Resonance Health Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
Resonance Health Limited
ABN:
96 006 762 492
Reporting period:
For the year ended 30 June 2024
Previous period:
For the year ended 30 June 2023
2. Results for announcement to the market
2024
2023
Change
Change
$
$
$
%
Revenues from ordinary activities
8,589,490
4,404,360
4,185,130
95%
Profit/(Loss) from ordinary activities after tax attributable to
the owners of Resonance Health Limited
169,303
(780,361)
949,664
n/a
Profit/(Loss) for the year attributable to the owners of
Resonance Health Limited
169,303
(780,361)
949,664
n/a
2024
2023
Cents
Cents
Basic profit/(loss) per share
0.04
(0.17)
Diluted profit/(loss) per share
0.04
(0.17)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The profit for the Group after providing for income tax amounted to $169,303 (30 June 2023: $780,361 loss).
3. Net tangible assets
Reporting
period
Previous
period
Cents
Cents
Net tangible assets per ordinary security
0.13
1.57
4. Control gained over entities
On 31 May 2024 the Company completed the acquisition of TrialsWest Pty Ltd. The contribution of TrialsWest to the
Group’s profit from ordinary activities from 1 June 2024 was $97,869.
5. Loss of control over entities
Not applicable.
Resonance Health Limited
Appendix 4E
Preliminary final report
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unmodified opinion has been issued.
11. Attachments
Details of attachments (if any):
The Annual Report of Resonance Health Limited for the year ended 30 June 2024 is attached.
12. Signed
______________________________
Signed
Date: 29 August 2024
Dr Martin Blake
Chairman
Perth, Western Australia
Resonance Health Limited
ABN 96 006 762 492
Annual Report - 30 June 2024
Resonance Health Limited
Chairmans letter to shareholders
30 June 2024
1
Dear Fellow Shareholders,
On behalf of the Board of Directors of Resonance Health Limited (Resonance Health or Company), it is with great pleasure
that I present to you our 2024 Annual Report.
Resonance Health is a leading healthcare technology and services company. The Company’s services are used globally by
clinicians in the management of human diseases and by pharmaceutical and therapeutic companies in their clinical trials.
Our Company’s operational focus is on developing and delivering world class quantitative imaging assessments essential in
managing diseases and drug development.
The 2024 financial year was one of significant change for the Company, it saw record analysis volumes for our medical
device products, a significant clinical trial contract awarded to our Resonance Clinical business, and the acquisition of
TrialsWest, all with a renewed focus on making inroads into the clinical trial ecosystem. These changes along with a
strong focus on growth and returns resulted in a record financial result for the Company with revenues up 95% to $8.6M,
and generating net positive operating cashflow of $1.39M.
The Company also continued its extended proof of concept (EPoC) trial for the flagship new product development of non-
invasive MRI Liver Fibrosis assessment. The global market for a granular, standardized, non-invasive MRI Liver Fibrosis
measurement is significant, particularly in light of the growth in drug development in the metabolic disease space.
I believe our strategy of investing in the 3 businesses that make up Resonance, being the Software as a Medical Device
(SaMD) business, Resonance Clinical, and Clinical Trial Site Management (TrialsWest), has built a strong platform for both
organic and acquisitive growth in future periods.
On behalf of the Board, I would like to thank our employees for their efforts and outstanding work during the year. I
would also like to thank the patients who used our services and importantly the large group of clinicians and researchers
who supported our business.
Yours Sincerely
Dr Martin Blake
Chairman
Resonance Health Limited
CEO's letter to shareholders
30 June 2024
2
Dear Fellow Shareholders,
In last year’s letter I outlined a strategy and course of action to deliver shareholder value and a platform for growth in
earnings through existing products and customers, expansion of services to clinical trial customers, and sensible accretive
acquisitions that add to scale.
We set out to reorganize senior management of the Company, listen to the voice of our customers, and re-focus our
efforts on the clinical trials market.
During the period we made a number of strides in this endeavor:
•
We appointed a new CFO and VP of Business Development, several engineers, data scientists and scientists to
our R&D team, and a number of people left the business
•
Our Clinical Research Organisation (CRO) business won a $6.33M 18-month clinical trial management agreement
with a major global pharma company
•
We made progress on our Extended Proof of Concept to develop a non-invasive MRI liver fibrosis measurement
tool
•
We generated record revenues of $8.6M up 95% or $4.2M from FY23
•
The business generated positive operating cash flow of $1.39M during the period up 985% from FY23 of ($157k)
•
We completed the successful acquisition of the TrialsWest business and opened a new trial site in Aug 2024
•
We generated statutory EBIDTA of ($0.1M) and normalized operating EBITDA* of $0.7M
On the shoulders of these wonderful results, we expect an even more successful year in FY25 with a full year contribution
from TrialsWest, continuing growth in demand for our medical software devices, and the opportunity to bid for further
clinical trial management projects.
With a focus on expanding further into the clinical trials ecosystem, and the strong growth opportunities of our 3 business
streams we have laid the foundation for shareholder returns in future periods.
I continue to have great confidence in the future of our business and extend my thanks to each of our staff for their
contributions to the success of the Company and our performance in FY24. I would also like to thank our shareholders for
their faith in the Company.
Yours Sincerely
Andrew Harrison
CEO
Note: calculated as statutory EBITDA adjusted for share based payments.
Resonance Health Limited
Contents
30 June 2024
3
Corporate directory
4
Directors' report
5
Auditor's independence declaration
21
Consolidated statement of profit or loss and other comprehensive income
22
Consolidated statement of financial position
23
Consolidated statement of changes in equity
24
Consolidated statement of cash flows
25
Notes to the consolidated financial statements
26
Consolidated entity disclosure statement
58
Directors' declaration
59
Independent auditor's report to the members of Resonance Health Limited
60
Shareholder information
65
Resonance Health Limited
Corporate directory
30 June 2024
4
Directors
Dr Martin Blake - Non-executive Chairman
Mr Simon Panton - Non-executive Director
Dr Travis Baroni - Non-executive Director
Mr Aaron Brinkworth - Non-executive Director
Mr Mitchell Wells - Non-executive Director
Chief Executive Officer
Mr Andrew Harrison
Company Secretary
Mr Mitchell Wells
Registered office
Level 1
141-143 Burswood Road
BURSWOOD WA 6100
T: +61 8 9286 5300
F: +61 8 9286 5399
Principal place of business
Level 1
141-143 Burswood Road
BURSWOOD WA 6100
T: +61 8 9286 5300
F: +61 8 9286 5399
Share register
Automic Group
Level 5
191 St Georges Terrace
Perth WA 6000
Telephone: 1300 288 664
Auditor
HLB Mann Judd
Level 4
130 Stirling Street
Perth WA 6000
Solicitors
Steinepreis Paganin
Level 4
The Reed Building
16 Milligan Street
Perth WA 6000
Bankers
National Australia Bank Limited
Stock exchange listing
Resonance Health Limited shares are listed on the Australian Securities Exchange
(ASX) (ASX code: RHT)
Websites
www.resonancehealth.com
www.trialswest.com.au
email: info@resonancehealth.com
Resonance Health Limited
Directors' report
30 June 2024
5
The Directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the Group or Resonance Health) consisting of Resonance Health Limited (referred to hereafter also as the
Company or parent entity) and the entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors
The following persons were Directors of Resonance Health Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
Dr Martin Blake
Mr Mitchell Wells
Mr Simon Panton
Dr Travis Baroni
Mr Aaron Brinkworth
Principal activities
The Group’s core business includes the development and commercialisation of software-as-medical-device (SaMD)
technologies and services for the quantitative analysis of radiological images in a regulated and quality-controlled
environment.
The Group’s core SaMD product is FerriScan®, a non-invasive liver analysis technology used for the assessment of iron in
the liver. Other Company SaMDs include Cardiac T2*, for the assessment of iron in the heart, and HepaFat-Scan® for the
assessment of fat in and around the liver. The Company also has several AI-assisted SaMDs including FerriSmart®,
HepaFat-AI, and LiverSmart®.
In addition to its core business, the Group operates as the Clinical Trial Research Organisation (CRO) and local sponsor for
a major global pharma company’s clinical trial in Australia of a new drug compound. The Group is overseeing aspects of
the conduct and delivery of this trial in Australia.
The Group further expanded into the clinical trial ecosystem during the financial year with the acquisition of TrialsWest
Pty Ltd (TrialsWest). TrialsWest is a clinical research centre that partners with some of the world’s leading pharmaceutical
and biotechnology companies to help bring new medicines and vaccines to the global community. Specifically, TrialsWest
offers site management services to the clinical trial market specializing in the delivery of clinical trials in the community.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The profit for the Group after providing for income tax amounted to $169,303 (30 June 2023 $780,361 loss).
Contributing to this result the Group received a $796k R&D tax incentive refund related to FY23 R&D, in June 2024.
The Group continues to invest in R&D, business development, regulatory and quality affairs, and customer service
capabilities to both develop and monetise its technologies and other services globally.
Cash at bank as at 30 June 2024 totalled $6.85 million, in comparison to the 30 June 2023 cash balance of $6.36
million. The Group has $3.17m debt in the form of a secured financing facility, which was used to finance the acquisition
of TrialsWest.
Resonance Health Limited
Directors' report
30 June 2024
6
About Resonance Health
Resonance Health Limited is an Australian healthcare technology and services company. The Group's services are used
globally by clinicians in the management of human diseases and by pharmaceutical and therapeutic companies in their
clinical trials. Resonance Health has gained endorsement by leading physicians worldwide for providing high quality
quantitative assessments essential in managing diseases and drug development.
Resonance Health’s dedication to scientific rigour and quality has enabled it to achieve regulatory clearances for a range
of Software-as-Medical Devices (SaMDs) in the USA, Europe, UK, and Australia, and to proudly carry ISO 13485 certification
for the design and manufacture of medical devices. Regulatory cleared SaMD products, some of which incorporate
Artificial Intelligence (AI), include:
●
FerriScan®, a core-lab product that provides an accurate assessment of liver iron concentration (LIC) through non-
invasive MRI-based technology, for use in the assessment of individuals with iron overload conditions. Internationally
recognised as the gold standard in LIC assessment.
●
FerriSmart®, an AI-trained, non-invasive MRI-based device for the automated real-time assessment of LIC in patients,
calibrated against the global gold standard, FerriScan®.
●
HepaFatScan®, an MRI-based solution which provides a reliable non-invasive assessment of liver-fat in liver tissue for
use in the assessment of individuals with confirmed or suspected fatty-liver-disease.
●
HepaFatSmart®, an AI-trained, non-invasive device for the automated real-time multi-metric assessment of liver-fat
in patients, for the assessment of individuals with confirmed or suspected fatty liver disease.
●
LiverSmart®, an AI-trained, non-invasive MRI-based multi-parametric device combining FerriSmart® and
HepaFatSmart ® into a consolidated report providing accurate assessment of LIC and liver fat.
●
CardiacT2*, the most widely accepted MRI method for assessing heart iron loading. Resonance Health offers a dual
analysis of FerriScan® and CardiacT2*. CardiacT2* is TGA and CE Marking regulatory cleared.
The Group has a development pipeline of additional medical imaging analysis products and services, including the MRI
Liver Fibrosis Project, aimed at accurately assessing the presence and progression of liver fibrosis utilising non-invasive
MRI analysis.
Sales Revenue
Strong demand in diagnostics and clinical trials alongside the commencement of the clinical trial agreement with a major
global pharma company resulted in sales revenue for the year of $8.59 million, a 95% increase on FY2023 of $4.40 million.
This was also reflected in cashflow with total customer receipts for FY24 of $8.11M, versus total customer receipts for
FY23 of $4.33M, an 87% increase. The major global pharma company agreement contributed approximately $3.84 million
in revenue in the period
Geographically, North America, Asia Pacific and the UK were our biggest markets, with the balance of sales mostly spread
across Europe, Asia, and Australia.
Services
The Group provides its products and services to customers in both diagnostic and clinical trial settings. During the year its
products and services were used in over 150 hospitals and MRI centres around the world. Resonance Health’s analysis
reports are an assessment tool used by clinicians when treating patients with chronic iron-overload and fatty-liver
diseases.
Customers in diagnostic settings accounted for less than 33% of revenues, while clinical trial customers accounted for
almost 67% of revenues.
Resonance Health continues to actively engage with the global clinical trial market to build on the successful use of its
products and services. Due to the highly technical and regulated nature of clinical trial services, revenue from these
customers is usually based on multiyear contracts and is higher margin compared to diagnostic customers.
Resonance Health Limited
Directors' report
30 June 2024
7
Summary of Activities
Liver MRI Fibrosis Extended Proof of Concept
The Group continues to make progress on its extended proof of concept (EPoC) for a non-invasive MRI Liver Fibrosis
assessment having entered into agreements with two parties during the year to provide critical data for the Group’s next
phase of testing and research.
The results of the EPoC study, if successful, will allow the Group’s continued engagement with pharmaceutical companies
developing treatments for chronic liver disease, particularly Non-Alcoholic Fatty Liver Disease (NAFLD), to further assess
the commercial potential of the technology. Further, where it is successful, the EPoC study is expected to result in the
development of a Liver MRI Fibrosis tool which can start to be used in clinical trials (for investigative use only) whilst the
product navigates regulatory clearance in domestic and foreign markets.
International advocacy associations and regulators, including the United States Food & Drug Administration (US FDA) and
the LITMUS consortium (Liver Investigation: Testing Marker Utility in Steatohepatitis) in the EU, continue to highlight the
urgent need for the development of new, validated, non-invasive biomarkers to assess liver fibrosis to accelerate drug
development in NAFLD – the most common cause of chronic liver disease.
Other Product Innovations
In addition to Liver MRI Fibrosis, Resonance Health continued to invest in the enhancement of its existing products and
the development of new products through its broader research and development program during the financial year.
Key product enhancements which continued to be progressed included the validation of a materially shortened MRI
imaging protocol for FerriScan® and FerriSmart® with a targeted 75% reduction in patient MRI scanning time, thereby
improving patient experience and increasing scanner throughput.
In addition, significant focus was placed on the ongoing refinement of the machine learning methodology underpinning
FerriSmart® which is expected to offer benefits to customers using this product as well as potentially opening new markets
for the product. It is expected that certain elements of this workstream will also offer potential productivity and cost
efficiencies in undertaking FerriScan® analysis.
Following the development of HepaFatSmart® over recent years, HepaFatScan® reporting was enhanced in the financial
year to mirror that of HepaFatSmart®, and provide a comprehensive, all-in-one multi-metric report that includes; PDFF
(Proton Density Fat Fraction), VLFF (Volumetric Liver Fat Fraction), Steatosis Grade and Liver Fat Distribution Map.
Continuing on from the technical and market success of FerriScan®’s extension to newer 3 Tesla field strength MRI
machines (3T) in August 2022, work continued on the development of a 3T version of the Group's Cardiac-T2* cardiac-
iron assessment device with Cardiac 3T now complete and available for use in clinical trials. Validation and documentation
work continues to allow this technical development to be ready for regulatory submission in the coming financial year.
Resonance Health Limited
Directors' report
30 June 2024
8
Resonance Clinical & Clinical Trials
The Group continued developing and enhancing its clinical trial capability and revenue expansion strategy during the year,
with the Group contracting with a major global pharma company to act as CRO and local Australian sponsor for a clinical
trial in Australia of a new drug compound. Under the contract the Group is overseeing aspects of the conduct and delivery
of this trial in Australia. This clinical trial agreement is worth an estimated $6.33 million in revenue to be derived over an
~18-month period and represents a major step forward in the Group’s strategy to expand its services in the clinical trial
ecosystem. The Group is currently looking at new opportunities to undertake additional clinical trials in Australia.
TrialsWest & Clinical Trials Site Management Services
The Group further expanded into the clinical trial ecosystem during the financial year with the acquisition of TrialsWest.
TrialsWest is a clinical research centre which partners with some of the world’s leading pharmaceutical and biotechnology
companies to help bring new medicines and vaccines to the global community. Specifically, TrialsWest offers site
management services to the clinical trial market specialising in the delivery of clinical trials in the community.
TrialsWest has operated for 12 years, and its founders Dr Helen Pavitt, Michelle Davies, and Prof Peter Bremner are all
well respected in the global clinical trials industry. Under the terms of the sale agreement, they will remain in key
leadership roles at TrialsWest for at least the next three years. It is expected that TrialsWest will be a source of organic
and acquisitive growth going forward as the business looks to expand its presence and actively pursue value accretive
acquisitions in this space. In this regard, TrialsWest expanded its geographic footprint shortly after the end of the financial
year through opening a new trial site in the north of Perth.
Molecular Medicine
The Group continues its exciting work on the ASO (antisense oligonucleotide) R&D project which is aimed at the
development and validation of a suite of ‘cyclophilin-type specific’ targeting drug molecules. A number of mouse-based
trials have been undertaken with key research partners. The Group is currently planning the next phase of trials focussed
on the efficacy of its molecules in both liver and neurological diseases.
Significant changes in the state of affairs
On 31 May 2024 the Company completed the acquisition of TrialsWest Pty Ltd. Under the terms of the agreement the
Company paid $4 million upfront cash consideration. A further $4 million may be payable to the TrialsWest vendors
pursuant to an earnout arrangement – subject to EBITDA performance targets being achieved during FY24 – FY26. The
TrialsWest acquisition was in part funded through a secured debt facility taken out in the period totalling $3.2 million.
In August 2024, the Group announced the expansion of its TrialsWest business with the upcoming opening of a new trial
site in Osborne Park, Western Australia. The addition of this site doubles TrialsWest’s physical site and patient capacity
and is expected to provide TrialsWest with access to Perth’s northern suburbs’ patient catchment area.
The Controlled Placement Agreement (CPA) with Acuity Capital expired during the period, with share buy-back of
20,000,000 shares completing on 17 January 2024.
Other than the above, there were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the Group and the expected results of operations have not been
included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Group.
Resonance Health Limited
Directors' report
30 June 2024
9
Business risks
The Group is subject to risks of both a general nature and ones that are specific to its business activities including, but not
limited to the following:
Revenue risks associated with clinical trials
A significant percentage of the Group's revenue is derived from its technology being used in clinical trials or directly from
CRO services such as the clinical trial services agreement entered into with a major global pharma company. This one
agreement entered accounted for $3.8 million in revenue during the year.
Clinical trials are complex and resource intensive. Even if the Group's products and/or services are used successfully in
clinical trials, these trials can be cancelled or cut short for any number of reasons. This is of particular importance to the
significant revenue expected to be generated by clinical trials as a CRO. The potential risks include:
●
lack of effectiveness of any product candidate during clinical trials;
●
discovery of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues;
●
slower than expected rates of subject recruitment and enrolment rates in clinical trials;
●
difficulty in retaining subjects who have been initiated into a clinical trial but may withdraw at any time;
●
delays in obtaining regulatory authorisation to commence a trial;
●
suspension or termination of a trial by a regulatory agency before or after a trial is commenced; and
●
delays or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective
clinical trial sites.
Cyber security threat from data breach
A cyber security breach has the potential to disrupt the Group's information technology platform which is integral to the
efficient operation of its business. A serious data breach could expose the Group to statutory liability and reputational
damage.
Protection of proprietary technology
The Group's success depends upon it maintaining existing and obtaining new patents along with the protection of its trade
secrets. The Group relies upon a combination of patents, trade secret protection (i.e., know how), and confidentiality
agreements to protect its intellectual property. The Group may also face competition from companies who develop a
substantially similar product to one of its products or proposed products. Many companies have encountered significant
problems in protecting and enforcing intellectual property rights in foreign jurisdictions. The Group has certain products
whose patents will lapse in the coming years which will expose these products to a higher level of potential competition.
Operations in international jurisdictions
The Group operates in a number of international jurisdictions. The majority of its revenues are generated in the USA, UK,
and Europe. Wherever the Group sets up operations it is exposed to a range of multi-jurisdictional risks such as risks
relating to difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regime (including
in relation to taxation and foreign investment and practices of government and regulatory authorities) and other issues in
foreign jurisdictions in which the Group operates. Businesses that operate across multiple jurisdictions face additional
complexities from the unique business requirements in each jurisdiction.
Regulatory and compliance risk
The Group operates in a complex regulatory environment and in jurisdictions that have varying degrees of enactment and
implementation of regulations and are constantly evolving to meet challenges associated with new technology including
in relation to privacy and protected health information. The Group's products are registered or have certain regulatory
approvals in various jurisdictions including the US FDA, Australian TGA, and European CE. A failure to comply with, or
adjust to variations of, regulatory requirements both in Australia and overseas may result in the Company facing
regulatory investigation and/or significant claims, and/or being required to adapt or withdraw certain products, which
may adversely affect the Group's revenues.
Resonance Health Limited
Directors' report
30 June 2024
10
Dependence upon key personnel
The Group depends on the talent and experience of key personnel to deliver on its business strategy. If key personnel
leave, it may be difficult to replace them, or to do so in a timely manner or at a comparable expense. Any key personnel
who leave to work for a competitor may adversely impact the Group. Additionally, increases in recruitment, wages and
contractor costs may adversely impact upon the financial performance of the Group.
Reliance on Customers
Due to the nature of the Company’s business, we are dependent on a limited number of key customers for a significant
portion of our revenues. A cancellation of a significant order by any of these customers, the loss of any such customers
for any reason or the insolvency of any such customers could significantly reduce the Company’s ongoing revenue and/or
profitability and could materially and adversely affect the Company’s financial condition. To manage credit risk and
exposure for these key customers, we monitor the level of accounts receivable outstanding to any individual customer at
a point in time, as well as performing credit checks on new customers where it is deemed appropriate.
Ongoing financing facility
The group has a significant debt financing facility that is subject to various terms and conditions. There is the risk that this
financing facility may not be available in the future or the terms of these facilities could be breached. Any adverse event
would have a detrimental impact on the Group’s long-term growth and ability to achieve is cashflow forecasts. The group
aims to manages its cashflows and finances to comply with the terms of the financing facility and covenants and aims to
maintain sufficient liquidity for the business to continue as a going concern. Moreover, the Group regularly engages with
its financiers to maintain good relationships.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on Directors
Name:
Dr Martin Blake
Title:
Chair - Non-executive and Independent
Appointed 3 October 2007
Qualifications:
MBBS, FRANZCR, FAANMS, MBA, FAICD
Experience and expertise:
Dr Blake is a Radiologist and Nuclear Physician who brings significant technical and
industry experience to Resonance Health. He has been a Partner of Perth
Radiological Clinic since 1997. Dr Blake has an MBA from Melbourne University, is a
Fellow of the Australian Institute of Company Directors, and holds directorships on a
number of private Company boards.
Other current listed directorships: None
Former listed directorships (last 3
years):
None
Special responsibilities:
Chair of the Board of Directors
Member of the Remuneration & Nomination Committee
Member of the Audit & Risk Committee
Interests in shares:
6,464,677 ordinary shares
Interests in options:
None
Resonance Health Limited
Directors' report
30 June 2024
11
Name:
Mr Mitchell Wells
Title:
Director - Non-executive and not Independent, Company Secretary
Appointed 28 February 2018, Managing Director from 1 July 2021 to 1 July 2023
Qualifications:
L.LB, B.Comm, Dip. Aviation
Experience and expertise:
Mr Wells is an experienced senior executive and a qualified lawyer with commercial
and legal experience in Australia, the United States of America and the United
Kingdom. He has served as a Director and worked as a senior executive of public and
private companies including ASX and US Nasdaq listed public companies. He has
served as Chair of two large non-profit organisations and has previously served as the
Company Secretary of two ASX listed public companies and as the corporate
secretary of a US Nasdaq listed public company.
Other current listed directorships: None
Former listed directorships (last 3
years):
None
Special responsibilities:
Director and Company Secretary of Group companies
Interests in shares:
1,610,000 ordinary shares
Interest in options:
none
Interests in performance rights:
1,220,000 performance rights with service based vesting conditions.
Name:
Mr Simon Panton
Title:
Director - Non-executive and not Independent
Appointed 5 October 2009
Qualifications:
None
Experience and expertise:
Mr Panton has been a strong supporter of the Company and its technologies over a
number of years and is a major shareholder of Resonance Health. Mr Panton brings
skills in business and marketing having run his own successful business.
Other current listed directorships: None
Former listed directorships (last 3
years):
None
Special responsibilities:
Member of the Audit & Risk Committee
Member of the Remuneration & Nomination Committee
Interests in shares:
74,846,350 ordinary shares
Interests in options:
None
Name:
Dr Travis Baroni
Title:
Director - Non-Executive and Independent
Appointed 25 November 2016
Qualifications:
BSc (Hons), PhD
Experience and expertise:
Dr Baroni has broad experience across industrial research, commercialisation of
technology, asset valuations and investment banking services. He has a bachelor's
degree and PhD in applied physics from The University of Western Australia and
managed innovation development and technology strategy in a large company
setting as well as being an active investor in early-stage investments. He has worked
in investment banking, providing advisory services to equity capital market
transactions, corporate research and valuations to clients.
Other current listed directorships: None
Former listed directorships (last 3
years):
None
Special responsibilities:
Chair of the Audit & Risk Committee
Member of the Remuneration & Nomination Committee
Interests in shares:
1,130,000 ordinary shares
Interests in options:
None
Resonance Health Limited
Directors' report
30 June 2024
12
Name:
Mr Aaron Brinkworth
Title:
Director - Non-executive and Independent
Appointed 27 March 2023
Qualifications:
BHlthSc, GAICD
Experience and expertise:
Mr Brinkworth had a 22-year career with Gilead Sciences, Inc. (Nasdaq: GILD) (Gilead)
during which time the company grew from a small biotech-pharma company to a
multi-billion-dollar global company with annual sales of over USD $27 billion. He held
several commercial, licensing, and patient access roles at Gilead, including that of
Executive Director – Global Patient Solutions, where he was responsible for
commercial and access strategies for emerging markets. He led Gilead’s commercial
and access operations in the Asia Pacific (APAC) where he managed a geographically
dispersed team and partners across 31 APAC countries. He completed Gilead’s Senior
Leadership Development Program, has a bachelor’s degree in Health Sciences from
Edith Cowan University and also serves on a large sized NFP Board for The Royal
Lifesaving Society of Western Australia since 2020. He is a graduate of the AICD
Company Directors course and maintains active membership of the AICD.
Other current listed directorships: None
Former listed directorships (last 3
years):
None
Special responsibilities:
Chair of Remuneration & Nomination Committee
Interests in shares:
300,000 ordinary shares
Interests in options:
None
'Other current listed directorships' quoted above are current directorships for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
'Former listed directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only
and excludes directorships of all other types of entities, unless otherwise stated.
Company Secretary
Mr Mitchell Wells - L.LB, B.Comm, Dip. Aviation (CPL)
Experience: see above.
Meetings of Directors
The number of meetings of the Company's Board of Directors (Board) and of each Board committee held during the year
ended 30 June 2024, and the number of meetings attended by each Director were:
Full Board
Remuneration Committee Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Dr M Blake
11
11
2
2
2
2
Mr M Wells
11
11
*
*
*
*
Mr S Panton
11
11
2
2
2
2
Dr T Baroni
11
11
2
2
2
2
Mr A Brinkworth
11
11
2
2
-
-
* Mr Wells attended Committee meetings in his capacity as Company Secretary of the Company and various Group companies.
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
Resonance Health Limited
Directors' report
30 June 2023
13
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional information
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and
appropriate for the size of the Group and the results delivered. The framework aims to align executive reward with the
achievement of operational, strategic and quality objectives and the creation of value for shareholders, and it aims to
conform to the market best practice for the delivery of reward.
During the year, the Company engaged specialist remuneration consultants ‘The Reward Practice’ to conduct an
independent third-party review of the Group’s remuneration practices consistent with the Board’s aspiration of
conformance with best remuneration practices. The Chair of the Remuneration & Nomination Committee and the
Company Secretary attended several meetings with The Reward Practice during the year and reported to the Board on
the progress of the review which, at year end, was continuing.
Among other things the independent remuneration review is looking at the employee incentive program which will be
updated and presented to shareholders for approval at the 2024 AGM. Employee long-term equity incentives, most
notably performance rights and loan shares, are part of the review. The consultants will also assess and benchmark
Director remuneration as part of their review, but this work was not complete at the end of the year.
The Board aims to ensure that executive reward satisfies the following key criteria for good reward governance practices:
●
set competitive remuneration packages to attract high calibre employees in the context of the Group’s financial
capability, prevailing market conditions, particular experience of the individual concerned and the overall
performance of the Group; and
●
reward employees for retention and performance to better enable long-term growth in shareholder wealth, with
the objective of facilitating maximum stakeholder benefit from the retention of a high-quality board and executive
team.
The Remuneration & Nomination Committee is responsible for determining and reviewing remuneration arrangements
for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.
The Remuneration & Nomination Committee aims to structure an executive remuneration framework that is market
competitive and aligns executive reward to shareholders’ interests. The Board consider that it can enhance shareholders’
interests by:
●
having positive EBITDA and/or economic profit as a component of reward design
●
focusing on sustained growth in shareholder wealth, with the aspiration of future dividends, growth in share price,
and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers
of value (e.g. quality and safety)
●
attracting and retaining high calibre executives and directors
Resonance Health Limited
Directors' report
30 June 2024
14
Additionally, the reward framework seeks to enhance executive loyalty and retention and their interests by:
●
rewarding capability and experience and loyalty in tenure with the Group
●
reflecting competitive reward for contribution to performance and growth in shareholder wealth
●
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director
remuneration is separate, noting that at present the Company does not have any executive Directors.
Non-executive Director’s remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain
Directors of a high calibre, whilst incurring a cost that is reasonable for the size of the Company and acceptable to
shareholders.
Non-executive directors’ fees not exceeding an aggregate of $250,000 per annum have been approved by the Company
in a general meeting. The Board is potentially seeking to increase this amount given the growth in the size of the Board in
recent years and the growth being experienced by the Group.
The amount of aggregate remuneration sought to be approved by shareholders and the way it is apportioned amongst
Directors is reviewed periodically and is currently being reviewed by the independent remuneration consultants engaged
by the Group during the year. The Board considers fees paid to non-executive directors of comparable companies when
undertaking the review process.
Each of the non-executive Directors receives a fixed fee for their services as directors. There is no direct link between
remuneration paid to any of the Directors and corporate performance.
Executive remuneration
The Group aims to reward executives based on their position, responsibility and tenure, with a level and mix of
remuneration that has both fixed and variable components.
The executive remuneration and reward framework has up to four components:
●
base pay and non-monetary benefits
●
short-term performance incentives
●
share-based payments
●
other remuneration such as superannuation and long service leave
The combination of these comprises the executive’s total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is reviewed annually by the
Remuneration & Nomination Committee based on individual and business unit performance, the overall performance of
the Group and comparable market remunerations.
Short-term incentives (STI) are designed to align the commercial, quality and strategic targets of the Group with the
executives’ STI award. STI payments may be granted to executives based on specific annual targets and key performance
indicators (KPI’s) being achieved. KPI’s may include indicators such as profit contribution, customer satisfaction, leadership
and product management.
Long-term incentives (LTI) include long service leave and share-based payments including the issue of performance rights
and loan shares. The LTI structure for the Group is the subject of particular focus of the third-party independent
remuneration review currently being conducted. LTI’s are particularly important as they seek to ensure long tenure of
skilled and experienced personnel.
All bonuses and incentives are linked to predetermined performance and/or retention criteria. The Board may, however,
exercise its discretion in relation to approving incentives and bonuses.
Resonance Health Limited
Directors' report
30 June 2024
15
The Remuneration & Nomination Committee is of the opinion that the improvement in certain financial results such as
increased revenue and profitability can be attributed in part to the adoption of performance-based compensation and is
satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years.
Adoption of Remuneration Report
The remuneration report for the year ended 30 June 2023 was adopted at the 2023 AGM, with 98.6% of shareholders
voting for adoption.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following Directors of Resonance Health Limited:
●
Dr Martin Blake
●
Mr Mitchell Wells
●
Mr Simon Panton
●
Dr Travis Baroni
●
Mr Aaron Brinkworth
And the following persons:
●
Mr Andrew Harrison – Chief Executive Officer
●
Mr Benjamin Carruthers – Chief Financial Officer
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Long
service
Equity-
and fees
bonus
Monetary
annuation
leave
settled
Total
2024
$
$
$
$
$
$
$
Non-Executive Directors:
Dr M Blake
60,000
-
-
6,600
-
-
66,600
Mr S Panton
40,000
-
-
4,400
-
-
44,400
Dr T Baroni
40,000
-
-
4,400
-
-
44,400
Mr A Brinkworth
40,000
-
-
4,400
-
-
44,400
Mr M Wells**
269,093
-
-
6,850
-
46,382
322,325
Other Key Management
Personnel:
Mr A Harrison
342,308
-
9,408
13,173
-
161,129*
526,018
Mr B Carruthers
166,549
-
9,504
17,723
-
111,179*
304,955
957,950
-
18,912
57,546
-
318,690
1,353,098
* A Harrison and B Carruthers were issued a combined 3,788,709 performance rights during the year, which were subsequently cancelled on 28 June
2024 prior to meeting any of the vesting conditions. AASB 2 requires the value of any performance rights cancelled to be expensed in full at the time
they are cancelled, but no actual benefit was received by either person.
** M Wells transitioned from Managing Director to Non-Executive Director from 1 July 2023 but continues to provide consulting services to the Group.
Resonance Health Limited
Directors' report
30 June 2024
16
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Long service
Equity-
and fees
bonus
monetary
annuation
leave
settled
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors:
Dr M Blake
54,299
-
-
5,701
-
-
60,000
Mr S Panton
36,199
-
-
3,801
-
-
40,000
Dr T Baroni
36,199
-
-
3,801
-
-
40,000
Mr A Brinkworth
10,538
-
-
1,106
-
-
11,644
Executive Directors:
Mr M Wells
249,412
-
-
25,146
-
48,325
322,883
Other Key Management
Personnel:
Mr N Allan
219,655
-
-
23,064
-
-
242,719
606,302
-
-
62,619
-
48,325
717,246
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
Remuneration linked to
performance
Name
2024
2023
2024
2023
Non-Executive Directors:
Dr M Blake
100%
100%
-
-
Mr S Panton
100%
100%
-
-
Dr T Baroni
100%
100%
-
-
Mr A Brinkworth
100%
100%
-
-
Executive Directors:
Mr M Wells
86%
85%
14%
15%
Other Key Management Personnel:
Mr A Harrison
69%
n/a
31%
n/a
Mr B Carruthers
64%
n/a
36%
n/a
Mr N Allen
n/a
100%
n/a
-
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Mr Andrew Harrison
Title:
Chief Executive Officer
Agreement commenced:
1 July 2023
Details:
The employment agreement provides for a salary of $400,000 plus superannuation
and a termination notice of 3 months by the Company or Mr Harrison. In addition,
Mr Harrison shall receive annual STIs up to 30% of his base salary subject to KPIs and
an annual LTIs up to 30% of his base salary subject to vesting conditions.
Resonance Health Limited
Directors' report
30 June 2023
17
Name:
Mr Benjamin Carruthers
Title:
Chief Financial Officer
Agreement commenced:
9 October 2023
Details:
The employment agreement provides for a salary of $272,601 plus superannuation
and a termination notice of 3 months by the Company or Mr Carruthers. In addition,
Mr Carruthers shall receive annual STIs up to 20% of his base salary subject to KPIs
and annual LTIs with a value yet to be determined and subject to vesting conditions
to be determined.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
Mitchell Wells had 610,000 performance rights vest and convert to shares during the period. Mr Wells served as Managing
Director until 30 June 2023, and he continues to provide consulting services to the Group.
Apart from the above, there were no shares issued to Directors and other key management personnel as part of
compensation during the year ended 30 June 2024.
Options
There were no options over ordinary shares issued to Directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2024.
There were no options over ordinary shares granted to or vested by Directors and other key management personnel as
part of compensation during the year ended 30 June 2024.
Performance rights
There were 5,618,709 performance rights over ordinary shares issued to Directors and other key management personnel
during the year ended 30 June 2024.
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of Directors
and other key management personnel in this financial year or future reporting years are as follows:
Number of
Fair value
rights
per right
Name
granted
Valuation date
Vesting date
at grant date
Mitchell Wells
610,000 24 November 2022
1 October 2023
$0.064
Mitchell Wells
610,000 24 November 2022
1 October 2024
$0.064
Mitchell Wells
610,000 24 November 2022
1 October 2025
$0.064
Andrew Harrison
725,806 3 October 2023
1 July 2024
$0.074
Andrew Harrison
725,806 3 October 2023
1 July 2025
$0.074
Andrew Harrison
725,806 3 October 2023
1 July 2026
$0.074
Benjamin Carruthers
537,097 7 September 2023
1 October 2024
$0.069
Benjamin Carruthers
537,097 7 September 2023
1 October 2025
$0.069
Benjamin Carruthers
537,097 7 September 2023
1 October 2026
$0.069
The performance rights issued to Andrew Harrison and Benjamin Carruthers were cancelled prior to vesting on 28 June
2024.
Performance rights granted carry no dividend or voting rights.
Resonance Health Limited
Directors' report
30 June 2023
18
Additional information
The earnings of the Group for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
$'000
$'000
$'000
$'000
$'000
Sales revenue
8,589
4,404
3,828
3,779
3,668
Statutory EBITDA
(129)
(863)
(1,126)
675
653
Normalised EBITDA*
698
(839)
(1,120)
709
993
EBIT
(694)
(1,300)
(1,555)
310
(994)
(Loss)/profit after income tax
169
(780)
(1,142)
586
(715)
* calculated as statutory EBITDA adjusted for share based payments.
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end ($)
0.06
0.04
0.06
0.16
0.15
Basic (loss)/earnings per share (cents per
share)
0.04
(0.17)
(0.25)
0.14
(0.17)
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Balance at
Conversion of
Performance
Rights
Balance at
the start of
as part of
Disposals/
the end of
the year
remuneration
Additions
other
the year
Ordinary shares
Dr M Blake
6,464,677
-
-
-
6,464,677
Mr M Wells
1,000,000
610,000
-
-
1,610,000
Dr T Baroni
350,000
-
780,000
-
1,130,000
Mr S Panton
74,346,350
-
500,000
-
74,846,350
Mr A Brinkworth
-
-
300,000
-
300,000
Mr A Harrison
-
-
8,000,000
-
8,000,000
Mr B Carruthers
-
-
-
-
-
82,161,027
610,000
9,580,000
-
92,351,027
Resonance Health Limited
Directors' report
30 June 2023
19
Performance Rights
The number of performance rights in the Company held during the financial year by each Director and other members of
key management personnel of the Group, including their personally related parties, is set out below:
Balance at
the start of
Balance at
the end of
the year
Granted
Converted to
Shares
Cancelled
the year
Performance Rights
Dr M Blake
-
-
-
-
-
Mr M Wells
-
1,830,000
(610,000)
-
1,220,000
Dr T Baroni
-
-
-
-
-
Mr S Panton
-
-
-
-
-
Mr A Brinkworth
-
-
-
-
-
Mr A Harrison
-
2,177,419
-
(2,177,419)
-
Mr B Carruthers
-
1,611,290
-
(1,611,290)
-
-
5,618,709
(610,000)
(3,788,709)
1,220,000
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Resonance Health Limited under option outstanding at the date of this report.
Shares under performance rights
There were 12,406,673 unissued ordinary shares of Resonance Health Limited under performance rights outstanding at
the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Resonance Health Limited issued on the exercise of options during the year ended 30
June 2024 and up to the date of this report.
Shares issued on the exercise of performance rights
There were 5,743,327 ordinary shares of Resonance Health Limited issued on the exercise of performance rights during
the year ended 30 June 2024 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company (and other Group companies) for costs
incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a
lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of
the Company (and other Group companies) against a liability to the extent permitted by the Corporations Act 2001. The
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
Resonance Health Limited
Directors' report
30 June 2023
20
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 25 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in note 25 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
●
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
Auditor
HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the Directors
___________________________
Dr Martin Blake
Chair
29 August 2024
Perth, Western Australia
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Resonance Health Limited for
the year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 August 2024
N G Neill
Partner
21
Resonance Health Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Note
2024
2023
$
$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
22
Revenue
5
8,589,490
4,404,360
Other income
6
214,194
106,899
Expenses
Depreciation expense
(242,727)
(136,485)
Amortisation expense
(255,219)
(299,874)
Impairment of research & development
-
(31,460)
Share-based payments
(827,020)
(24,431)
Marketing & travel
(904,644)
(817,667)
Consulting and professional services
(1,702,871)
(236,969)
Employee benefits expense
(3,725,184)
(3,111,198)
Research and development
(835,817)
(708,251)
Statutory and compliance
(227,048)
(197,495)
Foreign exchange gain/(loss)
38,390
285,356
Other expenses
(748,433)
(496,841)
Loss before income tax benefit
(626,889)
(1,264,056)
Income tax benefit
7
796,192
483,695
Profit/(Loss) after income tax benefit for the year attributable to the owners of
Resonance Health Limited
21
169,303
(780,361)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income(loss) for the year attributable to the owners of
Resonance Health Limited
169,303
(780,361)
Cents
Cents
Basic income (loss) per share
34
0.04
(0.17)
Diluted income (loss) per share
34
0.04
(0.17)
Resonance Health Limited
Consolidated statement of financial position
As at 30 June 2024
Note
2024
2023
$
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
23
Assets
Current assets
Cash and cash equivalents
8
6,854,820
6,361,622
Trade and other receivables
9
2,320,442
1,143,870
Other assets
10
109,980
51,909
Total current assets
9,285,242
7,557,401
Non-current assets
Property, plant and equipment
11
522,791
385,106
Right-of-use assets
12
492,048
244,494
Intangibles
13
9,863,790
2,713,349
Other assets
10
119,100
82,886
Total non-current assets
10,997,729
3,425,835
Total assets
20,282,968
10,983,236
Liabilities
Current liabilities
Trade and other payables
14
1,270,551
732,378
Lease liabilities
15
171,630
100,394
Provisions
16
373,141
31,414
Borrowings
17
320,000
-
Other liabilities
18
11,240
11,188
Deferred Consideration Payable
36
4,000,000
-
Total current liabilities
6,146,562
875,374
Non-current liabilities
Lease liabilities
15
351,439
172,551
Borrowings
17
2,853,333
Total non-current liabilities
3,204,772
172,551
Total liabilities
9,351,334
1,047,925
Net assets
10,931,634
9,935,311
Equity
Issued capital
19
74,166,888
73,882,788
Reserves
20
2,637,145
2,094,225
Accumulated losses
21
(65,872,399)
(66,041,702)
Total equity
10,931,634
9,935,311
Resonance Health Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
24
Issued
Foreign
currency
translation
Share-based
payments
Accumulated
Total equity
capital
reserve
reserve
losses
$
$
$
$
$
Balance at 1 July 2022
73,882,788
(270,580)
2,340,374
(65,261,341)
10,691,241
Loss after income tax benefit for the year
-
-
-
(780,361)
(780,361)
Other comprehensive income for the year, net
of tax
-
-
-
-
-
Total comprehensive income for the year
-
-
-
(780,361)
(780,361)
Transactions with owners in their capacity as
owners:
Share-based payments (note 35)
-
-
24,431
-
24,431
Balance at 30 June 2023
73,882,788
(270,580)
2,364,805
(66,041,702)
9,935,311
Issued
Foreign
currency
translation
Share-based
payments
Accumulated
Total equity
capital
reserve
reserve
losses
$
$
$
$
$
Balance at 1 July 2023
73,882,788
(270,580)
2,364,805
(66,041,702)
9,935,311
Profit after income tax benefit for the year
-
-
-
169,303
169,303
Other comprehensive income for the year, net
of tax
-
-
-
-
-
Total comprehensive income for the year
-
-
-
169,303
169,303
Transactions with owners in their capacity as
owners:
Conversion of Performance Rights
284,100
-
(284,100)
-
-
Share-based payments (note 35)
-
-
827,020
-
827,020
Balance at 30 June 2024
74,166,888
(270,580)
2,907,725
(65,872,399)
10,931,634
Resonance Health Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Note
2024
2023
$
$
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
25
Cash flows from operating activities
Receipts from customers
8,110,190
4,334,471
Payments to suppliers and employee
(7,747,755)
(5,476,987)
362,435
(1,142,516)
Interest received
152,261
25,048
Grants received
76,360
67,000
R&D tax incentive received
796,192
893,440
Net cash provided by/(used in) in operating activities
33
1,387,248
(157,028)
Cash flows from investing activities
Cash paid to acquire TrialsWest
36
(4,000,000)
-
Cash acquired from acquisition of TrialsWest
36
435,677
-
Payments for property, plant and equipment
11
(229,261)
(288,225)
Payments for intangibles
13
(148,054)
(179,678)
Net cash used in investing activities
(3,941,638)
(467,903)
Cash flows from financing activities
Proceeds from borrowings
3,200,000
-
Repayment of borrowings
(26,667)
-
Repayment of lease liabilities
(127,922)
(81,967)
Payments for cash backed guarantees
(36,213)
-
Net cash provided by/(used in) in financing activities
3,009,198
(81,967)
Net increase/(decrease) in cash and cash equivalents
454,808
(706,898)
Cash and cash equivalents at the beginning of the financial year
6,361,622
6,783,166
Effects of exchange rate changes on cash and cash equivalents
38,390
285,354
Cash and cash equivalents at the end of the financial year
8
6,854,820
6,361,622
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
26
Note 1. General information
The financial statements cover Resonance Health Limited as a Group consisting of Resonance Health Limited and the
entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which
is Resonance Health Limited's functional and presentation currency.
Resonance Health Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Level 1
141-143 Burswood Road
BURSWOOD WA 6100
T: +61 8 9286 5300
F: +61 8 9286 5399
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which
is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 28 August 2024. The
Directors have the power to amend and reissue the financial statements.
Note 2. Material accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates makes amendments to various Australian Accounting Standards and AASB Practice Statement 2
Making Materiality Judgements change the way in which accounting policies are disclosed in financial reports. The
amendments require disclosure of material accounting policy information rather significant accounting policies and are
effective for annual reporting periods beginning on or after 1 January 2023. Accounting policy disclosure has been updated
in line with this standard. All other new standards had no material effect.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted
and have no material impact.
Going concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and settlements of liability in the ordinary course of business.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention:
The financial statements have been prepared under the historical cost convention.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policies (continued)
27
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 30.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets
transferred by the group, liabilities incurred by the group to the former owners of the acquiree and the equity interest
issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as
incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the
acquisition date, except that:
●
Deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised
and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
●
Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based
payment arrangements of the group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with AASB 2 Share-based Payment at the acquisition date; and
●
Assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over
the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after
reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds
the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value
of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as
a bargain purchase gain.
When the consideration transferred by the group in a business combination includes a contingent consideration
arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the
consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as
measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during the
‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that
existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration
that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted
for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes
in fair value recognised in profit or loss.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policies (continued)
28
When a business combination is achieved in stages, the group’s previously held interests (including joint operations) in
the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in
profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been
recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate
if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that,
if known, would have affected the amounts recognised as of that date.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Resonance Health Limited
('Company' or 'parent entity') as at 30 June 2024 and the results of all subsidiaries for the year then ended. Resonance
Health Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group
recognises the fair value of the consideration received and the fair value of any investment retained together with any
gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance. The Board of Directors have been
identified as the CODM.
Revenue recognition
Refer to note 5 for accounting policy.
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Group will comply with all attached conditions.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policies (continued)
29
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
Resonance Health Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group
continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate
taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax
consolidated group.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within
90 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Plant and equipment
3-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to
the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Intangible assets
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policies (continued)
30
An intangible asset arising from development expenditure on an internal project is recognised if, and only if, all of the
following have been demonstrated:
●
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
●
The intention to complete the intangible asset and use or sell it;
●
The ability to use or sell the intangible asset;
●
How the intangible asset will generate probably future economic benefits;
●
The availability of adequate technical, financial and other resources to complete development and to use or sell the
intangible asset; and
●
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.
The useful life used in the calculation of amortisation is 10 years.
Goodwill
Goodwill is initially recognised and measured as set out in the business combinations policy above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of the group’s cash-generating units (or groups of cash-generating units) expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policies (continued)
31
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2024. The Group
has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates
and assumptions on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will
seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Impairment of intangibles
The Group determines whether intangibles with indefinite useful lives are impaired at least on an annual basis. This
requires an estimation of the recoverable amount of the cash generating units to which the intangibles with indefinite
useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of
intangibles with indefinite useful lives are discussed in note 13.
Additionally, the Group assesses impairment at the end of each reporting period by evaluating conditions and events
specific to the Group that may indicate impairment triggers. Recoverable amounts of relevant assets are reassessed using
value-in-use calculations which incorporate various key assumptions.
With respect to cash flow projections growth rates have been factored into valuation models for the next five years on
the basis of management’s expectations regarding the Group’s continued ability to increase market share based on
contractual obligations already in place and historical sales growth rates.
Historic Group averages have been used to reflect projected cash flow growth rates in year 1 and year 2. In subsequent
periods a consistent growth rate has been attached as a conservative estimate for use in the impairment calculation.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking
into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets
and liabilities within the next annual reporting period but may impact profit or loss and equity.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant
and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less
than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be
written off or written down.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at
each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment.
If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of
disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 3. Critical accounting judgements, estimates and assumptions (continued)
32
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the
underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods
to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison
of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold
improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain
to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in
circumstances.
Note 4. Operating segments
Identification of reportable operating segments
The chief operating decision maker is considered to be the Company’s Board of Directors. The Group’s operating segments
are determined by differences in the type of activities performed. The financial results of the Group’s operating segments
are reviewed by the Board of Directors on a quarterly basis.
Business Segments
The following table presents revenue and profit/(loss) information and certain asset and liability information regarding
business segments for the year ended 30 June 2024.
Research and
Services
development
Corporate
CRO
TrialsWest
Total
2024
$
$
$
$
$
$
Revenue
Sales to external customers
4,540,921
-
-
3,843,815
204,754
8,589,490
Total revenue
4,540,921
-
-
3,843,815
204,754
8,589,490
Total revenue
4,540,921
-
-
3,843,815
204,754
8,589,490
Other expenses
(1,118,134)
(1,091,036)
(5,648,800)
(1,465,718)
(106,885) (9,430,573)
Other income
-
-
214,194
-
-
214,194
(Loss)/profit before income tax
benefit
3,422,787
(1,091,036)
(5,434,606)
2,378,097
97,869
(626,889)
Income tax benefit
796,192
Loss after income tax benefit
169,303
Assets
Segment assets
1,133,273
2,606,183
8,109,366
619,803
7,814,343 20,282,968
Total assets
20,282,968
Liabilities
Segment liabilities
1,180,876
22,964
2,958,393
626,189
4,562,914
9,351,334
Total liabilities
9,351,334
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 4. Operating segments (continued)
33
Research and
Services
development Corporate
CRO
TrialsWest
Total
2023
$
$
$
$
$
$
Revenue
Sales to external customers
4,404,360
-
-
-
-
4,404,360
Total revenue
4,404,360
-
-
-
-
4,404,360
Total revenue
4,404,360
-
-
-
-
4,404,360
Other expenses
(993,898)
(1,039,585)
(3,741,832)
-
-
(5,775,315)
Other income
-
-
106,899
-
-
106,899
(Loss)/profit before income tax
benefit
3,410,462
(1,039,585)
(3,634,933)
-
-
(1,264,056)
Income tax benefit
483,695
Loss after income tax benefit
(780,361)
Assets
Segment assets
1,104,333
2,713,349
7,165,554
-
-
10,983,236
Total assets
10,983,236
Liabilities
Segment liabilities
-
-
1,047,925
-
-
1,047,925
Total liabilities
1,047,925
Geographical Segments
The company earns revenue in three significant geographical regions, countries are grouped in the regions of Asia/Pacific,
North America and Europe-Middle-East-Africa (EMEA).
All non-current assets are located in Australia being the Asia/Pacific region, applicable disclosure information is disclosed
in Business Segment assets and no additional disclosure is made.
2024
2023
$
$
Asia/Pacific
4,318,677
293,885
North America
2,635,543
2,779,833
EMEA
1,635,270
1,330,642
Total sales to external customers
8,589,490
4,404,360
The group derived 45% of its revenue from one customer during the 2024 FY.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
34
Note 5. Revenue
Accounting policy for revenue
The Group generates revenue largely in the North America, Asia Pacific and Europe-Middle-East-Africa (EMEA) regions.
The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment
of when control is transferred to the customer.
In determining the amount of revenue and profits to record, and related statement items (such as contract fulfilment
assets, capitalisation of costs to obtain a contract, trade receivables, accrued income and deferred income) to recognise
in the period, management is required to form a number of key judgements and assumptions. This includes an assessment
of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as
incurred or capitalised.
Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time'
recognition) or 'over time' as control of the performance obligation is transferred to the customer.
For contracts with multiple components to be delivered such as establishment services, trial establishment project and
data management, project and data management services and analysis services management applies judgement to
consider whether those promised goods and services are (i) distinct - to be accounted for as separate performance
obligations; (ii) not distinct - to be combined with other promised goods or services until a bundle is identified that is
distinct or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of
transfer to the customer.
At contract inception the total transaction price is estimated, being the amount to which the Group expects to be entitled
and has rights to under the present contract.
The transaction price does not include estimates of consideration resulting from changed orders for additional goods and
services unless these are agreed.
Once the total transaction price is determined, the Group allocates this to the identified performance obligations in
proportion to their relative stand-alone selling prices and recognises revenue when (or as) those performance obligations
are satisfied.
For each performance obligation, the Group determines if revenue will be recognised over time or at a point in time.
Where the Group recognises revenue over time for long term contracts, this is in general due to the Group performing
and the customer simultaneously receiving and consuming the benefits provided over the life of the contract.
For each performance obligation to be recognised over time, the Group applies a revenue recognition method that
faithfully depicts the Group’s performance in transferring control of the goods or services to the customer. This decision
requires assessment of the real nature of the goods or services that the Group has promised to transfer to the customer.
The Group applies the relevant output or input method consistently to similar performance obligations in other contracts.
When using the output method the Group recognises revenue on the basis of direct measurements of the value to the
customer of the goods and services transferred to date relative to the remaining goods and services under the contract.
Where the output method is used, in particular for long term service contracts where the series guidance is applied, the
Group often uses a method of time elapsed which requires minimal estimation. Certain long term contracts use output
methods based upon estimation of number of users, level of service activity or fees collected.
When using the input method the Group recognises revenue on the basis of the entity’s costs incurred to the satisfaction
of a performance obligation relative to the total expected cost budget for that contract.
If performance obligations in a contract do not meet the over time criteria, the Group recognises revenue at a point in
time. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains
control of an asset or service in a contract with customer-specified acceptance criteria.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
35
Note 5. Revenue (Continued)
The Group disaggregates revenue from contracts with customers by contract type, which includes (i) commercial revenue,
(ii) voucher revenue, (iii) clinical trial revenue and (iv) other study income as management believe this best depicts how
the nature, amount, timing and uncertainty of the Group’s revenue and cash flows.
The nature of contracts or performance obligations categorised within this revenue type includes (i) establishment
services, (ii) trial establishment project and data management, (iii) project and data management services, and (iv) analysis
services.
The service contracts in this category include contracts with either a single or multiple performance obligations.
The Group considers that the services provided meet the definition of a series of distinct goods and services as they are
(i) substantially the same and (ii) have the same pattern of transfer (as the series constitutes services provided in distinct
time increments (e.g. monthly or annual services)) and therefore treats the series as one performance obligation.
(i) Establishment services
Encompasses different services from which the customer is able to benefit from on their own or with other readily
available resources. Accordingly, revenues are recognised at a point in time when the service is delivered.
(ii) Trial establishment project and data management
Point in time revenues are recognised when the contract is signed and the trial establishment activities have been
performed. The customer can benefit from these activities on their own or with other readily available resources.
Over time revenues are recognised on the basis of the entity’s costs incurred to the satisfaction of a performance
obligation relative to the total expected cost budget for that contract.
(iii) Project and data management services
Revenues are recognised over the contract period as the service is provided.
(iv) Analysis services
Revenues are recognised at a point in time following the completion of the analysis and report compilation.
Contract fulfilment assets and liabilities
As a result of the contracts which the Group enters into with its customers, a number of different assets and liabilities are
recognised on the Group’s Statement of Financial Position. These include but are not limited to:
• Trade receivables
• Accrued income
• Deferred income
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
36
Note 5. Revenue (Continued)
Deferred and accrued income
The Group’s customer contracts include a diverse range of payment schedules dependent upon the nature and type of
goods and services being provided. The Group often agrees payment schedules at the inception of long term contracts
under which it receives payments throughout the term of the contracts. These payment schedules may include
performance-based payments or progress payments as well as regular monthly payments for ongoing service delivery.
Payments for transactional goods and services may be at delivery date, in arrears or part payment in advance.
Where payments made are greater than the revenue recognised at the period end date, the Group recognises a deferred
income contract liability for this difference. Where payments made are less than the revenue recognised at the period
end date, the Group recognises an accrued income contract asset for this difference.
Disaggregation of revenue
The group derives its revenue from the services at a point in time and over time in the following major categories. This is
consistent with the revenue information that is disclosed for each reportable segment:
2024
2023
$
$
Revenue from contracts with customers
At a point in time:
Commercial revenue
2,817,576
2,520,745
Clinical trials
744,958
607,748
Other studies
351,762
345,416
Over time:
Clinical trials
4,675,194
930,451
Revenue
8,589,490
4,404,360
Reconciliation of revenue from contracts with customers with the amounts disclosed in segment information
2024
2023
$
$
Segment revenue
8,589,490
4,404,360
Adjustments and eliminations
-
-
Total revenue from contracts with customers
8,589,490
4,404,360
Note 6. Other income
2024
2023
$
$
Subsidies and grants
76,360
67,000
Interest revenue
137,834
39,899
Total other income
214,194
106,899
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2023
37
Note 7. Income tax
2024
2023
$
$
Income tax benefit
Research and Development tax offset
(796,192)
(483,695)
Aggregate income tax benefit
(796,192)
(483,695)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
(626,889)
(1,264,056)
Tax at the statutory tax rate of 25%
(156,722)
(316,014)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Expenses that are not deductible in determining taxable profit
659,286
103,513
Non-assessable income
-
(5,974)
659,286
(218,475)
Unused tax losses not recognised as deferred tax assets
-
171,179
Recognition of previously unrecognised tax losses
(355,875)
-
Effect of temporary differences not recognised in deferred tax assets and liabilities
229,299
47,296
Research and Development tax offset
(1,172,179)
(483,695)
Income tax benefit
(796,192)
(483,695)
Unrecognised deferred tax balances
2024
2023
$
$
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Losses available for offset against future taxable income - revenue
1,418,940
2,304,481
Amortisation and depreciation timing differences
140,368
140,368
Business related costs
-
543
Accrued expenses and liabilities
275,272
131,525
Others
7,398
7,113
Total deferred tax assets not recognised
1,841,977
2,584,030
The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised
in the statement of financial position as the recovery of this benefit is uncertain. Tax losses may be carried forward
indefinitely under current tax legislation provided conditions for deductibility are met.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 7. Income tax (continued)
38
2024
2023
$
$
Deferred tax liabilities not recognised
Deferred tax liabilities not recognised comprises temporary difference attributable to:
Capitalised research and development costs
651,546
678,337
Accrued income
-
3,964
Unrealised foreign exchange gains
6,368
62,172
657,914
744,473
Deferred tax liabilities have not been recognised in respect of these taxable temporary differences as the entity is able to
control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not
reverse in the foreseeable future.
Tax Consolidation
Resonance Health Limited and its 100% owned Australian resident subsidiaries implemented the tax consolidation
legislation from 1st July 2012.
Note 8. Cash and cash equivalents
2024
2023
$
$
Current assets
Cash at bank
3,404,398
5,324,561
Term deposits
3,450,422
1,037,061
6,854,820
6,361,622
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Term deposits are made for varying periods depending on the immediate cash requirements of the Group and earn
interest at the respective term deposit rates.
Note 9. Trade and other receivables
2024
2023
$
$
Current assets
Trade receivables
2,350,677
1,104,333
Expected credit loss
(40,865)
-
Other receivables
10,630
39,537
2,320,442
1,143,870
Trade receivables are non-interest bearing and are generally on terms of 14 days to 90 days. All amounts are short term.
The carrying value of trade receivables is considered a reasonable approximation of fair value.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 9. Trade and other receivables (continued)
39
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Carrying amount
2024
2023
$
$
Not overdue
1,847,343
586,325
30 - 60 days overdue
30,186
64,410
60 - 90 days overdue
44,226
65,437
90 - 120 days overdue
53,899
37,075
>120 days overdue
344,787
390,623
2,320,441
1,143,870
The Group applies the AASB 9 simplified model of recognising lifetime expected credit losses for all trade receivables as
these items do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess
shared credit risk characteristics.
Trade receivables are written off when there is no reasonable expectation of recovery. The Group is actively working with
customers in relation to payments of outstanding receivable balances with systems and processes set up to enable
collection of funds.
On the basis determined above, the expected credit loss for trade receivables as at 30 June 2024 was determined as
$40,865 (30 June 2023: $nil).
Note 10. Other assets
2024
2023
$
$
Current assets
Prepayments
109,980
51,909
Non-current assets
Security deposits
119,100
82,886
229,080
134,795
Note 11. Property, plant and equipment
2024
2023
$
$
Non-current assets
Plant and equipment - at cost
889,631
545,246
Less: Accumulated depreciation
(366,840)
(160,140)
522,791
385,106
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 11. Property, plant and equipment (continued)
40
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
$
Balance at 1 July 2022
137,686
Additions
288,225
Depreciation expense
(40,805)
Balance at 30 June 2023
385,106
Additions
229,261
PPE acquired - Acquisition of TrialsWest (Refer Note 36)
27,481
Depreciation expense
(119,057)
Balance at 30 June 2024
522,791
Note 12. Right-of-use assets
2024
2023
$
$
Non-current assets
Land and buildings - right-of-use
778,105
406,880
Less: Accumulated depreciation
(286,057)
(162,386)
492,048
244,494
The Group leases three premises.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Land and
buildings
$
Balance at 1 July 2022
253,480
Additions
86,694
Depreciation expense
(95,680)
Balance at 30 June 2023
244,494
Additions
327,502
ROU acquired - Acquisition of TrialsWest (Refer Note 36)
43,721
Depreciation expense
(123,669)
Balance at 30 June 2024
492,048
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
41
Note 13. Intangibles
2024
2023
$
$
Non-current assets
Development - at cost
4,488,286
4,340,231
Goodwill
7,257,606
-
Less: Accumulated amortisation
(1,882,102)
(1,626,882)
9,863,790
2,713,349
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
$
Balance at 1 July 2022
2,865,005
Additions
179,678
Impairment of assets
(31,460)
Amortisation expense
(299,874)
Balance at 30 June 2023
2,713,349
Additions
148,054
Goodwill on acquisition of TrialsWest (Refer Note 36)
7,257,606
Amortisation expense
(255,220)
Balance at 30 June 2024
9,863,790
Development expenditure relates to costs incurred in developing MRI image analysis tools for the diagnosis and clinical
management of human disease.
During the current financial year additional development has related to a new liver fat assessment tool, further refinement
of FerriScan® and FerriSmart® and the next stage of development of an MRI based liver fibrosis tool.
The recoupment of development expenditure is dependent on the successful development and commercialisation or sale
of the technology developed. The Directors are required to assess at each reporting date whether there is an indication
that an asset may be impaired. If any such indication exists an estimate is made of the asset’s recoverable amount.
Impairment tests are also required for intangible assets not yet ready for use regardless of the existence of indicator of
impairment. Where the asset’s carrying value exceeds the estimated recoverable amount a provision for impairment is
recognised.
As the Group has a number of intangible assets not yet ready for us, the Directors have conducted an impairment test as
required by AASB136. In making this assessment the Directors had regard to the size of the liver fibrosis and liver fat
markets, competing products, experience gained with the FerriScan® technology, the likely period over which these
revenues are expected to be generated and the likelihood of any technological obsolescence.
The recoverable amount of development expenditure detailed above is determined based on value-in-use calculations.
Value-in-use is calculated based on the present value of cash flow projections over a five-year period.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 13. Intangibles (continued)
42
The following assumptions were used in the value-in-use calculations:
●
Cashflows were forecast over a 5 year period with a terminal value applied.
●
Growth rate was based on contractual obligations already in place and historical sales growth rates.
●
Discount rate of 14.3%.
●
Nil revenue growth rate applied to period beyond those covered by management forecast.
●
Costs are calculated taking into account historical margins and trends as well as estimated weighted average inflation
rates over the period, which are consistent with inflation rates appropriate to historic company rates.
On this basis, no impairment was necessary.
2024
2023
$
$
Impairment Expense
Ferriscan® - Image R2 platform conversion
-
17,541
Ferriscan® - Report writer
-
505
Iron blood marker study
-
13,414
-
31,460
Note 14. Trade and other payables
2024
2023
$
$
Current liabilities
Trade payables (i)
301,765
145,316
Other payables
968,786
587,062
1,270,551
732,378
(i)
Trade payables are non-interest bearing and are normally settled on 30-day terms. The carrying value of the
trade payables is considered a reasonable approximation of fair value. Information regarding the effective
interest rate and credit risk of current payables is set out in note 23.
Note 15. Lease liabilities
The Group leases three premises. The remaining term of the leases as of 30 June 2024 is 38, 14 and 6 months respectively.
2024
2023
$
$
Current liabilities
Lease liability
171,630
100,394
Non-current liabilities
Lease liability
351,439
172,551
523,069
272,945
Refer to note 22 for further information on financial instruments.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 15. Lease liabilities (continued)
43
Underlying assets serve as security for the related lease liabilities. A maturity analysis of future minimum lease payments
is presented below:
Lease payments due
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Total
$
$
$
$
Lease payments
214,245
117,272
323,946
655,463
Interest
(42,613)
(31,542)
(58,239)
(132,394)
Net present values
171,632
85,730
265,707
523,069
Note 16. Provisions
2024
2023
$
$
Current liabilities
Provision for income tax
253,365
-
Long service leave
119,776
31,414
373,141
31,414
Note 17. Borrowings
2024
2023
$
$
Current liabilities
Secured Financing Facility
320,000
-
Non-Current liabilities
Secured Financing Facility
2,853,333
-
The finance facility has an expiry date of 31 March 2027 and an interest rate of BBSY + 2.5% per annum. The facility is
secured over the whole of the assets of Resonance Health Limited and TrialsWest Pty Ltd.
Note 18. Other liabilities
2024
2023
$
$
Current liabilities
Unearned income
11,240
11,188
Note 19. Issued capital
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
446,892,928 461,149,601
74,166,888
73,882,788
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 19. Issued capital (continued)
44
The Controlled Placement Agreement (CPA) that was entered into on 18 April 2019, was initially established with a limit
of $5m and the Company has utilised the CPA to raise a total of $2.75m. On 30 June 2021 it was announced that the CPA
limit was increased to $7.75m and expiry date was extended to 31 July 2023. The Company had an available capacity of
$5m under the CPA. On 31 July 2023 the CPA expired and was not renewed.
2024
2024
2023
2023
Shares
$
Shares
$
Issued Capital at the beginning of the financial year
461,149,601
73,882,788
461,149,601 73,882,788
Expiry of Controlled Placement Agreement
(20,000,000)
-
-
-
Performance Rights converted to shares on vesting
5,743,327
284,100
-
-
Issued Capital at the end of the financial year
446,892,928
74,166,888
461,149,601 73,882,788
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment.
The capital risk management policy remains unchanged from 30 June 2023.
Note 20. Reserves
2024
2023
$
$
Foreign currency reserve
(270,580)
(270,580)
Share-based payments reserve
2,907,725
2,364,805
2,637,145
2,094,225
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 20. Reserves (continued)
45
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
currency
translation
Share-based
payments
reserve
reserve
Total
$
$
$
Balance at 1 July 2022
(270,580)
2,340,374
2,069,794
Options expired
-
(23,894)
(23,894)
Performance rights vesting expense
-
48,325
48,325
Balance at 30 June 2023
(270,580)
2,364,805
2,094,225
Performance rights converted to shares
-
(284,100)
(284,100)
Performance rights vesting expense
-
827,020
827,020
Balance at 30 June 2024
(270,580)
2,907,725
2,637,145
Note 21. Accumulated losses
2024
2023
$
$
Accumulated losses at the beginning of the financial year
(66,041,702)
(65,261,341)
Loss after income tax benefit for the year
169,303
(780,361)
Accumulated losses at the end of the financial year
(65,872,399)
(66,041,702)
Note 22. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 23. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and
interest rate risk), credit risk and liquidity risk. The Group's overall risk management approach focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group has not entered into or traded financial instruments, including derivative financial instruments such as
forward foreign exchange contracts to hedge certain risk exposures.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate
procedures, controls and risk limits. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk
through foreign exchange rate fluctuations.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 23. Financial instruments (continued)
46
Exchange rate exposures are managed by senior executives and the Board, the Group has not engaged in forward
exchange contracts.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting
date were as follows:
Assets
Liabilities
2024
2023
2024
2023
$
$
$
$
US dollars (USD)
567,572
2,430,883
4,500
20,356
Euros (EUR)
82,878
564,709
-
-
Pound Sterling (GBP)
585,369
1,183,013
16,608
21,261
1,235,819
4,178,605
21,108
41,617
Foreign currency sensitivity analysis
The Group is exposed to United States Dollar (USD), Great British Pound (GBP) and European Euro (EUR) currency
fluctuations.
The following table illustrates the Group’s sensitivity to an 10% increase and decrease in the Australian dollar against the
relevant foreign currency. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the period end for a 10% change in foreign currency rates. A negative number
indicates a decrease in profit and other equity where the Australian dollar strengthens against the respective currency. For
a weakening of the Australian dollar against the respective currency there would be an equal and opposite impact on the
profit and other equity and the balances below would be positive.
2024
2023
$
$
Profit or loss impact:
USD
(51,188)
(219,122)
EUR
(7,534)
(51,337)
GBP
(51,706)
(105,614)
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
All financial assets and financial liabilities are non-interest bearing except for cash and cash equivalent balances, the
secured finance facility and lease liabilities. The following table details the Group’s expected maturities for cash and cash
equivalent financial assets.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 23. Financial instruments (continued)
47
Cash and cash equivalent financial assets:
2024
2023
Weighted
average
interest rate
Balance
Weighted
average
interest rate
Balance
%
$
%
$
Less than one month
0.50%
3,420,788
-
5,324,561
One to three months
3.02%
3,434,032
4.10%
1,037,061
6,854,820
6,361,622
The Group is exposed to fluctuations in interest rates as it has deposited monies at floating interest rates. The impact of
a 100bp change in interest rates will not have a material impact on the result for the year.
Credit risk
Credit risk is the risk that a counter party 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 from customer
receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other
financial instruments.
Outstanding customer receivables are regularly monitored and any credit concerns highlighted to senior management. At
30 June 2024, the Group had two customers that accounted for 42% of all trade receivables (2023: 9%). Refer note 9 for
further details.
The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date in relation to
each class of recognised financial assets is the carrying amount, net of any allowance for impairment recorded in the
financial statements. The Group does not hold any collateral as security for any trade receivable.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continually
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 23. Financial instruments (continued)
48
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial
position.
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
301,765
-
-
-
301,765
Other payables
-
968,786
-
-
-
968,786
Deferred Consideration
Payable
-
4,000,000
-
-
-
4,000,000
Interest-bearing - fixed rate
Lease liability
8.99%
171,632
85,730
265,708
-
523,070
Interest-bearing – floating rate
Secured financing facility
7.30%
320,000
320,000
2,533,333
-
3,173,333
Total non-derivatives
5,762,183
405,730
2,799,041
-
8,966,954
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
145,316
-
-
-
145,316
Other payables
-
587,062
-
-
-
587,062
Interest-bearing – fixed rate
Lease liability
5.06%
100,394
143,463
29,088
-
272,945
Total non-derivatives
832,772
143,463
29,088
-
1,005,323
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
49
Note 24. Key management personnel disclosures
Directors
The following persons were Directors of Resonance Health Limited during the financial year:
Dr Martin Blake
Mr Mitchell Wells
Mr Simon Panton
Dr Travis Baroni
Mr Aaron Brinkworth
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities
of the Group, directly or indirectly, during the financial year:
Mr Andrew Harrison
Chief Executive Officer
Mr Benjamin Carruthers
Chief Financial Officer
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
2024
2023
$
$
Short-term employee benefits
957,950
606,302
Non-monetary short term benefit
18,912
-
Post-employment benefits
57,546
62,619
Share-based payments
318,690
48,325
1,353,098
717,246
Note 25. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by HLB Mann Judd, the auditor of
the Company:
2024
2023
$
$
Audit services -– HLB Mann Judd
Audit or review of the financial statements
61,662
74,901
Other services – HLB Mann Judd
Preparation of the tax return
10,350
9,500
72,012
84,401
Note 26. Contingent assets
The Group has no contingent assets as at 30 June 2024 (2023: $nil).
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
50
Note 27. Contingent liabilities
On 10 September 2020 the Company announced that they had entered into a licence agreement with the Telethon Kids
Institute ("Telethon Kids") and the Erasmus University Medical Centre for the use of computer tomography ("PRAGMA-CF
Data") datasets that will be used by the Company in the potential development of a new artificial intelligence ("AI")
algorithm for the automated assessment of lunch disease progression in patients with cystic fibrosis.
Under the agreement a 10% net royalty on all sales of the analysis performed by the Device will be payable by the Group
and a further 297,620 ordinary shares will be issued on submission of the medical device dossier.
During the year the likelihood of any outflow to the group from this transaction has been re-assessed as being sufficiently
remote to no longer consider this as being a contingent liability.
Note 28. Commitments
The Group has no operating or capital commitments.
Note 29. Related party transactions
Parent entity
Resonance Health Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the
Directors' report.
Transactions with related parties
The following transactions occurred with related parties:
2024
2023
$
$
Sale of goods and services:
Services provided to Perth Radiological Clinic *
1,915
2,426
Payment for goods and services:
Services provided by Perth Radiological Clinic *
545
60
Payment for goods and services:
Services provided by SynGenis Pty Ltd**
12,404
-
*
Dr Martin Blake is a shareholder, Director and consulting Radiologist of Perth Radiological Clinics.
** Dr Martin Blake is a board member of SynGenis Pty Ltd
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 29. Related party transactions (continued)
51
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
2024
2023
$
$
Current receivables:
Trade receivables from Perth Radiological Clinic
307
593
Current payables:
Trade payables to SynGenis Pty Ltd
8,026
-
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 30. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(1,465,736)
(430,226)
Total comprehensive income
(1,465,736)
(430,226)
Statement of financial position
Parent
2024
2023
$
$
Total current assets
4,102,418
2,185,987
Total assets
8,959,100
4,050,405
Total current liabilities
(399,470)
81,644
Total liabilities
(6,051,279)
(503,868)
Equity
Issued capital
74,166,888
73,882,788
Share-based payments reserve
2,907,725
2,364,805
Accumulated losses
(74,166,792)
(72,701,056)
Total equity
2,907,821
3,546,537
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
52
Note 31. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Resonance Health Analysis Services Pty Ltd
Australia
100%
100%
CRO Services Pty Ltd*
Australia
100%
100%
Resonance Health Laboratory Services Pty Ltd**
Australia
100%
100%
Resonance USA Inc
USA
100%
100%
TrialsWest Pty Ltd
Australia
100%
-
*
previously WA Private Health Care Services Pty Ltd
** previously IVB Holdings Pty Ltd
Note 32. Events after the reporting period
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 33. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
2024
2023
$
$
Loss after income tax benefit for the year
169,303
(780,361)
Adjustments for:
Depreciation and amortisation
497,946
436,359
Impairment of intangibles
-
31,460
Interest expense
19,680
-
Share-based payments
827,020
24,431
Foreign exchange differences
(38,390)
(285,356)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
(450,445)
361,170
Decrease/(increase) in prepayments
(58,069)
7,645
Increase in trade and other payables
331,787
35,106
Increase/(decrease) in employee benefits
88,362
23,741
Decrease in other operating liabilities
54
(11,223)
Net cash used in operating activities
1,387,248
(157,028)
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
Note 33. Cash flow information (continued)
53
Changes in liabilities arising from financing activities
Borrowings
Lease liabilities
$
$
Balance at 1 July 2022
-
268,221
Net cash used in financing activities
-
(81,967)
Leases entered
-
86,692
Balance at 30 June 2023
-
272,946
Net cash used in financing activities
3,173,333
(127,922)
Lease Interest
-
19,680
Lease Payables
-
(12,859)
Leases entered
-
371,225
Balance at 30 June 2024
3,173,333
523,068
Note 34. Earnings per share
2024
2023
$
$
Profit/(Loss) after income tax attributable to the owners of Resonance Health Limited
169,303
(780,361)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
456,064,369 461,149,601
Weighted average number of ordinary shares used in calculating diluted earnings per
share
468,471,042 461,149,601
Cents
Cents
Basic profit/(loss) per share
0.04
(0.17)
Diluted profit/(loss) per share
0.04
(0.17)
Note 35. Share-based payments
The Company has an Employee Incentive Plan for key staff members and consultants of the Company.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
54
Note 35. Share-based payments (continued)
Options
Set out below are summaries of options granted under the plan:
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
2024
2024
2023
2023
Outstanding at the beginning of the financial year
-
-
12,200,000
$0.175
Expired
-
-
(12,200,000)
$0.175
Outstanding at the end of the financial year
-
-
-
$0.000
Exercisable at the end of the financial year
-
-
-
$0.000
10,000,000 options are due to an employee of the Company as part of their employee agreement which are yet to be
issued, with an exercise price of $0.095 and an expiry date of 30 June 2029. The fair value of these options is $0.029 per
option. These options are subject to vesting conditions which aren’t considered probable to be met at year end. As a result
no expense has been booked for these options.
Performance Rights
Number of
performance rights
2024
On issue at the beginning of the financial year
-
Issued
21,938,709
Converted to Shares
(5,743,327)
Cancelled
(3,788,709)
On issue at the end of the financial year
12,406,673
1,830,000 Performance rights were issued to Mitchell Wells on 11 October 2023, in accordance with a resolution of the
Company’s shareholders at it’s 2022 Annual General Meeting (AGM) with the following vesting conditions:
Tranche
Number granted
Vesting Date
A
610,000
1 October 2023
B
610,000
1 October 2024
C
610,000
1 October 2025
1,830,000
The performance rights were issued for nil cash consideration and are convertible into fully paid ordinary shares in the
capital of the Company, upon vesting.
During the year, Tranche A of the performance rights vested and were converted to shares.
These performance rights were valued, using a valuation methodology based on the guidelines set out in AASB 2 Share-
based Payment.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
55
Note 35. Share-based payments (continued)
For the performance rights granted during the current financial year to Mitchell Wells, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Assumptions:
Tranche A
Tranche B
Tranche C
Number of performance rights
610,000
610,000
610,000
Valuation date
24 November 2022
24 November 2022
24 November 2022
Share price on valuation date
$0.064
$0.064
$0.064
Indicative value per performance right
$0.064
$0.064
$0.064
- Mr Mitchell Wells
$39,040
$39,040
$39,040
The value of the performance rights are being expensed over the deemed life of the Rights, from shareholder approval.
During the period, $46,382 was recognised as an expense in relation to the rights.
20,108,709 Performance rights were issued to Employees of the Company on 11 October 2023, with the following vesting
conditions:
Tranche
Number granted
Vesting Date
A
6,702,907
1 year anniversary of employment
B
6,702,901
2 year anniversary of employment
C
6,702,901
3 year anniversary of employment
20,108,709
The performance rights were issued for nil cash consideration and are convertible into fully paid ordinary shares in the
capital of the Company, upon vesting.
During the year, 5,133,336 Tranche A performance rights vested and were converted to shares on meeting of the service
condition. A further 3,788,709 performance rights were cancelled prior to vesting.
These performance rights were valued, using a valuation methodology based on the guidelines set out in AASB 2 Share-
based Payment.
For the performance rights granted during the current financial year to Employees, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Assumptions:
Tranche A
Tranche B
Tranche C
Number of performance rights
6,702,907
6,702,901
6,702,901
Valuation date
Between 27 June 2023
and 11 October 2023
Between 27 June 2023
and 11 October 2023
Between 27 June 2023
and 11 October 2023
Average share price on valuation date
$0.052
$0.52
$0.052
Indicative value per performance right
$0.052
$0.052
$0.052
- Employees
$357,603
$357,603
$357,603
The value of the performance rights are being expensed over the deemed life of the Rights, from shareholder approval.
During the period, $780,638 was recognised as an expense in relation to the rights.
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
56
Note 35. Share-based payments (continued)
Reconciliation of share based payments expense:
2024
2023
$
$
Options to staff and consultants
-
(23,894)
Vesting of performance rights
827,020
48,325
827,020
24,431
Note 36. Acquisition of TrialsWest
On 31 May 2024 the Company completed the acquisition of TrialsWest Pty Ltd (TrialsWest). Under the terms of the
agreement the Company paid $4 million upfront cash consideration. A further $4 million may be payable to the TrialsWest
vendors pursuant to an earnout arrangement – subject to EBITDA performance targets being achieved during FY24 – FY26.
The fair value of TrialsWest’s net assets acquired and the resulting goodwill and tax balances have been measured
provisionally. If new information obtained within one year of the date of acquisition about facts and circumstances that
existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at
the date of acquisition, then the requirements of the Australian Accounting Standards permits the acquisition values to be
revised. This acknowledges the time required to gain access to and consolidate information for both entities and to make
certain valuations as at the acquisition date. Any changes to these provisional values will be reported within the next
reporting period. The amounts in the table on the following page have been measured on a provisional basis.
A summary of the acquisition is as follows:
$
Cash consideration
4,000,000
Deferred consideration
4,000,000
Total Consideration
8,000,000
Assets acquired and liabilities assumed at fair value
Cash and cash equivalents
435,677
Trade and other receivables
726,127
Plant and equipment
27,481
Right of use assets
43,721
Trade and other payables
(177,906)
Provisions
(268,985)
Lease Liability
(43,721)
Provisional fair value of identifiable net assets acquired
742,394
Provisional goodwill arising on acquisition
7,257,606
Resonance Health Limited
Notes to the consolidated financial statements
30 June 2024
57
Note 36. Acquisition of TrialsWest (continued)
As at 30 June 2024, the goodwill is provisional on completing the further identification of separately identifiable intangible
assets.
From the date of acquisition (31 May 2024), TrialsWest contributed $204,771 of consolidated net income and a net profit
before tax of $97,869 to the Group. If the acquisition had taken place at the beginning of the period (i.e., 1 July 2023),
TrialsWest would have contributed consolidated net income of $2,348,143 and consolidated net profit before tax of
$1,025,769.
The directors have made an assessment of the likelihood of the deferred consideration being payable at the date of
acquisition. As a result of this assessment the full $4,000,000 deferred consideration has been recorded as a liability.
Resonance Health Limited
Consolidated entity disclosure statement
As at 30 June 2024
58
Entity Name
Entity Type
Place Formed/
Ownership
interest
Tax residency
Country of
Incorporation
%
Resonance Health Limited
Body Corporate
Australia
100%
Australia
Resonance Health Analysis Services Pty Ltd
Body Corporate
Australia
100%
Australia
CRO Services Pty Ltd
Body Corporate
Australia
100%
Australia
Resonance Health Laboratory Services Pty Ltd
Body Corporate
Australia
100%
Australia
Resonance USA Inc
Body Corporate
USA
100%
USA, Australia
TrialsWest Pty Ltd
Body Corporate
Australia
100%
Australia
Resonance Health Limited
Directors' declaration
30 June 2024
59
In the Directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2024 and of its performance for the financial year ended on that date; and
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Dr Martin Blake
Chair
29 August 2024
Perth, Western Australia
INDEPENDENT AUDITOR’S REPORT
To the Members of Resonance Health Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Resonance Health Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes to the financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our
report.
ϲϬ
Key Audit Matter
How our audit addressed the key audit matter
Intangible assets
Refer to Note 13
As at 30 June 2024, the Group has intangible
assets, comprising of development assets and
goodwill arising from the acquisition of TrialsWest
Pty Ltd.
Under AASB 136 Impairment of Assets,
intangible assets not yet available for use are
subject to an annual impairment test and other
intangible assets are subject to an impairment
test should indicators of impairment arise.
We considered this to be a key audit matter as it
involves subjectivity and judgement, it is material
to the users’ understanding of the financial
statements as a whole and it required significant
auditor attention and communication with those
charged with governance.
Our procedures included but were not limited to:
x We
critically
evaluated
management's
methodology in the value-in-use model and the
basis for key assumptions;
x
We performed sensitivity analyses around the key
inputs used in the cash flow forecasts that either
individually or collectively would be required for
assets to be impaired and considered the
likelihood of such a movement in those key
assumptions arising;
x
We reviewed the key inputs management used to
determine the necessary impairment;
x
We considered whether the assets comprising the
cash-generating unit had been correctly allocated;
x
We ensured that balances capitalised met the
recognition criteria under AASB 138 Intangible
Assets; and
x
Assessed the appropriateness of the disclosures
included in the relevant notes to the financial
report.
Revenue Recognition
Refer to Note 5
The
Company
recognises
revenue
from
commercial revenue, clinical trials revenue and
other studies recorded either at a point in time or
over time based upon the relevant performance
obligation(s).
We focused on this area as a key audit matter
due
to
it
being
material
to
the
users’
understanding of the financial statements and it
requiring
significant
auditor
attention
and
communication
with
those
charged
with
governance.
Our audit procedures included but were not limited to
the following:
x
We evaluated management's processes and key
controls regarding accounting for the Group's
revenue;
x
We ensured that recognition of revenue was
consistent with the requirements of AASB 15;
x
We performed substantive testing over revenue;
x
We ensured revenue was correctly recorded
based
upon
the
relevant
performance
obligation(s) and was recorded in the correct
period; and
x
We ensured adequate disclosure in the financial
report.
ϲϭ
Acquisition of TrialWest Pty Ltd
Refer to Note 36
The Company completed the acquisition of
TrialsWest Pty Ltd (TrialsWest) on 31 May 2024.
The fair value of TrialsWest’s net assets acquired
and the resulting goodwill have been measured
provisionally.As at 30 June 2024, the goodwill is
provisional
on
completing
the
further
identification of separately identifiable intangible
assets
and
valuation
of
the
deferred
consideration.
We focused on this area as a key audit matter as
accounting for these transactions is a complex
and
judgemental
exercise,
requiring
management to determine the fair value of
acquired assets and liabilities, in particular
determining
the
allocation
of
purchase
consideration
to
goodwill
and
separately
identifiable intangible assets.
Our audit procedures included but were not limited to
the following:
x
We read the acquisition agreement to understand
their key terms and conditions;
x
We agreed the fair value of the consideration to
supporting information;
x
We assessed that the acquisition met the criteria
for a business combination;
x
We obtained audit evidence that the acquisition-
date assets and liabilities of each business were
fairly stated;
x
We considered the allocation of the excess of the
consideration paid over the identifiable net assets
acquired to goodwill and other intangible assets,
in accordance with AASB 3; and
x
We assessed the adequacy of the Group’s
disclosures in the financial report with respect to
the acquisitions.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a)
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b)
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
ϲϮ
(a)
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b)
the consolidated entity disclosure statement that is true and correct and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude 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 ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
ϲϯ
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of Resonance Health Limited for the year ended 30 June 2024
complies with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
N G Neill
Chartered Accountants
Partner
Perth, Western Australia
29 August 2024
ϲϰ
Resonance Health Limited
Shareholder information
30 June 2024
65
The following additional information is disclosed in accordance with section 4.10 of the Australia Securities Exchange
Listing Rules in respect of a listed public company.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Resonance
Health Limited support and adhere to the principles of corporate governance. The Company’s Corporate Governance
Statement is contained on the Company’s web site located here:
http://www.resonancehealth.com
The shareholder information set out below was applicable as at 25 August 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
Number
shares
of holders
of
issued
1 to 1,000
120
18,326
0.00
1,001 to 5,000
191
698,544
0.16
5,001 to 10,000
202
1,622,923
0.36
10,001 to 100,000
876
36,915,657
8.26
100,001 and over
420 407,637,478
91.22
1,809 446,892,928
100.00
Holding less than a marketable parcel
426
1,485,701
0.33
Resonance Health Limited
Shareholder information
30 June 2024
66
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
SOUTHAM INVESTMENTS 2003 PTY LTD
74,300,000
16.63
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
49,401,078
11.05
MR PAUL JOHN VAN DYK
9,250,031
2.07
MR ANDREW DUNCAN HARRISON & MRS KATRINA ELLEN HARRISON
8,000,000
1.79
MR WILLIAM MURRAY THOMPSON
6,658,660
1.49
MS JADE LOUISE THOMPSON
6,512,759
1.46
MR HARISH GARG
6,500,000
1.45
MR BRUCE ALAN STEVENSON
6,400,000
1.43
MR PAUL ANDREW FITZMAURICE & MRS TANIA MARIE FITZMAURICE
5,250,000
1.17
MARCOLONGO NOMINEES PTY LTD
5,186,200
1.16
MR HELMUT ROCKER
5,000,000
1.12
MR THOMAS PSARAKIS
4,434,777
0.99
MR EVAN GEORGE CROSS & MRS DONNA SHARON CROSS
4,000,000
0.90
DR MARTIN PETER BLAKE
3,798,590
0.85
DR RUSSELL KAY HANCOCK
3,782,704
0.85
THE UNIVERSITY OF WESTERN AUSTRALIA
3,478,750
0.78
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED (NO 1 ACCOUNT)
3,305,746
0.74
NEWECONOMY COM AU NOMINEES PTY LIMITED (900 ACCOUNT)
3,197,656
0.72
CORNUCOPIA ASSETS PTY LTD
3,140,000
0.70
MR ROBERT FRANCIS PANTON
2,800,000
0.63
214,396,951
47.97
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
Number held
issued
SOUTHAM INVESTMENTS 2003 PTY LTD
74,300,000
16.63
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
49,401,078
11.05
Resonance Health Limited
Shareholder information
30 June 2024
67
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a poll any member voting in advance by proxy or present at a meeting in person or by proxy shall have one vote per
share.