A N N U A L R E P O R T 2 0 2 4
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Growing high quality pearls
requires pristine oceans with
healthy, robust ecosystems.
Protecting the environment
is not a promotional strategy,
it’s a business imperative.
A message from the Chairman page 2 | Review of Operations page 5 | Risk Management page 9 |
About Atlas Pearls page 11 | Celebrating 30 Years page 13 | Our approach to sustainability page 17 | Financial Report page 21 |
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A message from the
2 | Atlas Pearls | Annual Report FY24
ear fellow Shareholders, on behalf of the Board
of Directors of Atlas Pearls Ltd I am pleased to
present to you the Company’s 2024 Annual
Report.
FY24 was a year of significant achievements
for the Company with sales in excess of $41M,
earnings (normalised EBITDA) of $22.6M and payment of two special
dividends: 0.35 cents per share in September 2023 and 1.5 cents per
share in March 2024.
Pearl prices in H1 FY24 averaged a record high of AUD$103/pce,
softening in H2 FY24, realising an average of $84/pce for the year.
This annual average is still well above long-term levels. There are
indications that the end-demand for pearls from China remains
strong. The Company held back a proportion of the FY24 year’s
production, along with harvests late in FY24, for sales in FY25.
The quality of pearls harvested through the year remained below
historic norms. However, with growing sophistication in the
Company’s selling and distribution arrangements, the Company has
been successful in achieving better average prices for its products.
Atlas Pearls placed an increasing emphasis on private sales to
selected customers and, in a rising market, shifted the balance of
auctions more towards physical sales events. Sales events, with
goods offered simultaneously online and at physical auctions,
will continue to have a role as an important check on strength of
demand and market pricing.
In my FY23 Chairman’s Address, I highlighted a number of areas
on which we would focus to advance our prospects for long-
term growth. Pleasingly, FY24 saw the Company make significant
progress on a number of fronts including:
•
Finalising the breeding matrix to identify the best matches
between families while controlling in-breeding risks.
•
Completing the appointment of new key personnel to fill some
strategic gaps in the management team.
•
Contracting to procure a new work vessel to improve
productivity.
•
Commencement of trials at Sumba for a new farm site.
•
Documenting our extensive ESG program as a value
proposition for potential investors and to better communicate
to all stakeholders the considerable work we do within the
communities where we operate.
It is also pleasing to report that the Company is in the best financial
position for many years and has closed the financial year with cash
of $17.6M, finished goods held for sale of $7.1M, and no debt.
The Board has again addressed capital management initiatives and
has concluded that we are in the fortunate position of rewarding
shareholders with franked dividends, which will provide a highly
attractive yield against average share prices over the last 3-6
months. For the time being, and until we can get a clearer picture
on longterm demand in pearl markets, these will be deemed to be
special dividends.
Finally, I want to make special mention of our incredible team of
employees and our loyal shareholders who have stuck with us
through some really tough times over the past few years. It’s been very
heartening to us to be able to properly reward all of our stakeholders,
and we look forward to continuing to do this through FY25.
Sincerely
Geoff Newman
Chairman – 29 August 2024
Chairman
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inancially and operationally, it was a strong year
with the number of pearls harvested exceeding
598k, up from 548k in FY23. Improved profits,
with EBITDA at $22.6M, up from $9.8M in FY23
was a result of the strong market demand, where
average pearl prices increased, especially in H1, to
levels not seen for several years.
Total revenue for FY24 was $41.7M vs FY23 $27.2M, and pearls
sold in FY24 were 477k, down from 584k in FY23. We had a large
number of pearls harvested in late May and June that could not
be graded ready for sale in FY24. Due to the timing of these late
harvests, Atlas Pearls will carry closing stock of 224k pearls into
FY25 (FY23: 100k). Net profit after tax for the year was $31.5M,
compared to $9.1M in FY23.
The quality of pearls produced in the year improved from the
prevailing levels observed in FY23, though remains below historic
norms. Most of the improvement in FY24 occurred in H1 FY24,
with harvest results in H2 being similar or marginally below the
improved levels seen in H1. Based on positive results for a small
number of pearls recently harvested and graded from certain
genetic groups, and for which large volumes remain to be
harvested in the coming months, we anticipate an upward trend in
overall pearl quality in FY25.
As stated in last year’s report we saw pricing increasing over the
year and for FY24 we had prices achieved in H1 that were the
highest seen for a number of years, driving the profit and cash
results for the Company. In H2 we saw prices decline, from those in
H1, but were still at levels that we would consider very good based
on our current operating model.
With the strong profit result we concluded the year in a strong
financial position, with cash in the bank of $17.6M. We still have an
overdraft facility to $2.5M to provide us with working capital flexibility
to better manage our sales cycles and to maximise opportunities,
however we have not had to call on this overdraft in FY24.
In view of the EBITDA result and associated cash position for FY24,
the Board has resolved to declare a special dividend of one cent
per share (franked to 100%) and payable on 27 September 2024.
Atlas Pearls’ performance over the year is attributable to the
ongoing work and dedication of the entire team across all facets
of the business. Their collective efforts were instrumental in
executing the initiatives that we identified from an operational
and sales perspective. We again held two impactful workshops in
Sanur, convening senior leaders from operations, sales, and finance.
These sessions were pivotal in engaging the leadership within
the business and determining the strategic focal points essential
for realising our operational budget goals. They also aligned with
our longer-term growth strategy, which aims to amortise fixed
overhead costs by increasing pearl production in the coming years.
SALES INITIATIVES
Atlas Pearls is committed to building and executing a strategy that
positions us as a multi-channel distribution company that looks
to maximise the value of every pearl that we grow and harvest.
We have continued to sell pearls through our traditional channels
of hybrid auctions in Kobe, Japan, loose pearls available online
through our wholesale portal, and finished jewellery available
online to wholesale and retail customers.
We have spent the past 24 months reconnecting with our
wholesale customers, primarily within Australia, but also into Asia
and Europe. Now that these relationships have been reinvigorated,
we are focusing our efforts on the products we offer within
these markets, particularly strands and pairs, where we can add
significant value outside of the traditional auction channels. We
are focused on growing this sales channel by extending our reach,
developing new customer relationships, and developing product
offerings that appeal to the market.
In FY24, we continued to re-open our farm retail showrooms
with North Bali, Pungu Island, and Alyui now completed. Plans
are underway to upgrade the North Bali showroom to deliver a
flagship retail and pearling experience that will tell the Atlas Pearls
story and take people on the sustainable journey of pearling. We
have launched a new retail-focused website and have established
new manufacturing partnerships to support moving forward with
new designs and collections.
Annual Report FY24 | Atlas Pearls | 5
review of operations
Ceo
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OPERATIONS INITIATIVES
Over the year, progress has been made in a series of pivotal
refinements and strategic initiatives aimed at achieving
improvement and consistency in pearl quality, and improving
operational efficiency and productivity. They align with our long-
term growth strategy and include:
HR AND SAFETY
During the year we reviewed our HR support services and
completely revamped this area of the business by bringing in
new leadership and additional support. The multi-year HR plan
that has been developed is being executed. The plan elevates
our responsiveness and support for the business, putting into
place critical policies and procedures, and improving important
areas such as succession planning, development and training,
recruitment, and providing specialist support to our operational
managers and staff across all sites.
We also conducted a safety review and accelerated our plans by
hiring both external and internal candidates to ensure that safety
receives the necessary day-to-day focus. We have greater capability
in the business. Additional resources that were promoted from
within the business, received first aid and specialised health and
safety training (K3 modified course to get all new on-site safety
officers to the same minimum level of knowledge and competency
before we embark on a series of additional training courses
and certifications), conducted further audits and ran additional
simulations and training exercises, reviewed safety equipment, and
upgraded and standardised our systems and processes.
We did, unfortunately, have a fatality by drowning on one of
our farms late last year. An investigation was conducted by the
Labour Department and the Police, as is standard practice in these
circumstances, and the incident was declared an accident. The
Company was found not to have been at fault, as we had provided
training to those involved and they had the necessary PPE with
them. We subsequently carried out a comprehensive review of
the incident and, based on the findings, we have implemented
targeted refresher training, and reinforced standard operating
procedures related to water safety. We continue to support the
affected family through scholarships and other forms of assistance,
and are also providing ongoing support to staff at the location
where the incident occurred.
We have also established an Emergency Response Team comprised
of senior experienced managers. This team is on call and equipped
with the guidelines and authority to respond to emergencies at
any of our sites, whether they are natural (eg, earthquake, volcano,
etc), environmental, or external threats.
GENETIC AUDIT
Commencing last year with the sampling and genetic sequencing
of approximately 3,500 oysters, this initiative has now produced
a breeding matrix to guide us in maximising the diversity of our
broodstock by strategically optimising crosses on an individual
basis. Since early in FY24, all production spawns will use the
new breeding matrix to ensure our future shell populations
retain sufficient genetic diversity, which has historically not been
possible. During FY25, we will commence phase two of this
project by establishing a founder population of oysters from the
breeding matrix with optimal levels of genetic diversity across
our existing oyster family groups. This founder population will be
used as a cohort for focused selective breeding and other genetic
improvement measures, to produce oysters which are more
robust to changing environmental conditions, suffer from lower
mortalities, and produce higher quality pearls. This is very much a
long-term strategic project, and benefits are expected to accrue
over the medium to long term.
DATA CAPTURE AND IT SYSTEMS
The data capture project to centralise, in a cloud-hosted database,
almost 250 unique data fields over the four-year life cycle of each
production cohort, has now been completed and we are starting to
use this information to make informed decisions going forward. We
are now capturing real-time data at each farm, allowing enhanced
live monitoring of each remote location’s key production metrics.
During the year, we also completed the implementation of a new
ERP system (Microsoft Dynamics 365 Business Central (BC)) which
will integrate the finance systems for Australia and Indonesia onto
one platform, enabling greater transparency and efficiency. It will
also allow us to analyse sales data more effectively by having the
retail stores use the system to record real-time information. This will
allow us to incorporate sales data from BC, mine the information,
and gain insights to make data driven decisions, thereby
maximising our sales performance.
ESG/SUSTAINABILITY AND COMMUNITY ENGAGEMENT (CSR)
Atlas Pearls has a longstanding commitment to supporting
the villages, local environment, and communities around our
farms. Last year we embarked on the early stages of an ESG
(Environmental, Social, and Governance)/sustainability initiative. In
the current period, we had a project team performing significant
work in this area, developing a Sustainability Roadmap and
Framework for the business. The roadmap aligns all the company-
wide projects and programs that we do in this area to ensure
that we get maximum benefit for our employees, stakeholders,
villages, and the environment in which we work. Our Sustainability
Framework has been designed to be an important tool to
measure what we do with achieving our environmental, social and
governance visions.
We have aligned our framework with the Global Reporting
Initiative Standard (GRI) to provide transparency and tangible
measurable outcomes that adheres to the United Nations
Sustainability Development Goals (SDG’s) to ensure that we, as
a company, are also keeping in step with global endeavours,
and with the Indonesian initiatives around sustainability and
environmental stewardship. We have included a small summary
of the Sustainability Roadmap in the annual report and the full
document can be found on our website at: www.atlaspearls.com.
au/pages/sustainability.
We are very proud of our work in this area and the difference we
are making, not only for our 1,200 employees in Indonesia, but also
our stakeholders in the region.
NEW OPERATIONS VESSEL
Following Board approval, and subject to permits and approvals
from the Indonesian Ministry of Fisheries and Maritime Affairs,
we will commence construction of a steel vessel in H1 FY25
to replace one of our two major logistics and oyster transport
vessels. As mentioned last year, this new vessel is designed to
replace existing vessels used for transporting seeded shell from our
hatcheries and nurseries to designated grow-out sites. In addition
to transportation, the new vessel will facilitate on-board oyster
6 | Atlas Pearls | Annual Report FY24
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harvesting and seeding activities within an enhanced operating
environment. It will also provide accommodations for our technical
team, who travel between sites to perform crucial harvest and
seeding operations. This investment underscores our commitment
to leveraging technology for increased efficiency, operational
excellence, and an enhanced working environment. Furthermore,
it will reduce the capital intensity at new sites, as the mobile
infrastructure can service multiple locations due to our staggered
harvesting schedules. The new vessel will also feature a materially
larger transport capacity than the vessel it replaces, to meet the
growing shipment demands of our expansion plan.
NEW SITE DISCUSSIONS AND GROWTH PLAN
This new initiative was raised in last year’s report, and we now
have 25,000 oysters on lines in Sumba, with plans to increase to
50,000 oysters soon and over 100,000 oysters by the end of FY25.
We anticipate conducting our first trial harvests of pearls in FY26
and, subject to results, we will continue to expand the site and the
facilities over the next two years. Should the results from the trial
in Sumba be unsatisfactory, the allotted expansion capital will be
redirected to other existing sites with capacity for further growth.
Our medium-term growth plan includes expanding several of our
existing sites. While the Sumba trial is an exciting opportunity, it is
one component in a broader portfolio of growth initiatives and is
not essential for us achieving our medium-term growth aspirations.
Additionally, we have recently completed the construction of a
trial hatchery at our West Lembata site. This new hatchery aims to
enhance geographic diversification of our hatchery network and
increase the supply of oysters required for our growth plan. The
first spawns from the trial hatchery are planned for Q1 FY25. If the
results are positive, the facility will receive further investment to
convert it to a permanent facility.
To mitigate risks and diversify production, we have also established
a production sharing agreement with a trusted third party with
unutilised productive capacity. This agreement is capital and
operating expense-light and has the potential to boost our
production at a lower cost. The initiative is currently in trial phase,
with a decision to expand or wind it down expected to be made
during FY25.
DIVERSIFICATION
To broaden the revenue base for the Company, and as announced
to the market in June 2024 with the appointment of Ross Gordon
as Chief Innovation Officer, the Company is exploring options for
revenue diversification within our existing areas of expertise. As
a leading pearl producer with a skilled aquaculture workforce, a
comprehensive operational presence in Indonesia, and backed
with strong government and community relationships, Atlas
Pearls has several core competencies that could be applied to
closely related aquaculture products. Throughout FY25, we will
evaluate various diversification options, including both organic and
inorganic opportunities. In assessing new opportunities, the Board
will prioritise prudence, focus on near-term profitability and cash
returns, and ensure that investment and growth plans for the core
pearling business is not compromised.
30-YEAR ANNIVERSARY OF ATLAS PEARLS
Atlas Pearls’ Indonesian operations are 30 years old, having being
incorporated in October 1994. To mark this milestone, we will
celebrate our 30th anniversary with events scheduled at each
of our locations, together with our local staff and stakeholders.
In consultation with our villages and stakeholders, we have
discussed potential capital works programs to commemorate
this achievement. Those programs will serve as a tangible
symbol of our commitment to the communities we are part of,
demonstrating our ongoing investment and integration into the
fabric of the communities in which we operate. The projects will
include a suite of school and medical clinic refurbishments, in
addition to the installation of several wells to provide cleaner water
access for local villages.
Ironically, the traditional 30th wedding anniversary gift is typically a
pearl, symbolising the beauty and enduring value of the relationship.
We acknowledge the hard work and dedication from our
management team and employees who have demonstrated
exceptional commitment in executing the strategy into tangible
actions, and deftly navigating periods of change. It is important
to emphasise that Atlas Pearls thrives on a culture of continuous
improvement and evolution, not just in terms of the perspective of
our standard operating procedures related to our oysters, but also
in how we view and measure the key aspects of our business.
As stated last year, our focus remains on the production and
distribution of the highest quality, ethically produced, and
luxurious pearls in the world. This focus is underpinned by our
Vision and Mission:
OUR VISION
To be the global leader in the production of the world’s finest
South Sea pearls.
OUR MISSION
Producing the world’s best South Sea pearls in a way that is
sustainable, respectful, and caring of our environment, people,
communities and shareholders.
Michael Ricci
CEO – 29 August 2024
Annual Report FY24 | Atlas Pearls | 7
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Risk Management
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Atlas Pearls’ approach to managing risk is documented in a
Corporate Risk Register reviewed and approved by the Board of
Directors. The risk register seeks to ensure that risk management is
embedded throughout the business and managed in a structured
and systematic manner. It is reviewed regularly by the Board and is
evaluated and updated as the Company’s business model evolves
and underlying risks change.
The Board has overall responsibility for managing the organisation’s
risks, and monitors management’s actions to ensure they are in
line with Company policy. The following is a summary of the key
continuing significant risks facing the business and the way in which
Atlas Pearls manages these risks:
(I) CORPORATE
The Company manages a number of corporate risks such as safety,
recruitment and retention of key employees, tax, foreign exchange,
purchasing and procurement, potential lower than anticipated
return on capital invested, and potential lower underlying earnings.
All the aforementioned risks are managed through Atlas Pearls’ risk
management framework, which includes review and monitoring by
management, and the Board.
(II) MATERIAL CONTRACTS
Atlas Pearls may enter into contracts with suppliers that exceed
$1M. Some of the key risks associated with these material
contracts include cash flow management, contract management,
performance and quality of the services being delivered, and
reputation. Atlas Pearls manages these material contracts with
steering committee reviews, operating reviews, and other strict
project management practices.
External legal counsel may be involved. Atlas Pearls negotiates
favourable payment terms and reviews financial risk to manage cash
flow as effectively as possible.
(III) CONSUMER PREFERENCES AND PRICING RISK
Atlas Pearls has exposure to pricing risk in relation to the sale of
pearls, specifically the weakening of customer demand resulting in
the softening of pearl prices. This risk also encompasses the volatility
from shifts in consumer preferences. To address these challenges,
the Company has implemented a multi-channel sales approach
that provides the ability to diversify market presence by creating
alternative revenue streams. Additionally, the Company consistently
monitors the market, staying attuned to shifts in customer
preferences and price trends. By closely tracking these indicators,
the Company can proactively adjust pricing strategy and sales and
marketing efforts to align with evolving market conditions.
(IV) COMPETITION
To address the risk associated with market competition, Atlas
Pearls has developed strategies on multiple fronts. The Company
continuously invests in research and development activities, to
maintain its reputation as a producer of quality pearls, and to
innovate and differentiate products from competitors. Atlas Pearls
prioritises maintaining strong relationships with customers, built
on trust, quality, and excellence. Atlas Pearls maintains a pricing
structure that takes into account market dynamics and competitive
positioning. The Company also reviews and assesses industry trends
and emerging competitors, allowing Atlas Pearls to proactively
adapt strategies to remain one of the world’s largest producers and
distributor of South Sea pearls.
(V) OPERATIONAL RISK
Pearl quality is an ongoing risk to Atlas Pearls. The Company’s
proactive approach involves measures like reviewing seeding
procedures and grow-out times, diversifying hatchery broodstock,
refining the hatchery spawning strategy, and genetic analysis
of broodstock. These risks necessitate the Company applying
continuous procedural control at every phase of spat and pearl
production. Complementary initiatives encompass a genetics
project, probiotics research, and broodstock conditioning.
These strategies are closely monitored, with oyster growth and
genetics reporting being actively tracked to ensure effective risk
management aligned with the Company’s broader risk framework.
(VI) COST CONTROLS, INFLATION, AND SUPPLY CHAIN CONSTRAINTS
Rising input costs and supply chain constraints have the
potential to reduce profit margins where those costs cannot be
recovered from customers. Significant input costs include labour,
components and materials, and fuel. Atlas Pearls has the ability
to recover costs through the selling price of pearls. The Company
sources components and equipment from multiple suppliers and
vendors, to secure the most competitive pricing on various input
components. The Company employs centralised logistics and
purchasing personnel to co-ordinate the movement of components
and materials across the Company’s pearl farms, and the pricing of
those items. Senior management monitors the effectiveness of this
process regularly.
(VII) POLITICAL, REGULATORY AND COMPLIANCE
Atlas Pearls is a global company and operates in numerous countries
around the world. The Company must comply with a range of
governance requirements which are conditions of its ASX listing.
New or evolving regulations and international standards are outside
the Company’s control and can often be complex and difficult to
predict. The potential development of international opportunities can
be jeopardised by changes to fiscal or regulatory regimes, adverse
changes to tax laws and the application thereof, or changes to existing
political, judicial or administrative policies, and changing community
expectations. Atlas Pearls seeks to manage and minimise this risk
through its existing risk management framework including Board
approved governance policies which are subject to regular review.
(VIII)
ANTI-BRIBERY AND CORRUPTION
Atlas Pearls’ business activities and operations are located in
jurisdictions with varying degrees of political, economic and judicial
stability, including an inherently high risk of bribery and corruption.
This exposes Atlas Pearls to the risk of unauthorised payments, or
offers of payments, to or by employees or agents that could be
in violation of applicable anti-corruption laws. Atlas Pearls has a
clear Anti-Bribery and Corruption Policy and internal controls and
procedures to protect against such risks. However, there can be no
assurances that such controls, policies and procedures will absolutely
protect Atlas Pearls from potentially improper or criminal acts.
(IX) ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG)
Atlas Pearls has a longstanding commitment to supporting the
villages, stakeholders, and communities around the Company’s
farms. Building on ongoing environmental initiatives, and in a
conscious approach to building a sustainable business, the Board
has begun the process of developing a reporting framework to
manage and monitor the Company’s ESG impact. The Company has
aligned its framework with the Global Reporting Initiative Standard
(GRI) to provide transparency and tangible measurable outcomes
that adheres to the United Nations Sustainability Development Goals
(SDG’s) to ensure that we, as a company, are also keeping in step
with global endeavours, and with the Indonesian initiatives around
sustainability and environmental stewardship. The Sustainability
Roadmap can be found on our website at: www.atlaspearls.com.au/
pages/sustainability.
Annual Report FY24 | Atlas Pearls | 9
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Operating across eight farming locations throughout the South
Seas, the Company employs more than 1,200 people and in 2024
harvested more than 598,000 pearls.
Atlas Pearls commenced farming in October 1994, with its first farm
located in Kupang - East Nusa Tenggara and has since gone on to
establish a total of eight farming sites. These locations stretch from the
national parks of East Java and as far east as Alyui Bay, Raja Ampat.
Atlas Pearls operates on the fundamental principles of producing the
most valued South Sea pearls through ethical, sustainable, and non-
extractive processes whereby each pearl is direct from the source.
Through rigorous breeding programs, the Company is able to
maintain a supply of healthy, genetically managed oyster stocks,
which can then be transported to different farm sites where they
grow into healthy mature oysters ready for pearl production.
The movement of oysters between farm sites also enables stock to
be positioned in the best possible conditions for their growth and
diversifies the risk from environmental and biological events.
With oysters thriving in pristine waters, each farm site works tirelessly
with staff and the local community to continuously improve and
maintain the health of the oceans in which we operate. Through
education and active participation in a range of environmental
programs, benefits to both the pearls and local communities are
observed.
Working across such great distance relies heavily on the support of
our experienced workforce of more than 1,200 people. Each farming
operation requires a dedicated team who work directly with the
oysters from seeding, cleaning, maintaining, and harvesting, alongside
operational staff who perform the roles of security, maintenance,
engineering, catering, and administration. For many, these remote
farm sites provide invaluable employment and training.
South Sea pearl farming is a delicate balance of nature and nurture
as the Company continues to strive to supply the best quality pearls
to the market, whilst leaving a positive environmental footprint.
Over the past 30 years, Atlas Pearls
has become one of the world’s largest
producers and distributor of the
highly sought-after, white and silver
South Sea pearls.
Annual Report FY24 | Atlas Pearls | 11
About Atlas Pearls
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A serendipitous encounter between
investors in a Jakarta office sparked a
lifelong friendship and the idea to pursue
pearl culturing in Indonesia.
30 years
Celebrating
The Basecamp location in in Selpele village, Alyui Bay,
West Waigeo, Regency Raja Ampat, West Papua.
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Annual Report FY24 | Atlas Pearls | 13
serendipitous encounter between investors in a
Jakarta office sparked a lifelong friendship and
the idea to pursue pearl culturing in Indonesia.
The resulting joint venture led to a risky
investment in challenging and isolated regions
and the emergence of one of the world’s largest
producers of South Sea pearls.
Indonesia; the land and waters of opportunity.
In 1970, Professor Alex Kerr, an Australian economist from Perth, was
appointed as an expert in regional accounting in Indonesia. During
his time working with various Indonesian regional universities and
the Papua-New Guinea government, he was exposed to a whole
new vista of under-development. He experienced dense jungle,
rugged mountains and the colorful tribes of local villages.
As his appointments neared their end in the late 1980s, he decided
to explore potential business opportunities and found himself
becoming involved with water activities. Kerr partnered with three
other Australians with various Indonesian connections—Ian Fisher,
Adam Body, and Ian Murchison—to pursue maritime ventures,
including a Bali marina and a prawn culture venture.
Despite these ventures ultimately ending due to challenges beyond
their control, the team remained determined to explore business
opportunities in Indonesia, a country with significant development
potential.
Just like every pearl, all great ideas start with a seed.
It was in 1989 in a law office in Jakarta that Prof Alex Kerr, Ian Fisher,
and Adam Body met, quite by chance, a much respected and
retired Indonesian Naval Officer, Admiral Raden Panji Poernomo,
(or Pak Poer as he preferred to be called). At this meeting, Pak Poer
suggested they try their hand at pearl culture, something that he
happened to have some first-hand knowledge of and saw great
potential for developing.
This was the turning point that sent the group in a completely
new direction.
The Indonesian archipelago held several sites favorable for
producing pearls, but at the time no one was producing them to
the high quality that Australian pearl producers could achieve. The
group decided that if they could set up a completely independent
pearl farm operation using the Pinctada maxima oysters, which
could produce consistently high-quality South Sea pearls, they could
compete as a major supplier in the international jewellery market.
And that is exactly what they set out to do.
Pak Poer had an excellent working knowledge of marine ventures
and was instrumental in helping establish the pearling operation. As
a well-known and much-respected figure in the Indonesian marine
industry, he was able to obtain oyster stock, government support,
and industry advice that the Australian partners would have found
difficult to access on their own.
With Pak Poer’s help and substantial research from a marine biologist
specialising in pearl culture, they found a suitable site to establish a
pearl farm in Kupang, West Timor.
The Australian directors sought to establish a joint-venture operation
by combining two Australian Companies; Nusantaqua Pty Ltd (set
up by Kerr and associates), and Tansim (a subsidiary of Atlas Pacific
Gold) with the Indonesian Company PT Perintis Ardindo Nusa (of
which Pak Poer was President Director) to form a new company,
PT Cendana Pearls. The vision was that under the name Atlas Pacific
Gold, it could be listed on the Australian ASX and US Nasdaq stock
exchanges.
The First Farm, Kupang.
Dr Peter Purchas, a New Zealand project manager and marine
biologist, was appointed as project manager and along with his
mentor Pak Job Rufus Salean, were charged with not just the
production of oysters but also establishing the leases, infrastructure,
and facilities required at the designated Kupang site from scratch.
Alex Kerr and unknown person, Alyui
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There were language barriers,
community and village relationships
that had not yet been established,
and bureaucratic red tape that had
to be overcome before they could
even start to work at the site.
They negotiated with local villagers to use their waters in return for
work and training them in pearl farming. A lease location had been
defined near to Kupang, West Timor in 1991 and Peter pursued the
protocols to establish formal leases, commencing in 1992.
Peter recalls the challenges they met at the original Kupang site, not
just the remote location in a foreign country, but a complete lack of
buildings, facilities, equipment, or trained staff. The staff were local
villagers trained from scratch on every detail, from how to grow
oysters in sterile conditions, to creating long lines.
But against these challenges, Peter who had relocated his wife
and young children to Kupang, persevered in establishing the first
Australian-owned pearl oyster farm along with a successful hatchery
in Indonesia, supported by a dedicated team of local staff. By 1993
he had successfully achieved their first goal of producing juvenile
pearl oysters from broodstock and by 1994, a trial harvest had shown
that he had successfully grown silver pearls from yellow oyster stock,
through an experimental process of only transferring silver mantle
tissue during seeding.
These successes were instrumental in positioning the company in a
favorable position to then seek additional funding through listing.
14 | Atlas Pearls | Annual Report FY24
Texst to go here for image above
Project Manager, Joseph James Uel Taylor and Director of Atlas Pacific Limited and
Admiral (Ret) R P Poernomo at Alyui Bay, West Waigeo, Regency Raja Ampat, West Papua.
The General Manager, Lucian Frederik Petersen, Admiral (Ret) R P Poernomo and local staff were in West Kupang, East Nusa Tenggara (1994)
Professor Alex Kerr, Bapak R P Raditya, and Admiral (Ret) R P Poernomo
aboard the cargo vessel D’ENTRECASTEAU
For personal use only
Annual Report FY24 | Atlas Pearls | 15
Atlas Pacific, the first ASX-listed pearl company
Despite their successes, the project was running short of
development money and a prospectus was drafted to raise much-
needed funds for expansion.
The company changed its status to one of limited liability and its
name to Atlas Pacific Limited, becoming the first ASX-listed company
with the visionary objective of being an eco-pearling operation,
providing the first-ever opportunity for the public to invest in a
publicly owned pearl farm.
The founding principles of the company were anchored in
sustainability. Rather than farming oysters from the wild and
decimating wild stock, they sought to employ hatchery technology
and become a non-extractive farming operation.
The first harvest
After several years of intensive research and experimentation, Atlas
delivered its inaugural harvest of self-grown pearls in 1996, six years
after its inception. The pearls produced were of outstanding quality in
terms of shape, color, and skin characteristics, and bode well for the
long-term future of the project.
Peter Purchas who had completed his initial contract with success,
chose to move back to Perth with his young family. Joseph Taylor, who
later completed a Ph.D. at the James Cook University in the study of the
Pinctada maxima, was appointed as the new project manager in 1997.
Prof Alex Kerr was appointed Chairman of the Board.
Rebels forced the farm to relocate
Around this time there was a movement for independence from
Indonesia by a rebel group of East Timorese, and fighting had broken
out against the Indonesian army forces. The rebels infiltrated West
Timor and Atlas facilities were targeted; vehicles at the Kupang farm
were damaged and staff threatened.
A swift decision was made to get out fast, for the safety of staff and
the farm’s longevity. Staff packed up the equipment and live shell
in just a few days before transferring by boat to a more suitable site
further north.
The boat left Kupang on August 24, 1997, with a crew and just 12
staff on board. Loaded with basic food, supplies, and the essential
equipment needed to establish a new farm, they set sail on an
adventure to a new home, putting their trust in the hands of Farm
Manager Joseph Taylor.
The crew suffered seasickness, and at one point the boat engines
failed and the boat drifted for some time before repairs could be
made. The journey took 12 days at sea but they finally arrived at Alyui
Bay on 5 September 1997.
Arriving in paradise, Alyui Bay
Sugiwati Ndolu, was one of the staff on board the boat and recalls
her amazement at how beautiful the bay was, “In front of me was
a breathtaking place, so beautiful that I was moved. Among us, we
looked at each other in amazement, asking, “Are we still on Earth?” We
saw a vast expanse of rocky mountains (islands) covered in green trees.
It didn’t take long for the boat to be met by local villagers and engage
in negotiations for acceptance at the area.
Staff set to work the day they arrived, creating lines, unpacking
supplies, and hacking through the dense jungle to set up tents. It
was an environment where everyone just did what they could to
make things work and it proved successful. Soon more help and staff
arrived to build the farm site, accommodation, and hatchery.
The Alyui Bay farm remains one of Atlas’ prime farm locations with
a complete hatchery-to-harvest operation. A remote but beautiful
location that welcomes visitors touring the region, educating them
on the pearl farm operation and the connections with the local
community and environment.
To this day, Ibu Sugi works at the Alyui Bay farm as a senior pearl
technician, training staff.
Alek Kerr retired from the board in 2003.
“As I bowed out of the pearl industry in 2003, sorry to say goodbye
to my industry friends forged over the formative years, I did so with
a strong sense of loss accompanied by pride at our achievement,
having seen the company grow from an idea in our minds to a
successful company producing pearls of recognised international
quality.” - Extract from Professor Alexander McBride Kerr AM HonDEc
(UWA) Memoirs.
Special Thanks . We would like thank the people who have
contributed to this story including the family of Prof. Alex
Kerr, Bapak Raden Panji Raditya (Director of PT Cendana
Indopearls and son of Admiral Poermono), Dr T. Peter G.
Purchas, and Ibu Sugiwati Ndolu for sharing their personal
stories, memoirs and photos.
While every attempt has been made to ensure the accuracy
of the dates and details contained in these stories, we
acknowledge there were many people involved in shaping
Atlas Pearls who have not been individually mentioned
herein, but have contributed to making the company what
it is today.
The Project Manager and marine biologist, Dr T Peter Purchas with Admiral
(Ret) R P Poernomo at Kupang, 1993 - 1996.
The moment that the Governor Mayjor General Army Herman Musakabe signed off the
inscription stone and officially inaugurated a new joint venture company in Kupang.
For personal use only
For personal use only
Atlas Pearls has a longstanding commitment
through our sustainability programs to support
local communities and maintain strong
relationships with all of our stakeholders. Building
on our existing sustainability efforts with the
aim of improving transparency and monitoring
our operational impacts on the environment
and local communities, we have established formal sustainability
management and reporting processes.
To achieve this we undertook a process of engagement with internal
and external stakeholders to understand the topics of importance
and relevance to our business. Through this process, we identified
several key Environmental, Social and Governance (ESG) topics of
priority to our stakeholders. These topics helped form the foundation
and structure of our sustainability program moving forward and will
provide clear topics for data collection and reporting into the future.
Our Sustainability framework has been designed as an important
tool to align and structure our projects and programs with achieving
our long-term environmental, social and governance visions.
GRI reporting standards enable us to provide transparent
and tangible data and a connection with the United Nations,
Sustainability Development Goals (SDG’s) to ensure we as a
company are aligned with a global endeavor for sustainability.
Annual Report FY24 | Atlas Pearls | 17
Our Sustainability Framework
integrates our CSR goals, philosophies
& values with the quantifiable
approach of ESG reporting.
Our approach to sustainability.
Over the past 10 years we
have reduced the litres of
fuel consumed per pearl
harvested by over 40%
from 5L/pearl to 2.5L/pearl
harvested.
Environmental sustainability goals.
For personal use only
18 | Atlas Pearls | Annual Report FY24
FOCUS
VISION
Protect and enhance the
environments we work
within for future generations.
Building, caring & respecting
the people, communities
& cultures we operate within.
Business operations &
processes that are ethical, lawful,
transparent & fair.
GOALS
1.
Protect, rehabilitate and
conserve all aspects of the
environments we operate
within.
2.
Implement innovative ideas
and technology to continually
improve the way we operate
our business to reduce our
environmental impact.
3.
Create awareness, transperancy
and education about the
materials we consume across
our value chain.
1.
Enable access to meaningful
education and training
for employees and local
communities.
2.
Ensuring fair and equitable
employment, diversity, working
conditions, and human rights.
3.
Prioritise the safety and health
of our people, their families
and the communities we work
within.
4.
Support and preserve
indigenous culture, language
and way of life.
1.
Abide by and respect the local
laws, regulations and processes.
2.
Identify, manage and minimise
business risks to protect the
people, environment and
business.
3.
Maximise the success of what
we do through stakeholder
engagement.
EXAMPLES OF IMPACT PROJECTS
•
Beach cleans
•
Bee colony rehabilitation
•
Mangrove planting
•
Iron wood planting
•
Turtle protection
•
Marine protection no fishing
zones
•
Bricks from recycled materials
•
Pyrolysis machine
•
Plastic to Planks project
•
Mutiara Kids English program
•
Atlas Pearls English Course
•
Perfect Fit - period project
•
Supporting local economy
•
Community food donations
•
Cultural preservation - weaving
•
Cultural preservation - language
•
Maternal health
•
Elderly health
•
Educational scholarships
•
Community infrastructure
projects
•
International tax agreement
•
Anti Corruption & Bribery policy
•
Corporate Governance
•
Employment opportunities
•
Employment standards
•
Meeting legal and regulatory
requirements
•
Supporting local economy
GRI*
REPORTING
UN SDG’S **
ENVIRONMENT
SOCIAL
GOVERNANCE
GRI 401
Employment
GRI 402
Labour
Relations
GRI 403
Health &
Safety
GRI 413
Local
Communities
GRI 405
Diversity &
Equal
opportunity
GRI 404
Training &
Education
GRI 301
Materials
GRI 302
Energy
GRI 304
Biodiversity
GRI 305
Emissions
GRI 205
Anti-
Corruption
GRI 306
Effluents &
Waste
SUSTAINABILITY FRAMEWORK
*
As our material topics covered a variety of issues with a focus on the social and community context, the Global Reporting Initiative (GRI) Standard was deemed the most
appropriate sustainability framework to report against.
**
United Nations, Sustainability Development Goals.
For personal use only
Environment.
Our Environmental Vision: Striving to protect and
enhance the environments we work in for future
generations.
Part of our commitment to high environmental standards is to
identify and report our impact on the environment. Through this
process, we hope to identify areas where we can avoid or minimise
any negative impacts by either changing our operational processes
or implementing policies to better manage our impact on the
environment.
The success of our operations depends on marine environments
that are highly sensitive to climate change impacts, such as ocean
acidification and increasing ocean temperatures, making us reliant
on global efforts to reduce emissions.
Understanding the amount of energy we consume and the energy
sources we use can help us identify areas where energy efficiency
could be improved and potential pathways for reducing the
organisation’s environmental footprint. Identifying key sources
of energy can also help in assessing our dependence on certain
fuels and identifying and addressing any supply risk issues and the
impact they might have on the productivity and resilience of our
operations.
We have identified the following four key environmental goals that
we will strive to align our sustainability impact projects towards
acheiving:
1.
Protect, rehabilitate and conserve all aspects of the
environments we operate
within.
2.
Implement innovative ideas and technology to continually
improve the way we operate our business to reduce our
environmental impact.
3.
Create awareness, transperancy and education about the
materials we consume across our value chain.
Social
Our Vision for Social sustainability: Building, caring
and respecting the people, communities and cultures we
operate within.
As a business situated in some of Indonesia’s most remote regions,
we deeply value our collaboration with the local communities. Our
pearl farms wouldn’t thrive without their presence and support.
It is our priority to establish genuine connections and maintain
open lines of communication to incorporate the needs and values
of these communities and individuals into our organisational
ethos. Through nurturing authentic relationships, our aim is to
cultivate a harmonious culture that embraces the rich diversity of
perspectives within our community.
Atlas Pearls operates in remote regions where we often serve as
the primary employer, deeply ingrained within the communities
we operate. This integration is reflected in our employment
and training practices, as well as our targeted community
engagements. Each of our sites tailors its approach to community
involvement to prioritise the specific needs of those communities.
This includes various training and safety initiatives, provision of
essential resources, access to medical services, financial support
towards education, material and labour support for community
infrastructure, repair and building of new facilities, as well as
supporting local businesses and the economy.
We have consolidated our social sustainability focus on the
following key goals:
1.
Enable access to meaningful education and training for
employees and local communities.
2.
Ensuring fair and equitable employment, diversity, working
conditions, and human rights.
3.
Prioritise the safety and health of our people, their families
and the communities we work within.
4.
Support and preserve indigenous culture, language and
way of life.
Governance.
Our Vision for sustainability through Governance:
Delivering business operations and processes that are
ethical, lawful, transparent, and fair.
Our policies, procedures, and approach to governance are guided
by our Corporate Governance Plan and detailed in our annual
Corporate Governance Statements. These statements outline our
method for assessing environmental and social risks and ensuring
they are effectively managed by the Board.
We have identified the following three key governance goals that
we will strive to align our sustainability impact projects towards
acheiving:
1.
Abide by and respect the local laws, regulations and
processes.
2.
Identify, manage and minimise business risks to protect the
people, environment and business.
3.
Maximise the success of what we do through stakeholder
engagement.
Atlas Pearls implemented the
world’s first Bilateral Advanced
Pricing Arrangement (APA)
between Indonesia & Australia,
ensuring the fair and transparent
tax treatment of international
transactions.
Governance sustainability goals.
Annual Report FY24 | Atlas Pearls | 19
For personal use only
South Sea pearl farming offers a
number of benefits distinguishing
pearls from other gemstones
as an authentic, sustainable, &
environmentally beneficial product.
WATER QUALITY
HABITAT & BIODIVERSITY
CLIMATE CHANGE
WATER FILTERING
Oysters feed by filtering algae from their
surrounding water, ultimately removing
nutrients, which, in excess, can degrade
the ocean environment.
For example: A farm of 40,000 individual
adults turns over more than 2 million
L (nearly one Olympic sized swimming
pool (every hour). (source: The Nature Conservancy)
REMOVING NITROGEN
Nitrogen is vital for many organisms
but too much nitrogen can cause algae
blooms which deplete the ocean of the
oxygen needed by ocean animals and
plants to survive. Oysters are efficient in
removing excess nitrogen from water
by incorporating it into their shells and
tissue as they grow.
For example: 1,000 kilos of oysters
can remove 10kg of nitrogen, 0.5kg of
phosphorous and 0.7kg of heavy metals
from the environment. (source: The Nature
Conservancy)
PROTECTED HABITATS
Pearl farms become in effect ocean
sanctuaries, providing habitat for
spawning and life for marine flora and
fauna. Protected from detrimental
activities and pollution, ocean life in
these areas thrives, thus increasing
animal populations where overfishing
has depleted some species.
BIO INDICATORS
Oysters serve as ‘bio indicators’ through
the process of filtration reacting to
changes in their environment such as
water temperature, salinity, and oxygen
levels.
Oysters effectively monitor the health
of their natural ecosystem and refelect
positive and negative changes of their
surroundings.
GREENHOUSE GASES
Oyster farming is one of the few
categories of farming which does not
require the production of food supplies,
use of antibiotics, and the animal itself
does not produce methane through its
digestive process.
Oyster farming is seen as a climate-
positive industry within sustainable
aquaculture, requiring zero
supplementary feeding and little to no
waste. (source: OceanWatch Australia)
CARBON SEQUESTERING
Oysters extract carbon ions from
seawater to build their shells and
grow their pearls, in a process called
calcification. A single oyster can filter and
process up to 190 litres of water each
day, effectively sequestering carbon
within their shell structures. (source: World
Wildlife Fund)
20 | Atlas Pearls | Annual Report FY24
The benefits of pearl farming
For personal use only
Financial
Report
Annual Report FY24 | Atlas Pearls | 21
For personal use only
22 | Atlas Pearls | Annual Report FY24
$45,000,000
$40,000,000
$35,000,000
$30,000,000
$25,000,000
$20,000,000
$15,000,000
$10,000,000
$5,000,000
0
2020
2024
2023
2022
2021
Revenue
EDBITDA
Annual Revenue and EBITDA
Gender Ratio
FY24
Female
35%
Male
65%
FY24 Highlights
$41.7M
Total Revenue
$22.6M
EBITDA
The salary ratio between
woman and men was 1.10,
due to the proportion of
women in higher paying,
senior management and
specialist roles across our
Indonesian operations.
600,000
500,000
400,000
2020
2021
2022
2023
2024
Oysters Harvested FY24
598,324
41.7M
22.6M
27.2M
9.8M
4.3M
20.6M
5.6M
18.3M
16.2M
180K
Total Number of Oysters
2020
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
2024
2023
2022
2021
Juvenile and mature oysters
Nucleated oysters
0
1.3k
1.3k
1.3k
1.3k
1.3k
1.4k
1.6k
1.7k
1.5k
1.6k
300,000
600,000
500,000
400,000
300,000
200,000
100,000
Pearls Sold
PEARLS SOLD
REVENUE
For personal use only
Annual Report FY24 | Atlas Pearls | 23
30 JUNE 24
$’000
30 JUNE 23
$’000
Revenue from contracts with customers
41,706
27,200
Net profit after tax
31,469
9,088
Normalised EBITDA1
22,633
9,805
Normalised EBITDA margin
54%
36%
Basic EPS (cents)
7.37
2.14
Cash and cash equivalents
17,623
7,845
Assets
69,853
40,066
NTA
55,516
34,084
NTA per share (cents)
12.8
8.0
Shareholder funds
55,516
34,084
Number of shares on issue (million)
433.6
427.9
Share price at year end (cents)
9.1
4.2
Notes:
1.
Atlas Pearls uses ‘normalised EBITDA’ to comment on its financial performance and is used internally to evaluate performance. Normalised EBITDA is a non-IFRS financial measure and is
not audited. Refer to note 5.1 of the Director’s Report for a reconciliation to statutory earnings.
Summary of fiscal indicators
For personal use only
24 | Atlas Pearls | Annual Report FY24
1. Directors
The following were Directors of Atlas Pearls for all of the financial
year and up to the date of this report.
GEOFFREY (Geoff) NEWMAN
CHAIRMAN | BEc (Hons), MBA, FCPA, FAICD
Geoff has more than 30 years’ experience in finance, marketing,
and general management roles within the resources sector.
In 1995, after managing Bunnings Pulpwood operations, he joined
Coogee Chemicals Pty Ltd as Commercial Manager and was
appointed to the Board as Finance Director the following year.
Until August 2005, Geoff was Finance Director/Chief Financial
Officer and Company Secretary of both Coogee Chemicals Pty Ltd
and its oil and gas subsidiary, Coogee Resources Pty Ltd, before
retiring from the Coogee Group in June 2006.
Appointments:
Chairman -
13/07/2022
Executive Chairman -
1/10/2019
Chairman -
16/02/2015
Director -
15/10/2010
Special responsibilities:
Chairman of the Board
Former directorships (last 3 years): None
Interests in shares:
5,115,835 ordinary shares
Interests in options:
None
Contractual rights to shares:
None
CADELL BUSS
INDEPENDENT NON-EXECUTIVE DIRECTOR | MBA, MPM, GAICD
Cadell is a multi-industry senior executive with over 20 years’
experience locally and internationally in marketing, project
development, and equity capital markets.
Cadell was the CEO of Western Australia’s longest-serving
stockbroking firm, DJ Carmichael, and has consulted to a number
of ASX-listed companies with African-based assets. Cadell was
previously Project and Finance Director with Luso Global Mining,
an angel investor to African-based mining and exploration
companies. Cadell is also the founder and Managing Director of
Chilwa Minerals Limited (ASX: CHW).
Cadell has a Masters’s degree in Project Management and an MBA
from Murdoch University, Perth, and is a graduate of the Australian
Institute of Company Directors.
Appointments:
Director - 01/02/2018
Special responsibilities:
None
Former directorships (last 3 years): Managing Director of Chilwa
Minerals Limited (appointed
01/02/2022)
Interests in shares:
1,427 385 ordinary shares
Interests in options:
None
Contractual rights to shares:
None
TIMOTHY (Tim) MARTIN
NON-EXECUTIVE DIRECTOR | BA, MBA, GAICD
Tim has been an executive manager at Coogee Chemicals Pty Ltd
since 2005. He held the position of Managing Director from 2012 -
2015 and was appointed Executive Chairman in July 2015.
Prior to working at Coogee, Tim worked in management roles
within the packaged food manufacturing sector, supplying
to national supermarket chains, and has ongoing interests in
commercial property development.
In 2013, Tim graduated from Harvard University, completing their
OPM (Owner/President Management) Program.
Tim is a former Director of the Plastics and Chemicals Industries
Association (PACIA) and a former Director of the Kwinana Industries
Council.
Appointments:
Director - 04/02/2013
Special responsibilities:
None
Former directorships (last 3 years): None
Interests in shares:
105,033,931 ordinary shares
Interests in options:
None
Contractual rights to shares:
None
JOSÉ MARTINS
INDEPENDENT NON-EXECUTIVE DIRECTOR | BAcc, GAICD
José is a highly regarded finance executive with over 25 years’
experience in the management of public and private companies.
He has previously held CFO roles with Macmahon Holdings
Limited, Ausdrill Limited (now part of Perenti), and Alliance Mining
Commodities Limited.
José qualified as a Chartered Accountant in South Africa and holds
a Bachelor of Accountancy (with distinction) from the University of
Witwatersrand, Johannesburg, and is a graduate of the Australian
Institute of Company Directors.
Appointments:
Director - 17/05/2023
Special responsibilities:
None
Former directorships (last 3 years): Non-Executive Director of
GenusPlus Group Limited
(appointed 03/01/2018)
Interests in shares:
500,000 ordinary shares
Interests in options:
None
Contractual rights to shares:
None
2. Company Secretary
SUSAN PARK
COMPANY SECRETARY | BCom, ACA, F Fin, FGIA, FCG, GAICD
Susan has over 25 years of experience in the corporate finance
sector. She is the founder and Managing Director of the consulting
firm Park Advisory, which specialises in the provision of corporate
governance and company secretarial advice to ASX-listed
companies and has held senior executive roles at Ernst & Young
and PricewaterhouseCoopers in the Corporate Finance divisions
Directors’ Report
The Directors present their report on the consolidated entity consisting of Atlas Pearls Ltd and the entities it controlled at the end of, or during,
the year ended 30 June 2024. Referred to hereafter as, the Company, Atlas Pearls, or the Group.
For personal use only
Annual Report FY24 | Atlas Pearls | 25
and at Bankwest in the Strategy and Ventures division. Susan holds
a Bachelor of Commerce from the University of Western Australia,
majoring in Accounting and Finance, she is a Member of the
Chartered Accountants Australia and New Zealand, a Fellow of the
Financial Services Institute of Australasia and a graduate Member
of the Australian Institute of Company Directors. She is also a
Fellow of the Governance Institute of Australia and the Chartered
Governance Institute.
Appointments:
Company Secretary -
19/12/2012
Special responsibilities:
None
Former directorships (last 3 years): None
Interests in shares:
None
Interests in options:
None
Contractual rights to shares:
None
3.
Principal activities
3.1
PRINCIPAL ACTIVITIES
Atlas Pearls produces South Sea pearls, with pearling operations
located throughout Indonesia (refer 3.2). Pearls produced are
sold through a multi-faceted distribution network. No significant
changes in the nature of Atlas Pearls principal activities occurred
during the year ended 30 June 2024.
3.2
ABOUT ATLAS PEARLS
Over the past 30 years Atlas Pearls has become one of the world’s
largest producers of the highly sought after white and silver South
Sea pearls. Operating across eight farming locations throughout the
South Seas and employing more than 1,200 people, the Company
harvested 598,324 pearls this year (30 June 2023: 547,755 pearls).
4.
Directors’ meetings
The attendance at meetings of the Company’s Directors, including meetings of committees of Directors, is shown below:
Director
Period
Directors’ meetings
Meetings held
whilst in office
Attended
Geoff Newman
1 July 23 - 30 June 24
5
5
Tim Martin
1 July 23 - 30 June 24
5
5
Cadell Buss
1 July 23 - 30 June 24
5
5
José Martins
1 July 23 - 30 June 24
5
5
For personal use only
26 | Atlas Pearls | Annual Report FY24
5.
Financial review
5.1
SHAREHOLDER RETURNS
30 June
2024
$’000
30 June
2023
$’000
30 June
2022
$’000
Net profit after tax
31,469
9,088
4,592
Basic EPS (cents)
7.37
2.14
1.08
Dividends paid
8,002
Nil
Nil
Dividends paid per share (cents)
1.85
Nil
Nil
The adjustments from net profit after tax to arrive at the reported
normalised EBITDA for these years are shown below:
30 June
2024
$’000
30 June
2023
$’000
30 June
2022
$’000
Net profit after tax
31,469
9,088
4,592
Tax expense
8,343
626
836
Interest expense / (income)
(262)
60
238
Depreciation / amortisation
322
291
312
Net foreign exchange loss
156
382
612
Agriculture standard revaluation (gain)
(17,395)
(641)
(2,336)
Other non-operating (income) /
expenses
-
(1)
-
Normalised EBITDA
22,633
9,805
4,254
5.2
FINANCIAL POSITION
30 June
2024
$’000
30 June
2023
$’000
30 June
2022
$’000
Total assets
69,853
40,066
31,516
Debt (current and non-current)
-
-
(1,125)
Total liabilities
(14,338)
(5,982)
(7,141)
Shareholder funds / net assets
55,515
34,084
24,375
Debt / shareholder funds
-
-
5%
Number of shares on issue (million)
433.6
427.9
427.9
Net tangible assets per share (cents)
12.8
8.0
5.7
Share price at reporting date (cents)
9.1
4.2
3.6
There has been an increase in the net assets of the Group of $21.4M
in the year ended 30 June 2024 (30 June 2023: $9.7M increase).
5.2.1
OPERATING RESULTS
The Company is pleased to announce a net profit after tax of $31.5M
(30 June 2023: $9.1M) and a reported inflow of cash from operating
activities for the year ended 30 June 2024 of $20.7M (30 June 2023:
$8.4M).
Atlas Pearls continued evolving its sales distribution plan, learning
from each sales event and enhancing the current strategy to meet
its customer’s needs, ensuring each pearl is reaching its potential.
At an operational level, the farms continue to work assiduously to
ensure oyster health is optimised. The passion and dedication shown
by all employees translate to beautiful, coveted South Sea pearls.
The operating revenue for the year ended 30 June 2024 was $41.7M
(30 June 2023: $27.2M), an increase of $14.5M. Administration,
finance, and marketing expenses were $9.2M (30 June 2023: $6.5M),
an increase of $2.7M.
5.2.2
REVIEW OF OPERATIONS
5.2.2.1
PEARLING
The Company harvested 598,324 pearls during the year ended 30
June 2024 (30 June 2023: 547,755).
The quality of pearls produced in the year improved from the
prevailing levels seen in FY23, however it remains below recent
highs of FY22. Most of the improvement in FY24 occurred in H1
FY24, with harvest results in H2 being similar or marginally below
the improved levels seen in H1. Based on positive results for a
small number of pearls recently harvested and graded from certain
genetic groups, and for which large volumes remain to be harvested
in the coming months, we anticipate an upward trend in overall
pearl quality in FY25.
5.2.2.2
PEARLING VALUE ADDED
Atlas Pearls continues to review and refine its sales strategy with the
core objective of ensuring each pearl achieves maximum return. This
strategy involves directing pearls through different sales channels
whilst also being available online to reach customers globally. This
hybrid approach achieves not only reach but competitive tension
across the different markets. The Company will continually review
and refine to adapt to changing markets.
For a detailed review of operations please refer to the CEO’s review
of operations on page 5.
5.2.3
AUDIT OPINION
The financial report has been audited independently and received
an unmodified opinion. Refer to page 35 for the Independent
Auditors Report and page 64 onwards for the Auditors Opinion.
5.2.4
PERSONNEL
Staff numbers at the end of the year were as follows:
6.
Dividends
In view of the positive earnings reported for the year ended 30 June
2024, the Board has resolved to declare a special dividend of 1.0 cent
per share (franked to 100%). Dividends of $8.0M (totalling 1.85 cents
per share) were paid during the year ended 30 June 2024.
The Board has not formulated a dividend policy due to the inherent
uncertainties of aquaculture, the need to fund future operating costs
between sales events, and the cyclical swings typical in the luxury
goods market. The Board will continue to evaluate a dividend policy,
however the payment of special dividends will be the preferred
policy, as and when favourable market circumstances allow.
For personal use only
Annual Report FY24 | Atlas Pearls | 27
Key dates:
•
Record date for determining entitlement to special dividend:
13 September 2024
•
Date the special dividend is payable: 27 September 2024
7.
Events since the end of the
financial year
On 29 August 2024, the Company declared a final fully franked
special dividend of 1.0 cent per share. The total value of the
payment is $4.4M. The record date is 13 September 2024 with a
payment date of 27 September 2024.
Other than the matters disclosed above, there have been no other
significant events after balance date which require disclosure.
8.
Likely developments and expected
results of operations
The Company endeavours to host oysters in optimal growing
locations whilst creating diversification for risk mitigation.
The Company remains committed to the multi-faceted approach
to the distribution of the pearls, with the plan to continue
increasing customer reach.
9.
Directors’ interests
The relevant interest of each current Director in the share capital
of the Company, as notified by the Directors to the Australian
Securities Exchange in accordance with S205G (1) of the
Corporations Act 2001, at the date of this report, are detailed in
Section 1 of this report.
10.
Options
During the year ended 30 June 2024, 4,000,000 unquoted options
were issued (30 June 2023: nil) pursuant to the Atlas Pearls Ltd
Employee Share and Incentive Plan.
Refer to note 22.2 for further information.
11.
Indemnification and insurance of
Directors and officers
11.1
INDEMNIFICATION
The Company has agreed to indemnify all current and former
Directors and officers of the Company against all liabilities to another
person (other than the Company or a related body corporate)
that may arise from their position as Directors and officers of the
Company, except where the liability arises out of conduct which
involves negligence, default, breach of duty, or a lack of good faith.
The agreement stipulates that the Company will meet the full
amount of any such liabilities, including costs and expenses.
11.2
INSURANCE PREMIUMS
During the financial year the Company has paid insurance
premiums of $34,906 (30 June 2023: $33,244) in respect of
Directors’ and officers’ liability and legal expenses insurance for
current and former Directors and officers.
12.
Audit and 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.
Details of the amounts paid or payable to the auditor (BDO) for
audit and non-audit services provided during the period are set
out below.
The Board of Directors is satisfied that the provision of non-audit
services during the period is compatible with general standards of
independence for auditors imposed by the Corporations Act 2001.
The Directors are satisfied that the services disclosed below did
not compromise the external auditor independence requirements
of the Corporations Act 2001. The nature of the service or services
provided do not compromise the general principles relating to
auditor independence because they relate to tax advice in relation
to compliance issues and review of the tax provisions prepared
by the Company. None of the services undermine the general
principles relating to auditor independence as set out in (APES 110
Code of Ethics for Professional Accountants).
The following fees were paid or payable for services provided by
the auditor of the Company, its related practices and non-related
audit firms during the year ended 30 June:
30 June
2024
$
30 June
2023
$
BDO Australian Firm
Audit and review of financial reports
134,370
119,710
ESG consulting services
-
16,995
BDO Indonesian Firm
Audit and review of financial reports
47,577
49,377
Total remuneration for audit services
181,947
169,087
Total remuneration for other services
-
16,995
13.
Proceedings on behalf of the company
No person has applied under section 237 of the Corporations
Act 2001 for leave of court to bring proceedings on behalf of
the Company or to intervene in any proceedings to which the
Company is a party for the purpose of taking responsibility on
behalf of the Company for all or part of those proceedings. The
Company has not been a party to any proceedings during the year.
For personal use only
28 | Atlas Pearls | Annual Report FY24
14.
Remuneration report (audited)
The Directors are pleased to present your Company’s 2024
remuneration report, which sets out remuneration information for
Atlas Pearls’ Directors and other Key Management Personnel, as listed
in the table below. The information provided in this Remuneration
Report has been audited as required by section 300(a) of the
Corporations Act 2001.
Name
Position
Directors
Geoff Newman
Non-Executive Chairman
Tim Martin
Non-Executive Director
Cadell Buss
Independent Non-Executive Director
José Martins
Independent Non-Executive Director
Other Key Management Personnel
Michael Ricci
Chief Executive Officer
Gemma Cann
Chief Financial Officer, appointed 17 July
2023, resigned 7 February 2024
Jean-Marie Rudd
Chief Financial Officer, appointed 4 May 2024
14.1
REMUNERATION GOVERNANCE
14.1.1
ROLE OF THE BOARD IN REMUNERATION
GOVERNANCE
Remuneration governance is the responsibility of the full Board.
Primary responsibilities include recommendations for;
•
Non-Executive Director fees,
•
Remuneration levels of Executive Directors and other Key
Management Personnel,
•
The overarching Executive remuneration framework and the
operation of incentive plans, and
•
Key performance indicators (‘KPIs’) and performance hurdles for
the Executive team.
The objective is to ensure that remuneration policies and structures
are fair and competitive and are aligned with the long-term interests
of the Company.
Assessing performance and claw-back remuneration
KPIs are set annually, with a certain level of consultation with Key
Management Personnel. The measures are specifically tailored to
the area everyone is involved in and has a level of control over. The
KPIs target areas the Board believes hold greater potential for group
expansion and profit, covering financial and non-financial, as well
as short and long-term goals. The level set for each KPI is based on
budgeted figures for the Group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with
bonuses being awarded depending on the number and deemed
difficulty of the KPIs achieved. Following the assessment, the KPIs are
reviewed by the Board considering the desired and actual outcomes,
and their efficiency is assessed in relation to the Group’s goals and
shareholder wealth, before the KPIs are set for the following year.
In the event of serious misconduct or a material misstatement
in the Company’s financial statements, the Board may cancel or
defer performance-based remuneration and may also claw-back
performance-based remuneration paid in previous financial years.
14.1.2
NON-EXECUTIVE DIRECTOR REMUNERATION POLICY
Fees and payments to Non-Executive Directors reflect the demands
which are made on, and the responsibilities of, the Directors.
Non-Executive Directors’ fees are reviewed annually by the
Board. Consideration is given to the remuneration of comparable
companies when setting fee levels.
The Non-Executive Directors’ aggregate annual remuneration may
not exceed $500,000 (30 June 2023: $500,000) which is periodically
recommended for approval by shareholders. This limit was approved
by shareholders at the Extraordinary General Meeting on 29 April
2022. In the year ending 30 June 2024, the total Non-Executive
Directors’ fees including retirement benefit contributions were
$329,426 (30 June 2023: $312,809).
The base fees for Non-Executive Directors are $65,000 per annum
(exclusive of superannuation) (30 June 2023: $65,000 exclusive of
superannuation). The base fee for the Chairman of the Board is
$90,000 per annum (exclusive of superannuation) (30 June 2023:
$90,000 exclusive of superannuation).
14.1.3
EXECUTIVE REMUNERATION POLICY AND
FRAMEWORK
In determining Executive remuneration, the Board aims to ensure
that remuneration practices are:
•
Competitive and reasonable, enabling the Company to attract
and retain key talent
•
Aligned to the Company’s strategic and business objectives and
the creation of shareholder value
•
Transparent, and
•
Acceptable to shareholders.
Executive remuneration framework has three components;
•
Base pay and benefits
•
Short-term performance incentives, and
•
Long-term incentives through participation in the Atlas Pearls
Ltd Employee Share and Incentive Plan.
Employment contracts are in place between the Company (or
its subsidiaries) and all Key Management Personnel. Under these
contracts, Key Management Personnel are paid a base salary (which
may be provided in the form of cash or non-financial benefits) in
accordance with their skills and experience, as well as entitlements
including superannuation and accrued annual leave and long
service leave.
The Atlas Pearls Ltd Employee Share and Incentive Plan (Plan) provides
some senior executives with incentives over and above their base
salary (refer section 14.2.1). The allocation of shares or options under
the Plan is not subject to the performance conditions of the Company.
The reasons for establishing the Plan were:
•
To align the interests of senior executives with shareholders. The
Plan provides employees with incentive to strive for long-term
profitability which is in line with shareholder objectives; and
•
To provide an incentive for employees to extend their
employment terms with the Company. Pearl farming is a
long-term business, and the experience of long-serving senior
employees is an important factor in the long-term success of
the Company.
For personal use only
Annual Report FY24 | Atlas Pearls | 29
Short-term Incentives
The Atlas Pearls Ltd Salaried Employee Bonus Scheme (‘STI Plan’)
is maintained as the primary financial reward for employee
performance. The underlying principle of the STI Plan is:
The greater a salaried employee’s ability to influence overall
group and individual department results, the greater the “at risk”
component of their remuneration package should be.
The employee’s designated bonus level is expressed as percentage
of base salary and determines the maximum bonus payment
possible for the employee year-on-year. Calculation of the
employee’s actual bonus payment takes into consideration:
•
the business results of the Company overall;
•
the results of the department in which the participant works;
•
the employee’s individual results against their established
quantitative and qualitative KPIs.
The Board shall retain absolute discretion over how the bonus
program operates, who participates, and all bonus payments
generated by it.
The structure of the STI Plan relating to senior executives is outlined
in the table below:
Use of remuneration consultants
During the financial year ended 30 June 2024 the Company did not
engage any remuneration consultants.
Voting and comments made at the Company’s 2023 Annual
General Meeting
Atlas Pearls received 99.34% of ‘yes’ votes on adoption of the
renumeration report for the 2023 financial year. 99.99% of ‘yes’ votes
were received on the resolution to re-elect Cadell Buss as Director.
99.99% of ‘yes’ votes were received on the resolution to elect José
Martins as Director. The Company did not receive any specific
feedback at the Annual General Meeting or throughout the year on
its remuneration.
Relationship between Key Management Personnel Remuneration
and Performance
Each Key Management Personnel is remunerated on an individual basis.
Feature
Description
Max opportunity
CEO: 22.2% of fixed remuneration
Other senior executives: 15% of fixed remuneration
The STI metrics align with the Group’s strategic priorities of market competitiveness, operational excellence, shareholder
value, and fostering talented and engaged people.
Performance metrics
Metric
Target
Weighting
Reason for selection
EBITDA
Budget1
CEO: 80%
Other senior executives: 70%
Reflects improvements
in both revenue and cost
control.
Individual performance
metrics
Specific to individuals2
CEO: 20%
Other senior executives: 30%
Targeted metrics have been
chosen that are critical to
individual roles and which
support the Group’s strategic
objectives.
Delivery of STI
100% of the STI award is paid in cash no later than three months following the end of the financial year.
Board discretion
The Board has discretion to adjust remuneration outcomes up or down to prevent any inappropriate reward outcomes.
Notes:
1.
The budget for consolidated EBITDA is set as a dollar figure by the Board on an annual basis. The actual EBITDA results achieved are expressed as a percentage of the relevant
budget figure. The bonus outcomes are calculated on a sliding scale, with the minimum payment at 90% of budget and maximum payment at 115% of budget.
2.
Individual KPIs are established and agreed between the employee and their manager. This is done either at the annual performance appraisal each year for existing employees, or
soon after commencement of employment for new employees.
For personal use only
30 | Atlas Pearls | Annual Report FY24
14.2
DETAILS OF REMUNERATION
The following tables show details of the remuneration received by the Directors and the Key Management Personnel (KMP) of the Group for the
current and previous financial period.
Name
Cash salary and fees
Short-term
benefits
Post- employ-
ment benefits
Long-term
benefits
Share-based
compensation
Total
Salary sacrifice
for shares
Short-term
incentive cash
bonus
Noncash mone-
tary benefit6
Total cash salary,
fees and short-
term benefits
Superannuation
benefit
Long
service leave
Options7
$
$
$
$
$
$
$
$
$
Geoff Newman1
2024
90,000
-
-
-
90,000
9,900
-
13,076
112,976
2023
120,129
-
-
-
120,129
12,906
-
27,244
160,279
Tim Martin
2024
72,150
-
-
-
72,150
-
-
-
72,150
2023
71,825
-
-
-
71,825
-
-
-
71,825
Cadell Buss
2024
72,150
-
-
-
72,150
-
-
-
72,150
2023
71,825
-
-
-
71,825
-
-
-
71,825
José Martins
2024
65,000
-
-
-
65,000
7,150
-
-
72,150
2023
8,036
-
-
-
8,036
844
-
-
8,880
Michael Ricci
2024
328,567
-
94,806
-
423,373
45,513
5,437
62,221
536,544
2023
249,574
-
26,040
-
275,614
28,549
2,812
-
306,975
Mark Longhurst2
2024
-
-
-
-
-
-
-
-
-
2023
152,630
-
-
11,123
163,753
-
-
6,045
169,798
Diana Kubicki3
2024
-
-
-
-
-
-
-
-
-
2023
221,483
-
-
-
221,483
22,820
(11,376)
5,064
237,991
Gemma Cann4
2024
49,198
-
-
-
49,198
5,542
(8,211)
1,214
47,743
2023
-
-
-
-
-
-
-
-
-
Jean-Marie Rudd5
2024
41,258
-
48,600
-
89,858
9,997
1,097
-
100,952
2023
-
-
-
-
-
-
-
-
-
TOTAL 2024
2024
718,323
-
143,406
-
861,729
78,102
(1,677)
76,511
1,014,665
TOTAL 2023
2023
895,502
-
26,040
11,123
932,665
65,119
(8,564)
38,353
1,027,573
Notes:
1.
Geoff Newman was Executive Chairman until 12 July 2022, thereafter assuming the role of Non-Executive Chairman.
2.
Mark Longhurst ceased as a KMP from 31 December 2022.
3.
Diana Kubicki resigned as CFO on 9 June 2023.
4.
Gemma Cann was appointed CFO on 17 July 2023 and resigned as CFO on 7 February 2024.
5.
Jean-Marie Rudd was appointed CFO on 4 May 2024.
6.
Non-monetary benefits of other KMP include overseas living allowances as per individual employment contracts.
7.
Share-based remuneration related to options being recognised over the respective vesting period.
For personal use only
Annual Report FY24 | Atlas Pearls | 31
14.2.1
DETAILS OF REMUNERATION – PERFORMANCE ANALYSIS
The following table indicates the percentage of remuneration
relating to options and performance:
Name
30 June 2024
% Performance
30 June 2023
% Performance
Geoff Newman
11.57%
17.00%
Michael Ricci
31.30%
9.42%
Mark Longhurst
(ceased as KMP 31 December 2022)
-
3.56%
Diana Kubicki
(resigned 09 June 2023)
-
2.13%
Gemma Cann (appointed 17 July 2023,
resigned 7 February 2024)
-
-
Jean-Marie Rudd
(appointed 4 May 2024) 1
53.68%
-
Notes:
1.
Prior to her appointment as CFO, Jean-Marie Rudd was employed on a fixed-term
contract. The STI bonus has been awarded on her annual remuneration, whereas
the performance percentage of remuneration is calculated on her remuneration
since her appointment as CFO on 4 May 2024.
The proportion of the cash bonus paid/payable or forfeited is as
follows:
Cash bonus paid/
payable
Cash bonus
forfeited
30 June
2024
30 June
2023
30 June
2024
30 June
2023
Other key management personnel
Michael Ricci
90%
95%
10%
5%
Gemma Cann
0%
85%
100%
15%
Jean-Marie Rudd
85%
0%
5%
0%
14.2.2
RELATIONSHIP BETWEEN REMUNERATION
AND ATLAS PEARLS’ PERFORMANCE
The following table shows performance indicators as prescribed by
the Corporations Act 2001 over the past five reporting periods:
30 June
2024
30 June
2023
30 June
2022
30 June
2021
30 June
2020
Profit/(loss)
for the year
31,469,017
9,087,744
4,591,551
6,719,924 (8,076,827)
Basic earnings
per share
7.37
2.14
1.08
1.58
(1.90)
Dividend payments
8,001,889
-
-
-
-
Increase /(decrease)
in share price
117%
17%
140%
200%
(38%)
Total KMP incentives
as percentage of
profit/(loss) %
0.8%
0.8%
0.6%
0.1%
(0.2%)
14.3
SERVICE AGREEMENTS
On appointment to the Board, all Non-Executive Directors enter into
a service agreement with the Company. Remuneration and other
terms of employment for the Chief Executive Officer other KMPs are
also formalised in service agreements.
Details of KMP service agreements are set out below:
14.3.1
MICHAEL RICCI (CHIEF EXECUTIVE OFFICER)
Michael has been engaged as Chief Executive Officer of the Group
pursuant to an employment agreement between the Group and
Michael (Ricci Agreement).
The total annual remuneration payable to Michael under the
Ricci Agreement is a salary of $345,000 per annum (exclusive
of superannuation) (2023: $248,000). Michael is also entitled
to participate in STIs of up to 20% of the base salary, inclusive
of superannuation (2023: 15% of the base salary, exclusive of
superannuation) and LTIs, as determined by the Board. An STI
bonus of $94,806 has been accrued in respect of the financial year
ended 30 June 2024 (30 June 2023: $26,040) under the STI Plan,
representing a 90% achievement of the maximum bonus payable.
The Ricci Agreement commenced on 13 June 2022 and
employment under the Ricci Agreement will continue until
terminated in accordance with the Ricci Agreement (Term). During
the Term, the Ricci Agreement may be terminated by the Group at
any time:
•
by three months written notice to Michael, at which time the
Group will immediately pay Michael three months base salary
in lieu; or
•
by summary notice in circumstances where Michael neglects
to perform his duties or comply with reasonable or proper
direction or engages in serious misconduct.
•
Otherwise, the Ricci Agreement may be terminated by Michael
at any time for any reason by giving not less than three months’
notice in writing to the Group.
Michael is also subject to restrictions in relation to the use of
confidential information during and after his employment with the
Group ceases, being directly or indirectly involved in a competing
business during the continuance of his employment with the Group,
and for a period of 12 months after his employment with the Group
ceases, on terms which are otherwise considered standard for
agreements of this nature.
The Ricci Agreement contains additional provisions considered
standard for agreements of this nature.
14.3.2
GEMMA CANN (CHIEF FINANCIAL OFFICER)
Gemma was appointed to the position of Chief Financial Officer of
the Group on 17 July 2023, and resigned on 7 February 2024.
The total remuneration payable to Gemma was a base salary
for the 2024 financial year of $180,000 per annum (exclusive of
superannuation). No bonus has been accrued in respect of the
financial year ended 30 June 2024.
14.3.3
JEAN-MARIE RUDD (CHIEF FINANCIAL OFFICER)
Jean-Marie was appointed to the position of Chief Financial Officer
of the Group on 4 May 2024, pursuant to an employment agreement
between the Group and Jean-Marie (Rudd Agreement). Prior to
her appointment as CFO, Jean-Marie was employed on a 12-month
fixed-term contract.
The total annual remuneration payable to Jean-Marie under the
Rudd Agreement is a salary of $240,000 per annum (exclusive of
superannuation). Jean-Marie is also entitled to participate in STIs of
up to 15% of the base salary and LTIs, as determined by the Board.
An STI bonus of $48,600 has been accrued in respect of the financial
year ended 30 June 2024 under the STI Plan, representing an 85%
achievement of the maximum bonus payable.
For personal use only
32 | Atlas Pearls | Annual Report FY24
The Rudd Agreement commenced on 4 May 2024 and employment
under the Rudd Agreement will continue until terminated in
accordance with the Rudd Agreement (Term). During the Term, the
Rudd Agreement may be terminated by the Group at any time:
•
by three months written notice to Jean-Marie, at which time
the Group will immediately pay Jean-Marie three months base
salary in lieu; or
•
by summary notice in circumstances where Jean-Marie
neglects to perform her duties or comply with reasonable or
proper direction or engages in serious misconduct.
•
Otherwise, the Rudd Agreement may be terminated by Jean-
Marie at any time for any reason by giving not less than three
months’ notice in writing to the Group.
Jean-Marie is also subject to restrictions in relation to the use of
confidential information during and after her employment with the
Group ceases, being directly or indirectly involved in a competing
business during the continuance of her employment with the
Group, and for a period of 12 months after her employment with the
Group ceases, on terms which are otherwise considered standard for
agreements of this nature.
The Rudd Agreement contains additional provisions considered
standard for agreements of this nature.
14.4
ADDITIONAL INFORMATION OF THE
REMUNERATION REPORT
14.4.1
OPTIONS
4,000,000 options were issued to CEO, Michael Ricci during the
financial year end 30 June 2024 (30 June 2023: nil).
Refer to section 14.5.2 below and to section 22.2 of the notes to the
consolidated financial statements for details of options on issue.
14.4.2
OTHER KMP TRANSACTIONS
As at 30 June 2024, Director fees of $6,013 are payable
(30 June 2023: $8,531).
14.5
SHARE-BASED PAYMENTS COMPENSATION
14.5.1
EMPLOYEE SALARY SACRIFICE SHARE PLAN
There was no salary sacrifice scheme in place for the year ended
30 June 2024.
14.5.2
PERFORMANCE OPTIONS
The details relating to performance options allocated to KMP under
the Atlas Pearls Ltd Employee Share and Incentive Plan are shown in
the table below.
The fair value at grant date is independently determined using
a Hoadley Trading and Investment valuation model, which takes
into account the exercise price, the term of the option, the impact
of dilution, the share price at grant date and expected volatility of
the underlying share, the expected dividend yield, and the risk-free
interest rate for the term of the option.
Name
Date of grant
Entitlement
No. of options
Vesting date
Expiry date
Financial year in
which options
vest
Share price at
grant date
Option exercise
price
Volatility
Risk free rate
Total value of
options at grant
date
Fair value
Geoff Newman1
29/04/22
1,276,196
30/06/24
30/09/24
2024
$0.047
$0.075
100%
2.45%
$28,332
$0.0222
Mark Longhurst1,2
24/05/22
642,639
30/06/24
30/09/24
2024
$0.042
$0.075
100%
2.53%
$11,825
$0.0184
Diana Kubicki1,3
24/05/22
335,290
30/06/23
30/09/24
2023
$0.042
$0.070
100%
2.53%
$6,035
$0.0180
Gemma Cann1,4
24/05/22
234,702
30/06/24
30/09/24
2024
$0.042
$0.075
100%
2.53%
$4,319
$0.0184
Michael Ricci5
15/11/23
800,000
30/06/24
30/09/26
2024
$0.075
$0.085
85%
4.17%
$28,000
$0.0350
Michael Ricci5
15/11/23
1,200,000
30/06/25
30/09/26
2025
$0.075
$0.091
85%
4.17%
$43,200
$0.0360
Michael Ricci5
15/11/23
2,000,000
30/06/26
30/09/26
2026
$0.075
$0.097
85%
4.17%
$74,000
$0.0370
Notes:
1.
These unlisted options were approved at the EGM on 29 April 2022 and are subject to the employee remaining engaged as an employee at the date of the prescribed vesting date.
2.
Mark Longhurst ceased as a KMP with effect from 31 December 2022.
3.
Diana Kubicki ceased as a KMP with effect from 9 June 2023. Under the terms of the Atlas Pearls Ltd Employee Share and Incentive Plan outlined in 1 above, 558,816 unvested
options were forfeited on Diana’s resignation date, but the board exercised its discretion not to forfeit her remaining 335,290 vested, but unexercised options.
4.
Gemma Cann resigned as CFO on 7 February 2024. Under the terms of the Atlas Pearls Ltd Employee Share and Incentive Plan, the board exercised its discretion not to forfeit her
remaining 234,702 unvested options.
5.
4,000,000 options were issued to CEO, Michael Ricci, under an offer to Michael on 15/11/23. These options were issued under the Atlas Pearls Ltd Employee Share and Incentive Plan
and are subject to the employee remaining engaged as an employee at the date of the prescribed vesting date.
For personal use only
Annual Report FY24 | Atlas Pearls | 33
14.5.3
EQUITY INSTRUMENTS
The details relating to the equity instruments held by KMP are as follows:
(A)
EQUITY INSTRUMENT DISCLOSURES RELATING TO KMP
Options and rights granted as compensation:
4,000,000 options were issued to CEO, Michael Ricci during the financial year end 30 June 2024 (30 June 2023: nil). Refer to section 22.2 of the
notes to the consolidated financial statements for details of options on issue.
(B)
SHAREHOLDINGS
The number of shares in the Company held during the financial year by each Director and the other KMP of the Group, including their
personally related parties, are set out below:
Balance 01/07/23
Granted as
compensation
Options
exercised
Acquired/(Sold)
on market
Balance 30/06/24
Directors
Geoff Newman1
2,563,443
-
1,276,196
-
3,839,639
Tim Martin2
110,184,995
-
-
(5,151,064)
105,033,931
Cadell Buss3
1,337,000
-
-
90,385
1,427,385
José Martins4
-
-
-
500,000
500,000
Total Directors
114,085,438
-
1,276,196
(4,560,679)
110,800,955
Other KMP
Michael Ricci5
512,800
-
-
-
512,800
Jean-Marie Rudd6
-
-
-
170,000
170,000
Total Other KMP
512,800
-
-
170,000
682,800
TOTAL
114,598,238
-
1,276,196
(4,390,679)
111,483,755
Notes:
1.
3,123,350 shares held by Gee Enn Pty Ltd and 716,289 shares held by Mrs Cheryl Louise Newman & Mr Geoffrey Grosvenor Newman .
2.
54,907,327 shares are held by Boneyard Investments Pty Ltd; 28,248,936 shares are held by Chemco Superannuation Fund Pty Ltd , 17,880,240
shares are held by Jingie Investments Pty Ltd, and the remaining balance of 3,997,428 shares are held personally by Tim Martin.
3.
Shares are held by Cadon Holdings Pty Ltd of which Cadell Buss is a beneficiary.
4.
Shares are held by Sintra Business Services Pty Ltd (Sintra SF A/C) of which José Martins is a beneficiary.
5.
Shares are held by M&K Ricci Pty Ltd of which Michael Ricci is a beneficiary.
6.
Shares are held by Jean-Marie Rudd (Rudd Family A/C> of which Jean-Marie Rudd is a beneficiary.
In the period since 30 June 2024, Geoff Newman exercised the remainder of his options and now holds 5,115,835 shares in the Company as at
the date of signing this report.
Shares issued on the exercise of options
The following ordinary shares of Atlas Pearls Ltd were issued during the year ended 30 June 2024 and up to the date of this report on the
exercise of options granted:
Date
options granted
Exercise
date
Exercise
price
Shares
Issued
(no)
Geoff Newman
29/04/2022
19/02/2024
$0.065
510,478
Geoff Newman
29/04/2022
19/02/2024
$0.070
765,718
TOTAL
1,276,196
For personal use only
34 | Atlas Pearls | Annual Report FY24
(C)
OPTION HOLDING
The number of options over ordinary shares in the parent entity held during the year ended 30 June 2024 by each Director and other KMP of
the Group, including their personally related parties, is set out below:
Balance
01/07/23
Granted
Exercised
Forfeited /Lapsed
Commenced as KMP
Ceased as KMP
Balance
30/06/24
Fully Vested1
Directors
Geoff Newman
1
2,552,392
-
(1,276,196)
-
-
-
1,276,196
1,276,196
Other KMP
Gemma Cann
2
-
-
-
-
469,405
(469,405)
-
234,702
Michael Ricci
-
4,000,000
-
-
-
-
4,000,000
800,000
TOTAL
2,552,392
4,000,000
(1,276,196)
-
469,405
(469,405)
5,276,196,
2,310,898
Notes:
1.
2,076,196 Options vested 30 June 2024 (30 June 2023: 1,486,591).
2.
Gemma Cann was appointed CFO on 17 July 2023 and resigned as CFO on 7 February 2024.
In the period since 30 June 2024, Geoff Newman exercised the remainder of his options and now holds nil options in the Company as at the
date of signing this report.
15.
Rounding of amounts
The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Directors’ report
and financial report. Amounts in the Directors’ report and financial report have been rounded off to the nearest whole dollar, unless otherwise
indicated, in accordance with the instrument.
This is the end of the Audited Remuneration Report.
16.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 35.
Signed in accordance with a resolution of the Directors.
Geoff Newman
Chairman - 29 August 2024
For personal use only
Annual Report FY24 | Atlas Pearls | 35
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF ATLAS PEARLS LIMITED
As lead auditor of Atlas Pearls Limited for the year ended 30 June 2024, I declare that, to the best of
my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Atlas Pearls Limited and the entities it controlled during the period.
Jarrad Prue
Director
BDO Audit Pty Ltd
Perth
29 August 2024
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
For personal use only
36 | Atlas Pearls | Annual Report FY24
NOTE
2024
$
2023
$
Revenue from contracts with customers
3
41,705,611
27,200,159
Farm costs
(10,078,792)
(10,897,065)
Administration expenses
5
(8,848,416)
(6,107,861)
Finance costs
5
(34,126)
(74,213)
Marketing expenses
(359,083)
(399,911)
Change in fair value less husbandry costs of oysters
4
17,395,029
641,493
Other expenses
5
(489,299)
(662,780)
Other income
3
520,997
14,067
PROFIT BEFORE INCOME TAX
39,811,921
9,713,889
Income tax expense
7
(8,342,905)
(626,145)
PROFIT AFTER INCOME TAX
31,469,016
9,087,744
OTHER COMPREHENSIVE INCOME
Items that will be reclassified as profit or loss:
Exchange differences on translation of foreign operations
(2,538,480)
446,144
OTHER COMPREHENSIVE INCOME NET OF TAXES
(2,538,480)
446,144
TOTAL COMPREHENSIVE INCOME
28,930,536
9,533,888
PROFIT IS ATTRIBUTABLE TO:
Owners of the Company
31,469,016
9,087,744
TOTAL COMPREHENSIVE INCOME IS ATTRIBUTABLE TO:
Owners of the Company
28,930,536
9,533,888
EARNINGS PER SHARE
ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic earnings per share (cents)
6
7.37
2.14
Diluted earnings per share (cents)
6
7.11
2.14
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For personal use only
Annual Report FY24 | Atlas Pearls | 37
2024
$
2023
$
CURRENT ASSETS
Cash and cash equivalents
8
17,623,315
7,845,286
Trade and other receivables
870,517
300,619
Inventories
9
7,140,363
3,319,854
Biological assets
4
14,499,738
8,916,104
TOTAL CURRENT ASSETS
40,133,933
20,381,863
NON-CURRENT ASSETS
Biological assets
4
21,320,671
11,340,618
Property, plant and equipment
11
7,062,086
6,928,730
Right-of-use assets
667,363
617,588
Deferred tax assets
7
669,071
797,111
TOTAL NON-CURRENT ASSETS
29,719,191
19,684,047
TOTAL ASSETS
69,853,124
40,065,910
CURRENT LIABILITIES
Trade and other payables
10
569,582
757,374
Provisions
10
3,590,969
2,971,185
Lease liabilities
69,210
63,572
Current tax liabilities
7
3,496,781
124,098
TOTAL CURRENT LIABILITIES
7,726,542
3,916,229
NON-CURRENT LIABILITIES
Lease liabilities
218,222
159,559
Deferred tax liabilities
7
6,354,104
1,860,885
Provisions
10
38,720
45,186
TOTAL NON-CURRENT LIABILITIES
6,611,046
2,065,630
TOTAL LIABILITIES
14,337,588
5,981,859
NET ASSETS
55,515,536
34,084,051
EQUITY
Contributed equity
12
37,241,851
36,857,415
Reserves
13
(10,164,761)
(7,744,682)
Retained earnings / (accumulated losses)
28,438,446
4,971,318
TOTAL EQUITY
55,515,536
34,084,051
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Consolidated Statement of Financial Position
NOTE
For personal use only
38 | Atlas Pearls | Annual Report FY24
Attributable to owner of Atlas Pearls
Contributed
equity
Revaluation
reserve
Employee share
reserve
Foreign currency
translation reserve
Retained earnings
(accumulated
losses)
Total equity
NOTE
$
å$
$
$
$
$
BALANCES AT 1 JULY 2023
36,857,415
179,179
1,164,841
(9,088,702)
4,971,318
34,084,051
Net profit for the year
-
-
-
-
31,469,016
31,469,016
Exchange differences on translation of foreign operations
13
-
-
-
(2,538,480)
-
(2,538,480)
Total comprehensive income
-
-
-
(2,538,480)
31,469,016
28,930,536
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs
384,436
-
-
-
-
384,436
Share-based payments
13
-
-
118,401
-
-
118,401
Dividends paid
-
-
-
-
(8,001,888)
(8,001,888)
BALANCE AT 30 JUNE 2024
37,241,851
179,179
1,283,242 (11,627,182)
28,438,446
55,515,536
BALANCES AT 1 JULY 2022
36,857,415
179,179
989,514
(9,534,846)
(4,116,426)
24,374,836
Net profit for the year
-
-
-
-
9,087,744
9,087,744
Exchange differences on translation of foreign operations
13
-
-
-
446,144
-
446,144
Total comprehensive income
-
-
-
446,144
9,087,744
9,533,888
Transactions with owners in their capacity as owners
Share-based payments
13
-
-
175,327
-
-
175,327
BALANCE AT 30 JUNE 2023
36,857,415
179,179
1,164,841
(9,088,702)
4,971,318
34,084,051
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
For personal use only
Annual Report FY24 | Atlas Pearls | 39
NOTE
2024
$
2023
$
CASH FLOWS FROM OPERATING ACTIVITIES
Proceeds from pearl and Jewellery sales
Proceeds from pearl by-product sales
Payments to suppliers and employees
Income tax paid
Interest paid
Interest received
40,452,654
914,335
(20,493,174)
(451,639)
(19,527)
255,049
26,243,479
594,162
(17,572,442)
(767,211)
(62,063)
14,067
Net cash inflow from operating activities
8
20,657,698
8,449,992
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the disposal of property, plant and equipment
Payments for property, plant and equipment
262
(1,851,175)
-
(2,155,311)
Net cash outflow from investing activities
(1,850,913)
(2,155,311)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Proceeds from borrowings
Repayment of lease liabilities
Dividends paid
Proceeds from the issue of shares (net of share issue expenses)
(650,869)
631,449
(99,899)
(8,001,888)
340,738
(1,812,806)
687,806
(130,484)
-
-
Net cash outflow from financing activities
(7,780,469)
(1,255,484)
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on cash and cash equivalents
11,026,316
7,845,286
(1,248,287)
5,039,197
2,995,131
(189,042)
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
8
17,623,315
7,845,286
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
For personal use only
40 | Atlas Pearls | Annual Report FY24
PART A
Basis of preparation
1. Basis of preparation
41
PART B
Financial performance
2. Segment reporting
41
3. Revenue from contracts with customers and
other income
43
4. Biological assets
44
5. Expenses
46
6. Earnings per share
46
PART C
Tax
7. Tax
47
PART D
Cash flow information
8. Cash and cash equivalents
48
PART E
Working capital
9. Inventories
49
10. Payables
49
PART F
Non-financial assets and liabilities
11. Property, plant and equipment
49
PART G
Funding, capital management and equity
12. Contributed equity
50
13. Reserves
51
14. Dividends
51
15. Risk management
51
PART H
Risk management
16. Events occurring after the reporting period
54
PART I
Unrecognised items
17. Commitments
54
18. Contingencies
54
19. Subsidiaries
54
PART J
Other
20. Related party transactions
55
21. Parent entity financial information
55
22. Share-based payments
55
23. Remuneration of auditors
57
24. Accounting policies
58
Index of notes to the consolidated financial statements
For personal use only
Annual Report FY24 | Atlas Pearls | 41
PART A - Basis of preparation
1.
Basis of preparation
1.1
BASIS OF PREPARATION
The financial statements cover the consolidated entity of Atlas
Pearls Ltd and its subsidiaries. Atlas Pearls is a listed public Company,
incorporated and domiciled in Australia.
A description of the nature of the consolidated entity’s operations
and its principal activities is included in the review of operations and
activities in the Directors’ report, which, is not part of these financial
statements. The financial statements were authorised for issue by
the Directors on 29 August 2024. The Directors have the power to
amend and reissue the financial statements.
These general-purpose financial statements have been prepared
in accordance with Australian Accounting Standards, and other
authoritative pronouncements of the Australian Accounting
Standards Board (AASB), IFRS, and the Corporations Act 2001. Atlas
Pearls is a for-profit entity for the purpose of preparing financial
statements.
These financial statements have been prepared under the historical
cost basis, financial assets and liabilities (including derivative
instruments) at fair value through profit or loss, and biological assets
and inventories at fair value less cost to sell.
The accounting policies are consistent with those disclosed in
the 2023 financial statements, except for the impact of all new or
amended standards and interpretations.
1.2
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgment in the process of applying the Group’s
accounting policies. The Directors evaluate estimates and
judgements incorporated into the financial report based on
historical knowledge and best available current information.
Estimates assume a reasonable expectation of future events, and
are based on current trends and economic data, obtained both
externally and within the Group. Actual results may differ from these
estimates under different assumptions and conditions and may
materially affect financial results or the financial position reported in
future periods.
The areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to the
financial statements are detailed below:
•
Determination of market value of biological assets – see note 4
•
Property, plant and equipment depreciation rates - see note 11
•
Valuation of share-based payments – see note 22
PART B - Financial performance
2.
Segment reporting
The Group has identified its operating segments based on internal
reports that are reviewed and used by the Board of Directors
and management team (the chief operating decision makers)
in assessing performance and in determining the allocation of
resources.
DISAGGREGATION OF REVENUE
The Group derives revenue from the transfer of goods at a point
in time in major product lines and geographical regions as shown
below.
The operating segments are identified by management based
on the location in which the product is sold, whether Australia
or Indonesia. Discrete financial information about each of these
operating businesses is reported to the Board of Directors and
management team on at least a monthly basis.
The accounting policies used by the Group in reporting segments
are the same as those detailed throughout the financial statements
and in the prior period, except as detailed below.
INTER-ENTITY SALES
Inter-entity sales are recognised on a cost-plus arrangement as per
the Advance Pricing Agreement (APA), which was effective 1 July
2021 through to 30 June 2025. The transfer price terms per the APA
are between 11.8% and 16.47%. These transactions are eliminated
within the internal reports. The revenue from external parties,
reported to the chief operating decision makers is measured in a
manner consistent with that in the statement of profit or loss and
other comprehensive income.
It is the Group’s policy that if items of revenue and expense are
not allocated to operating segments, then any associated assets
and liabilities are also not allocated to segments. This is to avoid
asymmetrical allocations within segments which management
believe would be inconsistent.
Segment revenue reconciles to total revenue from contracts
with customers in the statement of profit or loss and other
comprehensive income as follows:
2024
2023
Total segment revenue
64,800,428
46,877,358
Inter-segment eliminations
(23,094,817)
(19,677,199)
Total revenue from contracts
with customers (note 3)
41,705,611
27,200,159
Notes to the consolidated financial statements
For personal use only
42 | Atlas Pearls | Annual Report FY24
2.1
SEGMENT INFORMATION PROVIDED TO THE BOARD OF DIRECTORS AND MANAGEMENT TEAM
The segment information provided to the Board of Directors and management team for the reportable segments for the year ended
30 June 2024 is as follows:
Loose pearls and by-product
30 June 2024
NOTE
Australia
$
Indonesia
$
Total
$
Total segment revenue
39,766,618
25,033,810
64,800,428
Inter-segment revenue
-
(23,094,817)
(23,094,817)
Revenue from external customers
3.1
39,766,618
1,938,993
41,705,611
Timing of revenue recognition
At a point in time
39,766,618
1,938,993
41,705,611
Over time
-
-
-
39,766,618
1,938,993
41,705,611
Normalised EBITDA
2.2(IV)
19,401,764
3,230,914
22,632,678
Adjusted net operating profit before income tax
2.2(I)
19,559,508
3,013,675
22,573,183
Depreciation and amortisation
5
76,068
245,736
321,804
Revaluation of biological assets
-
(17,395,029)
(17,395,029)
TOTAL SEGMENT ASSETS
2.2(II)
18,262,322
50,921,731
69,184,053
Total assets include:
Additions to non-current assets
8,101
1,843,074
1,851,175
TOTAL SEGMENT LIABILITIES
2.2(III)
(903,860)
(3,295,410)
(4,199,270)
The segment information provided to the Board of Directors and management team for the reportable segments for the year ended
30 June 2023 is as follows:
Loose pearls and by-product
30 June 2023
Australia
$
Indonesia
$
Total
$
Total segment revenue
26,365,847
20,511,511
46,877,358
Inter-segment revenue
-
(19,677,199)
(19,677,199)
Revenue from external customers
26,365,847
834,312
27,200,159
Timing of revenue recognition
At a point in time
26,365,847
834,312
27,200,159
Over time
-
-
-
26,365,847
834,312
27,200,159
Normalised EBITDA
7,073,425
2,731,616
9,805,041
Adjusted net operating profit before income tax
6,859,569
2,594,382
9,453,951
Depreciation and amortisation
111,962
178,982
290,944
Revaluation of biological assets
-
(641,493)
(641,493)
TOTAL SEGMENT ASSETS
7,651,584
31,616,644
39,268,228
Total assets include:
Additions to non-current assets
31,322
2,123,989
2,155,311
TOTAL SEGMENT LIABILITIES
(628,574)
(3,145,171)
(3,773,745)
Revenues of $13.2M are derived from two external customers representing more than 10% of revenue (2023: $8.2M). These revenues are
attributed to the Australian loose pearls and by-product segment.
For personal use only
Annual Report FY24 | Atlas Pearls | 43
2.2
OTHER SEGMENT INFORMATION
(I)
ADJUSTED NET OPERATING PROFIT
The Board of Directors and the management team review the
performance of each segment on a monthly basis by analysing the
segment’s net operating profit before tax. A segment’s net operating
profit before tax excludes non-operating income and expenses
such as interest paid and received, foreign exchange gains and
losses whether realised or unrealised, fair value gains and losses, and
impairment charges.
A reconciliation of adjusted net operating profit/(loss) before income
tax is provided as follows:
2024
$
2023
$
Segment net operating profit before tax
22,573,183
9,453,951
Changes in fair value of biological and
agricultural assets
17,395,029
641,493
Foreign exchange gains / (losses)
(156,291)
(381,555)
TOTAL PROFIT BEFORE INCOME TAX
FROM OPERATIONS
39,811,921
9,713,889
(II)
SEGMENT ASSETS
Assets are allocated based on the operations of the segment and
the physical location of the asset. Reportable segments’ assets are
reconciled to total assets as follows:
2024
$
2023
$
Segment assets
69,184,053
39,268,228
Unallocated:
Joint venture loans
-
571
Deferred tax assets
669,071
797,111
TOTAL ASSETS AS PER THE STATEMENT
OF FINANCIAL POSITION
69,853,124
40,065,910
The total of non-current assets other than financial instruments and
deferred tax assets located in Australia is $203,491 (30 June 2023:
$30,770,942). The total located in Indonesia is $28,846,630
(30 June 2023: $20,575,033).
(III)
SEGMENT LIABILITIES
Liabilities are allocated based on the operations of the segment and
the physical location of the asset. Reportable segments’ liabilities are
reconciled to total liabilities as follows:
2024
$
2023
$
Segment liabilities
4,199,270
3,773,745
Unallocated:
Current tax liabilities
3,486,782
124,098
Lease liabilities
287,432
223,131
Deferred tax liabilities
6,354,104
1,860,885
TOTAL LIABILITIES AS PER THE
STATEMENT OF FINANCIAL POSITION
14,327,588
5,981,859
(IV)
NORMALISED EBITDA RECONCILIATION
2024
$
2023
$
Net profit before tax
39,811,921
9,713,889
Interest expense / (income)
(262,309)
60,146
Depreciation/amortisation
321,804
290,944
Foreign exchange loss
156,291
381,555
Agriculture standard revaluation (gain)
(17,395,029)
(641,493)
NORMALISED EBITDA
22,632,678
9,805,041
3.
Revenue
3.1
REVENUE FROM CONTRACTS WITH CUSTOMERS
2024
$
2023
$
Sale of goods
41,705,611
27,200,159
TOTAL REVENUE FROM CONTRACTS
WITH CUSTOMERS
41,705,611
27,200,159
Refer to note 2.1 for the disaggregation of revenue.
3.2
OTHER INCOME
2024
$
2023
$
Interest income
296,469
14,067
Other
224,528
-
TOTAL OTHER INCOME
520,997
14,067
MATERIAL ACCOUNTING POLICY
Revenue from contracts with customers
Revenue is recognised when the Group transfers control of
products to a customer at the amount to which the Group
expects to be entitled. The amount of revenue arising on a
transaction is usually determined by an agreement between
the Group and the customer.
Sale of Goods - Wholesale
The Group produces and sells pearls in the wholesale market.
Revenue from the sale of goods is recognised at a point in time
when control of the product is transferred to the customer,
which is typically on delivery.
Sale of Goods - Retail
The Group operates an online retail store and farm experience
stores selling pearl jewellery. Revenue from the sale of goods
is recognised when the Group transfers control of the product
to the customer, which is typically at the point of sale.
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44 | Atlas Pearls | Annual Report FY24
4. Biological assets
2024
$
2023
$
Current
Oysters – at fair value
14,499,738
8,916,104
TOTAL CURRENT BIOLOGICAL ASSETS
14,499,738
8,916,104
Non-current
Nuclei
303,323
-
Oysters – at fair value
21,017,348
11,340,618
TOTAL NON-CURRENT BIOLOGICAL ASSETS
21,320,671
11,340,618
TOTAL BIOLOGICAL ASSETS
35,820,409
20,256,722
Biological assets recognised as current assets on the statement of financial position represent
the estimated value of the pearls to be harvested within the next 12 months.
The details of the biological assets that are held by the Group as at
year end are as follows:
MATERIAL ACCOUNTING POLICY
Agricultural assets include pearl oysters, both seeded and
unseeded. Seeded oysters are measured at their fair value less
estimated husbandry costs. The fair value of these biological
assets is determined by using the present value of expected
net cash flows from the oysters, discounted using a pre-tax
market determined rate. The fair value of unseeded oysters is
determined by reference to market prices for this type of asset
in Indonesia. Changes in fair value less estimated husbandry
costs of these assets are recognised in the consolidated
statement of profit or loss and other comprehensive income in
the period they arise
MATERIAL JUDGEMENT
Fair value should reflect market participant views and market
data at the measurement date under current market
conditions. The valuation of oysters contains both observable
and unobservable inputs. The Group carefully considered
these inputs when assessing the fair value of oyster stocks. A
fair valuation uplift of $17,395,029 (2023: $641,493 increase) is
included in the valuation of biological assets, representing an
average fair value per pearl of $52 less costs to sell.
The Group is exposed to financial risk in respect of its involvement
in primary production, which consists of the breeding and rearing
of oysters for the purpose of producing pearls. The primary financial
risk associated with this activity occurs due to the length of time
between the expenditure of cash in relation to the operation of the
farm, the harvesting of the pearls, and realisation of cash receipts
from the sale to third parties. The Group ensures that it maintains
sufficient working capital to sustain its operations through any delays
in cash flow that may be reasonably foreseen.
Level 3 analysis: The finance and operations departments undertake
the valuation of the oysters. The calculations are considered to be
level 3 fair values, as described in note 15.5 (B). The data is taken
from internal management reporting and work completed by the
executive within the respective field teams to determine the material
inputs to the model. The key production inputs are confirmed with
the relevant executives and agreed with the Board of Directors every
six months. These are listed in note 4.1.
The following table presents the group’s biological assets measured
and recognised at fair value at 30 June 2024 and 30 June 2023 on a
recurring basis:
30 June 2024
Level 1
Level 2
Level 3
Total
$
$
$
$
Assets
Biological assets
-
-
35,820,409
35,820,409
TOTAL ASSETS
-
-
35,820,409
35,820,409
30 June 2023
Level 1
Level 2
Level 3
Total
$
$
$
$
Assets
Biological assets
-
-
20,256,722
20,256,722
TOTAL ASSETS
-
-
20,256,722
20,256,722
4.1
KEY PRODUCTION ASSUMPTIONS
In the current reporting period, management has introduced changes
to the methodology used in calculating the fair value of oysters.
Previously, future pearl quality was forecast based on the weight
and category of pearls harvested in the prior 12-month period.
Recognising the inherent volatility and cyclical nature of harvest
quality, an alternative predictor of future pearl quality has been
identified, where management model various future pearl quality
scenarios, expressed as an average index score, calculated with
reference to each element of the grading assessment (size, colour,
shape, and grade). This metric compares harvest quality between
For personal use only
Annual Report FY24 | Atlas Pearls | 45
sites over time independent of market demand. Management then exercises judgement to determine the most likely scenario over the next
two years, and subsequently applies it in the valuation model.
Additionally, the previous methodology calculated future revenues based on forecasted JPY per momme for projected harvested pearls. In
response to the shift in our main trading currency to USD, management has opted to calculate revenue based on USD per pearl.
All other assumptions integral to the fair valuation calculation of oysters remain unchanged. The key assumptions utilised to determine the fair
market value of oysters are detailed below:
Input
2024
2023
2024 Assumptions
2023 Assumptions
Average selling price per pearl
$52
¥15,518 per
momme1
Based on sale prices achieved over prior
three reporting periods.
Based on sale prices achieved over prior
three reporting periods.
USD exchange rate
US$ 0.72
N/A
Based on the forward USD price per a
financial institution.
N/A
Yen exchange rate
N/A
¥95.97
N/A
Based on the forward JPY price per a
financial institution.
Pearl quality scenario
Medium
N/A
Based on management assessment.
N/A
Average pearl size
N/A
0.38
N/A
Based on harvest results achieved over
prior five reporting periods.
Proportion of marketable grade
N/A
34%
N/A
Based on harvest results achieved over
prior five reporting periods.
Discount rate
20%
20%
No change to prior period.
Based on analysis of comparable primary
producers.
Mortality
14%
16%
Based on current harvest mortality rates.
Based on current harvest mortality rates.
Average unseeded oyster value
$1.73
$1.91
Based on historical independent
valuation.
Based on historical independent
valuation.
Costs to complete
$0.86
$0.59
Based on current average.
Based on current average.
Costs to sell
$1.84
$1.61
Based on current average.
Based on current average.
Notes:
1.
Based on the previous M2M model.
4.2
SENSITIVITY ANALYSIS – OYSTERS
The following tables summarise the potential impact of changes in the key non-production-related variables on the fair value oyster adjustment:
Pearl Quality Scenario
Very Low
Low
Medium
High
Very High
Discount rate
Profit $
Profit $
Profit $
Profit $
Profit $
22%
(5,211,315)
(2,768,775)
(611,670)
3,824,680
8,056,594
20%
(4,695,182)
(2,201,854)
-
4,522,449
8,835,708
18%
(4,157,896)
(1,611,633)
636,882
5,248,997
9,646,885
Pearl Quality Scenario
Very Low
Low
Medium
High
Very High
Pricing
Profit $
Profit $
Profit $
Profit $
Profit $
>10%
(251,144)
2,491,518
4,913,557
9,888,251
14,632,836
0%
(4,695,182)
(2,201,854)
-
4,522,449
8,835,708
<10%
(9,139,221)
(6,895,225)
(4,913,557)
(843,353)
3,038,581
Pearl Quality Scenario
Very Low
Low
Medium
High
Very High
FX Rate
Profit $
Profit $
Profit $
Profit $
Profit $
>10%
(251,144)
2,491,518
4,913,557
9,888,251
14,632,836
0%
(4,695,182)
(2,201,854)
-
4,522,449
8,835,708
<10%
(9,139,221)
(6,895,225)
(4,913,557)
(843,353)
3,038,581
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46 | Atlas Pearls | Annual Report FY24
5.
Expenses
5.1
ADMINISTRATION EXPENSES
2024
$
2023
$
Salaries and wages
5,748,210
4,221,452
Depreciation / amortisation
321,804
290,944
Occupancy costs
204,668
115,370
Compliance and accounting
598,848
450,595
Travel
588,606
386,595
Other
1,386,280
642,905
TOTAL ADMINISTRATION EXPENSES
8,848,416
6,107,861
5.2
FINANCE COSTS
2024
$
2023
$
Interest and finance charges payable
19,527
55,893
Interest from lease liabilities
14,599
18,320
TOTAL FINANCE COSTS
34,126
74,213
5.3
OTHER EXPENSES
2024
$
2023
$
Net loss on foreign exchange
156,291
381,555
Share-based payment expenses
(refer to note 22.4)
118,401
175,328
Other
214,607
105,897
TOTAL OTHER EXPENSES
489,299
662,780
6.
Earnings
2024
$
2023
$
Basic earnings per share (cents per share)
7.37
2.14
Diluted earnings per share (cents per share)
7.11
2.14
6.1
EARNINGS RECONCILIATION
2024
$
2023
$
Net profit used for basic earnings
31,469,016
9,087,744
2024
2023
Weighted average number of ordinary shares
outstanding during the period used for the
calculation of basic earnings per share
427,186,130
424,809,620
Adjustments for calculation of diluted
earnings per share
15,312,755
18,689,466
Weighted average number of potential
ordinary shares outstanding during
the year used for calculation of diluted
earnings per share
442,498,885
443,499,086
Diluted earnings per share is calculated after taking into
consideration all options and any other securities that were on issue
that remain unconverted at 30 June 2024 as potential ordinary
shares, which may have a dilutive effect on the profit of the Group.
Ordinary shares issued to employees under the Atlas Pearls Ltd
Employee Share and Incentive Plan are considered to be potential
ordinary shares and have been included in the determination of
diluted earnings per share to the extent that they are dilutive.
For personal use only
Annual Report FY24 | Atlas Pearls | 47
PART C - Tax
7.
Tax
7.1
INCOME TAX EXPENSE
2024
$
2024
$
(A) THE COMPONENTS OF TAX EXPENSE/(BENEFIT) COMPRISE:
Current tax
3,721,646
474,957
Deferred tax
4,621,259
314,179
Prior period (over) provision
-
(162,994)
INCOME TAX EXPENSE
8,342,905
626,145
(B) DEFERRED INCOME TAX (REVENUE) EXPENSE INCLUDED IN INCOME TAX EXPENSE COMPRISES:
Decrease/(increase) in deferred tax assets (excluding tax losses) (note 7.2)
128,040
56,997
(Decrease)/increase in deferred tax liabilities (note 7.2)
-
94,188
Decrease/(increase) in opening balances
4,493,219
162,994
DEFERRED TAX EXPENSE
4,621,259
314,179
(C) NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX PAYABLE:
Profit before income tax expense
39,811,922
9,713,889
Tax at the Australian tax rate of 25% (30 June 2023: 25%)
9,952,980
2,428,471
Tax effect of amounts which are not deductible in calculating taxable income:
Non-deductible expenses
82,961
64,642
Sundry items
996
(14,840)
Permanent differences
(27,998)
6,475
Difference in overseas tax rates
(78,787)
(64,767)
Income tax (over) provided in previous years
154,806
(162,994)
Capital losses included in current year and not recognised
59,896
-
Utilisation of tax losses
(1,801,949)
(1,630,842)
INCOME TAX EXPENSE
8,342,905
626,145
Weighted average effective tax rates
21%
6%
(D) DEFERRED INCOME TAX AT 30 JUNE RELATES TO THE FOLLOWING:
Deferred tax liabilities
Fair value adjustment on biological assets
(4,368,918)
(133,390)
Prepayments
(14,152)
5,189
Other
(48,056)
34,012
Unrealised foreign exchange gain
(62,093)
-
Deferred tax assets
Difference in accounting and tax depreciation
(47,811)
(69,422)
Stock
(10,855)
(58,404)
Accruals
16,508
(25,685)
Provisions
(55,365)
86,144
Other
(30,518)
10,371
DEFERRED (INCOME)
(4,621,260)
(151,185)
For personal use only
48 | Atlas Pearls | Annual Report FY24
7.2
TAX ASSETS AND LIABILITIES
2024
$
2024
$
(A) LIABILITIES
CURRENT
Income tax payable
3,496,781
124,098
NON-CURRENT
Deferred tax liabilities comprise of
temporary differences attributable to:
Agricultural and biological assets at fair value
6,208,304
1,839,386
Prepayments
19,123
4,971
Unrealised foreign exchange gains
62.093
-
Other
64,584
16,528
TOTAL DEFERRED TAX LIABILITIES
6,354,104
1,860,885
(B) ASSETS
Deferred tax assets comprise of temporary
differences attributable to:
Agricultural and biological assets at fair value
23,505
34,360
Accruals
16,508
-
Provisions
574,494
629,859
Tax allowances relating property, plant and
equipment
2,705
50,516
Other
51,859
82,376
669,071
797,111
Previously recognised deferred tax assets
-
-
Tax losses recognised
-
-
TOTAL DEFERRED TAX ASSETS
669,071
797,111
(C) RECONCILIATIONS
The overall movement in deferred tax
account is as follows:
Opening balance
(1,063,771)
(912,583)
(Charge) to statement of profit or loss and
other comprehensive income
(4,621,260)
(314,179)
Decrease in opening balances
-
162,994
CLOSING BALANCE
(5,685,030)
(1,063,768)
MATERIAL JUDGEMENT
Deferred tax assets
Deferred tax assets and liabilities have been bought to
account after considering the level of tax losses carried
forward and available to the Group against future taxable
profits and the probability within the future that taxable
profits will be available against which the benefits of the
deductible temporary difference can be claimed.
Losses can be carried forward indefinitely and have no expiry
date, provided the loss recoupment test can be satisfied. The
balance of losses available to the Group at 30 June 2024 is
$1,764,853 (30 June 2023: $9,042,671).
PART D - Cash flow information
8.
Cash and cash equivalents
2024
$
2023
$
Cash at bank
17,623,315
7,845,286
BALANCES PER STATEMENT OF CASH
FLOWS
17,623,315
7,845,286
Risk exposure
The Group’s exposure to interest rate risk is disclosed in note 15. The
maximum exposure to credit risk at the reporting date is the carrying
amount of each class of cash and cash equivalents mentioned above.
8.1
NOTES TO THE CASH FLOW STATEMENT
8.1.1
RECONCILIATION OF CASH
For the purposes of the statement of cash flows, and in line with
the accounting policy, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-
term high liquid investments, with original maturity of three months
or less that are readily convertible to known amounts of cash, and
which are subject to an insignificant risk of change in value, and bank
overdrafts.
Cash at the end of the financial period as shown in the statement
of cash-flows is reconciled to the related items in the statement of
financial performance as noted above.
8.1.2
RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME
TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES
2024
$
2023
$
Profit after income tax
31,469,016
9,087,744
Depreciation / amortisation
321,804
290,944
Share-based payments expense
118,401
175,328
Foreign exchange loss / (gain) unrealised
283,101
(253,472)
Agricultural asset fair value (gains) / losses
(17,395,029)
(641,493)
Decrease/(increase) in trade and other
receivables
(512,343)
(145,896)
Decrease/(increase) in inventories
(1,989,166)
(1,325,938)
(Decrease)/increase in trade and other
payables
(257,178)
(1,252)
Increase/(decrease) in provision
613,317
15,570
Increase/(decrease) in taxes
8,005,775
1,248,457
NET CASH OBTAINED IN OPERATING
ACTIVITIES
20,657,698
8,449,992
As at the date of this report the Company has not entered into any
non-cash financing or investing activities.
8.1.3
CREDIT FACILITIES
As at 30 June 2024 the Company had in place a bank overdraft loan
facility with the National Australia Bank with a limit of $2.5M (30 June
2023: $2.5M). As at 30 June 2024 no amount has been drawn down
on this facility (30 June 2023: nil).
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Annual Report FY24 | Atlas Pearls | 49
PART E - Working capital
9. Inventories
2024
$
2023
$
Pearls
6,599,343
3,017,706
Jewellery
541,020
302,148
TOTAL INVENTORY
7,140,363
3,319,854
No.
No.
NUMBER OF PEARLS ON HAND
224,141
100,174
SIGNIFICANT JUDGEMENT
Pearl and jewellery inventory is held at cost and value
assessed based on the fair value of oyster stock at time of
harvest. At each reporting date, pearl inventory is reviewed
to ensure it is valued at the lower of cost and net realisable
value. At 30 June 2024, nil write off of pearl stocks has been
recorded (30 June 2023: nil).
Net realisable value: Net realisable value is the estimated
selling price in the ordinary course of business less the
estimated costs necessary to make the sale.
10.
Payables
2024
$
2023
$
Current
Trade payables
390,605
659,440
Provisions
3,590,969
2,971,185
Other payables and accrued expenses
178,977
97,934
TOTAL CURRENT PAYABLES
4,160,551
3,728,559
Non-Current
Provisions1
38,720
45,186
TOTAL NON-CURRENT PAYABLES
38,720
45,186
TOTAL PAYABLES
4,199,271
3,773,745
Notes:
1.
Non-current provisions comprise accrued long service leave for employees with
more than five years of tenure with the Company.
PART F - Fixed assets and liabilities
11.
Property, plant and equipment
2024
$
2023
$
(A) NON-PEARLING ASSETS
Plant and equipment
- at cost
596,068
594,421
- accumulated depreciation
(516,890)
(503,130)
79,178
91,291
Leasehold improvements
- at cost
278,495
299,596
- accumulated depreciation
(251,776)
(262,169)
26,719
37,427
Total non-pearling assets
105,897
128,718
Land (leasehold and freehold) and buildings
- at cost
3,186,691
3,388,595
- accumulated depreciation
(987,807)
(971,274)
2,198,884
2,417,321
Plant and equipment, vessels, vehicles
- at cost
14,216,946
13,680,437
- accumulated depreciation
(9,459,641)
(9,297,746)
4,757,305
4,382,691
Total pearling project
6,956,189
6,800,012
TOTAL PROPERTY, PLANT AND
EQUIPMENT
7,062,086
6,928,730
Reconciliations of the carrying amount for each class of property,
plant and equipment are set out below:
2024
$
2023
$
(A) NON-PEARLING ASSETS
Plant and equipment
Carrying amount at beginning of the year
91,291
93,116
Additions
33,930
38,369
Reclassifications/disposals
(14,164)
(3,552)
Depreciation
(24,885)
(38,637)
Foreign exchange movement
(6,994)
1,995
Carrying amount at end of the year
79,178
91,291
Leasehold Improvements
Carrying amount at beginning of the year
37,426
57,675
Additions
-
-
Reclassifications/disposals
-
-
Depreciation
(7,915)
(21,235)
Foreign exchange movement
(2,792)
987
Carrying amount at end of the year
26,719
37,427
Total non-pearling assets
105,897
128,718
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50 | Atlas Pearls | Annual Report FY24
2024
$
2024
$
(B) PEARLING PROJECT
Leasehold land and buildings
Carrying amount at beginning of the year
2,417,321
1,698,651
Additions
956,102
1,640,577
Reclassifications/disposals
(865,883)
(840,576)
Depreciation
(100,265)
(129,835)
Foreign exchange movement
(208,391)
48,504
Carrying amount at end of the year
2,198,884
2,417,321
Plant and equipment, vessels, and
vehicle
Carrying amount at beginning of the year
4,382,691
4,056,439
Additions
861,143
476,365
Reclassifications/disposals
865,883
840,576
Depreciation
(974,591)
(1,106,516)
Foreign exchange movement
(377,821)
115,827
Carrying amount at end of the year
4,757,305
4,382,691
Total pearling project assets
6,956,189
6,800,012
TOTAL CARRYING AMOUNT –
PROPERTY, PLANT AND EQUIPMENT
7,062,086
6,928,730
Reconciliation of depreciation to the Statement of Profit or Loss and
Other Comprehensive Income:
2024
$
2024
$
Depreciation charge
1,107,656
1,296,223
Capitalised depreciation charge
(772,970)
(1,061,607)
Depreciation of property, plant and
equipment (PPE)
334,686
234,616
Amortisation of intangible asset
-
-
Amortisation of Right-of-Use Asset
(12,882)
56,328
Depreciation / amortisation charge
(Note 5)
321,804
290,944
MATERIAL ESTIMATE
Depreciation on property, plant and equipment is calculated
on a straight-line basis so as to write off the cost or valuation
of property, plant and equipment over their estimated useful
lives, commencing from the time the asset is held ready for
use. The depreciation rates used for each class of depreciable
assets are unchanged: Freehold Buildings (5-10%), Leasehold
Land and Buildings improvements (5-10%), Vessels (10%),
and Plant and Equipment (10-50%). Depreciation on
property, plant and equipment which are directly related to
Biological Assets are capitalised to the carrying amount of
Biological Assets.
The estimations of useful lives, residual values and
depreciation methods require significant management
judgements and are regularly reviewed. If they need to be
modified, the depreciation and amortisation expense is
accounted for prospectively from the date of the assessment
until the end of the revised useful life (for both the current
and future years).
Construction in Progress
Included in pearling project land (leasehold and freehold)
and buildings is $1,027,605 (30 June 2023: $1,073,298) which
represents construction of buildings in progress at cost.
These expenses will be capitalised within property, plant and
equipment when a project is completed.
PART G - Funding, capital management
and equity
12.
Contributed equity
2024
No.
2023
No.
2024
$
2023
$
Issued and fully
paid-up capital
433,622,379
427,871,758
37,241,851
36,857,415
Ordinary shares
Balance at
beginning of year
427,871,758
427,871,758
36,857,415
36,857,415
Shares issued
5,750,621
-
384,436
-
Balance at end
of year
433,622,379
427,871,758
37,241,851
36,857,415
Treasury shares
Balance at
beginning of year
3,062,138
3,062,138
Shares released
-
-
Balance at end
of year
3,062,138
3,062,138
Treasury shares are shares in Atlas Pearls that are held by the Atlas
Pearls Ltd Executive Share Plan Trust for the purpose of issuing shares
under the Atlas South Sea Pearl Employee share plan. No treasury
shares were issued during the financial year ended 30 June 2024
(30 June 2023: nil).
For personal use only
Annual Report FY24 | Atlas Pearls | 51
(i)
RIGHTS
Holders of ordinary shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at
shareholders’ meetings. In the event of winding up of the Company,
ordinary shareholders rank after all other shareholders (where
applicable) and creditors, and are fully entitled to any proceeds of
liquidation in proportion to the number of shares held.
(ii)
OPTIONS
There are 14,643,644 unlisted options on issue at 30 June 2024 (2023:
17,808,068). Information relating to the Atlas Pearls Ltd Employee
Share and Incentive Plan, including details of options issued,
exercised and lapsed during the financial year and the options
outstanding at the end of the reporting period are set out in note 22.
(iii)
CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to safeguard their
ability to continue as a going concern, so that they can continue to
provide returns to shareholders and benefits for other stakeholders, and
to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or sell assets to reduce debt. The
Group has a net gearing ratio of nil at 30 June 2024 (30 June 2023: nil)
The Group has no external requirements imposed upon it in relation
to capital structure.
13.
Reserves
2024
$
2023
$
Foreign currency translation reserve
(11,627,182)
(9,088,702)
Employee share reserve
1,283,242
1,164,841
Revaluation reserve
179,179
179,179
Total reserves
(10,164,761)
(7,744,682)
Movements:
Foreign currency translation reserve1
Balance at beginning of year
(9,088,702)
(9,534,846)
Currency translation differences arising
during the year
(2,538,480)
446,144
Balance at end of year
(11,627,182)
(9,088,702)
Employee share reserve2
Balance at beginning of year
1,164,841
989,514
Movement in employee share reserve
118,401
175,327
Balance at end of year
1,283,242
1,164,841
Revaluation reserve3
Balance at beginning of year
179,179
179,179
Balance at end of year
179,179
179,179
Notes:
1.
The foreign currency translation reserve records exchange differences arising on
translation of foreign controlled subsidiaries to the reporting currency.
2.
The employee share reserve records the value of equity portion of remuneration
paid to employees in the form of shares or other equity instruments.
3.
The revaluation reserve records the value of increase in the carrying value of assets
as a result of revaluation.
14.
Dividends
14.1
DIVIDEND FRANKING ACCOUNT
2024
$
2023
$
Dividend franking account
Franking credits available to shareholders of
the Company for subsequent financial years
based on a tax rate of 25%
-
1,305,572
The above amounts represent the balance of the franking account
as at the end of the financial period adjusted for:
(i)
Franking credits that will arise from the payment of the amount
of the provision for income tax;
(ii)
Franking debits that will arise from the payment of dividends
recognised as a liability at the reporting date; and
(iii) Franking credits that will arise from the receipt of dividends
recognised as receivables at the reporting date.
14.2
DIVIDENDS PAID
Dividends paid during the financial year were as follows:
2024
$
2023
$
Special dividend of 0.35 cents per ordinary
share paid on 26 September 2023
1,497,552
-
Special dividend of 1.5 cents per ordinary
share paid on 22 March 2024
6,504,336
-
8,001,888
-
On 29 of August 2024 the Directors declared a final dividend for
the year ended 30 June 2024 of 1 cent per ordinary share to be
paid on the 27th of September 2024, a total estimated distribution
of $4,366,685 based on the number of shares on issue as at 30
June 2024. As the dividend was fully franked, there are no income
tax consequences for the owners of Atlas Pearls Ltd relating to this
dividend.
PART H - Risk management
15.
Risk management
15.1
FINANCIAL RISK
(I)
FINANCIAL RISK
The Group’s activities expose it to a variety of financial risks
(including currency risk, interest rate risk, and price risk), credit risk,
and liquidity risk. The Group uses sensitivity analysis in the case of
interest rate and foreign exchange risks, and ageing analysis for
credit risk. Risk management is carried out by the Board of Directors
and senior management.
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52 | Atlas Pearls | Annual Report FY24
The Group holds the following financial instruments:
2024
$
2023
$
Financial assets
Cash and cash equivalents
17,623,315
7,845,286
Trade and other receivables
870,517
300,619
TOTAL FINANCIAL ASSETS
18,493,832
8,145,905
Financial liabilities
Trade and other payables
390,605
706,253
Lease liabilities
287,432
223,131
TOTAL FINANCIAL LIABILITIES
678,037
929,384
(ii)
FOREIGN EXCHANGE RISK
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily with
respect to the Japanese Yen (JPY), Indonesian Rupiah (IDR) and US
Dollar (USD). Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities denominated in
a currency that is not the entity’s functional currency, and net
investments in foreign operations. The risk is measured using
sensitivity analysis and cash flow forecasting.
The Group manages their foreign exchange risk against their
functional currency. Group companies review exposure on a regular
basis and will undertake hedging, if deemed appropriate, under
guidance of the Board of Directors. The majority of the Group’s cash
reserves are held in Australian banks with AAA ratings.
GROUP SENSITIVITY ANALYSIS
Sensitivity analysis is based on exchange rates in USD and JPY
increasing or decreasing by 10% and the effect on profit and equity.
Statement of
financial position
amount AUD
Foreign exchange rate risk
30 June 2024
30 June 2023
-10%
10%
-10%
10%
2024
2023
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
Financial assets
Cash
7,845,286
1,157,754
-
(947,253)
-
622,701
-
(509,483)
-
Trade and other receivables
870,518
300,619
38,753
-
(31,707)
-
1,857
-
(1,519)
-
Financial liabilities
Trade and other payables
390,605
706,253
3,029
-
(2,479)
-
(2,820)
-
2,307
-
Total Increase/(Decrease)
-
(981,439)
-
621,738
-
(508,695)
-
Trade debtors relate to sales made in JPY and USD. Not shown in the
table above is the exposure to exchange movements on the inter-
company loans made to the Indonesian subsidiaries. The loans are
held in IDR and revalued to AUD at each year end. The loan balance
as at 30 June 2024 was$2,175,342 (30 June 2023: $3,690,050). The
inter-company loans are eliminated on consolidation.
The carrying amount of the consolidated entity’s foreign currency
denominated financial assets and financial liabilities at the reporting
date were as follows:
Assets
Liabilities
2024
2023
2024
2023
$’000
$’000
$’000
$’000
JPY
4,075,752
2,934,509
20,493
25,382
USD
6,740,568
3,025,845
-
-
10,816,320
5,960,354
20,493
25,382
(iii)
PRICE RISK
The Group is exposed to fluctuations in pearl prices, both increases
and decreases. This product is not traded as a commodity on an
open market and as such the price risk cannot be hedged.
15.2
CREDIT RISK
Credit risk is managed on a Group basis. Credit risk arises from cash
and cash equivalents, derivative financial instruments, as well as
credit exposures to customers, including outstanding receivables.
The Group considers the credit quality of the customer, taking into
account its financial position, past experience, and other factors.
Sales to retail customers are required to be settled in cash or using
major credit cards, thus mitigating credit risk.
The maximum exposure to credit risk at the reporting date is the
carrying amount of the financial assets as summarised below.
All cash balances held at banks are held at internationally recognised
institutions. The Australian Government has guaranteed all deposits
held with Australian banks; cash held in Indonesia is not covered
by this guarantee. Cash balances held in Australia are held with
financial institutions with a AA- credit rating. Cash balances held
in Indonesia are held with financial institution with an BBB- credit
rating. The majority of other receivables held are with related parties
and within the Group. Given this, the credit quality of financial assets
that are neither past due or impaired can be assessed by reference
to historical information about default rates.
Impairment of financial assets
The Group holds trade receivables that are subject to the expected
credit loss model. While cash and cash equivalents are also
subject to the impairment requirements of AASB 9, the identified
impairment loss was immaterial.
Trade receivables
The Group applies the AASB 9 simplified approach to measuring
the expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables. The expected credit losses have
been grouped based on shared credit risk characteristics and the
days past due.
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Annual Report FY24 | Atlas Pearls | 53
The assessment for expected credit losses requires a degree of
estimation and judgement. It is based on the lifetime expected
credit loss, grouped based on days overdue, and makes assumptions
to allocate an overall expected credit loss rate for each group.
These assumptions include recent sales experience, historical
collection rates, and forward-looking information that is available.
The allowance for expected credit losses is calculated based on the
information available at the time of preparation. The actual credit
losses in future years may be higher or lower.
Major purchases are invoiced as cash on delivery (COD). Smaller
accounts are provided 30-day credit terms and are usually paid by
their due date.
On that basis, the loss allowance as at 30 June 2024 and 30 June
2023 was determined to be nil.
Trade receivables are written off when there is no reasonable
expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group and failure
to make contractual payments for a period of greater than 120 days
past due.
Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of
amounts previously written off are credited against the same line item.
2024
$
2023
$
TRADE RECEIVABLES
Existing customers with no previous defaults
441,717
31,265
15.3
LIQUIDITY RISK
Prudent liquidity risk management implies maintaining sufficient cash,
the availability of funding through an adequate amount of committed
credit facilities, and the ability to close out market positions. The Group
manages liquidity risk by continuously monitoring forecast and actual
cash flows and matching the maturity profiles of financial assets and
liabilities. Management aims at maintaining flexibility in funding by
keeping committed credit lines available. Surplus funds are generally
only invested in instruments such as on-call deposits that are highly
liquid. Management monitors rolling forecasts of the Group’s liquidity
reserve (comprising the undrawn borrowing facilities below) and
cash and cash equivalents (Note 8) on the basis of expected cash
flows. This is generally carried out by the Senior Management and the
Board of Directors on a Group basis. In addition, the Group’s liquidity
management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, and
monitoring debt financing plans.
15.4
FINANCING ARRANGEMENTS
The Group had access to the following financing arrangements at
the reporting date:
2024
$
2023
$
Overdraft facility (NAB)
2,500,000
2,500,000
2,500,000
2,500,000
The overdraft facility with the National Australia Bank (NAB) is
secured by a registered company charge over the Company’s assets.
As at 30 June 2024 no amount has been drawn down on this facility
(30 June 2023: nil).
15.5
MATURITIES OF FINANCIAL LIABILITIES AND DERIVATIVE FINANCIAL INSTRUMENTS
The table below analyses the Group’s financial liabilities, net and gross settled derivative financial instruments, into relevant maturity groupings
based on their remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
Consolidated entity
30 June 2024
30 June 2023
Less than 6 months
6 - 12months
Between
1 and 2 Years
Between
2 and 5 Years
Total contractual
cash flows
Carrying amount
(asset)/ liabilities
Less than 6 months
6 - 12 months
Between
1 and 2 Years
Between
2 and 5 Years
Total contractual
cash flows
Carrying amount
(asset)/ liabilities
$
$
$
$
$
$
$
$
$
$
$
$
Non-derivatives
Trade payables
390,605
-
-
-
-
390,605
706,253
-
-
-
706,253
706,253
Lease liabilities
29,148
40,850
68,383
149,051
287,432
287,432
30,553
33,021
69,878
89,680
223,132
223,132
TOTAL NON-DERIVATIVES
419,753
40,850
68,383
149,051
287,432
678,037
736,806
33,021
69,878
89,680
929,385
929,385
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54 | Atlas Pearls | Annual Report FY24
(A)
FAIR VALUE HIERARCHY
AASB 13 requires disclosure of fair value measurements by level of
the following fair value measurement hierarchy:
a)
quoted prices (unadjusted) in active markets for identical
assets or liabilities (level 1)
b)
inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly
or indirectly (level 2), and
c)
inputs for the asset/liability that are not based on
observable market data (unobservable inputs) (level 3).
(B)
VALUATION TECHNIQUES USED TO DERIVE LEVEL 2
AND LEVEL 3 FAIR VALUES
The fair value of financial instruments that are not traded in an active
market (for example, over–the–counter derivatives) is determined
using valuation techniques. These valuation techniques maximise
the use of observable market data, where it is available, and rely as
little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument
is included in level 2. If one or more of the significant inputs is not
based on observable market data, the instrument is included in level
3. This is the case for unlisted equity securities.
The Group is exposed to financial risk in respect of its involvement
in primary production, which consists of breeding and rearing of
oysters for the purpose of producing pearls. The primary financial
risk associated with this activity occurs due to the length of time
between expenditure of cash in relation to the operation of the farm
and the harvesting of the pearls, and realisation of cash receipts from
sales to third parties. The Group ensures that it maintains sufficient
working capital to ensure that it can sustain its operation through
any delays in cash flow that may be reasonably foreseen.
Level 3 analysis: The finance and operations departments undertake
the valuation of the oysters. The calculations are considered to be
level 3 fair values. The data is taken from internal management
reporting and work completed by the executive within the
respective field teams to determine the material inputs in the
model. The key production inputs are confirmed with the relevant
executives and agreed with the Board of Directors every six months.
These are listed in point (C) below.
(i) Transfers between levels 2 and 3 and changes in valuation techniques
There were no transfers between the levels of the fair value hierarchy
in the period ended 30 June 2024 or 30 June 2023.
(C)
FAIR VALUE MEASUREMENTS USING SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3)
The following table presents the changes in level 3 instruments for
the period ended 30 June 2024:
2024
$
2023
$
Changes in fair value of oyster stock
Opening balances 30 June 2023
20,256,722
17,647,227
Due to new stock
3,818,335
2,868,438
Due to mortalities
(3,979,979)
(3,988,080)
Due to ageing
9,374,353
5,248,493
Due to harvests
(8,877,180)
(5,935,534)
Due to price changes
15,228,158
4,416,178
CLOSING BALANCE AT 30 JUNE 2024
35,820,409
20,256,722
The key assumptions utilised to determine the fair market value of
oysters are detailed in note 4.1.
PART I - Unrecognised items
16.
Events occurring after the
reporting period
On 29 August 2024, the Company declared a final fully franked
special dividend of 1.0 cent per share. The total value of the payment
is $4.4M. The record date is 13 September 2024, with a payment date
of 27 September 2024.
Since the end of the reporting period, the Company has issued
3,016,080 shares upon exercise of options issued under the Atlas
Pearls Ltd Employee Share and Incentive Plan.
Other than the matters disclosed above, there have been no other
significant events after the balance date which require disclosure.
17.
Commitments
As of 30 June 2024, Atlas Pearls had no material commitments that
require disclosure in this section.
18.
Contingencies
The Company’s historical tax affairs are regularly subject to audit by
the Indonesian Tax Office and this process remains ongoing. There
is a possibility that this review program may result in future tax
liabilities in relation to prior year tax returns. All assessments received
to date have been brought to account.
PART J - Other
19.
Subsidiaries
The consolidated financial statements incorporate the assets,
liabilities and results of the following subsidiaries in accordance with
the accounting policy described in note 24.2.
Name of entity
Class of shares
Percentage owned
Place of
incorporation
30 June
2024
30 June
2023
Perl’Eco Pty Ltd
Ord
100%
100%
Australia
Tansim Pty Ltd
Ord
100%
100%
Australia
Atlas Pearls Employee Share
Plan Pty Ltd
Ord
100%
100%
Australia
P.T. Cendana Indopearls
Ord
100%
100%
Indonesia
P.T Disthi Mutiara Suci
Ord
100%
100%
Indonesia
P.T Cahaya Bali
Ord
100%
100%
Indonesia
The ultimate parent entity, Atlas Pearls Ltd, is incorporated in Australia.
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Annual Report FY24 | Atlas Pearls | 55
20.
Related party transactions
(A)
SUBSIDIARIES
Interests in subsidiaries are set out in note 19.
(B)
KEY MANAGEMENT PERSONNEL
Detailed remuneration disclosures are provided in section 14.2 of the
Directors Report.
2024
$
2023
$
Short-term employment benefits
861,729
932,665
Long-term employment benefits
(1,677)
(8,564)
Post-employment benefits
78,102
65,119
Share-based compensation
76,511
38,353
1,014,665
1,027,573
(C)
TRANSACTIONS WITH OTHER RELATED PARTIES
2024
$
2023
$
Director fees payable1
6,013
1,706
Office lease expenses2
14,000
-
Expatriate medical insurance expenses3
-
11,123
20,013
12,829
1.
Non-Executive Director Cadell Buss.
2.
Office sub lease expenses from CSO Limited, a company Michael Ricci is also a
Director of.
3.
Expatriate medical insurance expenses relating to the spouse of Mark Longhurst,
KMP until 31 December 2022.
(D)
LOANS FROM RELATED PARTIES
Note 15.5 for detailed disclosures on financing arrangements.
2024
$
2023
$
Beginning of the year
-
1,125,000
Principal repayments
-
(1,125,000)
Interest charged
-
21,267
Interest paid
-
(21,267)
END OF YEAR
-
-
On 27 August 2020, the Group entered into a $4.5M loan agreement
with Boneyard Investments Pty Ltd (Boneyard) of which Director, Tim
Martin, is a related party. The loan was repaid in full on 30 September
2022.
(E)
CONTINGENT LIABILITIES RELATING TO
JOINT VENTURES
There were no contingent liabilities relating to Joint Ventures during
the year.
21.
Parent entity financial information
(A)
SUMMARY FINANCIAL INFORMATION
The individual financial statements for the parent entity show the
following aggregate amounts:
2024
$
2023
$
Statement of financial position
Current assets
18,086,815
7,443,642
Total assets
31,182,593
21,574,054
Current liabilities
4,007,726
3,372,330
Total liabilities
10,488,493
5,381,275
Net assets
20,694,100
16,192,779
Shareholders’ equity
Issued capital
37,241,855
36,857,417
Share-based payment reserve
1,283,242
1,164,842
Accumulated losses
(17,830,997)
(21,829,480)
Total equity
20,694,100
16,192,779
PROFIT FOR THE YEAR
10,909,914
5,547,233
TOTAL COMPREHENSIVE PROFIT
10,909,914
5,547,233
(B)
CONTINGENT LIABILITIES
The parent entity did not have any contingent liabilities as at 30 June
2024 (30 June 2023: nil). The parent entity did not provide financial
guarantees during the year (30 June 2023: nil).
22.
Share-based payments and options
22.1
EMPLOYEE SHARE PLAN
At the Extraordinary General Meeting on 29 April 2022 it was
resolved by the shareholders to approve the Atlas Pearls Ltd
Employee Share and Incentive Plan (Plan). The Board adopted the
Plan under which eligible participants may be granted options to
acquire shares in the Company. The Directors consider that the Plan
is an appropriate method to:
(a) Reward Directors, Executives, and employees for their
past performance
(b) Provide long-term incentives for participation in the
Company’s future growth
(c) Motivate Directors, Executives, employees, and generate
loyalty; and
(d) Assist to retain the services of valued Directors, Executives,
and employees
The Plan will be used as part of the remuneration planning for
Directors, Executives and employees. Under the Plan, participants are
granted options which can only vest if specific performance hurdles
are met. Participation in the Plan is at the Board’s discretion and no
individual has a contractual right to participate in the Plan or receive
any guaranteed benefits.
The Corporate Governance Council Guidelines recommend that
remuneration packages involve a balance between fixed and
incentive pay reflecting short and long-term performance objectives
appropriate to the Company’s circumstance and goals. The Board
considers that the Plan will assist the Company in structuring the
remuneration packages of its Executives in accordance with the
guidelines.
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56 | Atlas Pearls | Annual Report FY24
An option which has not vested will immediately lapse upon the first to occur of:
i
The expiry of the option period;
ii
If an eligible person’s employment or engagement with the Company ceases because of an uncontrollable event, six months (or such
other period as the Board will in its absolute discretion determine) from the date on which the eligible person ceased that employment or
engagement
iii. If an eligible Person’s employment or engagement with the Company ceases because of a controllable event, the last day of any period
specified in clause 25(b), subject to clause 25(a).
22.2
OPTIONS ON ISSUE
The Group has the following equity compensation arrangements to remunerate Directors, Executives and employees of the Group;
9,367,448 Options granted to employees (ESOP)
ESOP
Tranche 1
Tranche 2
Tranche 3
Grant date
27 May 2022
27 May 2022
27 May 2022
Vesting date
30 June 2022
30 June 2023
30 June 2024
Expiry date
30 September 2024
30 September 2024
30 September 2024
Options issued
2,796,311
4,194,474
9,214,878
Exercise price
$0.065
$0.070
$0.075
Remaining at 30 June 2024
685,400
1,635,375
7,046,673
1,276,196 Options granted to Atlas Pearls’ Chairman, Geoff Newman (Chairman)
Chairman
Tranche 1
Tranche 2
Tranche 3
Grant date
29 April 2022
29 April 2022
29 April 2022
Vesting date
30 June 2022
30 June 2023
30 June 2024
Expiry date
30 September 2024
30 September 2024
30 September 2024
Options issued
510,478
765,718
1,276,196
Exercise price
$0.065
$0.070
$0.075
Remaining at 30 June 2024
-
-
1,276,196
4,000,000 Options granted to Atlas Pearls’ Chief Executive Officer, Michael Ricci (CEO)
CEO
Tranche 1
Tranche 2
Tranche 3
Grant date
15 November 2023
15 November 2023
15 November 2023
Vesting date
30 June 2024
30 June 2025
30 June 2026
Expiry date
30 September 2026
30 September 2026
30 September 2026
Options issued
800,000
1,200,000
2,000,000
Exercise price
$0.085
$0.091
$0.097
Remaining at 30 June 2024
800,000
1,200,000
2,000,000
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Annual Report FY24 | Atlas Pearls | 57
22.3
MEASUREMENT OF FAIR VALUE
The fair value at grant date is independently determined using a Hoadley Trading and Investment valuation model, which takes into account
the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield, and the risk-free interest rate for the term of the option.
ESOP
Chairman
CEO
Tranche 1
Tranche 2
Tranche 3
Tranche 3
Tranche 1
Tranche 2
Tranche 3
Fair value at grant date
$0.0176
$0.0180
$0.0184
$0.0222
$0.0350
$0.0360
$0.0370
Share price at grant date
$0.042
$0.042
$0.042
$0.047
$0.075
$0.075
$0.075
Exercise price
$0.065
$0.070
$0.075
$0.075
$0.085
$0.091
$0.097
Expected future volatility
100%
100%
100%
100%
85%
85%
85%
Risk free rate
2.53%
2.53%
2.53%
2.45%
4.17%
4.17%
4.17%
Dividend yield
Nil
Nil
Nil
Nil
Nil
Nil
Nil
22.4
OPTIONS REMAINING AT YEAR-END
The following options remain outstanding at year-end.
ESOP
Chairman
CEO
TOTAL
Balance at 30 June 2023
15,255,676
2,552,392
-
17,808,068
Granted during the period
-
-
4,000,000
4,000,000
Exercised during the period
(4,474,425)
(1,276,196)
-
(5,750,621)
Forfeited during the period
(1,413,803)
-
-
(1,413,803)
BALANCE AT 30 JUNE 2024
9,367,448
1,276,196
4,000,000
14,643,644
The following share-based payment expenses were recognised to profit and loss:
2024
2023
ESOP Options
43,104
148,084
Chairman Options
13,076
27,244
CEO Options
62,221
-
TOTAL SHARED-BASED
PAYMENT EXPENSES
118,401
175,328
The share-based payment expenses arising from the salary sacrifice
share plan is nil, as the plan does not give additional benefit to the
employees, as shares are issued in lieu of cash salary and cash bonus.
The value of the shares originally issued to the trust is at the value
sacrificed by the employee under the plan.
MATERIAL ACCOUNTING POLICY
The fair value of shares granted under the Employee Share
and Incentive Plan is recognised as an employee expense
with a corresponding increase in equity. The fair value is
measured at the date that the employee enters into the
plan and is recognised over the period during which the
employee becomes unconditionally entitled to the shares.
23.
Remuneration of Auditors
During the period, the following fees were paid or payable for
services provided by the auditor of the parent entity, its related
practices, and non-related audit firms:
2024
$
2023
$
BDO Australian firm
Audit and review of financial reports
134,370
119,710
ESG consulting services
-
16,995
BDO Indonesian firm
Audit and review of financial reports
47,577
49,377
TOTAL REMUNERATION FOR
AUDIT SERVICES
181,947
169,087
TOTAL REMUNERATION FOR
OTHER SERVICES
-
16,995
During the period BDO Audit Pty Ltd was appointed as auditor of
the Company following the resignation of BDO Audit (WA) Pty Ltd.
The change of auditor arose as a result of BDO Audit (WA) Pty Ltd
restructuring its audit practice, whereby audits will be conducted by
BDO Audit Pty Ltd, an authorised audit company, rather than BDO
Audit (WA) Pty Ltd.
For personal use only
24.
Accounting policies
24.1
NEW AND AMENDED STANDARDS ADOPTED
BY THE GROUP
The group has applied the following standards and amendments for
the first time for its annual reporting period commencing 1 July 2023:
•
AASB 2023-2 Amendments to Australian Accounting Standards
– Definition of Accounting Estimates International Tax Reform
•
Pillar Two Model Rules [AASB 112].
•
AASB 2021-5 Amendments to Australian Accounting Standards
– Deferred Tax related to Assets and Liabilities arising from a
Single Transaction [AASB 112]
•
AASB 2021-2 Amendments to Australian Accounting Standards
– Disclosure of Accounting Policies Definition of Accounting
Estimates [AASB 7, AASB 101, AASB 108, AASB 134 & AASB
Practice Statement 2].
The group also elected to adopt the following amendments early:
•
AASB 2020-1 Amendments to Australian Accounting Standards
– Classification of Liabilities as Current or Non-current [AASB
101], and
•
AASB 2022-6 Amendments to Australian Accounting Standards
– Non-current Liabilities with Covenants [AASB 101 and AASB
Practice Statement 2].
The amendments listed above did not have any impact on the
amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
24.2
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and
liabilities of all subsidiaries of Atlas Pearls as at 30 June 2024, and the
results of its subsidiaries for the period then ended. Atlas Pearls and
its subsidiaries together are referred to in this financial statement as
the consolidated entity.
Subsidiaries are all entities (including structured entities) over which
the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for the
acquisition of business combinations by the Group. Intercompany
transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries
are shown separately in the statement of profit or loss and other
comprehensive income, statement of changes in equity and
statement of financial position respectively.
The interest in a joint venture entity is accounted for using the equity
method after initially being recognised at cost in the consolidated
statement of financial position. Under the equity method of
accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of the post-
acquisition profits or losses of the investee in profit or loss, and the
Group’s share of movements in other comprehensive income of the
investee in other comprehensive income. When the Group’s share of
losses in an equity-accounted investment equals or exceeds
its interest in the entity, including any other unsecured long-term
receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its
associates and joint ventures are eliminated to the extent of
the Group’s interest in these entities. Unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity
accounted investees have been changed where necessary to ensure
consistency with the policies adopted by the Group. The Group
treats transactions with non-controlling interests that do not result in
a loss of control as transactions with equity owners of the Group. A
change in ownership interest results in an adjustment between the
carrying amounts of the controlling and non-controlling interests
to reflect their relative interests in the subsidiary. Any difference
between the amount of the adjustment to non-controlling interests
and any consideration paid or received is recognised in a separate
reserve within equity attributable to the owners.
24.3
FOREIGN CURRENCY TRANSLATION
(A)
FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the financial statements of each of the subsidiaries
within the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the
functional currency). The consolidated financial statements are
presented in Australian dollars, which is Atlas Pearls’ functional and
presentation currency.
(B)
TRANSACTIONS AND BALANCES
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the date of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions, and from the translation at period
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the consolidated statement
of profit or loss and other comprehensive income, except when
they are deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges, or are attributable to part of the
net investment in a foreign operation.
Translation differences on assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. Translation differences
on non-monetary assets and liabilities, such as equities held at fair
value through profit or loss, are recognised in profit or loss as part of
the fair value gain or loss. Translation differences on non-monetary
assets, such as equities classified as available for sale financial assets,
are included in the fair value reserve in equity.
All foreign exchange gains and losses are presented in the
statement of profit or loss and other comprehensive income within
other income or other expenses, unless they relate to financial
instruments.
(C)
GROUP COMPANIES
The results and financial position of all Group entities (none of which
has the currency of a hyperinflation economy), that have a functional
currency different from the presentation currency, are translated into
the presentation currency as follows:
58 | Atlas Pearls | Annual Report FY24
For personal use only
•
Assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that
statement of financial position,
•
Income and expenses for each statement of profit or loss
and other comprehensive income are translated at average
exchange rates, and
•
all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation
of any net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments,
are taken to shareholders’ equity. When a foreign operation is sold
or borrowings are repaid, a proportional share of such exchange
differences are recognised in the statement of profit or loss and other
comprehensive income as part of the gain or loss on sale.
24.4
COMPARATIVE FIGURES
When required by Accounting Standards, comparative figures have
been adjusted to conform to changes in presentation for the current
financial period.
24.5
FINANCIAL INSTRUMENTS
CLASSIFICATION AND MEASUREMENT
Except for certain trade receivables the Group initially measures a
financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs.
Under AASB 9 financial assets are subsequently measured at fair
value through profit or loss (FVPL), amortised cost, or fair value
through other comprehensive income (FVOCI). The classification
is based on two criteria: The Group’s business model for managing
the assets; and whether the instruments’ contractual cash flows
represent ‘solely payments of principal and interest’ on the principal
amount outstanding (the ‘SPPI criterion’).
The new classification and measurement of the Group’s financial
assets are, as follows:
Debt instruments at amortised cost, for financial assets that are held
within a business model with the objective to hold the financial
assets in order to collect contractual cash flows that meet the
‘SPPI criterion’. This category includes the Group’s trade and other
receivables and long-term loan receivable.
IMPAIRMENT
The Group assesses, on a forward-looking basis, the expected
credit losses (ECLs) associated with its debt instruments carried
at amortised cost and FVOCI. ECLs are based on the difference
between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive.
The shortfall is then discounted at an approximation to the asset’s
original effective interest rate.
For trade receivables, the Group has applied the standard’s simplified
approach and has calculated ECLs based on lifetime expected
credit losses. The Group has established a provision matrix that is
based on the Group’s historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic
environment. The loss allowance calculated for 30 June 2024 is
$nil due to past history with customers who have never previously
defaulted on amounts due.
For other debt financial assets, including long-term loan receivables,
the ECL is based on either the 12-month or lifetime ECL. The
12-month ECL is the portion of lifetime ECLs that results from default
events on a financial instrument that are possible within 12 months
after the reporting date. When there has been a significant increase
in credit risk since origination, the allowance will be based on the
lifetime ECL. In all cases, the Group considers that there has been
a significant increase in credit risk when contractual payments are
more than 30 days past due.
The Group considers a financial asset in default when contractual
payment are 90 days past due. However, in certain cases, the Group
may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive
the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group.
24.6
INCOME TAX
The income tax expense or benefit for the period is the tax payable
on the current period’s taxable income, based on the applicable tax
rate for each jurisdiction, adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused
tax losses.
The current income tax charge is calculated on the basis of the tax
laws enacted or substantively enacted at the end of the reporting
period in the countries where the Company’s subsidiaries operate and
generate taxable income. It establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However, the deferred income tax is not accounted
for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time
of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the reporting
date and are expected to apply when the related deferred income
tax asset is realised, or the deferred income tax liability is settled.
Deferred tax is credited in the consolidated statement of profit or
loss and other comprehensive income except where it relates to
items that may be credited directly to equity, in which case the
deferred tax is adjusted directly against equity.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses, only to the extent that it is
probable that future taxable amounts will be available to utilise
those temporary differences and losses.
Deferred tax assets and liabilities have been bought to account after
considering the level of tax losses carried forward and available to
the Group against future taxable profits, and the probability within
the future that taxable profits will be available against which the
benefits of the deductible temporary difference can be claimed.
Annual Report FY24 | Atlas Pearls | 59
For personal use only
Consolidated Entity Disclosure Statement as at 30 June 2024
Body Corporates
Tax Residency
Entity Name
Entity Type
Place Formed
or Incorporated
% of Share
Capital Held
Australian or
Foreign
Foreign
Jurisdiction
Atlas Pearls Ltd
Body Corporate
Australia
100%
Australian
N/A
Perl’Eco Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Tansim Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Atlas Pearls Employee Share Plan Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
P.T. Cendana Indopearls
Body Corporate
Indonesia
100%
Foreign
Indonesia
P.T. Disthi Mutiara Suci
Body Corporate
Indonesia
100%
Foreign
Indonesia
P.T. Cahaya Bali
Body Corporate
Indonesia
100%
Foreign
Indonesia
60 | Atlas Pearls | Annual Report FY24
For personal use only
Directors’ Declaration
The Directors of the Company declare that:
a)
the financial statements comprising the statement of profit or loss and other comprehensive income, statement of financial position,
statement of cash flows, statement of changes in equity, and accompanying notes are in accordance with the Corporations Act 2001
and:
I.
give a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of the performance for the
year ended on that date; and
II.
comply with Accounting Standards, and the Corporations Act 2001 and other mandatory professional reporting
requirements.
b)
the Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with
International Financial Reporting Standards.
c)
the Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A.
In the Directors opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
d)
the remuneration disclosures included in the Directors’ Report (as part of the audited remuneration report) for the year ended 30
June 2024 comply with section 300A of the Corporations Act 2001.
e)
The consolidated entity disclosure statement on page 60 is true and correct.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:
Geoff Newman
Chairman - 29 August 2024
Annual Report FY24 | Atlas Pearls | 61
For personal use only
62 | Atlas Pearls | Annual Report FY24
The following additional information is required by the Australian Securities Exchange. The information is current as at 16 August 2024.
(A)
DISTRIBUTION SCHEDULE AND NUMBER OF HOLDERS OF EQUITY SECURITIES AS AT 16 AUGUST 2024
1 – 1,000
1,001-
5,000
5,001 -
10,000
10,001 -
100,000
100,001 -
and over
Total
Ordinary Fully Paid Shares
144
428
335
895
389
2,191
Unlisted options: 6.5 cents, exp 30/09/2024
-
-
-
6
2
8
Unlisted options: 7.0 cents, exp 30/09/2024
-
-
-
2
8
10
Unlisted options: 7.5 cents, exp 30/09/2024
-
-
-
-
23
23
Unlisted options: 8.5 cents, exp 30/09/2026
-
-
-
-
1
1
Unlisted options: 9.1 cents, exp 30/09/2026
-
-
-
-
1
1
Unlisted options: 9.7 cents, exp 30/09/2026
-
-
-
-
1
1
The number of holders holding less than a marketable parcel of fully paid ordinary shares as at 16 August 2024 is 574.
(B)
20 LARGEST HOLDERS OF QUOTED EQUITY SECURITIES AS AT 16 AUGUST 2024
The names of the twenty largest holders of fully paid ordinary shares (ASX: ATP) as at 16 August 2024 are:
Rank
Name
Shares
% of shares
1.
Boneyard Investments Pty Ltd
54,907,327
12.58
2.
HSBC Custody Nominees (Australia) Limited
28,718,315
6.47
3.
Chemco Superannuation Fund Pty Ltd
28,248,936
6.04
4.
Citicorp Nominees Pty Limited
26,370,155
4.09
5.
Jingie Investments Pty Ltd
17,880,240
3.39
6.
ABERMAC Pty Ltd
14,800,000
1.83
7.
Morckstow Pty Ltd
8,000,000
1.83
8.
Westwood Properties Pty Ltd
8,000,000
1.60
9.
Mr Wesley Rutherford + Mrs Sian Rutherford
7,000,000
1.18
10.
Mr Tingyao Xu
5,160,000
1.17
11.
BNP Paribas Nominees Pty Ltd
5,090,563
1.03
12.
Mr Cameron Beavis
4,500,000
1.01
13.
Gee Enn Pty Ltd
4,399,546
0.81
14.
Queensridge Investments Pty Ltd
3,549,072
0.81
15.
Mr Timothy James Martin
3,540,883
0.78
16.
BNP Paribas Nominees Pty Ltd
3,397,385
0.78
17.
Ten Talents (2020) Limited
3,390,000
0.77
18.
Ms Jennifer Michelle Roughan
3,360,000
0.70
19.
Mr Pawel Rej + Mrs Miroslawa Rej
3,078,000
0.69
20.
Dorran Pty Ltd
3,000,000
6.47
Total
236,930,422
54.14
Stock Exchange Listing – Listing has been granted for 436,638,459 ordinary fully paid shares of the Company on issue on the Australian
Securities Exchange.
Additional ASX Information
For personal use only
Annual Report FY24 | Atlas Pearls | 63
(C)
SUBSTANTIAL SHAREHOLDERS IN ATLAS PEARLS LTD AND THE NUMBER OF EQUITY SECURITIES OVER WHICH THE
SUBSTANTIAL SHAREHOLDER HAS A RELEVANT INTEREST AS DISCLOSED IN SUBSTANTIAL HOLDING NOTICES PROVIDED
TO THE COMPANY ARE LISTED BELOW;
Name
Shares
% Voting Power
Date of Notice
Boneyard Investments Pty Ltd and Associates *
108,535,667
25.09%
21 February 2024
1.
*Includes shares held by Boneyard Investments Pty Ltd, Chemco Superannuation Fund Pty Ltd, Jingie Investments Pty Ltd, T. Martin, TJM SF Pty Ltd, and J. Roughan and B. Martin.
(D)
UNQUOTED SECURITIES
The number of unquoted securities on issue as at 16 August 2024;
Security
Number on issue
Unlisted options exercisable at 6.5 cents on or before 30 September 24
685,400
Unlisted options exercisable at 7.0 cents on or before 30 September 24
1,635,375
Unlisted options exercisable at 7.5 cents on or before 30 September 24
8,322,869
Unlisted options exercisable at 8.5 cents on or before 30 September 26
800,000
Unlisted options exercisable at 9.1 cents on or before 30 September 26
1,200,000
Unlisted options exercisable at 9.7 cents on or before 30 September 26
2,000,000
(E)
HOLDER DETAILS OF UNQUOTED SECURITIES
All unquoted securities were issued under an employee incentive scheme. Therefore, no disclosure is required in relation to people that hold
more than 20% of a given class of unquoted securities as at 16 August 2024.
(F)
RESTRICTED SECURITIES AS AT 16 AUGUST 2024
There were no restricted securities on issue as at 16 August 2024.
(G)
VOTING RIGHTS
All fully paid ordinary shares carry one vote per ordinary share without restriction.
(H)
ON-MARKET BUY-BACK
The Company is not currently performing an on-market buy-back.
(I)
CORPORATE GOVERNANCE
The Board of Atlas Pearls Ltd is committed to achieving and demonstrating the highest standards of Corporate Governance. The Board is
responsible to its shareholders for the performance of the Company and seeks to communicate extensively with Shareholders. The Board
believes that sound Corporate Governance practices will assist in the creation of Shareholder wealth and provide accountability. In accordance
with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance policies and its compliance with them on its website
rather than in the Annual Report. Accordingly, information about the Company’s Corporate Governance practices is set out on the Company’s
website at https://www.atlaspearls.com.au/pages/corporate-governance
For personal use only
64 | Atlas Pearls | Annual Report FY24
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
INDEPENDENT AUDITOR'S REPORT
To the members of Atlas Pearls Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Atlas Pearls Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
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 ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
For personal use only
Annual Report FY24 | Atlas Pearls | 65
Accounting for Biological Assets
Key audit matter
How the matter was addressed in our audit
The Group’s biological assets, as disclosed in Note 4 to
the financial report, was a key audit matter as the
calculation of the fair value of the oysters requires
significant estimates and judgements by management.
The Australian Accounting Standards require biological
assets to be measured at fair value less costs to sell
or, in the absence of a fair value, at cost less
impairment.
The Group have valued the biological assets at fair
value less costs to sell. The valuation requires
management’s judgement in relation to estimating the
average selling price, pearl quality scenarios, discount
rate, mortalities, average unseeded oyster value,
costs to complete and sell.
Our audit procedures included, but were not limited to:
•
Considering the appropriateness of the valuation
methodology against the relevant Australian
Accounting Standards;
•
In conjunction with our valuation specialist,
reviewing appropriateness of the valuation
methodology, along with the accuracy and
integrity of management’s fair value model and
the discount rate used by management;
•
Attending the physical stocktake procedures and
verifying a sample of oysters on hand at reporting
date and agreeing this to the fair value model;
•
Assessing the key inputs contained within the fair
value model, including the average selling price,
pearl quality scenarios, discount rate, mortalities,
average unseeded oyster value, costs to complete
and sell; and
•
Evaluating the adequacy of the related disclosure
in Note 4 to the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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.
For personal use only
66 | Atlas Pearls | Annual Report FY24
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error; and
ii)
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 has 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.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) 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
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 28 to 34 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Atlas Pearls Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
For personal use only
Annual Report FY24 | Atlas Pearls | 67
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.
BDO Audit Pty Ltd
Jarrad Prue
Director
Perth, 29 August 2024
For personal use only
For personal use only
For personal use only
AUSTRALIA
HEAD OFFICE
26 Railway Road, Subiaco 6008,
Western Australia
PO BOX: 248 Subiaco 6904
Western Australia
T.+61 8 9284 4249
E. Atlas@AtlasPearls.com.au
INDONESIA
HEAD OFFICE
Pertokoan Sanur Raya 18-19. Jl Bypass
Ngurah Rai, Sanur, 80227 Bali
T. +62 361 284455
E. Atlas@AtlasPearls.com.au
FARM SITES
EAST JAVA, Banyu Biru
NORTH BALI, Penyabangan
FLORES, Labuan Bajo, Pungu Island
EAST NUSA TENGGARA, West Lembata
EAST NUSA TENGGARA, Lembata Bay
EAST NUSA TENGGARA, Alor Bay
RAJA AMPAT, Alyui Bay
EAST NUSA TENGGARA, Sumba
For personal use only