ANNUAL
REPORT
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Corporate
Directory
Directors
Reg Weine (Non-executive Chairman)
Maggie Beer AO (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
Susan Thomas (Non-executive Director)
Executive Management
Kinda Grange (Chief Executive Officer)
Eddie Woods (Chief Financial Officer to 31 August 2023)
Craig Louttit (Chief Financial Officer from 1 September 2023)
Company Secretary
Sophie Karzis
Registered Office & Principal Place of Business
2 Keith Street,
Tanunda, SA 5352
Tel: +61 8 7004 1307
Fax: +61 8 9077 9233
Share Registry
Boardroom Pty Limited
Level 8, 210 George Street, Sydney NSW 2000
GPO Box 3993, Sydney NSW 2001
Tel: 1300 737 760
Fax: 1300 653 459
Auditor
PricewaterhouseCoopers
Level 11/70 Franklin Street
Adelaide, SA 5000
Stock exchange listing
Maggie Beer Holdings Ltd shares are listed on the
Australian Securities Exchange (ASX code: MBH)
Website
www.maggiebeerholdings.com.au
Corporate Governance
The company’s Corporate Governance charters are
located on the company’s website at the following link:
www.maggiebeerholdings.com.au/investors/corporate-governance/
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Our Brands
AT MAGGIE BEER HOLDINGS, OUR PURPOSE IS T O CRE ATE PREMIUM, INNOVATIVE, AND MEMORABLE
F OO D, B EVERAGE, AND GIFTING PRODUCTS OF T HE HIG HEST QUALITY, WHILE STAYING TRUE TO OUR
VA L UES OF BEING PASSIONATE, NIMBLE, AMBITIOUS , INCLUSIVE AND COMMUNITY FOCUSED.
OU R VISION IS TO CHAMPIO N THE JOY OF AUST RALIAN FOOD, CULTURE AND GIFTING.
Maggie Beer Holdings represents three premium brands, that all follow the principles of making Australian premium gifting,
food and beverage products using predominantly Australian ingredients and materials that support local communities, dairy
farmers, fruit and vegetable growers.
Maggie Beer Products, Paris Creek Farms and Hampers & Gifts Australia are all committed to making innovative products
that meet consumer demand for high quality, convenient and indulgent food, beverage and gifting products.
All three brands resonate strongly with Australian consumers who are increasingly looking for locally produced products,
which matches the very essence and ethos of our three brands.
Maggie Beer Products
Maggie Beer Products is an iconic food & lifestyle brand in Australian
kitchens, homes and gardens. Maggie Beer Products bases its
reputation on Maggie’s own philosophy of using superior in season
ingredients, to produce premium cooking, entertaining, gifting and
indulgent products, for the domestic and international markets.
Hampers and Gifts Australia
Hampers and Gifts Australia is a market leading e-commerce platform that
is the first choice destination for gifting, entertaining, and sharing occasions.
Home to two leading e-commerce brands: The Hamper Emporium and
Gifts Australia that specialise in providing premium, luxury hampers as well
as personalised, beautiful and thoughtful gifts. Offering a unique selection
of premium quality food, beverage and gifting items (including Maggie
Beer Products), these businesses are two of Australia’s most sought after
and trusted online destinations for beautiful gifts for any occasion.
Paris Creek Farms
Paris Creek Farms is a superior quality dairy manufacturer in Milk, Yoghurt
and Cheese. For more than 30 years, it has created a wide range of natural
dairy products in the most sustainable way, and its award-winning dairy
products are sold and loved in both domestic and international markets.
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Contents
Corporate Directory
Letter from the Chairman
Letter from the CEO
Operation and Financial Review
Environmental, Sustainability and Governance
Risk Statement
Directors’ Report
Auditor’s Independence Declaration
Statement of Profit or Loss and
Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Securities Exchange Information
Our vision is to champion
the joy of Australian Food,
Culture and Gifting.
Maggie Beer Holdings Ltd
ABN 69 092 817 171
Annual Report - 30 June 2023
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Letter from
the Chairman
REG WEINE
CH AIRMAN
Dear Shareholders
The strategic decisions we have taken over the past three
years to transform Maggie Beer Holdings into Australia’s
leading purveyor of premium food, beverage, and gifting
products, allowed us to successfully navigate difficult
and evolving economic conditions as well as the shift in
consumer and shopper behaviour during the year, while
continuing to position the business for future growth.
Refreshed strategy
As our markets continue to evolve, we launched a
refreshed 5-year strategy.
Our strategy is focused on unlocking value across Maggie
Beer Holdings, optimising and unifying our assets,
expanding the Maggie Beer brand, and building scale
in our e-commerce platform as we further diversify our
categories.
This 5-year strategy supports our aspiration to create
a $300 million net sales revenue business with strong
margins and return on assets. Kinda’s CEO report includes
further detail on each aspect of our strategy.
Leadership transition
Leadership transitions can at times be difficult, but I am
pleased to say we have managed the transition to a new
CEO smoothly and with the support of our outgoing CEO
& Managing Director Chantale Millard, who after serving
more than 8 years with MBH, handed the reins to Kinda
Grange during the course of the year.
Chantale leaves a lasting legacy, having led many of the
strategic growth initiatives, including the acquisition of
The Hamper Emporium & Gifts Australia (HGA), reshaping
the dairy asset portfolio, improving the balance sheet and
returning the business to profitability.
On behalf of the Company, I want to acknowledge and
thank Chantale for her significant contribution to MBH and
wish her every success in the next chapter of her career.
In March 2023 we were pleased to welcome Kinda Grange
as the Company’s new Chief Executive Officer of to lead
MBH through the next phase of growth.
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Letter from
the Chairman
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Kinda is a highly experienced food and beverage executive
with an outstanding track record of building brands with a
focus on marketing, innovation, insights, and data. Kinda’s
experience directly aligns with MBH’s ambitious brand and
e-commerce growth strategy and we were delighted to
secure a dynamic CEO of Kinda’s calibre and experience to
lead the Company.
More recently, we announced the appointment of Craig
Louttit as the Company’s Chief Financial Officer. Craig is
an experienced CFO who has held senior roles in large
multinational and high growth businesses across ASX listed
companies, including CFO of The a2 Milk Company.
Craig replaces Eddie Woods who retires in September
2023 after 6 years with the Maggie Beer Group. Eddie
made a significant contribution to the transformation and
strategic repositioning of the Group during that time, and
we acknowledge and thank him for his efforts.
Dairy assets
In August 2022, the Company completed the sale of St
David Dairy to Goulburn Valley Creamery. The business
was sold as a going concern with all staff transferring with
the business to the new owners. Goulburn Valley Creamery
is an experienced player in the local dairy industry which
ensures St David Dairy has the focus and opportunity to
reach its full potential under new ownership.
In June 2023, we announced that our subsidiary, Paris
Creek Farms, had been reclassified as a continuing asset
and no longer held for sale. This follows a detailed
strategic review undertaken by the Board and management
that included the viability of upgrading the PCF facility
to expand its dairy product making capabilities, and
specifically its potential value as an internal asset for
the manufacture and supply of Maggie Beer Products,
including the strategically important and fast-growing
cheese products.
FY23 financial results
It is in the above context, combined with the continued
impact of rising interest rates and inflation, shifting
consumer habits in online shopping, together with higher
freight and labour costs during the period, that we report
our financial outcomes for FY23.
Our Group revenue from continuing operations for the year
was broadly in line with last year at $88.7m and our gross
margins remained strong at 50.3%
Group Trading EBITDA1 from continuing operations was
$3.2 million, in line with our most recent guidance and
compared to $10.5 million for the prior year.
MBH purchased the HGA business in May 2021 for an
upfront consideration of $40 million ($20 million cash
and $20 million shares), plus contingent consideration
(provision for earnout with initial fair value of $14 million)
and net of a working capital adjustment of $0.6 million.
We announced in May that we did not expect this earnout
hurdle to be met and therefore the earnout provision was
reversed resulting in a positive impact to FY23 Net Profit
After Tax of $14 million.
Following a review of the value of cash generating units
and assets, the Company has recorded a non-cash
impairment charge of $12.5 million against the goodwill
of HGA in the FY23 accounts which is an offset to the
contingent consideration release and reflective of the
macro economic environment the business is operating in.
This impairment has reduced the carrying value of the net
assets of HGA from $63.6 million to $51.1million.
Notwithstanding the impairment, the Board believes the
HGA business remains a market leading e-commerce
platform, with untapped potential.
Strong financial position
The Company maintains a strong balance sheet with total
net assets of $85.7 million, cash of $9.2 million at 30 June
2023 and no debt2.
This strong financial position enables the business
to respond to the current market challenges and
opportunities and means we can self-fund investments
in growth initiatives to build further scale, capability and
optimise our asset base.
In November 2022 the Company implemented a 1.0 cent
per share return of capital and in March 2023 paid a 0.5
cent fully franked dividend to eligible shareholders. As we
look to further invest in our capability and build scale in our
business, the Board took the decision not to declare a final
dividend for FY23. Capital management will continue to be
a focus of the Board.
Looking to the future
In FY24 we will continue to focus on our core operations,
investing in key areas of our business, to strengthen our
brands, accelerate innovation and enhance the customer
experience.
MBH has a strong balance sheet, is profitable and cashflow
positive and we have a clear strategy that positions MBH for
sustained growth in revenue and earnings.
On behalf of the Board, I want to thank our employees,
customers, suppliers, and also our shareholders for their
continued support of the Company.
Yours sincerely,
Reg Weine
Chairman
1 Trading EBITDA is a non-IFRS measure as defined in page 20 of the Directors Report
2 Only asset-backed leases/debt
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CEO Report
K IN D A GR AN GE
CE O
Dear Shareholders
Having joined Maggie Beer Holdings as Chief Executive
Officer in March 2023, I am honoured to present my first
CEO report and be given the opportunity to lead such a
wonderful company with so much potential.
First and foremost, I want to express my gratitude for your
continued support as shareholders and acknowledge
our long-term supporters. Your trust in our Company’s
potential enables us to work tirelessly to deliver
sustainable growth and enhance long-term shareholder
value.
Since joining MBH, I have had the privilege of engaging
with our talented team, meeting some of our shareholders
and customers, and conducting a thorough assessment of
our operations, performance, broader market dynamics
and growth opportunities.
We recently announced our new 5-year strategy and vision
to champion the joy of Australian food, culture and gifting.
We will achieve this vision and our financial aspirations
by focusing on the untapped potential of our assets; our
brands, our manufacturing footprint, and our e-commerce
platform. These will be enabled through development and
investment in people, marketing and technology.
FY23 Overview
FY23 continued to be a challenging period, including
the impacts of weaker consumer sentiment, rising freight,
energy and labour costs and increased interest rates. Post
Covid, we continued to see a shift in the consumer channel
away from online which impacts gross margin.
Our results in FY23 were also impacted by higher
investments in marketing, people and products.
However, these investments are part of our strategy to
expand and leverage the Maggie Beer brand and harness
the strength of our e-commerce platform to build our
revenue opportunity.
In FY23 we made the important decision to reclassify
Paris Creek Farms as a continuing asset given its strategic
importance to our growth. Premium dairy segments are
large and growing and we have proven Maggie Beer’s
success in Dairy through specialty cheese and cheese
hampers. Our priorities are to optimise the site, generate
stronger returns from the asset, and invest to further grow
in specialty cheese.
FY23 Financial Performance
The Group’s operating results for FY23 were consistent
with the trading update announced in May and the
subsequent announcement in June regarding the
reclassification of Paris Creek Farms as a continuing asset.
Group revenue from continuing operations was $88.7
million down 1.4% compared to FY22 reflecting a shift
from online to physical stores as we, like other consumer-
related businesses, experienced the impact of rising
interest rates and inflation on consumer spending. While
our HGA business saw a 7.5% decline in total sales, we
were pleased that our retail sales across Maggie Beer and
Paris Creek Farms grew by 7.2% given the strength of their
brands and product offerings. The shifting mix in channel
(online decreased from 55% share of sales to 51%) and
product, resulted in a 1.4pt drop in Gross Margin to 50.3%.
Group Trading EBITDA1 from continuing operations
was $3.2 million, down from $10.5 million in FY22. Cost
increases across the supply chain continued in FY23
across freight, raw materials, labour and energy costs.
We successfully implemented price increases across
our portfolio to mitigate some of the impact of these
cost increases. Trading EBITDA was also impacted
by increased investments in people and advertising.
Increased advertising spend was key to the success of the
FY23 Christmas trading period and to continue to position
HGA as the premium destination for gifting.
The marketplace challenges and shifting consumer habits
have served as catalysts for us to re-frame our strengths
to unlock value across MBH, optimise our operational
efficiencies, maintain continuous improvement within
our cost base, and further diversify our categories and
e-commerce platform. These form part of our 5-year
strategic plan.
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CEO Report, cont.
Key results for growth Continuing Operations for FY23
Investing in and Looking After our People
Our people are our most valuable asset and looking after
their wellbeing and career growth is a priority for MBH.
We continued to make significant progress on our
employee engagement initiatives and embedded our
Group values and Employee Value Proposition (EVP)
into programs across the employee lifecycle. Our annual
employee engagement survey provides a valuable source
of feedback from employees on their experience and
overall engagement.
Our Reward & Recognition Program is fully established and
empowers our leaders to formally and informally recognise
the excellent work done by our people.
We have further developed our online HR portal that allows
access for all employees to important information, policies,
tools and enables us to facilitate employee performance
and development discussions.
The implementation of an E-learning platform provides all
employees access to compliance and role specific training,
as well as professional and personal development, to
support the growth of our people.
The wellbeing survey we conducted earlier this year
provided important insight into the development of a
wellbeing action plan, which includes:
n Identifying mental health first aid officers across the
group, who will be formally accredited early in FY24, to
further support the wellbeing of our employees
n A winter step challenge to encourage mental and
physical health, through keeping active during winter
n Financial wellbeing information through our e-learning
platform
n Leader training on Psychosocial Hazards and managing
the risks.
We continue to have an Employee Assistance Program
available to employees and their families, to confidentially
discuss any mental health and wellbeing issues.
We will continue this journey over FY24, to retain and
attract great people and to ensure a positive employee
experience.
NET SALES
$88.7m
-1.4%
vs FY22
GROSS
MARGIN
50.3%
vs. 51.7%
in FY22
TRADING
EBITDA1
TRADING EBITDA
% SALES
$3.2m
3.6%
NPAT
STRONG
BALANCE SHEET
$0.8m
$9.2m
in cash with
no debt2
Our Group maintains its strong financial position which
enables us to respond to the current market challenges
while maintaining our investments in growth initiatives.
1 Trading EBITDA is a non-IFRS measure as defined in page 20 of the Directors Report
2 Only asset-backed leases/debt
Above results are for continuing operations.
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Investing in Marketing, Innovation & Customer Experience
n Over 2 million visits to each of our 3 websites over the
As a consumer-led business, it’s critical to continue
investing in developing and building brand awareness and
engagement, driving conversion, delighting our consumers
and customers with our products, and growing loyalty and
preference.
In FY23 we invested in the following marketing activities:
n Upweighted investment across e-commerce and
grocery retail to maximise Christmas sales
n Extensive retail marketing campaigns to support new
product launches
n New content including videos created to promote and
engage with our consumers across organic and paid
digital media.
In FY23, we delivered the following innovations and range
extensions:
n National ranging of 5 new Maggie Beer Cooking SKUs
in supermarkets across Finishing Sauces & Stocks.
These were launched late April and have already
delivered greater than $0.5 million in retail sales over
15 weeks. The successful launch and partnership has
initiated further strategic ranging opportunities with our
customers.
n Launch of incremental entertaining offers across Maggie
Beer pates, fruit pastes & non-alcoholic sparkling wines.
n Launch of cheese & entertaining hampers which are
our fastest growing hamper offer. Cycling a full year
of cheese hampers, has yielded an incremental $2.8
million in net sales to MBH.
n Launch of new Homewares and Christmas hampers that
delivered incremental sales.
We improved the customer experience through the
following initiatives:
n Hamper Emporium Bulk Order (HEBO) platform
launched in September 2022, allowing corporate
customers to place their orders via the platform
n HEBO upgraded in March 2023 to include instant
payment and retained branding for a much more
streamlined ordering experience
Through these investments we delivered:
n Strong growth in Maggie Beer’s heartland of Cooking
products +12.4%
past 12 months
n Increased the size of our database to over 1 million
customers
n Corporate sales in HGA increased by 5.4%
n Delivered strong Net Promoter Scores across our
e- commerce platforms of greater than 70% with an
aspiration to grow to 80%.
Environmental, Social & Governance Focus
Maggie Beer Holdings has an unwavering commitment to
our environment, community and people.
As a proudly Australian-owned company, we are always
looking for ways to help support our employees, the local
communities we operate in, as well as our environment.
We use Australian ingredients and materials wherever
possible, with a focus on sustainability, reduced food waste
and innovation to ensure we are building a better future for
generations to come.
In FY23 we made good progress in the area of sustainable
packaging. We moved our core ranges of Pate & Fruit Paste
to 100% recyclable packaging. Our newly designed Pate
ramekin-style pots are created to be reusable.
5-year Growth Strategy
In June we announced a refreshed vision, aspiration and
key strategic pillars to realise the untapped potential of our
strong and valuable assets:
1. We have the iconic Maggie Beer brand, and market
leading brands in The Hamper Emporium and Gifts
Australia.
2. We have scalable and fit for purpose manufacturing
assets in Tanunda, South Australia. Here we have an
innovation hub and test kitchen. In Paris Creek farms, we
have a high-quality dairy manufacturing asset.
3. We have a strong e-commerce platform with global
procurement capabilities, a scalable fulfillment centre
and efficient dispatch and delivery.
All of the above is underpinned by a passionate and
nimble team and a strong balance sheet.
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CEO Report, cont.
Our vision is to champion the joy of Australian food,
culture, and gifting. Our commercial aspiration is to create
a $300 million net sales revenue business with strong
margins and return on assets. We will achieve this through
the execution of our three key strategic pillars:
1. Optimise & Unify Assets
The re-framing of our vision should unlock the potential
for synergies and cost efficiencies across our three
business units. Unifying our assets also enables us to
fully leverage the e-commerce platform across the
entire business.
We made the decision to retain the PCF asset given its
strategic value to the group. We will invest in capacity
and capability in Cheese to further support our Maggie
Beer Cheese expansion plans as well as fueling the
success of our Cheese Hampers in e-commerce.
We will streamline and implement robust supply chain
processes. We will also assess our core range to ensure
an efficient product range. We will optimise our cost
base and do so through a zero-waste mindset.
Our medium to long term opportunities hinge on
growing volume and generating better returns from our
assets.
2. Expand the Maggie Beer Brand
The Maggie Beer brand will continue to bring joy to
everyone’s table through uncompromising quality,
integrity in every way, and uniqueness and flavour
that excites. We will expand the brand by creating and
sharing fresh products and inspirations that encourage
us all to experience the joy of good food.
We will do this by focusing on the pillars of “Good
Food” and “Good Life”.
Our expansion under “Good Food” will be centered
around three key occasions: cooking, entertaining, and
desserts. In addition, we will enter new verticals related
to kitchen, home, and garden that will enhance the
creation and sharing of food experiences.
Under the “Good Food” pillar, we will focus on
maintaining a strong presence in core food categories,
continuing to refresh our offers to continue to delight
our consumers. We will also innovate to enter new
attractive categories over the next two years.
In the “Good Life” pillar, we will expand our ranges for
the kitchen and enter the home and garden category in
FY24. Our products will always offer uncompromising
quality and uniqueness that is synonymous with
the Maggie Beer brand. This range of products and
solutions will leverage our e-commerce capability.
This growth plan will be underpinned by investment
in Masterbrand advertising, refreshing content in our
social channels, strengthening the foundations in
e-commerce including the Food Club, and investing in
people capability.
These investments will support the aspiration to grow
the Maggie Beer brand to $125 million net sales over
the next five years.
3. Scale E-commerce Platform
Our e-commerce platform has the potential to support
significant growth outside of the Christmas peak by
optimising our current offer as well as diversifying into
new verticals that leverage our capability and capacity.
Firstly, we will strengthen the foundations by delivering
operational excellence and streamlining our range.
We will also focus on providing exceptional customer
service, building on our strong net promoter score.
To increase awareness of our offer, we will test non-
digital channels to assess the return on investment
compared to other paid online channels.
Secondly, we will improve conversion rates on our
core business. While we have good traffic and strong
conversion rates on desktop, there is an opportunity
to enhance conversion on mobile. We will refresh our
websites and adopt a mobile-first approach.
Additionally, our investment in new technology will
enable us to segment and reach our customers more
effectively using our large database of over 1 million
customers.
There is also significant potential to further develop
corporate and B2B sales by targeting specific verticals.
We will reset our approach to capture a larger share of
this market.
Finally, we will stay on top of consumer trends and
shopping habits to continue to evolve our offer.
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Outlook
Our focus in the coming year is aligned to our recently
announced 5-year strategy to optimise and unify the asset
base, expand the Maggie Beer brand and enhance the
scale of our e-commerce platform.
Our key focus areas in FY24 include:
n Investing in marketing, analytics and e-commerce
capability to set a strong foundation for FY25
n Optimising our assets
n Expanding our ranges in MBP and e-commerce; and
n Building new categories and partnerships
Our FY24 outlook:
n We are focused on leveraging our strengths to meet
shifting consumer habits as market conditions remain
uncertain.
n We expect to return to positive sales growth in FY24 led
by growth in MBP across retail and e-commerce
n Gross margin percentage (GM%) is expected to
be broadly in line with FY23 given similar macro
environment and channel mix
n We will continue to focus on operational cost and
pricing discipline which is expected to lead to
improved EBITDA margin
n We retain a strong balance sheet enabling continued
investment in growth.
In closing I wish to acknowledge and thank the passionate
and nimble team we have across our Group who showed
resilience in a number of challenges during the year. I
would like to thank all our people for their dedication,
commitment, and tremendous effort over the past 12
months.
Thank you to our shareholders for your continued support.
I am excited about the journey ahead and our ability to
enhance long term sustainable value.
Kinda Grange,
CEO
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Operation and
Financial Review
In addition to the financial metrics of the Group highlighted
already, the below outlines some of the key operational
opportunities and challenges in FY23.
FY23 Trading
The Group generated net sales from continuing operations
of $88.7 million and a trading EBITDA from continuing
operations of $3.2 million.
Balance Sheet and Cashflows
Group is supported by a strong balance sheet with net
assets at 30 June 2023 of $85.7 million (30 June 2022:
$90.9 million), including a cash balance of $9.2 million
(30 June 2022: $10.8 million). The reduction in group
net assets is mainly due to the return of capital and
dividend paid, trading EBITDA and reversal of contingent
consideration ($14.0 million) for HGA, partly offset by the
non-cash impairment of HGA goodwill of $12.5 million.
Net tangible assets increased by $9.9 million to $38.2
million (30 June 2022: $28.3 million).
The positive operating cashflow result of $6.5 million
was generated in FY23 with $2.7 million less in inventory
compared to FY22 and EBITDA of $3.2m.
Overall working capital for the company is at circa 16% of
sales, a decrease of 4 points compared to 30 June 2022.
The Company’s disciplined approach to working capital
and the group’s cash management will continue.
Working Capital
Working capital timing changed in FY23, with inventory
expected to peak in October 2023 compared to July 2022
and will reduce to more normal levels by Christmas 2023.
Inventory has been timed so that long life products such as
packaging, alcohol/champagne, homewares, pamper and
wellness items arrive earlier and are packed into finished
goods. Any food items with a shorter shelf life are locally
sourced and arrive just in time for production.
Corporate
Shared services and corporate office costs of $3.8 million
(excluding one-off items) were $1.0 million higher than
FY22 reflecting increased costs and investments. Costs
increases include insurance, professional fees and travel.
While investments include additional roles in the business
to support the delivery of growth initiatives.
Maggie Beer Products
Maggie Beer product sales grew by 1.9% given significant
growth in Cooking and Entertaining products, partly offset
by declining online sales. This presents an opportunity in
FY24 to refocus on e-commerce through an integrated
approach across the group leveraging HGA asset.
Growth in Cooking (+12.4% vs. LY) has been delivered
through Stocks & Finishing Sauces expansion into grocery
retailers with almost 4,000 incremental distribution
points. This was supported by social media and in-
store activations, catalogues and magazines to drive
household penetration. The strong retailer partnerships
unlocked through this launch have opened the pathway to
incremental Cooking launches in FY24.
Specialty Cheese (+9.1% vs. LY) has led the growth in
Entertaining, primarily driven by increasing category values.
Cheese & overall dairy have been impacted by inflationary
pressures and supply chain costs.
GM% decreased by 2.6 pts, mainly due to product mix,
with the large sales growth in our lower margin 3rd party
produced products.
Paris Creek Farms
The decision to retain PCF as a continuing asset within the
group was made in June, underpinned by strong strategic
rationale and a path to profit for the asset. PCF achieved
a net sales increase of 10.5% across the range of milk,
yoghurt and cheese. This was driven primarily by increased
milk volumes.
FY24 will see a re-invigorated focus on this asset to
optimise efficiency, reduce waste and deliver the capital
investment in specialty cheese. This investment will be
supported by enhanced people capability.
As part of the transition to in-house manufacturing for
Maggie Beer cheese, the Ash Brie product has transitioned
into PCF.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 1515
Hampers and Gifts Australia
Post Covid stay-at-home restrictions, FY23 saw a slight
decline in e-commerce demand generally. In line with this,
online hamper and gift demand declined as the population
resumed celebrating special occasions in person.
Whilst HGA’s main e-commerce site, The Hamper
Emporium, saw its website visits decrease YOY due to
shifting consumer habits, our focused investment on
growing our share is reflected in conversion growth.
As the growth in demand for online hampers during
Covid attracted increased competitor numbers, average
customer acquisition costs also increased. However, we
made a decision to invest in marketing to grow share, and
to leverage our significant operational scale, and pleasingly
delivered growth in total customers and in new customers.
We continued to invest in user experience improvements
to offer our customers a more personalised and seamless
shopping experience, especially in the Corporate segment,
with ongoing improvements to our bespoke online
corporate ordering tool, which has transformed the way
corporates shop with us.
We will continue to leverage the e-commerce platform with
renewed focus on Maggie Beer and Gifts Australia and
continued expansion of The Hamper Emporium.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
1616
Environmental, Sustainability
and Governance
OUR COMMITMENT TO OUR S E LV E S A N D OU R C O MM U NI TY
Our aim is to make products that people love, in a
sustainable way and staying true to our values: by being
Passionate, Nimble, Ambitious, Inclusive and Community
Focused.
This report outlines our approach to Environmental, Social
and Corporate Governance (ESG). It explores what we’ve
done to strengthen positive outcomes with our team, our
customers, stakeholders and our community.
Our Values
In FY23 we continued to embed our Maggie Beer Holdings
Group values Recipe for Success into our programs.
Through engagement with our people, we have defined
supporting behaviours, enabling us to recognise and
reward our people in line with our values. Feedback
through our employee engagement survey continues to
show the values that resonate with, and inspire, our people.
We create premium, innovative & memorable food,
beverage and gifting products of the highest quality that
match people’s every-changing shopping habits and
lifestyles by being:
3 Passionate
3 Nimble
3 Ambitious
3 Inclusive
3 Community Focused
Further, an Employee Value Proposition was developed,
to help attract and retain employees with goals and values
aligned to our organisational goals and values.
People and Culture - Access and Equity
Our people and our culture are two of our most important
assets. In addition to the below initiatives, our employees
have access to an Employee Assistance Program providing
counselling services for any issues that arise in their or
their family’s lives. This continues to be a key part of our
employee support program.
Employment Hero
Our Human Resources Information System ‘Employment
Hero’ provides equitable access to all employees to
corporate information ensuring employee engagement
and participation, through the ability to access the system
and important information via any electronic device,
together with conducting employee engagement surveys
and employee annual reviews within the system.
This system also enables us to monitor, measure and report
on our workforce, including diversity.
E-Learning go1
The implementation of an E-learning platform ‘go1’
provides all employees access to compliance and role
specific training, as well as professional and personal
development, to support the growth of our people.
Reward and Recognition Program
Our employee reward and recognition program has been
designed to recognise employees for their achievements
in contributing to our Recipe for Success and enhance
the employee experience. Recognising employees for
their contributions at work, makes them feel appreciated
and valued. This reinforces positive behaviour while
boosting morale, increasing productivity, loyalty, wellbeing,
strengthening working relationships and reducing
employee turnover and absenteeism.
As part of our contributions to the community, aligned
to our values, we encourage and support our people
to contribute to the welfare of others, by the generous
donation of money and time. Our Reward and Recognition
program includes a workplace giving element through
offering volunteering days to our employees.
Diversity and Inclusion
We are dedicated to proactively managing diversity to
enhance the Company’s performance by leveraging the
diverse skills and talents of our directors, officers, and
employees. We cultivate a culture that embraces diversity at
all levels, promoting inclusivity regardless of age, gender,
disability, ethnicity, marital or family status, religious or
cultural background, sexual orientation, or gender identity.
We highly value these unique differences among our team
members and recognise their valuable contributions to
the Company. Discrimination, harassment, vilification, and
victimisation are not tolerated in our working environment.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 17
17
Diversity Data
Governance Training
MBH records diversity data through its HR systems and can
share the following diversity breakdown of its employees.
The age distribution of employees in FY23 is as follows:
- under 20 years: 3%
- 20-30 years: 20%
- 31-40 years: 23%
- 41-50 years: 22%
- 50+ years: 31%
The gender distribution of employees in FY23 is as follows:
- Female: 58%
- Male: 40%
- Unspecified: 2%
Governance policies and procedures are in place at
Maggie Beer Holdings to provide clear directions
and intended practices that are consistent with the
organisation’s values and culture. They are based on
integrity and fairness and outline clear ethical guidelines
and terms of required roles, treatment and conduct of
Board members and employees. We have conducted
training to support these policies, including:
n Equal Employment Opportunity
n Anti-Discrimination Sexual Harassment and Bullying
n Modern Slavery
n Workplace Health and Safety
First Nations Engagement
Sustainability
A key area of focus on stakeholder engagement for MBH
over the last year has been the development of our First
Nations Engagement Strategy . In March and April 2023,
two workshops were held to gain input from MBH senior
leaders, managers and staff to develop our inaugural First
Nations Engagement Strategy. The workshops included
an orientation session to gain insight into the context of
Aboriginal and Torres Strait Islander lives and community
priorities with a particular focus on reconciliation. The
second ‘planning’ workshop identified priority areas and
actions for MBH’s activities.
Of our five values, ‘Inclusive’ and ‘community focused’
centre us to create a workplace where everyone is
welcomed and to deliver actions in the community to make
lives better. When we consider our other values of being
Passionate, Nimble and Ambitious, it is a natural extension
of who we are to take positive and purposeful steps to
engage authentically with First Nations Australia.
MBH has developed a strategy and action plan for
authentically engaging with First Nations peoples. Our
priorities will be employee cultural awareness, building
partnerships with First Nations communities, creating new
food and beverages experiences of traditional ingredients
and their origins, and reconciliation activities.
At Maggie Beer Holdings, our commitment to ethical and
sustainable practices is evident in our continuous efforts
to lead the way in responsible food, beverage, and gifting
production. As stakeholders increasingly seek information
about environmental, social, and governance (ESG) factors,
we recognise the paramount importance of greenhouse
gas emissions as a key indicator, especially in light of the
threat of climate change.
MBH is dedicated to responsible energy consumption
practices. To maintain operational energy efficiencies,
Maggie Beer Products conducts regular maintenance of
all site equipment in line with factory standards. When
acquiring new equipment, we carefully review their
efficiency in terms of gas, water, and electricity usage. Our
vigilant approach includes tracking monthly consumption
in relation to manufacturing hours, allowing us to promptly
identify and address any inefficiencies. This proactive
monitoring helps us assess operational changes that
may impact energy consumption and drive continuous
improvement in our energy management efforts. We
also engage with transportation suppliers that have clear
policies and processes in place to track and monitor
climate relevant emissions.
Our Paris Creek Farms’ range of 100% organic dairy
products sources milk entirely from carbon-neutral dairy
farms, which continues to position us at the forefront of
sustainable primary production.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
18
18
Environmental,
Sustainability
and Governance,
cont.
Maggie Beer Products furthered its venture into the
continuous improvement of sustainable practices by
making updates to some of our largest ranges. During
FY23, our team completed an intensive project to
update our core Fruit Paste and Pate ranges, upgrading
the overwraps of these products to use 100% recycled
materials. This update, launching into supermarkets in H1
FY24, is a large step in the group’s goal to reduce our use
of virgin packaging.
In addition to updating the overwraps of our popular Fruit
Paste and Pate ranges, we also made exciting innovations
to our Pate pot. In H1 FY24, as a result of a team-wide effort
and new in-house manufacturing capabilities, our Pates
will transition to use a new white ramekin-style pot. This
pot is 100% recyclable, and is designed to be reusable;
the perfect, stylish pot to present nuts, fruit or chocolate, or
even to bake individually portioned desserts.
Our commitment extends to The Hamper Emporium,
where we prioritise recyclable materials for hamper
packaging, providing clear instructions to consumers on
proper recycling practices. We also meticulously design
our hampers to minimise the need for fillers and padding,
effectively reducing waste.
As part of our comprehensive approach to waste
minimisation, we have a strict policy on reducing food
waste by donating any unwanted or short shelf-life
products to Food Bank, OzHarvest, and Second Bite, which
also supports those in need within the community.
Greenhouse Gas Emissions Inventory:
MBH commissioned a GHG emissions inventory for its three
brands which will form its overall group-wide emissions
profile: Maggie Beer Products (MBP), Paris Creek Farms
(PCF), and Hampers & Gifts Australia (HGA). The emissions
inventories have been calculated in accordance with
the GHG Protocol Corporate Accounting and Reporting
Standard.
By calculating the MBH group emissions, the Company
is able to understand its emissions profile and then
appropriately set emissions reduction targets or emissions
offsetting activities accordingly. We are currently in the
process of analysing our GHG emissions profile and
assessing our risks and opportunities associated with
climate change.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
1919
Risk
Statement
KEY RISKS AND MITIG ANTS
Maggie Beer Holdings Limited (the Company) continues
to apply a proactive approach to risk through the
administration of its enterprise risk framework. The
Company’s Executive team has allocated ownership for risk
through the business and risks are regularly reviewed and
assessed to ensure accurate and timely reporting of key risk
issues to the Board through its Audit and Risk Committee.
The risk profile for the Company’s business is constantly
evolving and the application of the risk framework ensures
risks are identified and mitigation plans are developed in
a timely manner. The development and implementation
of risk mitigation plans ensures the business is delivering
continual improvement in the business, with resources
deployed based on risk priority.
At the same time the established mechanisms to maintain
operational risks such as food safety and workplace health
and safety continue to be a priority for management and
are validated through externally certified management
systems to industry relevant standards.
Through the administration of the risk framework, the
Company has identified and is mitigating the following
priority risks:
n Cyber – as for most modern boards, the readiness of
the business for cyber threats continues to be an area
of focus, with the business applying established cyber
risk management frameworks for the assessment of the
business’s preparedness. This includes the protection of
commercially sensitive and/or personal data.
n IT Architecture and Resilience - the business is reliant
on third party service providers to manage the IT
infrastructure. An independent third-party specialist has
been engaged to review the current IT infrastructure and
architecture and how this should evolve in the future.
n Food Safety – a continual improvement approach to food
safety with a particular focus on the hamper business to
strengthen the control framework.
n Production Resilience – a review of the potential for
interruption of the production process has led to
improvements in the protection of business-critical assets
as well as a review of the resilience in the supply chain
and manufacturing process.
n Psychosocial Safety – acknowledging the emergence of
psychosocial safety as a real and present hazard in the
modern workforce and the business is applying the Code
of Practice for Psychosocial Hazards in the workplace to
proactively respond.
n Workplace Health and Safety - we are committed to the
health and safety of our people, and we have systems
and processes to identify, report, investigate, control and
monitor health and safety risks across the business.
n Economic Downturn – operating in the premium retail
categories, the business faces pressure on price and
volume as the broader economy retracts; this is being
actively managed through SKU level reviews of costs
and profitability, product diversification and review of
distribution channels.
n Project Management – considering the strategic
investment in new equipment, the business recognises
the need to have the appropriate project management
capabilities to mitigate the risks associated with project
execution.
Throughout FY23 the Company has reviewed the
resourcing being applied to risk and the allocation of risk
accountability. This has improved the reporting process
through to the Company’s Audit and Risk Committee and
the Board. Throughout FY24, the Company will continue
to maintain the risk framework, regularly assessing existing
and emerging risks to ensure resources for risk mitigation
are applied to the highest priority risks.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
20
20
Directors’
Report
The directors present their report, together with the financial
statements, on the consolidated entity (referred to hereafter
as the ‘consolidated entity’ or ‘group’) consisting of Maggie
Beer Holdings Ltd (referred to hereafter as the ‘company’ or
‘parent entity’) and the entities it controlled at the end of, or
during, the year ended 30 June 2023.
Directors
The following persons were directors of Maggie Beer
Holdings Ltd during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Reg Weine (Non-executive Chairman)
Maggie Beer AO (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
Susan Thomas (Non-executive Director)
(Appointed on 1 July 2022)
Chantale Millard (Executive Director/Chief Executive Officer)
(Appointed director on 2 August 2021 and ceased as a
director on 31 December 2022)
Principal activities
During the financial year, the principal continuing activities
of the consolidated entity was the sale of branded premium
food and beverage & gifting products in Australia and
overseas markets.
Non-IFRS measures
The directors’ report includes references to Non-IFRS financial
measures such as Trading EBITDA. Trading EBITDA has been
used by the group for a number of years to present financial
information that is helpful to readers of this financial report
and the directors believe that it best reflects the underlying
operating performance of the group. Trading EBITDA is used
as a measure of financial performance by excluding non-
recurring transactions and long-term non-cash share-based
incentive payments and does not include discontinued
operations. Trading EBITDA is also utilised by senior
management to manage and measure the performance of
the business and for discussions with and disclosures to the
market. Non-IFRS measures are not subject to audit or review.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
21
21
Consolidated
2023
$’000
766
130
2,356
2,507
(1,378)
4,381
-
473
235
(370)
12,500
(14,000)
(1,162)
2022
$’000
2,387
166
2,509
2,458
(1,897)
5,623
821
161
-
289
3,640
-
4,911
Statutory profit/(loss) after income tax from continuing operations
Finance costs
Depreciation expense
Amortisation expense
Tax
Statutory EBITDA
Non-Trading Items from continuing operations:
Non-recurring items:
Jobkeeper repaid
Professional fees
Retention bonus
Non-cash items:
LTI - non-cash options and performance rights issued
Impairment expense
Gain on reversal of deferred consideration
Total Non-Trading Items from continuing operations
Trading EBITDA from continuing operations
3,219
10,534
Revenue from continuing operations
Revenue from discontinued operations
Combined revenue
Dividends
Consolidated
2023
$’000
88,706
1,195
89,901
2022
$’000
89,989
8,136
98,125
There was a fully franked dividend of 0.5c declared during the current financial period, paid in March 2023.
Dividends paid during the financial year were as follows:
Dividend for the year ended 30 June 2023 of 0.5 cents paid
on 31 March 2023 (FY22: nil) per ordinary share
Consolidated
2023
$’000
1,758
2022
$’000
-
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 2222
Directors’ Report, cont.
Review of operations
The profit for the consolidated entity after providing for
income tax amounted to $0.4 million (30 June 2022: loss of
$12.5 million). Continuing operations NPAT of $0.8 million
(30 June 2022: $2.4 million) with the change mainly due to
higher marketing and transportation costs; the write back of
earnout provision, offset by an impairment of the carrying
value of goodwill.
Financial Position
The consolidated entity is supported by a strong balance
sheet with net assets at 30 June 2023 of $85.7 million (30
June 2022: $90.9 million), including a cash balance of
$9.2 million (30 June 2022: $10.8 million). The net assets
decreased by $5.2 million to $85.7 million (30 June 2022:
$90.9 million). This decrease was due to the return of capital
of $3.5 million paid in November 2022, dividends paid of
$1.8 million in March 2023, a $2 million increase in operating
cashflows net of working capital movements, the reversal
of contingent consideration ($14.0 million), partly offset
by the impairment of the carrying value of goodwill ($12.5
million), and the balance of $3.3 million being depreciation,
amortisation and income tax benefit. Net tangible assets
increased by $9.9 million to $38.2 million (30 June 2022:
$28.3 million).
Significant changes in the state of affairs
On 1 July 2022, Susan Thomas was appointed a non-
executive Director of the Board.
On 31 August 2022, the group sold St David Dairy Pty Ltd.
On 17 October 2022, the Company announced the
intended resignation of Ms Chantale Millard, as Chief
Executive Officer and Managing Director, effective on 31
December 2022.
On 28 December 2022, the Company announced the
appointment of Ms Kinda Grange as Chief Executive Officer,
effective on 1 March 2023.
On 14 June 2023, the Company announced that its
subsidiary, Paris Creek Farms Pty Ltd (PCF), which had been
classified as a discontinued operation and an asset held
for sale since 30 June 2022, had been reclassified as a
continuing asset and no longer held for sale. The decision to
reclassify PCF came as a result of a detailed strategic review
undertaken by the Board and management that included
the viability of upgrading the PCF facility to expand its dairy
product making capabilities, and specifically its potential
value as an internal asset for the manufacture and supply of
Maggie Beer Products including the strategically important
cheese products. The Board determined that with modest
capital expenditure, the PCF facility would be able to be
upgraded and utilised as a financially and operationally
sustainable dairy manufacturing asset.
There were no other significant changes in the state of affairs
of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
On 19 July 2023, the Company announced the appointment
of Craig Louttit as Chief Financial Officer as from 1
September 2023.
No other matter or circumstance has arisen since 30 June
2023 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.
Likely developments and expected results of operations
The future developments of the consolidated entity
includes leveraging the strength of each brand, growing
the distribution points for each business, launching new
products, creating further synergies across the group and
driving brand awareness through targeted marketing
campaigns.
Information on these developments is included in the review
of operations and activities.
Environmental regulation
The company takes a proactive approach in relation to the
management of environmental matters. Paris Creek Farms
is licenced under the Environment Protection Act 1993
to undertake milk processing works. In accordance with
customary wastewater management practices for a dairy
facility, wastewater generated by the plant is tanked offsite
and fully utilised by a business local to Paris Creek Farms,
which includes the wastewater in its organic compost matter.
The EPA has approved Paris Creek Farms’ action plans in
regard to wastewater generated at the site.
All other significant environmental risks have been reviewed
and the group has no other legal obligation to take
corrective action in respect of any environmental matter.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
2323
INFORMATION ON DI RE C TO R S
REG WEINE
Non-executive Chairman
MAGGIE BEER AO
Non-executive Director
TOM KIING
Non-executive Director
Experience and expertise:
Experience and expertise:
Experience and expertise:
Reg Weine is an executive with over
25 years’ experience in fast moving
consumer goods and agri-food
and more than 15 years working in
international markets and trade. An
experienced CEO, Reg was previously
Managing Director of SPC Ardmona
(Coca-Cola Amatil), CEO of Australia’s
largest and oldest privately-owned
dairy business – Bulla Dairy Foods, and
Director of Sales and International at
Blackmores Limited. Currently, Reg is
the Chair of Otway Pork Pty Ltd and
Chair of Apple & Pear Australia Limited
and a non-executive director of Bubs
Australia Limited. Reg sits on the Board
of the Starlight Children’s Foundation
and is Chair of its Nomination and
Remuneration Committee.
Reg has a Bachelor of Business from
Monash University, is a graduate of
the Australian Institute of Company
Directors (GAICD) and is a Certified
Practicing Marketer and Fellow of the
Australian Marketing Institute. In 2019
Reg completed the AGSM at UNSW
Business School Governance for Social
Impact certificate and completed the
Wharton Executive Education – Venture
Capital program.
Other current directorships:
Bubs Australia Limited (ASX:BUB)
Former directorships (last 3 years):
None
Special responsibilities:
Chairman of the Remuneration
and Nomination Committee and
a member of the Audit & Risk
Committee
Interests in shares:
900,000 fully paid ordinary shares
Interests in options:
4,000,000 options over
ordinary shares
Maggie Beer’s career in the food
industry spans over 40 years, beginning
as a farmer at the Pheasant Farm in 1979,
whereby the fresh, seasonal ingredients
produced led to a farm shop in the
Barossa, and soon after a nationally
acclaimed restaurant, followed by a
commercial food production business,
Maggie Beer Products.
Maggie was Telstra South Australia
Business Woman of the Year in 1997,
Senior Australian of the Year 2010
and once again in 2011, appointed as
a Member of the Order of Australia
in 2012 and awarded an honorary
doctorate of Macquarie University in
2013, and honorary doctorate of the
University of South Australia in 2016
in recognition of her achievements in
tourism, hospitality and the promotion
of Australian cuisine. In addition to this,
Maggie established the Maggie Beer
Foundation in 2014 to improve the
food experiences for older Australians,
particularly those living within aged care
homes.
Maggie Beer joined the board of
the consolidated entity as part of the
acquisition of Maggie Beer Products
Pty Ltd by the group. Maggie continues
to play a pivotal role in the growth and
strategy of the Maggie Beer Products
business as well remaining deeply
involved in the development of new
and exciting products.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
None
Interests in shares:
10,007,987 fully paid ordinary shares
Interests in options:
None
Board member since July 2008,
Tom is also a director of Bridge
Capital Pty Ltd, an Australian
technology investment firm
that manages a portfolio of
investments in the IT sector.
Tom also sits on the Board of
The Atomic Group, a retail and
footwear company in Australia
which holds the Adidas license
in Australia. Tom has extensive
experience as a technology,
retail and consumer brand
executive in building and growing
businesses in the field. Tom
travels extensively through the
ASEAN region to promote a wide
range of Australian investment
opportunities to Asian institutions
and private investors.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Member of the Audit & Risk
Committee and a member of the
Remuneration and Nomination
Committee
Interests in shares:
10,490,968 fully paid ordinary
shares
Interests in options:
None
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
2424
Directors’ Report, cont.
HUGH ROBERTSON
Non-executive Director
Experience and expertise:
Hugh has over 30 years’ experience
in financial services as an investor,
advisor and company director
across a broad range of businesses.
Hugh’s deep experience and
knowledge in capital markets with
a particular concentration on small
cap industrials is highly valued. Hugh
is a stockbroker and investment
adviser working with a variety of firms
including Bell Potter, Investor First
and Wilson HTM.
Other current directorships:
Envirosuite Limited (ASX:EVS)
Credit Clear Limited (ASX:CCR)
Former directorships (last 3 years):
Touch Ventures Limited (ASX:TVL)
Special responsibilities:
Member of the Remuneration and
Nomination Committee
Interests in shares:
4,705,248 fully paid up ordinary
shares
Interests in options:
None
SUSAN THOMAS
Non-executive Director
(Appointed Director on 01 July 2022)
CHANTALE MILLARD
(Ceased to be a Director on
31 December 2022)
Interests in shares:
106,853
Interests in options:
3,000,000
‘Other current directorships’
quoted above are current
directorships for listed entities
only and excludes directorships
of all other types of entities,
unless otherwise stated.
‘Former directorships (last
3 years)’ quoted above are
directorships held in the last 3
years for listed entities only and
excludes directorships of all
other types of entities, unless
otherwise stated.
Experience and expertise:
Sue has had a distinguished career in law,
corporate finance, IT and financial services.
She is an experienced company director
and held audit and risk committee chair
positions on other boards.
During the 1990s, Sue established and
grew FlexiPlan Australia (subsequently
MasterKey Custom), a successful
investment administration platform sold
later to MLC. Sourcing strategic partners,
growing administered funds, Sue’s
achievements saw her acknowledged as
an industry leader by the financial planning
community and was at the forefront of the
FinTech market.
Sue brings strong commercial, technology,
compliance and regulatory skills and
background to her board positions.
Sue is also a Senior Executive Coach at
Foresight Global Coaching, working with
multinational c-suite executives.
Other current directorships:
Nuix Limited (ASX: NXL)
Cash Converters Limited (ASX: CCV)
Fitzroy River Holdings Limited
(ASX: FZR)
Former directorships (last 3 years):
Temple and Webster Limited
(ASX: TPW)
Royalco Resources Limited (formerly ASX:
RCO). Royalco Resources Limited became
a wholly owned subsidiary of Fitzroy River
Resources Limited in February 2020. Sue
is still a director of Royalco but it is now a
private company.
Special responsibilities:
Chair of the Audit & Risk Committee
Interests in shares:
6,605,000
Interests in options:
None
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
2525
COMPANY SECRETARY
Sophie Karzis
Sophie is a practising lawyer with over 15 years’ experience as a corporate and commercial lawyer, and Company Secretary
and General Counsel for a number of private and public companies.
Sophie is the principal of Legal Counsel, a corporate law practice with a focus on equity capital markets, mergers
and acquisitions, corporate governance for ASX-listed entities, as well as the more general aspects of corporate and
commercial law.
Meetings of directors
The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the
year ended 30 June 2023, and the number of meetings attended by each director were:
Board
Audit & Risk Committee
HELD
ELIGIBLE TO ATTEND
ATTENDED
HELD
ELIGIBLE TO ATTEND
ATTENDED
Reg Weine
Chantale Millard *
Maggie Beer AO
Tom Kiing
Hugh Robertson
Susan Thomas
13
13
13
13
13
13
13
5
13
13
13
13
13
5
13
13
13
13
7
7
7
7
7
7
7
-
-
7
-
7
*As Chantale Millard resigned on 31 December 2022, she was not eligible to attend any Board meetings after that date
7
-
-
7
-
7
Retirement, election and continuation in office of directors
Reg Weine – Non-executive Chairman
The Board of Directors (Board) has power to appoint
persons as directors to fill any vacancies. Other than those
directors appointed during the year, at least one director
is required to retire by rotation at each annual general
meeting and is eligible to stand for re-election together
with those directors appointed during the year to fill any
vacancy who must retire and stand for election. A director
may not hold office for more than three years or beyond
the third annual general meeting following the director’s
appointment (whichever is the longer period) without
submitting for re-election.
Remuneration report (audited)
The remuneration report details the key management
personnel remuneration arrangements for the consolidated
entity, in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
Key management personnel (KMP) are those persons
having authority and responsibility for planning, directing
and controlling the activities of the entity, directly or
indirectly, including all directors. KMP at the date of this
report are:
Tom Kiing – Non-executive Director
Hugh Robertson – Non-executive Director
Maggie Beer AO – Founder, Brand Ambassador
and Non-executive Director
Susan Thomas – Non-executive Director
(Appointed 1 July 2022)
Chantale Millard – Chief Executive Officer and Managing
Director (Resigned 31 December 2022 as Director and
CEO and performed transitional executive services from
1 January 2023 until 30 June 2023)
Kinda Grange – Chief Executive Officer
(Appointed 1 March 2023)
Eddie Woods – Chief Financial Officer
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
2626
Directors’ Report, cont.
The remuneration report is set out under the following
main headings:
Additionally, the reward framework seeks to enhance
executives’ interests by:
n Principles used to determine the nature
n rewarding capability and experience;
and amount of remuneration
n Details of remuneration
n Executive contracts
n Share-based compensation
n Additional information
n Additional disclosures relating to key
management personnel
Principles used to determine the nature
and amount of remuneration
The senior executive remuneration policy is designed to
strengthen the alignment between performance related
remuneration and shareholder returns, ensuring that
remuneration outcomes for senior executives are directly
linked to performance (both Group and individual) in a
manner that is aligned to shareholder’s interest.
The Remuneration and Nomination Committee is
responsible for determining and reviewing remuneration
arrangements for its directors and executives. The
performance of the consolidated entity depends on the
quality of its directors and executives. The remuneration
philosophy is to attract, motivate and retain high
performance and high-quality personnel.
In consultation with external remuneration consultants, the
Nomination and Remuneration Committee has structured
an executive remuneration framework that is market
competitive and complementary to the reward strategy of
the consolidated entity.
During the period, Crichton and Associates Pty Limited was
engaged to undertake a benchmarking review of various
aspects of the Group’s executive remuneration practices,
including fixed remuneration, short term incentives and
long term incentives. The reward framework is designed
to align executive reward to shareholders’ interests. The
Board’s objective is to structure executive remuneration
packages so as to align with shareholders’ interests by:
n having key financial growth metrics as a core component
of variable remuneration plan design;
n focusing on sustained growth in shareholder wealth,
consisting of growth in share price, and on key non-
financial drivers of value; and
n attracting and retaining high calibre executives.
n reflecting competitive reward for contribution to growth
in shareholder wealth; and
n providing a clear structure for earning rewards through
both the short term and long term incentive structures.
The reward framework was reviewed by the Board during
FY23.
In accordance with best practice corporate governance, the
structure of non-executive director and executive director
remuneration is separate.
Each non-executive director receives $65,000 annually
for being a director of the company and an additional
$10,000 annually for chairing a committee. Director fees
are inclusive of superannuation entitlements (if applicable).
All non-executive directors receive their fees in cash. The
maximum director aggregate fee pool is $600,000.
Executive remuneration
The consolidated entity aims to reward executives based
on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable
components.
The executive remuneration and reward framework has
four components:
n fixed annual remuneration (FAR) comprising base salary,
superannuation and other non-monetary benefits
n annual short-term performance incentives (STI), paid in
cash
n long term incentives (LTI) awarded in equity and
expensed as share-based payments
n other remuneration costs such as annual leave and long
service leave
In addition, from time to time, the Company may include
‘sign-on’ incentives to a KMP as part of their overall
remuneration package.
The combination of these comprises the executive’s total
remuneration.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 2727
Fixed Annual Remuneration
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of
the consolidated entity and comparable market executive remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits, with FBT grossed up on a Total Employment Cost basis) where it does not create any additional costs to the
consolidated entity and provides additional value to the executive.
Short Term Incentives
The short-term incentive (STI) program is designed to align the identified key performance targets of the Company and
business units with the targets of those executives responsible for meeting those targets. Short-term incentives are used to
differentiate rewards based on performance on a year-by-year basis. The principal performance indicator of the STI Program
is the group’s financial performance. The financial performance measurements selected are revenue growth and trading
Earnings Before Interest, Tax, Depreciation and Amortisation (trading EBITDA), together with key projects and milestones for
each specific year. They have been selected by the Board as the most appropriate measures of trading performance, and are
calculated based on a percentage above a revenue and trading EBITDA threshold level and on the achievement of projects
within specified timeframes. This allows the individual to be rewarded for growth in revenue and profitability of the company
or their responsible business unit. The percentage and threshold level can differ for each individual and are reviewed every
year. The revenue and trading EBITDA thresholds are determined based on the ability of the key management personnel to
influence the group’s earnings and to ensure alignment between executive remuneration and company performance
Executive KMP short term incentives for FY23 and the relative achievement were as follows:
FY23 STI Opportunity
FY23 STI Awarded
%
CEO
(Chantale Millard)
CEO
(Kinda Grange)
CFO
(Eddie Woods)
$124,200
$124,200
100%
$0
$0
0%
$94,546
$70,910
75%
The Board opted to pay the full 100% to the exiting CEO and 75% to the exiting CFO as part of their transitional services
from their resignation till 30 June 2023.
The STI award is determined after the end of the financial year following a review of performance over the year by the
Remuneration and Nominations Committee. The Board approves the final STI award, which is paid one month after the end
of the financial year.
Long Term Incentives
The objectives of the long-term incentive (LTI) plans are to:
n establish a method by which eligible participants can participate in the future growth and profitability of the Group;
n provide an incentive and reward to recognise eligible participants for their contributions to the Group; and
n attract and retain a high standard of managerial and experienced personnel for the benefit of the Group.
The Group currently has two long term incentive plans: the Employee Share Option Plan (ESOP) under which share options
are granted and the Performance Rights Plan (PR Plan) under which performance rights are granted to employees. The
long-term incentives are awarded in equity, subject to performance conditions. Performance Rights and options have been
awarded to selected executives with vesting subject to service and performance over a period of three years. At present the
LTI is linked directly to trading EBITDA hurdles, which are linked to increasing shareholder value.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
2828
Directors’ Report, cont.
Feature
KMP participant
Description
Kinda Grange
Performance Rights
Performance Rights to acquire ordinary shares, beginning 1 March 2023
Opportunity/Allocation
1,750,000
Performance Hurdle
Exercise price
Forfeiture and termination
Ms Grange must remain employed by the Company in the position of Chief Executive
Officer (or equivalent) from 1 March 2023 up until and including 28 February 2024.
There is no exercise price payable for the Performance Rights to convert to ordinary
fully paid shares.
Performance Rights will vest subject to the time-related vesting condition described
above being met. The Performance Rights will lapse if the time-related vesting condition
is not met.
Purpose
The Performance Rights were granted to the CEO on 1 March 2023 in order to align Ms
Grange’s personal interests with the interests of the Company.
Feature
Description
KMP participant
Chantale Millard
Options
Options to acquire ordinary shares
Opportunity/Allocation
3,000,000 options, expiring 28 October 2024.
Performance Hurdle
Tranche 1: EBITDA requirement and continuous employment until 1 July 2021
Last exercise date
28 October 2024
Exercise price
Exercisable at $0.14
Forfeiture and termination
Options will lapse if performance conditions are not met. Options will be forfeited on
cessation of employment unless the board determines otherwise, e.g., in the case of
retirement due to injury, disability, death or redundancy.
Purpose
The options were granted to the former CEO on 7 August 2020 with performance hurdles
linked to improving the financial performance of the Company and tested over a 3-year
performance period. The former CEO was not issued any options during the year ended
30 June 2023. The Board believes the three-year LTI for the former CEO was appropriate
at that time as it was aligned with the strategic objective of leading a restructure and
revitalisation of the Group’s businesses and establishing a firm foundation for growth.
Of the 9,000,000 options granted to the former CEO, 3,000,000 have vested (Tranche 1)
and 6,000,000 have lapsed (Tranches 2 and 3). Ms Millard has until 28 October 2024 to
exercise the vested options which are exercisable at $0.14.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 2929
Feature
KMP participant
Options
Description
Reg Weine
Options to acquire ordinary shares
Opportunity/Allocation
4,000,000 options with tranche 1 comprising of 1,000,000 options and the remaining
2 comprising of 1,500,000 options
Performance Hurdle
No performance hurdle required. Options have vested immediately on grant date
of 16 July 2020
Last exercise date
16 July 2024
Exercise price
Purpose
Exercisable at $0.14 (Tranche 1), $0.17 (Tranche 2) and $0.19 (Tranche 3)
The options were granted to Mr Weine on 16 July 2020 under the Company’s ESOP
as part of his remuneration arrangements in relation to his role as the Company’s new
Chairman. Shareholder approval was received for the grant of options at the General
Meeting held in 16 July 2020. The Board was of the view that in order to attract a
chairman of Mr Weine’s calibre, the cash component of the Chairman’s fee needed to
be appropriately augmented with a one-off grant of options. With a strong background
in FMCG, the Board was unanimously of the view that Mr Weine’s appointment added
considerable value to the Company in terms of strategic direction and discipline.
Consolidated entity performance and link to remuneration
A component of remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion
of cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion
of the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee. Refer to the
section ‘Additional information’ below for details of the earnings and total shareholders return for the last five years.
Voting and comments made at the company’s 2022 Annual General Meeting (‘AGM’)
At the 2022 AGM, 98.58% of the votes received supported the adoption of the remuneration report for the year ended 30 June
2022. The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Executive contracts
The remuneration and other terms of employment for executives are covered in formal employment contracts that have
no fixed terms. The group may terminate an executive’s employment contract immediately for cause, in which case the
executive is not entitled to any payment other than the value of total fixed remuneration (and accrued entitlements) up to
the termination date. Executive KMP contracts have a notice period of 2-3 months by either the employee or company.
Details of remuneration are as follows:
Name
Kinda Grange
Chantale Millard
Eddie Woods
Title
Chief Executive Officer
Chief Executive Officer &
Managing Director
Chief Financial Officer
Details
The new CEO is entitled to receive
Fixed Annual Remuneration
(FAR) of $550,000 (inclusive of
superannuation)
The CEO was entitled to receive
Fixed Annual Remuneration
(FAR) of $414,000 (inclusive of
superannuation).
The CFO is entitled to receive
Fixed Annual Remuneration
(FAR) of $310,500 (inclusive of
superannuation).
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
3030
Directors’ Report, cont.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Maggie Beer Holdings Ltd:
n Reg Weine
n Tom Kiing
n Hugh Robertson
n Maggie Beer AO
n Susan Thomas
n Chantale Millard (Resigned as Managing Director and CEO on 31 December 2022)
And the following persons:
n Kinda Grange (Chief Executive Officer) (Appointed CEO 1 March 2023)
n Eddie Woods (Chief Financial Officer)
Table A: KMP Remuneration for the year ended 30 June 2023
Short-term benefits
Post-
employment
benefits
Termination
payments
Leave
provisions
Share-based
payments
Cash salary
and fees
$
Bonus
$
Super-
annuation
$
Annual and
long service
leave
$
Annual and
long service
leave *****
$
Equity-
Settled******
$
Total
$
2023
Non-Executive Directors:
Reg Weine *
Tom Kiing *
Hugh Robertson *
Maggie Beer AO *
Susan Thomas *
Executive Directors:
Chantale Millard**
110,000
67,500
75,000
65,000
73,500
-
-
-
-
-
-
-
-
-
-
317,582
124,200
25,292
Other Key Management Personnel
Kinda Grange ***
Eddie Woods ****
174,902
285,208
-
70,910
1,168,692
195,110
8,431
25,292
59,015
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
110,000
67,500
75,000
65,000
73,500
57,030
(411,252)
112,852
15,633
2,317
120,167
(17,147)
319,133
366,580
74,980
(308,232)
1,189,565
*
**
***
****
The Directors cash salary and fees is inclusive of superannuation, but is paid to their trusts.
Chantale Millard resigned 31 December 2022 as director and CEO, and provided transitional services as a consultant till 30 June 2023. Included in the
terminations payment for annual leave and long service leave is $6,850 of superannuation.
Kinda Grange was appointed CEO as of the 1st of March 2023.
Eddie Woods resigned as CFO and will be departing the Group in September 2023, forfeiting his LTI. A retention fee of $100,000, will be reflected in the FY24
financial statements.
***** Annual and long service leave represents the expense recognised during the year for the change in annual and long service leave provisions
****** Equity Settled for the CEO represents an accrual of $120,167 for options that could potentially be received under the LTIP Plan for FY23 if time related condi-
tions are met. In addition to forfeiting of share based payments expensed in previous years. The credit balances for Ms. Millard and Mr. Woods, represent prior
year accruals reversed in current year due to resignation and forfeiting their LTIs.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 3131
Total
$
110,000
75,000
75,000
65,000
Table B: KMP Remuneration for the year ended 30 June 2022
Short-term benefits
Post-
employment
benefits
Termination
payments
Leave
provisions
Share-based
payments
Cash salary
and fees
$
Bonus
$
Super-
annuation
$
Annual and
long service
leave
$
Annual and
long service
leave*
$
Equity-
Settled**
$
2022
Non-Executive Directors:
Reg Weine
Tom Kiing
Hugh Robertson
Maggie Beer AO
Executive Directors:
Chantale Millard
100,000
75,000
37,500
32,500
-
-
-
-
10,000
-
-
-
376,432
33,879
23,568
Other Key Management Personnel
Eddie Woods
276,432
897,864
40,000
73,879
23,568
57,136
-
-
-
-
-
-
-
-
-
-
-
-
-
37,500
32,500
101,037
246,751
781,667
26,132
137,117
503,249
127,169
453,868
1,609,916
*
**
Annual and long service leave represents the expense recognised during the year for the change in annual and long service leave provisions.
Equity Settled for the CEO represents an accrual of $246,751 for options that could potentially be received under the LTIP Plan for FY23 if performance hurdles
are met. Equity Settled for the CFO represents an accrual for Performance Rights that will be issued to the CFO on completion of performance hurdles.
Table C: Proportion of KMP’s fixed remuneration and remuneration linked to performance
Fixed remuneration
At risk - STI
At risk - LTI
2023
2022
2023
2022
2023
2022
Name
Non-Executive Directors:
Reg Weine
Tom Kiing
Hugh Robertson
Maggie Beer AO
Sue Thomas
Executive Directors:
Chantale Millard
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
76%
64%
24%
4%
-
-
-
-
-
-
-
-
-
-
-
32%
-
27%
Other Key Management Personnel
Kinda Grange
Eddie Woods
62%
82%
-
65%
-
18%
-
8%
38%
-
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 3232
Directors’ Report, cont.
Share-based compensation
Table D: Number of performance rights granted as remuneration to KMP during FY23
No options were granted as remuneration to KMP during the year.
Table E: Movements during the year in the options and rights over shares in the company held directly, indirectly or
beneficially, by each KMP, including their related parties
Balance at
the start of
the year
Granted as
part of
remuneration
Additions
Forfeited/
Other
Exercised
Total
Number
vested
Options
Reg Weine *
Chantale Millard *
Rights
Kinda Grange **
Eddie Woods
4,000,000
6,000,000
-
528,572
10,528,572
-
-
-
-
-
-
-
-
(3,000,000)
1,750,000
-
-
-
-
4,000,000
4,000,000
3,000,000
3,000,000
-
(228,572)
(300,000)
-
1,750,000
-
-
1,750,000
(3,228,572)
(300,000)
8,750,000
7,000,000
* Options for Mr. Weine expire on 16 July 2024 and rights for Ms. Millard expire 28 October 2024.
**
Kinda Grange’s 1,750,000 performance rights, are attached with a service period condition, which require Ms. Grange to remain employed by the Company in the
position of Chief Executive Officer from the date of the grant of the performance rights, 1 March 2023, up until and including 28 February 2024.
Table F: Terms and conditions of rights over ordinary shares affecting remuneration of directors and KMP
No rights over ordinary shares remains
Additional information
The earnings of the consolidated entity for the five years to 30 June 2023 are summarised below:
2023
$’000
2022*
$’000
2021*
$’000
2020
$’000
2019
$’000
Total revenue
88,824
90,012
53,804
45,555
25,753
Profit/(loss) before tax from continuing operations
Profit/(loss) after income tax from continuing operations
(612)
766
490
2,387
(2,429)
(14,754)
(24,160)
1,861
(14,754)
(21,656)
* 2022 and 2021 have been represented due to Paris Creek Farms being converted to continuing operations.
Share price at financial year beginning ($)
Share price at financial year end ($)
Basic earnings per share (cents per share) from continuing
operations
Diluted earnings per share (cents per share) from continuing
operations
Dividends ($)
Return of capital ($)
2023
0.350
0.120
0.218
2022
0.390
0.350
0.680
2021
0.140
0.390
2020
0.210
0.140
2019
0.718
0.210
0.805
(7.120)
(16.726)
0.212
0.658
0.805
(7.120)
(16.726)
2023
$’000
1,758
3,516
2022
$’000
2021
$’000
2020
$’000
2019
$’000
-
-
-
-
-
-
-
-
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 3333
Additional disclosures relating to key management personnel
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:
Ordinary shares
Reg Weine *
Hugh Robertson *
Tom Kiing
Maggie Beer AM*
Susan Thomas
Kinda Grange
Chantale Millard
Eddie Woods
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
850,000
4,200,000
9,490,968
8,872,612
605,000
-
106,853
20,000
24,145,433
-
-
-
-
-
-
-
-
-
550,000
(500,000)
900,000
265,625
1,000,000
1,135,375
6,000,000
500,000
-
300,000
-
-
-
-
-
-
-
4,465,625
10,490,968
10,007,987
6,605,000
500,000
106,853
320,000
9,751,000
(500,000)
33,396,433
* Prior year restatement disclosure of the FY22 ending balance.
Loans to key management personnel and their related parties
There were no loans given to KMPs during the year.
Other transactions with key management personnel and their related parties
Maggie Beer has continued as a brand ambassador, continuing her association with the Maggie Beer brand, its product
development program and customer relationships. Under the ambassador agreement between Maggie Beer and the
Company, Maggie Beer provides services in connection with the positive image of the brand and sale, promotion , marketing
and advertising of the Group’s products including the Cooking with Maggie and other product videos, assisting in the
development, creation and implementation of new products, and media engagements such as MasterChef. Maggie Beer
receives fees of $13,092 per month for her services. Maggie Beer received $157,104 for services provided during the year.
Reg Weine took over the leadership of SDD in preparation for sale. Reg was paid consultancy fees during the year of $73,391.
This concludes the remuneration report, which has been audited.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
3434
Directors’ Report, cont.
Shares under option
Unissued ordinary shares of Maggie Beer Holdings Ltd under option at the date of this report are as follows:
Grant date
16 July 2020
16 July 2020
16 July 2020
Expiry date
16 July 2024
16 July 2024
16 July 2024
28 October 2020
28 October 2024
Exercise price
Number under option
$0.140
$0.170
$0.190
$0.140
1,000,000
1,500,000
1,500,000
3,000,000
7,000,000
Shares under performance rights
Unissued ordinary shares of Maggie Beer Holdings Ltd under performance rights at the date of this report are as follows:
Grant date
01/03/2023
Expiry date
28/02/2024
Number under rights
1,750,000
Shares issued on the exercise of options or performance rights
There were no ordinary shares of Maggie Beer Holdings Ltd issued on the exercise of options during the year ended 30 June
2023 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or
executive, for which they may be held personally liable, except where there is a lack of good faith.
The company has indemnified each director referred to in this report, the company secretary and previous directors and
secretaries (officers) against all liabilities or loss (other than to the company or a related body corporate) that may arise from
their position as officers of the company and its controlled entities, except where the liability arises out of conduct involving a
lack of good faith or indemnification is otherwise not permitted under the Corporations Act. The indemnity stipulates that the
company will meet the full amount of any such liabilities, including costs and expenses, and covers a period of seven years after
ceasing to be an officer of the company.
The company has also indemnified the current and previous directors of its controlled entities and certain members of the
company’s senior management for all liabilities and loss (other than to the company or a related body corporate) that may arise
from their position, except where the liability arises out of conduct involving a lack of good faith or indemnification is otherwise
not permitted under the Corporations Act.
The company has executed deeds of indemnity in favour of each non-executive director of the company and certain non-
executive directors of related bodies corporate of the company as well as with the company secretary.
The company has paid insurance premiums in respect of directors’ and officers’ liability insurance contracts, for officers of
the company and of its controlled entities. The insurance cover is on standard industry terms and provides cover for loss and
liability for wrongful acts in relation to the relevant person’s role as an officer, except that cover is not provided for loss in
relation to officers gaining any profit or advantage to which they were not legally entitled, or officers committing any criminal,
dishonest, fraudulent or malicious act or omission, or any knowing or wilful violation of any statute or regulation. Cover is also
only provided for fines and penalties in limited circumstances and up to a small financial limit.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
3535
The insurance does not provide cover for the independent auditors of the company or of a related body corporate of the
company.
In accordance with usual commercial practice, the insurance contract prohibits disclosure of details of the nature of the
liabilities covered by the insurance, the limit of indemnity and the amount of the premium paid under the contract.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or
any related entity.
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
There were no non-audit services provided during the financial year by the auditor.
Officers of the company who are former partners of PricewaterhouseCoopers
There are no officers of the company who are former partners of PricewaterhouseCoopers.
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 thousand dollars, or in certain cases, the nearest dollar.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors’ report.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
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
Reg Weine
Non-Executive Chairman
28 August 2023
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
36
Auditor’s Independence Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of Maggie Beer Holdings Ltd for the year ended 30 June 2023, I declare
that to the best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Maggie Beer Holdings Ltd and the entities it controlled during the
period.
Brad Peake
Partner
PricewaterhouseCoopers
Adelaide
28 August 2023
PricewaterhouseCoopers, ABN 52 780 433 757
Level 11, 70 Franklin Street, ADELAIDE SA 5000, GPO Box 418, ADELAIDE SA 5001
T: +61 8 8218 7000, F: +61 8 8218 7999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
37
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 38
38
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 39
39
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 40
Financial
Statements
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 3
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
41
Continuing Operations
Revenue
Revenue
Other income
Expenses
Raw materials and consumables used
Overheads
Occupancy and utilities costs
Employee benefits expense
Transportation expense
Professional fees
Marketing and advertising expense
Other expenses
Depreciation expense
Amortisation expense
Finance costs
Impairment expense
Other gains
Profit/(loss) before income tax benefit from continuing operations
Income tax benefit
Profit after income tax benefit from continuing operations
Loss after income tax benefit from discontinued operations
Profit/(loss) after income tax benefit for the year attributable
to the owners of Maggie Beer Holdings Ltd
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Net change in the fair value of cash flow hedges taken to equity, net of tax
Net gain on hedge of net investment, net of tax
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable
to the owners of Maggie Beer Holdings Ltd
Total comprehensive income for the year is attributable to:
Continuing operations
Discontinued operations
Note
5
15
20
7
8
Consolidated
2023
$’000
88,706
118
88,824
(44,098)
(1,436)
(1,198)
(16,408)
(8,691)
(1,366)
(9,002)
(3,744)
(2,356)
(2,507)
(130)
(12,500)
14,000
2022
$’000
89,989
23
90,012
(43,427)
(1,226)
(1,281)
(16,349)
(7,899)
(846)
(6,679)
(3,042)
(2,509)
(2,458)
(166)
(3,640)
-
(612)
490
1,378
1,897
766
2,387
(328)
(14,865)
438
(12,478)
-
24
24
153
-
153
462
(12,325)
790
(328)
462
2,540
(14,865)
(12,325)
Prior year comparatives have been represented due to Paris Creek Farms being converted to continuing operations, refer to note 8 for details.
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 42
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME, CONT.
FOR THE YEAR ENDED 30 JUNE 2023
Earnings per share for profit from continuing operations
attributable to the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Earnings per share for loss from discontinued operations
attributable to the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Earnings per share for profit/(loss) attributable to
the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Consolidated
2023
Cents
2022
Cents
0.218
0.212
(0.093)
(0.093)
0.125
0.121
0.680
0.658
(4.232)
(4.232)
(3.552)
(3.552)
32
32
32
32
32
32
Prior year comparatives have been represented due to Paris Creek Farms being converted to continuing operations, refer to note 8
for details.
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Other
Assets classified as held for sale
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Lease liabilities
Employee benefits
Liabilities directly associated with assets classified as held for sale
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Contingent consideration
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
43
Consolidated
Note
2023
$’000
2022
$’000
9
10
11
12
8
13
14
15
7
16
17
14
18
8
14
19
20
21
22
9,216
7,534
14,028
-
1,170
31,948
-
31,948
13,198
7,448
47,580
3,625
71,851
10,801
7,567
16,733
153
2,664
37,918
1,899
39,817
12,391
4,030
62,377
2,064
80,862
103,799
120,679
8,804
419
2,109
1,156
12,488
-
12,488
5,400
170
-
5,570
8,647
470
1,431
1,287
11,835
1,342
13,177
2,399
180
14,000
16,579
18,058
29,756
85,741
90,923
166,285
2,946
(83,490)
169,561
3,556
(82,194)
85,741
90,923
Prior year comparatives have been represented due to Paris Creek Farms being converted to continuing operations, refer to note 8 for details.
The above statement of financial position should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
44
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Contributed
Equity
Option
Reserves
Cashflow
Hedge
Reserve
Accumulated
Losses
Total
equity
$’000
$’000
$’000
$’000
$’000
Consolidated
Balance at 1 July 2021
169,386
3,267
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 21)
Share-based payments (note 33)
-
-
-
75
100
-
-
-
-
289
-
-
(69,869)
102,784
(12,478)
(12,478)
153
-
153
153
(12,478)
(12,325)
-
-
-
75
389
Balance at 30 June 2022
169,561
3,556
153
(82,347)
90,923
Contributed
Equity
Option
Reserves
Cashflow
Hedge
Reserve
Accumulated
Losses
Total
equity
$’000
$’000
$’000
$’000
$’000
Consolidated
Balance at 1 July 2022
169,561
3,556
153
(82,347)
90,923
Profit after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share-based payments exercised (note 33) & (note 22)
Share-based payments (note 33) & (note 22)
Share-based payments forfeited (note 33) & (note 22)
Return of capital (note 21)
Dividends paid (note 23)
-
-
-
240
-
-
(3,516)
-
-
-
-
(240)
133
(503)
-
-
Balance at 30 June 2023
166,285
2,946
-
(153)
(153)
-
-
-
-
-
-
438
177
615
-
-
-
-
(1,758)
438
24
462
-
133
(503)
(3,516)
(1,758)
(83,490)
85,741
The above statement of changes in equity should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Net cash from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Net proceeds from disposal of business
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Principal elements of lease
Interest and other finance costs paid
Interest received
Dividends paid
Return of capital
45
Consolidated
Note
2023
$’000
2022
$’000
92,224
(85,700)
102,938
(102,265)
6,524
673
(1,243)
(210)
427
-
(1,200)
(180)
-
62
(1,026)
(1,318)
-
(1,783)
(136)
116
(1,758)
(3,522)
75
(1,947)
(244)
20
-
-
31
13
15
21
23
Net cash used in financing activities
(7,083)
(2,096)
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
(1,585)
10,801
(2,741)
13,542
Cash and cash equivalents at the end of the financial year
9,216
10,801
The above cashflow statement includes continuing and discontinued operations. Refer to note 8 for details on cashflow relating to discontinued operations.
The above statement of cash flows should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
46
Notes to the Financial Statements
30 June 2023
NOTE 1. GENERAL INFORMATION
Basis of preparation
The financial report is a general purpose financial report
that has been prepared in accordance with Accounting
Standards and Interpretations, the Corporations Act 2001
and complies with other requirements of the law.
The financial report covers the company and controlled
entities. The company is a public company, incorporated and
domiciled in Australia.
For the purpose of preparing the consolidated financial
statements, the company is a for-profit entity.
The financial report includes the consolidated financial
statements of the group and is referred to as the group or
consolidated entity.
The financial statements were authorised for issue, in
accordance with a resolution of directors, on 28 August
2023. The directors have the power to amend and reissue
the financial statements.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation
of the financial statements are set out either in the respective
notes or 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 amendments did not have any impact on the amounts
recognised in prior periods and are not expected to
significantly affect the current or future periods.
Any new or amended Accounting Standards or
Interpretations that are not yet mandatory have not been
early adopted.
Going concern
The financial statements have been prepared on the going
concern basis, which assumes the continuity of normal
business activities, and the realisation of assets and the
settlement of liabilities in the ordinary course of business.
The company expects its normal cash flows over the next 12
months from the date of signing to be sufficient to continue
as a going concern.
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’).
The presentation and functional currency of the group is
Australian dollars.
Historical cost convention
The financial statements have been prepared under the
historical cost convention.
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.
Parent entity information
In accordance with the Corporations Act 2001, these
financial statements present the results of the consolidated
entity only. Supplementary information about the parent
entity is disclosed in note 28.
Principles of consolidation
The consolidated financial statements incorporate the assets
and liabilities of all subsidiaries of Maggie Beer Holdings
Ltd (‘company’ or ‘parent entity’) as at 30 June 2023 and the
results of all subsidiaries for the year then ended. Maggie
Beer Holdings Ltd and its subsidiaries together are referred
to in these financial statements as the ‘consolidated entity’ or
‘group’.
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.
A controlled entity is any entity the company has the power
over and is exposed or has rights to variable returns from its
involvement in the entity, and has the ability to use its power
to affect its returns.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 47
A list of controlled entities is contained in note 29 to the
financial statements.
All inter-company balances and transactions between
entities in the consolidated entity, including any recognised
profits or losses, have been eliminated on consolidation.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with those policies
applied by the parent entity.
Where controlled entities have entered or left the
consolidated entity during the year, their operating results
have been included/excluded from the date control was
obtained or until the date control ceased.
Where an entity previously classified as held for sale is no
longer classified as such, the results of operations for this
component previously presented in discontinued operations
is reclassified and included as continuing operations for all
periods presented, including prior periods.
The investments in controlled entities are measured at
cost in the parent entity’s financial statements less any
impairments.
Under the equity method of accounting, the investments
are initially recognised at cost and adjusted thereafter to
recognise the group’s share of the post-acquisition profits
or losses of the investee in profit or loss, and the group’s
share of movements in other comprehensive income of
the investee in other comprehensive income. Dividends
received or receivable from associates and joint ventures
are recognised as a reduction in the carrying amount of the
investment.
Where the group’s share of losses in an equity-accounted
investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables,
the group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the group and its
associates and joint ventures are eliminated to the extent of
the group’s interest in these entities. Unrealised losses are
also eliminated unless the transaction provides evidence of
an impairment of the asset transferred.
Accounting policies of equity-accounted investees have
been changed where necessary to ensure consistency with
the policies adopted by the group.
The group treats transactions with non-controlling interests
that do not result in a loss of control as transactions with
equity owners of the group. A change in ownership interest
results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their
relative interests in the subsidiary. Any difference between
the amount of the adjustment to non-controlling interests
and any consideration paid or received is recognised in a
separate reserve within equity attributable to owners of the
consolidated entity.
When the group ceases to consolidate or equity account
for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity
is remeasured to its fair value with the change in carrying
amount recognised in profit or loss. This fair value becomes
the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income in
respect of that entity are accounted for as if the group had
directly disposed of the related assets or liabilities. This
may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
If the ownership interest in a joint venture or an associate is
reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously
recognised in other comprehensive income are reclassified
to profit or loss where appropriate.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods - retail and online
Revenue from the sale of goods is recognised to the extent
that the group satisfies its single performance obligation
to transfer agreed goods and the transaction price can be
readily identified. All revenue is recognised at a point in time
when control of the goods is transferred to the customer i.e.
when the goods are delivered to the customer. Revenue is
measured at the fair value of the consideration received or
receivable being the amount to which the entity expects to
be entitled to in exchange for goods. Amounts disclosed as
revenue are net of discounts, trade allowances and rebates,
and does not include revenue from discontinued operations.
All revenue from the sale of goods is recognised at a point
in time.
Interest
Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the
right to receive payment is established.
Income tax
The charge for current income tax expense/(benefit) is
based on the profit/(loss) for the year adjusted for any non-
assessable or disallowed items. It is calculated using the tax
rates that have been enacted or are substantially enacted by
the consolidated statement of financial position date.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 48
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
Deferred tax is accounted for using the consolidated
statement of financial position liability method in respect of
temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial
statements. No deferred income tax will be recognised from
the initial recognition of an asset or liability, excluding a
business combination, where there is no effect on accounting
or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is recognised or liability
is settled. Deferred tax is credited in the profit or loss except
where it relates to items that may be credited directly to
equity, in which case the deferred tax is adjusted directly
against equity.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those
temporary differences and losses.
The company and its wholly-owned Australian subsidiaries
have formed an income tax consolidated group under the
tax consolidation regime. Each entity in the group recognised
its own current and deferred tax liabilities, except for any
deferred tax assets resulting from unused tax losses and
tax credits, which are immediately assumed by the parent
entity. The current tax liability of each group entity is then
subsequently assumed by the parent entity. The group
entered into the tax consolidation regime from 1st June 2006
and notified the Australian Taxation Office that it had formed
an income tax consolidated group to apply from 1st June
2006. The tax will be paid by the parent entity as the group
has not entered into a tax funding agreement. The company is
the designated parent entity for tax consolidation purposes.
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.
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.
The group has not applied any practical expedients for lease
liabilities.
Current and non-current classification
Assets and liabilities are presented in the consolidated
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.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The
accounting for subsequent changes in fair value depends
on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current
depending on the expected period of realisation.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 49
Cash flow hedges
Discontinued operations
Cash flow hedges are used to cover the consolidated entity’s
exposure to variability in cash flows that is attributable to
particular risks associated with a recognised asset or liability
or a firm commitment which could affect profit or loss.
The effective portion of the gain or loss on the hedging
instrument is recognised in other comprehensive income
through the cash flow hedges reserve in equity, whilst the
ineffective portion is recognised in profit or loss. Amounts
taken to equity are transferred out of equity and included
in the measurement of the hedged transaction when the
forecast transaction occurs.
Cash flow hedges are tested for effectiveness on a regular
basis both retrospectively and prospectively to ensure
that each hedge is highly effective and continues to be
designated as a cash flow hedge. If the forecast transaction
is no longer expected to occur, the amounts recognised in
equity are transferred to profit or loss.
If the hedging instrument is sold, terminated, expires,
exercised without replacement or rollover, or if the hedge
becomes ineffective and is no longer a designated hedge,
the amounts previously recognised in equity remain in
equity until the forecast transaction occurs.
Non-current assets or disposal groups classified
as held for sale
Non-current assets and assets of disposal groups are
classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than
through continued use. They are measured at the lower of
their carrying amount and fair value less costs of disposal.
For non-current assets or assets of disposal groups to
be classified as held for sale, they must be available for
immediate sale in their present condition and their sale must
be highly probable.
An impairment loss is recognised for any initial or
subsequent write down of the non-current assets and assets
of disposal groups to fair value less costs of disposal. A gain
is recognised for any subsequent increases in fair value
less costs of disposal of a non-current assets and assets
of disposal groups, but not in excess of any cumulative
impairment loss previously recognised.
Non-current assets are not depreciated or amortised
while they are classified as held for sale. Interest and other
expenses attributable to the liabilities of assets held for sale
continue to be recognised.
Non-current assets classified as held for sale and the assets
of disposal groups classified as held for sale are presented
separately on the face of the consolidated statement of
financial position, in current assets. The liabilities of disposal
groups classified as held for sale are presented separately
on the face of the consolidated statement of financial
position, in current liabilities.
A discontinued operation is a component of the
consolidated entity that has been disposed of or is classified
as held for sale and that represents a separate major line
of business or geographical area of operations, is part
of a single co-ordinated plan to dispose of such a line of
business or area of operations, or is a subsidiary acquired
exclusively with a view to resale. The results of discontinued
operations are presented separately on the face of the
statement of profit or loss and other comprehensive income.
Where an entity previously classified as held for sale is no
longer classified as such, the results of operations for this
component previously presented in discontinued operations
is reclassified and included as continuing operations for all
periods presented including prior periods.
Impairment of non-financial assets
At each reporting date, the consolidated entity reviews the
carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if
any). Where the asset does not generate cash flows that
are independent from other assets, the consolidated entity
estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Goodwill, intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested for
impairment annually and whenever there is an indication
that the asset may be impaired. An impairment of goodwill is
not subsequently reversed.
Recoverable amount is the higher of fair value less costs
of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash
flows have not been adjusted.
If the recoverable amount of an asset (or cash generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised in the statement of profit or loss and other
comprehensive income immediately.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash generating unit) is
increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the
asset (cash generating unit) in prior years. A reversal of an
impairment loss is recognised in income.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
50
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
Financial Liabilities
Financial liabilities are classified as other financial liabilities.
Other financial liabilities, including borrowings, are initially
measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at
amortised cost using the effective interest method, with
interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
The group derecognises financial liabilities when, and only
when, the group’s obligations are discharged, cancelled or
they expire.
Transaction costs that relate to the issue of the convertible
notes are allocated to the liability and equity components
in proportion to the allocation of the gross proceeds.
Transaction costs relating to the equity component are
recognised directly in equity. Transaction costs relating to
the liability component are included in the carrying amount
of the liability component and are amortised over the lives of
the convertible notes using the effective interest method.
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these
circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense.
Receivables and payables in the consolidated statement of
financial position are shown inclusive of GST.
Cash flows are included in the consolidated statement of
cash flows on a gross basis and the GST component of cash
flows arising from investing and financing activities, which
is recoverable from, or payable to, the taxation authority is
classified as part of operating cash flows.
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 thousand dollars, or
in certain cases, the nearest dollar.
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.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently
if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible
assets have suffered any impairment, in accordance with
the accounting policy stated in note 15. The recoverable
amounts of cash-generating units have been determined
based on value-in-use calculations. These calculations
require the use of assumptions, including estimated discount
rates based on the current cost of capital and growth rates of
the estimated future cash flows.
Assets held for sale and discontinued operations
The fair value of assets held for sale are recognised at the
lower of their carrying amount or fair value less cost of
disposal. The fair value less cost of disposal is based on
offers received subsequent to the financial year and any
anticipated costs management are aware of.
Business combinations
The business combinations accounting for HGA was finalised
at 30 June 2022. The fair value of assets acquired, liabilities
and contingent liabilities was finalised by the consolidated
entity taking into consideration all available information at
the reporting date. The fair value recognised at 30 June
2023 included a contingent consideration liability subject to
meeting earnings target in FY23.
Changes to the fair value of contingent consideration
resulting from events after the finalisation of the fair value
of assets acquired, liabilities and contingent liabilities,
such as meeting an earnings target are not considered
measurement period adjustments.
Changes in the fair value of contingent consideration that
are not measurement period adjustments shall be measured
at fair value at each reporting date and changes in fair value
shall be recognised in profit or loss.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
51
NOTE 4. RESTATEMENT OF COMPARATIVES
Reclassification
At 30 June 2023, Paris Creek Farms was converted back to Continuing operations and no longer disclosed as asset held
for sale. The FY22 comparatives represents Paris Creek Farms as a continuing operation, including being removed from
Discontinued operations in Note 8.
NOTE 5. OPERATING SEGMENTS
Identification of reportable operating segments
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the consolidated
entity that are regularly reviewed by the Chief Executive Officer (‘CEO’) in order to allocate resources to the segment and to
assess its performance.
There are currently three operating segments under the criteria set out in AASB 8, being Maggie Beer Products Pty Ltd (“MBP”),
Hampers & Gifts Australia Pty Ltd (“HGA”), B.-d Farm Paris Creek Pty Ltd (“PCF”) and other corporate costs. St David Dairy Pty Ltd
(“SDD”) is classified as discontinued operations and no longer disclosed as an operating segment. Refer to note 8 for further
information.
Information regarding these segments is set out below.
All operations were in Australia for both current and comparative period.
Operating segment information
Consolidated - 2023
Revenue
Hampers
& Gifts
Australia
$’000
Maggie
Beer
Products
$’000
Paris
Creek
Farms
$’000
Other
segments
$’000
Sales to external customers
41,811
31,604
16,393
Intersegment sales
Total sales revenue
Other revenue
Total revenue
EBITDA*
Finance costs
Depreciation and amortisation
Income tax benefit
Profit after income tax benefit
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
-
(1,017)
(85)
41,811
30,587
16,308
91
27
-
41,902
30,614
16,308
-
-
-
-
-
6,221
2,065
(1,472)
(2,432)
(84)
(29)
(2,844)
(1,245)
(17)
(712)
-
(63)
Total
$’000
89,808
(1,102)
88,706
118
88,824
4,382
(130)
(4,864)
(612)
1,378
766
59,314
26,394
14,109
3,982
103,799
8,269
5,483
2,464
1,842
103,799
18,058
18,058
Profit/(loss) before income tax benefit
3,293
791
(2,201)
(2,495)
* Other segments EBITDA includes gain on reversal of deferred consideration ($14.0 million) and impairment of the carrying value of goodwill ($12.5 million) in
regards to Hampers & Gifts Australia Pty Ltd.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 52
NOTE 5. OPERATING SEGMENTS, CONT.
Consolidated - 2022
Revenue
Hampers
& Gifts
Australia
$’000
Maggie
Beer
Products
$’000
Paris
Creek
Farms
$’000
Other
segments
$’000
Sales to external customers
45,325
31,036
15,017
Intersegment sales
Total sales revenue
Other revenue
Total revenue
EBITDA*
Finance costs
Depreciation and amortisation
Profit/(loss) before income tax benefit
Income tax benefit
Profit after income tax benefit
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
(127)
(1,007)
(255)
45,198
30,029
14,762
4
19
-
45,202
30,048
14,762
-
-
-
-
-
10,477
2,828
(4,466)
(3,216)
(78)
(65)
(2,611)
(1,198)
7,788
1,565
(17)
(1,101)
(5,584)
(6)
(57)
(3,279)
72,275
28,594
13,408
6,402
120,679
20,414
4,372
2,209
2,761
* Paris Creek Farms EBITDA includes impairment of net tangible assets ($3.6 million).
Prior year comparatives have been restated due to Paris Creek Farms being converted to continuing operations,
refer to note 8 for details.
NOTE 6. REVENUE
The group derives the following types of revenue from contracts with customers:
Continuing operations - Types of goods
Sale of goods - retail
Sale of goods - online
Discontinued operations - Type of goods
Sale of goods - retail
All revenue is recognised at a point in time.
Consolidated
2023
$’000
43,355
45,351
1,195
89,901
Total
$’000
91,378
(1,389)
89,989
23
90,012
5,623
(166)
(4,967)
490
1,897
2,387
120,679
29,756
29,756
2022
$’000
40,456
49,533
8,136
98,125
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
NOTE 7. INCOME TAX BENEFIT
Income tax benefit
Current tax expense / (benefit)
Deferred tax expense / (benefit)
Recognition of Deferred Tax Assets
53
Consolidated
2023
$’000
(167)
(1,211)
-
2022
$’000
2,068
(1,901)
(2,064)
Aggregate income tax expense / (benefit)
(1,378)
(1,897)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit before income tax expense from continuing operations
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable non-operating income
Movement in Deferred Taxes
Recognition of Deferred Taxes
(612)
(184)
5
(561)
(638)
-
492
148
1,920
-
-
(3,965)
Income tax benefit attributable to continuing operations
(1,378)
(1,897)
Deferred Tax Assets and Liabilities
Deferred tax assets
Deferred tax liabilities
10,330
(6,705)
9,024
(6,960)
Net temporary differences
3,625
2,064
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 54
NOTE 8. DISCONTINUED OPERATIONS
Description
On 22 June 2022, the group announced the appointment of advisor in relation to the non-core dairy assets and initiated
an active program to locate potential buyers for the dairy subsidiaries being Paris Creek Farms and St David Dairy.
The associated assets and liabilities were consequently presented as held for sale in the FY22 financial statements.
The subsidiary, St David Dairy was sold on 31 August 2022 with effect from 1 September 2022 and is reported in the current
period as a discontinued operation. Financial information relating to the discontinued operation for the period to the date of
disposal is set out below.
In June 2023, following a strategic review, Paris Creek Farms was converted back to a continuing operation. This has resulted
in an NPAT of ($1.9 million) and ($5.0 million), for FY23 and FY22, respectively, and net liabilities (excluding intercompany
loans) of ($3.9 million) and ($1.0 million), for FY23 and FY22, respectively. Refer note 4 for restatement of comparatives.
Financial performance information
Consolidated
Revenue
Raw materials and consumables used
Overheads
Occupancy and utility costs
Employee benefits expense
Transportation costs
Professional expenses
Marketing and advertising fees
Other expenses
Depreciation
Amortisation
Impairment
Finance costs
Total expenses
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit
Income tax expense
Gain on disposal after income tax expense
Loss after income tax benefit from discontinued operations
Cash flow information
Net cash used in operating activities
Net cash used in investing activities
Net cash from/(used in) financing activities
Net decrease in cash and cash equivalents from discontinued operations
2023
$’000
1,195
(807)
(119)
-
(457)
(36)
-
(10)
(76)
-
-
(196)
(6)
(1,707)
(512)
184
(328)
-
-
(328)
Consolidated
2023
$’000
(656)
(78)
(20)
(754)
2022
$’000
8,136
(4,652)
(184)
(358)
(2,277)
(233)
(351)
(29)
(315)
(285)
(519)
(13,921)
(44)
(23,168)
(15,032)
167
(14,865)
-
-
(14,865)
2022
$’000
(698)
(174)
335
(537)
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
Carrying amounts of assets and liabilities classified as held for sale
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Right of use assets
Total assets
Trade and other payables
Employee benefits
Lease liabilities
Total liabilities
Net assets
Details of the disposal
Total sale consideration
Carrying amount of net assets disposed
Disposal costs
Gain on disposal before income tax
Gain on disposal after income tax
55
Consolidated
2022
$’000
483
209
152
450
605
1,899
346
217
779
1,342
557
Date of Sale
31 August
2022
$’000
1,130
(510)
(620)
-
-
Accounting policy for discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale.
The results of discontinued operations are presented separately on the face of the consolidated statement of profit or loss
and other comprehensive income.
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best
use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
56
NOTE 9. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Trade receivables
Lease receivable (sub-lease)
Other receivable
GST receivable
Consolidated
2023
$’000
7,006
39
115
374
2022
$’000
6,834
217
137
379
7,534
7,567
Accounting policy for trade and other receivables
Trade receivables and other receivables are all classified as financial assets held at amortised cost.
Trade receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate
method, less a loss allowance provision. The carrying value of trade and other receivables, less loss allowance provisions, is
considered to approximate fair value, due to the short term nature of the receivables.
The collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts which are known to be
uncollectable are written off when identified. The group recognises a loss allowance provision based upon anticipated lifetime
losses of trade receivables. The anticipated losses are determined with reference to historical loss experience adjusted to
reflect current and forward-looking information and is regularly reviewed and updated. This includes general macroeconomic
indicators such as RBA cash rate and GDP growth.
Trade receivables are generally due for settlement between 30 and 60 days.
Credit risks related to receivables
Refer to note 24 for additional information.
NOTE 10. CURRENT ASSETS - INVENTORIES
Raw materials
Work in progress
Finished goods
Stock in transit
Packaging
Consolidated
2023
$’000
4,025
178
7,004
468
2,353
2022
$’000
5,080
223
8,135
819
2,476
14,028
16,733
The total amount of inventory recognised as an expense during the year is $50.6 million (FY22: $49.9 million).
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
57
Accounting policy for inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a ‘first in first
out’ basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. 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.
Stock on hand 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.
NOTE 11. CURRENT ASSETS - DERIVATIVE FINANCIAL INSTRUMENTS
Forward foreign exchange contracts - cash flow hedges
NOTE 12. CURRENT ASSETS - OTHER
Prepayments
Other current assets
Prepayments
Consolidated
Consolidated
2023
$’000
-
2023
$’000
1,038
132
2022
$’000
153
2022
$’000
2,057
607
1,170
2,664
Included in the prepayments balance is $0.3 million (FY22: $1.3 million) worth of deposits paid on inventory arriving in FY24.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
58
NOTE 13. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Consolidated
Land
Motor vehicles
Less: Accumulated depreciation
Plant and equipment
Less: Accumulated depreciation
Building and leasehold improvements
Less: Accumulated depreciation
2023
$’000
460
372
(325)
47
13,736
(6,934)
6,802
7,357
(1,468)
5,889
2022
$’000
460
332
(249)
83
11,749
(6,036)
5,713
7,353
(1,218)
6,135
13,198
12,391
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions
Classified as held for sale
Disposals
Impairment of assets
Transfer from ROU
Depreciation expense
Balance at 30 June 2022
Additions
Transfer from ROU
Depreciation expense
Land
$’000
460
-
-
-
-
-
-
460
-
-
-
Motor
vehicles
$’000
Building and
leasehold
improvements
$’000
Plant and
equipment
$’000
Total
$’000
310
15
(109)
(45)
-
-
(88)
83
41
-
(77)
6,370
11
-
-
-
-
(246)
6,135
5
-
(251)
9,628
1,174
(341)
(16)
(3,971)
317
(1,078)
5,713
1,123
614
(648)
16,768
1,200
(450)
(61)
(3,971)
317
(1,412)
12,391
1,169
614
(976)
Balance at 30 June 2023
460
47
5,889
6,802
13,198
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
59
Accounting policy for property, plant and equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
Impairment expense
Impairment expense relates to assets held for sale during the year which was measured at the lower of its carrying amount and
fair value less cost to sell at the time of reclassification, resulting in the recognition of a write-down of $4.0 million as impairment
expense in the consolidated statement of profit or loss. The fair value of the assets was determined based on the fair value less
cost to sell.
The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable
amount from these assets.
Where ownership of right-of-use assets transfers to the group at the end of the lease, these assets are transferred to property,
plant and equipment at its carrying amount, being cost less accumulated depreciation.
The depreciable amount of all fixed assets including recognised lease assets is depreciated on a straight line or diminishing
value basis over their useful lives to the group commencing from the time the asset is held ready for use. Leasehold
improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the
improvements.
The following estimated useful lives are used in the calculation of depreciation:
Motor vehicles
Plant and equipment
Building and leasehold improvements
5 years
4 to 20 years
10 to 33 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
An item of property, 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.
NOTE 14. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS
Right-of-use assets
Consolidated
Land and buildings - right-of-use
Less: Accumulated depreciation
Plant and equipment - right-of-use
Less: Accumulated depreciation
Motor vehicles - right-of-use
Less: Accumulated depreciation
2023
$’000
8,297
(1,295)
7,002
743
(487)
256
285
(95)
190
2022
$’000
4,947
(1,974)
2,973
1,390
(594)
796
748
(487)
261
7,448
4,030
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
60
NOTE 14. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS, CONT.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
Consolidated
Balance at 1 July 2022
Additions
Transfers to property, plant and equipment
Depreciation expense
Balance at 30 June 2023
Lease liabilities
Current
Non-current
Land
and buildings
$’000
Plant and
equipment
$’000
Motor
vehicles
$’000
2,973
5,175
-
(1,146)
7,002
796
237
(614)
(163)
256
261
-
-
(71)
190
2023
$’000
2,109
5,400
Total
$’000
4,030
5,412
(614)
(1,380)
7,448
Consolidated
2022
$’000
1,431
2,399
Lease liabilities
Interest expense (included in finance costs)
The total cash outflow for leases in FY23 was $1.8 million (FY22: $1.9 million).
7,509
3,830
Consolidated
2023
$’000
130
2022
$’000
166
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
NOTE 15. NON-CURRENT ASSETS - INTANGIBLES
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
61
Consolidated
Balance at 1 July 2021
Additions from internal
development
Revaluation increments
Impairment of assets
Amortisation expense
Balance at 30 June 2022
Additions from
internal development
Classified as held for sale
Impairment of assets
Amortisation expense
Balance at 30 June 2023
Goodwill -
Paris Creek
Farms
$’000
Goodwill -
St David
Dairy
$’000
Goodwill -
Maggie
Beer
Products
$’000
Goodwill -
Hampers
& Gifts
Australia
$’000
Brand*
$
Customer
Contracts**
$
Other
Intangible
$
11,802
3,585
40,717
15,052
6,626
-
-
-
-
-
-
-
-
-
-
-
-
-
(11,802)
-
-
-
-
-
-
-
Total
$
78,414
180
210
(13,447)
(2,980)
62,377
210
-
(12,500)
632
180
-
-
(155)
657
210
-
-
-
-
-
-
-
210
-
-
3,585
40,927
-
-
(12,500)
-
-
-
-
-
-
(1,316)
(1,394)
12,342
-
-
-
-
-
(329)
(1,431)
4,866
-
-
-
-
(1,177)
(1,128)
(202)
(2,507)
3,585
28,427
11,165
3,738
665
47,580
* The carrying amount of the brand intangible asset consists of $3.7 million allocated to the Maggie Beer Products CGU and $7.5 million allocated to the Hampers
& Gifts Australia CGU as at 30 June 2023.
** The carrying amount of the customer contract intangible asset consists of $0.9 million allocated to the Maggie Beer Products CGU and $2.8 million allocated to
the Hampers & Gifts Australia CGU as at 30 June 2023.
Accounting policy for intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. 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.
Accounting policy for goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date).
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
If, after reassessment, the group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree (if any), the excess is recognised immediately in the consolidated statement of
profit or loss and other comprehensive income as a bargain purchase gain.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
62
NOTE 15. NON-CURRENT ASSETS - INTANGIBLES, CONT
Maggie Beer Products
Goodwill is not amortised but is reviewed for impairment
at least annually. For the purpose of impairment testing,
goodwill is allocated to each of the group’s cash-generating
units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash-generating
unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in
the unit. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
On disposal of a subsidiary or when a subsidiary is disclosed
as an asset held for sale, the attributable amount of goodwill
is included in the determination of the profit or loss on
disposal.
Intangible Assets acquired in a business combination
Intangible assets acquired in a business combination and
recognised separately from goodwill are initially recognised
at their fair value at the acquisition date (which is regarded
as their cost). Subsequent to initial recognition, intangible
assets acquired in a business combination are reported
at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets
that are acquired separately.
Recoverable amount of goodwill
In accordance with AASB 136, impairment testing has
been undertaken for all cash generating units (CGUs) with
indefinite intangibles or where there is an indication of
impairment. These impairment tests have been completed
via a multiple scenario approach in response to significant
uncertainties in the market.
At 30 June 2023, for Maggie Beer Products and Hampers &
Gifts Australia CGUs, the recoverable amounts have been
determined based on value-in-use calculations which uses
cash flow projections based on financial forecasts covering
a five-year period, including changes in working capital and
expenditure for maintenance.
Cash flows are extrapolated using estimated growth rates
beyond the five-year period.
Key assumptions used in the value-in-use calculations for
CGUs is based on management’s latest forecast for financial
year 2024 and incorporating previous revenue growth,
achievable margin, reasonable expense increases, capital
expenditure for maintenance and entity specific long-term
averages for the latter years. In considering the outlook,
management considered a range of possible scenarios in
order to determine an estimation of future cash flows which
has a reasonable and appropriate basis.
In considering the outlook for Maggie Beer Products CGU,
management considered a range of possible scenarios in
order to determine an estimation of future cash flows which
has a reasonable and appropriate basis.
Revenue growth
Revenue growth over the five-year period is based
upon forecasted revenue on a business-as-usual basis
and assumes no New Products Development (‘NPD’) or
new geographies (in accordance with AASB 136). The
starting point is an assessment of the market, leveraging
industry reports and overlaying with known sales growth
opportunities. The average revenue growth over the forecast
period is assumed at 12.1% per annum (compared with
actual 5-year average revenue growth of 10.8%).
Costs
Gross margin in FY24 is expected to soften slightly from its
FY23 levels, due to the increase in input costs, and is then
assumed to remain flat for the remainder of the model’s
period with the sales mix including increased higher margin
from e-commerce sales. Raw material price increases
are to be matched by price increases with retailers to
offset. All fixed costs, including selling, administration and
management labour, are modelled to grow at 3% a year.
Long-term growth rate
The long-term growth rate is the weighted average growth
rate used to extrapolate cash flows beyond the modelled
period. A long-term growth rate of 2.5% has been used in
the value-in-use calculations, which is the midpoint of the
long-term Reserve Bank of Australia’s inflation target range
of 2–3 percent, on average, over time.
Discount rate
The discount rate represents the current market assessment
of the risks relating to the relevant CGU. In performing the
value-in-use calculations for the CGU, the Group has applied
a pre-tax discount rate of 17.15% per annum (12.00% post
tax) for Maggie Beer Products.
Review outcome
In completing the impairment review based on the
aforementioned, the value in use of the CGU exceeded its
carrying value by $2.7 million.
Sensitivities
A change in the EBITDA margin by 0.5% in each of the five-
year forecast period would result in a $1.9 million impact
to the recoverable amount of the CGU compared to the
carrying amount of goodwill; a change of 1% in revenue
each year over the forecast period would result in a $1.2
million impact to the recoverable amount; and a change of
1% in the pre-tax discount rate would result in a $1.8 million
impact to the recoverable amount. These sensitivities cover
the key possible material impacts to the recoverable amount.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
63
Hampers & Gifts Australia
Discount rate
In considering the outlook for Hampers & Gifts Australia,
management considered a range of possible scenarios in
order to determine an estimation of future cash flows which
has a reasonable and appropriate basis.
Revenue Growth
Revenue growth over the five-year period is based
upon forecasted revenue on a business-as-usual basis
and assumes no New Products Development (‘NPD’) or
new geographies (in accordance with AASB 136). The
starting point is an assessment of the market, leveraging
industry reports and overlaying with known sales growth
opportunities. The average revenue growth over the forecast
period is assumed at 4.4% per annum (compared with actual
3-year average revenue growth of 7.9%).
Costs
Gross margin in FY24 is expected to remain flat for the
remainder of the model’s period. Raw material price
increases are to be matched by price increases to offset.
All fixed costs, including selling, administration and
management labour, are modelled to grow at 3% a year.
Long-term growth rate
The long-term growth rate is the weighted average growth
rate used to extrapolate cash flows beyond the modelled
period. A long-term growth rate of 2.5% has been used in
the value-in-use calculations, which is the midpoint of the
long-term Reserve Bank of Australia’s inflation target range
of 2–3 percent, on average, over time.
The discount rate represents the current market assessment
of the risks relating to the relevant CGU. In performing the
value-in-use calculations for the CGU, the Group has applied
a pre-tax discount rate of 18.57% per annum (13.00% post
tax) for Hampers & Gifts Australia.
Review outcome
In completing the impairment review based on the
aforementioned, the carrying value of goodwill for Hampers
& Gifts Australia was impaired by $12.5 million.
Sensitivities
A change in the EBITDA margin by 0.5% in each of the five-
year forecast period would result in a $1.6 million impact
to the recoverable amount of the CGU compared to the
carrying amount of goodwill; a change of 1% in revenue
each year over the forecast period would result in a $0.8
million impact to the recoverable amount; and a change of
1% in the pre-tax discount rate would result in a $3.5 million
impact to the recoverable amount. These sensitivities cover
the key possible material impacts to the recoverable amount.
Brand
Brands acquired in a business combination are amortised
on a straight-line basis over the period of their expected
benefit, being their finite life range of 5-20 years.
Customer contracts
Customer contracts acquired in a business combination are
amortised on a straight-line basis over the period of their
expected benefit, being their finite life range of 0-10 years.
NOTE 16. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade payables
Employee related payables
Other payables
Refer to note 24 for further information on financial instruments.
Consolidated
2023
$’000
5,547
1,384
1,873
2022
$’000
6,703
886
1,058
8,804
8,647
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
64
Accounting policy for 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, non-interest bearing and are usually due for payment within 30 to 60 days of issue.
NOTE 17. CURRENT LIABILITIES - CONTRACT LIABILITIES
Contract liabilities
Accounting policy for contract liabilities
Consolidated
2023
$’000
419
2022
$’000
470
Contract liabilities represent the consolidated entity’s obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right
to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
NOTE 18. CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Accounting policy for employee benefits
Short-term employee benefits
Consolidated
2023
$’000
1,156
2022
$’000
1,287
Liabilities for 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.
Provision is made for the group’s liability for employee benefits arising from services rendered by employees to balance date.
Employee benefits expected to be settled within one year have been measured at the amounts expected to be paid when the
liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated
future cash outflows to be made for those benefits.
Superannuation expense
Contributions to superannuation recognised as an expense in the profit and loss for FY23 were $1.4 million (FY22: $1.2 million).
NOTE 19. NON-CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Consolidated
2023
$’000
170
2022
$’000
180
Accounting policy for 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 high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
NOTE 20. NON-CURRENT LIABILITIES - CONTINGENT CONSIDERATION
Contingent Consideration
65
Consolidated
2023
$’000
-
2022
$’000
14,000
As part of the acquisition of Hampers & Gifts Australia in 2021, a contractual contingent consideration arrangement formed part
of the consideration.
As at 30 June 2023, there was a decrease of the full amount of $14.0 million recognised in other gains in profit or loss for
the contingent consideration arrangement as the Trading EBITDA for HGA was $6.5 million, therefore no earnout payment is
required. The current liability has been removed in full from the balance sheet.
In accordance with accounting standards the reversal of this contingent liability that was included in the calculation of goodwill
when initially recognised, cannot be reversed against goodwill as more than the allowed 12 month period has elapsed.
NOTE 21. EQUITY - ISSUED CAPITAL
Ordinary shares - fully paid
352,439,920
351,839,920
166,285
169,561
Consolidated
2023
Shares
2022
Shares
2023
$’000
2022
$’000
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
1 July 2022
351,839,920
Performance rights
30 September 2022
600,000
$0.000
Return of capital $0.01
31 March 2023
-
Balance
Ordinary shares
30 June 2023
352,439,920
$’000
169,561
240
(3,516)
166,285
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. The fully paid ordinary shares have no par value and the
company does not have a limited amount of authorised capital.
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 one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
Capital is regarded as total equity, as recognised in the consolidated statement of financial position, plus net debt. Net debt
is calculated as total borrowings less cash and cash equivalents.
The capital structure of the group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, retained earnings and reserves. Operating cash flows are used to maintain and expand the
group’s assets, as well as to make the routine outflows of payables and tax.
The capital risk management policy remains unchanged from the 2022 Annual Report.
Accounting policy for 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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 66
NOTE 22. EQUITY - RESERVES
Options reserve
Options reserve
Consolidated
2023
$’000
2,946
2022
$’000
3,556
Options reserve arises on the grant of share options to Directors and employees of the group under the group incentive option
scheme. Amounts are transferred out of the reserve and into issued capital when the options are exercised.
The company operates an ownership-based remuneration scheme through the Incentive Option Scheme, details of which are
provided in note 33 to the financial statements. Other than minimal administration costs, which are expensed when incurred,
the plan does not result in any cash outflow from the Company.
The fair value of equity-settled share-based payments is measured by use of the Black-Scholes model. The expected life
used in the models have been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity settled share based payments is expensed on a straight line basis over
the vesting period, based on the consolidated entity’s estimate of shares that will eventually vest. At the end of each reporting
period, the group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in the consolidated statement of comprehensive income such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Share based payment
Balance at 30 June 2022
Share based payment
Share based payments exercised
Share based payments forfeited
Balance at 30 June 2023
NOTE 23. EQUITY - DIVIDENDS
Dividends
Options reserve
$’000
3,267
289
3,556
133
(240)
(503)
2,946
The directors declared a dividend of half a cent per fully paid ordinary share (2022 - nil), fully franked based on tax paid at 30%.
The aggregate amount of the dividend paid on 31 March 2023 out of the current half year profits, but not recognised as a
liability at the end of the half year, is $1.76 million.
The $3.5 million repayment to shareholders in November 2022 was a return of capital.
Dividends paid during the financial year were as follows:
Dividend for the year ended 30 June 2023 of 0.5 cents paid
on 31 March 2023 (FY22: nil) per ordinary share
Consolidated
2023
$’000
(1,758)
2022
$’000
-
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
67
NOTE 23. EQUITY - DIVIDENDS, CONT’D
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
Consolidated
2023
$’000
6,815
2022
$’000
7,568
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
• franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
• franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
• franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Accounting policy for dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the company.
NOTE 24. FINANCIAL INSTRUMENTS
Financial risk management objectives
The capital structure of the consolidated entity consists of cash and cash equivalents and equity attributable to equity holders
of the parent, comprising issued capital, retained earnings and reserves. Operating cash flows are used to maintain and expand
the group’s assets, as well as to make the routine outflows of payables and tax.
The consolidated entity’s principal financial instruments comprise receivables, payables, cash and short-term deposits. These
activities expose the consolidated entity to a variety of financial risks: market risk (including interest rate risk and price risk),
credit risk and liquidity risk.
The consolidated entity does not have formal documented policies and procedures for the management of risk associated with
financial instruments. However, the Board has responsibility for managing the different types of risks to which the consolidated
entity is exposed. These responsibilities include considering risk and monitoring levels of exposure to interest rate risk, and
by being aware of market forecasts for interest rate, and commodity prices. Ageing analyses and monitoring of specific credit
allowances are undertaken to manage credit risk, liquidity risk is monitored through general business budgets and forecasts.
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 sensitivity analysis and cash
flow forecasting.
The consolidated entity did not hold any outstanding foreign exchange contract forward foreign exchange contracts at the
reporting date.
The aggregate net foreign loss recognised in profit or loss were $176,776 (2022: $0).
Price risk
The group is not exposed to any significant price risk.
Interest rate risk
The group’s exposure to market interest rates relates primarily to the group’s cash and short-term deposits held.
Sensitivity Analysis
The following sensitivity analysis is based on the interest rate risk exposures in existence at the consolidated statement of
financial position date.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
68
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
At 30 June, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax-loss and
equity would have been affected as follows:
Basis points increase
Basis points decrease
Effect
on profit
before tax
$’000
92
Effect on
equity
$’000
92
Basis points
change
(50)
Effect
on profit
before tax
$’000
(46)
Basis points
change
100
Basis points increase
Basis points decrease
Effect
on profit
before tax
$’000
109
Effect on
equity
$’000
109
Basis points
change
(50)
Effect
on profit
before tax
$’000
(54)
Basis points
change
100
Effect on
equity
$’000
(46)
Effect on
equity
$’000
(54)
Consolidated 2023
Bank deposits
Consolidated 2022
Bank deposits
Credit risk
The consolidated entity has adopted a lifetime expected 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. This includes general macroeconomic indicators such as RBA cash rate and GDP
growth.
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 repayment plan, no active enforcement activity and a failure to make contractual payments for
a period greater than 1 year.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised
financial assets is the carrying amount of those assets, net of any allowance for impairment losses, as disclosed in the
consolidated statement of financial position and notes to the financial report.
The group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the group’s
policy to securitise its trade and other receivables. It is the group’s policy to consider the credit worthiness of all customers who
wish to trade on credit terms.
In addition, receivable balances are monitored on an ongoing basis with the result that the group’s exposure to bad debts is
not significant. There are no significant concentrations of credit risk.
Allowance for expected credit losses
The loss allowance as at 30 June 2023 was determined as follows for trade receivables:
Not past due
Past due 0 - 60 days
Past due 60+ days
Loss
allowance
provision
2023
$’000
Loss
allowance
provision
2022
$’000
-
-
153
153
-
-
145
145
Gross amount
2023
Gross amount
2022
$’000
$’000
3,995
2,832
207
4,535
1,855
463
7,034
6,853
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 69
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
Liquidity risk
The group manages liquidity risk by monitoring cash flow and maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities and therefore these totals may differ from their carrying amount in the consolidated
statement of financial position.
Consolidated 2023
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
Consolidated 2022
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
%
$’000
$’000
$’000
$’000
$’000
-
8,804
-
-
-
8,804
4.05%
2,108
10,912
1,875
1,875
2,664
2,664
862
862
7,509
16,313
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
%
$’000
$’000
$’000
$’000
$’000
-
8,647
4.10%
1,431
10,078
-
624
624
-
1,775
1,775
-
-
-
8,647
3,830
12,477
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 70
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
Fair value of financial instruments
The directors consider that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the
financial statements approximate their fair values.
There were no financial instruments that are measured subsequent to initial recognition at fair value as at reporting date.
The fair values of financial assets and liabilities, together with their carrying amounts in the consolidated statement of financial
position, for the consolidated entity are as follows:
Consolidated
Assets
Cash and cash equivalents
Trade and other receivables
Liabilities
Trade and other payables
Lease liability
2023
2022
Fair value
Carrying amount
Fair value
$’000
$’000
$’000
9,216
7,534
16,750
8,804
7,509
16,313
10,801
7,691
18,492
8,647
6,431
15,078
10,801
7,691
18,492
8,647
6,431
15,078
Carrying
amount
$’000
9,216
7,534
16,750
8,804
7,509
16,313
NOTE 25. KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were directors of Maggie Beer Holdings Ltd during the financial year:
Reg Weine
Chantale Millard
Maggie Beer AO
Tom Kiing
Hugh Robertson
Susan Thomas
Non-Executive Chairman
Chief Executive Officer/Executive Director (resigned 31 December 2022)
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the
consolidated entity, directly or indirectly, during the financial year:
Kinda Grange (appointed 1 March 2023)
Eddie Woods
Chief Executive Officer
Chief Financial Officer
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity
is set out below:
Short-term employee benefits
Post-employment benefits
Leave provisions
Share-based payments
Consolidated
2023
$
1,363,802
59,016
74,979
(308,232)
2022
$
971,743
57,136
127,169
453,868
1,189,565
1,609,916
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
NOTE 26. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by PricewaterhouseCoopers,
the auditor of the company:
71
Consolidated
2023
$
2022
$
240,000
219,300
Audit services - PricewaterhouseCoopers
Audit or review of the financial statements
NOTE 27. RELATED PARTY TRANSACTIONS
Parent entity
Maggie Beer Holdings Ltd is the parent entity of the consolidated entity.
Subsidiaries
Interests in subsidiaries are set out in note 29.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included
in the directors’ report.
Transactions with related parties
During the year, Maggie Beer Products Pty Ltd entered into the following trading transactions with related parties that are not
members of the consolidated entity:
Sale of goods and services:
- To entities with common directorship*
Payment for goods and services:
- From entities with common directorship*
- From key management personnel**
Consolidated
2023
$
2022
$
365,869
302,252
675,368
230,495
750,732
227,104
*Sales and purchases to entities with common directorship include rent, purchase and sale of products and other expenses to entities associated with Maggie Beer.
**Maggie Beer has continued as a brand ambassador during the year, continuing her association with the Maggie Beer brand, its product development program
and customer relationship. Maggie Beer receives fees of $13,092 per month for her services. Maggie Beer received $157,104 for services provided during the year.
**During the year, Reg Weine stepped in for the short term from April 2022 to the sale in August 2022 to take over the leadership of SDD in order to prepare the
entity for sale. Reg was paid consultancy fees of $73,391 during the current financial year.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
72
NOTE 27. RELATED PARTY TRANSACTIONS, CONT.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties entered into by
Maggie Beer Products Pty Ltd, with related parties that are not members of the consolidated entity:
Consolidated
2023
$
2022
$
Current receivables:
Trade receivables from entities with common directorship
28,945
31,921
Current payables:
Trade payables to entities with common directorship
81,465
63,435
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No expense
has been recognised in the current or prior periods for bad or doubtful debts in respect of the amounts owed by related parties.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
NOTE 28. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Consolidated statement of profit or loss and other comprehensive income
Profit / (Loss) after income tax
Total comprehensive income
Consolidated statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Option reserve
Accumulated losses
Total equity
There were no contingent liabilities of the company (2022: Nil).
Parent
Parent
2023
$’000
(4,338)
(4,338)
2023
$’000
161
71,581
1,731
1,801
166,285
2,946
(99,451)
69,780
69,780
2022
$’000
(22,896)
(22,896)
2022
$’000
1,227
82,318
1,105
2,558
169,561
3,556
(93,356)
79,761
79,761
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023
73
NOTE 28. PARENT ENTITY INFORMATION, CONT.
Capital commitments - Property, plant and equipment
There were no commitments for the acquisition of property, plant and equipment by the parent entity during the year (2022: Nil).
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
n Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
NOTE 29. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2.
St David Dairy Pty Ltd are classified as discontinued operations and assets held for sale, refer to note 8 for details.
Name
B.-d Farm Paris Creek Pty Ltd*
St David Dairy Pty Ltd**
Maggie Beer Products Pty Ltd*
Hampers & Gifts Australia Pty Ltd*
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Ownership interest
2023
%
100.00%
-
100.00%
100.00%
2022
%
100.00%
100.00%
100.00%
100.00%
* Maggie Beer Holdings Ltd, B.-d Farm Paris Creek Pty Ltd, Maggie Beer Products Pty Ltd, and Hampers & Gifts Australia Pty Ltd are parties to a deed of cross guarantee under which each
company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and directors’
report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
** St David Dairy Pty Ltd was removed from the cross guarantee on the date of sale on 31 August 2023.
NOTE 30. EVENTS AFTER THE REPORTING PERIOD
On 19 July 2023, the Company announced the appointment of Craig Louttit as Chief Financial Officer from
1 September 2023.
No other matter or circumstance has arisen since 30 June 2023 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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 74
NOTE 31. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES
Consolidated
Profit/(loss) after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Impairment of intangible and tangible assets
Reversal of contingent liability
Share-based payments / (reversed)
Interest income classified as financing cashflow
Interest expense classified as financing cashflow
Transactions costs, net of gain of disposal
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Increase in deferred tax assets
Increase in trade and other payables
Increase/(decrease) in other provisions
2023
$’000
438
4,863
12,500
(14,000)
(370)
(116)
136
153
1,507
2,658
(1,562)
418
(101)
2022
$’000
(12,478)
5,770
17,559
-
388
21
210
-
(1,657)
(8,428)
(2,064)
1,119
233
Net cash from operating activities
6,524
673
NOTE 32. EARNINGS PER SHARE
Consolidated
2023
$’000
2022
$’000
Earnings per share for profit from continuing operations
Profit after income tax attributable to the owners of Maggie Beer Holdings Ltd
766
2,387
Weighted average number of ordinary shares used in calculating basic earnings per share
351,324,742
351,250,310
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
10,477,771
11,335,753
Weighted average number of ordinary shares used in calculating diluted earnings per share
361,802,513
362,586,063
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
0.218
0.212
Cents
0.680
0.658
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 NOTE 32. EARNINGS PER SHARE, CONT.
75
Consolidated
2023
$’000
2022
$’000
Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of Maggie Beer Holdings Ltd
(328)
(14,865)
Basic earnings per share
Diluted earnings per share
Cents
(0.093)
(0.093)
Cents
(4.232)
(4.232)
Consolidated
2023
$’000
2022
$’000
Earnings per share for profit/(loss)
Profit/(loss) after income tax attributable to the owners of Maggie Beer Holdings Ltd
438
(12,478)
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Basic earnings per share
Cents
0.125
0.121
Cents
(3.552)
(3.552)
Basic earnings per share is calculated by dividing the profit attributable to the owners of Maggie Beer Holdings Ltd,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 76
NOTE 33. SHARE-BASED PAYMENTS
Set out below are summaries of options and performance rights outstanding at reporting date:
The options and performance rights hold no voting or dividend rights and are not transferable.
Options
Set out below is a summary of options outstanding at reporting date:
2023
Grant date
Vesting date
16/07/2020
16/07/2020
16/07/2020
01/07/2021
01/07/2023
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
2022
Grant date
Vesting date
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
28/10/2020
16/07/2020
16/07/2020
16/07/2020
01/07/2021
01/07/2022
01/07/2023
Performance rights
Exercise
price
$0.140
$0.170
$0.190
$0.140
$0.190
Exercise
price
$0.140
$0.170
$0.190
$0.140
$0.170
$0.190
Balance at
the start of
the year
1,000,000
1,500,000
1,500,000
3,000,000
3,000,000
10,000,000
Balance at
the start of
the year
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
13,500,000
Granted
Exercised
Expired/
forfeited/
other
-
-
-
-
Balance
at the end
of the year
1,000,000
1,500,000
1,500,000
3,000,000
(3,000,000)
-
(3,000,000)
7,000,000
-
-
-
-
-
-
Exercised
(500,000)
-
-
-
-
-
Expired/
forfeited/
other
-
-
-
-
Balance
at the end
of the year
1,000,000
1,500,000
1,500,000
3,000,000
(3,000,000)
-
-
3,000,000
(500,000)
(3,000,000)
10,000,000
Granted
-
-
-
-
-
-
-
-
-
-
-
-
-
Set out below is a summary of the performance rights outstanding at reporting date:
Grant date
Expiry date
01/07/2021
31/08/2022
01/07/2021
31/08/2022
01/07/2021
30/06/2023
01/07/2021
01/03/2023
30/06/2024
28/02/2024
Balance at
the start of
the year
300,000
300,000
319,285
319,286
Granted
Exercised
-
-
-
-
(300,000)
(300,000)
-
-
-
-
1,750,000
Expired/
forfeited/
other
Balance
at the end
of the year
-
-
(319,285)
(278,429)
-
-
-
40,857
-
1,750,000
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 77
NOTE 33. SHARE-BASED PAYMENTS, CONT.
For the options granted, the valuation model inputs used to determine the fair value at the grant date, are as follows:
Grant date
Vesting date
16/07/2020
16/07/2020
16/07/2020
28/10/2020
16/07/2020
16/07/2020
16/07/2020
01/07/2021
VWAP
Share price
at grant date
$0.225
$0.225
$0.225
$0.321
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
$0.150
$0.180
$0.200
$0.150
90.00%
90.00%
90.00%
90.00%
-
-
-
-
0.26%
0.26%
0.26%
0.11%
$0.131
$0.121
$0.115
$0.220
There are service period and non-market conditions attached to the options issued on 28 October 2020, which require
reaching trading EBITDA targets each financial year. The options relating to FY23 have been forfeited due to not reaching
the performance hurdle trading EBITDA. Management has assessed the probability of future options and performance rights
targets being reached as 0% as at 30 June 2023, based on service conditions not being met and performance hurdles not
being met for FY23.
On 28 February 2023, the directors approved a Long-Term Incentive Plan (LTIP) for the CEO in the form of granting
performance rights, sign on shares. The performance rights are based on being employed as CEO from 1 March 2023 up
until and including 28 February 2024.
The $ value of shares remains constant with the number of shares being variable.
For the performance rights 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
Share price
at grant
date
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
01/03/2023
28/02/2024
$0.206
-
-
-
$0.206
There are service period conditions attached to the performance rights granted, which require Kinda Grange to remain
employed by the Company in the position of Chief Executive Officer from the date of the performance rights, 1 March 2023,
up until and including 28 February 2024.
The group has recognised in profit or loss share-based payment of -$370,000 (2022: $289,000).
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2023 78
Directors’ Declaration
In the directors’ opinion:
n the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
n the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
n the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30
June 2023 and of its performance for the financial year ended on that date; and
n there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Reg Weine
Non-Executive Chairman
28 August 2023
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
79
Independent auditor’s report
To the members of Maggie Beer Holdings Ltd
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Maggie Beer Holdings Ltd (the Company) and its controlled
entities (together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 30 June 2023 and of its
financial performance for the year then ended
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
the consolidated statement of financial position as at 30 June 2023
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
the directors’ declaration.
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 & 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.
PricewaterhouseCoopers, ABN 52 780 433 757
Level 11, 70 Franklin Street, ADELAIDE SA 5000, GPO Box 418, ADELAIDE SA 5001
T: +61 8 8218 7000, F: +61 8 8218 7999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 80
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They 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 the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Materiality
Audit scope
For the purpose of our audit we used overall
Group materiality of $880,000, which represents
approximately 1% of the Group’s total revenues
from continuing operations.
Our audit focused on where the Group made
subjective judgements; for example, significant
accounting estimates involving assumptions and
inherently uncertain future events.
Maggie Beer Holdings Ltd operates across four
segments with its head office functions based in
South Australia, Australia.
We applied this threshold, together with qualitative
considerations, to determine the scope of our audit
and the nature, timing and extent of our audit
procedures and to evaluate the effect of
misstatements on the financial report as a whole.
We chose Group total revenues from continuing
operations because, in our view, it is the
benchmark against which the performance of the
Group is most commonly measured.
We utilised a 1% threshold based on our
professional judgement, noting it is within the
range of commonly acceptable thresholds.
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 for the current period. The key audit 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. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the
Audit and Risk Committee.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
81
Key audit matter
How our audit addressed the key audit matter
Carrying value of goodwill
(Refer to note 15) $32.0 million
At 30 June 2023 the Group recognised $32.0 million of
goodwill in the consolidated balance sheet, split across
two Cash Generating Units (CGUs) – Maggie Beer
Products and Hampers & Gifts Australia.
The Group assesses goodwill for impairment annually,
irrespective of whether there are indicators of impairment.
The Group assesses impairment by preparing models
which estimates forecast cash flows discounted to their
present value. During the year, the Group recognised an
impairment of $12.5 million within the Hampers & Gifts
Australia CGU.
The carrying value of goodwill was a key audit matter due
to:
the financial significance of the goodwill balance; and
the level of judgement involved in assessing the
recoverable amount of the goodwill including
forecasting future cash flows and estimating the
discount rate and terminal growth rate.
Representation of Paris Creek Farms as a
continuing operation
(Refer to note 4, 5 and 8)
For the year ended 30 June 2022, the Paris Creek
Farms (PCF) and St. David Dairy (SDD) segments
were recognised as discontinued operations. In June
2023, follow a strategic review, the Group converted
PCF from a discontinuing operation to a continuing
operation.
The representation of PCF as a continuing operation
was a key audit matter due to the financial impact of
representing the segment from discontinuing to
continuing which impacted both the current year
financial result and the prior period comparative.
We performed the following procedures, amongst others:
Assessed the historical accuracy of the Group’s cash
flow forecasts by comparing prior budgets to actual
performance.
Compared the forecast cash flows used in the
Group’s impairment model to the latest budgets and
business plans.
Assessed the appropriateness and supportability of
the cash flow forecasts by considering the key factors
upon which they were based and the underlying
drivers for growth.
Compared growth rate assumptions used in the
impairment model to historical results and economic
forecasts.
Tested the mathematical accuracy of the calculations
made in the impairment model.
Engaged internal valuation experts to assess the
appropriateness of the discount rate used in the
model.
Evaluated the reasonableness of the disclosures
made in note 15, against the requirements of
Australian Accounting Standards.
We performed the following procedures, amongst
others:
Obtained an understanding of the changes to
management’s plan to support the conversion
back to a continuing operations through
enquiries with the Board and management
and meeting minutes.
Tested the mathematical accuracy of the
represented continuing operations and
discontinued operations for all periods in the
consolidated financial statements and
disclosures.
Evaluated the appropriateness of the
disclosures made in notes 4, 5 and 8, against
the requirements of Australian Accounting
Standards
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023 82
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2023, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon through our opinion on the financial report. We
have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of 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 ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or 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 the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
83
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 25 to 33 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the remuneration report of Maggie Beer Holdings Ltd for the year ended 30 June 2023
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.
PricewaterhouseCoopers
Brad Peake
Partner
Adelaide
28 August 2023
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
84
Additional Securities
Exchange Information
ADDITIONAL SECURITIES EXCHANGE INFORMATION
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere
disclosed in this Annual Report. The information provided is current as at 4 August 2023 (Report Date).
CORPORATE GOVERNANCE STATEMENT
The Company’s directors and management are committed to conducting the Group’s business in an ethical manner and
in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies
with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent
considered appropriate to the size and nature of the Group’s operations.
The Company has prepared a statement which sets out the corporate governance practices that were in operation
throughout the financial year for the Company, identifies any recommendations that have not been followed, and provides
reasons for not following such recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review
on the Company’s website (https://www.maggiebeer.com.au/investor-info/corporate-governance) and will be lodged
together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will
particularise each recommendation that needs to be reported against by the Company, and will provide shareholders with
information as to where relevant governance disclosures can be found.
The Company’s corporate governance policies and charters are all available on its website (https://www.maggiebeer.com.
au/investor-info/corporate-governance).
Number of Holdings of Equity Securities
As at the Report Date, the number of holders in each class of equity securities on issue in Maggie Beer Holdings Ltd
is as follows:
Class of Equity Securities
Fully paid ordinary shares
Options exercisable at $0.15 and expiring 16 July 2024
Options exercisable at $0.18 and expiring 16 July 2024
Options exercisable at $0.20 and expiring 16 July 2024
Options exercisable at $0.15 and expiring 28 October 2024
Options exercisable at $0.18 and expiring 28 October 2024
Options exercisable at $0.20 and expiring 28 October 2024
Voting Rights of Equity Securities
Number of holders
2,775
1
1
1
1
1
1
The only class of equity securities on issue in the Company which carry voting rights is ordinary shares.
As at the Reporting Date, there were 2,775 holders of a total of 352,439,920 ordinary shares of the Company. The voting
rights attaching to the ordinary shares as set out in clause 20 of the Company’s constitution are that every member who is
present at a general meeting and entitled to vote:
n on a show of hands, has one vote;
n on a poll, has one vote for each fully paid share the member holds; and
n in the case of a partly paid share, that fraction of a vote equivalent to the proportion which the amount paid up (excluding
any amount credited as paid up) on that partly paid share bears to the total issue price of that share. Amounts paid in
advance of a call are ignored when calculating the proportion.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2023
85
Distribution of Holders of Equity Securities
The distribution of holder of equity securities on issue in the company as at the Report Date is as follows:
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Unmarketable Parcels
Ordinary Fully Paid Shares
Total Holders
Units
% of Issued Capital
903
772
314
618
168
2,775
190,306
2,068,214
2,420,483
20,350,086
327,410,831
352,439,920
0.05
0.59
0.69
5.77
92.90
100
The number of holders of less than a marketable parcel of ordinary shares based on the closing market price
as at the Report Date is as follows:
Unmarketable Parcels
Minimum Parcel Size
Minimum $500 parcel at $0.155 per unit
3226
Holders
1,446
Units
1,294,953
Substantial Shareholders
As at the Report Date, the names of the substantial holders of Maggie Beer Holdings Ltd and the number of equity securities
in which those substantial holders and their associates have a relevant interest, as disclosed in substantial holding notices
given to the Company, are as follows:
Substantial Shareholder
Perennial Value Management Ltd
David Morgan Investments Pty Ltd
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