(31)
(1,343)
–
–
–
(58)
(1,668)
–
–
–
(1,374)
(1,726)
–
–
3,153
(126)
3,027
(169)
761
–
592
–
–
3,989
(252)
3,737
(1,118)
1,710
–
592
The additional information provided above is an extract from the non-statutory financial statements prepared under IFRS
for the purpose of the Company’s admission to the Official List of the Australian Securities Exchange.
56 doctor care anywhere annual report 2020
Financial Statements
cont.
Company Statement of Cash Flows
for the year ended 31 December 2020
Cash flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Finance cost paid
Total Cash flows from Operating Activities
Cash flows from Investing Activities
Payment for property, plant and equipment
Proceeds from the disposals of entities
Repayment of third party loans
Loans to Directors
Total Cash flows from Investing Activities
Cash flows from Financing Activities
Payments to suppliers in relation to equity issue
Proceeds from equity issue
Proceeds from issues of convertible loan notes
Loans to subsidiaries
Repayment of loans
Total Cash flows from Financing Activities
Net Cash flows
Cash and cash equivalents at beginning of year
Effect of movement in exchange rates on cash held
Cash and cash equivalents at the end of year
Year ended
31 December 2020
£’000
9-month Period ended
31 December 2019
£’000
Note
8
13
7
1,950
(6,520)
(2)
(4,572)
(363)
3,000
76
(13)
2,700
(4,360)
35,599
15,893
(7,926)
(338)
38,868
36,996
247
386
37,629
1,068
(3,327)
–
(2,258)
(30)
–
–
–
(30)
–
–
3,153
(869)
(126)
2,158
(131)
378
–
247
doctor care anywhere annual report 2020 57
Notes to the Financial Statements
for the Year Ended 31 December 2020
1. Corporate information
Doctor Care Anywhere Group PLC (‘the Company’) and its subsidiaries (together referred to as the ‘Group’) are engaged
in digital healthcare service and development. Doctor Care Anywhere Group PLC changed its name a number of times
during the period:
• From Synergix Health Limited to DCA Group Limited on 12 May 2020;
• From DCA Group Limited to Doctor Care Anywhere Group Limited on 19 June 2020; and
• From Doctor Care Anywhere Group Limited to Doctor Care Anywhere Group plc upon re-registration as a public
limited company on 7 October 2020.
Doctor Care Anywhere Group plc is a public limited company registered in England and Wales, registered number
08915336. Its registered office is located at 13–15 Bouverie Street, 2nd Floor, London, England, EC4Y 8DP. It is listed
on the Australian Securities Exchange (ASX:DOC).
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group and Company have been prepared in accordance with International
Financial Reporting Standards (IFRS). The financial reporting framework that has been applied in their preparation is in
accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.
For all periods up to and including the period ended 31 December 2019, the Group prepared its statutory financial
statements in accordance with Section 1A of Financial Reporting Standard 102 (‘UK GAAP’), the Financial Reporting
Standard applicable in the UK and the Republic of Ireland.
These consolidated financial statements for the year ended 31 December 2020 are the first the Group has prepared
in accordance with IFRS for statutory reporting purposes. Refer to Note 2.3 below for information on how the
Group adopted IFRS. The consolidated financial statements have been prepared on a historical cost basis, except for
convertible loan notes, which have been designated as measured at fair value.
For the purpose of its admission to the Official List of the Australian Securities Exchange in December 2020, the Group
prepared non-statutory consolidated financial statements for the year ended 31 December 2019. These figures for
this period have been included in these financial statements as additional information to provide a consistent basis of
comparison for the results for the year ended 31 December 2020.
The consolidated financial statements are prepared in Sterling (£), which is the functional and presentational currency
of all companies within the Group.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own Statement of Comprehensive Income in these financial statements. The consolidated loss for the year
was £31,276,894 (9 month period ended 31 December 2019: £4,649,345).
2.2 Basis of consolidation
The consolidated financial statements present the results of the Company and its subsidiaries (‘the Group’) as if they
form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the
subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have
a reporting date of 31 December.
The consolidated financial statements incorporate the results of business combinations using the acquisition method.
In the Consolidated Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities
are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the
Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated
from the date control ceases. As discussed in section 2.3 below, the Group has not applied IFRS 3, Business
Combinations, in respect of acquisitions prior to the transition date to IFRS, 1 April 2019.
The consolidated financial statements incorporate the results of the Company’s associates under the equity method.
An associate is an entity over which an investor has significant influence, being the power to participate in the financial
and operating policy decisions of the investee (but not control or joint control).
58 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
2.3 First-time adoption of IFRS
These consolidated financial statements, for the year ended 31 December 2020, are the first the Group has prepared
in accordance with IFRS for statutory reporting purposes. For periods up to and including the period ended 31 December
2019, management prepared its financial statements in accordance with Section 1A of Financial Reporting Standard 102,
the Financial Reporting Standard applicable in the UK and the Republic of Ireland (‘FRS 102’).
Accordingly, the Group has prepared consolidated financial statements that comply with IFRS applicable as at 31 December
2020, together with the comparative period data for the period ended 31 December 2019, as described in the summary
of significant accounting policies below, and in line with the requirements of IFRS 1, First-time Adoption of International
Financial Reporting Standards.
In preparing the consolidated financial statements, the Group’s opening statement of financial position was prepared as
at 1 April 2019, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the Group in
restating its FRS 102 financial statements, including the consolidated statement of financial position as at 1 April 2019 and
the consolidated financial statements as of and for the year ended 31 December 2020.
Exemptions applied
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS.
The Group has applied the following exemptions:
•
IFRS 3, Business Combinations, has not been applied to either acquisitions of subsidiaries that are considered businesses
under IFRS, or acquisitions of interests in associates and joint ventures that occurred before 1 April 2019. Use of this
exemption means that the FRS 102 carrying amounts of assets and liabilities, that are required to be recognised
under IFRS, are their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in
accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening
IFRS consolidated statement of financial position. The Group did not recognise any assets or liabilities that were not
recognised under FRS 102 or exclude any previously recognised amounts as a result of IFRS recognition requirements.
•
IFRS 1 also requires that the FRS 102 carrying amount of goodwill must be used in the opening IFRS consolidated
statement of financial position (apart from adjustments for goodwill impairment and recognition or derecognition of
intangible assets). In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to
IFRS and an impairment charge of £363,498 has been recognised at transition date.
• Property, plant and equipment has been accounted for under IAS 16, Property, Plant and Equipment, at historical cost
less accumulated depreciation and any accumulated impairment losses. There is no change at transition date from the
values previously recorded under FRS 102.
• The Group’s convertible loan notes in issue have been designated as being held at fair value through profit or loss, on the
grounds that they are managed and evaluated on a fair value basis. The embedded derivative has not been separated
as management deem the criteria has been met to classify the entire instrument at fair value through profit and loss.
None of these notes, which were first issued in the year-ended 31 March 2019, were outstanding as at 31 December 2020
(31 December 2019: £8,205,264, unchanged from FRS 102, where they were held at fair value).
• Share-based payment transactions that were settled before 1 April 2019, are not restated in line with IFRS 2,
Share-based Payment.
doctor care anywhere annual report 2020 59
• The Group has adopted IFRS 16, Leases, for the first time as at 1 April 2019, and has applied the following exemptions
allowed under IFRS 1:
– the Group has elected to measure the lease liability and right-of-use asset at the date of transition to IFRSs,
1 April 2019, rather than under full retrospective application. Under this approach, the lessee measures the lease
liability at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing
rate at the date of transition to IFRSs. The right-of-use asset has been measured at the date of transition at an
amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments immediately
before that date;
– the Group has elected to exclude leases for which the lease term ends within 12 months of the date of transition
to IFRSs, or which are for low value items. Initial direct costs have also been excluded from the measurement of the
right-of-use asset at transition date; and
– hindsight has been applied, when determining the lease term if the contract contains options to extend or break
the lease.
Reconciliations
Reconciliations for the comparative data, to reflect the impact of the transition from FRS 102 to IFRS, are given below
in respect of:
• Consolidated Statement of Financial position as at 1 April 2019 (Group);
• Consolidated Statement of Financial position as at 31 December 2019 (Group);
• Consolidated Statement of Comprehensive Income for 9 month period-ended 31 December 2019 (Group);
• Consolidated Statement of Financial position as at 1 April 2019 (Company); and
• Consolidated Statement of Financial position as at 31 December 2019 (Company).
60 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Reconciliation of Consolidated Statement of Financial Position as at the date of transition
to IFRS, 1 April 2019
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Current assets
Note
(1)
(2)
Trade and other receivables: due within one year
Corporation tax receivable
Cash at bank and in hand
Total current assets
Current liabilities
Trade and other payables: due within one year
(1)
Total current liabilities
Non-current liabilities
Trade and other payables: due after one year
(1)
Convertible loan notes
Total non-current liabilities
Net liabilities
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
(2)
Total equity
Note 1 – IFRS 16 adjustment at transition date:
Property, plant and equipment
Trade and other payables: due within one year
Trade and other payables: due after one year
FRS 102
£’000
Reclassifications and
remeasurements
£’000
IFRS transition
balance sheet
£’000
73
3,089
3,162
665
82
761
1,508
(1,360)
(1,360)
(27)
(3,826)
(3,853)
(543)
20
14,556
2
47
(15,168)
(543)
£
55
(29)
(26)
–
55
(363)
(308)
–
–
–
–
(29)
(29)
(26)
–
(26)
(363)
–
–
–
–
(363)
(363)
128
2,726
2,854
665
82
761
1,508
(1,389)
(1,389)
(53)
(3,826)
(3,879)
(906)
20
14,556
2
47
(15,531)
(906)
Right of use asset
Current lease liability
Non-current lease liability
Note 2 – Goodwill adjustment at transition date:
Goodwill impairment on transition date
(363)
doctor care anywhere annual report 2020 61
Reconciliation of Consolidated Statement of Financial Position as at 31 December 2019
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Current assets
Note
(1)
(2)
Trade and other receivables: due within one year
Corporation tax receivable
Cash at bank and in hand
Total current assets
Current liabilities
Trade and other payables: due within one year
(1)
Total current liabilities
Non-current liabilities
Convertible loan notes
Total non-current liabilities
Net liabilities
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity
Note 1 – IFRS 16 adjustment:
Property, plant and equipment
Trade and other receivables: due within one year
Trade and other payables: due within one year
Retained earnings impact
Note 2 – Goodwill adjustment:
Goodwill impairment at transition date
Add back goodwill amortisation for the year
Net adjustment in goodwill
(2)
FRS 102
£’000
Reclassifications and
remeasurements
£’000
IFRS transition
balance sheet
£’000
165
(172)
(7)
(5)
–
–
(5)
(167)
(167)
–
–
(179)
–
–
–
–
(179)
(179)
252
3,583
3,835
413
153
592
1,158
(2,143)
(2,143)
(8,204)
(8,204)
(5,354)
20
14,705
2
99
(20,180)
(5,354)
Right of use asset
Prepayments
Current lease liability
Profit and loss account
87
3,755
3,842
418
153
592
1,163
(1,976)
(1,976)
(8,204)
(8,204)
(5,175)
20
14,705
2
99
(20,001)
(5,175)
£
165
(5)
(167)
7
(363)
191
(172)
62 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Reconciliation of Consolidated Statement of Comprehensive Income for nine months ended
31 December 2019
Note
FRS 102
£’000
Reclassifications and
remeasurements
£’000
IFRS adjusted
£’000
(1)
(2)
4,542
(1,108)
3,434
(7,112)
–
(3,678)
–
(1,226)
(4,904)
71
(4,833)
–
(4,833)
–
–
–
203
–
203
–
(19)
184
–
184
–
184
Revenue
Cost of sales
Gross profit
Administrative expenses
Other operating income
Operating loss
Finance income
Finance cost
Loss before taxation
Tax credit
Loss for the financial period
Other comprehensive income
Total comprehensive income for the year
Note 1 – Administrative expenses adjustment:
Add back: goodwill amortisation
Add back: IAS 17 operating lease charge
Less: IFRS 16 right of use asset depreciation
Net adjustment
Note 2 – Interest payable adjustment:
IFRS 16 lease liability
4,542
(1,108)
3,434
(6,909)
–
(3,475)
–
(1,245)
(4,720)
71
(4,649)
–
(4,649)
£’000
191
177
(165)
203
£’000
(19)
doctor care anywhere annual report 2020 63
Reconciliation of Company Statement of Financial Position as at the date of transition
to IFRS, 1 April 2019
Non-current assets
Property, plant and equipment
Investments
Trade and other receivables: due after one year
Total non-current assets
Current assets
Trade and other receivables: due within one year
Cash at bank and in hand
Total current assets
Current liabilities
Trade and other payables: due within one year
Total current liabilities
Non-current liabilities
Trade and other payables: due after one year
Note
(1)
(1)
(1)
Convertible loan notes
Total non-current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity
Note 1 – IFRS 16 adjustment at transition date:
Property, plant and equipment
Trade and other payables: due within one year
Trade and other payables: due after one year
FRS 102
£’000
Reclassifications and
remeasurements
£’000
IFRS transition
balance sheet
£’000
66
3,379
7,096
10,541
359
376
735
(478)
(478)
(27)
(3,826)
(3,853)
6,945
20
14,556
2
47
(7,680)
6,945
£
55
(29)
(26)
55
–
–
55
–
–
–
(29)
(29)
(26)
–
(26)
–
–
–
–
–
–
–
121
3,379
7,096
10,596
359
376
735
(507)
(507)
(53)
(3,826)
(3,879)
6,945
20
14,556
2
47
(7,680)
6,945
Right of use asset
Current lease liability
Non-current lease liability
64 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Reconciliation of Company Statement of Financial Position as at 31 December 2019
Note
(1)
Non-current assets
Property, plant and equipment
Investments
Trade and other receivables: due after one year
Total non-current assets
Current assets
Trade and other receivables: due within one year
Cash at bank and in hand
Total current assets
Current liabilities
Trade and other payables: due within one year
(1)
Total current liabilities
Non-current liabilities
Convertible loan notes
Total non-current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity
Note 1–IFRS 16 adjustment:
Property, plant and equipment
Trade and other receivables: due within one year
Trade and other payables: due within one year
Retained earnings impact
(1)
FRS 102
£’000
Reclassifications and
remeasurements
£’000
IFRS transition
balance sheet
£’000
83
3,381
8,429
11,893
248
246
494
(616)
(616)
(8,204)
(8,204)
3,567
20
14,705
2
99
(11,259)
3,567
£
165
(5)
(167)
7
165
–
–
165
(5)
–
(5)
(167)
(167)
–
–
(7)
–
–
–
–
(7)
(7)
248
3,381
8,429
12,058
243
246
489
(783)
(783)
(8,204)
(8,204)
3,560
20
14,705
2
99
(11,266)
3,560
Right of use asset
Prepayments
Current lease liability
Profit and loss account
doctor care anywhere annual report 2020 65
2.4 Going concern
These financial statements have been prepared on a going concern basis, which assumes the Group and the Company will
continue to be able to meet their liabilities as they fall due for the foreseeable future, which is defined as a period of not less
than twelve months from the signing of these accounts.
The Directors have prepared cash flow forecasts through to March 2022 to ensure the going concern criteria are met.
Whilst there are inherent uncertainties in any forecasting exercise, in light of the significant cash resources on hand, even
in severe but plausible events where the Group significantly underperforms against its forecast, it would have sufficient
resources on hand to continue to meet its liabilities as they fall due, therefore the Directors have concluded that it is
appropriate to continue to adopt the going concern basis of accounting in preparing these consolidated financial statements.
2.5 Revenue
The Group provides virtual healthcare services, technology platform licencing and digital design services. Revenue from
contracts with customers is recognised when its performance obligations are satisfied, i.e., when control of an asset
(i.e. the goods or services) is transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. An asset is transferred when (or as) the customer obtains
control of that asset. Depending on the nature of the performance obligations, revenue is recognised either over time
or at a point in time.
Revenue is measured as the amount of the transaction price that is allocated to that performance obligation.
The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring
the promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example,
Value Added Tax).
All revenue arose within the United Kingdom.
The Group applies the five-step process set out in IFRS 15, Revenue from contracts with customers, to ensure an appropriate
revenue recognition policy is in place, as follows:
1. Identify the contract with a customer;
2. Identify the separate performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the separate performance obligations; and
5. Recognise revenue when/as each performance obligation is satisfied.
The nature of the services the Group provides, and of the amounts which the customer is charged, is such that the result
of this process is generally clear, since the services provided are separately identifiable and priced, and the customer is
generally invoiced either upfront or on completion of the service. The recognition of the revenue reflects the completion
of the performance obligations, which results in the revenue recognition profile detailed below.
Revenue streams are analysed between Utilisation, Subscription and Other services as follows:
Utilisation revenue
Individually purchased consultations: revenue is recognised at a point in time, when the one distinct performance
obligation, the consultation, is complete. Where revenue arises from unutilised purchased consultations, this is recognised
in Other revenue below.
Subscription revenue
• Monthly or Annual service subscription: there is one distinct performance obligation, being the provision of virtual
healthcare services. Revenue from virtual healthcare services is recognised in the accounting period in which the
services are rendered. The contracts are satisfied monthly over the contract term. Revenue is recognised over-time,
on a systematic basis over the period of the contract, as this represents the best stage of completion.
66 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Other revenue
• Minimum number of purchased consultations: some customers purchase consultations as a bundle for a fixed amount
which entitles them to a minimum number of consultations per period. At the end of the period and if the actual
number of consultations is less than the minimum number in the bundle, the customer is left with an unexercised right
to receive the remaining consultations. To measure revenue, management estimates the amount of consideration based
on the most likely amount for both the exercised and unexercised customer rights. Management has assessed, based
on past practice, that the amount of revenue should not be constrained once the rights have expired, it is clear that the
customer will not use their unexercised rights. Revenue continues to be recognised at a point in time.
• Technology platform licensing: revenue is deferred and recognised evenly over the time, over the period of which the
licence is granted.
• Digital design services: revenue is recognised at a point in time, when the performance obligation, the delivery of
customised software applications to the customer, is complete.
A contract asset is recognised for revenue where the performance obligation (being the provision of utilisation
and subscription services) has been completed, but payment remains conditional on acceptance by the customer.
Once invoiced, the amount recognised as contract assets is reclassified to trade receivables.
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before
the Group transfers the related goods or services or for instances where the customer is invoiced in advance. Contract
liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods
or services to the customer). Contract liabilities arise from annual service subscriptions and technology platform licencing.
2.6 Intangible assets
Intangible assets acquired as part of a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where
they satisfy the definition of an asset and are identifiable. The cost of such intangible assets is their fair value at the
acquisition date.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated
amortisation and accumulated impairment losses. Intangible assets are amortised over their useful economic life as follows:
Trade names
–
5 years
Customer relationships –
5 years
License and patents
Tech know-how
–
–
5 years
5 years
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest
in the fair value of the Group’s share of its identifiable assets and liabilities of the acquiree at the date of acquisition.
As discussed in policy 2.8 below, goodwill is not amortised, but is reviewed for impairment on an annual basis.
Software development costs
it is technically feasible to complete the software;
Software development costs are recognised as an intangible asset when all the following criteria are demonstrated:
•
• management intends to complete the software;
• there is an ability to use or sell the software;
•
• adequate technical, financial and other resources to complete the development are available; and
• the expenditure attributable to the software during development can be reliably measured.
it can be demonstrated that the software will generate probable future economic benefits;
doctor care anywhere annual report 2020 67
Subsequent to initial recognition, software development costs are reported at cost less accumulated amortisation and
accumulated impairment losses. Total software development costs less their estimated residual value are amortised
over their useful economic life on a straight-line basis over a period of ten years. Amortisation starts when the asset
is available-for-use. Costs associated with maintaining computer software are recognised as an expense.
Research and other development expenditure that does not meet the criteria for capitalisation as a software development
cost is recognised as an expense.
2.7 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition
necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged to write down the cost of assets less their residual value over their estimated useful lives, using the
straight-line method.
Depreciation is provided on the following basis:
Right of use assets
– Over life of lease
Office equipment
Computer equipment
–
–
4 years
3 years
2.8 Impairment of non-financial assets
Non-financial assets that are subject to depreciation or amortisation are assessed at each reporting date to determine
whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired,
the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s (or CGU’s) fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there
is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
In accordance with IAS 38, Intangible Assets, goodwill is not amortised, but is reviewed for impairment on an annual basis.
2.9 Investments in subsidiary undertakings and associates
A subsidiary is an entity controlled by the Company. Control is achieved when the Group is exposed, or has rights,
to variable returns from its involvement with the investee and has the ability to affect those returns through its power over
the investee. Specifically, the Group controls an investee if, and only if, the Group has:
• power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its return.
An associate is an entity over which an investor has significant influence, being the power to participate in the financial
and operating policy decisions of the investee (but not control or joint control). A holding of 20% or more of the voting
power (directly or through subsidiaries) will indicate significant influence unless it can be clearly demonstrated otherwise.
If the holding is less than 20%, the investor will be presumed not to have significant influence unless such influence can
be clearly demonstrated. The existence of significant influence by an investor is usually evidenced in one or more of the
following ways:
• representation on the board of directors or equivalent governing body of the investee;
• participation in the policy-making process;
• material transactions between the investor and the investee;
•
interchange of managerial personnel; and
• provision of essential technical information.
68 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
2.10 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not
more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the
date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are
repayable on demand and form an integral part of the Group’s cash management.
2.11 Financial instruments
A financial asset or a financial liability is recognised only when the Group becomes a party to the contractual provisions
of the instrument. Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement
of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention
to settle on a net basis or to realise the asset and settle the liability simultaneously.
A financial asset is derecognised when:
• The rights to receive cash flows from the asset have expired; or,
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial assets
The Group’s financial assets comprise cash and cash equivalents (see Note 2.10 above), trade receivables and other
receivables. Trade receivables are initially measured at their transaction price. Other financial assets are measured at their
fair value on initial recognition. Financial assets are accounted for on an amortised cost basis, using the effective interest
(EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
The Group recognises a loss allowance, for expected credit losses on its financial assets which are held at amortised
cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the financial asset. When the expected credit loss for trade receivables is determined, the Group makes use
of the simplified approach, whereby the loss recognised is equal to the lifetime expected credit losses. Lifetime expected
credit losses represent the expected losses that may result from possible default events, and the probability of such an
event occurring, over the lifetime of the financial asset. The expected lifetime credit losses of the trade receivables are
estimated using a provision matrix. The matrix is based on the Group’s historical credit loss experience, adjusted for
forward-looking factors, that are specific to the trade receivables.
At 31 December 2020 and 2019 an expected credit loss of 0% has been used within the provision matrix, since the Group
has no history of credit default losses, and the profile of its customer base and revenue-generating activities are expected
to remain unchanged going forward.
Financial liabilities
The Group’s financial liabilities comprise trade payables, accruals and other payables, lease liabilities and convertible
loan notes.
The convertible loan notes issued have been designated as being held at fair value through profit or loss (‘FVTPL’),
on the grounds that they are managed and evaluated on a fair value basis. The embedded derivative has not been separated
as management deem the criteria has been met to classify the entire instrument at fair value through profit and loss.
Management assess the fair value of these loan notes at each reporting date, with movements in fair value recognised
as finance costs in the Consolidated Statement of Comprehensive Income. The key assumption and technique used for
measurement of the fair value of the convertible loan notes are discussed in Note 3.
The lease liabilities are measured in accordance with IFRS 16 (see 2.13 below).
All other financial liabilities are classified as held at amortised cost. These liabilities are initially measured at fair value less
transaction costs and subsequently measured using the effective interest method.
doctor care anywhere annual report 2020 69
2.12 Foreign Currency transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates
of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured
at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured
at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated
Statement of Comprehensive Income.
2.13 Leases
As a lessee, the Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises right-of-use assets representing the right to use the underlying assets,
and lease liabilities representing obligations to make lease payments.
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any
lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. In calculating the present value of lease payments, the Group uses its
incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest
and reduced for the lease payments made.
At the date of transition to IFRS, the Group applied the transitional provision and measured lease liabilities at the present
value of the remaining lease payments, discounted using the it’s incremental borrowing rate at the date of transition
to IFRS, with the unwinding of the discount on the lease liabilities being taken through finance costs. Right-of-use assets
were measured at the amount equal to the lease liabilities adjusted by the amount of any prepaid or accrued lease
payments and are depreciated over the term of the lease.
2.14 Finance income
Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.
2.15 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised
during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing
costs are expensed in the period in which they are incurred and reported in ‘finance expense’’ (see Note 10). In the periods
ended 31 December 2020 and 2019 no borrowing costs were capitalised.
2.16 Taxation
Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item
of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also
recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively
enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable
income, based on the Group’s forecast of future operating results which is adjusted for significant non-taxable income and
expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.
70 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and
liabilities from the same taxation authority. Deferred tax balances are not recognised in respect of temporary differences
arising on initial recognition (other than on a business combination) that do not affect profit or loss. In respect of business
combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future
tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will
be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by
the reporting date.
2.17 Share-based payment transactions with employees
The Group operates equity-settled, share-based remuneration plans for its employees. None of the Group’s plans feature
any options for a cash settlement. All goods and services received in exchange for the grant of any share-based payment are
measured at their fair values.
Where employees are rewarded using share-based payments, the fair values of employees’ services are determined
indirectly by reference to the fair value of the equity instruments granted. The Group operates share-based remuneration
plans both with and without market-based vesting conditions. For both types of plan, this fair value is appraised at the grant
date and excludes the impact of non-market vesting conditions (e.g., profitability and sales growth targets and performance
conditions), however for plans with market-based vesting conditions this fair value includes the impact of these vesting
conditions.
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to retained
earnings. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period based on the
best available estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become
exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to
vest differs from previous estimates. Any adjustment to cumulative share-based payment compensation resulting from
a revision is recognised in the current period. The number of vested options ultimately exercised by holders does not
impact the expense recorded in any period.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are allocated
to share capital.
2.18 Share-based payment transactions with non-employees
The Group entered into equity-settled, share-based payment transactions with its Lead Manager and Joint Lead Manager in
respect of the IPO transaction. None of these transactions feature any options for a cash settlement.
Where suppliers are remunerated using share-based payments, the fair values of the services rendered are determined
indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date
and excludes the impact of non-market vesting conditions (e.g., profitability and sales growth targets and performance
conditions).
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to retained
earnings. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period based on the
best available estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become
exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any adjustment to cumulative share-based payment compensation resulting from
a revision is recognised in the current period. The number of vested options ultimately exercised by holders does not
impact the expense recorded in any period.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are allocated
to share capital.
doctor care anywhere annual report 2020 71
3. Judgements in applying accounting policies and key sources of estimation uncertainty
When preparing consolidated financial statements, management makes a number of judgements, estimates and
assumptions about the recognition and measurement of assets, liabilities, income and expenses.
The key significant judgements include:
Capitalisation and useful economic life of internally developed software
Distinguishing the research and development phases of a new customised software project and determining whether the
recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation,
management monitors whether the recognition requirements continue to be met and whether there are any indicators that
capitalised costs may be impaired.
Management have estimated that the useful economic life of internally developed software is ten years. The basis of this
estimation being that the focus of development activities in the period were predominantly on the core systems that
underpin and will continue to underpin the core internally developed software assets of the business.
Key sources of estimation include:
Impairment of non-financial assets
In assessing impairment, management estimates the recoverable amount of each asset or cash generating units based on
expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about
future operating results and the determination of a suitable discount rate.
Fair value of the convertible loan notes
The liability at each reporting date due to the convertible loan notes (CLN) issued has been valued using the Black Scholes
Option Pricing Methodology (BSOPM). The approach uses the BSOPM to allocate the total equity value of the business
at each reporting date to the elements of the capital structure, with the CLN’s being considered a form of ‘quasi equity’.
The approach takes into account the liquidation preferences, participation rights and conversion rights of each element
of capital to determine how capital proceeds will be distributed between the elements of the capital structure.
The approach requires an estimation of the value of the business at each reporting date. This has been estimated by
identifying arm’s’ length transactions during the period and ‘back-solving’ the BSOPM process, allowing an individual arm’s
length capital transaction to provide an estimate of the business value. It has then been assumed that the business value
has not altered between that arms’ length transaction and the reporting date.
The key assumptions in the valuation approach were:
• The convertible loan notes will convert at their capped conversion rates. This is because the share price at conversion
is highly likely to be of a size that the conversion rate is capped.
• The expected time to a liquidity event from the reporting date is 2.8 years for 31 December 2019 (31 December 2020:
no convertible loan notes outstanding).
• The volatility used within the BSOPM is based on a comparable listed company, Teladoc Health, Inc.
• The business value has not altered significantly between the closest arms’ length capital transaction and the
reporting dates.
72 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Fair value of share options
Two models have been utilised for determining the fair value of share option awards. Share options with service-based
vesting conditions have been valued using the Black-Scholes option pricing model, share options with market performance-
based vesting conditions have been valued using the Monte Carlo Simulation Model.
The key assumptions utilised in Black-Scholes option pricing model and justification for such assumptions are
detailed below:
Share price
£0.33–0.44
Volatility
57%
Determined with reference to recent arm’s
length transaction in the Company’s shares
Based on the observed volatility in the equity
value of comparable quoted companies
Risk-free interest rate
GBP denominated: 0.38%
UK government 10-year bond rate
AUD denominated: 0.89%
Australian government 10-year bond rate
Expected term
10 years
Based on contractual term
The key assumptions utilised in the Monte Carlo Simulation Model and justification for such assumptions are
detailed below:
Share price
AUD 0.80
Volatility
Company: 57%
Index: 18%
0.33%
5 years
Risk-free interest rate
Expected term
4. Revenue
Determined with reference to recent arm’s
length transaction in the Company’s shares
Based on the observed volatility in the equity
value of comparable quoted companies
Estimated with reference to the historical
volatility of the S&P ASX 200 Healthcare Index
Australian government 5-yearbond rate
Based on contractual term
The services generating Utilisation, Subscription and Other revenue are set out in the Revenue accounting policy note
above (Note 2.5).
Utilisation
Subscription
Other
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
8,978
1,790
805
11,573
1,570
819
2,153
4,542
1,954
1,059
2,712
5,725
doctor care anywhere annual report 2020 73
5. Segmental reporting
The Group provides virtual healthcare services, technology platform licencing and digital design services, within the
United Kingdom and Republic of Ireland. While revenue streams can be analysed by the nature of the service provided
(see Note 2.5 and 4 above), the centralised common infrastructure means that operating costs are not and cannot
meaningfully be allocated to the separate revenue streams. The chief operating decision-maker of the Group is the Chief
Executive Officer, who has Group-wide rather than product-related responsibilities. As a result, resources are allocated and
performance is assessed by the chief operating decision-maker on the basis of the business as a whole.
The management information provided to the chief operating-decision maker and the process of how the Group’s
economic resources and income/expense are currently managed has been reviewed, and management have concluded that
the Group operates as a single-segment business.
The profit or loss measures reported in the internal reporting to the chief operating decision-maker for monitoring and
strategic purposes can be reconciled to the annual IFRS financial statements as follows:
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
Total loss after tax per management accounts
(31,266)
(4,833)
(5,931)
Add back: Amortisation of goodwill
Add back: IAS 17 operating lease charge
Less: IFRS 16 right of use asset depreciation
Less: IFRS 16 lease interest
–
292
(252)
(51)
191
177
(165)
(19)
255
286
(264)
(21)
Total loss after tax per IFRS financial statements
(31,277)
(4,649)
(5,675)
Revenue from one customer amounted to £9,629,802 in the year ended 31 December 2020 (9-month period ended
31 December 2019 £3,708,721, year ended 31 December 2019: £4,568,347), arising from the provision of virtual
healthcare services.
6. Administrative expenses
Operating Costs
Research and Development
Sales and Marketing
General and Administration
Year ended
31 December 2020
£
9-month
Period ended
31 December 2019
£
Year ended
31 December 2019
£
3,079
2,181
1,606
13,556
20,422
668
957
558
4,726
6,909
851
1,283
765
5,915
8,814
Operating Costs include the expenses attributable to the delivery of the Group’s core services.
Research and Development include the expenses attributable to the development and maintenance of the Group’s
intellectual property.
Sales and Marketing include the expenses attributable to the selling and marketing of the Group’s services.
General and Administration include the expenses attributable to supporting the Group’s operating functions, depreciation,
amortisation and share-based payments.
74 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
7. Disposal of a Group company
In January 2020 Doctor Care Anywhere Group plc partially disposed of a subsidiary, Doctor at Hand Diagnostics Limited
(formerly Internet Hospital Limited), through a sale of 50% of the issued share capital to AXA Health for total consideration
of £3 million. In advance of this partial disposal certain intangible assets created within the group were transferred
to Doctor at Hand Diagnostics Limited. The remaining investment of 50% is now accounted for as an investment
in joint venture.
The fair value of assets disposed of, and the consideration received, were as follows:
Intangible assets
Debtors and other assets
Bank balances and cash
Current liabilities
Non-current liabilities
Net assets disposed
Recognised as investment in joint venture
Profit on disposal
Total consideration
Bank balances and cash
Net cash inflow in period
£’000
1,057
4
8
(1)
(32)
1,036
(3,000)
(1,964)
4,964
3,000
(8)
2,992
The fair value of the remaining investment of 50% was determined with reference the amount that a third party, AXA
Health, paid for a 50% interest in the company in an arm’s length transaction.
Total consideration constituted £1 received at the date of disposal in January 2020. Deferred consideration of £2,999,999
was received in March 2020.
The amount recognised as a gain attributing to measuring the investment retained at its fair value was £1,489,249.
The aggregate of the share capital and reserves in the joint venture as at 31 December 2020 were £1,353,582.
Operating income reported in the Consolidated Statement of Comprehensive Income consists of:
Profit of partial disposal of subsidiary
Recharges to joint venture
Foreign exchange gains
Total
£’000
4,964
695
379
6,038
doctor care anywhere annual report 2020 75
8. Operating loss
The operating loss is stated after charging:
Employee costs
Depreciation
Amortisation of intangible assets
Exchange (Gain)/Loss
Employee costs consist of:
Wages and salaries
Social security costs
Costs of defined contribution scheme
Share-based payment charge/(credit) (see Note 24)
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
16,111
355
547
(378)
4,637
190
486
2
5,602
301
627
2
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
12,692
1,400
156
1,863
16,111
4,074
459
52
51
4,637
4,894
580
57
72
5,602
The average monthly number of employees, including directors, during 2020 was 277 (9-month period ended 31 December
2019: 106, year ended 31 December 2019: 94).
Statutory Audit fee for the year ended 31 December 2020
Total statutory Audit fees
Non-statutory Audit fee for the period ended 31 December 2019
Interim review for the period ended 30 June 2020
PLC re-registration Audit
Total assurance services
Tax compliance services
Tax advisory services
Total tax services
Accounts preparation services for the period ended 31 December 2019
Total non-Audit services
Fees
£
48,500
48,500
96,200
15,000
10,000
121,200
20,811
53,598
74,409
18,046
213,655
76 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
9. Key management personnel compensation
Short-term employee benefits
Company contributions to defined
contribution pension schemes
Share-based payment charge
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
1,050
4
1,327
2,381
281
2
47
330
357
2
63
422
The Directors, Chief Operating and Financial Officer, Finance Director and Company Secretary and Chief Medical Officer
were considered to be the key management personnel of the Group (see Note 27).
10. Finance expense
Interest expense
Fair Value measurement (see note 24)
FX loss
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
65
21,728
71
21,864
19
1,226
–
1,245
21
1,281
–
1,302
The credit risk component in the fair value adjustment is deemed to be immaterial by the Directors of the Group.
Therefore, this component has not been separately disclosed within Other Comprehensive Income.
11. Income tax
The major components of the income tax credit for the year ended 31 December 2020, 9-month period ended 31 December
2019 and year ended 31 December 2019 are as follows:
Year ended
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
Year ended
31 December 2019
£’000
Current taxation
Adjustments in respect of current income tax of previous year
Income tax credit recognised in Consolidated Statement
of Comprehensive Income
–
90
90
–
71
71
–
83
83
doctor care anywhere annual report 2020 77
Reconciliation of tax expense and the accounting profit multiplied by UK tax rate for the year ended 31 December 2020,
9-month period ended 31 December 2019 and year ended 31 December 2019:
Loss before taxation
Current income tax:
Tax credit calculated at UK statutory corporation tax rate
of 19% (2019: 19%)
Adjustments in respect of prior years
Deferred tax unrecognised this period
Income tax credit
Year ended
31 December 2020
£
9-month
Period ended
31 December 2019
£
Year ended
31 December 2019
£
(31,366)
(4,720)
(5,758)
5,960
90
(5,960)
90
897
71
(897)
71
1,094
83
(1,094)
83
As at 31 December 2020 there were unutilised tax losses of £15,510,895 (2019: £7,271,287) in respect of which no deferred tax
asset had been raised (tax impact at 19%: £2,947,070), 2019: £1,381,545.
12. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent (after adjusting for
interest on the convertible loan notes) by the weighted average number of ordinary shares outstanding during the year plus
the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary
shares into ordinary shares.
There is no difference in the total comprehensive loss for the year or the weighted average number of equity shares
used for the calculation of basic and diluted loss per share, as the effect of all potentially dilutive shares outstanding
was anti-dilutive.
In November 2020, the Group undertook a sub-division of its shares on a 6:1 basis, the following table reflects the income
and share data used in the basic and diluted EPS calculations and is adjusted to reflect the position if the sub-division had
taken place on 1 January 2019:
31 December 2020
£’000
9-month
Period ended
31 December 2019
£’000
31 December 2019
£’000
Total comprehensive loss for the year
(31,277)
(4,649)
(5,675)
Weighted number of ordinary shares:
Ordinary shares
A1 preferred shares
A2 preferred shares
Weighted number of ordinary shares: for calculation
of Basic and Diluted EPS
Loss per share
Basic and diluted
82,001,601
42,791,022
42,791,022
50,782,885
13,693,488
60,939,462
39,079,046
117,423,973
13,693,488
171,863,532
42,791,022
117,423,973
£
(0.18)
£
(0.04)
£
(0.05)
78 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
13. Property, plant and equipment (Group)
Cost
At 1 April 2019
Additions
Disposals
At 31 December 2019
Additions
Disposals
At 31 December 2020
Depreciation
At 1 April 2019
Charge for the period
Disposals
At 31 December 2019
Charge for the period
Disposals
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 April 2019
Right of use asset
£
Office equipment
£
Computer
equipment
£
55
275
–
330
1,337
–
1,667
–
165
–
165
252
–
417
1,250
165
55
14
9
(13)
10
153
–
163
9
2
(9)
2
8
–
10
153
8
5
100
38
–
138
310
–
448
32
27
–
59
95
–
154
294
79
68
Total
£
169
322
(13)
478
1,800
–
2,278
41
194
(9)
226
356
–
581
1,697
252
128
The right of use assets relate to the leases in respect of business premises described in Note 25 below.
doctor care anywhere annual report 2020 79
13. Property, plant and equipment (Company)
Right of use asset
£’000
Office equipment
£’000
Computer
equipment
£’000
Cost
At 1 April 2019
Additions
Disposals
At 31 December 2019
Additions
Disposals
At 31 December 2020
Depreciation
At 1 April 2019
Charge for the period
Disposals
At 31 December 2019
Charge for the period
Disposals
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 April 2019
55
275
–
330
1,337
–
1,667
–
165
–
165
252
–
417
1,250
165
55
14
8
(13)
9
153
–
162
9
2
(9)
2
8
–
10
152
7
5
81
37
–
118
303
–
421
20
22
–
42
92
–
134
287
76
61
The right of use assets relate to the leases in respect of business premises described in Note 25 below.
Total
£’000
150
320
(13)
457
1,793
–
2,250
29
189
(9)
209
352
–
561
1,689
248
121
80 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
14. Intangible assets
Trade name
£’000
Customer
relationships
£’000
Patents
£’000
Technical
know-how
£’000
Software
development
cost
£’000
Cost
At 1 April 2019
Additions
At 31 December 2019
Additions
Disposals
At 31 December 2020
Amortisation
At 1 April 2019
Charge for year
At 31 December 2019
Charge for year
Disposals
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 April 2019
75
–
75
–
–
75
62
11
73
2
–
75
–
2
13
1,424
–
1,424
–
–
1,424
1,044
214
1,258
166
–
1,424
–
166
380
50
–
50
–
–
50
37
7
44
6
–
50
–
6
13
Total
£’000
4,746
1,344
6,090
1,601
500
–
500
–
–
2,697
1,344
4,041
1,601
(1,074)
(1,074)
500
4,568
6,617
500
–
500
–
–
500
–
–
–
377
255
632
373
(17)
988
3,580
3,409
2,320
2,020
487
2,507
547
(17)
3,037
3,580
3,583
2,726
The carrying value of intangible assets as at 1 April 2019, the date of transition to IFRS, is based upon the net book value
at that time of these assets under FRS 102. No intangible assets have been pledged as security for liabilities.
Software development cost represents the technology that enables the Group to provide its suite of integrated virtual
and in-person healthcare services. All software development cost assets included above were in use at the reporting
period-ends.
Under IFRS goodwill is not amortised but is subject to an annual impairment. In line with the transition provisions under
IFRS 1, the net book value of goodwill at the date of transition to IFRS has been reviewed for impairment by management.
As a result, goodwill of £212,393 relating to the acquisition of DCA Innovation Limited (formerly Synergix Technology
Limited, Company Number 08737029) and £151,106 relating to the acquisition of Doctor Care Anywhere Limited was written
off as an impairment as at 1 April 2019 (see reconciliation in Note 2.3 above). Management determined it appropriate to
impair the goodwill recognised in respect of these acquisitions given that both companies are loss making.
15. Investments (Company)
Investments in subsidiaries
Cost or valuation
At 1 April 2019
Additions
At 31 December 2019
Additions
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 April 2019
doctor care anywhere annual report 2020 81
£’000
3,379
2
3,381
16,853
20,234
20,234
3,381
3,379
16. Interest in Joint Venture
As discussed in Note 7 above, following the partial disposal of 50% of the Group’s investment in Doctor at Hand Diagnostics
Limited, the remaining investment of 50% is now accounted for as an investment in joint venture. Movement in the Group’s
investment in joint venture during the financial period was as follows:
Recognised as investment in joint venture on partial disposal of subsidiary
Share of loss of joint venture
Balance as at 31 December 2020
17. Trade and other receivables (Group): Amounts falling due within one year
The following balances are all due to be realised within one year of the reporting date:
Interest in JV
£’000
3,000
(813)
2,187
Assets held at amortised cost
Trade receivables
Other receivables
Prepayments
Contract assets
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
1,646
160
1,614
31
3,451
123
196
86
8
413
242
292
121
10
665
The Group has no balances due after one year.
Further disclosures relating to trade and other receivables are set out in Note 21 below.
82 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
17. Trade and other receivables (Company): Amounts falling due within one year
Assets held at amortised cost
Other receivables
Prepayments
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
152
1,481
1,633
181
62
243
267
92
359
Further disclosures relating to trade and other receivables are set out in Note 21 below.
18. Trade and other receivables (Company): Amounts falling due after one year
Assets held at amortised cost
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
Amounts owed by Group undertakings
–
8,429
7,096
Amounts owed by Group undertakings includes both an unsecured revolving credit facility and intercompany recharges for
trading activities.
Interest is charged on the intercompany loans at a rate of LIBOR +4%. The Directors consider that the rate of interest
represents a market value and as a result no residual equity component has been recognised in relation to the loan.
19. Trade and other payables (Group): Amounts falling due within one year
Liabilities held at amortised cost
IFRS 16 lease liability <1 year (see Note 25)
Trade payables
Other taxation and social security
Other payables
Accruals
Contract liabilities
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
286
688
1,038
48
1,405
311
3,776
167
556
210
2
500
708
29
228
156
150
412
414
2,143
1,389
Further disclosures relating to trade and other payables are set out in Note 21 below.
doctor care anywhere annual report 2020 83
19. Trade and other payables (Company): Amounts falling due within one year
Liabilities held at amortised cost
IFRS 16 lease liability <1 year (see Note 25)
Trade payables
Other taxation and social security
Other payables
Accruals
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
286
383
350
55
831
1,905
167
318
75
–
223
783
29
74
85
150
169
507
Further disclosures relating to trade and other payables are set out in Note 21 below.
20. Trade and other payables (Group): Amounts falling due after more than one year
Liabilities held at amortised cost
IFRS 16 lease liability >1 year (see Note 25)
Other Payables
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
1,205
–
1,205
–
–
–
26
27
53
Further disclosures relating to trade and other payables are set out in Note 21 below.
20. Trade and other payables (Company): Amounts falling due after more than one year
Liabilities held at amortised cost
IFRS 16 lease liability >1 year (see Note 25)
Other Payables
As at
31 December 2020
£’000
As at
31 December 2019
£’000
As at
1 April 2019
£’000
1,205
–
1,205
–
–
–
26
27
53
Further disclosures relating to trade and other payables are set out in Note 21 below.
84 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
21. Financial Instruments
The Group has the following financial assets and financial liabilities at the reporting dates:
31 December 2020
£’000
31 December 2019
£’000
1 April 2019
£’000
Financial assets
Current assets
Held at amortised cost:
Cash and cash equivalents
Other financial assets
Total assets held at amortised cost
Financial liabilities
Current liabilities
Held at amortised cost:
Financial liabilities
Non-current liabilities
Held at amortised cost:
Financial liabilities
Designated at fair value
Convertible Loan Notes
38,360
1,806
40,166
2,427
2,427
1,205
–
1,205
592
319
911
1,225
1,225
761
534
1,295
819
867
–
53
8,204
8,204
3,826
3,879
Contract assets and liabilities under the scope of IFRS 15, and tax and social security balances, are not considered financial
instruments and are excluded from the table above. All contract liabilities recognised in the prior period have been
recognised as revenue in the current year. The key driver of the variance in contract liabilities between the periods was a
significant invoice being raised during the period ended December 2019 that related to the next financial year. No such
event happened in the year ended December 2020.
Interest received on financial assets held at amortised cost in 2020 was £227 (2019: £483).
The Group’s financial risk management framework addresses the main risks arising from the Group’s financial instruments,
which are liquidity risk, credit risk and market risk. The Directors review and agree policies for managing these risks, which
are summarised below:
Liquidity risk: the Group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs,
through ongoing forecasting of cashflows, and cash management;
Credit risk: credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade
receivables). The Group’s exposure to credit risk is mitigated by the nature of its customer base and payment profiles.
However, cash collections and aged debtor profiles payments are reviewed on an ongoing basis, to ensure any issues are
escalated and reviewed;
Market risk: market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk mainly affects the Group’s convertible loan notes, which are repriced on a regular
basis using the fair value techniques discussed in Note 3.
doctor care anywhere annual report 2020 85
Liquidity risk
The table below summarises the maturity profile of the Group’s financial liabilities with liquidity risk exposure, based
on contractual undiscounted payments:
As at 31 December 2020
IFRS 16 lease liability
Other payables
As at 31 December 2019
IFRS 16 lease liability
Other payables
Convertible loan notes
As at 1 April 2019
IFRS 16 lease liability
Other payables
Convertible loan notes
Credit risk
On demand
£’000
Less than
3 months
£’000
3 to 12
months
£’000
1 to 5 years
£’000
> 5 years
£’000
–
–
–
79
2,141
2,220
275
–
275
1,319
–
1,319
–
–
–
On demand
£’000
Less than
3 months
£’000
3 to 12
months
£’000
1 to 5 years
£’000
> 5 years
£’000
–
–
–
–
79
1,059
–
1,138
89
–
–
89
–
–
8,204
8,204
–
–
–
On demand
£’000
Less than
3 months
£’000
3 to 12
months
£’000
1 to 5 years
£’000
> 5 years
£’000
–
–
–
–
39
790
–
829
223
–
–
223
89
–
3,826
3,915
–
–
–
–
Total
£’000
1,673
2,141
3,814
Total
£’000
168
1,059
8,204
9,431
Total
£’000
351
790
3,826
4,967
The movement in the Expected Credit Loss (‘ECL’) impairment allowance can be reconciled as follows:
Trade receivables
ECL default rate
ECL impairment allowance
31 December 2020
£’000
31 December 2019
£’000
1 April 2019
£’000
1,645
0%
–
123
0%
–
61
0%
–
As explained in Note 2.11, as at 31 December 2020 and 2019 an expected credit loss of 0% has been used within the ECL
assessment matrix, since the Group has no history of credit default losses given the profile of its customer base and
revenue-generating activities, which are expected to remain unchanged going forward.
86 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
Financial liabilities designated at fair value
Contractual liability
Convertible Loan Notes 2018
Convertible Loan Notes 2019
Convertible Loan Notes 2020
Fair value component
Convertible Loan Notes 2018
Convertible Loan Notes 2019
Convertible Loan Notes 2020
Total
Convertible Loan Notes 2018
Convertible Loan Notes 2019
Convertible Loan Notes 2020
31 December 2020
£’000
31 December 2019
£’000
1 April 2019
£’000
–
–
–
–
–
–
–
–
–
–
–
–
3,917
3,000
–
6,917
1,286
3
–
1,289
5,203
3,003
-–
8,206
3,764
–
–
3,764
62
–
–
62
3,826
–
–
3,826
Convertible loan notes (CLN) were issued during August 2018 (2019 Notes), October 2019 (2019 Notes) and July 2020
(2020 Notes).
The 2018 Notes and 2019 Notes were secured by the fixed and floating charge created by the Company in favour of the
Noteholders. The 2018 Notes and 2019 Notes were convertible into Series A2 Preferred ordinary shares of the Company
on either a change of control, a fundraising event or at the option of the holder from August 2020. On issue, the 2018
Notes and 2019 Notes were convertible at the lower of a fixed price per share or a discount to the next fundraise valuation.
If the 2018 Notes and 2019 Notes were not converted, they would be redeemed 36 months after issue, being August 2021
and October 2022. Interest of 0% is charged annually until settlement date. On initial recognition, the liability has been
recorded at the transaction cost. At each subsequent period end the 2018 Notes and 2019 Notes have been revalued to
their fair value and the movement in value has been charged to the Consolidated Statement of Comprehensive Income
as finance expense. The charge for the year in respect of the 2018 Notes and 2019 Notes was £18,537,629 to 31 December
2020 (9-month period ended 31 December 2019: £1,225,895).
The 2018 Notes and 2019 Notes outstanding as at 31 December 2019 converted into Series A2 Preferred Ordinary Shares
on 14 July 2020, resulting in the allotment of 13,833,903 shares of £0.001 each.
The 2020 Notes were unsecured and were convertible into the highest ranking securities of the Company on issue at the
conversion event, such conversion events being a listing, trade sale, fundraising or maturity.
The 2020 Notes converted into Ordinary Shares on 30 November 2020, resulting in the allotment of 6,039,437 shares
of £0.001 each.
The IFRS 13 fair valuation methodology used in respect of the Convertible loan notes is Level 2, based on Significant
observable market inputs (see Note 3 for summary of key assumptions in the valuation approach).
doctor care anywhere annual report 2020 87
Movements in the Convertible Loan Notes balance during the reporting periods were as follows:
Brought forward 1 April 2019
New notes issued
Fair value finance charge
Total 31 December 2019
New notes issued
FX movement on Australian issued loan notes
Fair value finance charge
Conversion of loan notes into equity
Total 31 December 2020
Group capital
£’000
3,825
3,153
1,226
8,204
15,893
(105)
21,728
(45,721)
–
The Group’s capital includes issued capital, share premium, convertible loan notes, preference shares, and all other equity
reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to
maximise the shareholder value, whist at the same time operating within a capital framework that interacts efficiently with
liquidity risk, credit risk and market risk frameworks discussed above.
Disclosure of changes in Group capital in the period ended 31 December 2020 and 31 December 2019 relating to movements
in the Convertible Loan Notes are set out in the table above. Movements in the Group’s issued capital, share premium,
preference shares, and all other equity reserves attributable to the equity holders of the parent are as set out in the
Consolidated Statement of Changes in Equity.
22. Share capital
Shares on issue
Ordinary
Deferred Ordinary
Series A1 Preferred
Series A2 Preferred
Total shares on issue
Nominal value
Ordinary
Deferred Ordinary
Series A1 Preferred
Series A2 Preferred
Share capital
Ordinary
Deferred Ordinary
Series A1 Preferred
Series A2 Preferred
Total share capital
As at
31 December 2020
At as
31 December 2019
As at
1 April 2019
318,620,249
7,131,837
7,131,837
99,600
–
–
–
10,156,577
2,282,248
–
10,156,577
2,282,248
318,719,849
19,570,662
19,570,662
£0.000167
£0.167
–
–
£0.001
–
£0.001
£0.001
£0.001
–
£0.001
£0.001
£000’s
£000’s
£000’s
53
17
–
–
70
7
–
10
3
20
7
–
10
3
20
88 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
All shares on issue are authorised and fully-paid.
During the 2020, the parent company issued:
Shares issued for cash consideration:
• 55,482 (2019: 99,338) Ordinary Shares with a nominal value of £0.001 for total consideration of £34,259 (2019: £150,000);
and
• 81,498,346 (2019: nil) Ordinary Shares with a nominal value of £0.000167 for total consideration of £35,740,685 (2019: nil).
Shares issued as a form of share-based payment:
• 125,000 (2019: nil) Ordinary Shares with a nominal value of £0.000167 for services with a Fair Value of £54,936 (2019: nil).
Shares issued from the Share Premium account:
• 16,600 (2019: nil) Deferred Ordinary Shares with a nominal value of £1 as a bonus issue from the share premium account
(2019: nil).
Shares issued on conversion of Convertible Loan Notes held at Fair Value:
• 6,039,437 (2019: nil) Ordinary Shares with a nominal value of £0.001 on conversion of Convertible Loan Notes with a Fair
Value of £15,978,060 (2019: nil); and
• 13,833,903 (2019: nil) Series A2 Preferred Ordinary Shares with a nominal value of £0.001 on conversion of Convertible
Loan Notes with a Fair Value of £29,742,940 (2019: nil).
On 30 November 2020 the Company redesignated all Series A1 Preferred Ordinary Shares and Series A2 Preferred Ordinary
Shares as Ordinary Shares and undertook a sub-division of its shares on a 6:1 basis.
Deferred shares carry no voting or economic rights other than the return of the issue price. All other classes of shares entitle
the holder to receive notice of and to attend, speak and to vote at any general meeting. No classes of shares confer rights
of redemption.
Securities in the Company traded on the ASX are in the form of Chess Depository Interests (CDIs). CDIs are a type of
depositary receipt that allows investors to obtain all the economic benefits of share ownership without holding legal title
to the shares themselves. A CDI represents the beneficial interest in underlying shares in a Company. Shares underlying
the CDIs are held by an Australian depositary nominee as the legal owner on behalf and for the benefit of the CDI holder.
The holders of CDIs receive all of the economic benefit of actual ownership of the underlying shares.
23. Reserves
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are
deducted from share premium.
Capital redemption reserve
Nominal value arising on the purchase of own share capital.
Other reserves
Comprises the fair value of share options recognised as an expense.
Accumulated losses
Includes all current and prior periods retained accumulated losses.
doctor care anywhere annual report 2020 89
24. Share-based payments
The Group grants share options to certain of the Group’s employees and suppliers. The options have a range of vesting
periods and exercise conditions.
The schemes under which the Group has granted share options to its employees are as follows:
Scheme
Enterprise Management Incentive (EMI)
Company Share Option Plan (CSOP)
Long Term Incentive Plan (LTIP1)
Long Term Incentive Plan (LTIP2)
Vesting condition
Vesting period
Service-based
3-4 years
None
On issue
Service-based
3-4 years
Market-based
performance
3, 4 and 5 years
The fair value of share option awards with service-based vesting conditions has been determined using the Black-Scholes
option-pricing model. The key assumptions utilised in the valuation of these options issued in the period are detailed below:
Share price
Volatility
Risk-free interest rate
Expected term
£0.33-0.44
57%
GBP denominated: 0.38%
AUD denominated: 0.89%
10 years
The fair value of share option awards with market-based performance vesting conditions has been determined using the
Monte Carlo Simulation Model. The key assumptions utilised in the valuation of these options are detailed below:
Share price
Volatility
Expected term
AUD 0.80
Company: 57%
5 years
The share-based payment charge included in profit or loss for the period ended 31 December 2020 was £2,244,452
(31 December 2019: £71,772).
In November 2020, the Group undertook a sub-division of its shares on a 6:1 basis, the following table reflects the number
of share options and the weighted average exercise price outstanding during the period and is adjusted to reflect the
position if the sub-division had taken place on 1 April 2019:
Weighted average
exercise price (£)
31 December 2020
Number
31 December 2020
Weighted average
exercise price (£)
31 December 2019
Number
31 December 2019
Outstanding at beginning of period
Granted during the period
Exercised during the period
Lapsed during the period
Outstanding at the end of the period
Exercisable at period-end
0.11
0.38
0.12
–
0.36
0.18
2,807,273
28,928,298
(581,237)
–
31,154,334
6,774,954
0.15
0.05
–
0.13
0.11
0.11
1,652,009
1,254,600
–
99,336
2,807,273
2,645,889
The range of exercise prices in respect of options outstanding at 31 December 2020 is £0.05 to £0.59 (2019: £0.05 to £0.25).
The weighted average remaining contractual life of outstanding options at 31 December 2020 is 7.3 years (2019: 8.4 years).
90 doctor care anywhere annual report 2020
Notes to the Financial Statements
cont.
25. Leases
The Group has lease contracts for rental premises and other equipment used in its operations. As at the date of transition
to IFRS, 1 April 2019, the Group was lessee for business premises in London EC1, which commenced in April 2017 for a period
of five years. Since the break clause was exercised in June 2019, the Group has taken advantage of the exemption under
IFRS 1 to apply hindsight when adopting IFRS 16 on the date of transition, and therefore on the basis that the lease had only
3 months remaining, it was treated as a short term lease, exempt from the provisions of IFRS 16.
In 2019 the Group took out three separate leases over another property in London EC4, with start dates between January
and April 2019, all ending in September 2020. The right of use assets and lease liabilities shown in the Consolidated
Statement of Financial Position are in respect of these leases. The Group then entered into a new lease in September 2020
for a period of 5 years expiring on the September 2025.
The carrying amounts of right of use assets, and the movements during the period, are shown in Note 13 above.
All payments due on these leases are fixed under the terms of the relevant lease agreements.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Year ended
31 December 20
£’000
Period
31 December 19
£’000
At beginning of period
Additions
Accretions of interest
Payments
At end of period
Current (Note 19)
Non-current (Note 20)
167
1,678
49
(404)
1,490
286
1,205
The following amounts are recognised in the Consolidated Statement of Comprehensive Income:
Depreciation of right of use assets
Accretions of interest on lease liabilities
2020
£’000
252
51
55
286
9
(183)
167
167
–
2019
£’000
165
19
In respect of leases accounted for under IFRS 16, the Group had total cash outflows for leases of £338,368 in 2020
(£125,737 in 2019). The Group also had non-cash additions to right-of-use assets of £1,337,018 in 2020 (£274,902 in 2019).
The Group also has certain leases of computer equipment with lease terms of 12 months or less, and leases of office
equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions
for these leases. Minimum leases payments under non-cancellable operating leases in respect of these items are as follows:
Leases maturing:
No later than one year
Later than one year and not later than five years
Total
2020
£’000
8
1
9
2019
£’000
9
10
19
The charge taken through the Consolidated Statement of Comprehensive Income in respect of these leases in 2020 totals
£7,131 (2019: £5,553).
doctor care anywhere annual report 2020 91
26. Bonus issue and capital reduction
The Company undertook certain transactions during the year in preparation for its re-registration as a Public Limited
Company.
On 14 September 2020 the Company utilised its available share premium reserve to allot 16,600 deferred shares.
On 15 September 2020 the Company undertook a capital reduction by way of a directors solvency statement, cancelling the
share premium account and capital redemption reserves in their entirety and crediting profit and loss reserves.
27. Related party transactions
The Directors consider the Directors, Chief Operating and Financial Officer, Chief Medical Officer and Finance Director and
Company Secretary as key management personnel. Key management remuneration is disclosed in Note 9. Amounts owed
to the group from Key management personnel on 31 December 2020 was £12,708 (31 December 2019: £nil).
During the year ended 31 December 2020 the Company paid fees of £86,576 (for the period ended 31 December 2019:
£88,500, year ended 31 December 2020: £106,200) to Talbot Baines Limited a company with a common director.
At 31 December 2020, the Company owed £nil (31 December 2019: £10,620) to Talbot Baines Limited.
During the year ended 31 December 2020 the Company paid fees of £nil (for the period ended 31 December 2019
£25,000, for the year ended 31 December 2019: £50,000) to Hartham Group Limited, a company with a common director.
At 31 December 2020, the Company owed £nil (31 December 2019) to Hartham Group Limited.
All transactions with related parties were conducted on an arms’ length basis.
28. Events after the reporting date
There were no significant events after the reporting date.
29. Controlling party
In the opinion of the Directors there is no ultimate controlling party.
30. Subsidiaries
From 1 April 2019 to 31 December 2020 Doctor Care Anywhere Group plc owned 100% of the ordinary share capital of the
following subsidiary undertakings:
DCA Innovation Limited (formerly Synergix Technology Limited), a Technological design services company registered
in England and Wales whose registered office address is 13-15 Bouverie Street, 2nd Floor, London, England, EC4Y 8DP.
Doctor Care Anywhere Limited and Synergix Health (Services) Limited, digital healthcare service companies registered
in England and Wales whose registered office address is 13-15 Bouverie Street, 2nd Floor, London, England, EC4Y 8DP.
Synergix Medical Staffing Limited and Synergix Health Retail Services Limited, dormant companies registered in England
and Wales whose registered office address is 13-15 Bouverie Street, 2nd Floor, London, England, EC4Y 8DP.
Doctor Care Anywhere International Limited, a dormant company registered in the British Virgin Islands whose registered
office address was Rodus Building, P.O. Box 3093, Road Town, Tortola, VG1110, British Virgin Islands. The Company was
dissolved on 26 October 2020.
It also 100% owned Doctor at Hand Diagnostics Limited (formerly Internet Hospital Limited) up to the date of
31 January 2020 when it sold a 50% shareholding. Doctor at Hand Diagnostics Limited is a digital healthcare service
company registered in England and Wales whose registered office address is 5 Old Broad Street, London, EC2N 1AD.
Auditors Report and Independence Declaration
92 doctor care anywhere annual report 2020
Independent Auditor’s Report
to the Members of Doctor Care Anywhere Group Limited
Independent auditor’s report to the members of Doctor Care Anywhere
Group Plc
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of Doctor Care Anywhere Group Plc (the ‘parent company’)
and its subsidiaries (the ‘Group’) for the year ended 31 December 2020, which comprise the
consolidated statement of comprehensive income, consolidated statement of financial position,
company statement of financial position, consolidated statement of changes in equity, company
statement of changes in equity, consolidated statement of cash flows, company statement of cash
flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006
and, as regards the parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the parent
company’s affairs as at 31 December 2020 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006;
the parent company financial statements have been properly prepared in accordance with
international accounting standards in conformity with the requirements of the Companies Act 2006
and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s
responsibilities for the audit of the financial statements’ section of our report. We are independent of the
Group and the parent company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s and the parent company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit
evidence obtained up to the date of our report. However, future events or conditions may cause the
Group or the parent company to cease to continue as a going concern.
Our evaluation of the directors’ assessment of the Group’s and the parent company’s ability to continue
to adopt the going concern basis of accounting included challenging and corroborating the cash position
of £38.4m as at 31 December 2020, performance subsequent to the reporting date and projections for
the period of at least twelve months from the date of approval of the financial statements. We have also
considered the historical accuracy of forecasts provided by management and the assumptions used to
generate forecasts. We have assessed management’s sensitivities that show that even in severe but
doctor care anywhere annual report 2020 93
plausible scenarios where the Group significantly underperforms against its forecasts, it would have
sufficient cash resources on hand to continue to meet its liabilities as they fall due.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the
Group’s and the parent company’s business model including effects arising from macro-economic
uncertainties such as Brexit and Covid-19, we assessed and challenged the reasonableness of
estimates made by the directors and the related disclosures and analysed how those risks might affect
the Group’s and the parent company’s financial resources or ability to continue operations over the
going concern period.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the
parent company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
The responsibilities of the directors with respect to going concern are described in the ‘Responsibilities
of directors for the financial statements’ section of this report.
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £250,000
Parent company: £227,000
Our determination of materiality was based on consideration of a
number of benchmarks which we believe to be of importance to
the users of the financial statements, most notably the Group’s
revenue for Group materiality and the parent company’s total
assets for parent company materiality.
Materiality
Key audit
matters
Key audit matter was identified as:
Scoping
• Capitalisation of intangible assets relating to internally
generated software assets.
Our auditor’s report for the nine-month period ended 31
December 2019 did not include key audit matters.
The Group engagement team performed full-scope audits in
respect of the financial statements of the parent company and the
financial information of the other two significant components in
the Group, Doctor Care Anywhere Limited and DCA Innovation
Limited. Analytical procedures were performed in respect of the
financial information of the non-significant components.
94 doctor care anywhere annual report 2020
Independent Auditor’s Report
cont.
Key audit matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
that we identified. These matters included
those that had the greatest effect on: the
overall audit strategy; the allocation of
resources in the audit; and directing the
efforts of the engagement team. These
matters were addressed in the context of our
audit of the financial statements as a whole,
and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Description
Audit
reponse
KAM
Disclosures Our results
In the graph below, we have presented the key audit matter, significant risks and the going concern risk
relevant to the audit.
High
Potential
financial
statement
impact
Low
Low
Capitalisation of intangible assets
relating to internally generated software
Carrying value of
intangible assets
Improper revenue
recognition
Accounting for non-
routine transactions
Going
concern
Management
override of controls
Extent of management judgement
High
Key audit matter
Significant risk
Going concern risk
Key Audit Matter – Group
How our scope addressed the matter – Group
Capitalisation of intangible assets relating to
internally generated software assets
We identified capitalisation of intangible assets
relating to internally generated software assets as
one of the most significant assessed risks of
material misstatement due to error.
At the year end the Group had £3.6m (31
December 2019: £3.4m) of intangible assets
relating to internally generated software assets.
There is a high risk of material misstatement
relating to the valuation, allocation and accuracy
of intangible assets due to the significant
judgements made by management.
In responding to the key audit matter, we
performed the following audit procedures:
• assessing software development activities
alongside the qualifying nature of the projects
to ensure that capitalisation is in accordance
with the recognition criteria for capitalisation
under IAS 38;
• held discussions with developers and project
managers around their activities to develop
our own assessment as to whether to whether
the employee cost capitalised was
appropriate;
• agreeing and recalculating amounts
capitalised to underlying payroll records and
doctor care anywhere annual report 2020 95
Key Audit Matter – Group
How our scope addressed the matter – Group
Management make judgements in relations to the
recognition criteria set out in IAS 38 ‘Intangible
Assets’.
Management consider that there is one cash
generating unit (CGU) and so all intangible assets
are allocated to this CGU.
Relevant disclosures in the Annual Report
2020
The Group’s accounting policy on intangible
assets is shown in Note 2.6 to the financial
statements and related disclosures are included
in Note 14.
Our application of materiality
discussions with developers and project
managers on a sample basis;
• assessment of management’s cash flow
forecasts, including challenging assumptions
used in the calculations through comparison
to prior year forecasts and results achieved,
supporting the generation of future economic
benefits from the capitalised costs; and
• assessment of management’s rationale for a
single cash generating unit.
Our results
Our testing did not identify any material
misstatements in the recognition value of the
capitalised development costs in accordance with
IAS 38 or the Group’s stated accounting policies.
We apply the concept of materiality both in planning and performing the audit, and in evaluating the
effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial
statements and in forming the opinion in the auditor’s report.
Materiality was determined as follows:
Materiality measure Group
Parent company
Materiality for
financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial
statements that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of these financial
statements. We use materiality in determining the nature, timing and extent
of our audit work.
Materiality threshold
£250,000
£227,000
Our determination of materiality was
based on consideration of a number
of benchmarks which we believe to
be of importance to the users of the
financial statements, most notably
the Group’s revenue.
Significant judgements
made by auditor in
determining the
materiality
In determining materiality, we
considered a range of benchmarks
including the Group’s revenue, loss
before tax and total assets.
Revenue is considered particularly
important due to the significant level
of user focus on this figure in
assessing the Groups future
prospects and in assessing the
controllable aspects of the Group’s
performance during the year.
The level of materiality was not
determined by the application of a
specific measurement percentage to
any single benchmark; rather the
Our determination of materiality was
based on consideration of a number
of benchmarks which we believe to
be of importance to the users of the
financial statements, most notably
the parent company’s total assets.
Parent company materiality was
capped at its component materiality
for Group purposes.
In determining materiality, we
considered a range of benchmarks
including the parent company’s total
assets and loss before tax.
Total assets is considered
particularly important as the parent
company is a holding company.
The level of materiality was not
determined by the application of a
specific measurement percentage to
any single benchmark; rather the
appropriate amount of materiality
was determined to be £227,000
based on an assessment of the
financial statements, and this amount
was evaluated for appropriateness
96 doctor care anywhere annual report 2020
Independent Auditor’s Report
cont.
Materiality measure Group
appropriate amount of materiality
was determined to be £250,000
based on an assessment of the
financial statements, and this amount
was evaluated for appropriateness
by reference to a range of key
benchmarks.
Materiality for the current year is
higher than the level that we
determined for the period ended 31
December 2019 to reflect the
increase in the Group’s revenue, loss
before tax and total assets.
Parent company
by reference to a range of key
benchmarks.
Materiality for the current year is
higher than the level that we
determined for the period ended 31
December 2019 to reflect the
increase in the parent company’s
loss before tax and net assets, and
the capping referred to above.
Performance
materiality used to
drive the extent of
our testing
We set performance materiality at an amount less than materiality for the
financial statements as a whole to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance
materiality threshold
£187,500, which is 75% of financial
statement materiality.
£170,250, which is 75% of financial
statement materiality.
Significant judgements
made by auditor in
determining the
performance
materiality
In determining performance
materiality, we noted from our risk
assessment procedures that the
Group’s effective control environment
had lead to limited control findings
and misstatements in prior periods.
As such we judged that performance
materiality should be maintained at
75%.
In determining performance
materiality, we noted from our risk
assessment procedures that the
Group’s effective control environment
had lead to limited control findings
and misstatements in prior periods.
As such we judged that performance
materiality should be maintained at
75%.
Specific materiality We determine specific materiality for one or more particular classes of
transactions, account balances or disclosures for which misstatements of
lesser amounts than materiality for the financial statements as a whole could
reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
Specific materiality
We determined a lower level of
specific materiality for the following
areas:
We determined a lower level of
specific materiality for the following
areas:
Communication of
misstatements to the
audit committee
Threshold for
communication
Related party transactions, including
key management and directors’
remuneration
Related party transactions, including
key management and directors’
remuneration
We determine a threshold for reporting unadjusted differences to the audit
committee.
£12,500 and misstatements below
that threshold that, in our view,
warrant reporting on qualitative
grounds.
£11,350 and misstatements below
that threshold that, in our view,
warrant reporting on qualitative
grounds.
The graph below illustrates how performance materiality interacts with our overall materiality and the
tolerance for potential uncorrected misstatements.
Overall materiality – Group
Overall materiality – Parent company
doctor care anywhere annual report 2020 97
Loss before
tax
£31,367k
PM
£187.5k,
75%
FSM
£250k, 0.8%
Loss before
tax
£26,576k
PM
£170.3k,
75%
FSM
£227k, 0.9%
TFPUM
£62.5k, 25%
TFPUM
£56.7k, 25%
FSM: Financial statements materiality, PM: Performance materiality, TFPUM: Tolerance for potential uncorrected
misstatements
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the Group’s and the parent
company’s business and in particular matters related to:
Understanding the Group, its components, and their environments, including Group-wide controls
•
•
the Group engagement team obtained an understanding of the Group and its environment, including
Group-wide controls, and assessed the risks of material misstatement at the Group level;
the Group has centralised processes and controls across all of its components. Group management
is responsible for all judgemental processes and significant risk areas. All accounting is centralised
and we tailored our audit response accordingly, with all audit work being undertaken by the Group
engagement team. In assessing the risk of material misstatement to the Group financial statements,
we considered the transactions undertaken by each component and therefore where the focus of our
work was required.
Identifying significant components
•
the Group engagement team evaluated the identified components to assess their significance and
determined the planned audit response based on a measure of materiality. The significance was
determined as a percentage of the Group’s total assets, revenues and profit or loss before taxation,
or based on qualitative factors, such as the component’s specific nature or circumstances;
• The parent company, Doctor Care Anywhere Limited and DCA Innovation Limited were identified as
significant components in the Group, and Synergix Health (Services) Limited and Doctor at Hand
Diagnostics Limited (a Joint Venture) were identified as non-significant components.
Type of work to be performed on financial information of parent and other components (including how it
addressed the key audit matters)
•
the audit approach for components determined to be significant and components determined not to
be significant was determined based on their relative materiality to the Group and our assessment of
audit risk. The audit approaches were as follows:
-
-
for the significant components: an audit of the financial information of the component using
component materiality (full-scope audit); and
for non-significant components: analytical procedures at Group level (analytical procedures).
98 doctor care anywhere annual report 2020
Independent Auditor’s Report
cont.
•
the key audit matter for the Group was identified in the DCA Innovation Limited component and was
considered in setting the scope of the audit, being capitalisation of intangible assets relating to
internally generated software.
Performance of our audit
•
full scope audits were performed in respect of the financial statements of the parent company and of
the financial information of the two other significant components, covering 100% of the Group’s
revenue and 100% of the Group’s net assets. Analytical procedures were performed on the
remaining components in the Group;
• all audit procedures were conducted by the Group engagement team.
Changes in approach from previous period
There are no changes in our approach from the previous period
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the
other information. 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.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
doctor care anywhere annual report 2020 99
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
parent company’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 the parent company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are 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 ISAs (UK) 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 these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk
that material misstatements in the financial statements may not be detected, even though the audit is
properly planned and performed in accordance with the ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed
below:
• We enquired of management about all the laws and regulations which are required to be complied
by the Group and based on our enquiry they are required to comply the following laws and
regulations:
-
-
-
Doctor Care Anywhere Group Plc is incorporated in the UK and has adopted international
accounting standards in conformity with the requirements of the Companies Act 2006 and the
Companies Act in the preparation of the financial statements for the Group and the parent
company;
Doctor Care Anywhere Group Plc is listed on the Australian Securities Exchange (ASX) and is
required to comply with the ASX Listing Rules;
Doctor Care Anywhere Group Plc is also required to comply with other laws and regulations in
the UK and Australia including those relating to employment, corporation tax, health and safety,
data protection and modern slavery, and equivalent laws in all respective countries of operation.
• We have assessed the Annual report for compliance with the ASX Listing Rules, which the Group is
required to conform to.
• We assessed the susceptibility of the Group's financial statements to material misstatement, including
how fraud might occur, by meeting with management from different parts of the business to understand
where they considered there was a susceptibility of fraud. We also considered performance targets
and their propensity to influence efforts made by management to manage earnings. We considered
the controls that the Group has established to address risks identified, or that otherwise prevent and
100 doctor care anywhere annual report 2020
Independent Auditor’s Report
cont.
detect fraud, and how senior management monitors those controls. Where the risk was considered to
be higher, we performed audit procedures to address each identified fraud risk.
• Our audit procedures involved: journal entry testing, with a focus on manual consolidation journals
and journals indicating large or unusual transactions based on our understanding of the business. In
addition, we completed audit procedures to conclude on the compliance with disclosures required by
the financial reporting framework in the annual report.
• We enquired from management on any non-compliance, notification from HMRC (and its equivalent
authority in Australia), and legal notices received during the year. We reviewed the legal and
professional expenses ledger to identify any lawyer’s fees or other professional fees specifically for
any matters relating to non-compliance. During the course of our audit procedures we have not
identified any specific non-compliance.
• The engagement team collectively had sufficient audit experience as well as the appropriate
competence and capabilities to identify and recognise non-compliance with laws and regulations.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Nicholas Page
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
30 March 2021
doctor care anywhere annual report 2020 101
Corporate Directory
Directors
Jonathan Baines
Chairman and Executive Director
Dr Bayju Thakar
Chief Executive Officer and Managing Director
Romana Abdin
Independent Non-Executive Director
Simon Calver
Non-Executive Director
Richard Dammery
Independent Non-Executive Director
David Ravech
Non-Executive Director
Leanne Rowe
Independent Non-Executive Director
Vanessa Wallace
Independent Non-Executive Director
Daniel Curran
Chief Financial Officer and Company Secretary
Principal Registered Office in the United Kingdom
13–15 Bouverie Street
2nd Floor
London, England, EC4Y 8DP
Share Register
Computershare Investor Services Pty Ltd
452 Johnston Street
Abbotsford VIC 3067
Ph: +61 3 9415 4000
Auditor
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
Stock Exchange Listing
Doctor Care Anywhere Group PLC shares are listed on the Australian Securities Exchange
(Listing code: DOC)
Website
www.doctorcareanywhere.com
Company Number: 08915336
ARBN: 645 163 873
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