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Forbidden Foods

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FY2020 Annual Report · Forbidden Foods
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ANNUAL 
REPORT
30 JUNE 2020

Forbidden Foods Limited 
ACn 616 507 334

 
 
 
 
 
 
 
 
 
 
Notes to the financial statements  .

Directors’ declaration .

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Independent auditor’s report .

Shareholder information .

Corporate directory  .

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CONTENTS

Directors’ report  .

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Auditor’s independence declaration .

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Consolidated statement of profit or loss 
and other comprehensive income .
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Consolidated statement of financial position  .

Consolidated statement of changes in equity .

Consolidated statement of cash flows  .

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Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

The directors of Forbidden Foods Limited (‘the Company’ or ‘parent entity’) present their report together with the consolidated 
financial statements of Forbidden Foods Limited for the year ended 30 June 2020. The consolidated financial report covers 
Forbidden Foods and its controlled entities (‘the consolidated entity’ or ‘Forbidden Foods’) at the end of, or during, the  
financial year.

DIRECTORS

The following persons held office as directors of Forbidden Foods Limited during the financial year and up to the date of this 
report, unless otherwise stated:

Mark Hardgrave (Chair) (Independent, non‑executive) (appointed 23 January 2020) 
Colleen Lockwood (Independent, non‑executive) (appointed 23 January 2020) 
Marcus Brown (Chief Executive Officer) 
Jarrod Milani (Chief Operating Officer) 
Nigel Sharp (non‑executive) (resigned on 1 November 2019)

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the year were supplying organic rice, conventional rice, rice flour  
and rice food solutions.

There were no changes in the principal activities of the consolidated entity during the year.

DIVIDENDS

There were no dividends paid, recommended or declared during the current or previous financial year.

REVIEW OF OPERATIONS

The loss for the consolidated entity after providing for income tax amounted to $2,353,300 (30 June 2019: $192,497). The loss  
for the year was largely driven by operating expenses as detailed below.

Forbidden Foods achieved revenue growth of 20.1% to $4,119,947 (30 June 2019: $3,429,344). This revenue growth was largely 
driven by three factors:

• 

increased orders from existing customers;

•  new customers; and

• 

introduction of new sales lines.

The new customers were predominantly in retail with the consolidated entity supplying its first order to Metcash in the last 
quarter of the year and a new retail distribution partner in New Zealand. The new sales lines under the consolidated entity’s 
three primary brands (Forbidden, Sensory Mill and Funch) are targeted at the retail market and were introduced into the 
Australian market in the last quarter of the year.

During the year the consolidated entity successfully raised $2,000,000 via the issue of two tranches of convertible notes.  
On 13 December 2019 the consolidated entity issued convertible notes for total proceeds of $1,539,000, and on 29 January 2020 
the consolidated entity issued further convertible notes for total proceeds of $461,000. The purpose of the issue of convertible 
notes was to raise capital for the consolidated entity to facilitate future growth.

The operating expenses which largely contributed to the loss for the year were:

•  employee benefits expense – increased due to amounts incurred in relation to share‑based payments to non‑executive 
directors as well as an increase in the headcount in multiple areas of the business including a Supply Chain Co‑Ordinator, 
Product Development Co‑Ordinator and National Retail Sales Manager.

• 

freight out and distribution expense – increased due to the higher levels of inventory the business was carrying which 
increased the storage expenses incurred by the consolidated entity. The increase in inventory was a strategic decision in 
order to prepared for an increased level of sales.

•  marketing and promotion costs – increased due to preparations with external agencies that drive consumer marketing 

programs for existing lines and new product launches.

1

DIRECTORS’ REPORT

REVIEW OF OPERATIONS (continued)

•  other expenses – increased due to the consolidated entity incurring additional expenses that were one‑off in nature in 

becoming a publicly listed entity. These expenses included consulting fees and travel costs which increased during the raising 
of the convertible notes and external consultants who assisted with upgrading IT systems, cyber security processes and 
website maintenance and upgrades during the year. Other key items contributing to the increase in other expenses include 
the new product development of the baby food trials and other costs associated with developing and trialling new products.

• 

finance costs – increased largely due to the convertible notes issued by the consolidated entity including the one‑off costs 
incurred by the consolidated entity in issuing the convertible notes such as selling fees, management fees and legal fees  
for preparing the convertible note agreements.

Despite the loss for the year, the directors are extremely pleased with how the consolidated entity continues to navigate the 
challenges of COVID‑19 and continues to grow revenue on a year‑on‑year basis. The consolidated entity’s ability to raise capital 
during the year and increase the headcount in key areas of the business has positioned the business to pursue its strategic 
growth plan to capture market share and generate new revenues.

IMPACT OF THE COVID‑19 PANDEMIC

The production, distribution and selling of food are essential services and are currently able to operate throughout Australia.

Forbidden Foods grew sales throughout its retail channels as a result of the increased demand for food ingredients, however 
this growth was offset by the reduced demand from food service channels as restaurant trading was restricted.

Earlier in 2020, Forbidden Foods experienced slight delays on the supply of one rice product from Vietnam, however these 
delays were resolved. Certain manufacturers that Forbidden Foods engages have experienced temporary reductions in staffing 
levels and temporary operational disruptions as a result of social distancing measures, which has limited their output capacity. 
This led to increases in the cost to pack and produce some of Forbidden Foods’ products.

Forbidden Foods has engaged additional manufacturers for the production and packaging of certain of its products. There are  
a range of Australian‑based manufacturers available to be engaged by the consolidated entity.

Accordingly, whilst Forbidden Foods has had to broaden its manufacturing network, it has not experienced any material 
capacity constraints as a result of COVID‑19.

FY21 OUTLOOK INCLUDING LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

2020 was a landmark year for Forbidden Foods – in successfully raising $8 million of new capital, it has provided Forbidden 
Foods a platform from which to launch new products, attract new customers and increase business with existing customers. 
The year culminated in a successful Initial Public Offering (“IPO”) on the Australian Securities Exchange (“ASX”) on 
31 August 2020.

Forbidden Foods believes that the promotion of healthy lifestyles together with growing disposable income levels, food safety 
concerns and a focus on environmental sustainability has increased the demand for organic, clean, healthy and natural foods. 
Given these broad trends, Forbidden Foods’ core strategy is to target retail buyers with existing and new lines of its organic 
food products, healthy snacks and baby foods, and to target wholesale channels such as industrial food service and food 
manufacturers to buy its healthy food products in bulk. Each of these market segments represent a significant market in 
Australia and overseas.

Forbidden Foods’ strategy is to establish and grow its market share in order to grow its revenues and generate profits.

It aims to achieve this strategy by:

• 

launching a new Funch baby foods product line;

•  expanding product development and innovation;

• 

• 

increasing its existing market penetration

increasing its online presence; and

•  broadening its international focus.

Forbidden Foods is proud to have achieved significant milestones during FY20, welcomes its new shareholders and looks 
forward to growing its business further during FY21.

2

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

In the opinion of the directors, other than the matters identified in this report, there were no other significant changes in the 
state of affairs of the consolidated entity that occurred during the financial year.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

Since 30 June 2020, the following events have occurred:

Share consolidation

A share consolidation occurred on 13 July 2020 which resulted in the reduction of the company’s issued capital from 40,000,000 
ordinary shares into 26,448,630 ordinary shares at a ratio of 0.66121575 to 1.

Initial public offering

On 31 August 2020, the company commenced trading as a listed company on the Australian Securities Exchange (ASX) having 
completed an Initial Public Offering which raised $6,000,000. The business expects to utilise half of the proceeds raised through 
sales, marketing and brand development activities with the balance to cover administration costs, expenses of the offer and 
other working capital requirements of the business.

Coronavirus (CoVID‑19)

Management have assessed the financial impacts of COVID‑19 on the fair value of assets, net realisable value of inventory and 
the recoverability of amounts owing to the consolidated entity. As at the date of signing this report, the accounting estimates 
and judgements made by management are not known to be materially impacted by COVID‑19. Management have also assessed 
the potential impact on the consolidated entity’s supply chain for raw materials and the cost of acquiring raw materials due  
to fluctuations in foreign exchange rates. The consolidated entity’s supply chain has not been impacted to date however the 
Australian Dollar has depreciated against the United States Dollar which has increased the cost of raw material orders.

The impact of the COVID‑19 pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, 
after the reporting date. This situation is developing and is dependent on measures imposed by the Australian Government and 
other countries, such as maintaining social distancing requirements, quarantine and any economic stimulus that may be provided.

CFo Appointment

Sam Fraser was appointed as Chief Financial Officer and will commence in that role on 1 October 2020.

No other matters or circumstances have arisen since 30 June 2020 that has significantly affected, or may significantly affect, 
the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future 
financial years.

ENVIRONMENTAL REGULATION

The consolidated entity is not subject to any significant environmental regulations under Australian Commonwealth, State  
or Territory law.

3

DIRECTORS’ REPORT

INFORMATION ON DIRECTORS

The directors at the date of this report are:

nAMe AnD poSItIon

eXpeRIenCe AnD QuALIFICAtIonS

Mark Hardgrave, 
Independent 
Non‑Executive Chair

B.Com, CA, GIACD

Mark was appointed as a director in January 2020 and has over 35 years’ experience in the finance 
industry. He is co‑founder and former joint managing director of M&A Partners, a Melbourne‑based 
boutique corporate advisory group. Prior to that, Mark held senior roles at Taverners Group, Merrill 
Lynch, Thorney Investment Group and Bennelong Group, specialising in funds management, equity 
capital markets and mergers and acquisitions. He currently serves on the board of the following 
ASX‑listed companies: as chairman of Pental Limited and as non‑executive director of Traffic 
Technologies Ltd.

Mark is also non‑executive director of Nimble Finance Limited.

Mark is Chair of the Audit, Risk and Compliance Committee and a member of the Remuneration and 
Nomination Committee.

Other current directorships: None

Former Directorships in the last 3 years: Wingara AG Ltd

Interests in shares: 382,192 ordinary shares

Interests in options: 1,000,000 options

Colleen Lockwood, 
Independent 
Non‑Executive 
Director

Colleen was appointed as a director in January 2020 and has extensive experience in the Food  
and Beverage Industry. She has previously worked as a Business Development Director for Golden 
State Foods, where she co ordinated business units in the retail and foodservice sectors across 
Asia‑Pacific, the Middle East and Africa. Colleen has also held senior positions at Kraft Heinz, where 
she was a member of the Australian leadership team. During her time at Kraft Heinz, Colleen has 
been responsible for market strategies, international tenders, customer relationship management, 
sales teams and the commercial performance of the Australian foodservice business unit.

Colleen is currently the business relationship manager at Turosi, a leading, privately owned 
Australian food manufacturer and supplier.

With over 20 years’ relevant experience and a deep understanding of the Food and Beverage 
Industry, Colleen is well equipped to be a Director of Forbidden Foods and help guide its 
development and growth.

Colleen is chair of the Remuneration and Nomination Committee and a member of the Audit,  
Risk and Compliance Committee.

Other current directorships: None

Former directorships in the last 3 years: None

Interests in shares: 76,439 ordinary shares

Interests in options: 500,000 options

4

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

INFORMATION ON DIRECTORS (continued)

nAMe AnD poSItIon

eXpeRIenCe AnD QuALIFICAtIonS

Marcus Brown, Chief 
Executive Officer and 
Managing Director

B.Bus  
(International Trade)

Marcus co‑founded Forbidden Foods in 2010, when he and co‑founder Jarrod Milani recognised an 
opportunity to build a strong brand‑led food business by introducing unique rice varieties into 
Australia and New Zealand. Since that time, Forbidden Foods has become a diverse multi‑brand food 
and beverage company focusing on the wellness and organic markets, with various national and 
international sales channels. Marcus previously worked at AON in the corporate risk management 
and international captive insurance teams at AON, where he assisted multi‑national companies 
manage risk and insurance.

Marcus’s experience has given him a deep understanding of the critical areas required to manage  
a growing business and mitigate risk, which has been instrumental in the establishment and growth 
of Forbidden Foods.

During his time as CEO, Marcus has developed a broad network of reliable supply chain partners  
and is responsible for ensuring that the Company continues to meet its strategic objectives.

Marcus is a member of the Remuneration and Nomination Committee.

Other current directorships: None

Former directorships in the last 3 years: None

Interests in shares: 9,334,811

Interests in options: Nil

Jarrod Milani, Chief 
Operating Officer and 
Executive Director

B.Bus (Marketing), 
GAICD

Jarrod co‑founded the company with Marcus Brown in 2010.

Prior to co‑founding Forbidden Foods with Marcus Brown in 2010, Jarrod worked at Coles in various 
marketing‑related roles including trade planning, growth projects and supplier engagement.

Jarrod’s experience has given him the ability to manage ongoing relationships with suppliers, 
customers and manufacturers in order to help the Company meet its strategic objectives. He has 
played a vital role in the development of the Forbidden Foods brand proposition, strategy and 
product range.

Jarrod is a member of the Audit and Risk Committee.

Other current directorships: None

Former directorships in the last 3 years: None.

Interests in shares: 9,334,811

Interests in options: Nil

COMPANY SECRETARY

Adam Soffer was appointed Company Secretary on 7 April 2020. He has extensive experience in senior corporate management 
roles at ASX listed and unlisted groups across a range of sectors including commercial property, funds management, 
telecommunications and eCommerce.

Adam has a Bachelor of Commerce (University of Melbourne), Graduate Diploma of Arts (Commercial Radio) (Swinburne 
University) and a Diploma of Investor Relations (Australasian Investor Relations Association).

5

DIRECTORS’ REPORT

MEETINGS OF DIRECTORS

The number of meetings of Forbidden Foods Limited’s Board of Directors and of each Board committee held during the year 
ended 30 June 2020, and the number of meetings attended by each director were:

Mark Hardgrave

Colleen Lockwood

Marcus Brown

Jarrod Milani

Nigel Sharp

Board

Audit, Risk and  
Compliance Committee

Remuneration &  
nomination Committee

A

1

1

1

1

0

B

1

1

1

1

0

A

0

0

*

0

*

B

0

0

*

0

*

A

0

0

0

*

*

B

0

0

0

*

*

A  = Number of meetings held during the time the director held office or was a member of the committee during the year.

B  = Number of meetings attended.

*  = Not a member of the relevant board/committee.

REMUNERATION REPORT (AUDITED)

The Board’s Remuneration and Nomination Committee (the “Committee”) presents the Remuneration Report which includes 
information on the remuneration arrangements for Forbidden Foods’ Key Management Personnel (KMP) for the year ended 
30 June 2020. The report has been prepared and audited in accordance with the requirements of the Corporations Act 2001 (Cth) 
and Regulations.

The report is structured as follows:

(a) Principles used to determine the nature and amount of remuneration

(b) Details of remuneration

(c) Service agreements

(d) Share‑based compensation

(e) Relationship between the remuneration policy and company performance

(f)  Key management personnel disclosures

(a)  principles used to determine the nature and amount of remuneration

Remuneration governance

Remuneration in respect of directors and executives of the consolidated entity is overseen by the Remuneration and 
Nomination Committee of Forbidden Foods.

The Committee will ensure that Forbidden Foods has coherent remuneration policies and practices to attract, motivate and 
retain executives and directors who will create value for shareholders and who are appropriately skilled and diverse, observe 
those remuneration policies and practice; fairly and responsibly reward executives having regard to Forbidden Foods’ and 
individual performance, the performance of the executives and the general external pay environment, and integrate human 
capital and organisational issues into its overall business strategy.

Remuneration will be reviewed on at least an annual basis with consideration given to individuals’ performance and their 
contribution to Forbidden Foods’ success (against measurable key performance indicators), external market relativities, 
shareholders’ interests and desired market positioning.

6

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(a)  principles used to determine the nature and amount of remuneration (continued)

Key committee decisions and remuneration outcomes in FY20

As the Committee was established a short time prior to Forbidden Foods’ application for admission to the official list of ASX,  
it did not hold any meetings during the reporting period of FY2020.

Changes to KMP remuneration during the year were approved by the Chair of the Board of Forbidden Foods prior to the 
establishment of the Committee. The previous remuneration arrangements for the Executive KMP were not considered 
appropriate for a listed company as there was no “at‑risk” remuneration. These arrangements took effect on 1 July 2020, hence 
there are no STI or LTI payments included in the numbers reported for FY20.

Additionally, with the appointment of Mark Hardgrave and Colleen Lockwood as independent directors in January 2020, 
Forbidden Foods incurred directors fees for the first time. No fees were previously paid to non‑executive directors.

executive remuneration

Executive remuneration consists of fixed remuneration, equity‑based remuneration, and termination payments such as 
superannuation. Superannuation contributions are paid into the executive’s nominated superannuation fund.

non‑executive director remuneration

Each Director has signed a letter of appointment which sets out the conditions of the appointment including the remuneration 
for the position.

How are 
non‑executive 
Director fees set?

Who approves  
the fees?

Fees are set to ensure non‑executive directors are remunerated fairly for their services, recognising 
the level of skill, expertise and experience required to perform the role.

Each non‑executive director of Forbidden Foods is paid an amount determined by the Board. 
Non‑executive directors do not receive any equity‑based payments, retirement benefits or  
incentive payments.

Is there a  
maximum fee?

Non‑Executive Director fees are subject to a maximum aggregate amount approved by security 
holders of $250,000 per annum.

Fixed remuneration

Executive and non‑executive Directors are offered a competitive level of base pay which comprises the fixed (unrisked) 
component of their pay and rewards, which should be reasonable and fair; take into account the Forbidden Foods’ legal and 
industrial obligations and labour market conditions, be relative to the scale of the business, reflect core performance 
requirements and expectations, and take into account incumbent skills and experience, and the time commitment and 
responsibilities of the role.

Variable performance‑based remuneration

The consolidated entity did not pay in FY20 any variable performance‑based remuneration to its directors and executives.

equity‑based remuneration

This can include options or performance shares and is especially effective when linked to hurdles that are aligned to the Forbidden 
Foods’ longer‑term performance objectives. It should also take into account executive performance. However, programs should 
be designed so that they do not lead to ‘short‑termism’ on the part of senior executives or the taking of undue risks.

termination payments

All directors and executives are not entitled to retirement benefits other than superannuation or those required under law.

Securities trading policy

The trading of Group’s securities by employees and directors is subject to, and conditional upon, the Securities Dealing Policy  
in company Securities which is available on Forbidden Foods’ corporate website at www.forbiddenfoodsgroup.com.au.

7

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(b)  Details of remuneration

Key Management Personnel (KMP) of Forbidden Foods are defined as those persons having authority and responsibility for 
planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, including any Director 
(whether Executive or otherwise) of the consolidated entity receiving the highest remuneration. Details of the remuneration  
of the KMP of Forbidden Foods are set out in the following tables.

The following persons held office as directors of Forbidden Foods Limited during the whole of the financial year and up to the date 
of this report:

•  Mark Hardgrave (Chair) (Independent, non‑executive) (appointed 23 January 2020)

•  Colleen Lockwood (Independent, non‑executive) (appointed 23 January 2020)

•  Marcus Brown (Chief Executive Officer)

•  Jarrod Milani (Chief Operating Officer)

•  nigel Sharp (non‑executive) (resigned on 1 November 2019)

There are no other key management personnel other than those stated above. Nigel Sharp received no compensation as a director 
and is hence not included in the tables in this report.

KMp remuneration for the current and previous financial year:

Short‑term benefits

post‑ 
employment 
benefits

Cash salary 
and fees

$

Bonus

$

Super‑ 
annuation

$

26,636

15,982

108,033

106,097

256,748

91,032

89,776

180,808

–

–

–

–

–

–

–

–

2,530

1,518

9,110

9,110

22,268

7,808

7,808

15,616

Long‑term 
benefits

Long 
service 
leave

$

–

–

3,277

2,968

6,245

1,971

222

2,193

Share‑based payments

equity‑
settled 
shares

$

–

–

–

–

–

–

–

–

equity‑
settled 
options

$

total

$

69,379

98,545

34,689

–

–

52,189

120,420

118,175

104,068

389,329

–

–

–

100,811

97,806

198,617

2020

Directors:

Mark Hardgrave  
(from 23 January 2020)

Colleen Lockwood  
(from 23 January 2020)

Marcus Brown

Jarrod Milani

2019

Directors:

Marcus Brown

Jarrod Milani

1  Cash salary and fees: Include movements in annual leave entitlements.

2  Equity settled options: The value of options granted is expensed over the vesting period and are a non‑cash accounting expense.

8

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(c)  Service agreements

Name

Title

Mark Hardgrave

Independent, non‑executive chairman

Agreement commenced

23 January 2020

Term of agreement

Open

Details

Name

Title

On termination, resignation, retirement or removal from office for any reason, the Director shall  
not be entitled to any damages for, or make any claim against the consolidated entity or its officers 
in relation  
to, loss of office and, unless expressly agreed by the Board to the contrary, no fee will be payable to 
the Director in respect of their retirement or any unexpired portion of the term of their appointment.

Colleen Lockwood

Independent, non‑executive director

Agreement commenced

23 January 2020

Term of agreement

Open

Details

Name

Title

On termination, resignation, retirement or removal from office for any reason, the Director shall not 
be entitled to any damages for, or make any claim against the consolidated entity or its officers in 
relation to, loss of office and, unless expressly agreed by the Board to the contrary, no fee will be 
payable to the Director in respect of their retirement or any unexpired portion of the term of their 
appointment.

Marcus Brown

Chief Executive Officer and Managing Director

Agreement commenced

1 July 2020

Term of agreement

Open

Details

On termination, resignation, retirement or removal from office for any reason, the CEO shall not be 
entitled to any damages for, or make any claim against the consolidated entity or its officers in 
relation to, loss of office and, unless expressly agreed by the Board to the contrary, no fee will be 
payable to the CEO in respect of his retirement or any unexpired portion of the term of his 
appointment.

Termination by the 
Executive KMP or by 
Forbidden Foods without 
cause, mutually agreed 
resignation, retirement 
or other circumstance

Termination by 
Forbidden Foods  
for cause

12 months’ notice

No notice period or termination payment unless the Board determines otherwise.

Unvested STI or LTI entitlements lapse.

9

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(c)  Service agreements (continued)

Post‑employment 
restraints

12 month non‑compete and non‑solicit restraints in Australia for each employee, subject to 
applicable law.

Name

Title

Jarrod Milani

Chief Operating Officer and Executive Director

Agreement commenced

1 July 2020

Term of agreement

Open

Details

On termination, resignation, retirement or removal from office for any reason, the Director shall  
not be entitled to any damages for, or make any claim against the consolidated entity or its officers 
in relation  
to, loss of office and, unless expressly agreed by the Board to the contrary, no fee will be payable  
to the Director in respect of his retirement or any unexpired portion of the term of his appointment.

Termination by the 
Executive KMP or by 
Forbidden Foods 
without cause, mutually 
agreed resignation, 
retirement or other 
circumstance

Termination by 
Forbidden Foods for 
cause

12 months’ notice

No notice period or termination payment unless the Board determines otherwise.

Unvested STI or LTI entitlements lapse.

Post‑employment 
restraints

12 month non‑compete and non‑solicit restraints in Australia for each employee, subject to 
applicable law.

(d)  Share‑based compensation

Issue of shares

During the year ended 30 June 2020, there have been no issues of ordinary shares to the Directors and other Key Management 
Personnel as part of their remuneration.

Issue of options over ordinary shares

The number of options over ordinary shares granted to and vested by Directors and other Key Management Personnel as part 
of compensation during the year ended 30 June 2020 are set out below

name

Mark Hardgrave

Colleen Lockwood

no. of options 
granted 
during the 
year

no. of options 
granted 
during the 
prior year

no. of options 
vested during 
the year

no. of options 
vested during 
the prior year

1,000,000

500,000

–

–

–

–

–

–

10

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(d)  Share‑based compensation (continued)

Director options terms

teRM

DeSCRIptIon

Grant date

Director Options were granted under invitation letters issued in March 2020.

Grant of Director 
Options

Each Director Option represents an entitlement to receive one Share upon satisfaction of 
applicable conditions and payment of the applicable exercise price.

The exercise price per Director Option is $0.30.

Conditions and vesting

The Director Options vested upon listing of Forbidden Foods on ASX on 31 August 2020. 

Expiry

The Director Options expire 3 years after Listing.

Rights associated  
with Director Options

The Director Options do not attract dividends, voting rights or any capital distributions until 
exercised.

Escrow

The Director Options are subject to escrow until 31 August 2022.

(e)  Relationship between the remuneration policy and group performance

Remuneration of executives consists of an unrisked element (base pay). As such, remuneration is not linked to the financial 
performance of the consolidated entity in the current or previous reporting periods. It is the Committee’s intention that an 
“at‑risk” element to executives remuneration is implemented during FY21.

Non‑executive director’s remuneration is not affected by the consolidated entity performance.

(f)  Key management personnel disclosures

Shareholding

The number of shares in the Company held during the financial year by each Director and other members of Key Management 
Personnel of the consolidated entity, including their personally related parties, is set out below:

Director

Mark Hardgrave2

Colleen Lockwood2

Marcus Brown

Jarrod Milani

Balance 
30 June 2019

Acquired

Disposed

Received as 
Remuneration

Share split1

Balance 
30 June 2020

–

–

60

60

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

14,117,587

14,117,587

14,117,647

14,117,647

1.  The Company’s issued capital was subdivided from 170 Shares to 40,000,000 Shares (on a share split ratio of 1:235,294.117647) on 23 January 2020.  

The share split was approved by a resolution passed on the same date.

2.  Following completion of its listing on ASX on 31 August 2020, Convertible Notes held by the non‑executive directors converted to ordinary shares held in 

Forbidden Foods. As at 31 August 2020, Mark Hardgrave holds 382,192 shares and Colleen Lockwood holds 76,439 shares. A portion of these shareholdings  
is subject to escrow arrangements which expire on 31 August 2022.

11

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED) (continued)

(f)  Key management personnel disclosures (continued)

option holding

The number of options over ordinary shares in the Company held during the financial year by each Director of Forbidden Foods, 
including their personally related parties, is set out below. The terms of these options are discussed in part (d) above.

Director

Mark Hardgrave

Colleen Lockwood

Marcus Brown

Jarrod Milani

Balance 
30 June 2019

Received as 
Remuneration

exercised

–

–

–

–

1,000,000

500,000

–

–

–

–

–

–

expired, 
forfeited  
and other 
Changes

–

–

–

–

Balance 
30 June 2020

1,000,000

500,000

–

–

other transactions with key management personnel

There were no other transactions with key management personnel during the period.

*end of Remuneration Report*

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

During the year, the consolidated entity has paid insurance premiums to insure each of the directors, and officers of the 
consolidated entity against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out  
of their conduct while acting in the capacity of the consolidated entity other than conduct involving a wilful breach of duty in 
relation to the consolidated entity.

The contract of insurance prohibits disclosure of the nature of the liability covered and the amount of the premium.

The consolidated entity has not, during or since the end of the financial year, indemnified or agreed to indemnify an auditor  
of the consolidated entity or of any related body corporate against a liability incurred in their capacity as an auditor.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on

behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking

responsibility on behalf of the Company for all or part of those proceedings.

NON‑AUDIT SERVICES

Details of the non‑audit services provided to the consolidated entity by the Independent Auditor during the year ended 
30 June 2020 are disclosed in note 27 of the financial statements.

12

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ REPORT

SHARES UNDER OPTION

Unissued ordinary shares of Forbidden Foods Limited under option at the date of this report are as follows:

number of options

5,500,000

exercise price

$0.30

expiry Date

31 August 2023

SHARES ISSUED ON THE EXERCISE OF OPTIONS

No shares were issued during the year on exercise of options.

ROUNDING OF AMOUNTS TO THE NEAREST DOLLAR

The consolidated entity is an entity of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) 
Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Directors’ report. Amounts in the Directors’ report have 
been rounded to the nearest dollar in accordance with that Instrument, unless otherwise indicated.

AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 14.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(A) of the Corporations Act 2001.

On behalf of the directors:

Mark Hardgrave 
Chair

Melbourne 
30 September 2020

13

AUDITOR’S INDEPENDENCE DECLARATION

PKF Melbourne 
 





AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF FORBIDDEN FOODS LIMITED 

In relation to our audit of the financial report of Forbidden Foods Limited for the year ended 30 June 2020, to the best 
of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the 
Corporations Act 2001 or any applicable code of professional conduct. 







 


PKF 
Melbourne, 30 September 2020 

Kenneth Weldin 
Partner 

PKF Melbourne Audit & Assurance Pty Ltd ABN 75 600 749 184 

Level 12, 440 Collins Street, Melbourne, Victoria 3000 

14 

T: +61 3 9679 2222  F: +61 3 9679 2288  
Liability limited by a scheme approved under Professional Standards Legislation 
PKF Melbourne Audit & Assurance Pty Ltd is a member firm of the PKF International Limited family of legally independent firms and 
does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms. 

14

Forbidden Foods  |  Annual Report 2020

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS 
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2020

Revenue

Other income

expenses

Changes in inventories

Raw materials and consumables used

Employee benefits expense

Freight out and distribution expense

Depreciation and amortisation expense

Marketing and promotion costs

Occupancy costs

Other expenses

Finance costs

Loss before income tax expense

Income tax expense

Loss after income tax expense for the year

other comprehensive income
Items that may be reclassified subsequently to profit or loss

Foreign currency translation

total comprehensive loss for the year

Loss for the year is attributable to:

Forbidden Foods Limited shareholders

Total comprehensive loss for the year is attributable to:

Forbidden Foods Limited shareholders

NOTE

4

5

6

6

6

7

2020

$

2019

$

4,119,947

3,429,344

68,447

6,690

(502,774)

279,618

3,212,294

1,926,490

795,590

602,053

122,825

207,780

23,934

815,551

1,264,441

409,664

434,686

10,931

71,423

56,387

318,233

121,099

(2,353,300)

(192,497)

–

–

(2,353,300)

(192,497)

521

(940)

(2,352,779)

(193,437)

(2,353,300)

(2,353,300)

(2,352,779)

(2,352,779)

2020

CENTS

(192,497)

(192,497)

(193,437)

(193,437)

2019

CENTS

earnings per share attributable to the owners of Forbidden Foods Limited

Basic earnings per share

Diluted earnings per share

34

34

(13.51)

(4.06)

(113,233.53)

(113,233.53)

The consolidated entity has initially applied AASB 16 using the cumulative effect method and has not restated comparatives. 
The comparatives have been prefaced using AASB 17 and related interpretations.

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the 
accompanying notes.

15

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 30 June 2020

Assets

Current assets

Cash and cash equivalents

Trade and other receivables

Inventories

Income tax refundable

Other current assets

total current assets

non‑current assets

Property, plant and equipment

Intangible assets

Right‑of‑use assets

total non‑current assets

total assets

Liabilities

Current liabilities

Trade and other payables

Borrowings

Derivative financial instrument

Employee benefits

Lease liabilities

total current liabilities

non‑current liabilities

Employee benefits

total non‑current liabilities

total liabilities

net (liabilities/assets)

equity

Issued capital

Reserves

Retained losses

total equity

NOTE

2020

$

2019

$

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

136,308

694,414

1,052,265

4,434

281,967

14,671

502,000

549,491

4,434

17,414

2,169,388

1,088,010

15,587

53,137

31,656

10,423

46,397

–

100,380

56,820

2,269,768

1,144,830

1,425,019

1,906,434

901,564

100,675

32,091

798,752

152,352

–

40,159

–

4,365,783

991,263

15,085

15,085

15,956

15,956

4,380,868

1,007,219

(2,111,100)

137,611

586,451

103,847

586,451

(742)

(2,801,398)

(448,098)

(2,111,100)

137,611

The consolidated entity has initially applied AASB 16 using the cumulative effect method and has not restated comparatives. 
The comparatives have been prefaced using AASB 17 and related interpretations.

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

16

Forbidden Foods  |  Annual Report 2020

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2020

Consolidated

Balance at 1 July 2018

Profit after income tax expense for the year

Other comprehensive income for the year

Total comprehensive income/(loss) for the year

Balance at 30 June 2019

Consolidated

Balance at 1 July 2019

Loss after income tax expense for the year

Other comprehensive income for the year

Total comprehensive income/(loss) for the year

Share‑based payments

Balance at 30 June 2020

Issued  
capital

$

586,451

–

–

–

586,451

Issued  
capital

$

Retained 
profits/
(losses)

Reserves

$

$

198

–

(940)

(940)

(742)

Reserves

(255,601)

(192,497)

–

(192,497)

(448,098)

Retained 
profits/
(losses)

$

$

total  
equity

$

331,048

(192,497)

(940)

(193,437)

137,611

total  
equity

$

586,451

(742)

(448,098)

137,611

–

–

–

–

586,451

–

521

521

104,068

103,847

(2,353,300)

(2,353,300)

–

521

(2,353,300)

(2,352,779)

–

104,068

(2,801,398)

(2,111,100)

NOTE

NOTE

35

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

17

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020

Cash flows from operating activities

Receipts from customers

Payments to suppliers and employees

Income taxes paid

Other income

Net cash (used in)/from operating activities

Cash flows from investing activities

Payments for intangibles

Payments for property, plant and equipment

Proceeds from sale of property, plant and equipment

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issue of convertible notes

Finance costs

Capital raising costs

Repayment of borrowings

Repayment of lease liabilities

Net cash from/(used in) financing activities

Net decrease in cash and cash equivalents

NOTE

2020

$

2019

$

3,774,594

3,383,668

(4,977,619)

(3,353,025)

–

68,447

32

(1,134,578)

(18,142)

(11,106)

–

(29,248)

2,000,000

(309,233)

(144,566)

(152,957)

(107,690)

4,266

–

34,909

(42,924)

(7,376)

26,261

(24,039)

(121,099)

–

–

–

1,285,554

(121,099)

121,728

14,671

(91)

136,308

(110,229)

124,210

690

14,671

Cash and cash equivalents at the beginning of the financial year

Effects of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at the end of the financial year

8

The consolidated entity has initially applied AASB 16 using the cumulative effect method and has not restated comparatives. 
The comparatives have been prefaced using AASB 17 and related interpretations.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

18

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

NOTE 1. GENERAL INFORMATION

These are the consolidated financial statements of Forbidden Foods Limited (the ‘company’), comprising the company and its 
controlled entities (the ‘consolidated entity’).

Forbidden Foods Limited is a public company limited by shares, incorporated and domiciled in Australia.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have 
been consistently applied to all the years presented, unless otherwise stated.

new or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the 
Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

AASB 16 Leases

AASB 16 Leases was issued in January 2016 and supersedes AASB 117 Leases. AASB 16 sets out the principles for the 
recognition, measurement, presentation and disclosure of leases and requires lessees to account for the leases under a single 
on‑balance sheet model similar to the accounting for finance leases under AASB 117. The standard includes two recognition 
exemptions for lessees – leases of ‘low‑value’ assets and short‑term leases (i.e. leases with a lease term of 12 months or less). 
At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e. the lease liability) and an 
asset representing the right to use the underlying asset during the lease term (i.e. right‑of‑use asset). Lessees will be required 
to separately recognise the interest expense on the lease liability and the depreciation expense on the right‑of‑use (ROU) asset.

The consolidated entity has applied AASB 16 using the modified retrospective method of adoption with the date of initial 
application of 1 July 2019. The Group elected to use the transition practical expedient to not reassess whether a contract is,  
or contains a lease at 1 July 2019. Instead, the Group applied the standard only to contracts that were previously identified  
as leases applying AASB 117 and AASB Interpretation 4 at the date of initial application.

The consolidated entity also applied the available practical expedients wherein it:

 – used a single discount rate to a portfolio of leases with reasonably similar characteristics

 – relied on its assessment of whether leases are onerous immediately before the date of initial recognition

 – excluded the initial direct costs from the measurement of the right‑of‑use asset at the date of initial application

 – used hindsight in determining the lease term where the contract options to extend or terminate the lease

For short‑term leases (lease term of 12 months or less) and leases of low‑value assets, the consolidated entity has opted to 
recognise a lease expense on a straight‑line basis as permitted by AASB 16. This expense is presented within ‘Other expenses’ 
in the profit and loss.

Financial impact of initial recognition of AASB 16

The weighted average lessees incremental borrowing rate applied to lease liabilities recognised in the statement of financial 
position on 1 July 2019 is 4.00%.

The lease liabilities as at 1 July 2019 can be reconciled to the operating lease commitments as at 30 June 2019, as follows:

Operating lease commitments disclosed as at 30 June 2019

Effect of discounting the above amounts

Lease liabilities recognised at 1 July 2019

$

186,500

(13,734)

172,766

19

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and 
Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate  
for for‑profit oriented entities. These financial statements also comply with International Financial Reporting Standards as 
issued by the International Accounting Standards Board (‘IASB’).

Going concern

The consolidated financial report has been prepared on a going concern basis, which contemplates continuity of normal business 
activities and realisation of assets and settlement of liabilities in the ordinary course of business. The consolidated entity 
recorded a net loss for the year ended 30 June 2020 of $2,353,300 (30 June 2019: $192,497), and operating cash outflows of 
$1,134,578 (30 June 2019 cash inflows: $34,909) and as at 30 June 2020 the consolidated entity had a net liability position of 
$2,111,100 (30 June 2019 net assets: $137,611).

In assessing the consolidated entity as a going concern, the directors have considered the following:

•  the consolidated entity raised $2,000,000 via the issue of convertible notes in two tranches (Tranche 1: $1,539,000 on 

13 December 2019 and Tranche 2: $461,000 on 29 January 2020);

•  on 31 August 2020, the company raised $6,000,000 by successfully completing an Initial Public Offering (‘IPO’) on the 

Australian Securities Exchange (‘ASX’);

•  the consolidated entity incurred significant one‑off capital raising costs and finance costs in relation to the convertible  

notes and the IPO; and

•  the convertible notes automatically convert to ordinary shares upon completion of the IPO which, along with the proceeds 

raised net of transaction costs, will significantly improve the net asset position of the consolidated entity.

Based on these factors, it is the view of the directors that the consolidated entity is sufficiently capitalised to continue as a 
going concern. The directors acknowledge that this assessment incorporates a number of assumptions and judgements and 
have concluded that the range of possible outcomes considered in arriving at this support the consolidated entity’s ability  
to continue as a going concern as at the date of this report.

The financial report does not include adjustments relating to the recoverability or classification of the recorded asset amounts, or 
to the amounts or classification of liabilities that might be necessary should the group not be able to continue as a going concern.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation 
of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive 
income, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management 
to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher 
degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements,  
are disclosed in note 3.

principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Forbidden Foods Limited as at 
30 June 2020 and the results of all subsidiaries for the year then ended. Forbidden Foods Limited and its subsidiaries together 
are referred to in these financial statements as the ‘consolidated entity’.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity 
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the 
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from 
the date on which control is transferred to the consolidated entity. They are de‑consolidated from the date that control ceases.

20

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

principles of consolidation (continued)

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are 
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset 
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies 
adopted by the consolidated entity.

Common control transactions

Where the combining entities are ultimately controlled by the same parties both before and after the combination, the 
transaction is a “common‑control” transaction, outside the scope of AASB 3 Business Combinations. Such a transaction is 
accounted for using the “pooling of interests” method resulting in the continuation of existing accounting values that would 
have occurred if the assets and liabilities of the group had already been in a structure suitable.

It has been determined that the group reorganisation which occurred on 31 December 2016 was a common‑control transaction. 
As a result, the accounting treatment under the “pooling of interests” method has historically been applied as follows:

•  the assets and liabilities of the combining entities are reflected at their carrying values; and

•  no goodwill or other intangible assets are recognised as a result of the combination.

operating segment

The consolidated entity operates one segment, being the provision of goods to customers in the food and beverage industry 
operating within retail, food service, food manufacturing and quick service restaurants. The segment details are therefore fully 
reflected in the body of the financial report.

Foreign currency translation

The financial statements are presented in Australian dollars, which is Forbidden Foods Limited’s functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation  
at financial year‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in 
profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting 
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, 
which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are 
recognised in other comprehensive income through the foreign currency reserve in equity.

Revenue recognition

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 the 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.

21

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition (continued)

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, 
rebates and refunds 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.

Sale of goods

Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, which  
is generally at the time of delivery.

other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Income tax

The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable 
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary 
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future 
taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax 
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the 
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable 
that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against 
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on 
either the same taxable entity or different taxable entities which intend to settle simultaneously.

Forbidden Foods Limited (the ‘head entity’) and its wholly‑owned Australian subsidiaries have formed an income tax 
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group 
continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate 
taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax 
consolidated group.

Current and non‑current classification

Assets and liabilities are presented in the statement of financial position based on current and non‑current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the 
consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to 
settle a liability for at least 12 months after the reporting period. All other assets are classified as non‑current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity’s normal operating cycle;  
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no 
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities 
are classified as non‑current.

Deferred tax assets and liabilities are always classified as non‑current.

22

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short‑term, highly liquid 
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which 
are subject to an insignificant risk of changes in value.

trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest 
method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected 
credit loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any provision for expected credit losses.

Inventories

Raw materials and finished goods are stated at the lower of cost and net realisable value on an average cost basis. Cost 
comprises of direct materials and delivery costs, import duties and other taxes, an appropriate proportion of variable and fixed 
overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting 
rebates and discounts received or receivable.

Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of 
rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion  
and the estimated costs necessary to make the sale.

plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes 
expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a diminishing‑value basis to write off the net cost of each item of plant and equipment over their 
expected useful lives as follows:

Plant and equipment 

5‑10 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated 
entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

Intangible assets

Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and  
are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less 
amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible 
assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The 
method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption 
or useful life are accounted for prospectively by changing the amortisation method or period.

trademarks

Significant costs associated with trademarks are deferred and amortised on a straight‑line basis over the period of their 
expected benefit, being their finite life of 5 years.

Websites

Significant costs associated with websites are deferred and amortised on a straight‑line basis over the period of their expected 
benefit, being their finite life of 5 years.

23

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Right‑of‑use assets

A right‑of‑use asset is recognised at the commencement date of a lease. The right‑of‑use asset is measured at cost, which 
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the 
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the 
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and 
restoring the site or asset.

Right‑of‑use assets are depreciated on a straight‑line basis over the unexpired period of the lease or the estimated useful life 
of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the 
end of the lease term, the depreciation is over its estimated useful life. Right‑of use assets are subject to impairment or 
adjusted for any remeasurement of lease liabilities.

The consolidated entity has elected not to recognise a right‑of‑use asset and corresponding lease liability for short‑term leases 
with terms of 12 months or less and leases of low‑value assets. Lease payments on these assets are expensed to profit or loss 
as incurred.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the 
period they were incurred.

trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial 
year and which are unpaid. Due to their short‑term nature they are measured at amortised cost and are not discounted. The 
amounts are unsecured and are usually paid within 30 days of recognition.

provisions

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past 
event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the 
amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the 
present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time 
value of money is material, provisions are discounted using a current pre‑tax rate specific to the liability.

employee benefits

Short‑term employee benefits

Liabilities for wages and salaries, including non‑monetary benefits, annual leave and long service leave expected to be settled 
wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

other long‑term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are 
measured at the present value of expected future payments to be made in respect of services provided by employees up to  
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, 
experience of employee departures and periods of service. Expected future payments are discounted using market yields at  
the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated 
future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Share‑based payments

Equity settled share‑based payments are provided to non‑executive directors.

Equity‑settled transactions are awards of options over shares, that are provided to non‑executive directors in exchange  
for the rendering of services.

24

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

employee benefits (continued)

The cost of equity‑settled transactions are measured at fair value on grant date. Fair value is determined using the Binomial 
option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price  
at grant date and expected volatility of the underlying share, the expected dividend yield and the risk free interest rate for the 
term of the option, together with non‑vesting conditions that do not determine whether the consolidated entity receives the 
services that entitle the non‑executive director to receive payment. No account is taken of any other vesting conditions.

The cost of equity‑settled transactions are recognised as an expense with a corresponding increase in equity over the vesting 
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of 
the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss 
for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are 
subsequently measured at amortised cost using the effective interest method.

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement  
of financial position.

On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an 
equivalent non‑convertible bond and this amount is carried as a current liability on an amortised cost basis until extinguished 
on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The 
corresponding interest on convertible notes is expensed to profit or loss.

Any embedded derivatives are separated from the host contract and recorded separately in the statement of financial position 
at fair value.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value 
of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that 
rate cannot be readily determined, the consolidated entity’s incremental borrowing rate. Lease payments comprise of fixed 
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected 
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably 
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a 
rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if 
there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; 
lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment  
is made to the corresponding right‑of use asset, or to profit or loss if the carrying amount of the right‑of‑use asset is fully  
written down.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, 
from the proceeds.

earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Forbidden Foods Limited by the 
weighted average number of ordinary shares outstanding during the financial year.

25

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

earnings per share (continued)

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the 
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted 
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services tax (‘GSt’) and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable 
from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable 
from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities 
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Financial instruments

Financial instruments are recognised initially on the date that the consolidated entity becomes a party to the contractual 
provisions of the instrument.

On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments 
measured at fair value through profit or loss where transaction costs are expensed as incurred).

Financial assets

All recognised financial assets are subsequently measured in their entirety at amortised costs.

Amortised cost

Assets measured at amortised cost are financial assets where:

•  the business model is to hold assets to collect contractual cash flows; and

•  the contractual terms give rise on specified dates to cash flows are solely payments of principal and interest on the principal 

amount outstanding.

The consolidated entity’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash 
equivalents in the consolidated statement of financial position.

Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest rate method less 
provision for impairment.

Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition 
is recognised in the statement of profit or loss.

Impairment of financial assets

The consolidated entity recognises a loss allowance for expected credit losses (ECL) on financial assets measured at amortised 
cost. ECLs are based on the difference between the contractual cash flows due and the cash flows the consolidated entity expects 
to receive. Any shortfall is discounted at an approximation to the asset’s original effective interest rate. The consolidated entity 
applies AASB 9’s simplified approach to measure ECLs which uses a lifetime expected loss allowance for all trade receivables.

26

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial liabilities

The consolidated entity measures all financial liabilities initially at fair value less transaction costs, subsequently all financial 
liabilities, excluding derivative financial instruments, are measured at amortised cost using the effective interest rate method. 
The consolidated entity measures derivative financial instruments at fair value through profit and loss.

The financial liabilities of the consolidated entity comprise trade payables, factoring arrangements, borrowings and  
convertible notes.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments 
Commission, relating to ‘rounding‑off’. Amounts in this report have been rounded off in accordance with that Corporations 
Instrument to the nearest dollar.

new Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, 
have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2020.

NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that  
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates  
in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates  
and assumptions on historical experience and on other various factors, including expectations of future events, management 
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal  
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material 
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year  
are discussed below.

Revenue from contracts with customers involving sale of goods

When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the consolidated 
entity is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer 
obtains control of the promised goods and therefore the benefits of unimpeded access.

Allowance for expected credit losses

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime 
expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate 
for each group. These assumptions include recent sales experience and historical collection rates.

provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the 
provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect 
inventory obsolescence.

estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its 
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical 
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than 
previously estimated lives, or technically obsolete or non‑strategic assets that have been abandoned or sold will be written off 
or written down.

27

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)

Income tax

The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in 
determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course 
of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated 
tax audit issues based on the consolidated entity’s current understanding of the tax law. Where the final tax outcome of these 
matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the 
period in which such determination is made.

employee benefits provision

As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting date 
are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at 
the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through 
promotion and inflation have been taken into account.

NOTE 4. REVENUE

Revenue from contracts with customers

Sale of goods

Disaggregation of revenue

Disaggregation of revenue from contracts with customers is as follows:

Geographical regions

Australia

New Zealand

NOTE 5. OTHER INCOME

Gain on disposal of property, plant and equipment

Cash flow boost payment

Rental income

28

Forbidden Foods  |  Annual Report 2020

2020

$

2019

$

4,119,947

4,119,947

3,429,344

3,429,344

2020

$

2019

$

3,926,538

3,294,887

193,409

134,457

4,119,947

3,429,344

2020

$

–

50,000

18,447

68,447

2019

$

6,690

–

–

6,690

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6. EXPENSES

Loss before income tax includes the following specific items:

Employee benefits expense

Share‑based payments

Non‑executive directors fees

Salaries and wages

Superannuation

Other employee related expenses

Depreciation and amortisation expense

Depreciation of right‑of‑use assets

Depreciation of plant and equipment

Amortisation of intangible assets

Finance costs

Cost of issuing convertible notes

Debtor finance fees

Interest on convertible notes

Interest on lease liability

Listing costs

Trade finance fees

Unwinding of discount on convertible notes

Other interest

NOTE 7. INCOME TAX EXPENSE

Income tax expense

Current tax

Aggregate income tax expense

Reconciliation of income tax expense and tax at the statutory rate

Loss before income tax expense

Tax at the statutory rate of 27.5%

Tax effect amounts which are not deductible/(taxable) in calculating taxable income:

Non‑allowable expenses

Tax losses and other timing differences for which no DTA is recognised

Income tax expense

2020

$

104,068

42,618

534,199

55,060

59,645

795,590

105,480

5,942

11,403

122,825

196,086

57,188

103,653

2,645

144,566

55,910

704,345

48

2019

$

–

–

345,261

32,726

31,677

409,664

–

8,502

2,429

10,931

–

52,260

–

–

–

68,839

–

–

1,264,441

121,099

2020

2019

$

–

–

$

–

–

(2,353,300)

(647,158)

(192,497)

(52,937)

27,187

619,971

–

69,397

(16,460)

–

29

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. CURRENT ASSETS – CASH AND CASH EQUIVALENTS

Cash on hand

Cash at bank

NOTE 9. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES

Trade receivables

GST refundable

Property bond

NOTE 10. CURRENT ASSETS – INVENTORIES

Stock in transit

Stock on hand

2020

$

946

135,362

136,308

2020

$

582,316

96,064

16,034

694,414

2020

$

–

1,052,265

1,052,265

2019

$

372

14,299

14,671

2019

$

468,031

30,435

3,534

502,000

2019

$

122,623

426,868

549,491

The inventories have been valued at the lower of cost and net realisable value. Cost is calculated using weighted average 
methods. Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs  
of completion and the estimated costs necessary to make the sale.

The consolidated entity imports stock from overseas on Free On Board (FOB) terms which means the consolidated entity 
assumes the risks and takes ownership of the stock once the seller ships the product. Once the stock arrives in a warehouse  
in Australia, the consolidated entity recognises the amounts as stock on hand.

NOTE 11. CURRENT ASSETS – INCOME TAX REFUNDABLE

Income tax instalments refundable

2020

$

4,434

4,434

2019

$

4,434

4,434

30

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 12. CURRENT ASSETS – OTHER

Prepaid expenses

Other

2020

$

281,791

176

281,967

2019

$

13,256

4,158

17,414

The prepaid expenses includes amounts incurred by the consolidated entity directly in relation to the initial public offering (IPO) 
which will net against equity on issuance of the shares by the Company.

NOTE 13. NON‑CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT

Plant and equipment – at cost

Less: Accumulated depreciation

2020

$

32,444

(16,857)

15,587

2019

$

21,338

(10,915)

10,423

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at 1 July 2018

Additions

Disposals

Depreciation expense

Balance at 30 June 2019

Balance at 1 July 2019

Additions

Disposals

Depreciation expense

Balance at 30 June 2020

plant and 
equipment

$

31,119

7,376

(19,570)

(8,502)

10,423

10,423

11,106

‑

(5,942)

15,587

31

NOTES TO THE FINANCIAL STATEMENTS

NOTE 14. NON‑CURRENT ASSETS – INTANGIBLE ASSETS

Trademarks – at cost

Less: Accumulated amortisation

Website – at cost

Less: Accumulated amortisation

2020

$

52,809

(12,205)

40,604

16,000

(3,467)

12,533

2019

$

34,667

(4,003)

30,664

16,000

(267)

15,733

53,137

46,397

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at 1 July 2018

Additions

Amortisation expense

Balance at 30 June 2019

Balance at 1 July 2019

Additions

Amortisation expense

Balance at 30 June 2020

NOTE 15. NON‑CURRENT ASSETS – RIGHT‑OF‑USE ASSETS

Right‑of‑use assets

trademarks

Website

$

5,903

26,924

(2,163)

30,664

30,664

18,142

(8,202)

40,604

$

–

16,000

(267)

15,733

15,733

–

(3,200)

12,533

2020

$

31,656

31,656

Set out below are the carrying amounts of the right‑of‑use assets recognised and the movements during the period:

As at 1 July 2019 – refer to reconciliation in note 2

Additions

Derecognition of option on lease

Depreciation expense

As at 30 June 2020

total

$

5,903

42,924

(2,430)

46,397

46,397

18,142

(11,402)

53,137

2019

$

–

–

$

172,766

73,645

(109,275)

(105,480)

31,656

The consolidated entity has leases for the main office, factory and a van. The remaining term of each lease is less than one 
year, with in some cases, options to extend.

The main office had an option to extend which was initially expected to be exercised. Subsequent to the initial assessment  
and with the impacts of COVID‑19, the directors have assessed this option will no longer be exercised.

32

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 16. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES

Trade payables

Accrued expenses

Factoring account

PAYG withholding

Other payables

Refer to note 25 for further information on financial instruments.

NOTE 17. CURRENT LIABILITIES – BORROWINGS

Borrowings

Convertible notes

2020

$

864,677

36,019

390,565

34,153

99,605

1,425,019

2020

$

–

1,906,434

1,906,434

2019

$

303,453

75,000

296,356

21,113

102,830

798,752

2019

$

152,352

–

152,352

The unsecured loans represent non‑interest bearing debt owing to shareholders of the company which are expected to be 
settled within the next 12 months.

Assets pledged as security

The consolidated entity has unused borrowing facilities which are detailed in note 25.

A security deed over property of the Group has been provided in relation to the factoring agreement with Scottish Pacific.

Convertible notes

On 13 December 2019 the company issued 1,539,000 convertible notes, with a face value of $1 each, to various investors for  
total proceeds of $1,539,000, and on 29 January 2020 the company issued a further 461,000 convertible notes, with a face 
value of $1 each, for total proceeds of $461,000.

Simple, non‑compounding interest accrues on the convertible notes at a rate of 10% per annum.

On completion of the IPO, the convertible notes (together with accrued interest) will automatically convert into ordinary  
shares at an effective conversion price of $0.14, equivalent to 70% of the IPO price. The discount on conversion is considered  
a derivative financial instrument which per AASB 9 Financial Instruments is required to be accounted for separate to the host 
liability. Further details on the derivative liability are included in note 18.

Refer to note 25 for further information on financial instruments.

33

NOTES TO THE FINANCIAL STATEMENTS

NOTE 18. CURRENT LIABILITIES – DERIVATIVE FINANCIAL INSTRUMENT

Derivative financial instrument

2020

$

901,564

901,564

2019

$

–

–

The derivative financial instrument relates to the embedded derivative contained within the convertible note agreements and 
was determined by calculating the difference between the expected IPO price and the conversion price. The conversion price 
represents the fair value of the embedded derivative. The conversion price has been fixed at 70% of the IPO price.

NOTE 19. CURRENT LIABILITIES – EMPLOYEE BENEFITS

Employee benefits

2020

$

100,675

100,675

2019

$

40,159

40,159

Amounts not expected to be settled within the next 12 months

The current provision for employee benefits includes all unconditional entitlements where employees have completed the 
required period of service and also those where employees are entitled to pro‑rata payments in certain circumstances. The 
entire amount is presented as current, since the consolidated entity does not have an unconditional right to defer settlement. 
However, based on past experience, the consolidated entity does not expect all employees to take the full amount of accrued 
leave or require payment within the next 12 months.

The following amounts reflect leave that is not expected to be taken within the next 12 months:

Employee benefits obligation expected to be settled after 12 months

2020

$

10,068

2019

$

4,016

34

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 20. CURRENT AND NON‑CURRENT LIABILITIES – LEASE LIABILITIES

Lease liabilities

Current

Lease liabilities

Non‑current

Lease liabilities

2020

$

32,091

–

32,091

Set out below are the carrying amounts of the lease liabilities recognised and the movements during the period:

As at 1 July 2019 – refer to reconciliation in note 2

Additions

Accretion of interest

Payments

Derecognition of option on lease

As at 30 June 2020

Refer to note 25 for further information on financial instruments.

NOTE 21. NON‑CURRENT LIABILITIES – EMPLOYEE BENEFITS

Employee benefits

NOTE 22. EQUITY – ISSUED CAPITAL

Ordinary shares – fully paid

Movements in ordinary share capital

2020

$

15,085

15,085

2020

$

586,451

586,451

Details

Date

Shares

Issue price

Balance

Balance

30 June 2018

30 June 2019

Share split

23 January 2020

Balance

30 June 2020

170

170

39,999,830

40,000,000

2019

$

–

–

–

$

172,766

73,645

2,645

(107,690)

(109,275)

32,091

2019

$

15,956

15,956

2019

$

586,451

586,451

$

586,451

586,451

–

586,451

35

NOTES TO THE FINANCIAL STATEMENTS

NOTE 22. EQUITY – ISSUED CAPITAL (continued)

ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion 
to the number of and amounts paid on the shares held.

On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each share 
shall have on vote.

Share split

A share split occurred on 23 January 2020 which resulted in the subdivision of the company’s issued capital from 170 ordinary 
shares into 40,000,000 ordinary shares at a ratio of 1 to 235,294.117647.

Capital risk management

The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that  
is can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to 
reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated  
as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the consolidated entity may issue new shares or sell assets to reduce debt.

NOTE 23. EQUITY – RESERVES

Foreign currency reserve

Share‑based payments reserve

Foreign currency reserve

2020

$

(221)

104,068

103,847

2019

$

(742)

–

(742)

The reserve is used to recognise exchange rate differences arising from the translation of the financial statements of foreign 
operations to Australian dollars.

Share‑based payments reserve

The reserve is used to recognise the value of equity benefits provided to non‑executive directors as part of their remuneration.

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Consolidated

Balance at 30 June 2018

Foreign currency translation

Balance at 30 June 2019

Foreign currency translation

Share‑based payments expense

Balance at 30 June 2020

36

Forbidden Foods  |  Annual Report 2020

Foreign 
currency

Share based 
payments

$

198

(940)

(742)

521

–

(221)

total

$

198

(940)

(742)

521

$

–

–

–

–

104,068

104,068

104,068

103,847

NOTES TO THE FINANCIAL STATEMENTS

NOTE 24. EQUITY – RETAINED LOSSES

Retained profits at the beginning of the financial year

Loss after income tax expense for the year

Retained losses at the end of the year

NOTE 25. FINANCIAL INSTRUMENTS

Financial risk management objectives

2020

$

(448,098)

(2,353,300)

2019

$

(255,601)

(192,497)

(2,801,398)

(448,098)

The consolidated entity’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The 
consolidated entity’s overall risk management program focuses on the unpredictability of financial markets and seeks to 
minimise potential adverse effects on the financial performance of the consolidated entity.

Market risk

Foreign currency risk

The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency 
risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities 
denominated in a currency that is not the entity’s functional currency. The risk is measured using cash flow forecasting.

The consolidated entity has not entered into any forward foreign exchange contracts to protect against exchange rate movements.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the 
consolidated entity. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying 
amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes  
to the financial statements. The consolidated entity does not hold any collateral.

The consolidated entity has adopted a lifetime expected credit loss allowance in estimating expected credit losses to trade 
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered 
representative across all customers of the consolidated entity based on recent sales experience, historical collection rates and 
forward‑looking information that is available.

The consolidated entity does not hold any guarantees in relation to any specific receivables but management closely monitors 
the receivable balance of each customer on a monthly basis and is in regular contact with customers to mitigate risk.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the 
failure of a debtor to engage in a payment plan and a failure to make contractual payments for a period greater than 1 year.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash 
equivalents) and available trade finance and debtor factoring facilities to be able to pay debts as and when they become due 
and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available facilities by continuously 
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

37

NOTES TO THE FINANCIAL STATEMENTS

NOTE 25. FINANCIAL INSTRUMENTS (continued)

Liquidity risk (continued)

Financing arrangements

Unused borrowing facilities at the reporting date:

Australian Dollars

Bank overdraft

Credit cards

Debtor factoring facilities

Revolving facility

new Zealand Dollars

Bank overdraft

united States Dollars

Trade finance facilities

2020

$ AUD

100,000

11,060

125,225

300,000

536,285

2020

$ NZD

10,000

10,000

2020

$ USD

165,471

165,471

2019

$ AUD

100,000

10,198

203,644

300,000

613,842

2019

$ NZD

10,000

10,000

2019

$ USD

250,000

250,000

Remaining contractual maturities

All non‑derivative and derivative financial instruments have remaining contractual maturities which settle within 1 year or less.

Lease liabilities and convertible notes payable have an average interest rates of 4% and 10% respectively (30 June 2019: nil and nil)

All amounts for 2020 & 2019 are equal to their carrying value per the statement of financial position.

NOTE 26. KEY MANAGEMENT PERSONNEL DISCLOSURES

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity  
is set out below:

2020

$

256,748

22,268

6,245

104,068

389,329

2019

$

180,808

15,616

2,193

–

198,617

Short‑term employee benefits

Post‑employment benefits

Long‑term benefits

Share‑based payments

38

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 27. REMUNERATION OF AUDITORS

Audit services – PKF Melbourne

Taxation and other services – PKF Melbourne

NOTE 28. CONTINGENT LIABILITIES

The consolidated entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.

NOTE 29. RELATED PARTY TRANSACTIONS

parent entity

Forbidden Foods Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 31.

Key management personnel

2020

$

25,000

74,000

99,000

2019

$

25,000

22,016

47,016

Disclosures relating to key management personnel are set out in note 26 and the remuneration report included in the  
directors’ report.

transactions with related parties

The following transactions occurred with related parties:

2020

$

2019

$

Payment for social media/photography services

An Architect Photographed My Undies (Director‑related business of Jarrod Milani)

16,716

20,051

Payment for graphic design services

Tess Milani (Director‑related business of Jarrod Milani)

–

16,716

5,200

25,251

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current or previous reporting date.

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans to/from related parties:

Loan from Milani Family Investments Pty Ltd (Director‑related entity of Jarrod Milani)

Loan from MKB Family Investments Pty Ltd (Director‑related entity of Marcus Brown)

2020

$

–

–

–

2019

$

67,208

67,208

134,416

39

NOTES TO THE FINANCIAL STATEMENTS

NOTE 29. RELATED PARTY TRANSACTIONS (continued)

terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

NOTE 30. PARENT ENTITY INFORMATION

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax

Total comprehensive loss

Statement of financial position

Total current assets

Total assets

Total current liabilities

Total liabilities

Total equity

Significant accounting policies

2020

$

(1,299,384)

(1,299,384)

2020

$

264,521

2,237,864

2,807,998

2,807,998

(570,134)

2019

$

–

–

2019

$

4,570

777,534

152,352

152,352

625,182

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2.

NOTE 31. INTERESTS IN SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following wholly‑owned subsidiaries 
in accordance with the accounting policy described in Note 2:

name

Radnor Corp Pty Ltd

Radnor Unit Trust

Forbidden Foods Property Holdings Pty Ltd

Forbidden Foods Limited

principal place of business/ 
Country of incorporation

Australia

Australia

Australia

New Zealand

ownership interest

2020

%

100.00%

100.00%

100.00%

100.00%

2019

%

100.00%

100.00%

100.00%

100.00%

40

Forbidden Foods  |  Annual Report 2020

NOTES TO THE FINANCIAL STATEMENTS

NOTE 32. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES

Loss after income tax expense for the year
Adjustments for:

Depreciation and amortisation expenses
Gain on disposal of property, plant and equipment
Share‑based payments
Leases
Finance costs
Foreign exchange differences

Change in operating assets and liabilities:
(Increase) decrease in receivables
(Increase) decrease in inventories
(Increase) decrease in other assets
Increase (decrease) in payables
Increase (decrease) in employee benefits
Increase (decrease) in other liabilities

Net cash (used in)/from operating activities

NOTE 33. EVENTS AFTER THE REPORTING PERIOD

Since 30 June 2020, the following events have occurred:

Share consolidation

2020

$

2019

$

(2,353,300)

(192,497)

17,345
–
104,068
108,125
1,261,797
(1,228)

(345,353)
(502,774)
(264,553)
781,650
59,645

–

(1,134,578)

10,931
(6,690)
–
–
121,099
(715)

8,994
280,816
(14,430)
(201,165)
(8,483)

37,049

34,909

A share consolidation occurred on 13 July 2020 which resulted in the reduction of the company’s issued capital from 40,000,000 
ordinary shares into 26,448,630 ordinary shares at a ratio of 0.66121575 to 1.

Initial public offering

On 31 August 2020, the company commenced trading as a listed company on the Australian Securities Exchange (ASX) having 
completed an Initial Public Offering which raised $6,000,000. The business expects to utilise half of the proceeds raised through 
sales, marketing and brand development activities with the balance to cover administration costs, expenses of the offer and 
other working capital requirements of the business.

Coronavirus (CoVID‑19)

Management have assessed the financial impacts of COVID‑19 on the fair value of assets, net realisable value of inventory and 
the recoverability of amounts owing to the consolidated entity. As at the date of signing this report, the accounting estimates 
and judgements made by management are not known to be materially impacted by COVID‑19. Management have also assessed 
the potential impact on the consolidated entity’s supply chain for raw materials and the cost of acquiring raw materials due  
to fluctuations in foreign exchange rates. The consolidated entity’s supply chain has not been impacted to date however the 
Australian Dollar has depreciated against the United States Dollar which has increased the cost of raw material orders.

The impact of the COVID‑19 pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, 
after the reporting date. This situation is developing and is dependent on measures imposed by the Australian Government and 
other countries, such as maintaining social distancing requirements, quarantine and any economic stimulus that may be provided.

CFo Appointment

Sam Fraser was appointed as Chief Financial Officer and will commence in that role on 1 October 2020.

No other matters or circumstances have arisen since 30 June 2020 that has significantly affected, or may significantly affect, 
the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future 
financial years.

41

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34. EARNINGS PER SHARE

Loss for the year attributable to Forbidden Foods Limited shareholders

(2,353,300)

(192,497)

2020

$

2019

$

Weighted average number of ordinary shares used in calculating  
basic earnings per share

Adjustments for calculation of diluted earnings per share:

Dilutive potential ordinary shares

Options over ordinary shares

Share consolidation

Weighted average number of ordinary shares used in calculating  
diluted earnings per share

Basic earnings per share

Diluted earnings per share

NOTE 35. SHARE‑BASED PAYMENTS

NUMBER

NUMBER

17,424,753

170

48,552,369

5,500,000

(13,551,370)

57,925,752

2020

CENTS

(13.51)

(4.06)

–

–

–

170

2019

CENTS

(113,233.53)

(113,233.53)

During the year the company granted 1,500,000 options to non‑executive directors which was approved by shareholders by way 
of circular resolutions on 23 January 2020.

Each option represents an entitlement to receive one ordinary share upon satisfaction of applicable conditions and payment  
of the applicable exercise price. The exercise price per option is $0.30.

(a)  options granted during the period

Opening balance

Granted during the year

Exercised during the year

Forfeited/expired during the year

Closing balance

2020

2020

2019

2019

number  
of options

Average 
exercise price

number  
of options

Average 
exercise price

–

1,500,000

–

–

1,500,000

$

–

0.30

–

–

0.30

–

–

–

–

–

$

–

–

–

–

–

(b)  Fair value of options granted
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the 
grant date, are as follows:

Grant date

expiry date

23/1/20

31/8/23

Share price  
at grant date

exercise price

Risk‑free rate

Volatility

Fair value  
at grant

$0.20

$0.30

0.84%

88.20%

140,721

42

Forbidden Foods  |  Annual Report 2020

DIRECTORS’ DECLARATION

In the opinion of the directors:

(a) the financial statements and notes set out on pages 15 to 42 are in accordance with the Corporations Act 2001, including:

(i)  complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting 

requirements, and

(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for 

the financial year ended on that date, and

(b) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become 

due and payable, and

(c) Note 2 confirms that the financial statements comply with International Financial Reporting Standards as issued by the 

International Accounting Standards Board.

The directors have been given the declarations by the managing director and chief financial officer required by section 295A  
of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

Mark Hardgrave 
Chair

Melbourne 
30 September 2020

43

INDEPENDENT AUDITOR’S REPORT

PKF Melbourne 



Independent Auditor’s Report to the Members of Forbidden Foods Ltd 

Report on the Audit of the Financial Report 

Our Opinion    

We have audited the accompanying financial report of Forbidden Foods Ltd (the Company), which comprises the 
consolidated statement of financial position as at 30 June 2020, 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,  notes  comprising  a  summary  of  significant  accounting  policies  and  other 
explanatory information, and the directors’ declaration of the company and the Group comprising the company 
and the entities it controlled at the year’s end or from time to time during the financial year. 

In our opinion the accompanying financial report of Forbidden Foods Ltd 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 2020 and of its performance 

for the year then ended; and 

(b)  complying with Australian Accounting Standards and the Corporations Regulations 2001. 

Basis for Opinion 

We  conducted  our  audit  in  accordance  with  Australian  Auditing  Standards.  Our  responsibilities  under  those 
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of 
our report.  

We believe that the audit evidence  we have obtained is sufficient and appropriate to provide a basis for our 
opinion. 

Independence 

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. 

Emphasis of Matter 

We  draw  attention  to  Note  2  of  the  financial  report  which  describes  the  company’s  successful  listing  on  the 
Australian Stock Exchange on 31 August 2020. The funds raised by the IPO are being used by the Directors to 
reinvest in the business and its operations and form a key part of the Directors’ going concern assessment.  

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  year.  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. For each matter below, our description of how our audit addressed the matter is provided in that 
context. 

PKF Melbourne Audit & Assurance Pty Ltd ABN 75 600 749 184 
Level 12, 440 Collins Street, Melbourne, Victoria 3000 
T: +61 3 9679 2222  F: +61 3 9679 2288  www.pkf.com.au

Liability limited by a scheme approved under Professional Standards Legislation 
PKF Melbourne Audit & Assurance Pty Ltd is a member firm of the PKF International Limited family of legally independent firms and does not accept any  
responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms. 

44 

44

Forbidden Foods  |  Annual Report 2020

 
 
 
 
 
 
 
 
 
 
 
 
 
INDEPENDENT AUDITOR’S REPORT

PKF Melbourne 





Matter and Significance 

How our audit addressed the key audit matter 

Inventory Valuation and Existence 

As  at  30  June  2020,  the  carrying  value  of 
inventory  was  $1,052,265 
June  2019: 
$549,491), as disclosed in Note 10 of the financial 
report. 

(30 

This is a Key Audit Matter because: 

 

 

 

Inventory  is  the  most  significant  of  the 
Group’s assets; 

Judgement  is  required  in  estimating 
future  selling  prices  used  in  valuating 
goods  at  the  lower  of  cost  and  net 
realisable value; 

Providing  for  quality  or  obsolescence 
issues  required  assumptions  on  the 
potential future use of inventory items; 

  As  a  normal  part  of  the  Group’s 
operation, 
transferred 
inventory 
between group entities, which requires 
a  material  consolidation  adjustment  to 
eliminated  unrealised 
intercompany 
profits at year end. 

is 

Our audit procedures included, but were not limited to, the 
following:  

To test the valuation of inventory we: 

 

 

 

Evaluated  the  methods  used  by  Management  to 
determine the valuation of inventory, ensuring in line 
with the Group’s accounting policy; 

Tested  the  accuracy  of  costing  for  a  sample  of 
inventory 
supporting 
documentation; 

items  by 

tracing 

to 

Performed  net  realisable  value  testing  (NRV)  to 
ensure inventory was correctly recorded at the lower 
of cost and NRV in line with AASB 2 Inventories; 

  Reviewed the Group’s processes for identifying, and 
subsequently accounting for, quality or obsolescence 
matters  and  assessed  the  appropriateness  of  the 
provisions raised; 

To test the existence of inventory we: 

  Attended  inventory  counts  at  significant  locations, 
reperforming a count of a sample of items to ensure 
accurate; 

 

Performed cut off procedures to ensure inventories 
have been recorded in the correct accounting period. 

Classification and valuation of convertible 
notes 

Our procedures included, but were not limited to, assessing 
and challenging the following: 

As  at  30  June  2020,  the  Group  has  recorded 
balances for convertible notes of $1,906,434 (30 
June  2019:  $  Nil)  and  a  derivative  liability  of 
$901,564  (30  June  2019:  $Nil),  as  described  in 
Note 17 and 18 of the financial report. 

The  valuation  and  classification  of  convertible 
notes  as  debt  or  equity  is  dependent  on  the 
requisite  conditions  as  stated  in  the  underlying 
agreements.  The  convertible  notes  have  been 
classified as debt due to their characteristics. 

The  conversion  features  of  the  notes  are 
accounted for as a derivative financial liability at 
fair value through the consolidated statement of 
profit or loss. 

Significant judgement is required in determining 
the appropriate accounting treatment of the loan 
notes.  Significant  judgement  is  also  required  to 
determine  the  value  of  the  conversion  features 
and related balances.  

• the terms and conditions of the convertible note 
agreement and the requisite conditions to be met 
for conversion; 

• the adopted accounting treatments applied 
including the valuation of the embedded derivative 
instrument and the conversion elements of the 
notes; 

• the appropriateness of the valuation methods 
adopted, the inputs used in the valuations and the 
resulting valuation amounts adopted by 
Management; and 

• the appropriateness of related disclosures in the 
financial statements. 

45 

45

 
 
 
 
 
INDEPENDENT AUDITOR’S REPORT

PKF Melbourne 





Other Information 
Other information is financial and non-financial information in the annual report of the Group which is provided 
in addition to the financial report and the auditor’s report. The Directors are responsible for other information 
in the annual report. 

The  other  information  we  obtained  prior  to  the  date  of  this  auditor’s  report  was  the  director’s  report.  The 
remaining other information is expected to be made available to us after the date of the auditor’s report. 

Our opinion on the financial report does not cover the other information and, accordingly, the auditor does not 
and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the 
remuneration report. 

In connection with our audit of the financial report, our responsibility is to read the other information. In doing 
so,  we  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. 

We are required to report if we conclude that there is a material misstatement of this other information in the 
financial report and based on the work we have performed on the other information that we obtained prior the 
date of this auditor’s report we have nothing to report. 

Directors’ Responsibilities for the Financial Report 

The Directors of the Company are responsible for the preparation of the financial report that gives a true and 
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal 
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true 
and fair view and is free from material 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. 

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 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 aggregate, they could reasonably be 
expected to influence the economic decisions of users taken on the basis of this financial report. 

As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and 
maintain professional scepticism throughout the audit. We also: 

 

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, 
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient 
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting 
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional 
omissions, misrepresentations, or the override of internal control. 

  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are 
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 
the Group’s internal control. 

  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates 

and other related disclosures made by the Directors. 

46 

46

Forbidden Foods  |  Annual Report 2020

 
 
 
 
  
 
 
 
 
 
INDEPENDENT AUDITOR’S REPORT

PKF Melbourne 





  Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based 
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that 
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material 
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the 
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on 
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may 
cause the Group to cease to continue as a going concern. 

  Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and 
whether the financial report represents the underlying transactions and events in a manner that achieves fair 
presentation. 

  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business 
activities within the Group to express an opinion on the Group financial report. We are responsible for the 
direction,  supervision  and  performance  of  the  Group  audit.  We  remain  solely  responsible  for  our  audit 
opinion.  

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit 
and significant audit findings, including any significant deficiencies in internal control that we identify during our 
audit. 

We  also  provide  the  Directors  with  a  statement  that  we  have  complied  with  relevant  ethical  requirements 
regarding independence, and to communicate with them all relationships and other matters that may reasonably 
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguard 
applied. 

From the matters communicated with the Directors, we determine those matters that were of most significance 
in the audit of the financial report of the current year and are therefore the key audit matters. We describe these 
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in 
extremely rare circumstances, we determine that a matter should not be communicated in our report because 
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of 
such communication. 

Report on the Remuneration Report 

Opinion  

We have audited the remuneration report included in the directors’ report for the year ended 30 June 2020. 

In our opinion, the remuneration report of Forbidden Foods Ltd, for the year ended 30 June 2020, complies with 
section 300A of the Corporations Act 2001. 

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. 

PKF 

Melbourne, 30 September 2020 

Kenneth Weldin 

Partner 

47 

47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SHAREHOLDER INFORMATION

The shareholder information set out below was applicable as at 24 September 2020.

A  DISTRIBUTION OF EQUITY SECURITIES

Analysis numbers of ordinary share holders by size of holding:

Holding Ranges

Above 0 up to and including 1,000
Above 1,000 up to and including 5,000
Above 5,000 up to and including 10,000
Above 10,000 up to and including 100,000
Above 100,000

totals

B  EQUITY SECURITY HOLDERS

Twenty largest quoted equity security holders

Holders

total units

% Issued  
Share Capital

19
1,022
442
568
90

2,141

11,617
2,553,154
3,821,166
18,900,798
49,714,264

75,000,999

0.02%
3.40%
5.09%
25.20%
66.28%

100.00%

The consolidated entity’s twenty largest equity securityholders of quoted equity securities are listed below:

Holder name
MILANI FAMILY INVESTMENTS PTY LTD 

MKB FAMILY INVESTMENTS PTY LTD 

DIGGING LION PTY LTD 

TR NOMINEES PTY LTD
TALMALMO INVESTMENTS PTY LTD
ALLADICE PTY LTD 

MADAM SUAT CHIN KOH
CS THIRD NOMINEES PTY LIMITED 

BNP PARIBAS NOMINEES PTY LTD 

TIVERTON ROTHWELL AGRICULTURE PTY LTD
HIT ON TWENTY PTY LTD
MR ZHONGMING LIN
N SHARP SUPERANNUATION PTY LTD 

MUTUAL TRUST PTY LTD
BORRMAN HOLDINGS PTY LTD 

IGNITION CAPITAL PTY LTD 
SANLAM PRIVATE WEALTH PTY LTD 
MR KONGSAK BOONKERD
SKYLINE CAPITAL PTY LTD 
BMZ CAPITAL PTY LTD
D J MARWOOD PTY LTD 
HARDGRAVE SUPERANNUATION PTY LTD 

BRIZA TRADING PTY LTD
Total

48

Forbidden Foods  |  Annual Report 2020

Holding

% IC

9,334,811

12.45%

9,334,811

12.45%

2,489,283
1,653,039
1,505,186

1,466,962
1,375,890

1,324,881

1,293,097
1,180,801
1,173,779
1,125,000

1,120,177
877,593

835,000
557,192
557,192
465,000
437,192
391,260
382,192

3.32%
2.20%
2.01%

1.96%
1.83%

1.77%

1.72%
1.57%
1.57%
1.50%

1.49%
1.17%

1.11%
0.74%
0.74%
0.62%
0.58%
0.52%
0.51%

382,192
375,000
39,637,530

0.51%
0.50%
52.85%

SHAREHOLDER INFORMATION

B  EQUITY SECURITY HOLDERS (continued)

Substantial holders

The consolidated entity’s substantial equity securities holders of quoted equity securities are listed below:

Holder name

MILANI FAMILY INVESTMENTS PTY LTD 

MKB FAMILY INVESTMENTS PTY LTD 

C  UNQUOTED EQUITY SECURITIES

Options over ordinary shares issued

Holding 
Balance

9,334,811

9,334,811

% IC

12.45%

12.45%

number  
on issue

number  
of holders

5,500,000

10

49

CORPORATE DIRECTORY

PRINCIPAL PLACE OF BUSINESS

13/277‑289 Middleborough Road 
Box Hill South VIC 3128

DIRECTORS:

Mark Hardgrave (Independent, Non‑Executive Chair)  
Colleen Lockwood (Independent, Non‑Executive Director)  
Marcus Brown (CEO, Executive Director) 
Jarrod Milani (COO, Executive Director)

COMPANY SECRETARY

Adam Soffer

AUDITOR

pKF Melbourne

Level 12, 440 Collins Street 
Melbourne VIC 3000

REGISTRY

Automic pty Ltd

Level 5, 126 Phillip Street 
Sydney NSW 2000

Telephone: 1300 288 664

INVESTOR INQUIRIES AND CORRESPONDENCE

Forbidden Foods Limited

PO Box 313, 
Ormond VIC 3204

Telephone: 1300 288 664

Website:www.forbiddenfoodsgroup.com.au

Email: info@forbiddenfoods.com.au

SECURITIES EXCHANGE LISTING

Forbidden Foods Limited securities are listed  
on the Australian Securities Exchange (ASX)

50

Forbidden Foods  |  Annual Report 2020

www.colliercreative.com.au  #FRB0004

www.forbiddenfoodsgroup.com