ANNUAL REPORT
2024
Contents
Chairman & CEO Update
iv
Directors' Report
1
Auditor's Independence Declaration
18
Financial Statements
19
Statement of Profit or Loss
and Other Comprehensive Income
19
Statement of Financial Position
20
Statement of Changes in Equity
21
Statement of Cash Flows
23
Notes to the Financial Statements
24
Consolidated Entity Disclosure Statement
55
Directors' Declaration
56
Independent Audit Report
57
Additional Information
62
Corporate Directory
65
Respiri Limited
ABN 98 009 234 173
ii
RESPIRI LIMITED
“STRATEGICALLY
POSITIONED FOR
SUBSTANTIAL
GROWTH WITH A
CLEAR PATHWAY TO
PROFITABILITY”
Marjan Mikel
CEO & Managing Director
iii
ANNUAL REPORT 2024
This year has been one of significant
progress, defined by successful
strategic initiatives, operational
milestones, and exciting developments
that position Respiri for continued
growth and success.
US Market, Expansion
and Acquisitions
The US continues to be the company’s
primary focus. The US Remote
Monitoring market projected to almost
double and reach approximately
US$25 billion by 2028, representing
a CAGR of 11.16% during the forecast
period1. Furthermore, the number
of US citizens who will be 65+ years
or older will almost double over the
next quarter century to about 90
million US citizens2. With over half
of all current US citizens living with
two or more chronic conditions,
there is a significant need for remote
care management solutions to help
take the pressure off the health
system, especially reducing higher
cost encounters from unplanned
emergency department visits, hospital
admissions and costly re-admissions.
To that affect, Medicare fines for high
hospital readmissions resulted in 2,300
facilities being penalized, representing
43% of all US hospitals3.
The need for scalable and proven
remote care management solutions,
to meet the needs of patients whilst
reducing the financial burden and
pressure faced by the US healthcare
system is even more pressing. Respiri’s
strategic direction and decisions
taken throughout FY24 have been led
through this prism and will continue to
shape our efforts moving forward.
During FY24, Respiri took a pivotal
step by acquiring Access Managed
Services (ASX Announcement 14th
August 2023), providing an asset
that enabled the company to deliver
a full suite RPM solution and allowing
greater operational control over
business strategy execution. This
transformative acquisition provides
Respiri with a comprehensive
Remote Care Management solution
that caters to major disease states,
such as respiratory, cardiovascular,
diabetes, and obesity. It accelerated
our entry into the US market and
enabled us to deliver scalable
beyond-the-clinic solutions.
Over the past year management has
delivered a plan that has differentiated
Respiri from the competition on three
fundamental platforms:
•
The unique and proprietary
wheezo device which enables
Respiri to deliver a clinically
relevant and easy RPM solution for
respiratory disorders such as COPD
and asthma.
•
Clinic in Cloud (CiC), allowing the
company to further streamline
program execution with clients and
improving per patient per month
(pppm) revenues.
•
Willingness to enter risk-share
value-based contracts which our
clients often undertake, where the
Company gets paid a per member
per month (pmpm) rather than a
fee for service pppm and further
shares the upside and downside of
the savings that are generated over
the contract term.
Dear Fellow Shareholders,
On behalf of the Board of Directors of Respiri Limited,
we are pleased to present the company’s Annual
Report for the year ended 30 June 2024.
1.
https://www.arizton.com/market-reports/us-remote-patient-monitoring-
market#:~:text=The%20U.S.%20remote%20patient%20monitoring%20market%20size%20
was%20valued%20at
2.
https://www.vantagemarketresearch.com/industry-report/remote-healthcare-market-2221
3.
https://psnet.ahrq.gov/issue/medicare-fines-high-hospital-readmissions-drop-nearly-2300-
facilities-are-still-penalized
Chairman & CEO Update
iv
RESPIRI LIMITED
These three unique differentiators
make the Respiri value proposition
attractive to existing and potential
clients as they address the pain points
faced by healthcare organisations
and patients alike. Operationally the
Company has developed processes to
deliver on this differentiation resulting
in superior outcomes for patients,
healthcare providers/organisations
and very importantly insurers/payers.
These operational strengths include:
1. AI-Driven Patient Identification:
Using advanced AI tools, help
identify at-risk patients who can
benefit most from remote monitoring
and care management services.
This ensures efforts are invested
where they can have the greatest
impact, improving patient outcomes,
reducing events and associated
unnecessary costs.
2. Tailored Patient Programs:
Each patient is paired with the right
program based on their specific
needs, ensuring optimized care and
improved health outcomes.
3. Seamless Onboarding: Patient
recruitment, consent, and
onboarding processes are designed
to be seamless, reducing friction and
improving patient engagement.
4. Local Presence: Respiri is
committed to establishing a local
presence in the communities
it serves. Hiring local staff and
creating community-based
solutions, builds trust and foster
lasting relationships between
Company care coordinators and
supported patients.
5. Simplified Claims and Billing:
Navigating the complexities of
claims, billing, and reconciliation is
a significant burden for healthcare
organizations. Respiri has developed
streamlined processes that remove
this complexity, allowing clients to
focus on patient care rather than
administrative tasks.
6. Clinic in Cloud (CiC): Respiri’s
comprehensive care management
services include the provision
of Evaluation and Management
services, which reduce the workload
on client provider teams, freeing
them to focus on more critical
aspects of patient care.
Respiri expects
to achieve
significant
sustainable
growth and
are confident
that Respiri will
reach cash-
positive status
by CY2024
v
ANNUAL REPORT 2024
These improved and highly valued
capabilities allow Respiri to offer
a differentiated suite of Care
Management Services, including
but not limited to, Remote Patient
Monitoring (RPM), Principal Care
Management (PCM), Chronic Care
Management (CCM) and Transition
Care Management (TCM). These wrap-
around services reduce and, in many
cases, remove known executional client
choke points expediting a paradigm
shift to enhance the continuum of
patient care. With clients, Respiri is
creating a new standard of care and
delivering value to all key stakeholders,
centred around the patient.
With twenty-six existing clients and a
strong pipeline of future opportunities,
these enhanced capabilities and
streamlined processes will drive
rapid growth in patient volumes and
new client acquisitions over the next
year. Respiri’s recent June quarter
highlights the patient acquisition
opportunities at hand, which, if added
to Respiri’s recently announced
(ASX Announcement 16th September
2024) Respiri/Ceras partnership and
contract with Covenant Health Inc,
brings the patient opportunity for just
these clients to approximately 30,000
patient lives.
Respiri’s leadership continues to
focus on the value-based/risk-share
healthcare market. Accountable Care
Organisations (ACOs), Managed
Service Organisations (MSOs),
Independent Physician Associations
(IPAs), Health Plans or other like
organisations, are all seeking proven
and sustainable solutions to reduce
overall healthcare expenditure across
patient lives under management and
partners with a willingness to align
their business models around this
approach, which is unique to Respiri’s
business model. National Healthcare
Expenditure over the next ten years is
projected to grow by an annual 5.6%
and is set to outpace that of average
GDP growth 4.3%4.
Respiri’s breadth of Remote Care
Management services, coupled
with wrap around services that
streamline known barriers have been
well received. Respiri is currently in
well advanced discussions with four
such organisations.
Respiri’s success in Hawaii has also led
to the establishment of a dedicated
team on the ground. Establishing a
local community presence is seen as
a key differentiator and showcases
Respiri’s commitment to hire local
staff to support local patients and
locally based clients. This commitment
underscores our dedication to scaling
effectively as patient numbers grow.
Clinic in Cloud (CiC) and
Reimbursement Success
Respiri’s Clinic in Cloud (CiC) service
continues to expand, offering state-
specific reimbursement solutions.
Initial monthly Average Revenue
per patient per month is currently
generating ~US190. Respiri expects
pppm to grow as many of Respiri’s
consented patients meet criteria for
multiple programs and CiC has helped
drive higher patient engagement
and better program persistence,
resulting in higher lifetime-value
revenues per patient. With growing
demand for these services, Respiri is
well-positioned to secure more risk-
share and capitated contracts with
the various types of organisations as
outlined above in the coming months.
Growth through Acquisitions
and Partnerships
Respiri is actively evaluating
acquisition opportunities in this
fragmented market. Respiri aims to
acquire complementary businesses
that present synergies in cost
efficiencies, cross-selling potential, and
overall growth opportunities. These
acquisitions will enhance Respiri’s
immediate scale in the US market,
tap into required new capabilities
and know how whilst opening up
existing consented patients to
broader program offerings, further
improving pppm.
Operational and Clinical
Team Growth
Respiri’s US team has expanded to
accommodate new client growth
and subsequent significant patient
growth. The clinical and client
operations teams, now numbering 16,
supports RPM, CCM, PCM and TCM
services supporting clients through
the readiness and launch phases as
seamlessly as possible. Establishing a
continuous improvement behaviour
amongst the teams is a necessity
to onboard multiple clients at once
over the next 12 months and beyond.
Establishing the “Respiri Way” of how
Respiri operates is pivotal to meet our
strategic goals.
Tactically, Respiri is delivering clinical
monitoring efficiency, with each
Respiri care coordinator managing
up to 250 patients which generates
approximately US$250K per annum in
service revenues off a headcount cost
base of US$70K. Respiri anticipates
further headcount increases, aligned to
patient number growth, over the next
12 months and beyond.
Chairman & CEO Update continued
4.
https://www.cms.gov/data-research/statistics-trends-and-reports/national-health-expenditure-
data/nhe-fact-sheet#:~:text=NHE%20grew%204.1%25%20to%20%244.5,18%20percent%20
of%20total%20NHE.
vi
RESPIRI LIMITED
Wearable Clinical
Study Progress
Respiri is excited to announce
the commencement of a clinical
study for the new wearable device,
in partnership with Fox Valley
Pulmonology Medicine Clinic in
Wisconsin. Patient enrolment is set to
begin in October 2024, and the study
protocol objectives are to validate
AI-driven predictive algorithms, a key
component of the FDA submission
expected to be filed in Q4, CY2025.
Respiri looks forward to sharing news
on the clinical development of the
wearable device which will expand the
respiratory device offering, allowing
Respiri to cater to a broader base of
patients and support US healthcare
organisations with new programs for
patient cohorts which are currently
underserved. This device will play a
critical role in monitoring respiratory
patients transitioning from hospital
and hospital-like settings to home
care, enhancing Respiri’s capabilities
alongside wheezo®.
Leadership Appointments
The board were pleased to welcome
US State Senator and pulmonologist,
Dr. Tom Takubo, to the Board as
a Non-Executive Director (ASX
Announcement 14th December, 2023).
Dr Takubo was first elected West
Virginia State Senator in January
2015. He sits on several committees
including as Vice Chair of Senate
Health and Human Resources and
Senate Finance amongst others and
has sponsored a number of Bills in
his role as a legislator. Dr Takubo was
re-elected to the Senate in November
2022. Dr Takubo also holds the
position of Executive Vice President
of Provider Relations at West Virginia
University (WVU) Health System
where his clinical experience as a
community-based Pulmonologist
and Critical Care specialist provides
strategic and practical insights into
WVUHS clinical development direction
and investments. He is responsible
for helping build and manage new
relationships and partnerships with
external healthcare organisations
and other businesses. He leads
the development of innovative
digital healthcare strategies for the
organisation designed to introduce
more effective, world leading
healthcare aimed at improving
patient health outcomes. His clinical
expertise and leadership in healthcare
will provide invaluable insights as we
continue to grow US operations and
he has been a valuable addition to
the board.
Financial Performance
and Outlook
The June quarter was marked by
record-breaking patient enrolments,
with over 1,423 patients actively
participating in our programs.
This growth equates to annualized
revenues of AUD$1.5M (US$1M+) and
a significant increase in recurring
revenue streams. With the number of
healthcare organisation clients almost
doubling from 15 to 26, Respiri is
well-positioned for continued revenue
acceleration in the year ahead.
Looking forward, Respiri expects
to achieve significant sustainable
growth and are confident that Respiri
will reach cash-positive status by
CY2024. The next 12 months will
see Respiri building on the strong
foundation laid in 2024, with further
expansions—both organic and possible
acquisitions—playing a crucial role in
ongoing success.
In Closing
Respiri would like to extend its
heartfelt gratitude to shareholders
for your continued support. The
Board and senior management
remain committed to delivering on
its strategic priorities and generating
value for investors. With your ongoing
trust, Respiri is well-positioned to
continue making a meaningful impact
on the lives of patients living with
chronic diseases. Respiri looks forward
to keeping you informed as it builds on
the successes of FY24.
Nicholas Smedley
Marjan Mikel
Executive Chairman
CEO and
Managing Director
vii
ANNUAL REPORT 2024
Contents
For the Year Ended 30 June 2024
Page
Financial Statements
Chairman and CEO Update
Directors' Report
1
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
18
Statement of Profit or Loss and Other Comprehensive Income
19
Statement of Financial Position
20
Statement of Changes in Equity
21
Statement of Cash Flows
23
Notes to the Financial Statements
24
Consolidated Entity Disclosure Statement
55
Directors' Declaration
56
Independent Audit Report
60
FINANCIAL
STATEMENTS
2024
viii
RESPIRI LIMITED
Directors' Report
30 June 2024
The Directors of Respiri Limited ("RSH", "Respiri", "Company" or "the Group") submit herewith the annual financial report of
the Group for the financial year ended 30 June 2024. In order to comply with the Corporations Act 2001, the Directors'
Report are as follows:
Directors
The names of each person who has been a director during the year and to the date of this report are:
Mr Nicholas Smedley
Executive Chairman
Appointed to the Board
30 October 2019
Last elected by Shareholders
16 December 2020
Experience
Nicholas is an experienced Investment Banker and M&A Advisor, with
14 years’ experience at UBS and KPMG. He has worked on M&A
transactions in the UK, Hong Kong, China, and Australia with
transactions ranging from the A$9bn defence of WMC Resources
through to the investment of $65m into Catch.com.au. Nicholas
currently oversees investments in the Property, Aged care,
Technology and Medical Technology space. Key areas of expertise
include M&A, Debt structuring, Corporate governance and innovation.
Qualifications
B.Com
Interest in shares and options
15,459,668 Ordinary Shares and 70,000,000 Unlisted Options
Directorships held in other
listed entities
Directorships held in the last
three years
AD1 Holdings Limited
Findi Limited
None
Mr Marjan Mikel
CEO and Executive Director
Appointed to the Board
25 November 2019
Last elected by Shareholders
16 December 2020
Experience
Marjan is a highly experienced managing director and board member
with a career spanning Australia, Europe and Japan, Marjan’s focus
has been in the healthcare industry; from pharmaceuticals and
information services and technology to medical devices and sleep
disorder solutions. He founded and subsequently sold Healthy Sleep
Solutions after developing it into a successful business, with Resmed
Ltd as a joint venture/shareholder partner.
He is an industry research fellow at University of New South Wales
Faculty of Engineering.
Qualifications
BSc(Hons), Grad Dip Ed, MCom; MAICD
Interest in shares and options
4,558,687 Ordinary Shares and 75,000,000 Unlisted Options
Directorships held in other
listed entities
Directorships held in the last
three years
Nil
None
1
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Directors (continued)
Dr Tom Takubo
Non-Executive Director
Appointed to the Board
11 December 2023
Experience
Dr Takubo was first elected West Virginia State Senator in January
2015. In this legislative role he sits on a number of committees
including as Vice Chair of Senate Health and Human Resources and
Senate Finance amongst others and has sponsored a number of Bills
in his role as a legislator. Dr Takubo was re-elected to the Senate in
November 2022.
Dr Takubo also holds the position of Executive Vice President of
Provider Relations at West Virginia University (WVU) Health System
where his clinical experience as a community-based Pulmonologist
and Critical Care specialist provides strategic and practical insights
into WVUHS clinical development direction and investments. He is
responsible for helping build and manage new relationships and
partnerships with external healthcare organizations and other
businesses. He leads the development of innovative digital healthcare
strategies for the organisation designed to introduce more effective,
world leading healthcare aimed at improving patient health outcomes.
WVUHS provides services throughout West Virginia, Ohio,
Pennsylvania and Maryland and includes a network of hospitals with
more than 1,800 beds and other health care institutions and services.
Dr Takubo also continues to practice medicine as the Chief of
Pulmonary and Critical Care Medicine at Charleston Area Medical
Center. This frontline experience and commitment to his patients,
continues to help forge his understanding of the health care
challenges and opportunities that exist in the United States.
Qualifications
Dr Takubo attended Marshall University and received his M.D. from
the West Virginia School of Osteopathic Medicine.
Interest in shares and options
Nil
Directorships held in other
listed entities
Directorships held in the last
three years
Nil
None
2
RESPIRI LIMITED
Directors' Report
30 June 2024
Company secretary
Andrew Metcalfe was appointed as Company Secretary on 15th August 2022 and resigned on 29th January 2024.
Mr Justin Mouchacca and Ms Nova Taylor are the current company secretaries effective 29th January 2024.
Mr Mouchacca is a Chartered Accountant and Fellow of the Governance Institute of Australia with over 17 years’ experience
in public company responsibilities including statutory, corporate governance and financial reporting requirements. Since
July 2019, he has been principal of JM Corporate Services and has been appointed Company Secretary and Financial
Officer for a number of entities listed on the ASX and unlisted public companies.
Ms Taylor is a professional Company Secretary with approximately 7 years’ experience working with listed companies in
Company Secretary and Assistant Company Secretary roles.She previously worked for Computershare Investor Services
Pty Ltd in various roles for over 10 years. Nova has completed a Bachelor of Laws at Deakin University.
Principal Activities
The Company’s principal activities in the course of the financial year have been the research, development and
commercialisation of medical devices, and the development of mobile health applications.
There were no significant changes in the nature of the Group's principal activities during the financial year.
Operating and Financial review
Revenue for the June 2024 financial year was $1m which included operating revenue of $0.5m for the year, this is up by
511% on the prior year operating revenue of $0.1m. The last quarter of this financial year contributing a record $190k in
operating revenue. The Financial Year ended 30 June 2024, particularly Q4, saw Respiri significantly grow both patient
numbers on Remote Patient Monitoring (RPM) and other programs and the number of healthcare organisation clients (15 to
26) being serviced by the Company.
The loss for the Group after income tax for the reporting period was $7,129,247 (2023: $5,775,290) and an operating cash
outflow of $6,641,350 (2023: $4,490,186). This result has been achieved after fully expensing all research and development
costs. The increase in Consulting, employee and director expense of $3,908,544 and Corporate administration expenses of
$2,795,572 reflect the additional hire of key management personnel in the US and other key business roles required to
support Respiri's corporate objectives. There were also increased transactional costs arising from the US acquisition of
Access Telehealth.
At year end the company held $2,751,565 in inventories and $762,874 cash on hand.
The June 2024 quarter was a significant inflection milestone for active patient numbers, increasing 353% from 314 to 1,423
on RPM and other programs as restructuring, partnerships, redesigned processes and client portfolio rationalisation begin
to significantly impact performance and driving a record recurring revenue achievement of almost A$100K in June 2024.
Active programs developed in conjunction with the clients have, and will be, executed to ensure patient onboarding is
expedited in the current quarter and beyond. Assuming a modest 33% conversion, and full onboarding kick-off in
September, Respiri expects to increase patient numbers by another circa 3,000 from these clients with more specific
patients target lists to be identified and onboarded in subsequent waves from these clients and others. Respiri's current
RPM per patient per month (pppm) target is US$70-US$100.
The Company expects to secure more RPM contracts from new clients, including major accounts with Payor/health
insurers, IPAs/ACOs and other Healthcare Organisations with these patient populations in addition to those described
above.
3
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Operating and Financial review (continued)
Respiri continues to actively evaluate possible acquisition target companies in this highly fragmented sector. Target
companies have similar or complementary businesses presenting both restructuring procurement/efficiency cost savings
and also growth opportunities arising from cross-selling prospects across the respective existing client portfolios and the
revenue synergies that exist with Respiri's Clinic in Cloud model and progress in securing future risk-share/capitated
contracts, all of which are unique to Respiri.
Further, as planned, the new wearable device clinical study protocol with Fox Valley Pulmonology Medicine, Wisconsin, has
been approved by an Independent Institution Review Board (IRB). 39 patients have already been identified for the study
with first patient enrolment scheduled in August/early September. The study will be completed in about six months and then
data analysed. This study will be used as the basis for US FDA regulatory approval which is targeted to be submitted in Q3,
2025 with approval anticipated in Q2, 2026. The device will have particular clinical utility in Transitional Care Management
(TCM) for COPD patient discharged from hospital to their homes and this is reimbursed by CMS (Medicare) in the USA.
This device will not replace wheezo which will continue to be used in the RPM setting where it is currently reimbursed as
part of RPM programs.
Dividends
The Company did not pay any dividends during the financial year. The Directors do not recommend the payment of a
dividend in respect of the 2024 financial year. (2023: Nil).
Significant Changes in State of Affairs
During the reporting period, there were notable changes in the group's state of affairs concerning options and shares. The
group successfully raised $8.8 million in cash through a placement offering, resulting in the issuance of new shares.
Additionally, $0.98 million was converted into equity. Over the year, the group issued a total of 141 million options,
comprising 76 million listed options and 65 million unlisted options.
In the opinion of the Directors, there were no other significant changes in the state of affairs of entities in the Group during
the financial year under review not otherwise disclosed in the Annual Report. The board decided to focus 100% of its
commercialisation efforts on the US market and for that reason decided to exit the Australian market.
Matters Subsequent to Reporting Period
Following the year-end, the group successfully raised $2,997,000 in cash in August through a placement offering.
Additionally, a $1,100,000 loan was converted into equity.
The group is also expecting to receive an R&D tax offset of $611,282 in the second quarter
Likely Developments and Expected Results
Please refer to the ‘Operating and Financial Review’ section at the start of the Directors’ Report for information in relation to
Company’s future Developments and Events.
Environmental Regulations
The Group's operations are not regulated by any significant environmental regulations under either Commonwealth or State
legislation.
Risk Management
The Board is responsible for overseeing the establishment and implementation of the risk management system, and for the
reviewing and assessing the effectiveness of the Company's implementation of that system on a regular basis.
4
RESPIRI LIMITED
Directors' Report
30 June 2024
Risk Management (continued)
The Board and senior management continue to identify the general areas of risk and their impact on the activities of the
Company. The Board has established a formal process in relation to the maintenance of an internal risk register which is
updated and reviewed by the Board at its monthly meetings. The potential risk areas for the Company include:
reliance on key personnel
Implement succession planning and retention strategies.
Ensure cross-training and knowledge-sharing to mitigate risks associated with reliance on specific individuals.
efficacy, safety and regulatory risks of medical devices
Maintain a rigorous quality assurance program and adhere to all relevant regulatory standards.
Conduct ongoing clinical trials, post-market surveillance, and regulatory monitoring.
financial position of the Company and the financial outlook;
Diversify revenue streams, conduct regular financial forecasting, and build financial reserves.
Monitor cash flow and manage liquidity prudently.
domestic and global economic outlook and share market activity;
Diversify market presence across regions and sectors.
Monitor economic indicators and adjust strategies accordingly.
changing government policy (Australian and overseas);
Engage with policymakers, monitor policy changes, and adapt strategies as needed.
Diversify operations to mitigate the impact of policy shifts in any single jurisdiction.
competitors' products and research and development programs;
Invest in R&D, market analysis, and strategic partnerships to stay competitive.
market demand and market prices for medical device technologies;
Continuously analyze market trends, adjust pricing strategies, and diversify product offerings.
environmental regulations;
Comply with environmental regulations and adopt sustainable practices.
ethical issues relating to medical device research and development;
Establish a code of ethics and ensure ethical practices in all R&D activities.
the status of partnership and contractor relationships;
Maintain strong relationships through due diligence, communication, and contingency planning.
5
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Risk Management (continued)
other government regulations including those specifically relating to the biomedical and health industries; and
Stay informed of changes in regulations and ensure compliance.
occupational health and safety and equal opportunity law.
Regularly update workplace safety protocols, conduct audits, and promote a culture of inclusivity.
The above list of risk areas ought not to be taken as an exhaustive one of the risks faced by the Company or by investors in
the Company. The above areas, and others not specifically referred to above, may in the future materially affect the
financial performance of the Company.
The Board and Management will continue to perform a regular review of the following:
the major risks that occur within the business;
the degree of risk involved;
the current approach to managing the risk; and
where appropriate, determine:
any inadequacies of the current approach; and
possible new approaches that more efficiently and effectively address the risk.
Healthcare Technology Companies – Inherent Risks
Some of the risks inherent in the development of medical device products to a marketable stage include the uncertainty of
patent protection and proprietary rights, whether patent applications and issued patents will offer adequate protection to
enable product development or may infringe intellectual property rights of other parties, the obtaining of the necessary
regulatory authority approvals and difficulties caused by the rapid advancements in technology.
Also a particular medical device may fail the clinical development process through lack of efficacy or safety. Companies
such as Respiri Limited are dependent on the success of their medical devices and on the ability to attract funding to
support these activities.
Investment in healthcare technology including medical devices cannot be assessed on the same fundamentals as trading
and manufacturing enterprises and thus investment in these areas must be regarded as speculative taking into account
these considerations.
6
RESPIRI LIMITED
Directors' Report
30 June 2024
Meetings of Directors
A number of formal meetings were held during the year as tabled below:
Directors'
Meetings
Number
eligible to
attend
Number
attended
Mr Nicholas Smedley
9
9
Mr Marjan Mikel
9
9
Dr Tom Takubo
6
3
Mr Brad Snow
3
3
Mr Brian Leedman
3
3
For the date of appointment and resignation of each Director and Executive, please refer to the Remuneration Report
section of the Directors’ Report.
Indemnification of Officers and Auditors
During the financial year, the Company maintained an insurance policy to indemnify Directors and Officers against certain
liabilities incurred as such a Director or Officer, including costs and expenses associated in successfully defending legal
proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify the Auditor of the
Company or any related body corporate against a liability incurred as such an Officer or Auditor.
Proceedings on Behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
Non-audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's
expertise and experience with the Company and/or the Group are important.
During the year ended 30 June 2024 the Company did not engage the external auditor to provide non-audit services.
Auditor's Independence Declaration
The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended
30 June 2024 has been received and can be found on page 18 of the financial report.
7
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Share Options on Issue as at the Date of this Report
The unissued ordinary shares of Respiri Limited under option as at the date of this report were:
Unlisted options
Class
ASX Code
Date of Expiry
Exercise Price
$
No. under Option
02
RSHAG
31 Dec 2024
0.03
6,000,000
09
RSHAC
30 Sep 2024
0.20
30,000,000
17
RSHAC
15 Jun 2026
0.30
8,000,000
18
RSHAAA
17 Dec 2025
0.30
65,000,000
19
RSHAAA
17 Dec 2025
0.30
10,000,000
20
RSHAAB
31 Jan 2027
0.20
3,200,000
21
RSHAAC
09 Jun 2027
0.10
2,000,000
22
RSHAI
01 Mar 2025
0.10
5,000,000
23
RSHAJ
01 Mar 2025
0.20
10,000,000
24
RSHAAD
31 Dec 2024
0.10
2,500,000
24
RSHAADI
30 Jun 2025
0.10
5,000,000
24
RSHAAD
31 Dec 2025
0.10
2,500,000
24
RSHAAD
30 Nov 2025
0.10
1,000,000
24
RSHAAD
30 Nov 2025
0.10
1,500,000
24
RSHAAD
31 Jan 2026
0.10
1,000,000
24
RSHAAD
30 Jun 2026
0.20
2,500,000
24
RSHAAD
31 Dec 2026
0.20
2,500,000
28
RSHAAG
30 Jun 2028
0.12
30,000,000
29
RSHAAH
30 Jun 2028
0.12
30,000,000
Please refer to note 26 for further details regarding the above unlisted options on issue as at 30 June 2024.
Listed options
Class
ASX Code
Date of Expiry
Exercise Price
$
No. under Option
25
RSHO
30 Jun 2025
0.065
76,470,409
There were no listed options outstanding at the reporting date,
Corporate Governance
In recognising the need for the highest standards of corporate behaviours and accountability, the Directors of Respiri
support and adhere to good corporate governance practices. The Company’s Corporate Governance Statement is available
on the Company’s website at www.Respiri.co.
Remuneration Report (Audited)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Company as required by
the Corporations Act 2001 and its Regulations.
This report details the nature and amount of remuneration of each Director of Respiri Limited and all other Key Management
Personnel.
8
RESPIRI LIMITED
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
For the purposes of this report, Key Management Personnel (KMP) are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any
Director (whether Executive or otherwise) of the Company.
For the purposes of this report, the term 'executive' encompasses the Executive Chairman.
Names
Position
Appointment/Resignation
Directors
Mr Marjan Mikel
CEO
Appointed on 2nd December 2019
Executive Director
Appointed on 25th November 2019
Mr Nicholas Smedley
Executive Chairman
Appointed on 30th October 2019
Dr Tom Takubo
Non-Executive Director
Appointed on 11th December 2023
Mr Brad Snow
Mr Brian Leedman
Non-Executive Director
Non-Executive Director
Resigned on 11th December 2023
Resigned on 3rd November 2023
Other KMP
Mr George Vlachodimitropoulos
Chief Technology Officer
Appointed on 23rd August 2021
Dr Samaneh Sarraf Shirazi
Chief Research Officer
Appointed on 4th February 2019
Mr Peter Hildebrandt
Mr Theo Antonopoulos
Chief Operating Officer
Chief Commercial Officer
Appointed on 1st November 2020
Appointed on 7th June 2021
Remuneration Policy
Remuneration of all Non-Executive Directors and Officers of the Company is determined by the Board following
recommendation by the Remuneration and Nomination Committee.
The Company is committed to remunerating Executive Directors in a manner that is market-competitive and consistent with
"Best Practice" including the interests of shareholders. Remuneration packages are based on fixed and variable
components, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity.
Non-Executive Directors are remunerated out of the aggregate amount limit approved by shareholders and at a level that is
consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior
Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than
statutory superannuation, if applicable.
Voting and comments made at the Company’s Annual General Meeting
The Company did not receive any specific feedback at the AGM or throughout 2024 on its remuneration practices. The
Remuneration Report was adopted at the 2023 AGM by more than 98% of eligible votes received.
Remuneration Policy Versus Company Financial Performance
Directors have been compensated for work undertaken and the responsibilities assumed in being Directors of this publicly
listed company based on industry practice. Consistently with good corporate governance practices, compensation of Non-
Executive Directors is not linked to specific performance hurdles or objectives.
9
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
This pattern is indicative of the Company's performance over the past five years. Accordingly, no dividends have been paid
during the year, or in respect of the 2024 financial year.
Net (Loss)/
Profit
$
Share Price
at Balance
Sheet Date
$
Loss per
Share
$ (cents)
Financial Year
2024
(7,129,247)
0.03
(0.70)
2023
(5,775,290)
0.04
(0.72)
2022
(6,624,313)
0.06
(0.91)
2021
(11,040,347)
0.07
(1.58)
2020
(7,260,935)
0.09
(1.27)
Performance Based Remuneration
The purpose of a performance bonus is to reward individual performance in line with Company objectives. Consequently,
performance based remuneration is paid to an individual where the individual's performance clearly contributes to a
successful outcome for the Company. This is regularly measured in respect of performance against key performance
indicators (KPI's).
The Company uses a variety of short-term and long-term KPI's to determine achievement, depending on the role of the
executive or director being assessed and the particular KPI being targeted.
These include:
successful contract negotiations;
company share price consistently reaching a targeted rate on the ASX or applicable market over a period of time; and
completion of set milestones.
The Non-Executive Directors do not receive performance-based remuneration.
10
RESPIRI LIMITED
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
Details of Remuneration for the Year Ended 30 June 2024
The remuneration for each Director and each of the other Key Management Personnel of the consolidated entity during the
year was as follows:
Short-term Employee
Benefits
Long-term Employee Benefits
Share-based
payments
2024
Cash salary
and fees
$
Annual
leave
$
Superannuation
contribution
$
Long service
leave
$
Shares/
Options
$
$
Directors
Mr Marjan Mikel
428,306
36,350
27,500
23,937
242,290
758,383
Mr Nicholas Smedley
245,455
-
-
-
242,290
487,745
Dr Tom Takubo*
-
-
-
-
-
-
Mr Brad Snow**
31,109
-
-
-
-
31,109
Mr Brian Leedman***
53,913
-
5,930
-
-
59,843
Other KMP
Mr George
Vlachodimitropoulos
250,000
3,700
27,500
3,545
-
284,745
Mr Theo Antonopoulos
275,000
(7,002)
27,500
7,158
-
302,656
Mr Peter Hildebrandt
235,000
8,395
25,850
7,308
-
276,553
Dr Samaneh Sarraf
Shirazi
176,459
8,716
19,410
3,428
-
208,013
1,695,242
50,159
133,690
45,376
484,580
2,409,047
*
Appointed on 11th December 2023
**
Resigned on 11th December 2023
*** Resigned on 3rd November 2023
Short-term Employee
Benefits
Long-term Employee Benefits
Share-based
payments
2023
Cash salary
and fees
$
Annual
leave
$
Superannuation
contribution
$
Long service
leave
$
Shares/
Options
$
$
Directors
Mr Marjan Mikel
428,306
3,295
25,292
-
116,321
573,214
Mr Nicholas Smedley
245,455
-
-
-
64,766
310,221
Mr Brad Snow
95,269
-
-
-
-
95,269
Mr Brian Leedman
13,914
-
1,530
-
-
15,444
Other KMP
Mr George
Vlachodimitropoulos
250,000
9,616
25,292
-
7,304
292,212
Mr Theo Antonopoulos
275,000
13,750
25,292
-
21,848
335,890
Mr Peter Hildebrandt
235,000
3,163
24,675
-
34,297
297,135
Dr Samaneh Sarraf
Shirazi
176,458
679
18,528
20,687
-
216,352
1,719,402
30,503
120,609
20,687
244,536
2,135,737
11
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
At Risk Income as a Proportion of Total Remuneration
All Executive Directors and other key management personnel are eligible to receive incentives whether through employment
contracts or by the recommendation of the Board. Their performance payments are based on a set monetary value, set
number of shares or options or as a portion of base salary. Therefore, there is no fixed proportion between incentive and
non-incentive remuneration. Entitlement to these payments does not depend on the future performance of the Company.
Non-Executive Directors are not entitled to receive bonuses and/or incentives.
The relative proportions of remuneration income that are at risk, and those that are fixed, are as follows:
Fixed
Remuneration
At Risk - STI
At Risk - LTI
2024
%
2023
%
2024
%
2023
%
2024
%
2023
%
Directors
Mr Marjan Mikel (appointed on 25 November 2019)
68
80
-
-
32
20
Mr Nicholas Smedley (appointed on 30 October 2019)
50
79
-
-
50
21
Mr Brad Snow (resigned on 11 December 2023)
100
100
-
-
-
-
Mr Brian Leedman (resigned on 3 November 2023)
100
100
-
-
-
-
Other Key Management Personnel
Mr George Vlachodimitropoulos (appointed on 23
August 2021)
100
97
-
-
-
3
Mr Theo Antonopoulos (appointed 7 June 2021)
100
93
-
-
-
7
Mr Peter Hildebrandt (appointed 1 November 2020)
100
88
-
-
-
12
Dr Samaneh Sarraf Shirazi (appointed 4 February
2019)
100
100
-
-
-
-
At risk long-term incentive (LTI) relates to remuneration in the form of share based payments, which are subject to vesting
conditions based on length of service. At risk short-term incentive (STI) relates to discretionary bonuses approved by the
board in respect of performance during the relevant year.
Share-based Compensation
At the General Meeting held on 31 October 2013, Shareholders approved the establishment of the 2013 Employees',
Directors' and Consultants' Share and Option Plan (ESOP). The ESOP is intended to reward Directors, employees and/or
consultants for their contributions to the Group. The Plan is to be used as a method of retaining key personnel for the
growth and development of the Group. Due to the Group's presence in USA, the Plan has been established to benefit
personnel in Australia and USA.
12
RESPIRI LIMITED
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
Share-based Compensation (continued)
The terms and conditions of each grant of options affecting Director and other Key Management Personnel remuneration in
the current or future reporting periods are as follows:
Grant Date
Date Vested &
Exercisable
Expiry Date
Exercise Price
$
Share Price
Hurdle
Fully
Vested
Value per Option
at Grant Date
$
14 Dec 2017
1 Jul 2020
31 Dec 2024
0.03
0.15
Yes
0.092
16 Jun 2020
30 Sep 2021
30 Sep 2024
0.20
N/A
Yes
0.031
26 May 2020
15 Jun 2022
15 Jun 2026
0.30
N/A
Yes
0.020
21 Dec 2020
21 Dec 2020
17 Dec 2025
0.30
N/A
Yes
0.022
22 Feb 2022
31 Jan 2023
31 Jan 2027
0.20
N/A
Yes
0.002
9 Jun 2022
9 Jun 2023
9 Jun 2027
0.10
N/A
Yes
0.008
1 May 2024
30 Jun 2024
30 Jun 2028
0.08
N/A
Yes
0.009
1 May 2024
30 Jun 2024
30 Jun 2028
0.12
N/A
Yes
0.006
Options granted under the plan carry no dividend or voting rights until exercised into ordinary fully paid shares.
When exercisable, each option is convertible into one ordinary share as soon as practical after the receipt by the Company
of the completed exercise form and full payment of the exercise price.
The exercise price of options granted under this plan shall be determined by the Committee in its sole discretion.
The plan rules contain a restriction on removing the 'at risk' aspect of the instruments granted to executives. Plan
participants may not enter into any transaction designed to remove the 'at risk' aspect of an instrument before it vests.
The total value of options granted to the directors in the current year is $440,546.74. Cancelled options during the year
relating to Key Management Personnel have a total value of $2,662,326.82.
Details of options over ordinary shares in the Company provided as remuneration to each Director of the Company and
each of the other Key Management Personnel are set out below:
Number of Options
Granted During the Year
Number of Options
Forfeited/ Lapsed/
Cancelled/ Exercised
During the Year
Number of Options
Vested During the Year
2024
2023
2024
2023
2024
2023
Directors
Mr Marjan Mikel
30,000,000
-
30,000,000 15,000,000
30,000,000
-
Mr Nicholas Smedley
30,000,000
-
30,000,000
7,500,000
30,000,000
-
Dr Tom Takubo
-
-
-
-
-
-
Mr Brad Snow
-
-
-
-
-
-
Mr Brian Leedman
-
-
-
-
-
-
Other Key Management
Personnel
Mr George
Vlachodimitropoulos
-
-
800,000
-
-
2,500,000
Mr Theo Antonopoulos
-
-
2,000,000
-
-
3,000,000
Mr Peter Hildebrandt
-
-
2,000,000
-
-
2,000,000
Dr Samaneh Sarraf Shirazi
-
-
-
2,000,000
-
-
60,000,000
-
64,800,000 24,500,000
60,000,000
7,500,000
13
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
Share-based Compensation (continued)
Refer to Page 15 for closing balance of options held by each Director and other Key Management Personnel of Respiri
Limited, including their personally related parties, as at 30 June 2024.
(a) Shareholdings
The number of fully paid ordinary shares in the Company held during the financial year by each Director and other Key
Management Personnel of Respiri Limited, including shares held indirectly by them personally, are set out below:
Balance at
Start of the
Year
Granted
as
Compensation
Shares
from
Options
Exercised
Change
due to
resignation
Net
Change
Other
Balance at
End of the
Year
30 June 2024
Directors
Mr Marjan Mikel
4,558,687
-
-
-
- (a)
4,558,687
Mr Nicholas Smedley
15,459,668
-
-
-
800,294 (b) 16,259,962
Mr Brad Snow
-
-
-
-
-
-
Mr Brian Leedman
620,068
-
-
(620,068)
-
-
Dr Tom Takubo
-
-
-
-
-
-
Other Key Management Personnel
Mr George Vlachodimitropoulos
-
-
-
-
-
-
Mr Theo Antonopoulos
-
-
-
-
-
-
Mr Peter Hildebrandt
-
-
-
-
-
-
Dr Samaneh Sarraf Shirazi
-
-
-
-
-
-
20,638,423
-
-
(620,068)
800,294
20,818,649
a)
At year end, 2,740,506 shares are held directly, 1,818,181 held indirectly.
b)
At year end, nil shares are held directly and 16,259,962 held indirectly.
Balance at
Start of the
Year
Granted as
Compensation
Shares
from
Options
Exercised
Change
due to
resignation
Net
Change
Other
Balance at
End of the
Year
30 June 2023
Directors
Mr Marjan Mikel
3,308,687
-
-
-
1,250,000
4,558,687
Mr Nicholas Smedley
14,209,668
-
-
-
1,250,000
15,459,668
Mr Brad Snow
-
-
-
-
-
-
Dr Thomas Duthy
-
-
-
-
620,068
620,068
Other Key Management Personnel
Mr Philippe Ludekens
-
-
-
-
-
-
Mr Peter Hildebrandt
-
-
-
-
-
-
Mr Theo Antonopoulos
-
-
-
-
-
-
Dr Samaneh Sarraf Shirazi
-
-
-
-
-
-
17,518,355
-
-
-
3,120,068
20,638,423
a)
At year end, 2,740,506 shares are held directly, 1,818,181 held indirectly.
b)
At year end, nil shares are held directly and 15,459,668 held indirectly.
c)
At year end, nil shares are held directly and 620,068 held indirectly.
14
RESPIRI LIMITED
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
(b) Options and Rights
The number of options over ordinary shares in the Company held during the financial year by each Director and other Key
Management Personnel of Respiri Limited, including their personally related parties, are set out below:
Balance at
Start of the
Year
Granted as
Compensation
Options
Exercised
Net Change
Other
Balance at
End of the
Year
Vested and
Exercisable
Unvested
30 June 2024
Directors
Mr Nicholas Smedley
70,000,000
30,000,000
-
(30,000,000) (a)
70,000,000
70,000,000
-
Mr Marjan Mikel
75,000,000
30,000,000
-
(30,000,000) (b)
75,000,000
75,000,000
-
Mr Brad Snow
-
-
-
-
-
-
-
Mr Brian Leedman
-
-
-
-
-
-
-
Dr Tom Takubo
-
-
-
-
-
-
-
Other Key Management
Personnel
Mr George Vlachodimitropoulos
2,500,000
-
-
(800,000)
1,700,000
1,700,000
-
Mr Theo Antonopoulos
3,000,000
-
-
(2,000,000)
1,000,000
1,000,000
-
Mr Peter Hildebrandt
2,000,000
-
-
(2,000,000)
-
-
-
Dr Samaneh Sarraf Shirazi
-
-
-
-
-
-
-
152,500,000
60,000,000
-
(64,800,000)
147,700,000
147,700,000
-
a)
30,000,000 options granted on 16/06/2020 have been cancelled. In 01 May 2024, 30,000,000 have been granted.
b)
30,000,000 options granted on 16/06/2020 have been cancelled. In 01 May 2024, 30,000,000 have been granted.
Balance at
Start of the
Year
Granted as
Compensation
Options
Exercised
Net Change
Other
Balance at
End of the
Year
Vested and
Exercisable
Unvested
30 June 2023
Directors
Mr Nicholas Smedley
77,500,000
-
-
(7,500,000) (a)
70,000,000
60,000,000
10,000,000
Mr Marjan Mikel
90,000,000
-
-
(15,000,000) (a)
75,000,000
60,000,000
15,000,000
Dr Thomas Duthy
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other Key Management
Personnel
Mr George
Vlachodimitropoulos
2,500,000
-
-
- (b)
2,500,000
2,500,000
-
Mr Theo Antonopoulos
3,000,000
-
-
- (b)
3,000,000
3,000,000
-
Mr Peter Hildebrandt
2,000,000
-
-
- (b)
2,000,000
2,000,000
-
Dr Samaneh Sarraf Shirazi
2,000,000
-
-
(2,000,000) (b)
-
-
-
177,000,000
-
-
(24,500,000)
152,500,000
127,500,000
25,000,000
a)
15,000,000 options granted to Marjan Mikel and 7,500,000 granted to Nicholas Smedley were cancelled via mutual
agreement with the company on 13th October 2022.
b)
20,000,000 unlisted options were granted to senior management personnel at the May 2020 EGM. As at 30 June 2023,
of the total granted, 8,000,000 options with a fair value of $159,573 have not yet been formally allotted.
15
ANNUAL REPORT 2024
Directors' Report
30 June 2024
Remuneration Report (Audited) (continued)
The Directors and other Key Management Personnel are subject to service agreements with normal commercial terms and
conditions. The key terms of these agreements are set out below:
Duration
On-going term
Periods of Notice Required to Terminate
In the case of:
- Marjan Mikel, four weeks' notice of termination by the
employee and the Company;
- George Vlachodimitropoulos, four weeks' notice of
termination by the employee and the Company;
- Theo Antonopoulos, four weeks' notice of termination by
the employee and the company;
- Peter Hildebrandt, four weeks' notice of termination by the
employee and the Company; and
- Samaneh Shirazi, four weeks' notice of termination by the
employee and the Company.
Fixed Remuneration
- Nicholas Smedley, $245,455 annual direcor fee exclusive
of GST
- Marjan Mikel, $428,306 annual salary and minimum
superannuation
- George Vlachodimitropoulos, $250,000 annual salary and
minimum superannuation
- Theo Antonopoulos, $275,000 annual salary and minimum
superannuation
- Peter Hildebrandt, $235,000 annual salary and minimum
superannuation
- Samaneh Shirazi, $176,458 annual salary and minimum
superannuation
Other transactions with Key Management Personnel
The Group had the following transactions with Even More Capital, of which Nicholas Smedley is a Director.
2024
$
2023
$
Capital advisory costs
312,532
231,500
Loan related payables
268,959
-
Travel related costs
6,899
24,986
588,390
256,486
This is the end of the Audited Remuneration Report.
16
RESPIRI LIMITED
Directors' Report
30 June 2024
This director's report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of
Directors.
Mr Nicholas Smedley
Executive-Chairman
Dated this 20th day of September 2024
Melbourne, Australia
17
ANNUAL REPORT 2024
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under Section 307C of
the Corporations Act 2001
To the directors of Respiri Limited
As lead auditor for the audit of Respiri 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 the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Respiri Limited and the entities it controlled during the year.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
A. A. Finnis
Director
Melbourne, 20 September 2024
18
RESPIRI LIMITED
Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2024
Note
2024
$
2023
$
Revenue
Operating revenue
3
456,914
74,773
Other income
581,603
587,330
Total revenue
1,038,517
662,103
Expenses
Consulting, employee and director
4
(3,908,544)
(3,639,567)
Share-based payment
4,26
(537,236)
(335,675)
Corporate administration
(2,795,572)
(1,375,868)
Depreciation
(64,033)
(77,293)
Marketing and promotion
(173,391)
(216,402)
Finance expenses
(65,015)
(15,000)
Research and development
(137,132)
(377,725)
Travel
(482,984)
(334,260)
Device cost
(3,857)
(65,603)
Loss before income tax for the year
(7,129,247)
(5,775,290)
Income tax expense
5
-
-
Loss after income tax for the year
(7,129,247)
(5,775,290)
Other comprehensive income, net of income tax
Items that may be reclassified to the profit or loss
Exchange differences on translation of foreign operations
(43,508)
(554)
Total comprehensive loss for the year
(7,172,755)
(5,775,844)
Loss attributable to:
Members of the parent entity
(7,129,247)
(5,775,290)
Total comprehensive loss attributable to:
Members of the parent entity
(7,172,755)
(5,775,844)
Basic loss per share (cents)
8
(0.70)
(0.72)
Diluted loss per share (cents)
8
(0.70)
(0.72)
19
ANNUAL REPORT 2024
Statement of Financial Position
As At 30 June 2024
Note
2024
$
2023
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
10
762,874
146,162
Trade and other receivables
11
253,138
47,244
Inventories
13
2,751,565
2,621,644
Other assets
14
266,863
189,940
TOTAL CURRENT ASSETS
4,034,440
3,004,990
NON-CURRENT ASSETS
Plant and equipment
15
21,708
31,338
Right-of-use assets
16
95,278
144,988
Intangible assets
17
2,039,490
-
TOTAL NON-CURRENT ASSETS
2,156,476
176,326
TOTAL ASSETS
6,190,916
3,181,316
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
18
1,937,431
1,663,119
Lease liabilities
19
58,980
32,732
Employee benefits
20
201,358
182,841
Other financial liabilities
21
1,176,563
294,683
Contract liabilities
51,765
64,653
TOTAL CURRENT LIABILITIES
3,426,097
2,238,028
NON-CURRENT LIABILITIES
Lease liabilities
19
57,419
116,398
Employee benefits
20
70,460
-
TOTAL NON-CURRENT LIABILITIES
127,879
116,398
TOTAL LIABILITIES
3,553,976
2,354,426
NET ASSETS
2,636,940
826,890
EQUITY
Issued capital
22
140,545,172
132,099,603
Reserves
23
3,702,720
6,779,822
Accumulated losses
(141,610,952)
(138,052,535)
TOTAL EQUITY
2,636,940
826,890
20
RESPIRI LIMITED
Statement of Changes in Equity
For the Year Ended 30 June 2024
2024
Issued
Capital
$
Option
Reserve
$
Foreign
Translation
Currency
Reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 July 2023
132,099,603
6,780,376
(554) (138,052,535)
826,890
Loss after income tax expense for the year
-
-
-
(7,129,247)
(7,129,247)
Other comprehensive income for the year, net of tax
-
-
(43,508)
-
(43,508)
Transactions with Equity holders in their capacity as Equity holders
Shares issued
9,779,534
-
-
-
9,779,534
Capital raising costs
(1,333,965)
-
-
-
(1,333,965)
Options issued
-
455,939
-
-
455,939
Expiry of Share Based Payments
-
(3,570,830)
-
3,570,830
-
Share-based payment expense
-
81,297
-
-
81,297
Balance at 30 June 2024
140,545,172
3,746,782
(44,062) (141,610,952)
2,636,940
21
ANNUAL REPORT 2024
Statement of Changes in Equity
For the Year Ended 30 June 2024
2023
Issued
Capital
$
Option
Reserve
$
Foreign
Translation
Currency
Reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 July 2022
128,840,331
7,480,008
-
(133,312,552)
3,007,787
Loss after income tax expense for the year
-
-
-
(5,775,290)
(5,775,290)
Other comprehensive income for the year, net of tax
-
-
(554)
-
(554)
Transactions with Equity holders in their capacity as Equity holders
Shares issued
3,650,600
-
-
-
3,650,600
Capital raising costs
(391,328)
-
-
-
(391,328)
Expiry of Share Based Payments
-
(1,035,307)
-
1,035,307
-
Share-based payment expense
-
335,675
-
-
335,675
Balance at 30 June 2023
132,099,603
6,780,376
(554) (138,052,535)
826,890
22
RESPIRI LIMITED
Statement of Cash Flows
For the Year Ended 30 June 2024
2024
$
2023
$
CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
130,994
135,086
Payments to suppliers and employees (inclusive of GST)
(7,357,506)
(5,216,842)
Interest received
3,559
4,240
Grant income
36,600
36,600
R&D tax refund
545,003
550,730
Net cash used in operating activities
25
(6,641,350)
(4,490,186)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchases of plant and equipment
-
(21,801)
Payment for purchase of business
(1,887,077)
-
Net cash used in investing activities
(1,887,077)
(21,801)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issues of securities
8,808,757
3,650,600
Capital raising costs
(559,852)
(391,328)
Borrowings
880,000
200,000
Net cash provided by financing activities
9,128,905
3,459,272
Net increase/(decrease) in cash and cash equivalents held
600,478
(1,052,715)
Cash and cash equivalents at beginning of year
146,162
1,217,271
Effects of exchange rate changes on cash and cash equivalents
16,234
(18,394)
Cash and cash equivalents at end of financial year
10
762,874
146,162
23
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information
The accounting policies that are material to the consolidated entity are set out below. The accounting policies
adopted are consistent with those of the previous financial year, unless otherwise stated.
Corporate Information
Respiri Limited is a listed public company limited by shares incorporated and domiciled in Australia whose shares are
publicly traded on the Australian Stock Exchange.
The addresses of its registered office and principal place of business are disclosed in company details.
The principal activities of the Company are the research, development and commercialisation of medical devices, and
the production of mobile health applications. The Company is a for-profit company.
The financial report of Respiri Limited (the Company) for the year ended 30 June 2024 was authorised for issue in
accordance with a resolution of the Directors on 18th September 2024.
Statement of Compliance
The financial report covers Respiri Limited as a consolidated entity consisting of Respiri Limited and the entities it
controlled during the year.
The financial report complies with Australian Accounting Standards, as issued by the Australian Accounting Standards
and with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards
Board (IASB).
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.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 2.
Going Concern Basis
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a loss of $7,129,247 (2023: loss of $5,775,290) and had
net cash outflows from operating activities of $6,641,350 (2023: net operating cash outflows of $4,490,186) for the year
ended 30 June 2024.
24
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
Going Concern Basis (continued)
The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going
concern, after consideration of the following factors.
As described in note 17, based on the recent uptake in patient numbers revenue is expected to grow significantly
over the next financial year assisting the Group's cashflow position. For years 2-5 of the model revenue growth
has been assessed at 40% per annum on average.
The Group has prepared budgets and cash flow forecast for the next 12 months from the date of this report which
indicate the Group will have a positive cash balance during this period. The cash flow forecasts include further
capital raising over the next 12 months.
As described in note 27 the Group successfully raised $2,997,000 cash post period end through a placement
offering and converted $1,100,000 loan into equity. The group is also expecting to receive an R&D tax offset of
$611,282 in the second quarter.
The Directors believe that there are reasonable ground to expect that the Group has the capacity to raise capital.
The Group has a strong track record of accessing capital when it is required to advance its portfolio.
In the event that capital raising be unsuccessful and insufficient funds are available to extinguish the debts, there is a
material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and
therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the
amounts stated in the financial report.
Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate
to adopt the going concern basis in the preparation of the financial report..
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or
liabilities that might be necessary if the Group does not continue as a going concern.
(a)
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to
their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being
the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and
conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
25
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(a)
Business combinations (continued)
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such
remeasurement are recognised in profit or loss.
(b)
Basis for consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by
the Company (its subsidiaries) (referred to as "the Company" in these financial statements). Control is achieved where
the consolidated entity 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 consolidated entity. They are de-consolidated from the date that
control ceases.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the separate
financial statements of the Company, intra-group transactions ('common control transactions') are generally accounted
for by reference to the existing book value of the items. Where the transaction value of common control transactions
differ from their consolidated book value, the difference is recognised as a contribution by or distribution to equity
participants by the transacting entities.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those policies
applied by the parent entity. Subsidiaries are accounted for at cost in the parent entity.
The results of subsidiaries acquired or disposed of during the year are included in profit or loss from the effective date
of acquisition or up to the effective date of disposal, as appropriate.
(c)
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a
‘weighted average’ basis. The cost of inventories comprises cost of purchase and costs incurred in bringing inventories
to their present location and condition. Cost of purchased inventories is determined after deducting rebates and
discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion
and the estimated selling costs.
The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving
inventories accordingly.
If in a particular period production is not at normal capacity, the costs of inventories does not include additional fixed
overheads in excess of those allocated based on normal capacity. Such unallocated overheads are recognised as an
expense in Profit or Loss in the period in which they are incurred. Furthermore, cost of inventories does not include
abnormal amounts of materials, labour or other costs resulting from inefficiency.
(d)
Plant and equipment
Plant and equipment is stated at cost, less accumulated depreciation and impairment.
26
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(d)
Plant and equipment (continued)
Cost includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable
overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and
the cost of the item can be measured reliably. All other repairs and maintenance are charged to Profit or Loss during
the financial period in which they are incurred.
Depreciation
The depreciable amount of all plant and equipment is depreciated on a straight-line basis commencing from the time
the asset is held ready for use.
The depreciation rates used for each class of depreciable asset are shown below:
Fixed asset class
Depreciation rate
Furniture and Fittings
6 - 15%
Computer Equipment
15 - 33%
Medical Equipment
15%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An
asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in profit or loss.
(e)
Intangibles
Intellectual property
The amortisation period and the amortisation method for an intangible asset is reviewed at least at the end of each
reporting period. If the expected useful life of the asset is different from the previous estimates, the amortisation shall
be changed accordingly. Such changes are accounted for as changes in accounting estimates.
Goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and
losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in
which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored
for internal management purposes, being the operating segments.
27
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(e)
Intangibles (continued)
Software
Costs associated with maintaining software programmes are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of identifiable and unique software products controlled by
the Group are recognised as intangible assets when the following criteria are met:
it is technically feasible to complete the software so that it will be available for use
management intends to complete the software and use or sell it
there is an ability to use or sell the software
it can be demonstrated how the software will generate probable future economic benefits
adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate
portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is
ready for use, over their useful life.
(f)
Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity's functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are retranslated at the rates prevailing at the reporting date. Non-
monetary items that are measured in terms of historical cost are not retranslated. Non-monetary items carried at fair
value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value
was determined.
Exchange differences arising on the translation of monetary items are recognised in Profit or Loss, except where
deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent
that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in Profit or Loss.
28
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(f)
Foreign currency transactions and balances (continued)
Transaction and balances (continued)
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign
operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period.
Income and expense items are translated at the average exchange rates for the period, unless exchange rates
fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and
attributed to non-controlling interests as appropriate).
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group's
presentation currency are translated as follows:
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group's foreign
currency translation reserve in the Statement of Financial Position. These differences are recognised in the Profit or
Loss in the period in which the operation is disposed.
(g)
Employee benefits
Shared-based payments
Shared-based compensation benefits are provided to employees via the Respiri Limited Employee Option Plan and an
employee share scheme.
The fair value of options granted under Respiri Limited Option Share Plan is recognised as an employee benefit
expense with a corresponding increase in equity. The fair value is measured at the grant date and recognised over the
period during which the employees become unconditionally entitled to the options.
The fair value at grant date was determined using an option pricing model that takes into account the exercise price,
the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the
option, the share price at grant date and the expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option.
(h)
Revenue and other income
The revenue recognition policies for the principal revenue streams of the Group are:
29
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(h)
Revenue and other income (continued)
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the transaction price to
the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that
depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.
Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of
variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it
is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The
measurement constraint continues until the uncertainty associated with the variable consideration is subsequently
resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.
Interest
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets. All revenue is stated net of the amount of goods and services tax (GST).
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,
which is generally at the time of delivery.
R&D Tax Concession Refunds
R&D Tax concession refunds are recorded as revenue for the year when received, rather than when expenditure was
incurred.
(i)
New or amended Accounting Standards and Interpretations adopted
The consolidated entity 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.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
30
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
1
Material Accounting Policy Information (continued)
(j)
Critical Accounting Estimates and Judgments
The preparation of the financial statements requires the Directors and 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 estimates and underlying
assumptions are continually evaluated. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
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:
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees and consultants 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.
Business combination
As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of
assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into
consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business
combination accounting is retrospective, where applicable, to the period the combination occurred and may have an
impact on the assets and liabilities, depreciation and amortisation reported.
Impairment of intangibles
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting
policy stated in note 1. The recoverable amounts of cash-generating units have been determined based on value-in-
use calculations. These calculations require the use of assumptions, including estimated discount rates based on the
current cost of capital and growth rates of the estimated future cash flows.
31
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Parent entity
The following information has been extracted from the books and records of the parent entity and has been prepared in
accordance with the accounting standards.
2024
$
2023
$
Statement of Financial Position
Assets
Current assets
3,749,480
2,984,889
Non-current assets
3,621,597
270,360
Total Assets
7,371,077
3,255,249
Liabilities
Current liabilities
3,313,024
2,228,205
Non-current liabilities
57,419
116,398
Total Liabilities
3,370,443
2,344,603
Equity
Issued capital
141,164,322
132,099,603
Accumulated losses
(141,141,622)
(137,969,333)
Reserves
3,977,934
6,780,376
Total Equity
4,000,634
910,646
Statement of Profit or Loss and Other
Comprehensive Income
Loss after income tax
(5,452,270)
(5,688,260)
Total comprehensive loss
(5,452,270)
(5,688,260)
Parent Entity Contingencies and Commitments
The parent entity does not have any contingent liabilities and commitments.
Parent Entity Guarantees in Respect of the Debts of its Subsidiaries
The parent entity has no guarantees in respect of its subsidiaries.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity as disclosed in note 1.
32
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
3
Operating Revenue
2024
$
2023
$
Operating revenue
- Wheezo Device Sales
-
64,189
- Subscriptions Sales
39,916
5,721
- Revenue - RPM Fees
293,540
623
- Software fees
58,616
-
- OCM Fees
61,192
-
- Other charges
3,650
4,240
Total Operating Revenue
456,914
74,773
Timing of revenue recognition
- At a point in time
453,264
6,344
- Over time
3,650
68,429
456,914
74,773
The group derives its sales revenue mostly from the RPM fees and software fees for use of the Wheezo and other
devices.
2024
$
2023
$
Other Income
- R&D concession (a)
545,003
550,730
- Grant income
36,600
36,600
581,603
587,330
a)
The value of any claimable R&D tax concession refund with respect to eligible R&D expenditures incurred during
the financial year 2024 has not yet been determined and have therefore not been included within the financial
statements for financial year 2024.
33
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
4
Expenses
2024
$
2023
$
Consulting, employee and director
Consulting expenses
472,462
523,187
Employee expenses
2,599,526
2,306,615
Director expenses
836,556
809,765
3,908,544
3,639,567
Share-based payments
Options issued to directors
484,580
181,087
Options issued to consultants
52,656
87,245
Options issued to employees
-
67,343
537,236
335,675
Corporate administration
Audit and accounting fees
353,388
237,143
Foreign exchange loss/(gain)
9,819
6,501
Corporate administration expenses
2,396,715
1,096,140
Office rentals
35,650
36,084
2,795,572
1,375,868
Depreciation
64,033
77,293
Marketing and promotion
173,391
216,402
Finance expenses
65,015
15,000
Research and development
137,132
377,725
Travel
482,984
334,260
Device cost
3,857
65,603
Total expenses
8,167,764
6,437,393
34
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
5
Income Tax Expense
(a) The prima facie tax on loss from ordinary activities before the loss is reconciled to the income tax as follows:
2024
$
2023
$
Loss before income tax
(7,129,247)
(5,775,290)
Tax
%
25.00
%
25.00
Income tax benefit calculated
(1,782,312)
(1,443,823)
Add:
Tax effect of amounts which are not deductible in calculating income
tax:
- share-based payments expenses
121,145
83,919
- other expenses not deductible
672,015
383,864
Other non-assessable income
(136,250)
(137,682)
Other deductible items
(168,330)
(115,256)
Deferred tax assets relating to tax losses and temporary differences
not recognised
1,293,732
1,228,978
Income tax expense
-
-
(b)
Unrecognised deferred tax assets and liabilities
2024
$
2023
$
Deferred tax assets and liabilities are attributable to the following:
- tax losses
29,556,016
28,317,452
- prepayments
(5,155)
(38,938)
- provision
61,232
57,416
- accrual
44,473
26,903
29,656,566
28,362,833
(c)
Components of tax expense
The components of tax expense comprise:
2024
$
2023
$
Current tax
-
-
Deferred tax
-
-
Income tax expense
-
-
35
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
5
Income Tax Expense (continued)
Included in the total of deferred tax assets attributable to tax losses not recognised are tax losses in relation to
operations in United States of America, and Australia. Tax losses in Australian entities alone of $45,517,675 (2023:
$40,660,793) relate to losses generated from 22 November 2006 to 30 June 2024. The ongoing availability of these
tax losses are subject to further review by the Company to ensure compliance with the relevant provisions of Australia
Income Tax laws.
6
Key Management Personnel Remuneration
The aggregate compensation made to Directors and other Key Management Personnel of the Consolidated entity is
set out below:
2024
$
2023
$
Short-term employee benefits
1,745,401
1,719,402
Long-term benefits
45,376
-
Post-employment benefits
133,690
120,610
Share-based payments (Note 26)
484,580
244,536
2,409,047
2,084,548
7
Related Party Transactions
The Group's related parties comprise of subsidiaries and key management personnel.
Disclosures relating to key management personnel are set out in the remuneration report.
Other transactions with related parties
The Group had the following transactions with Even More Capital, of which Nicholas Smedley is a Director.
2024
$
2023
$
Capital advisory costs
312,532
231,500
Loan related payables
268,959
-
Travel related costs
6,899
24,986
588,390
256,486
8
Auditors' Remuneration
2024
$
2023
$
Remuneration of Company's auditor, William Buck, for:
- auditing or reviewing the financial report of the Group
35,000
-
Remuneration of Company's former auditor, RSM, for:
- auditing or reviewing the financial report of the Group
37,000
63,336
Total
72,000
63,336
36
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
9
Loss per Share
2024
$
2023
$
Basic loss per share (cents)
(0.70)
(0.72)
Diluted loss per share (cents)
(0.70)
(0.72)
(a) Net loss used in the calculation of basic and diluted
loss per share
(7,129,247)
(5,775,290)
(b) Weighted average number of ordinary shares
outstanding during the period used in the calculation of
basic and diluted loss per share
1,017,630,698
806,455,278
Potential ordinary shares, including options, are excluded from the weighted average number of shares used in the
calculations of basic loss per share as they are considered non-dilutive.
10
Cash and Cash Equivalents
2024
$
2023
$
Cash at bank
762,874
146,162
762,874
146,162
The interest rates on cash at bank on 30 June 2024 was 4.33% (2023: 4.14%). The Group’s exposure to interest rate
risk is discussed in Note 28(b). The maximum exposure to credit risk at the end of the financial year is the carrying
amount of each class of cash and cash equivalents mentioned above.
11
Trade and Other Receivables
2024
$
2023
$
CURRENT
Trade receivables (a)
324,630
2,860
Less: Allowance for expected credit losses
(90,580)
-
234,050
2,860
Other receivables
19,088
44,384
253,138
47,244
a)
All amounts are short term. The net carrying value of trade receivables is considered a reasonable approximation
of fair value.
Allowance for expected credit losses
Refer to Note 28(c) for more information on the Group's credit risk management policy.
37
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
12
Controlled Entities
Principal place of
business / Country of
Incorporation
Percentage
Owned (%)*
2024
Percentage
Owned (%)*
2023
Parent Entity
Respiri Limited
Australia
100
100
Subsidiaries of Respiri Limited
KarmelSonix Australia Pty Ltd
Australia
100
100
Respiri UK Limited
United Kingdom
100
100
Respiri USA Inc
United States of America
100
100
Access Telehealth
United States of America
100
-
*The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
13
Inventories
2024
$
2023
$
CURRENT
Finished goods
2,751,565
2,621,644
2,751,565
2,621,644
The current year and comparative period Prepaid Materials has been reclassified from Other assets to Inventory.
14
Other assets
2024
$
2023
$
CURRENT
Prepayments
20,622
155,750
Deposits
28,486
28,486
Unexpired interest
-
5,704
Share capital receivable
217,755
-
266,863
189,940
38
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
15
Plant and equipment
2024
$
2023
$
Office equipment
At cost
13,705
8,610
Accumulated depreciation
(7,241)
(1,695)
Total office equipment
6,464
6,915
Computer equipment and software
At cost
72,266
66,804
Accumulated depreciation
(57,022)
(42,381)
Total computer equipment and software
15,244
24,423
Total plant and equipment
21,708
31,338
(a)
Movements in carrying amounts of plant and equipment
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the
current financial year:
Office
Equipment
$
Computer
Equipment
$
Total
$
Year ended 30 June 2024
Balance at the beginning of year
6,915
24,423
31,338
Additions
5,095
5,462
10,557
Disposals
-
-
-
Depreciation expense
(5,546)
(14,641)
(20,187)
Balance at the end of the year
6,464
15,244
21,708
Year ended 30 June 2023
Balance at the beginning of year
7,586
14,014
21,600
Additions
-
21,803
21,803
Disposals
-
-
-
Depreciation expense
(671)
(11,394)
(12,065)
Balance at the end of the year
6,915
24,423
31,338
16
Right-of-use assets
2024
$
2023
$
Office equipment
At cost
149,130
149,130
Accumulated depreciation
(53,852)
(4,142)
95,278
144,988
The current year and comparative period ROU has been reclassified from PPE to ROU.
39
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
16
Right-of-use assets (continued)
(a)
Movements in carrying amounts of Right-of-use assets
2024
$
2023
$
Balance at beginning of the year
144,988
61,086
Additions
-
149,130
Depreciation expense
(49,710)
(65,228)
Balance at end of the year
95,278
144,988
17
Intangible assets
Access
Telehealth
Software
$
Goodwill
$
2024
Total
$
Opening Balance
-
-
-
Intangible asset acquired in the acquisition of Access Telehealth
83,000
1,956,490
2,039,490
Total
83,000
1,956,490
2,039,490
Impairment assessment of intangible assets
All intangible assets are assessed at each reporting period for indicators of impairment. The Group operates in two
operating segments and two cash generating units (“CGU’s”) being the Australian Medical Device CGU and the USA
Medical Device Segment CGU. Intangible assets with an indefinite useful life are assessed for impairment under the
USA Medical Device CGU as the intangibles were created following the acquisition of Access Managed Services LLC,
which was completed in the current year.
The recoverable amount of the cash-generating unit is determined based on value-in-use calculations. Value-in-use is
calculated based on the present value of cash flow projections for the next five years. The cash flows are discounted
using estimated discount rate based on Capital Asset Pricing Model adjusted to incorporate risks associated with the
software development sector.
Management has based the value-in-use calculations on five-year budget forecasts of the USA Medical Devices
business. Revenue has been projected on the below mentioned assumptions. Costs are calculated taking into account
historical gross margins as well as estimated weighted inflation rates over the period which is consistent with inflation
rates applicable to the locations in which the unit operates. Discount rates are post-tax and reflect risks associated with
the medical device business.
The following assumptions were used in the value-in-use-calculations:
a.
Revenue growth for year 1 has been assessed at $3 million based on the significant growth revenues throughout
the final quarter of the year ended 30 June 2024. For years 2-5 of the model revenue growth has been assessed
at 43% per annum on average.
b.
Projected cash flows have been discounted using a post-tax discount rate of 16.25%. The implied pre-tax discount
rate is 20.3%. The Group has no third-party debt and is therefore not subject to borrowing costs and the beta used
is based on market available data.
40
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
17
Intangible assets (continued)
c.
An annual growth rate of 2.5% has been estimated in the calculation of terminal value being in line with
comparable market companies.
Based on the above assumptions, the recoverable amount of the cash generating unit has been determined to exceed
its carrying amount as at 30 June 2024 and accordingly, no impairment loss has been recognised.
Sensitivity to changes in assumptions
The impairment model is most sensitive to the following assumptions:
Revenue forecasts assumption; and
Discount rate.
A decrease in the revenue growth assumption to 42% in years 2-5 of the model would generate an impairment
charge.
A rise in the discount rate to 21.55% (Pre-Tax) would result in an impairment charge being recorded.
No other reasonable possible change in assumptions would result in an impairment charge being recognised.
Business Combination
On 11 August 2023 the Group completed the 100% acquisition of US based Access Managed Services LLC (Access)
for up to US$3m with the first tranche paid of US$1.25 million (AUD$1.83 million). In addition to the upfront cash
payment of US$1.25m, the agreement provides additional payments ranging from US$100k to US$1.5m depending on
financial performance and/or number of RPM patients signed up. In August 2024, the Group made a final payment of
US$87.5k to complete the earn out period under the acquisition agreement.
The acquired business contributed revenue of AUD$345,839 and loss after tax of AUD$824,050 to the Group for the
period from 11 August 2023 to 30 June 2024. If the acquisition occurred on 1 July 2023 the full year contribution would
have been revenue of AUD$377,307 and loss after tax of AUD$970,079. The acquisition provides a broader value
proposition and solution for managing all major Chronic disease states. Through this acquisition, the Group offers a full
suite of Remote Patient Monitoring (RPM) solutions to the US market.
AUD
$
Purchase consideration
1,887,077
Current Assets
Cash and cash equivalents
155,484
Trade and other receivables
49,293
Total Current Assets
204,777
Non-Current Assets
Intangible assets
83,000
Plant and equipment
3,398
Total Non-Current Assets
86,398
Total Assets
291,175
41
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
17
Intangible assets (continued)
Business Combination (continued)
AUD
$
Current Liabilities
Trade and other payables
170,220
Deferred revenue
39,402
Total Current Liabilities
209,622
Non-Current Liabilities
Trade and other payables
150,966
Total Non-Current Liabilities
150,966
Total Liabilities
360,588
Net Assets
(69,413)
$
Net Assets
(69,413)
Goodwill
1,956,490
Cash used to acquire the business
1,887,077
Less: Cash and cash equivalents
(155,484)
Net cash used
1,731,593
18
Trade and Other Payables
2024
$
2023
$
CURRENT
Trade payables
1,708,994
1,508,683
Accrued expenses
228,437
154,436
1,937,431
1,663,119
Terms and conditions of the above financial liabilities:
Trade payables are non-interest bearing and are normally settled on between 30 - 45 day terms
Accrued expenses are non-interest bearing
Refer to note 28(a) for more information on the Group’s foreign currency risk management policy.
42
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
19
Lease liabilities
2024
$
2023
$
Current
Lease Liabilities
58,980
32,732
Non-Current
Lease Liabilities
57,419
116,398
The current year and comparative period lease liabilities have been reclassified from Other financial liabilities to Lease
Liabilities.
20
Employee benefits
2024
$
2023
$
Current
Annual Leave
198,789
162,154
Long Service Leave
2,569
20,687
201,358
182,841
Non-Current
Long Service Leave
70,460
-
The current year and comparative period leave provisions have been reclassified from Trade and Other Payable to
Employee Benefits.
21
Other Financial Liabilities
2024
$
2023
$
CURRENT
Credit Cards
76,563
94,683
Other financial liability - unsecured (a)
1,100,000
200,000
1,176,563
294,683
a)
During the financial year, Respiri received a loan amounting to $1.1 million, which was classified as a liability
under "Other Financial Liability" on the company's balance sheet. Following the end of the financial year, in August
2024, this loan was converted into equity through the issuance of 36,666,667 million shares. No interest or
dividends are payable on these advances, indicating that the conversion to equity represents a non-interest-
bearing and non-dividend-paying arrangement.
43
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
22
Issued Capital
The Company has an unlimited authorised share capital of no par value ordinary shares.
2024
No.
2024
$
2023
No.
2023
$
Fully paid ordinary shares
Balance at beginning of the year
843,236,346
132,099,603
761,846,346
128,840,331
Shares issued during the year
303,299,244
9,779,534
81,390,000
3,650,600
Transaction costs relating to share issues
-
(1,333,965)
-
(391,328)
Total issued capital
1,146,535,590
140,545,172
843,236,346
132,099,603
During the year ended 30 June 2024, the Company issued the following securities:
Date
Details
No. of
Shares
Issue Price
$
Total Value
$
23 Jun 2023
Issuance of shares under a March 2022
agreement, being the second tranche, with
provider
1,850,000
0.033
61,940
4 Jul 2023
Issuance of ordinary shares via placement -
Obsidian
15,000,000
0.0340
510,000
2 Aug 2023
Issuance of ordinary shares in lieu of fees payable
to advisers
588,235
0.0340
20,000
9 Aug 2023
Issuance of ordinary shares via placement
73,529,240
0.0340
2,499,994
16 Aug 2023
Issuance of ordinary shares via placement
14,705,884
0,0340
500,000
17 Aug 2023
Issuance of ordinary shares in lieu of fees payable
to advisers
24,787,942
0.0340
842,790
27 Sep 2023
Issuance of ordinary shares via placement
26,302,499
0,0340
894,285
29 Sep 2023
Issuance of ordinary shares via placement
11,932,795
0.0340
405,715
21 Nov 2023
Issuance of securities to former Director approved
at 2023 AGM
800,294
0.0340
27,210
21 Nov 2023
Issue of securities to Director approved at 2023
AGM
882,353
0.0340
30,000
21 Nov 2023
Issuance of ordinary shares via placement
28,920,002
0.0300
867,600
18 Dec 2023
Issuance of ordinary shares via placement
17,333,334
0.0300
520,000
19 Dec 2023
Issuance of ordinary shares via placement
33,333,333
0.0300
1,000,000
18 Jun 2024
Issuance of ordinary shares via placement
53,333,333
0.0300
1,600,000
303,299,244
9,779,534
44
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
22
Issued Capital (continued)
During the year ended 30 June 2023, the Company issued the following securities:
Date
Details
No. of
Shares
Issue Price
$
Total Value
$
10 Oct 2022
Issue of shares to certain professional and
sophisticated investors as announced to the
market on 10 Oct 2022
39,390,000
0.0400
1,575,600
15 Dec 2022
Issue of shares in lieu of cash payment for services
rendered as announced to the market on 15 Dec
2022
2,500,000
0.0400
100,000
14 Feb 2023
Issue of shares to certain professional and
sophisticated investors as announced to the
market on 14 Feb 2023
38,700,000
0.0500
1,935,000
15 Mar 2023
Issue of shares to certain professional and
sophisticated investors as announced to the
market on 15 Mar 2023
800,000
0.0500
40,000
81,390,000
3,650,600
Term and Conditions of Issued Capital
Ordinary Shares:
Ordinary shareholders have the right to receive dividends as declared and in the event of winding up the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy at a meeting of the Company.
Options:
Option holders do not have the right to receive dividends and are not entitled to vote at the meeting of the Company
until options are exercised into ordinary shares by payment of the exercise price. Options may be exercised at any time
from the date they vest to their expiry date. Share options convert into ordinary shares on a one for one basis on the
date they are exercised.
Capital Risk Management:
The consolidated entity’s objective 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.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen
as a value adding relative to the current company’s share price at the time of the investment. The consolidated entity is
not actively pursuing additional investment in the short-term as it continues to develop its technologies.
45
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
23
Reserves
2024
No.
2024
$
2023
No.
2023
$
Options
Balance at beginning of the year
238,500,000
6,780,376
264,000,000
7,480,008
Options issued during the year (a)
65,000,000
455,939
13,500,000
83,923
Expense recorded over vesting period
-
81,297
-
251,753
Options expired/lapsed (b)
(15,800,000)
(671,698)
(11,500,000)
(400,343)
Cancellation of options (c)
(70,000,000)
(2,899,132)
(27,500,000)
(634,965)
Balance at end of the year
217,700,000
3,746,782
238,500,000
6,780,376
FX Reserve
Balance at beginning of the year
-
(554)
-
-
Other comprehensive income for the year, net of tax
-
(43,508)
-
(554)
Balance at end of the year
-
(44,062)
-
(554)
Total Reserves
217,700,000
3,702,720
238,500,000
6,779,822
a)
65,000,000 options were granted during the year.
b)
11,000,000 unlisted options granted to Director and Former Director expired during the year.
c)
70,000,000 unlisted options issued to Consultant and Director were cancelled on 01 September 2023.
During the year ended 30 June 2024, the Company issued the following options:
Date
Details
No. of options
Option fair
value
$
Total value
$
1 Nov 2023
Issue to Consultants for Medical Advisory
Services rendered - Class 24
2,500,000
0.0028
6,945
30 Nov 2023
Issue to Consultants for Medical Advisory
Services rendered - Class 24
2,500,000
0.0034
8,448
01 May 2024
Issue to Directors - Class 28
30,000,000
0.0087
261,907
01 May 2024
Issue to Directors - Class 29
30,000,000
0.0060
178,639
65,000,000
455,939
Option Reserve:
The option reserve recognises the proceeds from the issue of options over ordinary shares and the expense
recognised in respect of share based payments.
24
Segment Reporting
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess its performance.
Information reported to the Group’s Chief Operating Decision Makers for the purposes of resource allocation and
assessment of performance is more specifically focused on the geographical locations of the Group’s operations.
46
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
24
Segment Reporting (continued)
The Group’s reportable segments under AASB 8 are therefore as follows:
Australia
USA
The Australia reportable segment activities include research, development and commercialisation of medical devices,
and the production of mobile health applications in Australia.
In prior years, the Group has had operations in Israel; however, these operations have ceased and therefore are no
longer reported as a reportable segment.
Information regarding these segments is presented below. The accounting policies of the reportable segments are the
same as the Group’s accounting policies.
Medical
Devices
Segment
Australia
$
Medical
Devices
Segment
USA
$
Corporate
$
Total
$
30 June 2024
Segment Revenue
External Sales
46,323
407,032
-
453,355
Other income
581,603
-
-
581,603
Total Segment Revenue
627,926
407,032
-
1,034,958
Interest revenue
-
-
3,559
3,559
Total Revenue
627,926
407,032
3,559
1,038,517
Segment Expenses
(137,832) (1,468,355)
(6,432,529)
(8,038,716)
EBITDA
490,094 (1,061,323)
(6,432,529)
(7,003,758)
Segment depreciation expenses
-
-
(64,033)
(64,033)
Interest revenue
-
-
3,559
3,559
Finance costs
-
-
(65,015)
(65,015)
Profit/(loss) before income tax
490,094 (1,061,323)
(6,558,018)
(7,129,247)
Income tax expense
-
-
-
-
Profit/(loss) after income tax
490,094 (1,061,323)
(6,558,018)
(7,129,247)
Assets
Segment assets
2,042,569
721,915
3,426,432
6,190,916
Total Assets
2,042,569
721,915
3,426,432
6,190,916
Liabilities
Segment liabilities
-
-
3,553,977
3,553,977
Total Liabilities
-
-
3,553,977
3,553,977
47
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
24
Segment Reporting (continued)
Medical
Devices
Segment
Australia
$
Medical
Devices
Segment
Israel
$
Corporate
$
Total
$
30 June 2023
Segment Revenue
External sales
70,533
-
-
70,533
Other income
587,330
-
-
587,330
Total Segment Revenue
657,863
-
-
657,863
Interest Revenue
-
-
4,240
4,240
Total Revenue
657,863
-
4,240
662,103
Segment Expenses
(443,328)
-
(5,901,773)
(6,345,100)
EBITDA
214,535
-
(5,901,773)
(5,687,237)
Segment depreciation expenses
-
-
(77,292)
(77,292)
Interest revenue
-
-
4,240
4,240
Finance costs
-
-
(15,000)
(15,000)
Profit/(loss) before income tax
214,535
-
(5,989,825)
(5,775,289)
Income tax expense
-
-
-
-
Profit/(loss) after income tax
214,535
-
(5,989,825)
(5,775,289)
Assets
Segment assets
1,968,932
652,713
559,671
3,181,315
Total Assets
1,968,932
652,713
559,671
3,181,315
Liabilities
Segment liabilities
64,652
-
2,289,773
2,354,425
Total Liabilities
64,652
-
2,289,773
2,354,425
48
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
25
Cash Flow Information
(a) Reconciliation of cash flow from operations with loss after income tax
2024
$
2023
$
Net loss for the year
(7,129,247)
(5,775,290)
Non-cash flows in profit:
- depreciation
64,033
77,293
- share-based payments
537,236
335,675
- foreign exchange adjustments
16,233
17,838
- other non cash revenue and expenses
8,821
-
Changes in assets and liabilities:
- (increase)/decrease in trade and other receivables
(205,894)
3,062
- (increase)/decrease in other assets
(76,923)
14,029
- (increase)/decrease in inventories
(129,921)
29,474
- increase/(decrease) in trade and other payables
274,312
1,056,331
- (decrease)/increase in deferred revenue
-
61,490
- (decrease)/increase in other financial liabilities
-
(310,088)
Cashflows from operations
(6,641,350)
(4,490,186)
(b) Non-cash financing and investing activities
Please refer to Note 22 and 23 for further details regarding equity issued for nil cash consideration.
26
Share-based Payments
(a) Employee share and option plan
Nil options were issued during the current year under ESOP.
(b) Fair value of share options granted in the year outside of the ESOP
For the options granted during the financial year, the Black Scholes Option valuation model inputs used to determine
the fair value at the grant date are as follows:
No. of
Options
Grant Date
Expiry Date
Share
price at
grant date
$
Exercise
price
$
Expected
volatility
Dividend
yield
Risk free
interest
rate
FV at
grant
date
$
2,500,000
(a)
01/11/2023
30/06/2026
0.049
0.200
67.69%
-
3.31%
6,945
2,500,000
(b)
01/11/2022
31/12/2026
0.049
0.200
67.69%
-
3.31%
8,448
30,000,000
(c)
01/05/2024
30/06/2028
0.032
0.080
60.64%
-
4.11%
261,907
30,000,000
(d)
01/05/2024
30/06/2028
0.032
0.120
60.64%
-
4.11%
178,639
Expected volatility is determined by historical performance of the share price.
49
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
26
Share-based Payments (continued)
(b) Fair value of share options granted in the year outside of the ESOP (continued)
The weighted average fair value of options granted during the financial year is $0.007 (2023:$0.007)
a)
Options have vested on 1 June 2024 with the vesting condition of deliverables versus objectives - subject to
finalizing Tranche 3 objectives.
b)
Options will be fully vested on 1 December 2024 by delivery against set objective for Tranche 4.
c)
Options have vested on 30 June 2024 and exercisable at $0.08. Options may be exercised up to 48 months from
the vesting date, by providing the Company with 3 months' written notice of the Option holder's intention to
exercise the relevant options.
d)
Options have vested on 30 June 2024 and exercisable at $0.12. Options may be exercised up to 48 months from
the vesting date, by providing the Company with 3 months' written notice of the Option holder's intention to
exercise the relevant options.
(c) Movement in share options during the year
The following reconciles the share options outstanding at the beginning and end of the year:
2024
No. of
Options
2024
Weighted
Average
Exercise
Price
$
2023
No. of
Options
2023
Weighted
Average
Exercise
Price
$
Outstanding at the beginning of the year
238,500,000
0.18
264,000,000
0.22
Granted
65,000,000
0.11
13,500,000
0.13
Expired/lapsed
(15,800,000)
0.39
(11,500,000)
0.10
Cancelled
(70,000,000)
0.10
(27,500,000)
0.35
Outstanding at year-end
217,700,000
0.20
238,500,000
0.18
Exercisable at year-end
215,200,000
0.20
199,500,000
0.18
During the year, 76,470,409 free attaching options were issued via share placement.
(d) Share options exercised during the year
There were no options exercised during the year.
(e) Share options outstanding at the end of the year
The options outstanding at 30 June 2024 had a weighted average exercise price of $0.20 (2023:$0.18) and a weighted
average remaining contractual life between 0.5 to 5.5 years.
Exercise price range from $0.03 (2023: $0.03) to $0.30 (2023: $0.30) in respect of options outstanding at 30 June
2024.
50
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
26
Share-based Payments (continued)
(f) Share-based payments expense
2024
$
2023
$
Share-based payments
- options issued to directors
484,581
181,087
- options issued to suppliers (a)
52,655
87,245
- options issued to other key management personnel
-
63,448
- options issued to employees
-
3,895
537,236
335,675
a)
The Company issued 11,000,000 options to US consultants for medical advisory board services that were fully
vested this year.
b)
Share-based payment from Appendix 4E has been revised as free attaching options have no fair value under
AASB 2 Share-based payments.
27
Events Occurring After the Reporting Date
Matters Subsequent to Reporting Period
Following the year-end, the group successfully raised $2,997,000 in cash in August 2024 through a placement offering.
Additionally, a $1,100,000 loan was converted into equity.
The group is also expecting to receive an R&D tax offset of $611,282 in the second quarter.
Except for the above, no other matters or circumstances have arisen since the end of the financial year which
significantly affected or could significantly affect the operations of the Group, the results of those operations, or the
state of affairs of the Group in future financial years.
28
Financial Risk Management
The Group holds the following financial instruments:
2024
$
2023
$
Financial assets
Cash and cash equivalents
762,874
146,162
Trade and other receivables
253,138
47,244
Total financial assets
1,016,012
193,406
Financial liabilities
Trade and other payables
1,937,431
1,663,119
Other financial liabilities
1,176,563
294,683
Total financial liabilities
3,113,994
1,957,802
51
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
28
Financial Risk Management (continued)
(a) Foreign exchange risk
The Group engages in international purchase transactions and is exposed to foreign currency risk arising from various
currency exposures, primarily with respect to the US dollar (USD). The parent has minimal exposure to foreign
exchange risk as it does not hold any foreign currency cash reserves and only makes minor foreign currency
payments. The Group does not make use of derivative financial instruments to hedge foreign exchange risk.
The carrying amount of the foreign currency denominated monetary assets and liabilities at the reporting date is as
follows, all amounts in the table below are displayed in $AUD at year-end spot rates:
2024
$
2023
$
Cash and trade and other receivables
- USD
-
4,361
- GBP
35,566
-
35,566
4,361
Trade and other payables
- CAD
(43,908)
(13,889)
- GBP
(28,845)
(3,557)
- USD
(262,985)
(222,223)
- EUR
(1,606)
-
(337,344)
(239,669)
Sensitivity Analysis
The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities
including non-designated foreign currency derivatives and embedded derivatives. The Group’s exposure to foreign
currency changes for all other currencies is not material.
2024
2023
Currency interest rates charged by ± 5% basis
± (15,089)
± (11,765)
(b) Interest rate risk
The Group has no material exposure to interest rate risk via the financial assets and financial liabilities that it holds.
Interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest
rates.
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk
(against the implied 30 day bank bill rate). The table also represents the quantitative impact on the financial statements
should the variation occur.
52
RESPIRI LIMITED
Notes to the Financial Statements
For the Year Ended 30 June 2024
28
Financial Risk Management (continued)
(b) Interest rate risk (continued)
Carrying
amount
$
Weighted
average
interest
rate
%
(4.33%)
effect on
profit after
tax
$
4.33%
effect on
profit
before tax
$
30 June 2024
Financial assets
Cash and cash equivalents
762,874
4.33
(33,032)
33,032
Total (decrease)/increase
762,875
-
(33,032)
33,032
30 June 2023
Financial assets
Cash and cash equivalents
146,162
4.14
(6,051)
6,051
Total (decrease)/increase
146,162
-
(6,051)
6,051
(c) Credit risk
The credit risk in respect of cash at banks and deposits is managed by only having accounts with major reputable
financial institutions.
The Group continuously monitors the credit quality of customers based on regular review of the debtors. Where
available, external credit ratings and/or reports on customers are obtained and used. The Group’s policy is to deal only
with credit worthy counterparties. The credit terms as negotiated with customers are subject to an approval process
which forms part of the overall contract approval when signing up new customers and is usually 30 days. The ongoing
credit risk is managed through regular review of ageing analysis, together with ongoing correspondences with
customers, and by making provisions for doubtful debt.
Current
$
30 days
$
60 days
$
90 days
and older
$
Total
$
Trade Receivable Aging
Respiri Ltd
-
-
35,566
608
36,174
Respiri USA
61,192
-
-
-
61,192
Access Telehealth
69,962
24,502
13,408
119,392
227,264
Allowance for expected credit losses
-
-
-
(90,580)
(90,580)
131,154
24,502
48,974
29,420
234,050
(d) Liquidity risk
Liquidity risk is the risk that the Group will not pay its debtors when they fall due. Prudent liquidity risk management
implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit
facilities. The Group manages liquidity risk by maintaining sufficient bank balances to fund its operations and the
availability of funding through committed credit facilities.
53
ANNUAL REPORT 2024
Notes to the Financial Statements
For the Year Ended 30 June 2024
28
Financial Risk Management (continued)
(d) Liquidity risk (continued)
Management manages this risk by monitoring rolling forecasts of the Group's liquidity reserve on the basis of expected
cash flows. The table below analyses the Group's financial liabilities.
0-12
months
$
Maturing 1
to 3 years
$
Total
$
30 June 2024
Trade and other payables
1,937,431
-
1,937,431
Lease liabilities
58,980
57,419
116,399
1,996,411
57,419
2,053,830
30 June 2023
Trade and other payables
1,809,736
-
1,809,736
Lease liabilities
32,732
116,398
149,130
1,842,468
116,398
1,958,866
(e) Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and
to maintain a capital structure that maximises shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may issue new shares or reduce its capital, subject to the provisions of the Group's constitution.
The capital structure of the Group consists of equity attributed to equity holders of the Group, comprising contributed
equity and reserves disclosed in Notes 22 and 23. By monitoring undiscounted cash flow forecasts and actual cash
flows provided to the Board by the Group's Management the Board monitors the need to raise additional equity from
the equity markets.
Capital commitments
The group had no capital commitments as at 30 June 2024.
54
RESPIRI LIMITED
Consolidated Entity Disclosure Statement
As at 30 June 2024
Entity Name
Entity Type
Place found / Country of
Incorporation
Ownership
Interest
%
Tax Residency
Respiri Limited
Body Corporate
Australia
N/A
Australia
KarmelSonix Australia Pty Ltd
Body Corporate
Australia
100
Australia
Respiri UK Limited
Body Corporate
United Kingdom
100
United Kingdom
Respiri USA Inc
Body Corporate
United States of America
100
United States of America
Access Telehealth
Body Corporate
United States of America
100
United States of America
Respiri Limited (the head entity) and its wholly owned Australian subsidiaries have formed an Income Tax Consolidated
Group under tax consolidation regime.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the Group as at the end of the financial year in accordance with AASB
10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that
could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public
guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations
Act 2001).
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group, partners in a partnership within the Group or
participants in a joint venture within the Group
55
ANNUAL REPORT 2024
Directors' Declaration
The directors of the Company declare that:
1.
The financial statements and notes, as set out on pages 21 to 55, and the remuneration disclosures that are contained
within the Remuneration Report within the Directors' report, set out on pages 9 to 19, are in with the Corporations Act
2001 and:
a.
In the directors' opinion there are reasonable grounds to believe the company will be able to pay its debts as and
when they become due and payable;
b.
In the directors' opinion the financial statements and notes also comply with the International Financial Reporting
Standards as disclosed in Note 1;
c.
In the directors' opinion the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the
financial position and performance of the consolidated entity
d.
In the directors' opinion the attached consolidated entity disclosure statement and the information disclosed therein
are true and correct; and
e.
The directors have been given the declaration required by s295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) Corporations Act 2001.
On behalf of the Directors
Mr Nicholas Smedley
Executive-Chairman
Dated this 20th day of September 2024
Melbourne, Australia
56
RESPIRI LIMITED
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor’s report to the members of Respiri Limited
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of Respiri Limited (the Company) and its subsidiaries
(the Group) is in accordance with the Corporations Act 2001, including:
— 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
— complying with Australian Accounting Standards and the Corporations Regulations 2001.
What was audited?
We have audited the financial report of 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 for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— 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.
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 & 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.
57
ANNUAL REPORT 2024
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of
$7,129,247 and had cash-outflows from operations of $6,641,350 during the year ended 30 June 2024. As
stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a
material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Business
combination
Area of focus
(refer also to notes 1 & 17)
The Group acquired Access Managed
Services LLC (“Access”) on 11 August
2023 for a consideration of up to US$3.0
million, being initial consideration of
US$1.25 million settled in cash and
US$1.75 million contingent on certain
services being performed and financial
milestones being achieved.
Accounting for this transaction is complex
and required significant judgements and
estimates by management on the initial
entries recorded, specifically to determine
the fair value of assets and liabilities
acquired in the context of Australian
Accounting Standards.
As such this matter has been determined
as a key area of focus for our audit.
How our audit addressed the
key audit matter
Our audit procedures included:
— Assessing that the acquired entity
meets the definition of a business
under AASB 3 – Business
Combinations;
— Reviewing the sale and purchase
agreement to understand the key
terms and conditions of the
acquisition, including the date that
control passed to the Group;
— Assessing the Group’s determination
of fair values of assets acquired by
performing specific audit procedures
on opening balances at acquisition
date; and
— Assessing the estimation of
contingent consideration included
within the transaction.
We have also assessed the adequacy of
the Group’s disclosures in respect of the
acquisition in the financial report.
58
RESPIRI LIMITED
Carrying
value of
goodwill
Area of focus
(refer also to notes 1 & 17)
Included on the statement of financial
position is an intangible asset balance of
$2.04 million as at 30 June 2024, which
relates to goodwill of $1.96 million and
software assets totaling $0.08 million.
The entirety of the goodwill balance was
created following the acquisition of
Access as discussed above.
In accordance with AASB 136 –
Impairment of assets the Group is
required to, at least annually, perform an
impairment assessment of goodwill and
intangible assets that have an indefinite
useful life. For intangible assets with finite
useful lives, the Group is required to
review these for impairment whenever
events or changes in circumstances
indicate that their carrying amounts may
not be recoverable, and at least annually,
review whether there is any change in
their expected useful lives.
Impairment is recognised when the
carrying amount of the Cash Generating
Unit (‘CGU”) exceeds its recoverable
amount. As at 30 June 2024, the Group
has not recorded an impairment charge.
The accounting treatment to determine
the carrying value of intangible assets is
complex and requires significant judgment
and has been a key area of focus for our
audit.
How our audit addressed the
key audit matter
Our audit procedures included:
— A detailed evaluation of the Group’s
budgeting procedures upon which the
forecast is based and testing the
principles and integrity of the
discounted future cash flow models;
— Assessing the appropriateness of the
Group’s two Cash Generating Units
(‘CGU’s’) in line with how the Board
and Chief Financial Decision Makers
evaluate the performance of the
Group and that the allocation of
assets between the Group’s two
CGU’s was appropriate;
— Testing the accuracy of the
calculation derived from the forecast
model and assessing key inputs to
the calculations such as revenue
growth, terminal growth, gross
margins;
— Performing a review of the discount
rate recommended by an
independent expert and that the
expert was appropriately qualified to
undertake the task;
— Performing sensitivity analysis on the
model noting that any change in the
assumptions used would change the
recoverable amount calculated by the
Group; and
— Performing market cross checks on
comparing the Group’s market
capitalisation relative to its net asset
position as at 30 June 2024.
We also considered the adequacy of the
Group’s disclosures in the notes to the
financial report.
59
ANNUAL REPORT 2024
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.
Other Matter
The financial report of Respiri Limited for the year ended 30 June 2023 was audited by another auditor,
who expressed an unmodified opinion with a material uncertainty in relation to going concern to that report.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
— 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
— 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:
— 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
— the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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 the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
60
RESPIRI LIMITED
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of Respiri Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
What was audited?
We have audited the Remuneration Report included in of the directors’ report for the year ended 30 June
2024.
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.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
A. A. Finnis
Director
Melbourne, 20 September 2024
61
ANNUAL REPORT 2024
Additional Information for Listed Public Companies
30 June 2024
SHAREHOLDERS INFORMATION as at 28 August 2024
Equity security holders
Twenty largest quoted equity holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Holder
Ordinary
shares held
% of total
shares
issued
NETWEALTH INVESTMENTS LIMITED
56,697,058
4.41%
NETWEALTH INVESTMENTS LIMITED
50,338,143
3.92%
BNP PARIBAS NOMINEES PTY LTD
44,211,033
3.44%
CITICORP NOMINEES PTY LIMITED
23,699,718
1.84%
BT PORTFOLIO SERVICES LTD
22,100,000
1.72%
BT PORTFOLIO SERVICES LIMITED
20,000,000
1.56%
MALLAMANDA PTY LTD
18,032,352
1.40%
MR PETER KARL BRAUN
18,026,140
1.40%
DAVID JAMES + ROSEMARY JAMES
17,333,333
1.35%
BOND STREET CUSTODIANS LIMITED
16,750,000
1.30%
BT PORTFOLIO SERVICES LTD
16,666,667
1.30%
BT PORTFOLIO SERVICES LTD
16,666,667
1.30%
MR JOHN ANTHONY DELL
16,108,864
1.25%
MRS TARA MARJORIE HILL
14,943,125
1.16%
BT PORTFOLIO SERVICES LIMITED
14,810,784
1.15%
SYSTEM ARCHITECTS INTERNATIONAL NOMINEES PTY LTD
14,100,000
1.10%
BT PORTFOLIO SERVICES LIMITED
13,497,223
1.05%
GEMJILL PTY LTD
13,333,334
1.04%
MR SIMON DUMARESQ + DR BELINDA JACKSON
12,265,193
0.95%
BT PORTFOLIO SERVICES LIMITED
11,465,686
0.89%
Unquoted equity securities
No unquoted shares
Unquoted equity securities
Number on issue
Number of holders
Options over ordinary shares issued
217,700,000
25
62
RESPIRI LIMITED
Additional Information for Listed Public Companies
30 June 2024
Voting Rights
The voting rights attached to ordinary shares are set out below:
Ordinary Shares
On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
On-market Buy-backs
There is no current on-market buy-back in relation to the Company's securities.
Securities subject to voluntary escrow
There are no securities subject to voluntary escrow.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number of Holders of ordinary shares
1 to 1,000
142
1,001 to 5,000
244
5,001 to 10,000
431
10,001 to 100,000
1,312
100,001 and above
800
Unmarketable Parcels
As at 28th August 2024 there were 1,160 unmarketable parcels on register.
63
ANNUAL REPORT 2024
Additional Information for Listed Public Companies
30 June 2024
SHAREHOLDER ENQUIRIES
Shareholders with enquiries about their shareholdings should contact the Share Register:
Computershare Investor Services Pty Ltd
Yarra Falls
452 Johnson Street
Abbostsford, Victoria, 3067
Telephone:
+61 (0)3 9415 4000
Facsimile:
+61 (0)3 9473 2500
Email:
www.investorcentre.com/contact
CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS
Shareholders should contact the Share Registry via your Investor Centre portal.
REMOVAL FROM THE ANNUAL REPORT MAILING LIST
Shareholders who no longer wish to receive the Annual Report should notify the Share Registry via the shareholder's
respective Investor Centre portal. These shareholders will continue to receive all other shareholder information.
TAX FILE NUMBERS
It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted
by the Share Registry.
CHESS (Clearing House Electronic Sub-register System)
Shareholders wishing to move to uncertified holdings under the Australian Stock Exchange (CHESS) system should contact
their stockbroker.
UNCERTIFIED SHARE REGISTER
Shareholding statements are issued at the end of each month in which there is a transaction that alters the balance of your
holding.
64
RESPIRI LIMITED
Corporate Directory
AUSTRALIAN COMPANY NUMBER (ACN)
009 234 173
DIRECTORS
Mr Marjan Mikel
Mr Nicholas Smedley
Dr Tom Takubo
COMPANY SECRETARY
Mr Justin Mouchacca
PRINCIPAL PLACE OF BUSINESS
Level 9, 432 St Kilda Road
Melbourne, Victoria
AUSTRALIA 3004
Telephone: +61 (0)3 9653 9160
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, Victoria, 3067
Australia
Telephone: +61 (0)3 9415 4000
Facsimile: +61 (0)3 9473 2500
AUDITORS
William Buck
Level 20, 181 William Street
Melbourne, Victoria, 3000
Australia
Telephone: +61 (0) 3 9824 8555
WEBSITE
www.respiri.co
SECURITIES QUOTED
Australian Securities Exchange
- Ordinary Fully Paid Shares (Code: RSH)
Respiri Limited is a Public Company Limited by shares and is
domiciled in Australia.
Appointed on 25th November 2019
Appointed on 30th October 2019
Appointed on 11th December 2023
REGISTERED OFFICE
Level 5, LaTrobe Street
North Tower
Melbourne, Victoria
AUSTRALIA 3000
Telephone: +61 (0)3 9642 8000
Fax: +61 (0)3 9642 8222
SOLICITORS Gadens
Lawyers Level 13,
Collins Arch
447 Collins Street
Melbourne, Victoria, 3000
AUSTRALIA
Telephone: +61 (0)3 9252 2555
Fax: +61 (0)3 9252 2500
BANKERS
National Australia Bank (NAB)
330 Collins Street,
Melbourne, Victoria, 3000
Australia
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ANNUAL REPORT 2024