Announcement PDF Annual Report 2024 Doctor Care Anywhere Group PLC (Company Number 08915336) (ARBN 645 163 873) Our Vision: To be the primary care provider of choice for digital healthcare. Our Purpose: To provide quality care to patients by offering 24/7 access to clinical services 365 days a year. 2 Doctor Care Anywhere | Annual Report 2024 Contents Strategic Report Chair’s Letter 7 CEO’s Letter 8 Section 172 Statement 10 Operating and Financial Review 12 Clinical Review 19 Report of the Directors Directors’ Report 21 Corporate Governance Statement 28 Appendix A: Board Skills Matrix 40 Letter from the Chair of the Remuneration and Nomination Committee 42 Remuneration Report 43 Directors’ Declaration 52 Directors’ Responsibility Statement 53 Financial Statements Financial Statements 54 Independent Auditor’s Report 88 Shareholder Information 94 Corporate Directory 96 Doctor Care Anywhere | Annual Report 2024 3 Executive Summary Who is DCA? We are a business with the winning formula Market Opportunity Best Product UK virtual health market value 711k £681.5m (CAGR 17.9% over next 5 years) 7.4m people waiting for NHS treatment and average wait of two weeks to see a GP consultations per year 3.1m eligible lives Trustpilot score 4.1 star Scalable Platform Proven Model Right Team 24/7 service Our care model is proven effective, delivering strong outcomes & operational excellence A highly skilled clinical & operational workforce (600+) with 100% of patients seen within 24hrs 99.8% platform availability Operational excellence: 96% calls answered in < 60 secs 4 Doctor Care Anywhere | Annual Report 2024 Underlying cash generative in H2 2024 Cash reserves to see business through to long term cash generation & profitability Range of clinician types, primed for future growth Experienced leadership team with backgrounds in digital health Financial Highlights 2024 Continued improvement in all financial metrics £39.3m 58% 42% Revenue (A$77.1m) Underlying gross profit margin +9% BAU on FY23 Up from 46% in FY23 Underlying contribution margin Underlying EBITDA loss reduced to £0.5m (A$1.0m) Down from £5.9m in FY23 Up from 28% in FY23 Underlying cash generation in H2 2024 £4.4m (A$8.6m) First time in Company’s history metric achieved cash in hand at 31 Dec 2024 Sufficient resources through to profitability Doctor Care Anywhere | Annual Report 2024 5 6 Doctor Care Anywhere | Annual Report 2024 Chair’s Letter A year of growth and progress 2024 was a year of progress with continued growth and operational improvement. The Company continued the roll out of its Mixed Clinical Workforce, with ACPs representing circa 40% of consultations by year end with our total workforce successfully delivering over 710,000 consultations in 2024. Our patients continued to value our service, as evidenced by excellent net promoter scores and high levels of repeat patients. Impressive financial improvements Personnel changes DCA delivered growth vs 2023 in the majority of its key financial measures. Revenue was up 9% on an BAU basis at £39.3 million. Underlying gross margin was 58.1% (up 12.1ppt) and contribution margin was up to 41.7% (up 13.6ppt), both of which were primarily driven by increased revenue per consult and reduction in cost to serve from the roll out of Mixed Clinical Workforce. Through this revenue growth, margin improvement and cost reduction, we have reduced our underlying net losses from £10.0m to £2.9m. Underlying EBITDA losses reduced from £5.9m to £0.5m in 2024. Following a successful two year tenure as both interim and permanent CEO, Ben Kent was replaced in January 2025 by Laura O’Riordan, who joined DCA from her previous role as President at eMed Healthcare UK (formerly Babylon). The Board is grateful for everything Ben achieved during his time at DCA and also delighted to have Laura on board to take DCA through to the next stage in its journey. The Company exited the year having met all market financial guidance including being EBITDA positive in Q1 2024 and underlying cash flow generative in H2 2024. This new level of financial stability puts DCA in an excellent position going forward with the year-end cash balance of £4.4m. With top line growth and further opportunities to reduce our cost base, this will see DCA through to long-term cash generation and profitability. Delivering high quality health care Supporting our patients with safe and effective primary care services is the foundation of our business. Our team of clinicians and clinical managers, together with their support colleagues, work diligently to ensure that our business reliably delivers on that commitment. We have extensive clinical quality and governance processes which touch every facet of our operations. Following the disappointment of receiving a “requires improvement” rating in its 2023 CQC inspection, DCA has continued to undertake a variety of activities to maintain assurance of CQC compliance and effective clinical governance across the organisation. Following this work a mock inspection was carried out in December 2024 in which the Company received a “good” overall rating. While delighted with the result, we will continue to work on our clinical compliance to best serve our patients. At Board level, Matthew Addison, a repeat technology company founder and investor, was appointed as a NonExecutive Director in October 2024. Romana Abdin and Dr Aleksandra (Ola) Spencer subsequently stepped down from the Board in December 2024 having served the Company diligently during their respective tenures. This was followed by the appointment of Professor Sam Shah, a public health consultant, as an additional Non-Executive Director in January 2025. Sam brings with him a wealth of primary care experience. This completed the Board restructure, bringing in a wide range of executive and health sector experience that we will build on in 2025 to support the business’ growth ambitions. Looking forward to 2025 There are 7.4 million people waiting for NHS treatment with an average wait time of 2 weeks to see a GP with demand continuing to grow. Additionally, the UK virtual health care market is valued at £682m with a CAGR of 17.9% forecast over the next 5 years. With its best-in-class product, scalable platform and proven financial model, DCA is perfectly positioned to take advantage of the opportunity that this presents, with the Company designing and delivering innovative products that seamlessly connect every stage of the healthcare journey. Our CEO Laura O’Riordan provides more detail on this in her report. Finally, I would like to thank the team at DCA for all their excellent work in 2024. The impressive improvement in performance in 2024 could not have been achieved without their diligence, hard work and professionalism. The Company is in excellent hands going forward to achieve its potential. John Stier John Stier Chair, Independent Non-Executive Director 28th March 2025 Doctor Care Anywhere | Annual Report 2024 7 CEO’s Letter Since joining DCA on January 6, 2025, I have been thoroughly impressed by the strength of our offerings and the exceptional talent and dedication of our workforce. I am deeply grateful for the hard work and commitment demonstrated over the past years, which have laid the solid foundations I now have the privilege of building upon. Looking ahead, 2025 presents a significant opportunity to move DCA to the next level—establishing it as a profitable, cash-generating market leader. The key strategies to achieve this are outlined below: Market Opportunity As we look ahead, I am excited about the opportunities for growth in the UK healthcare market and what we can achieve together. The evolving landscape presents significant potential for innovation, expansion, and impact. With our expertise, dedication, and strategic vision, I am confident that we can drive meaningful progress and deliver outstanding results. AXA is, and remains, DCA’s largest and most important customer, continuing to play a role in our success. It has been a strong strategic partner throughout 2024, and we anticipate this valued relationship will continue to thrive in 2025 and beyond. At the same time, our recent client wins demonstrate our ability to diversify and grow alongside other key partners, ensuring a resilient and sustainable future for DCA. Expanding DCA’s customer base has been a key strategic objective, and 2024 saw significant progress with several fantastic new client wins. Our partnership with Medichecks now enables customers to discuss blood test results with our GPs, enhancing our service offering. Additionally, securing clients such as Alliance Health Group, Taylor Wimpey, and Portakabin highlights our ability to attract and serve businesses across a diverse range of industries. These successes reinforce our strong market position and set the stage for further growth in the year ahead. We have ambitious plans for 2025, aiming to further expand our client base, with several exciting opportunities already in our sales pipeline at the time of this report. In addition to growing our customer portfolio, we are also focused on broadening our product offering. Multiple workstreams are currently underway to enhance and diversify our services, with one such initiative outlined below. This is one of the new offerings we are working on, and we look forward to sharing further details of these throughout the year. Our Framework in Musculoskeletal Care Engagement Patient engages with digital MSK specific content and self-help tools Navigation & Triage Patient completes digital selfassessment Consultation DCA virtual consultation with physiotherapist Enhanced Clinical Support Self-help digital tools Outcomes Decreased cost of clinical service delivery Request scan or diagnostics Decreased lost workdays for partners Face-to-face physiotherapy sessions Higher engagement of our patients Digital monitoring tools Decreased secondary care costs Virtual physiotherapy sessions Fastrack referral to specialist Meets key market requirements for our partners Provide ongoing support to our patients Differentiate our offering against our competitors 8 Doctor Care Anywhere | Annual Report 2024 Transformation programme update As announced to the market in Q4 2024, the Company launched a comprehensive transformation programme aimed at driving process efficiencies and cost reductions. This initiative is designed to enhance the patient and client experience while supporting our pathway to profitability. Following the successful completion of the initial phase, the Company has now commenced a staff restructuring programme to align our workforce with our strategic objectives. This restructuring is on track for completion by the end of April 2025, positioning the business for greater operational efficiency and long-term growth. This transformation programme will significantly reduce our run-rate non-operating costs by the end of 2025. However, our commitment to improving efficiency and cost-effectiveness does not stop there. We continue to identify and implement further efficiency gains, with additional initiatives expected to be in place by year-end. It is important to note that while this programme will incur material one-off costs in the short term, these investments will position DCA for a significantly more profitable run-rate by the end of the year, ensuring a stronger and more sustainable financial future. Our efforts to reduce our cost to serve continue to be a key focus. While we have already made significant progress in recent years, we are committed to going even further in 2025. As part of this, we will be expanding our platform to include Mental Health Practitioners (MHPs) and Physiotherapists, as well as optimising appointment lengths across our existing clinician network. Furthermore, as we drive these efficiencies and structural changes, we remain fully committed to maintaining the highest regulatory standards. Compliance with the Care Quality Commission (CQC) and other relevant regulatory bodies remains a cornerstone of our operational strategy. Ensuring that our services meet and exceed regulatory requirements is essential for maintaining the trust of our patients, clients, and stakeholders. By embedding strong governance and compliance frameworks within our transformation programme, we not only safeguard the quality of care but also reinforce our reputation as a responsible and sustainable healthcare provider. These efforts will continue to underpin our strategic initiatives, ensuring that our growth is aligned with best practices and industry standards. I am both proud and excited to be leading our healthcare business into 2025—a year of significant opportunity. With a highly skilled clinical and operational workforce, an experienced leadership team with deep expertise in digital health, we are wellpositioned for success. Our scalable platform and proven financial model provide a strong foundation for growth, enabling us to drive efficiency, expand our market presence, and enhance profitability. With these advantages, I am confident that 2025 will be a transformational year for our business and our investors. Laura O’Riordan Laura O’Riordan Chief Executive Officer 28th March 2025 Doctor Care Anywhere | Annual Report 2024 9 Section 172 Statement The Company is dual regulated under both UK Company law and the Australian Securities Exchange (ASX) listing rules. Section 172 of the Companies Act 2006 (UK) requires that directors of a Company act in good faith to promote the success of the Company for all stakeholders. The directors consider that, during FY24, and having regard to the matters set out in s.172(1) (a)-(f) of the Companies Act 2006, they acted in good faith and undertook actions that would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the interests of all stakeholders, including employees, customers, suppliers, and the wider community. Through an open and transparent dialogue with our key stakeholders, the directors have been able to develop a clear understanding of their needs, assess their perspectives and monitor their impact on the Company’s strategic ambition and culture. As part of the Board’s decision-making process, the Board and its Committees consider the potential impact of decisions on relevant stakeholders while also having regard to a number of broader factors, including the impact of the Company’s operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term. The Company notes that it is also listed on the Australian Securities Exchange, and as such must comply with the ASX Listing Rules and the Corporate Governance Principles and Recommendations, designed to ensure high quality corporate governance by Australian listed entities. This statement sets out the matters considered under each subsection of s.172(1) (a)-(f). A. The likely consequences of any decision in the long term The primary focus of the directors in FY24, having secured the refinancing package approved by security holders in January 2024, was to return the Company to profitability through growth and innovation, widening the customer base while maintaining strong focus on operating efficiencies. The directors have taken decisions in a number of key areas, including the appointment of a new Chief Executive Officer with a clear mandate to accelerate progress towards key growth targets and adapting the workforce to better serve customer needs while reducing operating costs in a drive to achieve profitability and sustainability. The Board carefully assessed the likely consequences of each decision in the long term, and took into consideration the strategy, purpose, values and desired culture of the Company. During the year, the directors made decisions based on board discussions and papers, presentations from the executive management team, information documents, discussions with external advisers and reports from independent advisers. B. The interests of the Company’s employees Throughout FY24 the directors maintained a regular communication and consultation process with the Company’s employees about a range of matters including decisions about the Company’s operations, funding, leadership and culture. The Company encourages its employees to feed back their views through employee surveys, the results of which are analysed and, where possible, changes are implemented. The directors are committed to developing the Company’s culture of transparency, trust and accountability and to ensure a supportive working environment for employees. Monthly ‘Town Hall’ meetings take place to provide updates on changes within the Company and company performance, with the opportunity for colleagues to ask questions on the issues that matter to them and on the business as a whole. The Company has now put in place a suite of policies designed to foster the health and well-being of our employees. C. The need to foster the Company’s business relationships with suppliers, customers and others The directors oversee the Company’s strategy and operations to develop and maintain mutually beneficial business relationships with all our partners, suppliers, government agencies and other stakeholders. During the year, there was regular communication between directors and senior management, and at all levels across the disciplines, with AXA PPP Healthcare Group Limited, the Company’s primary partner. Opportunities to improve the partnership and deliver shared benefits from the service agreement are discussed in regular interactions among executives, to ensure that the relationship is effective and mutually beneficial. The Company approaches its relationships with other clients in a similar way though regular contacts and transparent communication in order to ensure that both parties benefit from the relationship. The directors ensure our suppliers are paid in a timely manner. The directors have focused on initiatives to improve the availability of qualified practitioners via the platform to give our customers timely access to appointments, and also to address technical obstacles to improve the efficiency of our processes. We foster a culture of continuous improvement in which feedback is requested from service users and assessed to determine ways in which the service can be improved. 10 Doctor Care Anywhere | Annual Report 2024 D. The impact of the Company’s operations on the community and the environment The directors regularly consider the impact their decisions will have on the community. The Company provides an innovative primary healthcare service using technology, principally seeking to provide easy access to healthcare services in the UK where timely access to medical advice, particularly through more traditional routes, remains challenging. The directors also consider the environmental and social impact of our operations. As the services are principally provided via a telehealth platform, the environmental impact is low. Improved access to healthcare and innovative ways of improving health should deliver benefits for our wider community. E. The desirability of the Company maintaining a reputation for high standards of business conduct At all times the directors seek to ensure that the Company, through the Board’s oversight, adheres to high standards of corporate governance. The Company recognises and seeks to comply with the ASX’s Corporate Governance Principles and Recommendations, the primary mechanism for Australian listed companies to demonstrate high standards of corporate governance. The Company also maintains a Code of Conduct and Board and Committee Charters setting the framework for good governance. The Company has an externally managed whistleblower hotline service to enable matters of concern to be raised while protecting the interests of the whistleblower. Any matters identified are investigated promptly and reported to the directors, so that appropriate actions can be taken to protect the interests of all stakeholders, including employees and shareholders and the Company’s good standing. F. The need to act fairly between members of the Company The Board ensures that all security holders have the opportunity to express their concerns to the Board throughout the year by having access to the Chair, and through investor briefings. The Company also complies with Australian continuous disclosure obligations, thereby ensuring that its security holders have access to the same information about material matters at the same time. The AGM allows an opportunity for shareholders to ask questions and to discuss issues in more depth with the Board of Directors. Directors who hold shares in the Company routinely declare their conflicts in substantive transactions that affect the Company. Where a conflict is present, the director in question does not participate in deliberations. The Company’s Code of Conduct contains provisions setting out how conflicts of interest are managed which can be found on our website. Doctor Care Anywhere | Annual Report 2024 11 Operating and Financial Review Activated Lives reached 1,181,800 at 31 December 2024, representing a net increase of 133,400 (8.0%) above 31 December 2023. There remains considerable growth potential in activated lives given the Company’s existing base of 3.3 million eligible lives, plus further growth in patients from new clients as we broaden our client base and build on the multiple new client wins of 2024. Consultation volumes reduced by 2.7% in FY24, totalling 710,900. The reduction was primarily due to the phased closure of the Company’s secondary care pathway. Excluding these consultations, consultation reduction was under 1%. 12 Doctor Care Anywhere | Annual Report 2024 Financial Performance FY 2024 Consolidated Statement of Comprehensive Income FY24 underlying FY23 Variance % 39.3 38.5 0.9 2.3% 0.4 (16.5) (20.8) 4.3 20.7% 0.4 22.9 17.7 5.2 29.2% 57.0% 58.1% 46.0% 12.1ppt Operating costs (6.5) (6.5) (6.9) 0.4 6.0% Contribution 16.0 16.4 10.8 5.6 51.7% £ in millions FY24 Revenue 39.3 Cost of sales (16.9) Gross profit 22.4 Gross profit margin One-off costs 0.4 Contribution margin 40.6% 41.7% 28.1% 13.6ppt Sales and marketing (0.8) (0.8) (0.7) (0.1) (13.1%) Technology (2.9) (2.9) (3.4) 0.5 13.5% General and administration (13.5) (13.3) (12.9) (0.4) (3.2%) 0.2 Other operating income 0.2 0.2 0.3 (0.1) (31.6%) Share based payment (0.1) (0.1) (0.1) (0.1) (63.7%) Non-operating costs (17.1) 0.2 (16.9) (16.7) (0.2) (1.3%) EBITDA (1.1) 0.6 (0.5) (5.9) 5.4 91.3% Depreciation and amortisation (2.3) (2.3) (2.5) 0.2 9.1% Fair value adjustment (1.2) 1.2 - - - - EBIT (4.6) 1.8 (2.8) (8.4) 5.6 66.7% Finance expense (0.7) 0.7 (0.0) (0.5) 0.4 93.7% Loss before tax (5.3) 2.5 (2.8) (8.9) 6.0 68.1% 0.1 0.7 (0.6) (80.5%) Tax 0.1 Loss after tax (5.2) 2.5 (2.7) (8.2) 5.5 67.1% Results from discontinued operations (1.2) 1.0 (0.2) (1.9) 1.7 91.3% Net loss (6.3) 3.4 (2.9) (10.0) 7.2 71.6% Please note numbers in the above table are subject to rounding differences. Doctor Care Anywhere | Annual Report 2024 13 Financial Performance cont. Revenue for FY24 reached £39.3 million, reflecting a 2.3% increase from FY23. Despite a reduction in consultation volumes, the primary driver of revenue growth was the annual price increase agreed with AXA in H1 24. We also benefitted from the timing of the agreement of certain specific additional revenue items. Excluding revenue from secondary care pathways, BAU revenue saw strong year-on-year growth as evidenced in the below table: FY24 FY23 Change % BAU revenue £m’s 35.7 32.8 2.9 8.9% Diagnostic revenue £m’s 3.6 5.7 (2.0) (35.9%) Total revenue £m’s 39.3 38.5 0.9 2.3% Underlying gross profit has grown significantly, year on year: FY24 underlying gross profit was £22.9 million, up 29.2% on FY23. Underlying gross profit margin for FY24 was 58.1%, up 12.1ppt on FY23. Underlying contribution for FY24 was £16.4million, up 51.7% on FY23. Underlying contribution margin for FY24 was 41.7%, up 13.6ppt on FY23. Gross and contribution margin improvements were driven by three key factors: the growing use of ACPs in consultations (rising from 20% to 40% in FY24), a shift to more 15-minute appointments, and higher revenue per consultation from annual price increases. Underlying non-operating costs in FY24 increased 1.3% on FY23, to £16.9 million. Excluding non-cash items, capitalisation and non-operating income, underlying non-operating costs fell by 2.4% over the same period from £19.1m to £18.6m. The Company expects this to further reduce in 2025 following the initiation of the Companywide transformation programme announced on 29 October 2024. Underlying EBITDA loss in FY24 was £0.5m, an improvement of £5.4m. This was driven by revenue growth, margin improvement and a focus on productivity in the business. DCA ended the year in a strong financial position with £4.4m in cash and its £10.6m convertible loan facility, with no repayments required until 31 December 2027. This liquidity provides a solid foundation to support the Company on its path to profitability and positive cash flow. 14 Doctor Care Anywhere | Annual Report 2024 Key Risks The Board conducted a review of the key risks for the Company during the year: those risks are set out below. TOPIC SUMMARY Concentration of revenue A significant portion of DCA’s revenue is derived under several agreements it has with AXA PPP Healthcare Group Limited (AXA). In FY2024, the relationship with AXA accounted for approximately 95% of the Company’s total revenue. A decrease in revenue received from AXA for any reason could have a material adverse effect on DCA’s revenue and profitability. AXA may terminate its arrangements with DCA DCA is party to several agreements with AXA which govern most material aspects of the relationship, including the terms on which clinical services are provided to AXA, and the terms on which technology development, hosting and maintenance services are provided to AXA. In particular, certain documents set out the joint venture arrangements between AXA and DCA including the Joint Venture Agreement. These arrangements contain various rights for AXA to trigger a call option to acquire DCA’s shares in the joint venture entity and to terminate the joint venture arrangements, including a right to terminate these arrangements due to a material breach of the Joint Venture Agreement or for convenience between 1 February 2025 and 27 April 2025. Termination of the arrangements with AXA would have a materially adverse effect on the Company’s ability to generate revenue and would materially adversely impact the Company’s operations and business. In October 2023, DCA and AXA agreed non-binding Heads of Terms, subject to a formal binding agreement, for certain changes to be made to the contractual relationship between the parties. These changes include the termination of the joint venture arrangements between DCA and AXA and the winding-up of the joint venture entity, while continuing the commercial arrangements between the parties in relation to sharing the economic benefits of the diagnostic referral pathway management services provided by DCA to AXA. However, there is a risk that the parties do not enter into formally binding arrangements to effect these intended changes to their contractual relationship, and there is a risk that even if these intended changes are made, the expected benefits do not materialise or are not as significant as initially thought. Early-stage business risk DCA is an early-stage business that does not yet generate profits. DCA’s ability to achieve its anticipated growth is dependent on the successful implementation of its growth strategy, including DCA’s ability to expand its services and increase revenue under channel relationships. DCA does not have a significant history of operations and there can be no assurance that it would be able to generate or increase revenues from its existing and proposed products or avoid losses in any future period. Activation of existing eligible lives and utilisation of the service Whilst DCA understands that there is a large potential market for its services, and it already has approximately 3 million people who have an entitlement to use its services (Eligible Lives), there is no guarantee that DCA will be successful in converting the market for its services into Eligible Lives or that DCA’s existing Eligible Lives will subscribe for and utilise DCA’s services. Requirements for additional funding Additional funding may be required to meet the objectives of DCA in the event that costs exceed the expectations of the Company or that further opportunities arise for capital expenditure, investment in new projects, acquisitions or joint ventures. Should any such event occur, the Company could look to raise additional funds via equity financing or debt financing. There can be no assurance that additional financing will be available when needed, on terms appropriate to DCA or that do not involve substantial dilution to security holders. Inability to attract DCA distributes services to patients through various sales channels, including through relationships new customers with insurers, employers, healthcare providers, retailers and direct sales to the public. DCA’s channel relationship strategy represents a material proportion of its revenue. However, there is no guarantee that demand from channel relationships will continue to be strong. Furthermore, demand from channel relationships is likely to be dependent on the prevalence of employer