Unrivalled Quality in Australian Seafood Annual Report 2024 OUR VISION To be a global leader in aquaculture, inspiring culinary experiences around the world through our sustainable premium seafood. OUR STORY Egg to Plate Clean Seas is the global leader in the full lifecycle breeding, production and sale of Yellowtail Kingfish, renowned worldwide for its exceptionally high quality fish. Our company is recognised for innovation and high degree of expertise in the farming of Yellowtail Kingfish. We are the largest producer of Yellowtail Kingfish outside of Japan. Our diverse customer base have long appreciated the consistent premium quality of our fish and our reliability in supplying our fresh and frozen range to markets all over the world, 52 weeks of the year. This allows restaurants from all over the world to continuously feature our Yellowtail Kingfish on their menus. Contents 02 OUR PROVENANCE 03 WHAT WE DO 08 FY24 PERFORMANCE HIGHLIGHTS 09 CHAIRMAN’S REPORT 10 MEET OUR BOARD AND MANAGEMENT 12 CONSOLIDATED FINANCIAL STATEMENTS Clean Seas Seafood Limited Annual Report 2024 01 OUR PROVENANCE The Spencer Gulf Our hatchery and sea farms are located on South Australia’s Spencer Gulf, the very waters in which wild Yellowtail Kingfish naturally breed and grow. This location is critical to the premium quality we are able to achieve for our fish. Supplied by the currents from the Southern Ocean, the Spencer Gulf has some of the purest water in the world and spans more than 22,000km2. This vast area of moving water allows for the constant flushing of our farming environment. Due to low rainfall and the absence of rivers feeding into it, the Spencer Gulf has low amounts of organic materials, herbicides, pesticides, and other pollutants. The cold, pristine water of the Spencer Gulf allows Clean Seas to produce our mighty Spencer Gulf Kingfish. ARNO BAY PORT LINCOLN ADELAIDE THE SPENCER GULF 02 WHAT WE DO Our purpose Clean Seas was founded to close the lifecycle of various local species, including Tuna, Mulloway & Yellowtail Kingfish through research and development. As the global leader in full lifecycle breeding and farming of Yellowtail Kingfish, those same values of research and development still exist within Clean Seas today where we are committed to innovating and developing all aspects of aquaculture and business processes, from hatchery to farm, through to processing and on to our customers. All with the purpose of providing the highest quality Yellowtail Kingfish available. Hatchery Marine Farms Harvesting Processing Markets FULL LIFECYCLE BREEDING, PRODUCTION AND SALES Clean Seas Seafood Limited Annual Report 2024 03 Each year the hatchery produces close to one million fingerlings from our unique, selectively bred broodstock. 04 WHAT WE DO Hatchery The Spencer Gulf Kingfish story starts in Arno Bay, where life begins for all our fish. Our team of dedicated scientists oversee this critical process. Each year the hatchery produces close to one million fingerlings from our unique, selectively bred broodstock. The care, time, and effort that our team put in at this vital stage, ensure these little fish flourish and get the best possible start in life. After approximately three months our fish are ready to go to sea. The fingerlings are then moved into open sea pens in the pristine waters of South Australia’s Spencer Gulf. WHAT WE DO Marine Farms While at sea our fish continue to be fed specifically formulated feeds which are nutritionally balanced for optimal health and growth. Our practices are sustainable and certified by the Aquaculture Stewardship Council (ASC). Safeguarded against predators and encountering minimal stress along the way, our fish remain at sea for approximately 24 months, and are humanely harvested once they reach the optimal size. Minimising stress on our fish throughout the process has and will remain our priority. Predator Control Pristine Waters Feeding Fish Husbandry & Bathing Net Management Continual R&D and compliance with ASC Certification Clean Seas Seafood Limited Annual Report 2024 05 WHAT WE DO Processing Our processing plant in Royal Park, Adelaide, is where we process our fish. Fresh Spencer Gulf Kingfish is then delivered to customers around the world, 52 weeks per year. It is distributed within Australia and exported to markets across Europe, North America, and Asia arriving within days of harvest. Our SensoryFresh™ (premium frozen) product is frozen using our innovative liquid nitrogen rapid freezing technology and cold storage capabilities, which combined with the provenance of our fish, give our frozen products a clear advantage over other frozen Kingfish offerings. This provides end‑to‑end quality control from egg‑to‑customer, thus increasing Clean Seas’ market opportunities and delivering significant cost benefits. While Clean Seas remains focused on its ability to deliver the highest quality fresh Yellowtail Kingfish products globally, the flexibility provided by liquid nitrogen rapid freezing enables Clean Seas to meet customer demand for premium quality frozen products within the foodservice industry. WHAT WE DO Markets Renowned by chefs across the globe for its firm yet supple flesh and rich, sweet flavour, the Yellowtail Kingfish is widely considered the best fish in the world for sashimi. However, it’s much more than that. Our Spencer Gulf Kingfish is recognised as the best white fish for carpaccio, tartare, ceviche and poke dishes. Thanks to the firmness of the flesh, it is also beautiful in a variety of cooking styles, be it grilled, pan‑fried or baked. Spencer Gulf Kingfish is featured on menus in many of the best restaurants all over Australia, as well as across Europe, North America and Asia. Our South Australian Yellowtail Kingfish brand has given Clean Seas the ability to diversify into new channels, particularly seafood retail and fresh food retail, where both channels are targeting home cooks, as well as increasing availability in the sushi channel. 06 Fresh Spencer Gulf Kingfish is delivered to customers around the world, 52 weeks per year. FOOD SA INDUSTRY AWARDS 2018, PRIMARY PRODUCER OF THE YEAR GOLD STANDARD ACCREDITATION IN SUSTAINABLE AQUACULTURE AUSTRALIAN FOOD AWARDS “BEST FISH” 2016, 2017 & 2018 DELICIOUS PRODUCE AWARDS 2018, GOLD MEDAL WINNER “FROM THE SEA” SOUTH AUSTRALIAN EXPORT AWARDS, “OVERALL EXPORTER OF THE YEAR” 2019 Highly awarded and sustainable Clean Seas Seafood Limited Annual Report 2024 07 FY24 Performance Highlights SALES VOLUMES OF 3,141 TONNES Up 3% on FY23 FY24 results reflect the impact of the significant organisational changes REVENUE OF $68.8 MILLION Down 1% on FY23 OPERATING EBITDA LOSS OF ($5.1 MILLION) Down $8.7 million on FY23 AVERAGE REALISED PRICE OF $21.90 /KG Compared to FY23 of $22.73/kg AVAILABLE CASH AND FUNDING OF $24.2 MILLION 08 Chairman’s Report I would like to begin by acknowledging the Indigenous communities of Australia, and in particular the Kaurna and Barngarla people on whose land and waters we farm and conduct our business. We pay our respects to their Elders past and present. In response to challenging market conditions and a sharp increase in feed prices, in FY24 Clean Seas conducted a far‑reaching Operational Review across the business. We restructured our organisation, reducing employee and contractor numbers by around 25%. A live fish biomass reduction reduced the number of cages on our farm by about the same proportion and allowed us to consolidate our farming operations on a single site, and we have worked hard to clear excess frozen inventory. Whilst these changes had a significant impact on our FY24 result, we are seeing benefits beginning to deliver results, with reduced fish husbandry expenses versus the year prior, and improved cash flows in the second half of the financial year. As a result, FY24 was a “year of transition” where the financial results reflect the reasons why we conducted the Operational Review, but importantly began to demonstrate the benefits of the review. There has been a great deal of heavy lifting by the Clean Seas team, and we had to make difficult decisions that have impacted some of our staff greatly, however we are now on track to deliver a “right‑sized” business, with sales and production in equilibrium. This balance between sales and production limits the working capital, expense and infrastructure requirements of a growth strategy, and allows us to continue to focus on what we do well. We are able to focus on the premium segments of the markets in which we do business, and are therefore able to maintain resilient pricing in what remains a highly competitive trading environment. In consolidating our farming footprint we have been able to set ourselves on a path to eliminate duplication, reducing our resource, infrastructure and equipment requirements, and reducing the complexity that comes with managing multiple sites up and down the Eyre Peninsula. The new farming model is significantly more efficient operationally, with activities from the stocking of juveniles, to the growout and harvest of our fish conducted in the sites within 25km of the Port Lincoln marina, providing access to wharf infrastructure and within easy reach of Clean Seas maintenance and feed storage facilities. All of these farming sites can be managed by a single set of people and equipment. In FY24 our new automated feed barge, the “Eyre Spirit” was constructed and delivered into Port Lincoln, ready for deployment to our farm. Once operational, this new barge will allow us to dispense feed remotely, regardless of the weather, thus reducing the variability and increased cost of production that comes with missed feed days. As well as saving feed, labour and fuel, feeding remotely reduced the variability in our operations, enabling the entire farm into an R&D opportunity, allowing us to test feed practices, different diets and various ration curves to push for greater performance over time. In every way this acquisition is a game changer for Clean Seas, and once activated, circa 90% of Clean Seas productive capacity will be automated across our current lease capacity, and critically this barge provides a template for our future operating model. While FY25 was an extremely challenging year operationally, and this is reflected in the financial result, we can see the positives emerging across price, cost, profitability and cash flows, and importantly operationally as the benefits of our new model and the investments we have made become more apparent. This report will be my last as Chairman of Clean Seas, and as I retire from the Board at the upcoming AGM, I’d like to offer my best wishes to the staff, customers and shareholders of Clean Seas. I leave with a sense of optimism, safe in the knowledge that the changes we have made this year position Clean Seas for success in the years to come Thank you for your support. Travis Dillon Chairman We are able to focus on the premium segments of the markets in which we do business, and are therefore able to maintain resilient pricing in what remains a highly competitive trading environment. Clean Seas Seafood Limited Annual Report 2024 09 Meet our Board and Management David Di Blasio Chief Financial Officer (Joined June 2024) David was appointed as Chief Financial Officer on 11 June 2024. He has over 20 years’ experience in Corporate Finance and Accounting roles in Oil and Gas and Aquaculture. David is a Chartered Accountant and holds an MBA in addition to Bachelor degrees in Commerce and Science. Marcus Stehr Independent Non‑Executive Director (Joined September 2000) Marcus is a founding Director and has over 30 years of hands on experience in marine finfish aquaculture operations encompassing Tuna, Kingfish and Mulloway. Marcus is Managing Director of Australian Tuna Fisheries Pty Ltd and holds leadership roles in a number of industry Associations. Member of the Remuneration and Nominations Committee. Gary Higgins Non-Executive Director (Joined June 2024) Gary has had a long career specialising in finance roles, including 18 years as a partner with Ernst & Young. After leaving Ernst & Young in the early 2000’s, Gary started his own advisory business and has established a significant client base servicing their strategic requirements. Along with Gary’s own practice, he is the non-executive Chairman of Yumbah Aquaculture Ltd and a Non-executive Director of East 33 Ltd. Both of these entities specialise in aquaculture and this experience will be extremely beneficial to the Board of Clean Seas. Rob Gratton Chief Executive Officer (Joined March 2019) Rob has over 25 years’ experience in Banking, Corporate Finance and Accounting in Australia, the USA and UK, including CFO & Co Sec roles at Jurlique and kikki.K, and senior finance positions at JP Morgan Investment Bank in London and New York. Travis Dillon Chairman, Independent Non‑Executive Director (Joined October 2020) Travis has extensive agribusiness experience, with a strong commercial and strategic mindset. He was formerly CEO & MD of Ruralco Holdings and is currently Chairman of Select Harvests Limited (ASX:SVH), Non‑Executive Director of Lifeline Australia and member of the CSIRO Agriculture and Food Advisory Committee. Katelyn Adams Independent Non‑Executive Director (Joined June 2021) Katelyn has over 15 years of accounting and board experience, servicing predominantly ASX listed companies. Katelyn is a Chartered Accountant and Partner of the Corporate Advisory division of HLB Mann Judd in Adelaide, as well as the Company Secretary of various listed and private companies. Katelyn has extensive knowledge in corporate governance, ASX Listing Rule requirements, IPO and capital raising processes, and is also the Chair of the Audit and Risk, and the Remuneration and Nominations Committees. 10 Clean Seas holds market leadership in Australia, with access to Europe, North America and Asia. Clean Seas Seafood Limited Annual Report 2024 11 Directors’ Report 13 Auditor’s Independence Declaration 36 Corporate Governance Statement 37 Consolidated Statement of Profit or Loss and Other Comprehensive Income 38 Consolidated Statement of Financial Position 39 Consolidated Statement of Changes in Equity 40 Consolidated Statement of Cash Flows 41 Notes to the Consolidated Financial Statements 42 1 Nature of operations 42 2 General information and statement of compliance 42 3 Changes in accounting policies 42 4 Summary of accounting policies 42 5 Operating segments 50 6 Revenue 51 7 Other income 51 8 Fish husbandry expense 51 9 Finance income and finance costs 52 10 Income tax expense 52 11 Cash and cash equivalents 52 12 Trade and other receivables 53 13 Financial assets and liabilities 54 14 Inventories 54 15 Biological assets – current 55 16 Property, plant and equipment 56 17 Biological assets – non-current 56 18 Intangible assets 57 19 Right-of-use assets 58 20 Trade and other payables 58 21 Borrowings 58 22 Provisions 59 23 Employee remuneration 59 24 Equity 60 25 Earnings per share and dividends 61 26 Reconciliation of cash flows from operating activities 62 27 Auditor remuneration 62 28 Related party transactions and key management personnel disclosures 63 29 Contingent assets and liabilities 63 30 Capital commitments 64 31 Interests in subsidiaries 64 32 Leases 64 33 Financial instrument risk 66 34 Fair value measurement 69 35 Capital management policies and procedures 70 36 Parent entity information 70 37 Post-reporting date events 70 Consolidated Entity Disclosure Statement 71 Directors’ Declaration 72 Independent Auditor’s Report 73 ASX Additional Information 77 Consolidated Financial Statements For the year ended 30 June 2024 Clean Seas Seafood Limited ABN 61 094 380 435 12 Directors’ Report The Directors of Clean Seas Seafood Limited (‘Clean Seas’) present their Report together with the financial statements of the Consolidated Entity, being Clean Seas Seafood Limited (‘the Company’) and its Controlled Entities (‘the Group’) for the year ended 30 June 2024. Directors The following persons held office as Directors of Clean Seas during and since the end of the financial year: • Mr Travis Dillon – Chairman; • Ms Katelyn Adams; • Mr Marcus Stehr; • Mr Gary Higgins (Appointed 3 June 2024); and • Mr Gilbert Vergères (Resigned 3 May 2024). Company Secretary The following persons were Joint Company Secretary of Clean Seas during and since the end of the financial year: • Eryl Baron (Joint Company Secretary); and • Rob Gratton (Joint Company Secretary). Principal activities The principal activities of the consolidated Group during the financial year were: • The propagation of Spencer Gulf Yellowtail Kingfish, producing fingerlings for growout; and • The growout of Spencer Gulf Yellowtail Kingfish for harvest and sale. The Group continues to enhance its operations through new research and the application of the world’s best practice techniques to deliver Spencer Gulf Kingfish of premium quality. The consolidated financial statements are presented in Australian Dollars (‘$AUD’), which is also the functional currency of the Parent Company. Clean Seas Seafood Limited Annual Report 2024 13 Directors’ Report continued Review of operations and financial results In FY24 Clean Seas conducted a detailed Operational Review of the business, resulting in a biomass reduction, restructure of the workforce, consolidation of farming activities and clearance of excess frozen inventory which led to a statutory loss after tax for the year of $33.5 million, compared to a statutory profit after tax of $6.0 million in FY23. The Board and Management of Clean Seas believe that as a result of these changes the Group now has a stronger foundation that is better able to leverage the strengths of its premium Kingfish product, and with a faster pathway to positive profits and free cash flows with lower financial and operational risks. Financial Performance1 PRODUCTION METRIC FY23 FY24 CHANGE % Tonnes sold (WWE – whole weight equivalent) 3,054 3,141 3% Net Growth (tonnes) 3,837 2,272 (41%) Harvest volumes (tonnes) 3,354 3,153 (6%) Biomass reduction (tonnes) – 560 – Closing Live Fish Biomass (tonnes) 3,991 2,551 (36%) Frozen inventory 376 265 (30%) OPERATING RESULTS ($/KG OF WWE)1 $/KG Revenue $/kg 22.73 21.90 (0.83) Post farmgate costs $/kg (4.87) (5.27) (0.40) Farmgate $/kg 17.86 16.63 (1.23) Cost of goods sold $/kg (13.03) (14.71) (1.68) Gross profit $/kg 4.83 1.92 (2.91) Indirect & R&D Costs $/kg (3.62) (3.53) 0.09 Operating EBITDA $/kg 1.21 (1.61) (2.82) OPERATING RESULTS ($’000)1 $’000 Revenue 69,411 68,801 (610) Post farmgate costs (14,870) (16,552) (1,682) Net farmgate revenue 54,541 52,249 (2,292) Cost of goods sold (39,804) (46,205) (6,401) Gross profit 14,737 6,044 (8,693) Indirect & R&D Costs (11,044) (11,096) (52) Operating EBITDA 3,693 (5,052) (8,745) Underlying Adjustments Impairment (675) (12,170) (11,495) AASB 141 Agriculture and cost allocation 7,149 (8,463) (15,612) Non-recurring items – (3,560) (3,560) Total underlying Adjustments 6,474 (24,193) (30,177) Statutory EBITDA 10,167 (29,245) (39,412) Depreciation & amortisation (3,840) (3,708) 132 Statutory EBIT 6,327 (32,953) (39,280) Net interest costs (331) (501) (170) Statutory NPAT 5,996 (33,454) (39,450) 1. Operating Results in this report are categorised as non-IFRS financial information provided to assist readers to better understand the financial performance of the underlying operating business. They have not been subject to audit or review by the Group’s independent auditors. 14 Directors’ Report continued Operating EBITDA decreased from $1.21 per kg in FY23 to negative $1.61 per kg in FY24, with increases in farmgate revenue for fresh fish and reductions in indirect costs offset by the reduced farmgate on clearance frozen inventory and increased production costs especially for feed. Operating EBITDA per kg bridge $ PER KG FY23 Operating EBITDA/kg 1.21 Farmgate growth (fresh) 0.24 Production inputs (excluding feed) (0.37) Indirect cost reduction 0.09 Frozen inventory clearance (1.47) Feed price rise (1.31) FY24 Operating EBITDA/kg (1.61) Clean Seas conducted the aforementioned Operational Review into the structure of the business in order to drive efficiencies and improvements to offset input cost pressures, especially the cost of feed. Feed prices increased to $3.64 per kg of feed in FY24 compared to $3.22 per kg of feed in FY23, adding $1.31 per kg to Clean Seas’ cost of production based on the FY24 eFCR of 3.11. Clean Seas reduced monthly frozen production from a peak of 110 tonnes in August 2023 to circa 20 tonnes per month from December 2023 to June 2024 and undertook a concerted campaign to clear surplus frozen inventory. These actions resulted in reduced farmgate revenue for frozen clearance stock in FY24 but have delivered a reduction in frozen inventory from a peak of 547 tonnes in October 2023 to circa 265 tonnes at the end of June 2024. The Group anticipates stronger frozen realised prices and reduced frozen storage costs in FY25. One of the key strategic outcomes of the Operational Review was the consolidation of farming operations into Port Lincoln, an activity that was completed in May 2024. This initiative has enabled the Group to implement a more efficient production model, with cost savings, including reductions in labour, fuel, feed and other expenses flowing through in H2 FY24 with these savings expected to continue in FY25. The new farming footprint leverages 3,696 tonnes of available biomass capacity across three leases in the greater Port Lincoln area and all within 25km of the Group’s base inside the Port Lincoln Marina. In order to improve efficiencies, these three leases have been set up as specialised nursery, growout and harvest sites, allowing specific infrastructure to be deployed at each site. Operational challenges associated with the transition and consolidation of farming activities onto a single site resulted in missed feed days and health treatments leading to lower-than-expected fish growth rates and higher mortalities in FY24. Furthermore, below average water temperatures in Q4 FY24 negatively impacted late-season growth rates for the Group’s Kingfish. These factors led to lower than expected growth of 2,272 tonnes for FY24. Future farming improvements Ahead of the upcoming summer growing season, Clean Seas will have capacity to remotely feed circa 90% of its Kingfish, via the strategic investment in a new automated feed barge named the “Eyre Spirit”. This investment will drive cost savings and efficiencies, improve feed conversion ratios and reduce waste. The “Eyre Spirit” has now been constructed and delivered into Port Lincoln ahead of deployment to the Group’s primary growout lease. The Group’s existing barge, the “Kingfish 5”, will be deployed on the nursery lease. The new feed barge possesses a storage capacity of 650 tonnes of feed and has the ability to receive feed via ocean transhipment directly using capability being developed by the feed companies, eliminating the need for road transport and double handling. This streamlining of operations is expected to significantly reduce freight costs and further decrease the overall cost of production. The investment in the automated feed barge is projected to yield a payback period of less than four years, demonstrating its financial viability. Moreover, it is expected to further reduce feed conversion ratios, which will contribute to enhanced cost savings and overall profitability for Clean Seas. Clean Seas Seafood Limited Annual Report 2024 15 Directors’ Report continued Financial Performance Sales volumes and revenue FY23 to FY24 Geographical Revenue ($’000s) (972) 996 69,411 68,801 (196) 1,555 Australia Europe North America Asia FY23 FY24 Clean Seas achieved revenue of $68.8 million in FY24, representing a 1% decrease on FY23. The result reflects the impact of continued strong pricing for Fresh products offset by lower pricing for Frozen products. Revenue per kg decreased to $21.90 in FY24, representing a 4% decrease on FY23. Historical revenue $/kg 12 14 16 18 20 22 24 FY24 FY23 FY22 $/kg Frozen Price Total Fresh Price 17.36 22.93 17.06 21.90 22.82 22.73 22.18 17.61 14.06 In FY24, fresh revenue per kg continued its upward trend, reaching a new record of $22.93 per kg, showing growth of 1% compared to FY23. During FY24, the Group faced an excess of frozen supply, with lower customer demand for frozen products. As frozen stock shelf life decreased, pricing was reduced to clear excess stock and consequently frozen revenue per kg fell by 23%, reaching $17.06 per kg in FY24. 16 Directors’ Report continued FY24 Geographical volumes (tonnes) (59) 3,141 Asia North America Europe Australia 3,054 84 (16) 78 FY23 FY24 Total sales volumes for FY24 were 3,141 tonnes, which was a 3% increase compared to FY23. The increase in sales volumes is attributed to the surplus of frozen inventory, and discounted pricing to clear aged stock. Consequently, total frozen volumes increased by 31%, reaching 550 tonnes in FY24. In contrast, the Group recorded a 2% decrease in Fresh volumes, totalling 2,591 tonnes. Australian sales volumes decreased by 3% to 1,990 tonnes in FY24. This reduction in sales volumes is primarily due to a 2% reduction in fresh sales volumes. The Australian business remained robust in FY24 with prices increasing by 1% to $22.78 per kg. Sales volumes in Europe increased by 84 tonnes to 836 tonnes in FY24. The increase in sales volumes is attributable to an increase in frozen sales volumes of 140 tonnes resulting from discounted pricing to clear aged stock. This was offset by a decrease in fresh sales of 56 tonnes. The impact of the discounted pricing led to a fall in overall realised prices of 15% to $20.49 per kg. North America also experienced a decline in volumes, with a reduction of 16 tonnes to 175 tonnes, while Asia volumes increased by 78 tonnes to 140 tonnes. FY24 Revenue – Price and Volumes ($’000s) 69,411 68,801 (983) 304 2,887 (2,818) Fresh Volume Fresh Price Frozen Volume Frozen Price FY23 FY24 Despite a 3% increase in sales volumes, Revenue decreased by $0.6 million (1%). The reduction in revenue was driven by a 23% fall in Frozen pricing, offset in part by a 1% growth in Fresh pricing. Clean Seas Seafood Limited Annual Report 2024 17 Directors’ Report continued Fish Husbandry Expense Fish husbandry expense reduced from $41.7 million in FY23 to $36.4 million in FY24. While costs were adversely affected by increased feed prices, inflationary pressures and the cost of restructuring of operations, the overall impact was negated due to reduced feed requirements and cost savings achieved through the biomass reduction program and the subsequent consolidation of farming activities to a single growout farm in Port Lincoln. FY24 Feed costs ($’000s) Decrease in feed consumed Increase in feed price 29,974 25,750 (7,202) 2,978 FY23 FY24 Over the last several years feed prices have risen faster than the FY18 CPI-adjusted feed price of A$2.90 per kg. The unusually high spike in feed prices in FY23 and FY24 reflects the volatile market for fish meal and oil, and feed prices increased to an average of $3.64 per kg of feed in FY24 compared to an average of $3.22 per kg of feed in FY23, increasing feed costs in FY24 by $3.0 million versus FY23. As a result of the Operational Review and associated biomass reduction, Clean Seas was able to reduce its feed costs overall by $4.2 million in FY24 versus FY23 despite the increase in feed prices. With the resumption of the Peruvian anchovy fishery in late 2023 and early 2024, the volatility on fish meal and fish oil prices appears to have peaked, supporting the Group’s current expectation for feed prices to decline in FY25. Since the end of FY24, Clean Seas has observed feed prices easing from record highs of $3.80 per kg in March 2024, with feed orders at the date of this report placed at circa $3.30 per kg. Following the implementation of the new “Eyre Spirit” feed barge, and the redeployment of the existing “K5” feed barge, some 90% of Clean Seas’ farming operations will be automated. Indirect costs Indirect costs remained substantially flat in FY24 at $11.09 million compared to $11.04 million in FY23. On a per kg of sales basis indirect costs decreased by $0.09 per kg to $3.53. Statutory Net Loss Clean Seas has delivered a statutory loss in FY24 of approximately $33.45 million driven by the factors mentioned above. Under AASB 141 Agriculture (AASB 141), the Group is required to recognise a gain or loss in the Profit and Loss when changes occur to live fish biomass (i.e. net growth) or expected future profits (i.e. changes in valuation). 18 Directors’ Report continued Cash Flow MOVEMENT CASH FLOW SUMMARY ($’000) FY23 FY24 $ % Cash receipts 69,612 70,694 1,082 2% Operating cash flow 1,510 (9,456) (10,965) –726% Investing cash flow (4,838) (6,332) (1,493) –31% Financing cash flow (3,297) 13,731 17,028 81% Net decrease in cash held (6,625) (2,056) 4,569 69% Operating cash flow Cash receipts for the full year ended 30 June 2024 reached $70.7 million, which exceeded FY23 by $1.1 million (representing a 2% increase), and benefited from working capital timing and strong debtor collection. Feed payments increased by 24% to $33.4 million in FY24 driven by an increase in the average feed price and timing of payments. Payments to employees increased by 9% driven predominantly by timing differences in addition to additional costs associated with the operational restructure. The growth in cash receipts was outweighed by the increase in costs, which resulted in a full year operating cash outflow of $9.5 million, however the majority of this outflow was in H1 FY24. In H2 FY24 operating cash flow was negative $0.5 million, which was a $1.5 million improvement on H2 FY23, showing the benefits of the Operational Review, particularly the organisational restructure, biomass reduction and consolidation of farming activities. Investing cash flow Clean Seas capital investment was approximately $6.4 million in FY24, which comprises maintenance and growth capital expenditure (capex): • Growth capex amounted to $4.7 million and comprised three key components: $3.2 million allocated for progress payments for the new Feed Barge and $0.7 million for the corresponding grid system. Additionally, $0.3 million was incurred on a new vessel and $0.5 million implementing a new camera system for the feed barges. • Maintenance capex amounted to approximately $1.7 million in new cages, nets, vehicles, and processing plant improvements. The Group received $102k in interest earned. Financing cash flow During FY24, Clean Seas raised $8.7 million (net of costs) of capital via a share placement and had a net drawdown in debt of $5.6 million in order to fund capital expenditure and working capital. Interest payments were $0.6 million. Clean Seas Seafood Limited Annual Report 2024 19 Directors’ Report continued Funding NET CASH/(DEBT) $’000 JUN‑23 JUN‑24 CHANGE (FAV/UNFAV) Cash at bank 6,357 4,301 (2,056) ▼ Working capital facility (Trade Finance Facility) – (4,334) (4,334) ▼ Senior debt facility (Cash Advance Facility) (4,091) (7,542) (3,451) ▼ Asset finance facility (527) (254) 273 ▲ Insurance premium funding (1,173) (1,813) (640) ▼ Lease liability (AASB 16) (807) (687) 120 ▲ Total net cash/(debt) (241) (10,329) (10,088) ▼ The net debt position of $10.3 million in June 2024 includes AASB 16 Lease Liabilities. Excluding these items, Clean Seas had adjusted net debt of $9.6 million. In December 2023, the Group renewed its Finance Facility with Commonwealth Bank of Australia, with a facility limit of $32.15 million. The Finance Facility comprises $12.0 million Trade Finance Facility, $14.0 million Market Rate Loan Facility, $6.0 million Equipment Finance Facility and $150,000 Corporate Card Facility. This is an ongoing facility subject to annual review and is secured against all Group assets. The Group is subject to financial covenants, including operating cash flows, interest coverage and tangible net worth ratios, which are reviewed quarterly. The Group was compliant with all its covenants as at 30 June 2024. DEBT ARRANGEMENTS TOTAL FACILITY DRAWN UNDRAWN Senior debt facility (Cash Advance Facility) 14,000 (7,542) 6,458 Working capital facility (Trade Finance Facility) 12,000 (4,334) 7,666 Asset finance facility 6,000 (254) 5,746 Total 32,000 (12,130) 19,870 At 30 June 2024, the Group had $19.9 million in undrawn facilities, which will provide sufficient headroom for working capital and to fund planned capital investment projects. Significant changes in the state of affairs During FY24, Clean Seas conducted a detailed Operational Review of the business, resulting in a biomass reduction, restructure of the workforce, consolidation of farming activities and clearance of excess frozen inventory. Mr Gilbert Vergères resigned as an Independent Non-Executive Director on 3 May 2024 and Mr Gary Higgins was appointed an Independent Non-Executive Director on 3 June 2024. Events arising since the end of the reporting period On 9 August 2024, Non-Executive Chairman Mr Travis Dillon, announced his intention to not seek re-election when his term expires at the Company’s upcoming Annual General Meeting. There are no other matters or circumstances that have arisen since the end of the year that has significantly affected or may significantly affect either: • the entity’s operations in future financial years; • the results of those operations in future financial years; or • the entity’s state of affairs in future financial years. 20 Directors’ Report continued Likely developments, business strategies and prospects The Group expects the positive benefits of the Operational review to continue to emerge in FY25. The consolidation of Clean Seas’ farming footprint is expected to give rise to efficiencies and a lower risk profile in a shorter timeframe than would have otherwise been the case, providing mitigation for the operational challenges experienced in FY24. Clean Seas expects strong demand for its premium ocean-reared Kingfish to continue, and aims to leverage this by: • Implementing the new “Eyre Spirit” feed barge and redeploying the existing “K5” feed barge, delivering feed automation to circa 90% of Clean Seas’ farming operations; • Benefit from ongoing reductions in feed prices with the stabilisation of supply constraints for fish meal and fish oil; • Improving key financial and operating metrics including Operating EBITDA per kg, Kingfish survival rates and eFCR; and • Tight cost controls throughout all aspects of the business. Information on Directors and Key Management Mr Travis Dillon – Chairman, Independent Non-Executive Director Mr Dillon was appointed to the Board on 21 October 2020. Mr Dillon holds an Advanced Diploma of Agriculture (RBM), a Master of Business Administration from Australian Institute of Business and is a Member of the Australian Institute of Company Directors. Mr Dillon has extensive agribusiness experience, with a strong commercial and strategic mindset. He was formerly CEO and MD of Ruralco Holdings and is currently Chairman of Select Harvests Limited (ASX:SVH), Deputy Chairman of Lifeline Australia, and Non-Executive Director of Australian Grain Technology. Mr Dillon was previously Chairman of Terragen Holdings Limited (ASX:TGH). Mr Dillon’s shareholding at signing date was 292,592 shares. Ms Katelyn Adams – Independent Non-Executive Director Ms Adams was appointed to the Board on 1 June 2021. She is the Chair of the Remuneration and Nominations Committee and a member of the Audit and Risk Committee. Ms Adams has over 15 years of accounting and board experience, servicing predominantly ASX listed companies. Katelyn is a Chartered Accountant and Partner of the Corporate Advisory division of HLB Mann Judd in Adelaide, as well as the Company Secretary of various listed and private companies. Katelyn has extensive knowledge in corporate governance, ASX Listing Rule requirements, IPO and capital raising processes, as well as a strong technical accounting background. Ms Adams holds a Bachelor of Commerce and is a Chartered Accountant. Ms Adams’ shareholding at signing date was 87,038 shares. Mr Marcus Stehr – Independent Non-Executive Director Mr Stehr was appointed to the Board on incorporation in September 2000. He is a member of the Audit and Risk Committee. Mr Stehr’s technical qualifications include Master Class 4 Fishing/Trading Skippers certificates, MED 1 and Dive Master certificates. Commercial qualifications include business management courses spanning post graduate studies in Business and completion of the Company Director’s Course. He is a Fellow of the Australian Institute of Company Directors. Mr. Stehr has more than 25 years of hands on experience in marine finfish aquaculture operations encompassing Tuna, Kingfish and Mulloway. In addition to being Managing Director of Australian Tuna Fisheries Pty Ltd (a substantial shareholder in Clean Seas), Stehr Group Pty Ltd and Sanchez Tuna Pty Ltd, Mr Stehr makes a strong contribution to the Australian fishing and aquaculture industries as: • Board member of the Australian Southern Bluefin Tuna Industry Association Ltd; • Director of the Australian Maritime and Fisheries Academy (Australian Fisheries Academy Ltd); • Industry member of Southern Bluefin Tuna Fishery Management Advisory Committee; and • Industry representative on the Southern Bluefin Tuna Management Advisory Committee. Mr Stehr’s shareholding at signing date was 173,485 shares. Clean Seas Seafood Limited Annual Report 2024 21 Directors’ Report continued Mr Gary Higgins – Independent Non-Executive Director Mr Higgins was appointed to the Board on 3 June 2024. He is the Chair of the Audit and Risk Committee. Gary is a Chartered Accountant with over 40 years’ experience providing accounting, taxation and corporate finance advice. Gary has extensive aquaculture experience including mergers & acquisitions, business development, government relations and community engagement. He is a Director of Yumbah Aquaculture Limited since March 2008 (Chairman since June 2016) and is a Non-Executive Director of East 33 (ASX:E33) since November 2022. Gary continues to advise a portfolio of clients specialising in mergers, acquisitions and business valuations. Mr Higgins’s shareholding at signing date was nil shares. Mr Gilbert Vergères – Non-Executive Director Mr Vergères was appointed to the Board on 3 March 2020 and resigned on 3 May 2024. He was a member of the Remuneration and Nomination Committee. Mr Vergères is one of three Partners of Bonafide Wealth Management AG, who, through their mutual investment funds, is one of Clean Seas’ largest shareholders. Based in Liechtenstein, Bonafide Wealth Management AG was established in 2008 to focus exclusively in the Fish and Seafood Sector and is today considered one of the pre-eminent global investors in aquaculture. Mr Vergères had a long career in Finance in Switzerland, where he worked at several Swiss private banks. In 1998, he started his own business operations and has been Managing Director and member of the Board of Directors at an asset management company until 2013 before establishing the Bonafide Global Fish Fund with his two partners in 2012. Mr Vergères is located in Asia reflecting the Bonafide Funds’ focus on aquaculture investments in the Asia Pacific region. Mr Vergères shareholding at the date of his resignation was 320,176 shares. Ms Eryl Baron – Company Secretary Ms Baron (AGIA) was appointed as Company Secretary on 3 December 2020. Ms Baron has an extensive background in providing corporate secretarial and corporate governance services to listed companies in a wide range of industries. Mr Rob Gratton – Chief Executive Officer Mr Gratton was appointed as Chief Executive Officer on 3 December 2020 having been acting in the role since August 2020, and was appointed Joint Company Secretary on 4 June 2019. Mr Gratton was previously Clean Seas’ Chief Financial Officer. He has over 25 years’ experience in Banking, Corporate Finance and Accounting roles in Australia, the United Kingdom and United States. Mr Gratton was CFO and Company Secretary at Jurlique and kikki.K, and has also held senior positions at JP Morgan Investment Bank in London and New York, after starting his career at Westpac in Australia. Mr Gratton’s shareholding at signing date was 730,651 shares. Mr David Di Blasio – Chief Financial Officer Mr Di Blasio was appointed as Chief Financial Officer on 11 June 2024. He has over 20 years’ experience in Corporate Finance and Accounting roles in Oil and Gas and Aquaculture. Mr Di Blasio is a Chartered Accountant and holds an MBA in addition to Bachelor degrees in Commerce and Science. Mr Di Blasio’s shareholding at signing date was nil shares. Mr David Brown – Chief Financial Officer Mr Brown was appointed as Chief Financial Officer on 3 December 2020 and resigned on 11 June 2024. Mr Brown was previously Clean Seas’ Group Controller and Joint Company Secretary. He has over 15 years’ experience in Corporate Finance and Accounting roles across a breadth of industries and is a Chartered Accountant. Prior to commencing with Clean Seas, Mr Brown held senior positions at KPMG and Grant Thornton specialising in Corporate Finance. Mr Brown’s shareholding at the date of his resignation was nil shares. 22 Directors’ Report continued Directors’ meetings The number of Board meetings and meetings of Board Committees held during the year, and the number of meetings attended by each Director is as follows: BOARD MEETINGS AUDIT AND RISK COMMITTEE REMUNERATION AND NOMINATIONS COMMITTEE DIRECTOR’S NAME MEETINGS ATTENDED MEETINGS ATTENDED MEETINGS ATTENDED Travis Dillion 15 15 4 4 2 2 Katelyn Adams 15 15 4 4 2 2 Marcus Stehr 15 15 4 4 – – Gary Higgins 1 1 – – – – Gilbert Vergères 13 12 – – 2 2 Unissued shares under option There are no share options issued at the date of this report. The Group issued 2,164,329 share rights during the financial year. The Group had 3,369,695 share rights outstanding at 30 June 2024. Further details are provided in the Remuneration Report. Shares issued during or since the end of the year as a result of exercise The Group issued 560,369 shares during the financial year as a result of the exercise of share rights. Clean Seas Seafood Limited Annual Report 2024 23 Directors’ Report continued Remuneration Report (audited) The Directors of Clean Seas Seafood Limited (‘the Group’) present the Remuneration Report for Non-Executive Directors and other Key Management Personnel, prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001. The Remuneration Report is set out under the following main headings: (a) Principles used to determine the nature and amount of remuneration; (b) Details of remuneration; (c) Service agreements; (d) Bonuses included in remuneration; and (e) Other information. (a) Principles used to determine the nature and amount of remuneration The principles of the Group’s executive remuneration strategy and supporting incentive programs and frameworks are: • to attract and retain high calibre senior executives; • to align rewards to business outcomes that deliver value to shareholders; • to drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and • to ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation and retention of executive talent. The Board has established a Remuneration and Nominations Committee which operates in accordance with its charter as approved by the Board and is responsible for determining and reviewing compensation arrangements for the Directors and the Executive Team. The advice of independent remuneration consultants is taken from time to time so as to establish that Directors’ fees and Executive remunerations are in line with market standards, however, Clean Seas did not use remuneration consultants in FY24. NON-EXECUTIVE DIRECTOR REMUNERATION In accordance with best practice corporate governance, the remuneration of Non-Executive Directors is structured separately from that of Executive Directors and Senior Executives. The Group’s Non-Executive Directors receive only Director fees (including statutory superannuation where applicable) for their services and the reimbursement of reasonable expenses. The Board reviews its fees to ensure the Group’s Non-Executive Directors are fairly remunerated for their services, recognising the level of skill and experience required to conduct the role and to have in place a fee scale which enables the Group to attract and retain talented Non-Executive Directors. Non-Executive Directors do not receive any shares, options or other securities in addition to their remuneration and are not eligible to participate in any Group share plans or any other incentive plans that may be in operation. They do not receive any retirement benefits other than compulsory superannuation where applicable. The aggregate remuneration paid to all the Non-Executive Directors (inclusive of statutory superannuation) may not exceed the current “fee pool” limit of $600,000, which was set at the 2018 AGM on 13 November 2018. This “fee pool” is only available to Non-Executive Directors, as Board membership is taken into account in determining the remuneration paid to Executive Directors as part of their normal employment conditions. In FY24 total fees paid to Non-Executive Directors was $394,916 per the Details of remuneration table on page 27. The fees payable to Non-Executive Director and Committee fees are summarised below: CHANGES IN NON-EXECUTIVE DIRECTORS AND COMMITTEE FEES 2024 2023 CHANGE Chairman $150,0001 $150,0001 – Non-Executive Director $70,000 $70,000 – Audit and Risk Committee Chair $15,000 $15,000 – Audit and Risk Committee member $7,500 $7,500 – Remuneration & Nomination Committee Chair $12,000 $12,000 – Remuneration & Nomination Committee member $6,000 $6,000 – 1. Chairman’s fees are inclusive of all committee fees. 24 Directors’ Report continued EXECUTIVE REMUNERATION The remuneration structure adopted by the Group for FY24 consists of the following components: • fixed remuneration being annual salary and benefits; • short term incentives, being cash bonuses; and • long term incentives, being share based remuneration, in the case of the CEO and Senior Executives. The Remuneration and Nominations Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Executive Team. The payment of bonuses is reviewed by the Remuneration and Nominations Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses must be linked to pre-determined performance criteria. SHORT TERM INCENTIVE (STI) The Group’s performance measures involve the use of annual performance objectives, metrics and performance appraisals. Financial targets are based on Operating EBITDA while non-financial targets are based on strategic goals set in relation to the main priorities for each position. The performance measures are set annually after consultation with the Directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for business improvement, expansion and profit and cover financial and non-financial measures. The Key Performance Indicators (‘KPI’s’) for the KMP in FY24 are summarised as follows: • CEO: Operating EBITDA in FY24, sales volumes and farmgate, growth capital projects, workplace health and safety, culture and sustainability. • CFO: Operating EBITDA in FY24, growth capital projects, workplace health and safety, culture and sustainability. LONG TERM INCENTIVE (LTI) The Group maintains an annual Long Term Incentive (LTI) plan for Executives. This plan grants Share Rights to eligible employees, and the Rights have the potential to vest into Ordinary Shares over a three year period, subject to the Group delivering increased shareholder value. The Group’s LTI Plan is linked to the delivery of cumulative Operating EBITDA earnings growth over a three-year performance period and is underpinned by the Group’s longer-term vision. Summary of LTI’s granted is presented below. SHARE RIGHT TRANCHE GRANT DATE VALUATION PRICE EXERCISE PRICE TARGETS NUMBER OF RIGHTS VESTING DATES FY23 Tranche 1 9-Jun‑23 0.495 nil Cumulative operating EBITDA over 3 years $15.0 million 729,188 30-Jun‑25 FY23 Tranche 2 9-Jun‑23 0.495 nil Cumulative operating EBITDA over 3 years $20.0 million 729,188 30-Jun‑25 FY23 Tranche 3 9-Jun‑23 0.495 nil Cumulative operating EBITDA over 3 years $21.5 million 729,188 30-Jun‑25 FY24 Tranche 1 31-Aug‑23 0.499 nil Cumulative operating EBITDA over 3 years $18.0 million 721,443 30-Jun‑26 FY24 Tranche 2 31-Aug‑23 0.499 nil Cumulative operating EBITDA over 3 years $24.0 million 721,443 30-Jun‑26 FY24 Tranche 3 31-Aug‑23 0.499 nil Cumulative operating EBITDA over 3 years $26.0 million 721,443 30-Jun‑26 317,201 Share Rights vested and were exercised into Ordinary Shares in FY24 by key management. Clean Seas Seafood Limited Annual Report 2024 25 Directors’ Report continued PERFORMANCE REVIEWS Management have regular annual performance reviews in accordance with established procedures. Pursuant to the Board’s and Board Committee’s respective Charters, the Board conducts annual evaluations of its performance, the performance of its Committees, the Chairman, individual Directors and the key governance processes that support the Board’s work. The respective Board Committee Charters also require the Committees to evaluate their performance and composition at least annually to determine whether they are functioning effectively by reference to current best practice. This evaluation is presented to the Board for review. VOTING AND COMMENTS MADE AT THE GROUP’S LAST ANNUAL GENERAL MEETING The resolution for adoption of the Remuneration Report for the financial year ending 30 June 2023 was passed by 98.45% of votes in a poll at the Company’s 2023 Annual General Meeting. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting. The Directors consider that the relevant remuneration packages of the Board and Executives are appropriate. CONSEQUENCES OF PERFORMANCE ON SHAREHOLDER WEALTH In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following measures in respect of the current financial year and the previous five financial years: ITEM 2024 2023 2022 2021 2020 Basic EPS (cents) (17.03) 3.62 5.26 (27.36) (15.57) Profit/(loss) before tax ($’000) (33,454) 5,996 8,676 (32,097) (14,454) Profit/(loss) after tax ($’000) (33,454) 5,996 8,676 (32,097) (14,454) Net Assets ($’000) 61,981 87,053 80,742 68,532 72,458 Share price at 30 June (cents) 20.0 50.0 52.0 52.5 55.5 26 Directors’ Report continued (b) Details of remuneration Details of the nature and amount of each element of the remuneration of each Key Management Personnel (‘KMP’) of the Group are shown in the table below: CASH BENEFITS NON-CASH BENEFITS CASH BENEFITS NON-CASH BENEFITS DIRECTOR AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATION ($) SHORT‑TERM EMPLOYEE BENEFITS POST- EMPLOY MENT BENEFITS LONG-TERM BENEFITS TERMIN ATION BENEFITS SHARE- BASED PAYMENTS EMPLOYEE YEAR CASH SALARY AND FEES BONUS NON- MONETARY BENEFITS SUPER ANNU ATION LONG SERVICE LEAVE TERMIN ATION PAYMENTS SHARE RIGHTS TOTAL PERFOR MANCE BASED PERCENT AGE OF REMUNER ATION Non-Executive Directors Travis Dillon Chairman, Independent 2024 150,000 – – – – – – 150,000 0% 2023 150,000 – – – – – – 150,000 0% Katelyn Adams Independent 2024 97,000 – – – – – – 97,000 0% 2023 97,000 – – – – – – 97,000 0% Marcus Stehr Independent 2024 69,820 – – 7,680 – – – 77,500 0% 2023 70,455 – – 7,398 – – – 77,853 0% Gilbert Vergeres1 2024 63,333 – – – – – – 63,333 0% 2023 76,000 – – – – – – 76,000 0% Gary Higgins2 2024 7,083 – – – – – – 7,083 0% 2023 – – – – – – – – 0% Other Key Management Personnel Rob Gratton CEO 2024 447,500 – – 27,500 11,149 – – 486,149 0% 2023 450,750 106,875 – 27,500 16,315 – 108,372 709,812 30% David Di Blasio Current CFO3 2024 13,038 – – 1,058 489 – – 14,585 0% 2023 – – – – – – – – 0% David Brown Former CFO4 2024 297,500 – – 27,500 – – – 325,000 0% 2023 299,789 82,875 – 27,500 12,065 – 67,160 489,389 31% 2024 Total 2024 1,145,274 – – 63,738 11,638 – – 1,220,650 0% 2023 Total 2023 1,143,994 189,750 – 62,398 28,380 – 175,532 1,600,054 23% 1. Mr Gilbert Vergères resigned as a Non-Executive Director effective 3 May 2024. 2. Mr Gary Higgins was appointed a Non-Executive Director effective 3 June 2024. 3. Mr David Di Blasio commenced as a KMP effective 11 June 2024. 4. Mr David Brown ceased being a KMP on 7 June 2024. Clean Seas Seafood Limited Annual Report 2024 27 Directors’ Report continued (c) Service agreements Remuneration and other terms of employment for the Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below: NAME BASE SALARY $ MOTOR VEHICLE/ ALLOWANCE TERM OF AGREEMENT NOTICE PERIOD Rob Gratton (CEO) $425,750 Yes Ongoing 9 months David Di Blasio (CFO) $280,000 No Ongoing 3 months The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: NAME FIXED REMUNER ATION MAXIMUM AT RISK – STI MAXIMUM AT RISK – LTI Rob Gratton 49% 15% 36% David Di Blasio 55% 15% 30% (d) Bonuses included in remuneration Details of the short-term incentive cash bonuses awarded as remuneration to each Key Management Personnel for FY24, the percentage of the available bonus that was awarded in the financial year and the percentage that was forfeited because the performance criteria were not achieved is set out below. No part of the bonus carries forward to future years. The awarded bonuses have been recognised in FY24. INCLUDED IN REMUNER ATION PERCENTAGE VESTED DURING THE YEAR PERCENTAGE FORFEITED DURING THE YEAR Rob Gratton $nil 0% 0% David Di Blasio $nil 0% 0% 28 Directors’ Report continued (e) Other information SHARES HELD BY KEY MANAGEMENT PERSONNEL The number of ordinary shares in the Group during the 2024 reporting period held by each of the Group’s Key Management Personnel, including their related parties, is set out below: Year ended 30 June 2024 – Ordinary Shares PERSONNEL BALANCE AT START OF YEAR GRANTED AS REMUNER ATION RECEIVED ON EXERCISE OTHER CHANGES HELD AT THE END OF REPORTING PERIOD T Dillon 200,000 – – 92,5921 292,592 K Adams 50,000 – – 37,0381 87,038 M Stehr 117,930 – – 55,5551 173,485 G Higgins – – – – – G Vergères 320,176 – – (320,176)2 – R Gratton 455,647 – 200,929 74,0751 730,651 D Di Blasio – – – – – D Brown 106,829 – 116,092 (222,921)3 – Totals 1,250,582 – 317,021 36,339 1,603,942 1. Participation in the January 2024 Share Placement, on market purchases and disposals. 2. Mr Gilbert Vergères resigned as a Non-Executive Director effective 3 May 2024. 3. Mr David Brown ceased being a KMP on 7 June 2024. No options to acquire shares are held by Key Management Personnel. SHARE RIGHTS HELD BY KEY MANAGEMENT PERSONNEL Share rights granted under the LTI Equity Incentive Plan are set out below: PERSONNEL BALANCE AT START OF YEAR GRANTED AS REMUNER ATION EXERCISED LAPSED HELD AT THE END OF REPORTING PERIOD R Gratton 1,880,117 713,928 (200,929) (957,596) 1,435,520 D Di Blasio – – – – – D Brown 1,163,090 488,477 (116,092) (1,535,475) – Totals 3,043,207 1,202,405 (317,021) (2,493,071) 1,435,520 The share rights will vest if specified performance targets are achieved and the Executive remains employed by the Group for three years including the year for which the share rights were granted, or in other circumstances agreed with the executive or at the discretion of the Board. Each share right on exercise converts to one ordinary share, subject to adjustment in specified circumstances. No amount is payable on vesting or exercise. Clean Seas Seafood Limited Annual Report 2024 29 Directors’ Report continued OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL The Group’s related parties comprise its key management and entities associated with key management. A substantial shareholder in Clean Seas Seafood Limited is Australian Tuna Fisheries Pty Ltd (ATF) (Marcus Stehr is a Director). ATF and its associated entities controlled 3.4% of issued shares at 30 June 2024 (2023: 3.8%) and it is associated with Stehr Group Pty Ltd, H & A Stehr Superannuation Fund, Sanchez Tuna Pty Ltd and Marcus Stehr Australia Pty Ltd. These transactions were as follows: AUSTRALIAN TUNA FISHERIES PTY LTD: 2024 $’000 2023 $’000 • Receipts for ice, expenses, SBT quota lease and contract labour – 12 • Payments for towing, contract labour, fish feed, marina and net shed rent and electricity (754) (291) Stehr Group Pty Ltd • Payments for office rent (63) (47) The following balances are outstanding as at the reporting date in relation to transactions with related parties: 2024 $’000 2023 $’000 Current payables • Australian Tuna Fisheries Pty Ltd 7 9 • Stehr Group Pty Ltd – 5 End of audited Remuneration Report. 30 Directors’ Report continued Environmental, Social and Governance Clean Seas has a strategic ambition to establish a reputation for its sustainable practices and to create a safe and collaborative environment for its employees, which fosters teamwork, and internal development opportunities, and provides the necessary resources to drive growth, profitability, sustainability, and stability. To advance our Environmental, Social, and Governance (ESG) credentials, the Group progressed the following initiatives: 1. Identified the World Economic Forum (WEF) Stakeholder Capitalism ESG framework as a suitable ESG Reporting Framework that aligns with the Group’s objectives and reporting requirements. 2. Selected Socialsuite ESG disclosure platform to assist in preparing the ESG report and to start gathering the necessary information for its compilation. 3. Engaged and selected consultants to aid Clean Seas in calculating its Greenhouse Gas emissions, ensuring accuracy and compliance with relevant standards including the proposed Australian Sustainability Reporting Standards (ASRS). Progress on these activities in FY24 has been modest, in part due to the Operational Review undertaken during the year. The Group remains committed to these initiatives and will renew efforts in FY25. Environmental Through our accreditation with the Aquaculture Stewardship Council (ASC), we have demonstrated the importance of our animal welfare, sustainability, and environmental credentials. The ASC is an independent, international non-profit organisation that manages the world’s leading certification and labelling programme for responsible aquaculture. This important certification recognises that customers around the world are increasingly looking for sustainable and responsibly farmed seafood products and underpins everything we do at Clean Seas. Clean Seas is committed to managing its farming operations, using best practice methods and strategies, to grow world-class, high-quality Yellowtail Kingfish whilst ensuring that the environment and ecology of the waters we farm remain pristine, safeguarding the long-term sustainability of our operations. Clean Seas champions world’s best practice in sustainability which intentionally exceeds stringent government regulations to ensure viable stocks for the future. Environmental impact is managed by fallowing and stocking limits and is strictly monitored by the South Australian government. Clean Seas was founded with sustainability as a core value, with initial R&D focused on closing the lifecycle of Yellowtail Kingfish, reducing reliance on wild stocks and flow on impacts to the marine ecosystem. These values are reflected in the Group’s ongoing operations. Clean Seas’ Yellowtail Kingfish breed and grow naturally in the waters of Spencer Gulf, meaning that farming here is ideal for the fish and the business. The Group’s farm locations within the vast waters of Spencer Gulf allow for site rotations and fallowing periods. For land-based operations, including the Arno Bay hatchery facility, Clean Seas sources its electricity from a GreenPower™ certified supplier. Clean Seas seeks to continue to enhance its sustainability credentials, through projects which are focused on reducing the Group’s future impact on climate change. Two key projects being Kingfish diet development and Polystyrene box replacement, are described below. Kingfish diet development Clean Seas continues to work closely with feed suppliers and to conduct extensive in-house research to improve feed formulations, integrate alternative ingredients with enhanced sustainability credentials and improve the overall performance of its Yellowtail Kingfish feeds. We are committed to the evolution of our feeds into more sustainable diets in the future. Polystyrene box replacement for fresh fish transportation Clean Seas has historically relied on polystyrene for its fresh fish boxes, but as of September 2024 will be transitioning over to new environmentally friendly cartons which align with Clean Seas’ commitment to environmental responsibility. The new cartons are made from 65% earth materials with the potential for 100% closed loop recycling. Compared to polystyrene, the new cartons also produce 80% less Carbon Dioxide emissions when manufactured, and include 70% less pollutants in composition. Not only are the new cartons more environmentally friendly than polystyrene they also come with excellent marketing opportunities for Clean Seas with the ability for magazine quality printing. Clean Seas Seafood Limited Annual Report 2024 31 Directors’ Report continued Social Clean Seas has maintained its commitment to engaging with its customers, suppliers, investors, and the community. Community Clean Seas has supported the Port Lincoln High School, Cleve Area School and Whyalla Secondary College, providing course content and site visits to help inspire careers in aquaculture, and contributed to the Dive into Aquaculture pilot program for industry pathways. People At Clean Seas, our commitment to People and Culture is integral to our success and sustainability. We strive to foster an inclusive, dynamic, and supportive work environment where every employee can thrive. Our People and Culture philosophy is anchored in the company Values and agreed behaviours: Do What’s Right, Work as a Team, Challenge Boundaries and Make it Happen Safely. We celebrate and embrace diverse perspectives and backgrounds. Our goal is to create an inclusive environment where all employees feel valued, respected, and empowered to contribute their unique skills and viewpoints. We are dedicated to providing continuous learning and development opportunities and we are investing in the identification and development of the emerging talent and leadership capabilities within our workforce. We believe in acknowledging and celebrating the achievements and contributions of our employees. We continue to seek out and deliver appropriate programs which are designed to highlight outstanding performance and reinforce our commitment to rewarding excellence. Aligned with our underpinning Values, we encourage a collaborative and team-oriented work environment where innovation and shared success are celebrated. We continue to pursue initiatives that enhance reward and recognition, as well as to provide opportunities for training, growth, and development. We are also dedicated to offering flexible working arrangements that effectively balance the needs of our employees with the demands of our business. Clean Seas is focused on providing a blend of working arrangements to manage the needs of our people and the business. At 30 June 2024 our workforce consisted of the following: Full time employees Part time & casual employees Non-Executive Directors Total employees Female 17 Male 76 Female 5 Male 23 Female 1 Male 3 Female 22 Male 99 32 Directors’ Report continued Workplace Health and Safety Pursuing best practice standards for the safety and well-being of our employees and ensuring that we are focused on continuous improvement in these areas have been identified as our highest priorities – The Group continues to emphasise its focus on our ‘Safety First’ culture. We are committed to creating and maintaining a safe and healthy work environment for everyone. Our approach to improving our safety systems and workplace safety behaviour is underpinned by our WHS Renewal Project which was based on the results and recommendations of a thorough safety audit undertaken in October 2023. The renewal project will run through until June 2025. We are investing in ongoing training and resources to ensure that all employees understand and can contribute to our safe work practices, which includes mandatory safety training, emergency response drills, and access to an up-to-date safety system and information. In addition to traditional safety, Clean Seas prioritises employee well-being, including mental health and emotional support in the workplace. We offer access to certified Mental Health First Aid and continue our commitment to the Employee Assistance Program (EAP), which provides free, confidential counselling services. This program is designed to give employees a supportive space to seek professional guidance for any personal or work-related challenges. By offering this valuable resource, Clean Seas aims to create a positive and supportive work environment that promotes the overall well-being of our workforce. Clean Seas is committed to fostering a positive work environment by promoting values and behaviours that contribute to making it a great place to work. We are focusing not only on what we do but also on how we go about performing our duties safely each day. Our proactive approach to safety compliance and behaviour underscores our dedication to the well-being of our employees and stakeholders. Governance Corporate Governance framework The Board of Directors and management of Clean Seas recognise the importance of good corporate governance and are committed to maintaining and enhancing the highest standards across the Group. The Clean Seas Board has established a transparent and high quality corporate governance framework comprising codes, policies and charters under which the Group operates. The framework outlines the Group and management’s commitment to act ethically, openly, fairly, and diligently when promoting the interests of shareholders, employees, customers, suppliers and broader community interests. The Board’s roles and responsibilities are formalised in a Board Charter which is available on the Group’s website. The Charter is reviewed periodically to ensure it remains appropriate given the operations of the business and the responsibilities and composition of the Board. In addition to the Board Charter, the Board has developed a Policy on Delegation and Matters Reserved for the Board which clearly establishes the relationship between the Board and Management and further describes their respective roles and responsibilities in a manner consistent with the ASX Principles. Although the shareholders elect and re-elect Clean Seas’ Directors, the Board seeks to ensure that appointed Directors have a broad range of experience and commercial expertise or appropriate professional qualifications most relevant to the sound governance of the Group. Clean Seas routinely reviews the skills of the board through the development of a board skills matrix. The matrix identifies the skills and experience required for Board members to fulfil their responsibilities effectively. Throughout FY23 and FY24 the Board engaged a corporate governance and board leadership consultant to conduct workshops and skills training for the Directors, ensuring that they remain up-to-date with development of regulations and stakeholder expectations with respect to their role on the Board of Clean Seas. The Board currently comprises four Non-Executive Directors, including the Chairman. Clean Seas’ Board has a majority of independent Non-executive Directors, and three Directors are considered to be independent. We have a Policy on Independence of Directors that outlines the criteria for determining independence, which includes factors such as shareholding, relationships with the Group, and business relationships with senior executives. We regularly assess our Non-executive Directors’ independence to ensure that remain independent in their decision-making. Clean Seas is committed to promoting diversity and inclusion, and our Board reflects this commitment. The Group has a policy to promote diversity at all levels of the organisation. Our Board has one female Director, accounting for 25% of the Board. We also recognise the importance of Board diversity, and through our selection and recruitment processes we actively seek out Board members with diverse backgrounds and perspectives to enhance the board skills matrix. Clean Seas Seafood Limited Annual Report 2024 33 Directors’ Report continued Anti-bribery and corruption Clean Seas is committed to upholding the highest standards of ethical behaviour, transparency, and accountability. We recognise that corruption is a major threat to sustainable development and can have significant negative impacts on our business, stakeholders, and society as a whole. The Group does not tolerate wilful acts of bribery and corruption in its operations and activities since such acts are legally, morally and ethically wrong. Clean Seas has therefore adopted an Anti-bribery and Corruption Policy and a Code of Conduct which apply to all staff and directors. These policies outline our commitment to ethical behaviour, including zero-tolerance for bribery, corruption, and any other forms of unethical conduct. Clean Seas Seafood has a zero-tolerance approach to corruption and bribery, and we have not had any reported incidents of corruption during the reporting period. Whistleblower Policy The Group recognises the importance of providing employees, Board members and other stakeholders with a safe and confidential environment to report any unethical behaviour. To achieve this, the Group has implemented a Whistleblower Protection Policy that allows individuals to report any illegal, unethical, or inappropriate behaviours or practices without fear of retribution. No reports have been received under this policy during the reporting period. Environmental legislation The Group’s operations are subject to Commonwealth and State regulations governing marine and hatchery operations, processing, land tenure and use, environmental requirements including site specific environmental licences, permits and statutory authorisations, workplace health and safety and trade and export. The Group’s management regularly and routinely monitor compliance with the relevant environmental regulations and compliance is regularly reported to the Board. The Group has well established procedures to monitor and manage compliance with existing environmental regulations and new regulations as they come into force. The Directors believe that all regulations have been met during the period covered by this Annual Financial Report and are not aware of any significant environmental incidents arising from the operations of the consolidated entity during the financial year. Further information in relation to specific regulated areas of the operation is as follows: • The Arno Bay Hatchery is licensed to operate under an Aquaculture Land based Category D License issued by the South Australian Minister for Primary Industries and Regional Development under the Aquaculture Act 2001. The licensee is required to comply with the requirements of all statutes, regulations, by-laws, ordinances, rules, notices or orders lawfully given pursuant to the Aquaculture Act 2001, Aquaculture Regulations 2016, Environment Protection (Water Quality) Policy 2015 and the Livestock Act 1997. Clean Seas has not recorded any breaches of the license requirements. • The Group operates 22 marine aquaculture licences issued by The South Australian Minister for Agriculture, Food and Fisheries under the Aquaculture Act 2001. The licensee is required to comply with the requirements of all statutes, regulations, by-laws, ordinances, rules, notices or orders lawfully given pursuant to the Aquaculture Act 2001, Aquaculture Regulations 2016, Environment Protection (Water Quality) Policy 2015 and the Livestock Act 1997. There has been no material recorded breach of the license requirements. • The Royal Park processing plant is licensed by the South Australian Environment Protection Authority under Part 6 of the Environment Protection Act 1993 to operate as a fish processing works. The Licensee must be aware of and comply with their obligations under the Environment Protection Act 1993, the Environment Protection Regulations 2009, the Environment Protection Policies made under the Environment Protection Act 1993 and the requirements of any National Environment Protection Measure which operates as an Environment Protection Policy under the Environment Protection Act 1993. 34 Directors’ Report continued Indemnities given to and insurance premiums paid for Directors and officers Under rules 50 and 51 of the Group’s Constitution, each of the Group’s Directors, the Company Secretary and every other person who is an Officer is indemnified to the extent permitted by law and Directors and Officers Liability Insurance has been implemented. The terms of the insurance contract prohibit the Group from disclosing the level of premium paid. The Directors, the Company Secretary, the CFO and the CEO have entered into Deeds of Indemnity and Access which indemnify a Director or Officer against liabilities arising as a result of acting as a Director or Officer subject to certain exclusions and provides for related legal costs to be paid by the Group. The Deed requires the Group to maintain an insurance policy against any liability incurred by a Director or Officer in his or her capacity as a Director or Officer during that person’s term of office and seven years thereafter. It also provides a Director or Officer with a right of access to Board papers and other documentation while in office and for seven years thereafter. Non-audit services During the year, Grant Thornton, the Group’s auditors, performed certain other services in addition to their statutory audit duties. The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the impartiality and objectivity of the auditor; and • the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. Details of the amounts paid to the auditors of the Group, Grant Thornton, and its related practices for audit and non-audit services provided during the year are set out in Note 27 to the Financial Statements. A copy of the Auditor’s Independence Declaration as required under s307C of the Corporations Act 2001 is included on page 36 of this financial report and forms part of this Directors’ Report. Proceedings of behalf of the Group No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. Rounding of amounts Clean Seas is a type of Company referred to in ASIC Class Order 2016/191 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable), or in certain cases, to the nearest dollar under the option permitted in the Class Order. Signed in accordance with a resolution of the Directors. Travis Dillon Chairman 27 August 2024 Clean Seas Seafood Limited Annual Report 2024 35 Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s Independence Declaration To the Directors of Clean Seas Seafood Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Clean Seas Seafood Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit. GRANT THORNTON AUDIT PTY LTD Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 27 August 2024 Auditor’s Independence Declaration 36 Corporate Governance Statement The Group’s Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Group has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations. The Group has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations (Corporate Governance Statement). In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on the Group’s website and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will particularise each Recommendation that needs to be reported against by the Group and will provide shareholders with information as to where relevant governance disclosures can be found. The Group’s corporate governance policies and charters are all available on the Group’s Website: https://www.cleanseas.com.au/investors/corporate-governance/. Clean Seas Seafood Limited Annual Report 2024 37 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2024 NOTES 2024 $’000 2023 $’000 Revenue 6 68,801 69,411 Other income 7 682 611 Net gain arising from changes in fair value of biological assets 15 (3,005) 23,390 Fish husbandry expense 8 (36,377) (41,723) Employee benefits expense 23.1 (15,206) (15,331) Fish processing and selling expense (17,645) (15,518) Frozen selling expense (9,971) (6,594) Impairment 14/15/17/18 (12,170) (675) Depreciation and amortisation expense 16/18/19 (3,709) (3,840) Other expenses (4,353) (3,404) (Loss)/Profit before finance items and tax (32,953) 6,327 Finance costs 9 (605) (384) Finance income 9 104 53 (Loss)/Profit before tax (33,454) 5,996 Income tax benefit/(expense) 10 – – Profit for the year after tax (33,454) 5,996 Other comprehensive income for the year, net of tax – – Total comprehensive (loss)/profit for the year (33,454) 5,996 Earnings per share from continuing operations: Basic (loss)/earnings per share (cents per share) 25.1 (18.12) 3.62 Diluted (loss)/earnings per share (cents per share) 25.1 (18.12) 3.56 Note: This statement should be read in conjunction with the notes to the financial statements. 38 Consolidated Statement of Financial Position As at 30 June 2024 NOTES 2024 $’000 2023 $’000 Assets Current Cash and cash equivalents 11 4,301 6,357 Trade and other receivables 12 3,660 5,223 Inventories 14 11,103 11,191 Prepayments 2,056 1,500 Biological assets 15 40,151 62,250 Current assets 61,271 86,521 Non-current Property, plant and equipment 16 22,100 18,929 Right-of-use assets 19 669 766 Biological assets 17 117 117 Intangible assets 18 2,827 2,827 Non-current assets 25,713 22,639 TOTAL ASSETS 86,984 109,160 Liabilities Current Trade and other payables 20 8,455 13,681 Borrowings 21 6,575 1,685 Provisions 22 1,629 1,394 Current liabilities 16,659 16,760 Non-current Borrowings 21 8,055 4,913 Provisions 22 289 434 Non-current liabilities 8,344 5,347 TOTAL LIABILITIES 25,003 22,107 NET ASSETS 61,981 87,053 Equity Equity attributable to owners of the Parent: • share capital 24.1 237,105 228,019 • share rights reserve 24.2 – 704 • accumulated losses (175,124) (141,670) TOTAL EQUITY 61,981 87,053 Note: This statement should be read in conjunction with the notes to the financial statements. Clean Seas Seafood Limited Annual Report 2024 39 Consolidated Statement of Changes in Equity For the year ended 30 June 2024 NOTES SHARE CAPITAL $’000 SHARE RIGHTS RESERVE $’000 ACCUMULATED LOSSES $’000 TOTAL EQUITY $’000 Balance at 1 July 2022 227,901 507 (147,666) 80,742 Profit for the year – – 5,996 5,996 Share rights reserve movement 24.2 118 197 – 315 Balance at 30 June 2023 228,019 704 (141,670) 87,053 Loss for the year – – (33,454) (33,454) Share rights reserve movement 24.2 350 (704) – (354) Share placement 24.2 8,736 – – 8,736 Balance at 30 June 2024 237,105 – (175,124) 61,981 Note: This statement should be read in conjunction with the notes to the financial statements. 40 Consolidated Statement of Cash Flows For the year ended 30 June 2024 NOTES 2024 $’000 2023 $’000 Operating activities Receipts from customers 70,803 69,612 Payments to suppliers excluding feed (31,542) (27,107) Payments for feed (33,987) (27,508) Payments to employees (14,730) (13,487) Net cash provided by operating activities 26 (9,456) 1,510 Investing activities Purchase of property, plant and equipment (6,434) (4,997) Proceeds from sale of property, plant and equipment - 106 Interest received 102 53 Net cash used in investing activities (6,332) (4,838) Financing activities Proceeds from issue of shares 9,511 - Share issue expenses (785) - Proceeds from borrowings 14,038 2,100 Repayment of borrowings (8,111) (4,868) Payment of lease liabilities (280) (198) Interest paid (641) (331) Net cash from financing activities 13,732 (3,297) Net change in cash and cash equivalents (2,056) (6,625) Cash and cash equivalents at beginning of year 6,357 12,982 Cash and cash equivalents at end of year 11 4,301 6,357 Note: This statement should be read in conjunction with the notes to the financial statements. Clean Seas Seafood Limited Annual Report 2024 41 Notes to the Consolidated Financial Statements 1 Nature of operations Clean Seas Seafood Limited and its subsidiaries’ (‘the Group’) principal activities include finfish, which comprises the propagation, growout and sale of Yellowtail Kingfish. The Group continues to enhance its operations through new research and world’s best practice techniques to deliver Yellowtail Kingfish of premium quality. 2 General information and statement of compliance The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’). Clean Seas Seafood Limited is a for-profit entity for the purpose of preparing the financial statements. Clean Seas Seafood Limited is the Group’s Ultimate Parent Company and is an ASX listed Public Company (ASX: CSS) incorporated and domiciled in Australia. The Group also has a secondary listing on Euronext Growth Oslo (OSE: CSS). The address of its registered office and its principal place of business is 7 Frederick Road, Royal Park, SA, Australia, 5014. The consolidated financial statements for the year ended 30 June 2024 were approved and authorised for issue by the Board of Directors on 27 August 2024. 3 Changes in accounting policies 3.1 New and revised standards that are effective for these financial statements There have been no new or revised standards effective for the first time to annual periods beginning on or after 1 July 2023 that have had a material impact to the financial statements. 3.2 Accounting Standards issued but not yet effective and not being adopted early by the Group At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group. Management anticipates that all of the relevant pronouncements will be adopted in the Group’s accounting policies for the first period beginning after the effective date of the pronouncement. The accounting standards that have not been early adopted for the year ended 30 June 2024 but will be applicable to the Group in future reporting periods have been considered to be insignificant to the Group. 4 Summary of accounting policies 4.1 Overall considerations The consolidated financial statements have been prepared using the material accounting policies and measurement bases summarised below. 4.2 Basis of consolidation The Group financial statements consolidate those of the Parent Company and its subsidiaries as of 30 June 2024. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. 42 Notes to the Consolidated Financial Statements continued 4.3 Foreign currency translation FUNCTIONAL AND PRESENTATION CURRENCY The consolidated financial statements are presented in Australian Dollars (‘$AUD’), which is also the functional currency of the Parent Company. FOREIGN CURRENCY TRANSACTIONS AND BALANCES Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at year end exchange rates are recognised in profit or loss. Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the date of the transaction), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined. 4.4 Revenue The consolidated entity recognises revenue as follows: REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. SALE OF GOODS Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery. INTEREST INCOME Interest income is reported on an accrual basis using the effective interest method. 4.5 Operating expenses Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin. 4.6 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period in which they are incurred and reported in finance costs (see Note 9). Clean Seas Seafood Limited Annual Report 2024 43 Notes to the Consolidated Financial Statements continued 4.7 Intangible assets RECOGNITION OF INTANGIBLE ASSETS Acquired intangible assets Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and install the specific software. Acquired fish quotas, water leases and licences and Icefresh™ are capitalised on the basis of costs incurred to acquire. SUBSEQUENT MEASUREMENT All intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives once they are ready for use, where these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as described in Note 4.10. The following useful lives are applied: • Primary Industries and Regions South Australia (PIRSA) water leases and licences: indefinite When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses. 4.8 Property, plant and equipment LAND AND BUILDINGS Freehold land and buildings are recognised at their cost less accumulated depreciation and impairment losses. As no finite useful life for land can be determined, related carrying amounts are not depreciated. PLANT AND EQUIPMENT Plant and equipment is initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by the Group’s management. Plant and equipment also includes leasehold property held under a finance lease (see Note 4.9). These assets are subsequently measured using the cost model, being cost less subsequent depreciation and impairment losses. Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of buildings, plant and equipment. The following depreciation rates are applied: • buildings: 2.5% – 13% • vessels: 5% – 7.5% • cages and nets: 10% – 33% • motor vehicles: 12.5% – 15% • computers: 25% – 33% • other plant and equipment: 5% – 33% In the case of leasehold property, expected useful lives are determined by reference to comparable owned assets or over the term of the lease, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses. 4 Summary of accounting policies (continued) 44 Notes to the Consolidated Financial Statements continued 4.9 Leased assets LEASES The Group assesses whether a contract is, or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; • Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; • The amount expected to be payable by the lessee under residual value guarantees; • The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and • Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is presented as Borrowings in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies AASB 136 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ Note 4.8. Clean Seas Seafood Limited Annual Report 2024 45 Notes to the Consolidated Financial Statements continued 4.10 Impairment testing of other intangible assets and property, plant and equipment For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risks factors. Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount. 4.11 Financial instruments RECOGNITION AND DERECOGNITION Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. CLASSIFICATION AND INITIAL MEASUREMENT OF FINANCIAL ASSETS Financial assets are classified according to their business model and the characteristics of their contractual cash flows. Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15 Revenue from Contracts with Customers, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). SUBSEQUENT MEASUREMENT OF FINANCIAL ASSETS For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into the following four categories: • Financial assets at amortised cost • Financial assets at fair value through profit or loss (FVTPL) • Debt instruments at fair value through other comprehensive income (FVTOCI) • Equity instruments at FVTOCI All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. FINANCIAL ASSETS AT AMORTISED COST Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business model of ‘hold to collect’ contractual cash flows are accounted for at amortised cost using the effective interest method. The Group’s trade and most other receivables fall into this category. 4 Summary of accounting policies (continued) 46 Notes to the Consolidated Financial Statements continued IMPAIRMENT OF FINANCIAL ASSETS The Group uses a simplified approach in accounting for trade and other receivables and records the loss allowance at the amount equal to the expected lifetime credit losses. The Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group have assessed the impact of the impairment model and no adjustment was required in Group’s financial statements. CLASSIFICATION AND SUBSEQUENT MEASUREMENT OF FINANCIAL LIABILITIES The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are measured subsequently at amortised cost using the effective interest method, except for financial liabilities held for trading or designated at FVTPL, that are carried subsequently at fair value with gains or losses recognised in profit or loss. All derivative financial instruments that are not designated and effective as hedging instruments are accounted for at FVTPL. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. 4.12 Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. 4.13 Income taxes Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise those obligations to, or claims from, the Australian Taxation Office (‘ATO’) and other fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income, based on the Group’s forecast of future operating results which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full. The Group does not currently recognise deferred tax assets and liabilities due to uncertainty regarding the utilisation of prior year losses in future years. Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are recognised in other comprehensive income (such as the revaluation of land) or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively. Clean Seas Seafood Limited and its wholly-owned Australian controlled entity have implemented the tax consolidation legislation from 1 July 2007. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Clean Seas Seafood Limited Annual Report 2024 47 Notes to the Consolidated Financial Statements continued 4.14 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 4.15 Equity and reserves Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits. Share rights reserve represents, in accordance with AASB 2 Share-based Payment, the allocated fair value at grant date of share rights that have been granted and remain outstanding at the reporting date. The value determined is recognised evenly over the financial years in which services are provided as specified by the performance period for each grant of share rights, subject to subsequent revision of the number of share rights expected to vest and the number that ultimately vest. The recognised value of share rights that vest and are exercised is transferred to share capital on the issue of shares. Retained earnings/accumulated losses include all current and prior period retained profits and losses. All transactions with owners of the Parent are recorded separately within equity. 4.16 Employee benefits SHORT-TERM EMPLOYEE BENEFITS Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled wholly within twelve (12) months after the end of the period in which the employees render the related service. Examples of such benefits include wages and salaries, non-monetary benefits and annual leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the liabilities are settled. OTHER LONG-TERM EMPLOYEE BENEFITS The Group’s liabilities for long service leave are included in other long term benefits as they are not expected to be settled wholly within twelve (12) months after the end of the period in which the employees render the related service. They are measured at the present value of the expected future payments to be made to employees. The expected future payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of service, and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality corporate bonds that have maturity dates that approximate the timing of the estimated future cash outflows. Any re-measurements arising from experience adjustments and changes in assumptions are recognised in profit or loss in the periods in which the changes occur. The Group presents employee benefit obligations as current liabilities in the statement of financial position if the Group does not have an unconditional right to defer settlement for at least twelve (12) months after the reporting period, irrespective of when the actual settlement is expected to take place. POST-EMPLOYMENT BENEFIT PLANS The Group provides post-employment benefits through various defined contribution plans. DEFINED CONTRIBUTION PLANS The Group pays fixed contributions into independent entities in relation to various plans for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that relevant employee services are received. 4 Summary of accounting policies (continued) 48 Notes to the Consolidated Financial Statements continued 4.17 Share-based employee remuneration All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and earnings per share growth targets and performance conditions). All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to share rights reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share rights expected to vest. Non-market vesting conditions are included in assumptions about the number of share rights that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share rights expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. Upon exercise of share rights, the proceeds received and the accumulated amount in the share rights reserve applicable to those share rights, net of any directly attributable transaction costs, are allocated to share capital. 4.18 Provisions, contingent liabilities and contingent assets Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future operating losses. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision. No liability is recognised if an outflow of economic resources as a result of present obligation is not probable. Such situations are disclosed as contingent liabilities, unless the outflow of resources is remote in which case no liability is recognised. 4.19 Biological assets Biological assets comprise live fish held for sale and broodstock. Live fish held for sale are valued at their fair value less costs to sell in accordance with AASB 141 Agriculture (AASB 141). Estimated fair values are based on the number and size of fish held at the reporting date, actual selling prices achieved in the three weeks following the reporting date and other relevant factors, including allowance for future mortality, assessed as impacting fair value in accordance with AASB 141. Broodstock are valued at their fair value less costs to sell in accordance with AASB 141. Estimated fair values take into account the valuation of live fish held for sale and estimated value as broodstock. In the Directors’ opinion, insurance cover is currently not available at commercially acceptable rates for the live Yellowtail Kingfish held for sale or the broodstock. The Directors have therefore chosen to actively manage the risks as the preferred alternative and review this on an annual basis. 4.20 Rounding of amounts The Parent Entity has applied the relief available to it under ASIC Class Order 2016/191 and accordingly, amounts in the financial statements and directors’ report have been rounded off to the nearest $1,000, or in certain cases, the nearest dollar. Clean Seas Seafood Limited Annual Report 2024 49 Notes to the Consolidated Financial Statements continued 4.21 Significant management judgement in applying accounting policies When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. SIGNIFICANT MANAGEMENT JUDGEMENT The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements. FAIR VALUE OF LIVE FISH HELD FOR SALE AND BROODSTOCK Management values live fish held for sale at their fair value less costs to sell in accordance with AASB 141. Estimated fair values are based on the number and size of fish held at the reporting date, actual selling prices achieved in the three weeks following the reporting date and other relevant factors, including allowance for future mortality, assessed as impacting fair value in accordance with AASB 141. These estimates may vary from net sale proceeds ultimately achieved. RECOGNITION OF DEFERRED TAX ASSETS The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Group’s future taxable income against which the deferred tax assets can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in relevant tax jurisdictions in relation to the value of accessible carried forward losses into future years (see Note 4.13). ESTIMATION UNCERTAINTY Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different. IMPAIRMENT In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate (see Note 4.10). INVENTORIES Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by market-driven changes that may reduce future selling prices. 5 Operating segments The Board has considered the requirements of AASB 8 Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board of Directors) in allocating resources and have concluded that there are no separately identifiable segments. 4 Summary of accounting policies (continued) 50 Notes to the Consolidated Financial Statements continued 6 Revenue Revenue for the reporting periods consist of the following: 2024 $’000 2023 $’000 Sale of fresh fish products – at a point in time 59,416 60,097 Sale of frozen fish products – at a point in time 9,385 9,314 Total 68,801 69,411 Revenues from external customers in the Group’s domicile, Australia, as well as its major other markets have been identified on the basis of the customer’s geographical location. The Group’s revenues from external customers are divided into the following geographical areas: REVENUE 2024 $’000 REVENUE 2023 $’000 Australia 45,332 46,328 Europe 17,138 18,110 Other countries 6,331 4,973 Total 68,801 69,411 During 2024 $4.7 million or 6.8% (2023: $5.04 million or 7%) of the Group’s revenues depended on a single customer. 7 Other income 2024 $’000 2023 $’000 Other income 682 611 Total other income 682 611 8 Fish husbandry expense Fish husbandry expense consist of the following: 2024 $’000 2023 $’000 Fish feed 25,692 30,002 Farm operating expense 8,512 9,581 Hatchery operating expense 2,173 2,140 Total fish husbandry expense 36,377 41,723 Clean Seas Seafood Limited Annual Report 2024 51 Notes to the Consolidated Financial Statements continued 9 Finance income and finance costs Finance income for the reporting periods consist of the following: 2024 $’000 2023 $’000 Interest income from cash and cash equivalents 104 53 Finance costs for the reporting periods consist of the following: 2024 $’000 2023 $’000 Interest expenses for borrowings at amortised cost: • Leases 59 86 • Other borrowings 546 298 Total 605 384 10 Income tax expense The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of 30% (2023: 30%) and the reported tax expense in profit or loss are as follows: 2024 $’000 2023 $’000 (Loss)/Profit before tax (33,454) 5,996 Domestic tax rate for Clean Seas Seafood Limited 30% 30% Expected tax (income)/expense (10,036) 1,799 Current year tax loss not recognised added to prior year tax losses 10,036 – Utilisation of tax losses not previously recognised – (1,799) Tax expense/(income) – – Due to uncertainty regarding the utilisation of prior year tax losses in future years, the tax losses are not recognised as an asset. At 30 June 2024, carried forward tax losses are estimated to be $80.1 million (2023: $46.7 million) and non-refundable R&D tax offsets are estimated to be $20.7 million (2023: $20.7 million). 11 Cash and cash equivalents Cash and cash equivalents include the following components: 2024 $’000 2023 $’000 Cash at bank 4,301 6,357 52 Notes to the Consolidated Financial Statements continued 12 Trade and other receivables Trade and other receivables consist of the following: 2024 $’000 2023 $’000 Trade receivables, gross 3,265 4,613 Allowance for credit losses (58) (58) Trade receivables 3,207 4,555 Other receivables 453 668 Total 3,660 5,223 All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value. EXPECTED CREDIT LOSS RATE CARRYING AMOUNT ALLOWANCE FOR EXPECTED LOSSES 2024 % 2023 % 2024 $’000 2023 $’000 2024 $’000 2023 $’000 Not overdue 1.1% 0.9% 2,377 4,066 25 37 0 to 3 months overdue 3.7% 3.2% 888 542 33 17 3 to 6 months overdue 75% 75% – 5 – 4 Over 6 months overdue 100% 100% – – – – Total 3,265 4,613 58 58 The movement in the allowance for credit losses can be reconciled as follows: RECONCILIATION OF ALLOWANCE FOR CREDIT LOSSES 2024 $’000 2023 $’000 Balance at 1 July 58 58 Amounts written off/(uncollectable) (1) (1) Additional provision recognised 1 1 Impairment loss reversed – – Balance 30 June 58 58 An analysis of unimpaired trade receivables that are past due is given in Note 33.3. Clean Seas Seafood Limited Annual Report 2024 53 Notes to the Consolidated Financial Statements continued 13 Financial assets and liabilities 13.1 Categories of financial assets and liabilities Note 4.12 provides a description of each category of financial assets and financial liabilities and the related accounting policies. FINANCIAL ASSETS AT AMORTISED COST NOTES 2024 $’000 2023 $’000 Cash and cash equivalents 11 4,301 6,357 Trade and other receivables 12 3,660 5,223 Totals 7,961 11,580 OTHER LIABILITIES AT AMORTISED COST NOTES 2024 $’000 2023 $’000 Borrowings 21 14,630 6,598 Trade and other payables 20 8,455 13,681 Totals 23,085 20,279 No financial assets or liabilities are recognised at Fair Value through Other Comprehensive Income or Fair Value through Profit or loss. A description of the Group’s financial instrument risks, including risk management objectives and policies is given in Note 33. 13.2 Other financial assets and liabilities The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value: • cash and cash equivalents; • trade and other receivables; • trade and other payables; and • borrowings. 14 Inventories Inventories consist of the following: 2024 $’000 2023 $’000 Frozen fish products at cost 1,283 7,849 Frozen fish products at net realisable value 3,488 – Total frozen fish products 4,771 7,849 Fish feed (at cost) 5,519 2,497 Other (at cost) 813 845 Total 11,103 11,191 Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. There was an impairment of $2.1 million recognised at 31 December 2023 mainly relating to inventory with shorter shelf-lives outside of Australia (2023: Nil). 54 Notes to the Consolidated Financial Statements continued 15 Biological assets – current LIVE YELLOWTAIL KINGFISH – HELD FOR SALE 2024 $’000 2023 $’000 Carrying amount at beginning of period 62,250 49,591 Adjusted for: Gain from physical changes at fair value less costs to sell 44,814 68,534 Decrease due to harvest for sale as fresh (47,819) (45,144) Net (loss)/gain recognised in profit and loss (3,005) 23,390 Decrease due to impairment (10,093) – Decrease due to harvest for processing to frozen inventory (9,001) (10,731) Carrying amount at end of period 40,151 62,250 During the period to December 2023, the Group recognised an impairment of $10.1 million to ensure that Live fish inventory is stated at fair value in accordance with AASB 141 Agriculture. The impairment comprised 560 tonnes of the Year Class 22 allocated to accelerated harvest program between December 23 and January 24. There is inherent uncertainty in the biomass estimate and resultant live fish valuation. This is common to all such valuations and best practice methodology is used to facilitate reliable estimates. Biomass is estimated using a model that simulates fish growth. Actual growth will invariably differ to some extent, which is monitored and stock records adjusted via harvest counts and weights, periodic sample weight checks, physical counts on transfer to sea cages and subsequent splitting of cages, mortality counts and reconciliation of the perpetual records after physical counts and on cage closeout. LIVE YELLOWTAIL KINGFISH BIOMASS (TONNES) YEAR CLASS 20 YEAR CLASS 21 YEAR CLASS 22 YEAR CLASS 23 YEAR CLASS 24 TOTAL Balance at 1 July 2022 268 1,960 1,280 – – 3,508 Net gain from physical changes 10 17 2,285 1,525 – 3,837 Decrease due to harvest (278) (1,977) (1,099) – – (3,354) Balance at 30 June 2023 – – 2,466 1,525 – 3,991 Net gain from physical changes – – (12) 1,415 871 2,274 Decrease due to harvest – – (2,454) (700) – (3,154) Decrease due to biomass reduction – – – (560) – (560) Balance at 30 June 2024 – – – 1,680 871 2,551 LIVE FISH AVERAGE WEIGHT (KG) YEAR CLASS 22 YEAR CLASS 23 YEAR CLASS 24 TOTAL Average weight at 30 June 2023 3.67 1.40 – 2.27 Average weight at 30 June 2024 – 3.56 1.29 2.22 Clean Seas Seafood Limited Annual Report 2024 55 Notes to the Consolidated Financial Statements continued 16 Property, plant and equipment Details of the Group’s property, plant and equipment and their carrying amount are as follows: LAND & BUILDINGS $’000 PLANT & EQUIPMENT $’000 TOTAL $’000 Gross carrying amount Balance 1 July 2023 4,567 47,644 52,211 Additions 189 6,466 6,655 Disposals – (233) (233) Balance 30 June 2024 4,756 53,877 58,633 Depreciation Balance 1 July 2023 (2,038) (31,244) (33,282) Disposals – 192 192 Depreciation (130) (3,313) (3,443) Balance 30 June 2024 (2,168) (34,365) (36,533) Carrying amount 30 June 2024 2,588 19,512 22,100 Gross carrying amount Balance 1 July 2022 4,437 47,515 51,952 Additions 130 4,823 4,953 Disposals – (4,694) (4,694) Balance 30 June 2023 4,567 47,644 52,211 Depreciation Balance 1 July 2022 (1,930) (32,479) (34,409) Disposals – 4,694 4,694 Depreciation (108) (3,459) (3,567) Balance 30 June 2023 (2,038) (31,244) (33,282) Carrying amount 30 June 2023 2,529 16,400 18,929 All depreciation and impairment charges are included within depreciation, amortisation and impairment of non-financial assets. The Property, Plant and Equipment has been pledged as security for the Group’s bank borrowings (see Note 21). 17 Biological assets – non-current FINFISH BROODSTOCK 2024 $’000 2023 $’000 Carrying amount at beginning of period 117 117 Fair value gain from revaluation of YTK Broodstock – – Carrying amount at end of period 117 117 56 Notes to the Consolidated Financial Statements continued 18 Intangible assets Details of the Group’s intangible assets and their carrying amounts are as follows: ICE FRESH LICENCE $’000 PIRSA LEASES AND LICENCES $’000 TOTAL $’000 Net carrying amount Balance at 1 July 2023 – 2,827 2,827 Addition – – – Amortisation – – – Impairment – – – Disposal – – – Net carrying amount 30 June 2024 – 2,827 2,827 Balance at 1 July 2022 727 2,827 3,554 Addition – – – Amortisation (52) – (52) Impairment (675) – (675) Disposal – – – Net carrying amount 30 June 2023 – 2,827 2,827 At each reporting date, the Directors review intangible assets for impairment. Clean Seas entered into an agreement with IceFresh in June 2021 to obtain a non-transferable, non-sublicensable, worldwide license to the IceFresh Technology solely for use in connection with the distribution of retail products of Kingfish. The current strategic plan does not include a retail fish category and is not a current focus for the Group and thus the carrying value was written down to nil in 2023. Impairment assessment The Group operates one cash generating unit comprising finfish operations. The recoverable amount of the consolidated entity’s non-current assets has been determined by value-in-use cash flow projections from financial budgets for FY25 as reviewed by the Board. In establishing the cash flow projections, due consideration was given to the economic impacts associated with macroeconomic trends. The discounted cash flow model is based on a 4-year projection period and extrapolated for a further year, together with a terminal value. Key assumptions are those to which the recoverable amount of an asset or cash-generating unit is most sensitive. The following key assumptions were used in the discounted cash flow model for the finfish operation: • 12.9% post tax discount rate; and • 2.0% long term revenue and operating cost growth rate. The discount rate of 12.9% reflects management’s estimate of the time value of money and the consolidated entity’s weighted average cost of capital adjusted for the finfish operation, the risk free rate and the volatility of the share price relative to market movements. Sensitivity analysis indicates that headroom continues to be present if the discount rate is increased to 18.9%. Management believes the projected 2.0% revenue growth rate is prudent and justified, based on the general market conditions. Sensitivity analysis on the long-term growth rate indicates that headroom continues to be present if growth rate is reduced to nil%. The Group has concluded that no impairment is required based on current market and economic conditions and expected future performance. Clean Seas Seafood Limited Annual Report 2024 57 Notes to the Consolidated Financial Statements continued 19 Right-of-use assets The following table shows the movements in right-of-use assets 2024 $’000 2023 $’000 Opening carrying amount 766 736 Remeasure lease – – Additions 169 251 Amortisation (266) (221) Closing carrying amount 669 766 The main leased site is the Royal Park processing plant in Adelaide, South Australia. The lease has a minimum term of three years to March 2026 with subsequent renewal options of three years and includes a right of first refusal to purchase. 20 Trade and other payables Trade and other payables consist of the following: 2024 $’000 2023 $’000 Current: • trade payables 5,904 11,923 • related party payables 7 14 • accrued expenditure 952 1,234 • employee on-costs payable 569 489 • other payables 1,023 21 Total trade and other payables 8,455 13,681 All amounts are short-term. The carrying values of trade payables and other payables are considered to be a reasonable approximation of fair value. 21 Borrowings Borrowings consist of the following: 2024 $’000 2023 $’000 Current: • Trade Finance Facility 4,334 – • Lease liabilities – bank (Note 32.1) 133 273 • Lease liabilities – other (Note 32.2) 295 239 • Insurance premium funding 1,813 1,173 Total borrowings – current 6,575 1,685 Non-current: • Cash Advance Facility 7,542 4,091 • Lease liabilities – bank (Note 32.1) 121 254 • Lease liabilities – other (Note 32.2) 392 568 Total borrowings – non-current 8,055 4,913 58 Notes to the Consolidated Financial Statements continued In December 2023, the Group renewed its Finance Facility with Commonwealth Bank of Australia, with a facility limit of $32.15 million. The Finance Facility comprises $12.0 million Trade Finance Facility, $14.0 million Market Rate Loan Facility, $6.0 million Equipment Finance Facility and $150,000 Corporate Card Facility. This is an ongoing facility subject to annual review and is secured against all Group assets. The Group is subject to financial covenants, including EBITDA interest coverage ratio, tangible net worth divided by total tangible assets, and quarterly operating cash flows which are reviewed quarterly. The Group was compliant with all tested covenants at 30 June 2024. 22 Provisions The carrying amounts and movements in the provisions account are as follows: ANNUAL LEAVE $’000 LONG SERVICE LEAVE $’000 TOTAL $’000 Carrying amount 1 July 2023 1,091 737 1,828 Additional provisions 809 284 1,093 Amount utilised (868) (135) (1,003) Carrying amount 30 June 2024 1,032 886 1,918 Current employee benefit provision 1,032 597 1,629 Non-current employee benefit provision – 289 289 23 Employee remuneration 23.1 Employee benefits expense Expenses recognised for employee benefits are analysed below: 2024 $’000 2023 $’000 Salaries and wages 11,488 11,144 Superannuation – Defined contribution plans 1,175 1,068 Termination payments 423 – Leave entitlement accrual adjustment 1,216 1,205 Short term incentive 28 476 Long term incentive – Share rights (354) 315 Other on-costs 1,230 1,123 Total 15,206 15,331 23.2 Share-based employee remuneration The Group granted a total of 2,164,329 FY24 LTI Share Rights to senior executives during the year (FY23 2,187,564 Share Rights were granted to Executives). The share rights will vest if specified performance targets are achieved and the executive remains employed by the Group for three years including the year for which the share rights were granted, or in other circumstances agreed with the executive or at the discretion of the Board. Each share right on exercise converts to one ordinary share, subject to adjustment in specified circumstances. No amount is payable on vesting or exercise. During FY24 560,369 fully paid ordinary shares (FY23 136,829) were issued on the exercise of vested Share Rights and 3,381,131 Share Rights lapsed (FY23 178,938). One-third of the grant date fair value is expensed in the first year. Two-thirds of the valuation in the second year, less the amount expensed in the first year, is expensed in the second year. The final valuation at the end of the third year, less amounts expensed in the previous two years, is expensed or written back in the third year. Each year is subject to further review of the number of Share Rights expected to vest, in accordance with AASB 2 Share Based Payment. Clean Seas Seafood Limited Annual Report 2024 59 Notes to the Consolidated Financial Statements continued The FY24 LTI Share Rights were granted on 31 August 2024. The valuation considers Clean Seas share price on 30 June 2023 being $0.4990 and achievement of Operating EBITDA targets. SHARE RIGHT TRANCHE GRANT DATE VALUATION PRICE EXERCISE PRICE TARGETS NUMBER OF RIGHTS VESTING DATES FY23 Tranche 1 9-Jun-23 0.495 nil Cumulative operating EBITDA over 3 years $15.0 million 729,188 30-Jun-25 FY23 Tranche 2 9-Jun-23 0.495 nil Cumulative operating EBITDA over 3 years $20.0 million 729,188 30-Jun-25 FY23 Tranche 3 9-Jun-23 0.495 nil Cumulative operating EBITDA over 3 years $21.5 million 729,188 30-Jun-25 FY24 Tranche 1 31-Aug-23 0.499 nil Cumulative operating EBITDA over 3 years $18.0 million 721,443 30-Jun-26 FY24 Tranche 2 31-Aug-23 0.499 nil Cumulative operating EBITDA over 3 years $24.0 million 721,443 30-Jun-26 FY24 Tranche 3 31-Aug-23 0.499 nil Cumulative operating EBITDA over 3 years $26.0 million 721,443 30-Jun-26 24 Equity 24.1 Share capital The share capital of Clean Seas Seafood Limited consists only of fully paid ordinary shares; the shares do not have a par value. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at a shareholders’ meeting. 2024 SHARES 2023 SHARES 2024 $’000 2023 $’000 Shares issued and fully paid: • at beginning of the year 165,489,512 165,352,683 228,019 227,901 • share rights 560,369 136,829 350 118 • share placement 35,263,400 – 8,736 – Total contributed equity at 30 June 201,313,281 165,489,512 237,105 228,019 24.2 Share rights reserve The Group has granted share rights to certain executives as part of their remuneration arrangements as a Long Term Incentive (LTI). Share rights outstanding are as follows: 2024 SHARE RIGHTS 2023 SHARE RIGHTS 2024 $’000 2023 $’000 Share rights outstanding: • at beginning of the year 5,146,866 3,275,069 704 507 • granted during the year/changes to share rights already granted 2,164,329 2,187,564 – 315 • exercised during the year (560,369) (136,829) (350) (118) • lapsed during the year (3,381,131) (178,938) (354) – Total share rights at 30 June 3,369,695 5,146,866 – 704 Details of these Share Rights are provided at Note 23.2. 23 Employee remuneration (continued) 60 Notes to the Consolidated Financial Statements continued 25 Earnings per share and dividends 25.1 Earnings per share Basic earnings per share have been calculated using the profit/(loss) attributable to shareholders of Clean Seas Seafood Limited as the numerator. Diluted earnings per share have been calculated using the profit/(loss) attributable to shareholders of Clean Seas Seafood Limited. The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows: 2024 ‘000 2023 ‘000 Amounts in thousand shares: • weighted average number of shares used in basic earnings per share 184,649 165,482 • shares deemed to be issued for no consideration in respect of share-based payments 4,413 3,014 • reduction for movements that give rise to an anti-dilutive impact (4,413) – Weighted average number of shares used in diluted earnings per share 184,649 168,496 25.2 Dividends Dividends Paid and Proposed 2024 $’000 2023 $’000 Dividends declared during the year – – 25.3 Franking credits PARENT 2024 $’000 2023 $’000 The amount of franking credits available for subsequent reporting periods are: • balance at the end of the reporting period – – • franking credits that will arise from the payment of the amount of provision for income tax – – • franking debits that will arise from the payment of dividends recognised as a liability at the end of the reporting period – – • franking credits that will arise from the receipt of dividends recognised as receivables at the end of reporting period – – Total franking credits available – – Clean Seas Seafood Limited Annual Report 2024 61 Notes to the Consolidated Financial Statements continued 26 Reconciliation of cash flows from operating activities 2024 $’000 2023 $’000 (Loss)/Profit for the year (33,454) 5,996 Adjustments for: • depreciation and amortisation 3,709 4,515 • LTI share rights expense (354) 315 • net interest expense included in investing and financing 501 331 • non-cash insurance expense 1,803 2,141 • net gain from the sale of non-current assets 13 106 Net changes in working capital: • change in inventories 88 (3,498) • change in trade and other receivables 1,563 76 • change in prepayments 74 4 • change in biological assets 22,099 (12,659) • change in trade and other payables (5,226) 4,225 • change in other employee obligations 90 193 • changes offset in investing (362) (235) Net cash provided by operating activities (9,456) 1,510 27 Auditor remuneration 2024 $ 2023 $ Audit and review of financial statements 132,974 124,386 Other services • taxation compliance 14,445 11,330 • other tax services – – Total other service remuneration 14,445 11,330 Total auditor’s remuneration 147,419 135,716 62 Notes to the Consolidated Financial Statements continued 28 Related party transactions and key management personnel disclosures The Group’s related parties comprise its key management and entities associated with key management. The Remuneration Report in the Directors’ Report sets out the remuneration of directors and specified executives. A substantial shareholder in Clean Seas Seafood Limited is Australian Tuna Fisheries Pty Ltd (ATF) (Marcus Stehr is a Director). ATF and its associated entities controlled 3.4% of issued shares at 30 June 2024 (2023: 3.8%) and it is associated with Stehr Group Pty Ltd, H & A Stehr Superannuation Fund, Sanchez Tuna Pty Ltd and Marcus Stehr Australia Pty Ltd. These transactions were as follows: 2024 $’000 2023 $’000 Australian Tuna Fisheries Pty Ltd: • Receipts for ice, expenses, SBT quota lease and contract labour – 12 • Payments for towing, contract labour, fish feed, marina and net shed rent and electricity (754) (291) Stehr Group Pty Ltd • Payments for office rent (63) (47) Marcus Stehr Australia Pty Ltd • Receipt from the sale of SBT Quota – – The following balances are outstanding as at the reporting date in relation to transactions with related parties: 2024 $’000 2023 $’000 Current payables • Australian Tuna Fisheries Pty Ltd 7 9 • Stehr Group Pty Ltd – 5 The totals of remuneration paid or payable to the key management personnel of the Group during the year are as follows: 2024 $ 2023 $ Short-term employee benefits 1,145,274 1,333,744 Post-employment benefits 63,738 62,398 Long-term benefits 11,638 203,912 Total Remuneration 1,220,650 1,600,054 The Remuneration Report contained in the Directors’ Report contains details of the remuneration paid or payable to each member of the Group’s key management personnel for the year ended 30 June 2024. 29 Contingent assets and liabilities At 30 June 2024, the Group has bank guarantees of $59,350 (2023: $59,350). There are no other material contingent assets or liabilities. Clean Seas Seafood Limited Annual Report 2024 63 Notes to the Consolidated Financial Statements continued 30 Capital commitments 2024 $’000 2023 $’000 Property, plant and equipment 763 3,328 Capital commitments relate to items of plant and equipment and site works where funds have been committed but the assets not yet received. The amounts are expected to be paid to suppliers in FY25. Approximately $0.4 million of capital commitments relates to the purchase of the new automated feed barge from Southern Ocean Solutions and associated equipment. 31 Interests in subsidiaries Set out below are details of the subsidiaries held directly by the Group: GROUP PROPORTION OF OWNERSHIP INTERESTS NAME OF SUBSIDIARY COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS PRINCIPAL ACTIVITY 30 JUNE 2024 30 JUNE 2023 Clean Seas Aquaculture Growout Pty Ltd Australia Growout and sale of Yellowtail Kingfish 100% 100% Clean Seas Seafood International Pty Ltd Australia Dormant company 0% 0%(i) Notes: (i) During FY23 Clean Seas closed down Clean Seas Seafood International Pty Ltd. The company was dormant and was not an operating entity. 32 Leases 32.1 Lease liabilities – Bank The Group holds a number of motor vehicles and plant & equipment under lease arrangements with the Commonwealth Bank of Australia. The net carrying amount of these assets is $0.7 million (2023: $1.0 million). Lease liabilities are secured by the related assets held under leases and classified as follows: LEASE LIABILITIES – BANK 2024 $’000 2023 $’000 Current: • Lease liabilities – bank 133 273 Non-current: • Lease liabilities – bank 121 254 64 Notes to the Consolidated Financial Statements continued Future minimum lease payments at the end of each reporting period under review were as follows: MINIMUM LEASE PAYMENTS DUE WITHIN 1 YEAR $’000 1‑5 YEARS $’000 AFTER 5 YEARS $’000 TOTAL $’000 30 June 2024 Lease payments 141 124 – 265 Finance charges (8) (3) – (11) Net present values 133 121 – 254 30 June 2023 Lease payments 291 265 – 556 Finance charges (18) (11) – (29) Net present values 273 254 – 527 32.2 Lease liabilities – Other 2024 $’000 2023 $’000 Current: • Lease liabilities 295 239 Non-current: • Lease liabilities 392 568 MINIMUM LEASE PAYMENTS DUE WITHIN 1 YEAR $’000 1‑5 YEARS $’000 AFTER 5 YEARS $’000 TOTAL $’000 30 June 2024 Lease payments 326 420 – 746 Finance charges (31) (28) – (59) Net present values 295 392 – 687 30 June 2023 Lease payments 273 607 – 880 Finance charges (34) (39) – (73) Net present values 239 568 – 807 Clean Seas Seafood Limited Annual Report 2024 65 Notes to the Consolidated Financial Statements continued 33 Financial instrument risk 33.1 Risk management objectives and policies The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in Note 13.1. The main types of risks are market risk, credit risk and liquidity risk. The Group’s risk management is coordinated at its head office, in close cooperation with the Board of Directors, and focuses on actively managing those risks to secure the Group’s short to medium-term cash flows. The Group does not engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below. 33.2 Market risk analysis The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities. FOREIGN CURRENCY SENSITIVITY Most of the Group’s transactions are carried out in Australian dollars (AUD). Exposures to currency exchange rates mainly arise from the Group’s overseas sales, which are currently primarily denominated in Euro (EUR). To mitigate the Group’s exposure to foreign currency risk, non-AUD cash flows are monitored, customer payments are credited to foreign currency bank accounts and converted to AUD on a managed basis and forward exchange contracts may be entered into in accordance with the Group’s risk management policies. Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken. Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into AUD at the closing rate: SHORT TERM EXPOSURE LONG TERM EXPOSURE EUR A$’000 USD A$’000 OTHER A$’000 EUR A$’000 USD A$’000 OTHER A$’000 30 June 2024 • financial assets 1,188 459 32 – – – • financial liabilities (73) (47) (6) – – – Total exposure 1,115 412 26 – – – 30 June 2023 • financial assets 2,746 1,659 8 – – – • financial liabilities (177) (1) (28) – – – Total exposure 2,569 1,658 (20) – – – The following table illustrates the sensitivity of profit and equity in regards to the Group’s financial assets and financial liabilities and the AUD/EUR exchange rate ‘all other things being equal’. It assumes a +/ – 5% change in this exchange rate for the year ended at 30 June 2024 (2023 +/ – 5%). The sensitivity analysis is based on the foreign currency impact on the Group’s expected export fish sales. PROFIT AND EQUITY INCREASE/(DECREASE) INCREASE 5% A$’000 DECREASE 5% A$’000 30 June 2024 (311) 344 30 June 2023 (1,276) 1,411 Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk. INTEREST RATE SENSITIVITY The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. 66 Notes to the Consolidated Financial Statements continued 33.3 Credit risk analysis Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for various financial instruments, for example by granting trade credit to customers and investing surplus funds. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below: 2024 $’000 2023 $’000 Classes of financial assets Carrying amounts: • cash and cash equivalents 4,301 6,357 • trade and other receivables 3,660 5,223 Total 7,961 11,580 The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties. The Group’s management considers that all of the above financial assets that are not impaired or past due for each of the 30 June reporting dates under review are of good credit quality. At 30 June, the Group has certain trade receivables that have not been settled by the contractual due date but are not considered to be impaired. The amounts at 30 June analysed by the length of time past due, are: 2024 $’000 2023 $’000 Not more three (3) months 888 542 More than three (3) months but not more than six (6) months – 5 More than six (6) months but not more than one (1) year – – More than one (1) year – – Total 888 547 The Group applies the AASB 9 Financial Instruments simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers. The expected loss rates are based on the payment profile for sales over the past 24 months before 30 June 2024 as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various industries and geographical areas. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good. On the above basis, the Group recognised a provision of $58,000 being the expected credit loss for trade receivables as at 30 June 2024. The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Clean Seas Seafood Limited Annual Report 2024 67 Notes to the Consolidated Financial Statements continued 33.4 Liquidity risk analysis Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling monthly projection. Net cash requirements are compared to available cash and borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period. As at 30 June 2024, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below: CURRENT NON-CURRENT WITHIN 6 MONTHS $’000 6‑12 MONTHS $’000 1‑5 YEARS $’000 5+ YEARS $’000 30 June 2024 Trade and other payables 8,455 – – – Cash Advance Facility 66 – 7,542 – Insurance premium funding 1,581 232 – – Finance lease obligations 66 134 121 – Lease obligations 148 120 392 – Total 14,584 446 8,055 – This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows: CURRENT NON-CURRENT WITHIN 6 MONTHS $’000 6‑12 MONTHS $’000 1‑5 YEARS $’000 5+ YEARS $’000 30 June 2023 Trade and other payables 13,681 – – – Cash Advance Facility – – 4,091 – Insurance premium funding 1,005 168 – – Finance lease obligations 139 134 254 – Lease obligations 119 120 568 – Total 14,944 422 4,913 – The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date. 68 Notes to the Consolidated Financial Statements continued 34 Fair value measurement 34.1 Fair value measurement of non-financial instruments Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly • Level 3: unobservable inputs for the asset or liability The following table shows the various Levels within the hierarchy of non-financial assets measured at fair value on a recurring basis at 30 June 2024 and in the prior comparative period: 30 JUNE 2024 LEVEL 1 $’000 LEVEL 2 $’000 LEVEL 3 $’000 TOTAL $’000 Biological assets – current – – 40,151 40,151 Biological assets – non-current – – 117 117 Total – – 40,268 40,268 30 JUNE 2023 LEVEL 1 $’000 LEVEL 2 $’000 LEVEL 3 $’000 TOTAL $’000 Biological assets – current – – 62,250 62,250 Biological assets – non-current – – 117 117 Total – – 62,367 62,367 The fair values of the biological assets are determined in accordance with Note 4.20. VALUATION PROCESSES The biological assets of the Group are considered Level 3 and are valued internally by the Group as there is no observable market for them. The value is based on the estimated exit price per kilogram and the value changes for the average weight of each fish as it progresses through the growth and transformation cycle. The average weight of the fish is sample measured periodically and the value is determined by applying the average weight to the estimated weight. The average lifecycle of Large Kingfish is approximately 2 years to minimum initial harvest size (harvest weight 3.7 kg), while for Small Kingfish (harvest weight 1.5 kg) it is approximately 1 year. The value per fish is based on this weight estimate adjusted for future mortalities and multiplied by the expected market price at the relevant point of transformation. Significant changes in any of the significant unobservable inputs in isolation would result in significant changes in fair value measurement. The net increment/(decrement) in the fair value of Kingfish is recognised as income/(expense) in the reporting period. The current fair value per kg for Large Kingfish is $18.02/kg (FY23: $18.02/kg) and for Small Kingfish $16.78/kg (FY23:$16.78). Kingfish which are less than 250 grams are valued at $3.00 per fish. Clean Seas Seafood Limited Annual Report 2024 69 Notes to the Consolidated Financial Statements continued 35 Capital management policies and procedures The Group’s capital management objectives are: • to ensure the Group is able to continue as a going concern; and • to provide an adequate return to shareholders Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group considers the issue of new shares, dividends, return of capital to shareholders and sale of assets to reduce debt. The Group has satisfied its covenant obligations for the Finance Facility with the Commonwealth Bank of Australia at 30 June 2024. 36 Parent entity information Information relating to Clean Seas Seafood Limited (‘the Parent Entity’): 2024 $’000 2023 $’000 Statement of financial position Current assets 3,643 5,074 Total assets 77,308 82,842 Current liabilities 7,580 3,011 Total liabilities 15,327 7,513 Net assets 61,981 75,329 Issued capital 237,106 228,020 Share rights reserve – 704 Accumulated losses (175,125) (153,395) Total equity 61,981 75,329 Statement of profit or loss and other comprehensive income Loss for the year (21,730) (6,525) Other comprehensive income – – Total comprehensive income (21,730) (6,525) The Parent Entity has $98,734 capital commitments to purchase plant and equipment (2023: $53,537). Refer Note 30 for further details of the commitment. The Parent Entity has not entered into a Deed of Cross Guarantee. Refer Note 29 in relation to contingent assets and liabilities. 37 Post-reporting date events On 9 August 2024, Non-Executive Chairman Mr Travis Dillon, announced his intention to not seek re-election when his term expires at the Company’s upcoming Annual General Meeting. There are no other matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either: • the entity’s operations in future financial years; • the results of those operations in future financial years; or • the entity’s state of affairs in future financial years. 70 Consolidated Entity Disclosure Statement NAME OF ENTITY TYPE OF ENTITY TRUSTEE, PARTNER, OR PARTICIPANT IN JOINT VENTURE % OF SHARE CAPITAL HELD COUNTRY OF INCORPOR ATION AUSTRALIAN RESIDENT OR FOREIGN RESIDENT (FOR TAX PURPOSES) FOREIGN TAX JURIS DICTION(S) OF FOREIGN RESIDENTS Clean Seas Seafood Ltd Body corporate n/a n/a Australia Australian n/a Clean Seas Aquaculture Growout Pty Ltd Body corporate n/a 100% Australia Australian n/a Basis of Preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes required information for each entity that was part of the consolidated entity as at the end of the financial year. Consolidated entity This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements (AASB 10). Determination of Tax Residency Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public guidance. Foreign tax residency Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. Partnerships and Trusts Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts as residents for certain purposes but this does not mean the trust itself is an entity that is subject to tax. Additional disclosures on the tax status of partnerships and trusts have been provided where relevant. Clean Seas Seafood Limited Annual Report 2024 71 Directors’ Declaration In the opinion of the Directors of Clean Seas Seafood Limited: • The consolidated financial statements and notes of Clean Seas Seafood Limited are in accordance with the Corporations Act 2001, including: – Giving a true and fair view of its financial position as at 30 June 2024 and of its performance for the financial year ended on that date; and – Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; • The Consolidated Entity Disclosure Statement is true and correct; and • There are reasonable grounds to believe that Clean Seas Seafood Limited will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2024. Note 2 confirms that the consolidated financial statements also comply with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: Travis Dillon Chairman Dated the 27th day of August 2024 72 Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the Members of Clean Seas Seafood Limited Report on the audit of the financial report Opinion We have audited the financial report of Clean Seas Seafood 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, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards, which complies with the International Financial Reporting Standards as issued by the International Accounting Standards Board, and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independent Auditor’s Report Clean Seas Seafood Limited Annual Report 2024 73 Independent Auditor’s Report continued Grant Thornton Audit Pty Ltd 2 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. Key audit matter How our audit addressed the key audit matter Impairment of intangible assets Note 18 As at 30 June 2024, the Group’s intangible assets of $2,827,208 comprise of Primary Industries and Regions South Australia (PIRSA) Water Leases and Licences. The Group is required to perform an annual impairment test of intangible assets with an indefinite useful life and those not ready for use in accordance with AASB 136 Impairment of Assets. Management have tested the intangibles for impairment by comparing the carrying amount with the recoverable amount. The recoverable amount was determined on a value-in-use basis. The Group’s computations require several estimates and assumptions. Therefore, an inherent risk is involved in determining these material assets’ value. We have determined this is a key audit matter due to the judgements and estimates required in calculating the recoverable amount on a value-in-use basis. Our procedures included, amongst others: • enquiring with management to obtain and document an understanding of management’s process and controls related to the assessment of impairment, including management’s calculation of the recoverable amount; • assessing management’s identification of the appropriate cash-generating unit; • evaluating management’s value-in-use calculations to assess for reasonableness of: − mathematical accuracy of the calculations; − management’s ability to forecast accurately; − forecasted cash flows to be derived by the intangible assets; − other inputs applied to the value-in-use calculations, including discount rates, expected terminal value, and cash flow adjustments; − the sensitivity of the significant inputs and assumptions made by management in preparing its calculation; • evaluating the model against the requirements of AASB 136 using the assistance of our internal auditor’s expert; • assessing the adequacy of the Group’s disclosures within the financial statements regarding the judgements and estimates used by management to assess the recoverable value of the intangible assets. 74 Independent Auditor’s Report continued Grant Thornton Audit Pty Ltd 3 Valuation of biological assets Note 15 & Note 17 The Group holds biological assets, being Kingfish, measured at $40,267,480 as at 30 June 2024. AASB 141 Agriculture requires these assets to be measured at fair value less costs of disposal. Estimating the fair value is a complex process involving several judgements and estimates. Due to the nature of the asset, the valuation technique includes a model that uses a number of inputs from internal sources. This area is a key audit matter due to the complex nature of the estimate and judgements applied. Our procedures included, amongst others: • enquiring with management to obtain and document an understanding of management’s process and controls related to the valuation methodology applied to biological assets; • assessing the inputs used in the valuation model including comparing to actual performance subsequent to reporting date and the historical performance of the Group; • reviewing the historical accuracy of the Group's assessment of the fair value of biological assets by comparing it to actual outcomes; and • assessing the adequacy of the Group’s disclosures within the financial statements regarding the judgements and estimates used by management in their valuation of biological assets. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the financial report The directors of the Company are responsible for the preparation of: a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (other than the consolidated entity disclosure statement); 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Clean Seas Seafood Limited Annual Report 2024 75 Independent Auditor’s Report continued Grant Thornton Audit Pty Ltd 4 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 at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This description forms part of our auditor’s report. Report on the remuneration report 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 27 August 2024 Opinion on the remuneration report We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2024. In our opinion, the Remuneration Report of Clean Seas Seafood Limited, for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001. 76 ASX Additional Information Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. The information is effective as at 22 July 2024. Ordinary share capital (quoted) 201,313,281 fully paid ordinary shares are held by 3,527 shareholders. Substantial shareholders The number of shares held by substantial shareholders and their associates, as stated on their most recent Substantial Shareholder notice, are set out below: SHAREHOLDER NUMBER OF SHARES Bonafide Wealth Management AG1 34,555,315 GCI CSS (Hofseth & Nevera) LLC2 10,100,000 Invia Custodian Pty Ltd (Hall Family)3 39,825,085 1. Notice released to ASX on 2 April 2024. 2. Notice released to ASX on 7 July 2021. 3. Notice released to ASX on 12 April 2024. Voting Rights Ordinary Shares: On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each fully paid share shall have one vote. Distribution of equity security holders – Ordinary shares HOLDING NUMBER OF HOLDERS TOTAL UNITS 1 – 1,000 693 418,748 1,001 – 5,000 1,453 3,611,083 5,001 – 10,000 502 3,839,113 10,001 – 100,000 762 24,363,460 100,001+ 117 169,080,877 Total 3,527 201,313,281 There were 1,614 holders of less than a marketable parcel of ordinary shares (less than $500). Clean Seas Seafood Limited Annual Report 2024 77 ASX Additional Information continued ORDINARY SHARES TWENTY (20) LARGEST SHAREHOLDERS NUMBER OF SHARES HELD PERCENTAGE OF ISSUED SHARES BNP PARIBAS NOMS PTY LTD 34,258,879 17.018% BNP PARIBAS NOMINEES PTY LTD30,558,023 15.179% INVIA CUSTODIAN PTY LIMITED 27,130,958 13.477% RESEARCH CORPORATION PTY LTD 12,685,827 6.302% UBS NOMINEES PTY LTD 7,822,230 3.886% J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 5,809,052 2.886% AUSTRALIAN TUNA FISHERIES PTY LTD 5,162,837 2.565% CITICORP NOMINEES PTY LIMITED 4,957,611 2.463% BOND STREET CUSTODIANS LIMITED 3,500,000 1.739% MR MARK ANDREW RYAN 2,623,863 1.303% HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,022,043 1.004% MR HAGEN HEINZ STEHR & MRS ANNA STEHR 1,513,853 0.752% MRS IVY SURYANI SURATIO & MR SOETJAHJO TANUWIDJOJO 1,505,223 0.748% DHC INTERNATIONAL PTY LIMITED 1,379,980 0.685% BNP PARIBAS NOMINEES PTY LTD 1,128,973 0.561% FERNBOW PTY LTD 1,125,578 0.559% NETWEALTH INVESTMENTS LIMITED 985,192 0.489% DMSF PTY LTD 978,592 0.486% NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> 957,678 0.476% MR MURRAY JOHN GILBERT & MR MARTIN PETER GILBERT 926,852 0.460% Total Securities of Top 20 Holdings 147,033,244 73.037% Securities Exchange The Group is listed on the Australian Securities Exchange . The Group’s securities have a secondary listing on the Euronext Growth Oslo/Norway (“OSE”). On Market Buy Back There is no current on market buy back. Registered office The address and telephone number of the Group’s registered office are: 7 Frederick Road, Royal Park South Australia 5014 Telephone: +61 1800 870 073 Share registry The address and telephone number of the Company’s share registry, Boardroom Pty Limited, are: Boardroom Pty Limited Level 8, 210 George Street, Sydney New South Wales 2000 Telephone: (02) 9290 9600 78 This page has been left blank intentionally. cleanseas.com.au