Commercial in confidence 29 February 2024 Preliminary Full Year 2023 Results, Appendix 4E and Business Update Doctor Care Anywhere Group PLC (ASX:DOC, “Doctor Care Anywhere” or “the Company”) is pleased to provide its Preliminary Full Year results announcement and Appendix 4E for the year ended 31 December 2023. A business update is also provided.1 FY23 Highlights (vs FY22) • • • • • Doctor Care Anywhere met, or exceeded, all 2023 guidance set out in February 2023 31.2% Revenue growth delivered – £38.5m in 2023 7.6ppt increase in Contribution margin – 28.1% margin in 2023 £11.2m improvement in EBITDA - £(5.9m) in 2023 Balance sheet strengthened through the convertible loan note financing (completed January 2024) Ben Kent, Interim Chief Executive Officer of Doctor Care Anywhere, said: “2023 has been a year of effective delivery for Doctor Care Anywhere: we have implemented a new operating model; our technology platform has reliably supported significant volume growth; we have grown revenue and gross margin and reduced our cost base; and we are on track to achieve positive EBITDA in Q1 2024. With our changing contractual arrangements with AXA, we are actively progressing the opportunity to diversify our client base in 2024.” Operational Performance Activated Lives reached 1,048,400 at 31 December 2023, representing a net increase of 179,500 (20.7%) above 31 December 2022. There is further growth potential in activated lives given the Company’s existing base of 3.0 million Eligible Lives, together with growth in patients from new clients. Consultation volumes grew significantly in FY23, totalling 730,600 for the period (including 12,200 GP2U consultations), an increase of 116,400 (19.0%) over FY22 (which included 25,600 GP2U consultations). Consultation growth was supported by the Company’s strong repeat user rate, with 535,000 consultations delivered to returning patients in FY23, representing 73% of total consultations. Growth in the Company’s repeat user rate validates the investment made in acquiring new patients during the year, with these new patients expected to continue to utilise the Company’s services in FY24 and beyond, building the operational scale which will underpin a profitable future. Consultation volumes in 2H23 were 355,200, 5.7% lower than volumes in 1H23, due to the UK’s mild early winter, limited marketing of our services by AXA and the sale of GP2U in July 2023. 2H23 volumes were 14.1% higher than 2H22. 1 This report is prepared in GBP in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006 (UK). All figures expressed in Australian Dollars (“A$”) have been converted from British Pounds Sterling at an exchange rate of AUD:GBP of 0.53, other than where noted. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Summary of FY 2023 Consolidated Statement of Comprehensive Income £ in millions FY23 FY22 Variance % 2H 23 1H 23 Variance % Utilisation revenue Subscription revenue Revenue 36.0 2.5 38.5 27.1 2.2 29.3 8.9 0.3 9.1 32.8% 12.1% 31.2% 18.1 1.2 19.3 17.9 1.3 19.2 0.3 (0.1) 0.1 1.4% (8.0%) 0.8% Cost of sales Gross profit Gross profit margin (20.8) 17.7 46.0% (17.0) 12.3 42.0% (3.8) 5.4 4.0% (22.2%) 43.7% (10.0) 9.3 48.4% (10.8) 8.3 43.6% 0.9 1.0 4.8% 7.9% 12.0% Operating costs Contribution Contribution margin (6.9) 10.8 28.1% (6.3) 6.0 20.5% (0.6) 4.8 7.6% (9.2%) 79.8% (3.2) 6.1 31.6% (3.6) 4.7 24.6% 0.4 1.4 7.0% 10.8% 29.6% Sales and marketing Technology General and administration Other operating income Share based payment Non-operating costs (0.7) (3.4) (12.9) 0.3 (0.1) (16.7) (1.9) (7.4) (15.6) 0.6 1.2 (23.0) 1.1 4.0 2.7 (0.3) (1.3) 6.3 61.8% 54.3% 17.3% (46.1%) (106.8%) 27.3% (0.3) (1.9) (6.2) 0.0 (0.1) (8.4) (0.4) (1.5) (6.7) 0.3 (0.0) (8.3) 0.1 (0.4) 0.4 (0.3) (0.0) (0.2) 27.8% (25.7%) 6.7% (91.4%) (291.1%) (1.8%) Share of JV net loss EBITDA (5.9) (0.1) (17.1) 0.1 11.2 100.0% 65.5% (0.0) (2.3) 0.0 (3.5) (0.1) 1.2 (200.0%) 33.6% Depreciation and amortisation EBIT (2.5) (8.4) (2.1) (19.1) (0.4) 10.7 (21.5%) 56.1% (1.4) (3.8) (1.1) (4.6) (0.3) 0.9 (27.8%) 19.0% Finance income/(expense) Loss before tax (0.5) (8.9) (0.0) (19.2) (0.4) 10.3 (838.0%) 53.8% (0.3) (4.0) (0.2) (4.8) (0.1) 0.8 (36.3%) 16.8% Tax Loss after tax 0.7 (8.2) 0.3 (18.9) 0.4 10.8 170.2% 56.9% 0.1 (3.9) 0.6 (4.3) (0.4) 0.4 (75.7%) 9.1% Results from discontinued operations Net loss (1.9) (10.0) (3.1) (22.0) 1.2 12.0 39.2% 54.4% 0.1 (3.8) (1.9) (6.2) 2.0 2.4 105.3% 38.7% Please note numbers in the above table are subject to rounding differences. Revenue for FY23 was £38.5 million, up 31.2% on FY22. The main driver of revenue growth was the increase in GP consultations between the two periods and an annual price increase agreed with AXA in 1H 23. The price increase also contributed to 2H23 revenue increasing by 0.8% over 1H23 despite the reduction in volumes. Gross profit has grown significantly, both year on year and half year on half year: FY23 gross profit was £17.7 million, up 43.9% on FY22. Gross profit margin for FY23 was 46.0%, up 4.0ppt on FY22. Gross profit for 2H23 was £9.3 million, up 12.0% on 1H23. Gross profit margin for 2H23 was 48.4%, up 4.8ppt on 1H23. Contribution for FY23 was £10.8million, up 80.0% on FY22. Contribution margin for FY23 was 28.1%, up 7.6ppt on FY22. Contribution for 2H23 was £6.1 million, up 29.8% on 1H23. Contribution margin for 2H23 was 31.6%, up 7.0ppt on 1H23. The improvements in gross and contribution margin have been driven principally by the launch of the Company’s Mixed Clinical Workforce proposition in June 2023, together with the increase in revenue per consultation from annual price increases. Margin improvement continued throughout 2H23 such that DCA’s Q4 gross margin guidance of 50%-55% and Q4 contribution margin guidance of 35%-40% were both met. These significantly improved margins put DCA in an improved position going into 2024. Normalising for the one-off restructuring costs of £1.6m incurred in 1H22, and for share based payments in both years, non-operating costs in FY23 decreased 26.4% on FY22, to £16.6 million. This was driven by the full year impact of the restructuring work undertaken in 1H22 to reduce the business’ ongoing costs, together with further cost reduction and efficiency measures implemented in 2H22 and FY23. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Non-operating costs increased by 1.2% between 1H23 and 2H23. This was primarily due to a reduction in the capitalisation rate of technology work following the go-live of Mixed Clinical workforce, as 2H23 work was more focussed on BAU and non-capitalisable discovery projects. This led to a £0.4m rise in technology costs expensed in the period which was more than offset by a total £0.5m reduction in general and administration and sales and marketing costs between the two periods. Adjusting for restructuring costs and share based payments2, EBITDA loss in FY23 was £5.8m, an improvement of £10.9m year on year. This was driven by revenue growth, margin improvement and a focus on productivity in the business. DCA exited the year with £6.1m cash and its £10.0m AXA loan facility fully drawn down. This loan was refinanced in January 2024 on completion of the convertible loan note financing, with no cash repayments due until 31 December 2027. This strengthening of the Company’s balance sheet puts the Company in an excellent position to drive further growth. 2023 Business Highlights 2023 was a year of progress for Doctor Care Anywhere, with several notable developments: • • • Successful launch of Mixed Clinical Workforce in June 2023, simultaneously reducing the Company’s cost to serve while addressing its clinician supply issues. No major platform outages in the year following stability issues experienced in 2022 and consequently no SLA penalties incurred. Evolution of DCA’s relationship with AXA Health following the agreement to remove their mutual exclusivity obligations. DCA and AXA Health are continuing to work together to finalise the detailed amendments to be made to the Master Services Agreement, Joint Venture agreement, Development Agreement and Loan Facility Agreement. Outlook As per the 30 January 2024 market update, the Company hit its market guidance relating to gross margin and contribution margin in Q4 2023. There remain two outstanding items of guidance, being achievement of positive EBITDA in Q1 2024, and cash generation soon thereafter. At the date of this report, the Company remains on track for both these items, with positive cashflow anticipated in 2H 2024. Consultation volumes in 2024 have grown in line with seasonal trends, and are higher than both Q1 and Q4 2023. The Company provides one further piece of guidance in relation to its 1H 2024 outlook: • 5-10% revenue growth vs. 1H 2023 This guidance assumes, inter alia, a continuation of current demand trends through 1H24. Further details regarding the Company’s strategic and financial plans for 2024 and beyond will be shared at the Company’s AGM. The Company is excited about the opportunities to expand its customer base and propositions, and to grow revenue and profitability in the medium term.2 . - ENDS This ASX announcement has been authorised for release by the Board of Directors. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Forward looking statements: This announcement contains forward-looking statements which are statements that may be identified by words such as “may”, “will”, “would”, “should”, “could”, “believes”, “estimates”, “expects”, “intends”, “plans”, “anticipates”, “predicts”, “outlook”, “forecasts”, “guidance” and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions and on a number of best estimate assumptions regarding future events and actions that, at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, and the directors and management of the Company. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. About Doctor Care Anywhere: Doctor Care Anywhere Group PLC is one of the UK’s largest private providers of telehealth services. The Company works with insurers, healthcare providers and corporate customers to connect patients to a range of digitally enabled telehealth services on its proprietary platform. It is committed to delivering the best possible patient experience and clinical care through digitally enabled, joined up, evidence-based pathways. Further Information: James Warren Acting Chief Financial Officer james.warren@doctorcareanywhere.com 2 This update must be read as a whole and is subject to the disclaimer that it: • • • Is subject to the assumptions referred to above and, if any of those assumptions are not met, actual results may differ from this guidance; Is not a prediction or guarantee of future performance; and Involves known and unknown risks, uncertainties and other factors which are beyond the Company’s control, and which may cause actual results to differ from this guidance. The Company is not liable for the accuracy and/or correctness of this information and any differences between the guidance and actual outcomes. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Appendix 4E - Preliminary Final Report FY2023 Doctor Care Anywhere Group PLC Year ended 31 December 2023 Reporting period Current reporting period (FY23): 1 January 2023 to 31 December 2023 Previous reporting period (FY22): 1 January 2022 to 31 December 2022 Basis of preparation This financial report has been prepared in accordance with measurement and recognition (but not disclosure) requirements of International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006 (UK), in British Pounds Sterling. The non-statutory financial information in this report is based on the annual statutory financial statements which are in the process of being audited and have therefore not been finalised. Results for announcement to the market FY23 FY22 Variance to FY22 Variance % Revenue £m's 38.5 29.3 9.2 31.2% Net loss £m's (10.0) (22.0) 12.0 54.4% Net tangible assets per security £'s (0.01) 0.01 (0.02) (215.2%) Revenue Revenue growth across the period was driven by an increased volume of consultations delivered to the Company’s growing base of Activated Lives and increase in revenue earned per consult. Net loss Net loss for FY23 included an impairment of goodwill of £1.7m. Adjusting for this item, FY23 net loss was £8.3 million. Net loss for FY22 included a major non-recurring restructuring cost of £1.6m and an impairment of goodwill of £2.5m. Adjusting for these items, FY22 net loss was £17.9 million. Excluding the non-recurring items, net loss for FY23 was £9.6 million (53.6%) lower than net loss for FY22. This decrease in net loss was largely due to revenue growth and a focus on reducing costs. Net tangible assets per security Net tangible assets decreased by £6.8 million from £3.2 million at 31 December 2022 to a net tangible liability position of £3.6 million at 31 December 2023 (down 215%). This was driven by the net loss of £10.0m in FY23 Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence reduced by £2.0m related to impairment of intangible assets both offset by the £1.3m investment in My Emergency Doctor which was acquired as part of the GP2U disposal and resulted in a change from an intangible goodwill asset to an investment in MED which is classed as a tangible asset. As a result of the above, net tangible assets per security decreased from £0.01 at 31 December 2022 to a net liability of £0.01 at 31 December 2023 Dividends It is not proposed to pay any dividends, nor were any paid in the prior period. Joint ventures The Company is party to a joint venture with AXA Health, in respect of Doctor at Hand Diagnostics Limited. The Company holds 50% of the issued share capital of the joint venture company. As announced on 18 October 2023, it is the joint venture parties’ intention to wind up this entity in 2024. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Financial Statements Consolidated Statement of Comprehensive Income Note Revenue Cost of sales Gross profit Administrative expenses Other operating income Operating loss Finance income Finance expense Loss before taxation Tax credit Loss for the financial year from continuing operations Loss on discontinued operations net of tax Total comprehensive loss for the year Unaudited Year ended 31 December 2023 £000’s Audited Year ended 31 December 2022 £000’s 38,462 (20,769) 17,693 (26,429) 334 (8,402) 48 (507) (8,861) 695 29,308 (16,997) 12,311 (31,776) 619 (18,846) 2 (77) (18,921) 200 (8,166) (18,721) (1,883) (3,312) (10,049) (22,033) £ (0.03) £ (0.06) (0.02) (0.05) 1 2 4 3 Loss per share: Basic and diluted loss per share attributable to ordinary equity shareholders Basic and diluted loss per share attributable to ordinary equity shareholders – continuing operations Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Consolidated Statement of Financial Position Note Unaudited 31 December 2023 £’000 Audited 31 December 2022 £’000 5 6 747 5,968 1,300 8,015 1,220 9,131 1,966 12,317 7 3,110 3,893 387 6,061 2,034 11,592 392 5,406 9,691 8 (5,918) (8,136) 10 (3,846) - (9,764) (8,136) 9 (956) (1,375) 10 (6,555) - - (209) Total non-current liabilities (7,511) (1,584) Net assets 2,332 12,288 78 56,212 2,171 (56,129) 2,332 78 56,212 2,078 (46,080) 12,288 Non-current assets Property, plant and equipment Intangible assets Investments Interest in joint venture Total non-current assets Current assets Trade and other receivables: due within one year Corporation tax receivable Cash and cash equivalents Interest in joint venture Total current assets Current liabilities Trade and other payables: due within one year Loans and borrowings Total current liabilities Non-current liabilities Trade and other payables: due after one year Loans and borrowings Deferred tax liabilities Capital and reserves Called up share capital Share premium account Other reserves Retained losses Total equity 11 Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Consolidated Statement of Changes in Equity Notes Called up share capital Share premium account Other reserves £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 72 50,148 3,287 (24,047) 29,460 Comprehensive loss for the year - - - (22,033) (22,033) Total comprehensive loss for the year - - - (22,033) (22,033) 6 6,064 - - 6,070 Total shares issued during the year 6 6,064 - - 6,070 Share based payments - - (1,192) - (1,192) Foreign exchange movements - - (17) - (17) At 31 December 2022 (audited) 78 56,212 2,078 (46,080) 12,288 Comprehensive loss for the year - - - (10,049) (10,049) Total comprehensive loss for the year - - - (10,049) (10,049) - - - - - Total shares issued during the year - - - - - Share based payments - - 81 - 81 Foreign exchange movements - - 12 - 12 78 56,212 2,171 (56,129) 2,332 At 1 January 2022 Shares Issued Shares Issued At 31 December 2023 (unaudited) 11 11 Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Accumulated Total equity losses Commercial in confidence Consolidated Statement of Cash Flows Unaudited Year ended 31 December 2023 £’000 Audited Year ended 31 December 2022 £’000 Cash flows from Operating Activities Receipts from customers Payments to suppliers and employees Finance cost paid Finance cost received Government grants and tax incentives 38,863 (45,951) (1) 48 700 32,712 (48,212) (2) 2 269 Total cash flows from Operating Activities (6,341) (15,231) Cash flows from Investing Activities Payment for property, plant and equipment (167) (106) Payment for intangible fixed assets Proceeds from disposals of entities (2,160) 90 (2,238) - Total cash flows from Investing Activities (2,237) (2,344) Cash flows from Financing Activities Payments to suppliers in relation to equity issue Proceeds from equity issue Proceeds from borrowings Repayment of loans - (339) 10,000 (684) 6,408 12 (177) Total cash flows from Financing Activities 9,316 5,904 738 (11,671) 5,406 17,066 (83) 11 6,061 5,406 Net cash inflows/(outflows) Cash and cash equivalents at beginning of year Effect of movement in exchange rates on cash held Cash and cash equivalents at the end of year Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Note 1: Revenue Year ended 31 December 2023 £000’s Year ended 31 December 2022 £000’s 35,998 2,459 5 38,462 27,110 2,194 4 29,308 Year ended 31 December 2023 £000’s Year ended 31 December 2022 £000’s 6,878 3,361 709 15,481 26,429 6,299 7,354 1,858 16,265 31,776 Utilisation Subscription Other Total Note 2: Administrative Expenses Operating costs Technology costs Sales and Marketing costs General and Administration costs Total Restructuring costs of £1.6m were incurred in FY22. These have been allocated to the respective categories. Operations includes the expenses attributable to the delivery of the Group’s core services. Technology includes the expenses attributable to the development and maintenance of the Group’s intellectual property. Sales and Marketing includes the expenses attributable to the selling and marketing of the Group’s services. General and Administration includes the expenses attributable to supporting the Group’s operating functions, depreciation (FY23: £0.6m, FY22: £0.5m), amortisation (FY23: £1.8m, FY22: £1.5m) and share-based payments (FY23: £0.1m, FY22: -£1.2m). Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Note 3: Discontinued operations On 4 June 2023, the Company announced the sale of its Australian subsidiary GP2U for A$3.0m to My Emergency Doctor. The consideration comprised of $2.5m unlisted ordinary shares in MED and $0.5m cash adjusted for normal working capital. The sale was completed on 9 July 2023, and consequently GP2U’s operations have been classified as discontinued for the year ended 31 December 2023. On 18 October 2023, as part of its quarterly activity report, the Company gave an update regarding its relationship with AXA Health. As part of this update, the Company announced the intention to wind up its Joint Venture Doctor at Hand Diagnostics ("JVCo"). This remains the intention at the date of this report, and consequently JVCo has been classified as discontinued for the year ended 31 December 2023. The result from discontinued operations in the year was determined as follows: Loss attributable to GP2U Gain on disposal Share of profit/(loss) of joint venture Total Year ended 31 December 2023 Note £000’s 3a (1,965) 3b 14 68 (1,883) Year ended 31 December 2022 £000’s (3,166) (146) (3,312) Year ended 31 December 2023 £000’s 360 (619) 27 (1,733) (1,965) Year ended 31 December 2022 £000’s 485 (1,215) 6 56 (2,498) (3,166) 3a – Loss attributable to GP2U Revenue Administrative expenses Other operating income Tax Intangible asset impairment Total The 2023 Intangible asset impairment relates to an impairment of GP2U intangible assets to bring the net assets of GP2U in line with the recoverable value. The 2022 intangible asset impairment arose from a value in use assessment. Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence 3b – Profit on disposal of GP2U Year ended 31 December 2023 £000’s 1,471 (1,457) 14 Consideration received less costs to sell Net assets of GP2U at date of disposal Profit on disposal Note 4: Finance Expense Interest expense on financial liabilities held at amortised cost Total Year ended 31 December 2023 £000’s 507 Year ended 31 December 2022 £000’s 77 507 77 Note 5: Property, plant and equipment Right of use asset £000’s Office equipment £000’s Computer equipment £000’s £000’s Cost At 1 January 2023 Additions Disposals At 31 December 2023 1,321 1,321 228 15 (10) 233 782 118 (160) 740 2,331 133 (170) 2,294 Depreciation At 1 January 2023 Charge for the period Disposals At 31 December 2023 580 290 870 111 58 (10) 159 420 252 (154) 518 1,111 600 (164) 1,547 Net book value At 31 December 2023 At 31 December 2022 451 741 74 117 222 362 747 1,220 Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Total Commercial in confidence Note 6: Intangible assets Cost At 1 January 2023 Additions Disposals At 31 December 2023 Amortisation At 1 January 2023 Charge for the year Disposals Impairment At 31 December 2023 Net book value At 31 December 2023 At 31 December 2022 Trade names Customer relationships Patents Technical know-how Goodwill £000’s Software onboarding costs £000’s Software development costs £000’s £000’s £000’s £000’s £000’s 512 (437) 75 1,424 1,424 50 50 173 44 (142) - 1,424 - £000’s 500 500 5,181 (5,181) - 212 6 (94) 124 9,206 2,154 (508) 10,852 17,086 2,160 (6,220) 13,025 50 - 500 - - - - 2,498 (4,231) 1,733 159 48 (95) - 3,150 1,698 (178) 225 7,955 1,790 (4,646) 1,958 75 1,424 50 500 - 112 4,895 7,057 - - - - - 11 5,957 5,968 339 - - - 2,683 53 6,056 9,131 Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Total Commercial in confidence Note 7: Trade and other receivables (due within one year) As at 31 December 2023 £000’s As at 31 December 2022 £000’s 1,904 218 950 38 3,110 1,570 (12) 504 1,457 374 3,893 Held at amortised cost Trade receivables Loss allowance Other receivables Prepayments Contract assets Total The group has no trade or other receivable balances due after more than one year. Note 8: Trade and other payables (due within one year) As at 31 December 2023 £000’s As at 31 December 2022 £000’s 392 1,858 755 38 2,261 614 5,918 349 2,344 811 57 4,237 338 8,136 As at 31 December 2023 £000’s As at 31 December 2022 £000’s 207 749 956 620 754 1,374 Held at amortised cost IFRS 16 lease liability Trade payables Other taxation and social security Other payables Accruals Contract liabilities Total Note 9: Trade and other payables (due after one year) Held at amortised cost IFRS 16 lease liability Other payables Total Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence Note 10: Loans and borrowings As at 31 December 2023 £000’s As at 31 December 2022 £000’s Amounts falling due within one year Non-Current liabilities 3,846 - Amounts falling due after one year 6,555 - Current liabilities Both the current and non-current amounts relate to a loan facility secured with AXA PPP Healthcare Group Limited. This loan was repaid in full in January 2024 following the completion of the convertible loan financing. Note 11: Share capital As at 31 December 2023 At as 31 December 2022 Shares on issue Ordinary Deferred Ordinary Total shares in issue 366,672,246 99,600 366,771,846 366,672,246 99,600 366,771,846 Nominal value Ordinary Deferred Ordinary £0.000167 £0.167 £0.000167 £0.167 Share capital Ordinary Deferred Ordinary Total share capital £000’s 61 17 78 £000’s 61 17 78 Deferred shares carry no voting or economic rights other than the return of the issue price. All other classes of shares entitle the holder to receive notice of and to attend, speak and to vote at any general meeting. No classes of shares confer rights of redemption. Securities in the Company traded on the ASX are in the form of Chess Depository Interests (CDIs). CDIs are a type of depositary receipt that allows investors to obtain all the economic benefits of share ownership without holding legal title to the shares themselves. A CDI represents the beneficial interest in underlying shares in a Company. Shares underlying the CDIs are held by an Australian depositary nominee as the legal owner on behalf and for the Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP Commercial in confidence benefit of the CDI holder. The holders of CDIs receive all the economic benefit of actual ownership of the underlying shares. Note 12: Events after the reporting date On 11 December 2023 the Company announced the signing of a £10.6m convertible loan note, subject to approval at a shareholder meeting on 4 January 2024. The note was approved at this meeting. The key terms of the note are as follows: • • • • • • Convertible Notes due 31 December 2027, with no repayment of principal required until maturity Conversion price of £0.04591 (A$0.0875), a premium of 94% to the closing price on 11 December 2023 Zero coupon and no interim repayments Funds used to repay the £10m loan facility with AXA Health ("AXA Loan") AXA Health and Axia Investments participated in the Convertible Notes The Convertible Notes are convertible by the holder at A$0.0875 per CDI, being a 94% premium to the closing price of the Company’s CDIs on 11 December 2023, the last trading date of the CDIs prior to the announcement of the transaction Doctor Care Anywhere Group PLC ARBN 645 163 873 13-15 Bouverie Street, 2nd Floor London EC4Y 8DP