NEW ZEALAND COASTAL SEAFOODS LIMITED
ANNUAL REPORT - 30 JUNE 2022
CONTENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 2
PAGE
CORPORATE DIRECTORY
3
DIRECTORS’ REPORT
4
AUDITOR’S INDEPENDENCE DECLARATION
25
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
28
CONSOLIDATED STATEMENT OF CASH FLOWS
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31
DIRECTORS’ DECLARATION
62
INDEPENDENT AUDIT REPORT
63
ASX ADDITIONAL INFORMATION
67
CORPORATE DIRECTORY
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 3
DIRECTORS
Winton Willesee
Aldo Miccio
Erlyn Dawson
Evan Hayes
Nathan Maxwell-McGinn
COMPANY SECRETARY
Erlyn Dawson
REGISTERED AND PRINCIPAL OFFICE
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
Telephone:
(08) 9389 3130
Website:
www.nzcs.co
Email: info@nzcs.co
PRINCIPAL PLACE OF BUSINESS
7 Bolt Place
Christchurch, 8053
NEW ZEALAND
AUDITORS
Crowe Perth
Level 5, 45 St Georges Terrace
PERTH WA 6000
SHARE REGISTRY
Automic Registry Services
Level 5, 191 St Georges Terrace
PERTH WA 6000
Telephone:
(08) 9324 2099
HOME EXCHANGE
Australian Securities Exchange Ltd
Level 40, Central Park
152-158 St George’s Terrace
PERTH WA 6000
ASX Code: NZS and NZSOA
SOLICITORS
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 4
The Directors present their report together with the financial report of New Zealand Coastal Seafoods Limited
and its controlled entities (Group) for the financial year ended 30 June 2022 and the Auditor’s Report thereon.
BOARD OF DIRECTORS
The names and details of the Directors in office during the financial period and until the date of this report are
set out below.
Winton Willesee
Aldo Miccio
Erlyn Dawson
Jourdan Thompson (resigned 31 October 2021)
Evan Hayes
Nathan Maxwell-McGinn
PRINCIPAL ACTIVITIES
The Group is a secondary producer of nutraceutical, seafood products and premium marine ingredients.
Harnessing the country’s reputation for pure, pristine waters and fisheries provenance, the Group utilises raw
ingredients sourced from New Zealand’s finest deep-sea fishing companies, employing a nose-to-tail philosophy
to create a range of high-value products.
The Group’s mission is to share the sought-after flavours of sustainably sourced, nutritious, healthy and organic
goodness of New Zealand’s seafood with Asian and other consumers worldwide, through expanding distributor,
wholesale and consumer channels.
The Group’s growth strategy is focused on the development of a new nutraceutical product range to
complement increasing production and sales of its flagship, collagen-rich, dried ling maw range and its
developing high-value ready-to-eat FMCG products for export into new and existing markets.
DIVIDENDS PAID OR RECOMMENDED
The Directors of the Company do not recommend the payment of a dividend in respect of the current financial
year ended 30 June 2022 (2021: Nil).
OPERATING RESULTS
The Group’s net loss after providing for income tax for the year ended 30 June 2022 amounted to $4,445,282
(2021: $$3,578,638).
FINANCIAL POSITION
At 30 June 2022, total Group assets were $2,120,708 (2021: $5,625,593) and net assets were $693,675 (2021:
$4,066,078). Cash at bank was $686,346 (2021: $2,660,542).
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 5
REVIEW OF OPERATIONS
OPERATIONAL
Marine Collagen Product
Successful Commercialisation of High-Quality Marine Collagen Powder
Throughout the period, NZCS continued to advance the development of its flagship marine collagen product and
conducted trials with an affiliate of the Massey University of New Zealand to develop a formulation for improved
yield, as the Company continued to progress towards a commercial launch.
Subsequent to the 2022 Financial Year, the Company announced that it had successfully commercialised a new
hydrolised marine collagen powder to supply the world’s booming nutraceuticals market, following the
development of a more efficient, less costly process for collagen extraction from ling maw.
Ling maw, the swim bladder of the Ling fish species sustainably harvested from deep waters around southern
New Zealand, is widely recognised as one of the world’s richest protein foods and collagen makes up more than
90% of its content. NZCS is a specialist in the processing and supply of Ling maw as a ready-to-eat food, and the
hydrolysed collagen powder now becomes one of the Company’s flagship products for its high quality and high
value in the nutraceuticals market.
The new collagen product has multiple unique selling points based on the inherent qualities of marine collagen,
on New Zealand-harvested Ling and on the hydrolysing process to which NZCS owns proprietary rights.
NZCS believes its new product will be among the highest quality collagen powders available as a human dietary
supplement world-wide. Commercial production is about to commence and the Company is in sales discussions
with various consumer product companies.
In July 2022, the Company held a prestigious event which was attended by notable industry figures who praised
NZCS for their continued innovation and ongoing support for the New Zealand economy.
Ling Sales
Supply Agreement signed for NZ$793,000 of Dried Ling Maw
NZCS entered a Binding Contract Agreement with Aquadev Pty Ltd (“Aquadev”), a Victorian Food business
distributing seafood and meat products, for NZ$793,000 worth of Ling Maw, with NZ$317,500 of Ling Maw
delivered in July 2022, and an additional order worth NZ$475,500 planned for delivery in November 2022.
NZCS has supplied and packed Dried Ling Maw into Aquadev Pty Ltd branded 500g retail pack, with the Company
maintaining the ability to sell Ling Maw wholesale to other companies in Australia. The supply agreement
provided an indication that global trade is returning to normal and represents a significant sale for recently
appointed Chief of Sales, Peter Fletcher, as he continues to leverage his industry network.
Aquadev has had a strong response to the product, having successfully sold NZCS ling maw under the Fisher
Direct brand to a select number of leading international retailers. Based on the success of these first deliveries
to the retailers and highly positive feedback from customers, Aquadev has expanded its distribution into a
greater number of retailers. NZCS expects Aquadev to remain a strong customer for the Company.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 6
Wildfish Orders
In April 2021, the Company received a large order for Dried Ling Maw for a total of 1.5 tonnes from New Zealand
based company, Wild Fish Export Limited (“Wildfish”), with the order to be delivered to the customer in April
2021.
Wildfish is a New Zealand company based on the Wellington South Coast, which is focused on the supply of
premium quality live, chilled and frozen seafood. Wildfish harvest seafood from the clean cool waters which
form New Zealand’s Exclusive Economic Zone, under its world renowned sustainable quota management
system.
Wildfish Export Limited (“Wildfish”) has continued to remain a strong customer for NZCS, and a total of 1,146
kilograms of Ling Maw exported during 2022 Financial Year, with seafood waste stream products provided by
Wildfish being processed into pet food, for the Australasian market.
The Company continues to work with Wildfish regarding further sales opportunities for Ling Maw and other
NZCS products.
Expansion of Domestic Sales
NZCS expanded domestic sales, with over 100 SKUs of frozen fish products being made available to domestic
food businesses including restaurants and smokehouses, further building on baseline revenue, with domestic
sales forming a key part of NZCS strategy.
With an increasing number of domestic food businesses showing an interest in fish products from NZCS, the
Company will continue to pursue opportunities for growth in this market.
Supply Agreements
Supply Agreement with AstaMAZ NZ Ltd
NZCS entered a Supply Agreement with AstaMAZ NZ Ltd (“AstaMAZ”) playing a pivotal role in the consistent
supply of astaxanthin to support the Company’s strong sales of the product.
Under the Supply Agreement, AstaMAZ will provide NZCS with a minimum of 1,000 kilograms of astaxanthin per
annum and the option to purchase more, with ongoing monthly sales of astaxanthin underpinning the
Company’s transition to nutraceuticals, and strong growth forecast.
NZCS is implementing strategies to further establish its market share in Australia, which is an underdeveloped
market that presents a significant opportunity for the Company.
Marine Stewardship Council Certification
NZCS received marine Stewardship Council (“MSC”) certification with the Company now applying the MSC
ecolabel on certified products after approval.
NZCS’s supply agreement partner, Talley’s, is also MSC certified, hence NZCS’s supply chain is sustainable from
fishing to finished product, thereby providing a further competitive advantage over competitors who do not
purchase raw seafood products from suppliers that fish and source in a sustainable manner.
MSC is an international non-profit organisation dedicated to safeguarding seafood supply both immediately and
in the future, which strongly aligns with the Company’s practices of sustainability and environmental protection.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 7
NZCS Retail Ready Products
NZCS’s consumer focussed retail products were sold via a distributor into Australia, with the products now
available in Melbourne, Adelaide and Brisbane (where previously the products were sold only into Sydney). The
Company’s retail ready products consist of Cooked Ling, Abalone and Branded Dry Ling Maw.
Astaxanthin Sales
The Company realised strong Astaxanthin sales with the Company advancing positive discussions regarding
domestic distribution with its key clients and primary supplier.
In November 2021 NZCS cemented and underwrote its supply relationship of Astaxanthin Oil with long term key
client New Zealand Health Manufacturing (NZHM) Limited. In addition to NZHM, NZCS has continued to supply
other smaller NZ customers as well enter into discussions with other interested parties outside of the NZ market.
CORPORATE
Review of Operating Structure
NZCS conducted an Internal review of the Company’s operating structure, having identified cost saving
opportunities that utilise external expertise when required. This has resulted in changes in finance, operations
and sales functions, with seamless implementation and results including the appointment transfer of Peter
Fletcher to the Chief of Sales role and founding director Alex Li fulfilling Peter Fletcher’s vacated role as Head of
Operations.
Appointment of Chief Financial Officer
NZCS appointed Bruce Whall as Chief Financial Officer of the Company, an experienced senior finance and
business executive with wide ranging management experience and a clear understanding of the mechanics of
business.
Tax Credit Claim
The Company lodged a taxation credit claim with the New Zealand Inland Revenue Department (IRD) which has
been verified and endorsed by NZ based Scientific Crown Research Institute (CRI), Callaghan Innovation Limited,
which have assisted NZCS in product development to date.
This demonstrated that NZCS is a true marine product developer and innovator.
Environmental, Social and Governance Practices
NZCS continued to increase its commitment to Environmental, Social and Governance (ESG) practices through:
A Renewable Energy Supply Agreement with Meridian Energy to supply the Company’s processing facility and
offices with 100% renewable energy.
Further reduction of waste streams with by-products being processed into pet food and other nutraceutical
products.
Increased remuneration of processing facility staff to the Living Wage, which is higher than New Zealand’s
minimum governmental standards.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 8
AGM
The Company anticipates that it will hold its next Annual General Meeting (‘AGM’) on or before 17 November
2022.
In accordance with ASX Listing Rule 3.13.1, the closing date for the receipt of nominations from persons wishing
to be considered for election as a director of the Company is 29 September 2022.
Any nominations must be received in writing no later than 5.00pm (WST) on 29 September 2022 at the
Company’s registered office.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Significant changes in the state of affairs of the Group during the financial year are as set out in the Review of
Operations.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 7 July 2022 the Company announced the completion of the Company’s Share Purchase Plan Offer (SPP). The
Company received valid applications, with both Board and Management participating in the offer, for
32,250,000 ordinary shares under the SPP at an issue price of $0.005 per share with total funds raised being
$161,250.
On 13 July 2022 32,250,000 shares were issued at $0.005 for the new shares applied for under the SPP and
146,125,000 free attaching listed options exercisable at $0.100 expiring 18 July 2025 attributable to the SSBP
and the previously completed placement shares.
On 18 August 2022 the issue of shortfall SPP shares of 67,750,000 and 33,875,000 free attaching listed options
was completed. Listed options were issued as free attaching securities to the SPP shortfall shares and were
issued based on the formula of one option to be issued for every two shares subscribed for. The listed options
are exercisable at $0.100 expiring 18 July 2025.
Other than as noted above, no matter or circumstance has arisen since 30 June 2022 that has significantly
affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state
of affairs in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Company has no plans to alter its business model.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings to which the Group is a party for the purpose of
taking responsibility on behalf of the Group for all or part of those proceedings.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental regulation under Australian or New Zealand Laws.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 9
CORPORATE GOVERNANCE
The Board is responsible for the overall corporate governance of the Group, and it recognises the need for the
highest standards of ethical behaviour and accountability. It is committed to administrating its corporate
governance structures to promote integrity and responsible decision making.
The Group’s corporate governance structures, policies and procedures are described in its Corporate
Governance Statement which is available at the Group’s website at:
https://nzcs.co/investors/#gov
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 10
INFORMATION ON DIRECTORS
Winton Willesee – Non-Executive Chairman
Experience and
Expertise
Mr Willesee is an experienced company director and secretary with over 20 years of
experience in various roles within the Australian capital markets.
Mr Willesee has considerable experience with ASX listed and other companies over a broad
range of industries having been involved with many successful ventures from early stage
through to large capital development projects.
He has a core expertise in strategy, company development, corporate governance, company
public listings, merger and acquisition transactions and corporate finance
Mr Willesee holds a Master of Commerce, a Post-Graduate Diploma in Business (Economics
and Finance), a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in
Applied Corporate Governance, a Graduate Diploma in Education and a Bachelor of Business.
He is a Fellow of the Financial Services Institute of Australasia, a Graduate of the Australian
Institute of Company Directors, a Member of CPA Australia and a Fellow of the Governance
Institute of Australia and the Institute of Chartered Secretaries and Administrators/Chartered
Secretary.
Other Current
Directorships
Non-Executive Director of Neurotech International Limited (ASX: NTI)
Non- Executive Chairman of UUV Aquabotix Ltd (ASX: UUV)
Non-Executive Director of Hvgrovest Ltd (ASX: HGV)
Non-Executive Director of Nanollose Limited (ASX:NC6)
Former Public
Company
Directorships in last
3 years
Non-Executive Director of eSense Lab Ltd (ASX: ESE) (resigned 21 September 2021)
Special
Responsibilities
Chairman of the Board
Interests in Shares
and Options
2,500,000 ordinary shares
100,384 options exercisable at $0.0275 expiring 25 July 2022
6,750,000 Class A Performance Rights
6,750,000 Class B Performance Rights
Aldo Miccio – Executive Director
Experience and
Expertise
Prior to co-founding New Zealand Coastal Seafoods, Aldo was the mayor of Nelson, New
Zealand, and prior to that served as a Councillor of Nelson, beginning in 2007.
In 2010, Mr Miccio successfully sold Bissi Ltd, an apparel company he had started in 1998. He
is also former Managing Director of KELA and is the current chairman of Medical Kiwi Ltd.
Other Current
Directorships
None
Former Public
Company
None
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 11
Directorships in last
3 years
Special
Responsibilities
Executive Director
Interests in Shares
and Options
52,918,240 ordinary shares
13,566,000 options exercisable at $0.06 expiring 5 February 2023
4,500,000 Class A Performance Rights
4,500,000 Class B Performance Rights
Erlyn Dawson – Non-Executive Director
Experience and
Expertise
Mrs Dawson is an experienced corporate professional with a broad range of corporate
governance and capital markets experience, having been involved with several public
company listings, merger and acquisition transactions and capital raisings for ASX-listed
companies across a diverse range of industries.
Mrs Dawson began her career in corporate recovery and restructuring at Ferrier Hodgson
and is now the Managing Director of corporate services firm, Azalea Consulting, which
provides outsourced company secretarial, accounting and administration services to a
portfolio of ASX-listed companies.
Mrs Dawson holds a Bachelor of Commerce (Accounting and Finance) and a Graduate
Diploma in Applied Corporate Governance. She is a member of the Governance Institute of
Australia/Chartered Secretary.
Other Current
Directorships
Non-Executive Director of UUV Aquabotix Ltd (ASX: UUV)
Former Public
Company
Directorships in last
3 years
None
Special
Responsibilities
Company Secretary
Interests in Shares
and Options
8,000,000 options exercisable at $0.06 expiring 5 February 2023
4,500,000 Class A Performance Rights
4,500,000 Class B Performance Rights
Jourdan Thompson – Non-Executive Director (resigned 31 October 2021)
Experience and
Expertise
Mr Thompson is currently the Chief Financial Executive of Keytone Dairy Corporation Limited
(ASX: KTD) and is an experienced FMCG executive. In addition, Jourdan has over 15 years’
industry experience in investment banking, finance and restructuring both in Australia and
Europe. Jourdan has spent the last 10 years in investment banking, working most recently for
Greenhill & Co. as a director.
Other Current
Directorships
None
Former Public
Company
None
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 12
Directorships in last
3 years
Special
Responsibilities
None
Interests in Shares
and Options
8,000,000 options exercisable at $0.06 expiring 5 February 2023
Evan Hayes – Non-Executive Director
Experience and
Expertise
Mr Hayes is a highly accomplished Executive and Non-Executive Director with broad strategic
experience across a portfolio of board positions, and substantial experience in the health
industry including senior product development and operations roles with Factors,
Blackmores and BioCeuticals.
He is currently Asia Pacific Managing Director of Factors Group, Canada’s largest natural
health company and a Director of MGC Pharma, an ASX listed biotech & cannabis company.
He holds qualifications in biotechnology, biochemistry, six sigma, auditing and business
management, and over 10 years’ non-executive director experience across public, private
and ASX organisations.
As a highly respected scientist, specialising in medicines, both natural and biotech, he has the
unique capability of leveraging deep technical skills to develop real commercial outcomes.
Mr Hayes is particularly specialised in the management, set up and scaling of start-up
organisations, where there is a fast-moving environment balancing a need for strategy, scale,
business development, overseas expansion, risk and compliance.
Mr Hayes holds over 20 years’ experience in leading organisations in Australia and overseas,
and has worked in Europe, the USA and in Australia. He has a practical understanding of both
the FDA and the TGA with a detailed knowledge of strategic, financial, human resource and
compliance issues.
He also holds senior executive experience in the natural medicine sector, as well as extensive
consulting experience across portfolios including procurement, product development and
health economics for leading Australian organisations through his consulting organisations,
Relae and FIT Milestones.
Evan is passionate about natural products, experimental and clinical research, has initiated
and published research in diverse areas such as immunoassay development, probiotic
functionality, and Vitamin D insufficiency and is an author of multiple patents including one
world patent.
Other Current
Directorships
Non-Executive Director of MGC Pharmaceuticals Ltd (ASX:MXC)
Former Public
Company
Directorships in last
3 years
None
Special
Responsibilities
None
Interests in Shares
and Options
2,500,000 options exercisable at$ 0.035 expiring 9 March 2023
3,000,000 options exercisable at $0.060 expiring 5 February 2023
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 13
Nathan Maxwell-McGinn – Non-Executive Director
Experience and
Expertise
Mr Maxwell-McGinn is a co-founder, shareholder and marketing manager of JSJ Seafood Pty
Ltd (“JSJ Seafood”), a company which exports over $50 million annually of Australian and
International seafood to Asia, under the “Three Capes” brand. JSJ Seafood was formed in
2016 and is currently the largest exporter of rock lobster from Tasmania, with an established
trading and marketing division “Three Capes”, which utilises an extensive customer network
to market, promote and drive sales for selected clients globally.
JSJ Seafood has experienced continued high growth since launching in 2016, demonstrating
Mr Maxwell-McGinn’s ability to achieve financial growth and strategic milestones, driven by
his significant marketing experience and international contacts within the seafood sector.
He holds significant experience in international trade, marketing, business and brand
development, and has assisted companies in Europe, South America and Africa develop new
markets in Asia.
Former roles include Business Development Manager of Kailis Bros / Legend Group Holdings,
with Mr Maxwell-McGinn joining the company after the takeover of Kailis Bros by Legend
Group Holdings (Hong Kong). Under this role, he managed the export team and developed
key relationships with partners globally, launched the Kailis Brother export brand in Asia, and
established retail presence in HK.
He is the chair of the Seafood Trade Advisory Group, a group that has developed key
Government relationships in Canberra to provide advice on Free Trade Agreements and
Trade and Market access issues.
Mr Maxwell-McGinn also holds an MBA, has completed executive education at Harvard
University until recently been an active board member for the Fremantle Chamber of
Commerce advocating for Export businesses in Western Australia.
Other Current
Directorships
None
Former Public
Company
Directorships in last
3 years
None
Special
Responsibilities
None
Interests in Shares
and Options
2,500,000 options exercisable at$ 0.035 expiring 9 March 2023
3,000,000 options exercisable at $0.060 expiring 5 February 2023
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 14
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the Group and
has been audited in accordance with the requirements by section 308(3C) of the Corporations Act 2001 and the
Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of the Group are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Group, directly or
indirectly, including any Director (whether Executive or otherwise) of the Group.
Key Management Personnel disclosed in the Report
Names and positions held of Parent Entity Directors and Key Management Personnel in office at any time during
the financial year are:
Directors: Winton Willesee, Aldo Miccio, Erlyn Dawson, Jourdan Thompson (resigned 31 October 2021), Evan
Hayes, Nathan Maxwell-McGinn
Management: Peter Win, Andrew Peti, Alexander Zu Ming Li, Peter Fletcher, Bruce Walls (appointed 8 March
2022), Robert Wells (resigned 25 February 2022)
Remuneration Governance
The full Board filling the role of the Nomination and Remuneration Committee is responsible for the following:
(a) remuneration policies and practices;
(b) remuneration of the Executive Officer and Executive Directors;
(c) composition of the Board; and
(d) performance Management of the Board and of the Executive Officer.
Executive Remuneration Policy and Framework
The full Board reviews and make recommendations regarding the following:
(a) strategies in relation to Executive remuneration policies;
(b) compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior Executives
as appropriate;
(c) performance related incentive policies;
(d) the Group’s recruitment, retention and termination policies;
(e) the composition of the Board having regard to the skills/experience desired and skills/experience
represented;
(f) the appointment of Board members;
(g) the evaluation of the performance of the CEO;
(h) consideration of potential candidates to act as Directors; and
(i) succession planning for Board members.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 15
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of Key Management Personnel for
the economic entity is as follows:
The remuneration structure for Key Management Personnel is based on a number of factors, including the
particular experience of the individual concerned. The contracts for service between the Group and Key
Management Personnel are on a continuing basis, the terms of which are not expected to materially change in
the immediate future. There is no scheme to provide retirement benefits, other than statutory superannuation.
On appointment to the Board, all Executive and Non-Executive Directors enter into an agreement with the
Group. The Group’s executive Key Management Personnel and details of their remuneration and contractual
employment arrangements are set out below.
Key Management Personnel Remuneration
The remuneration of the Group’s Key Management Personnel is disclosed below:
2022
Salary ($)
Post
Retirement
benefits ($)
Other
benefits ($)
Equity Based
Payments
($)
Total ($)
Performance
related
DIRECTORS
Winton Willesee
60,000
-
-
61,710
121,710
51%
Aldo Miccio
95,000
-
-
41,140
136,140
30%
Erlyn Dawson
42,000
-
-
41,140
83,140
49%
Jourdan Thompson ¹
14,000
-
-
-
14,000
-
Evan Hayes
42,000
-
-
3,520
45,520
-
Nathan Maxwell-McGinn
42,000
-
-
3,520
45,520
-
MANAGEMENT
Peter Win
150,175
-
-
-
150,175
-
Andrew Peti
178,136
7,125
-
72,670
257,931
28%
Alexander Zu Ming Li
112,507
4,500
-
-
117,007
-
Peter Fletcher ²
128,734
8,605
-
28,395
165,734
17%
Bruce Whall ³
26,590
-
-
-
26,590
-
Robert Wells *
102,367
3,275
-
(10,588)
95,054
-
TOTAL
993,509
23,505
-
241,507
1,258,521
¹ Jourdan Thompson resigned 31 October 2021
² Peter Fletcher appointed 1 July 2021
³ Bruce Whall appointed 8 March 2022
* Robert Wells resigned 25 February 2022
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 16
Key Management Personnel Remuneration (continued)
Details of the Equity Based Payments comprising Performance Rights and Employee Options are set out in Note
28.
2021
Salary ($)
Post
Retirement
benefits ($)
Other
benefits ($)
Equity Based
Payments
($)
Total ($)
Performance
related
DIRECTORS
Winton Willesee
60,000
-
-
40,170
100,170
40%
Aldo Miccio
95,000
-
-
26,780
121,780
22%
Erlyn Dawson
46,662
-
-
26,780
73,442
36%
Jourdan Thompson
46,667
-
-
-
46,667
-
Evan Hayes
18,375
-
-
-
18,375
-
Nathan Maxwell-
McGinn
15,150
-
-
-
15,150
-
MANAGEMENT
Peter Win
154,048
-
-
-
154,048
-
Andrew Peti ¹
172,114
5,800
13,210
208,870 399,994
52%
Robert Wells
123,953
4,832
-
104,435
233,220
45%
Alexander Zu Ming Li
92,364
-
-
-
92,364
-
TOTAL
824,333
10,632
13,210
407,035
1,255,210
¹ Andrew Peti was appointed CEO on 13 July 2020
NB: In addition, members of the Board of NZCS Operations Ltd are paid NZ$10,000 for their role as director of
that subsidiary company.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 17
Key Management Personnel Compensation
Contractual employment arrangements of the Group’s Executive Key Management Personnel are as follows:
Peter Win (General Manager Business Development)
Term of agreement:
Ongoing with a notice period of two months
Details:
Contract for Service for the year ending 30 June 2022 of NZD$140,000 payable
monthly plus vehicle allowance NZ$17,248, to be reviewed annually by the
Nomination and Remuneration Committee.
Andrew Peti (Chief Executive Officer)
Term of agreement:
Ongoing with a notice period of two months
Details:
Contract for Service for the year ending 30 June 2022 of NZS$180,000 base salary plus
superannuation and the provision of a company vehicle paid fortnightly and a
performance bonus of $10,000. On the 29 July 2020 options were issued as part of an
Incentive Option Plan as approved by shareholders on 13 June 2019. Contract is to
be reviewed annually by the Nomination and Remuneration Committee. On 30 July
2021 the Group issued 2,000,000 Class C Performance Rights to Mr Andrew Peti.
Alexander Zu Ming Li (Director of NZCS Operations Limited)
Term of agreement:
Ongoing with a notice period of two months
Details:
Base salary of NZD$120,000 per annum plus GST if applicable for an average of 40
hours per week of services.
Peter Fletcher (Chief of Sales)
Term of agreement:
Details:
Ongoing with a notice period of two months
Mr Fletcher was appointed Chief of Sales on 1 July 2021 and his current contract is
base salary of NZS$135,000 plus superannuation and the provision of a company
vehicle paid fortnightly in arrears. An annual bonus of up to $NZD $30,000 may be
eligible to be paid dependant on meeting various key performance indicators. On
the 13 July 2021 options were issued as part of an Incentive Option Plan as approved
by shareholders on 13 June 2019.
Bruce Whall (Chief Financial Officer)
Term of agreement:
Details:
Ongoing with a notice period of one month
Mr Whall was appointed as a contract Chief Financial Officer on 8 March 2022 and
his current contract is AUD $200 per hour exclusive of GST paid monthly in arrears.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 18
Equity Instruments Disclosure Relating to Key Management Personnel
Shares:
Number of shares held by Parent Entity Directors and other Key Management Personnel of the Group, including
their personally related parties, are set out below.
Name
Balance at the
start of the
year
Acquired
Disposed
Other Balance at the
end of the
year
DIRECTORS
Winton Willesee
2,500,000
-
-
-
2,500,000
Aldo Miccio
52,918,240
-
-
-
52,918,240
Erlyn Dawson
-
-
-
-
-
Jourdan Thompson ¹
-
-
-
-
-
Evan Hayes
-
-
-
-
-
Nathan Maxwell-McGinn
-
-
-
-
-
MANAGEMENT
Peter Win
54,505,080
12,733,551
-
-
67,238,631
Andrew Peti
-
-
-
-
-
Robert Wells 4 -
-
- - -
Alexander Zu Ming Li
52,786,730
-
-
-
52,786,730
Peter Fletcher ²
-
-
-
-
-
Bruce Whall ³
-
-
-
-
-
TOTAL
162,710,050
12,733,551
-
-
175,443,601
¹ Jourdan Thompson resigned 31 October 2021
² Peter Fletcher was appointed 1 July 2021
³ Bruce Whall was appointed 8 March 2022
4 Robert Wells resigned 25 February 2022
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 19
Options:
Number of options held by Parent Entity Directors and other Key Management Personnel of the Group, including
their personally related parties, are set out below.
Name
Balance at the
start of the
year
Acquired
Disposed
Balance on
termination
or resignation
Balance at the
end of the
year
DIRECTORS
Winton Willesee
100,834
-
-
-
100,834
Aldo Miccio
13,566,000
-
-
-
13,566,000
Erlyn Dawson
8,000,000
-
-
-
8,000,000
Jourdan Thompson ³
8,000,000
-
-
(8,000,000)
-
Evan Hayes ¹
-
5,500,000
-
-
5,500,000
Nathan Maxwell-McGinn ¹
-
5,500,000
-
-
5,500,000
MANAGEMENT
Peter Win
13,566,000
-
-
-
13,566,000
Andrew Peti
10,000,000
-
-
-
10,000,000
Robert Wells ²
5,000,000
-
-
(5,000,000)
-
Alexander Zu Ming Li
13,566,000
-
-
-
13,566,000
Peter Fletcher ¹
-
5,000,000
-
-
5,000,000
Bruce Whall 4
-
-
-
-
-
TOTAL
71,798,834
16,000,000 -
(13,000,000)
74,798,834
¹ Options issued as part of an Incentive Option Plan as approved by shareholders on 13 June 2019
² Robert Wells resigned on 25 February 2022
³ Jourdan Thompson resigned 31 October 2021
4 Bruce Whall was appointed 8 March 2022
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 20
Performance Rights:
Number of Performance Rights held by Parent Entity Directors and other Key Management Personnel of the
Group, including their personally related parties, are set out below.
Name
Balance at the
start of the
year
Acquired
Disposed
Other
Balance at the
end of the
year
DIRECTORS
Winton Willesee
13,500,000
-
-
-
13,500,000
Aldo Miccio
9,000,000
-
-
-
9,000,000
Erlyn Dawson
9,000,000
-
-
-
9,000,000
MANAGEMENT
Andrew Peti
-
2,000,000
-
-
2,000,000
TOTAL
31,500,000
2,000,000
-
-
33,500,000
Voting and comments made at the Group’s 2021 Annual General Meeting
The Group received a 88.24% “yes” votes on its remuneration report for the 2021 financial year (2020: 67.58%
yes). The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration
practices.
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transactions occurred with related parties for the year ended 30 June 2022.
The aggregate amount recognised during the year relating to Directors, Key Management Personnel and their
related parties were as follows:
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 21
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
2022 ($)
2021 ($)
2022 ($)
2021 ($)
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders of Azalea
Consulting Pty Ltd)
Corporate
administration services
41,100
75,350 -
6,850
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders of Azalea
Corporate Services Pty
Ltd)
Corporate
administration services
66,000
75,350
-
- -
-
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders
of
Valle
Corporate Pty Ltd)
Bookkeeping and
accounting services
7,813
7,967 -
805
Total
114,913
83,317 -
7,655
This is the end of the Audited Remuneration Report.
DIRECTORS’ MEETINGS
Attendances by each Director during the year were as follows:
Director
Number Eligible
to Attend
Number
Attended
Winton Willesee
6
6
Aldo Miccio
6
6
Erlyn Dawson
6
4
Jourdan Thompson
2
2
Evan Hayes
4
4
Nathan Maxwell-McGinn
4
4
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a)
Indemnification
The Group has agreed to indemnify the current Directors and Group Secretary of the Group against all liabilities
to another person (other than the Group or a related body corporate) that may arise from their position as
Directors and Group Secretary of the Group, except where the liability arises out of conduct involving a lack of
good faith.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 22
The Agreement stipulates that the Group will meet to the maximum extent permitted by law, the full amount
of any such liabilities, including costs and expenses.
(b)
Insurance Premiums
During the year ended 30 June 2022, the Company paid insurance premiums in respect of Directors and Officers
Liability Insurance for Directors and Officers of the Company. The liabilities insured are for damages and legal
costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors
and Officers in their capacity as Directors and Officers of the Company to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
NON-AUDIT SERVICES
No non-audit services were provided by the Group’s auditor during the year ended 30 June 2022 or 30 June
2021.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the Group or any related entity against a liability incurred by the auditor. During the financial year, the Group
has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
SHARES
As at the date of this report there are 1,127,005,031 ordinary shares on issue.
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 23
OPTIONS
All options granted confer a right of one ordinary share for every option held. The Group has the following
unlisted options on issue at 30 June 2022:
Grant Date
Type
Expiry Date
Exercise
Price
Balance at end
of the year
Vested and
exercisable
($)
Number
Number
26/07/2019
Class A
05/02/2023
0.06
100,000,002
100,000,002
26/07/2019
Class B
25/07/2022
0.0275
30,000,000
30,000,000
30/06/2020
NZSOA
25/07/2022
0.0275
58,941,655
58,941,655
29/07/2020
Class D
30/06/2023
0.0200
5,000,001
5,000,001
29/07/2020
Class E
30/06/2023
0.0400
10,000,001
10,000,001
14/08/2020
NZSOA
25/07/2022
0.0275
70,643,771
70,643,771
04/12/2020
NZOAESC
25/07/2022
0.0275
5,000,000
5,000,000
30/07/2021
Class F
30/06/2024
0.02
1,650,000
1,100,000
30/07/2021
Class G
30/06/2024
0.04
3,350,000
2,233,333
09/12/2021
Class A
05/02/2023
0.06
6,000,000
6,000,000
09/12/2021
Class H
09/03/2023
0.035
5,000,000
5,000,000
Total
295,585,430
293,918,763
PERFORMANCE RIGHTS
All Performance Rights granted confer a right of one ordinary share for every performance right held. The Group
has the following Performance Rights on issue at 30 June 2022:
Grant Date
Type
Expiry Date
Balance at end
of the year
Vested and
exercisable
Number
Number
04/12/2020
Class A
14/12/2025
15,750,000
0
04/12/2020
Class B
14/12/2025
15,750,000
0
31/07/2021
Class C
31/12/2022
2,000,000
0
Total
33,500,000
0
DIRECTORS’ REPORT
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 24
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 for the
year ended 30 June 2022 has been received and can be found on page 25.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
Signed on behalf of the Board of Directors.
Winton Willesee
Non-Executive Chairman
Perth, Western Australia
30th September 2022
Crowe Perth
ABN 96 844 819 235
Level 5 45 St Georges Terrace
Perth WA 6000
PO Box P1213
Perth WA 6844
Australia
Main +61 (8) 9481 1448
Fax +61 (8) 9481 0152
www.crowe.com.au
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation. Liability limited other than for acts or omissions of financial services licensees.
© 2022 Findex (Aust) Pty Ltd
AUDITOR’S INDEPENDENCE DECLARATION
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for
the audit of New Zealand Coastal Seafoods Ltd for the year ended 30 June 2022, 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.
Crowe Perth
Sean McGurk
Partner
Signed at Perth, 30 September 2022
PAGE 25
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 26
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2022
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
CONTINUING OPERATIONS
Revenue
3
2,415,950
2,423,840
Other income
4
3,417
11,280
Cost of materials
(1,879,055)
(2,201,562)
Write-down of inventories
(181,302)
-
Corporate and administration expenses
(400,524)
(377,348)
Depreciation and amortisation expenses
(293,419)
(302,831)
Finance expenses
(74,827)
(77,237)
Employee benefits expense
(1,390,654)
(1,469,292)
Impairment of goodwill
-
(125,314)
Impairment of non-financial assets
(1,781,814)
-
Promotion and communication
(48,000)
(111,929)
Share based payments expense
(236,213)
(459,252)
Foreign exchange losses
-
(35)
Other operating expenses
(578,841)
(888,958)
(LOSS) BEFORE INCOME TAX
(4,445,282)
(3,578,638)
Income tax benefit
5
-
-
(LOSS) AFTER INCOME TAX
(4,445,282)
(3,578,638)
Other comprehensive income/(loss)
-
-
Items that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations
(101,939)
22,344
Total comprehensive (loss) for the period
(4,547,221)
(3,556,294)
Basic loss per share (cents per share)
25
(0.51)
(0.45)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction with
the accompanying notes.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2022
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
CURRENT ASSETS
Cash and cash equivalents
8
686,346
2,660,542
Trade and other receivables
9
257,794
230,809
Inventories
10
1,091,002
516,873
TOTAL CURRENT ASSETS
2,035,142
3,408,224
NON-CURRENT ASSETS
Term deposit
8
85,566
88,297
Property, plant and equipment
11
-
911,053
Right of use asset
13
-
1,218,019
TOTAL NON-CURRENT ASSETS
85,566
2,217,369
TOTAL ASSETS
2,120,708
5,625,593
CURRENT LIABILITIES
Trade and other payables
14
292,436
260,804
Lease liability
15
112,150
127,670
TOTAL CURRENT LIABILITIES
404,586
388,474
NON-CURRENT LIABILITIES
Lease liability
15
1,022,447
1,171,041
TOTAL NON-CURRENT LIABILITIES
1,022,447
1,171,041
TOTAL LIABILITIES
1,427,033
1,559,515
NET ASSETS
693,675
4,066,078
EQUITY
Contributed Equity
16
14,246,473
13,307,868
Reserves
17
1,432,359
1,298,085
Accumulated Losses
18
(14,985,157)
(10,539,875)
TOTAL EQUITY
693,675
4,066,078
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED
30 JUNE 2022
Contributed
Equity ($)
Accumulated
Losses ($)
Share Based
Payments
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
Balance at 1 July 2021
13,307,868
(10,539,875)
1,329,653
(31,568)
4,066,078
(Loss) for the year
-
(4,445,282)
-
-
(4,445,282)
Exchange Difference
-
-
-
(101,939)
(101,939)
Total comprehensive (loss)
-
(4,445,282)
-
(101,939)
(4,547,221)
Transactions with equity holders
in their capacity as equity holders
Shares Issued pursuant to Offer
1,000,000
-
-
-
1,000,000
Employee option expense
-
-
236,213
-
236,213
Share issue costs
(61,395)
-
-
-
(61,395)
Balance at 30 June 2022
14,246,473
(14,985,157)
1,565,866
(133,507)
693,675
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED
30 JUNE 2021
Contributed
Equity ($)
Accumulated
Losses ($)
Share Based
Payments
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
Balance at 1 July 2020
9,942,240
(6,961,237)
372,000
(53,912)
3,299,091
(Loss) for the year
-
(3,578,638)
-
-
(3,578,638)
Exchange Difference
-
-
-
22,344
22,344
Total comprehensive (loss)
-
(3,578,638)
-
22,344
(3,556,294)
Transactions with equity holders
in their capacity as equity holders
Shares Issued pursuant to Offer
4,074,500
-
-
-
4,074,500
Options issued to Lead Manager
-
-
317,624
-
317,624
Options issued to Underwriter
-
-
180,777
-
180,777
Shares issued to Advisors
14,708
-
-
-
14,708
Exercise of NZSOA options
46,813
-
- - 46,813
Employee option expense
-
-
459,252
-
459,252
Share issue costs
(770,393)
-
-
-
(770,393)
Balance at 30 June 2021
13,307,868
(10,539,875)
1,329,653
(31,568)
4,066,078
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 30
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE
2022
CONSOLIDATED
Notes
30 June 2022 ($)
30 June 2021 ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
2,747,310
2,766,364
Payments to suppliers and employees
(5,379,608)
(5,425,854)
Interest paid
(3,278)
(16,125)
Interest received
3,807
12,313
NET CASH USED IN OPERATING ACTIVITIES
19
(2,631,769)
(2,665,428)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
-
(167,791)
NET CASH USED IN INVESTING ACTIVITIES
-
(167,791)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
1,000,000
4,121,313
Share issue costs
(61,395)
(271,992)
Lease principal repayments
(235,663)
(197,272)
NET CASH PROVIDED BY FINANCING ACTIVITIES
702,942
3,652,049
Net (decrease)/increase in cash held
(1,928,827)
818,830
Cash and cash equivalents at beginning of financial year
2,660,542
1,841,712
Foreign exchange translation of cash balances
(45,369)
-
Cash and cash equivalents at end of financial year
8
686,346
2,660,542
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 31
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The primary accounting policies adopted in the preparation of the Financial Statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
(a)
General Information
New Zealand Coastal Seafoods Limited (Company) or (Entity) is a public Company limited by shares, incorporated
in Australia with operations in New Zealand. The Consolidated Financial Report of the Company as at and for
the year ended 30 June 2022 comprises the Company and its subsidiaries (together referred to as the
‘Consolidated Entity’ or ‘Group’).
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’
Report.
(b)
Basis of Preparation
The financial report is a general-purpose financial report which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the
Corporations Act 2001. The Group is a for profit entity for the purpose of preparing the Financial Statements.
(i)
Compliance with IFRS
The Financial Statements of the Group also comply with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standard Board (IASB).
The Financial Statements were approved by the Board of Directors on 30th September 2022.
(ii)
Historical cost convention
The financial report has been prepared on an accrual basis and is based on historical costs unless a different
measurement basis is specifically disclosed in the note associated with the item measured on a different basis.
All amounts are presented in Australian dollars, unless otherwise noted.
(iii)
Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(c)
Going Concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity
of normal business activities and the realisation of assets and settlement of liabilities in the normal course of
business.
For the year ended 30 June 2022, the Group has incurred an operating net cash outflow of $2,631,769, a net
loss after tax of $4,445,282 and fully impaired the $1,781,814 non-financial assets relating to its NZCS Operations
business.
The core business of NZCS has been significantly impacted by Covid 19 pandemic, the interruption of diagou
sales channels into Asia, and a corresponding reduction in Asian demand for the Group’s products. Further, the
NZCS Operations Limited business continues to be subject to all the risks inherent in the establishment of a
developing enterprise and the uncertainties arising from the absence of a significant operating history.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 32
Until such time as the Group can successfully re-establish previous markets impacted by the Covid 19 pandemic
and associated closures and/or develop new markets for existing and new products, and/or achieve scale
through strategic acquisitions, the Group expects to continue to incur operating losses and negative cash flows
with annual operating costs similar to levels incurred during the year ended 30 June 2022 in respect to NZCS
Operations Limited.
Recognising the challenges of reliably estimating and forecasting the timing of expected market demand in
unprecedented times, the Group has modelled two forecasts which have been considered by the Directors,
being:
-
a “base case forecast”, which reflects the Directors’ current expectations of future trading; and
-
a “downside forecast”, which reflects a severe downside situation.
The base case forecast reflects a best estimate of future trading and assumes a strong increase in demand for
the Company’s existing ling maw and nutraceutical products, as well as the successful implementation of
product diversification strategies to reduce our reliance on Asian markets. The base case forecasts also includes
an acquisition of a seafood wholesale business which is currently under negotiation.
The downside forecast assumes more subdued growth in demand for nutraceutical products and the level of
contribution from the successful acquisition of the seafood wholesale business currently under negotiation.
Both forecast models assume a significant expansion of the current operations with the addition of a seafood
wholesale business and the Group’s future operating results depend to a large extent on its ability to achieve
and manage this expansion and growth successfully. A failure to manage this growth effectively could materially
and adversely affect the results of operations.
During the year ended 30 June 2022 the Group depended on issues of equity securities to meet its cash
requirements. Under both forecast models the Group continues to have negative cash flows. As a result, the
Directors have estimated that the Group may require as much as NZ$2,200,000 over the course of the next
twelve months to carry out its business plan. There is no assurance that actual cash requirements will not exceed
these estimates. The Group will require additional finance to fund working capital and pay for operating
expenses and capital requirements until the Group achieves a positive cash flow.
The Group’s ability to carry out its business plan will be dependent upon the Group’s ability to access the
aforementioned additional capital. If the Group is unable to obtain such financing, it may be unable to
implement its business plan and growth strategies, respond to changing business or economic conditions,
withstand adverse operating results and compete effectively. If the Group is unable to access this additional
capital when required, it may be forced to scale down its operations and its ability to generate revenues may be
negatively affected.
As detailed above, the Group’s ability to continue as a going concern is dependent on its ability to access
additional capital through issues of equity or other means as may be necessary to pursue its business plans and
sustain operations until such time as the Group can achieve profitability and positive operational cashflows.
However, there can be no assurance that management will be successful in obtaining additional capital or in
attaining profitable operations.
After due consideration of the forecast models, the Directors consider that the Group has or has a realistic
prospect of being able to access sufficient liquidity to continue in operational existence for a period of at least
twelve months from the date of this report and, with reference to the relevant test in paragraph 25 of AASB101
are therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the
Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 33
However, the matters detailed above indicate a material uncertainty which may cast significant doubt over the
Group’s ability to continue as a going concern, and therefore whether the Group will realise its assets and settle
its liabilities in the ordinary course of business at the amounts recorded in the financial statements. The financial
statements do not include any adjustments relating to the recoverability and classification of assets carrying
amount or the amount of liabilities that might result should the Group be unable to continue as a going concern
and meet its debts as and when they fall due.
(d)
Impact of the adoption of new Accounting Standards
There were no new or amended Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board ('AASB') that required any changes in the Group’s accounting policies, and accordingly there
was no impact to the financial statements.
(e)
New Accounting Standards and interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The
Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most
relevant to the Group, are set out below.
Amendments to AASB 101 – Classification of Liabilities as Current or Non-current
The amendments to AASB 101 affect only the presentation of liabilities as current or non-current in the
statement of financial position and not the amount or timing of recognition of any asset, liability, income or
expenses, or the information disclosed about those items.
The amendments clarify that the classification of liabilities as current or non-current is based on rights that are
in existence at the end of the reporting period, specify that classification is unaffected by expectations about
whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if
covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to
make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets
or services.
The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with early
application permitted.
(f)
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements requires Management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities in the Financial Statements. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to the Group’s exposure to risks and uncertainties includes:
•
Capital management
Note 7
•
Financial instruments risk management and policies
Note 6
•
Sensitivity analyses disclosures
Note 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 34
Management continually evaluates its judgments and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
which have the most significant effect on the amounts recognised in the consolidated financial statements:
(i)
Determining the lease term of contracts with renewal and termination options – Group as lessee
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease
or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised,
when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and
circumstances that create an economical incentive to exercise an extension option, or not to exercise a
termination option, are considered at the lease commencement date. Factors considered may include the
importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension
option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are described below. The Group based its assumptions and estimates on
parameters available when the consolidated financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
(ii)
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar
assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation
is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include
restructuring activities that the Group is not yet committed to or significant future investments that will enhance
the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate
used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation
purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives
recognised by the Group.
The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity
analysis, are disclosed and further explained in Note 21.
(iii) Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which depends on the terms and conditions of the grant. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option or appreciation right, volatility and dividend yield and making assumptions about them. For the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 35
measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses
a Black Scholes model. The assumptions used for estimating fair value for share-based payment transactions are
disclosed in Note 28.
(iv) Development costs
The Group capitalises costs for product development projects. Initial capitalisation of costs is based on
management’s judgement that technological and economic feasibility is confirmed, usually when a product
development project has reached a defined milestone according to an established project management model.
In determining the amounts to be capitalised, management makes assumptions regarding the expected future
cash generation of the project, discount rates to be applied and the expected period of benefits. No amounts
have been capitalised as development costs for the year ended 30 June 2022 or 30 June 2021.
(v)
Lease – estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group
‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries
that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and
conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group
estimates the IBR using observable inputs (such as market interest rates) when available an and is required to
make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
(g)
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of New Zealand
Coastal Seafoods Limited ('company' or 'parent entity') as at 30 June 2022 and the results of all subsidiaries for
the year then ended. New Zealand Coastal Seafoods Limited and its subsidiaries together are referred to in
these financial statements as the Group.
Subsidiaries
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.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated
entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the consolidated entity.
(h)
Business Combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued, or liabilities incurred by the acquirer to former owners of the acquiree and the amount of
any non-controlling interest In the acquiree. For each business combination, the non-controlling interest in the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 36
acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets.
All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to
the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-
date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-
controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held
equity interest in the acquirer.
(i)
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually
for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired and
is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss
and are not subsequently reversed.
(j)
Foreign Currency translation
Functional and presentation currency
Items included in the Financial Statements of each of the Group entities are measured using the currency of the
primary economic environment in which the Entity operates (‘the functional currency’). The Consolidated
Financial Statements are presented in Australian dollars (A$), which is the Group’s functional and presentation
currency.
The functional currency of the subsidiaries of the parent entity that are incorporated in New Zealand is the New
Zealand Dollar (NZD$).
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Translation of Foreign Operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rate at
the reporting date.
The Statement of Profit or Loss and Other Comprehensive Income is translated at the average exchange rates
for the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 37
The exchange differences arising on the translation are taken directly to a separate component of equity. On
disposal of the foreign entity, the deferred cumulative amount recognised in equity relating to that foreign
operation will be recognised in the Statement of Profit or Loss and Other Comprehensive Income.
(k)
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected
to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer,
the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the
contract; determines the transaction price which takes into account estimates of variable consideration and the
time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when
or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods
or services promised.
Revenue from the sale of goods is recognised at the point in time when the customer accepts liability and obtains
control of the goods, which is dependent on the specific contractual terms of sale with the customer.
(l)
Other income
Interest Income
Interest income is recognised using the effective interest method. The effective interest method uses the
effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the
expected life of the financial asset.
(m)
Income Tax Expenses or Benefit
The income tax expense for the year comprises current and deferred tax. Income tax is recognised in the profit
or loss, except to the extent that it relates to items recognised directly in equity or in other comprehensive
income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit and differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using
tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
(n)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 38
(o)
Inventories
Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimate of the
selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition.
(p)
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days. Collectability of trade receivables is reviewed on an ongoing basis.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. Customers with heightened credit risk are provided for
specifically based on historical default rates and forward-looking information. Trade receivables are written off
when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group. Other
receivables are recognised at amortised cost, less any provision for impairment.
(q)
Property, Plant and Equipment
Items of property, plant and equipment are initially recorded at historical cost less accumulated depreciation.
Depreciation is calculated on the straight-line method to write off the cost of the assets to their residual values
over their estimated useful life.
The annual rates used for this purpose, which are consistent with those used in previous years, are as follows:
Improvements to premises
10%
Plant and equipment
10-40%
Furniture and fittings
50%
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the item will flow to the Group and
the cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs
and maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the
financial year in which they are incurred.
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of
financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included
in the income statement.
(r)
Trade and Other Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received prior to the end of
the period, whether or not billed to the Group before reporting date. Trade accounts payable are normally
settled within 60 days.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 39
Financial liabilities are initially measured at their fair value and subsequently measured at amortised cost using
the effective interest rate method.
Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged
or cancelled.
(s)
Employee Benefits
Short term Employee Benefit Obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ service up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee
benefit obligations are presented as payables.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits at the earlier of the following dates:
(a)
when the Group can no longer withdraw the offer of those benefits; and
(b) when the Group recognises costs for a restructuring that is within the scope of AASB 137 and involves the
payment of terminations benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based
on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the
end of the reporting period are discounted to present value.
(t)
Share-based payments
Share-based payments which have been granted to employees comprise of shares, performance rights and
share options.
Shares
The value of shares granted and issued to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share capital). The value of shares granted and vested
to key management personnel in one year, which will be issued in a future year are recognised as an employee
benefit expense with a corresponding increase in equity (share capital reserve). Upon issuing of the shares, the
value in the share capital reserve will be transferred to share capital.
The value of shares granted and in the process of vesting to key management personnel are recognised as an
employee benefit expense with a corresponding increase in equity (share based payments reserve). Upon
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 40
vesting and subsequent issue of the shares, the value in the share-based payments reserve will be transferred
to share capital.
The basis for the value recognised for each share is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
Performance rights
The value of performance rights granted to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share based payments reserve). The performance
options granted will vest if, and when the attached performance conditions are met.
In the year in which the performance rights become vested, the value of performance rights which have vested
will be recognised in share capital reserve.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital.
The basis for the value recognised for each performance right is the share price at the time when the terms of
the grant are agreed between the Group and the counter party.
Share options
The fair value of options granted to employees (including Key Management Personnel) is recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair
value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options. The fair value at grant date is determined using a Black-Scholes option
pricing model that takes into account the exercise price, the term of the option, the vesting and performance
criteria, the impact of dilution, the non-tradable nature of the option, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term
of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the Entity revises its
estimate of the number of options that are expected to become exercisable. The employee benefit expense
recognised in each period takes into account the most recent estimate.
This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them.
(u) Share-based Payment Transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as consideration for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group measures
the value of equity instruments granted at the fair value of the goods and services received, unless that fair value
cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by
the by reference to the fair value of the instruments granted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 41
(v)
Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options
associated with the acquisition of a business are included as part of the purchase consideration.
(w)
Earnings or Loss per share
Basic earnings or loss per share are calculated by dividing the net profit or loss attributable to members of the
Parent Entity for the reporting period by the weighted average number of ordinary shares of the Group.
(x)
Fair Value
The fair values of financial assets and liabilities are determined in accordance with generally accepted pricing
models based on estimated future cash flow. There are currently no assets and liabilities which require fair
valuing under the measurement hierarchy. Due to their short-term nature, the carrying amounts of the current
receivables and current payables are assumed to approximate their fair value.
(y)
Goods and Services Tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from,
or payable to, the Government Taxing Authorities is included as a current asset or liability in the statement of
financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, the Government Taxing
Authorities are classified as operating cash flows.
(z)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
the Group'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 Group'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.
(aa)
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 42
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of
disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other assets or groups of assets. When the
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
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. In determining fair value less costs of disposal, recent market transactions are taken into account. If no
such transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are
prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets
and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied
to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense
categories consistent with the function of the impaired asset, except for properties previously revalued with the
revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any
previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount
since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset
does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the
reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually as at 30 June and when circumstances indicate that the carrying
value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to
which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually as at 30 June at the CGU level,
as appropriate, and when circumstances indicate that the carrying value may be impaired.
(bb)
Right of use asset and corresponding lease liability
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 Group expects to obtain ownership of the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 43
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 re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
The right-of-use assets are also subject to impairment assessment. Refer to accounting policies in Note (bb)
(impairment of non-financial assets)
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 Group’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.
2.
SEGMENT INFORMATION
The Directors have considered the requirements of AASB 8 – Operating segments. Operating segments are
identified, and segment information disclosed on the basis of internal reports that are regularly provided to, or
reviewed by, the Group’s chief operating decision maker, which is the Board of Directors. In this regard, such
information is provided using similar measures to those used in preparing the consolidated statement of profit
or loss and other comprehensive income, consolidated statement of financial position and consolidated
statement of cash flows.
One segment is identified, being the processing, distribution and export of premium seafood products in New
Zealand.
The operation of the parent company New Zealand Coastal Seafoods Limited is considered to be part of the
segment as its sole purpose is to provide financial, operational and strategic support to subsidiary entities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 44
3.
REVENUE
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Sales of products
Ling Maw
2,034,721
1,844,446
Nutraceuticals
345,191
550,307
Other
36,038
29,087
2,415,950
2,423,840
Location of customers
New Zealand
1,308,851
1,229,849
Rest of the world
1,107,099
1,193,991
2,415,950
2,423,840
4.
OTHER INCOME
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Interest income
3,807
11,280
Other income
(390)
-
3,417
11,280
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 45
5.
INCOME TAX
CONSOLIDATED
30 June 2022($)
30 June 2021 ($)
The reconciliation between tax expense and the prima facie tax on the
Group’s accounting loss before income tax is as follows:
Accounting (loss) before income tax
(4,445,282)
(3,578,638)
Income tax benefit calculated at the Group's statutory income tax rate
of 30% (2021: 30%)
1,333,585
1,073,591
Tax effect of non-deductible share-based payments
(70,864)
(137,776)
Tax effect of tax losses not brought to account
(1,262,721)
(935,815)
Income tax benefit
-
-
The total tax losses not brought to account is estimated at $5,948,070 (2021: $3,284,602). This includes the tax
losses from foreign domiciled subsidiaries of $2,830,329 (2021: $1,146,118).
The benefit for tax losses will only be obtained if:
(a) the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the losses to be realised;
(b) the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
6.
FINANCIAL RISK MANAGEMENT
i. Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks
arise in the normal course of business, and the Group manages its exposure to them in accordance with the
Group’s portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity
and flexibility of the Group’s operations and activities.
This note presents information about the Group's exposure to each of the above risks, their objectives, policies
and processes for measuring risk and the management of capital.
The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for
approving and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for
monitoring appropriate processes for identifying, monitoring and managing significant business risks faced by
the Group and considering the effectiveness of its internal control system.
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk
oversight, management of material business risks and internal control.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 46
The Group holds the following financial instruments:
CONSOLIDATED
30 June 2022 ($)
30 June 2021($)
Financial assets
Cash and cash equivalents
686,346
2,660,542
Trade and other receivables
257,794
230,809
944,140
2,891,351
Financial Liabilities
Trade and other payables
292,436
260,804
292,436
260,804
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if a counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks
only with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 47
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Trade receivables
Existing customers with no defaults in the past, within terms
55,387
97,034
Counterparties without external credit rating, past due and impaired
Gross Value
-
-
Doubtful Debt Provision
-
-
Net Value
-
-
55,387
97,034
Cash at bank and on deposit
Cash at bank and on hand
686,346
386,463
Cash on deposit at call
-
2,274,079
686,346
2,660,542
iv.Liquidity Risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has
determined an appropriate Liquidity Risk Management Framework for the management of the Group’s short,
medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves and continuously monitoring budgeted and actual cash flows and matching the
maturity profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2022
Trade payables
292,436
-
-
292,436
292,436
Borrowings
-
-
-
-
-
Total
292,436
292,436
292,436
Group - at 30 June 2021
Trade payables
228,123
228,123
228,123
Borrowings
-
-
-
-
-
Total
228,123
228,123
228,123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 48
v. Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s
income or the value of its holdings of financial instruments. The objective of Market Risk Management is to
manage and control market risk exposures within acceptable parameters, while optimising return.
vi. Foreign Exchange Risk
The Group is exposed to currency risk on financial assets or liabilities that are denominated in a currency other
than the respective functional currencies of the Group's, the Australian Dollar (AUD) for Parent Entity and the
New Zealand Dollar (NZD) for the subsidiaries of Consolidated Entity.
The Parent Entity which has a functional currency of Australian Dollars has no exposure to foreign exchange risk
as there are no financial assets or liabilities denominated in a foreign currency (30 June 2021: nil). The
subsidiaries of the of the Parent Entity, which have a functional currency of the New Zealand Dollar (NZD) have
no exposure to foreign exchange risk as there are no external financial assets or liabilities denominated in a
foreign currency (30 June 2021: nil).
The Group maintains the majority of cash balances in Australian Dollars (AUD), but the New Zealand bank
accounts denominated in New Zealand dollars (NZD) are subject to foreign currency translation gains or losses
in the preparation of the consolidated financial statements.
The Group does not hedge its AUD / NZD exchange rate exposure as the foreign currency risk is considered
immaterial.
vii. Interest Rate Risk
The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents.
Whilst the Group has interest-bearing cash balances of $686,346, its income and operating cash flows are
substantially independent of changes in market interest rates. The Group has no interest-bearing liabilities and
as such does not actively manage exposure to interest rate risk.
Profile
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial
instruments are:
Variable Rate Instruments
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Cash and deposits
686,346
2,660,542
Borrowings
-
-
686,346
2,660,542
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 49
At 30 June 2022, the Group had cash balances of $686,346 as follows:
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Cash at bank and on hand
686,346
386,463
Cash on deposit at call
-
2,274,079
686,346
2,660,542
30 June 2022
30 June 2021
Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate
risk as exposure to such risk was not deemed to be significant by the directors since these assets are of a short-
term nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably probable at the end of the reporting period to be immaterial.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
The Board’s assessment of a reasonably possible change in interest rates relating to the Company’s Cash and
Cash equivalents and borrowings is disclosed in the table below
Number of basis points
Cash and cash equivalents
25
Borrowings
100
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates
at the end of the reporting period to be immaterial based on the current amounts of cash and cash equivalents
and applicable interest rates.
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
Cash and cash equivalents
1%
686,346
-
686,346
Borrowings
-
-
-
-
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
Cash and cash equivalents
1%
2,660,542
-
2,660,542
Borrowings
-
-
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 50
7.
CAPITAL MANAGEMENT
When managing capital, the Board’s objective is to ensure the Group continues as a going concern as well as to
maintain optimal returns to Shareholders and benefits for other Stakeholders. The Board also aims to maintain
a capital structure that ensures the lowest cost of capital available to the Group.
In order to maintain or adjust the capital structure, the Board may return capital to shareholders or issue new
shares. The Group would look to raise capital when an opportunity to invest in a business or company was seen
as value adding relative to the current company's share price at the time of the investment. The Group has no
formal financing and gearing policy or criteria during the year having regard to the early status of its
development and low level of activity. This position has not changed from the previous year.
8.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following
Consolidated Statement of Financial Position amounts:
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Cash at Bank and on hand
686,346
386,463
Cash deposits
-
2,274,079
686,346
2,660,542
Refer to Note 6 Financial Risk Management for risk exposure analysis for Cash and cash equivalents.
At 30 June 2022, the Group has a security deposit of $85,566 (2021: $88,297) relating to the Company's lease
with Christchurch International Airport (CIAL) which requires a Bank Guarantee. BNZ has issued this for CIAL,
securing with the Term Deposit.
9.
TRADE AND OTHER RECEIVABLES
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Trade receivables
55,387
97,034
Allowance for expected credit losses
-
-
Net Trade receivables
55,387
97,034
Other debtors
20,800
-
GST Receivable
38,863
33,738
Prepayments
142,744
100,037
257,794
230,809
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 51
10.
INVENTORIES
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Raw Materials – at cost
91,726
59,056
Work in progress – at cost
158,055
34,705
Finished goods - net realisable value
841,221
423,112
1,091,002
516,873
Inventories have been reduced by $181,302 as a result of the write-down to net realisable value. The amount of
the write-off has been recognised as an expense in the statement of profit or loss and other comprehensive
income.
11.
PROPERTY, PLANT AND EQUIPMENT
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Improvements to leasehold premises – at cost
680,320
702,037
Accumulated depreciation and impairment losses
(680,320)
(84,409)
-
617,628
Plant and equipment – at cost
337,162
347,924
Accumulated depreciation and impairment losses
(337,162)
(81,431)
-
266,493
Furniture and equipment – at cost
57,718
59,560
Accumulated depreciation and impairment losses
(57,718)
(32,628)
-
26,932
-
911,053
Improvements to
leasehold premises
Plant and
equipment
Furniture and
equipment
Total
Year ended 30 June 2022
Balance at 1 July 2021, net of
accumulated depreciation
617,628
266,493
26,932
911,053
Additions
-
-
-
-
Impairment loss
(538,670)
(197,298)
(13,140)
(749,108)
Depreciation expense
(62,220)
(64,241)
(13,472)
(139,933)
Foreign currency translation
(16,738)
(4,954)
(320)
(22,012)
Balance at 30 June 2022, net of
accumulated depreciation and
impairment
-
-
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 52
Improvements to
premises
Plant and
equipment
Furniture and
equipment
Total
Year ended 30 June 2021
Balance at 1 July 2020, net of
accumulated depreciation
665,560
193,364
41,840
900,764
Additions
22,150
136,383
9,258
167,791
Disposals/Write off
-
(1,033)
-
(1,033)
Depreciation expense
(67,492)
(61,445)
(24,008)
(152,945)
Foreign currency translation
(2,590)
(776)
(158)
(3,524)
Balance at 30 June 2021, net of
accumulated depreciation
617,628
266,493
26,932
911,053
12.
INTANGIBLE ASSETS
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Goodwill on consolidation
-
125,119
Accumulated impairment
-
(125,119)
-
-
The Group acquired Kiwi Dreams International Limited on 6 April 2020 and the acquisition price incorporated
goodwill on consolidation was fully impaired as at 30 June 2021. The goodwill and accumulated impairment
were written off during the year following the deregistration of Kiwi Dreams International Limited on 16
December 2021.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 53
13.
RIGHT OF USE ASSETS
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Land and buildings
1,311,092
1,352,945
Accumulated depreciation and impairment losses
(1,311,092)
(202,916)
-
1,150,029
Motor vehicles
132,269
118,804
Accumulated depreciation and impairment losses
(132,269)
(50,814)
-
67,990
-
1,218,019
During the year, the Group recognised an impairment loss of $1,032,706 in relation to its right of use assets.
The Group signed a lease for a new factory commencing in September 2019 for a period of 6 years with a 6 year
right of renewal. The lease had an initial rent-free period until January 2020. The Group also has two vehicle
leases covering a period of 36 months. There were no new right of use assets acquired during the year. Refer
Note 15 Lease Liabilities.
14.
PAYABLES
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Trade payables
94,847
228,122
Accrued expenses
114,912
32,682
Insurance Premium Funding
46,054
-
Income in advance
36,623
-
292,436
260,804
15.
LEASE LIABILITIES
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Lease liabilities - current
112,150
127,670
Lease liabilities – non-current
1,022,447
1,171,041
1,134,597
1,298,711
The Group signed a lease for a new factory commencing in September 2019 for a period of 6 years with a 6 year
right of renewal. The lease had an initial rent-free period until January 2020. The Group also has three vehicle
leases and one forklift covering a period of 36 months. Refer Note 13 Right of Use Assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 54
16.
CONTRIBUTED EQUITY
CONSOLIDATED
2022 (Shares)
2021 (Shares)
2022 ($)
2021 ($)
Ordinary Shares
1,027,005,031
827,005,031
14,246,473
13,307,868
Total Share Capital
1,027,005,031
827,005,031
14,246,473
13,307,868
(a)
Movements of share capital during the period
Date
Details
No of shares
Issue price ($)
$
Opening Balance as at 1 July 2021
827,005,031
13,307,868
Shares issued pursuant to Share Placement
200,000,000
0.005
1,000,000
Cost of Share Issue
(61,395)
Balance as at 30 June 2022
1,027,005,031
14,246,473
Ordinary Shares
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital.
17.
RESERVES
CONSOLIDATED
Share Based
Payments
Reserve ($)
Foreign Currency
Translation Reserve
($)
Total ($)
Balance at 30 June 2021
1,329,653
(31,568)
1,298,085
Employee option expense
236,213
-
236,213
Foreign exchange movement
-
(101,939)
(101,939)
Balance at 30 June 2022
1,565,866
(133,507)
1,432,359
(a)
Share-based payments Reserve
The share-based payments reserve represents the value of employee options issued on 20 July 2021. For details
of the Employee option expenses refer to Note 28 related party transactions.
(b)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of financial
information of the Group’s New Zealand subsidiaries which have a functional currency of the New Zealand
Dollar.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 55
18.
ACCUMULATED PROFIT/(LOSS)
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Accumulated (loss) at the beginning of the year
(10,539,875)
(6,961,237)
(Loss) after income tax
(4,445,282)
(3,578,638)
Accumulated (loss) at the end of the year
(14,985,157)
(10,539,875)
19.
CASH FLOW INFORMATION
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
(4,445,282)
(3,578,638)
Employee options expense
236,213
459,252
Non-cash share issue costs
-
14,708
Depreciation & amortisation
293,419
302,831
Lease interest expense
71,549
74,424
Loss on disposal of plant and equipment
-
1,033
Impairment of goodwill
-
125,119
Impairment of non-financial assets
1,781,814
-
Inventory write-down
181,302
-
Changes in assets & liabilities
Increase in trade and other receivables
(26,985)
(18,306)
Increase in inventories
(755,431)
(43,139)
Increase/(Decrease) in trade and other payables
31,632
(28,926)
(Decrease)/Increase arising from exchange rate movements
-
26,214
Cash flow used in Operating Activities
(2,631,769)
(2,665,428)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 56
20.
INTERESTS IN OTHER ENTITIES
Ownership Interest held
by the Group
Name of Entity
Place of
business/country
of incorporation
2022
2021
Principal Activities
NZCS Operations Limited
New Zealand
100%
100%
The processing, distribution and
export of premium seafood
products in New Zealand.
Kiwi Dreams International Limited ¹
New Zealand
-
100%
Developer
of
innovative
nutraceutical
products
and
services
¹ Kiwi Dreams International Limited was deregistered on 16 December 2021 and the business operations
transferred to NZCS Operations Limited.
21.
NZCS Operations Limited cash-generating unit
The Accounting Standards prohibit the inclusion of revenues from new products including the Company’s
new collagen product and any potential acquisitions, including that referred to in its announcement of 6
April 2022 should it proceed.
Accordingly, the impairment testing includes only revenues from the Company’s maw business.
The continued low level of demand for the Group’s products through the financial year resulted in
management performing an impairment test as at 30 June 2022 for the NZCS Operations Limited subsidiary
company, which is the Group’s only cash-generating unit. The Group used the cash-generating unit’s value-
in-use to determine recoverable amount. The projected cash flows used reflected the anticipated increase
in demand for the cash-generating unit’s current products and a pre-tax discount rate of 3.85% was applied.
Cash flows beyond the five-year period have been extrapolated using a 1.1% growth rate. As a result of this
analysis management recognised an impairment charge of $1,781,814 against non-financial assets of
$1,781,814 in the consolidated statement of profit or loss.
The non-financial assets of the cash-generating unit have been fully impaired and as such any adverse change
in a key assumption will not result in any further impairment loss.
The growth rate assumption of 1.1% is based on the forecast growth in the New Zealand seafood processing
industry over the five year period from 2022 to 2027.
The discount rate assumption of 3.85% reflects the current market assessment of the risks specific to the
NZCS Operations Limited cash-generating unit and was estimated based on the weighted average cost of
capital of the Group.
22.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 7 July 2022 the Company announced the completion of the Company’s Share Purchase Plan Offer (SPP). The
Company received valid applications, with both Board and Management participating in the offer, for
32,250,000 ordinary shares under the SPP at an issue price of $0.005 per share with total funds raised being
$161,250.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 57
On 13 July 2022 32,250,000 shares were issued at $0.005 for the new shares applied for under the SPP and
146,125,000 free attaching listed options exercisable at $0.100 expiring 18 July 2025 attributable to the SSP and
the previously completed placement shares.
On 18 August 2022 the issue of shortfall SPP shares of 67,750,000 and 33,875,000 free attaching listed options
was completed. Listed options were issued as free attaching securities to the SPP shortfall shares and were
issued based on the formula of one option to be issued for every two shares subscribed for. The listed options
are exercisable at $0.100 expiring 18 July 2025.
Other than as noted above, no matter or circumstance has arisen since 30 June 2022 that has significantly
affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state
of affairs in future financial years.
23.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and
its related parties.
CONSOLIDATED
30 June 2022 ($)
30 June 2021 ($)
Audit and Other Assurance Services
Crowe Australasia (affiliate of Findex)
49,436
47,432
Total remuneration for Audit and Other Assurance Services
49,436
47,432
Other Service
Non auditing service - Crowe Australasia (affiliate of Findex)
-
-
Total remuneration for Other Service
-
-
24.
COMMITMENTS
The Group has a Lease Agreement in respect of premises in Christchurch, New Zealand. The Group has 2 motor
vehicle non-cancellable operating leases. Refer to Note 15 for details of the lease liabilities.
25.
LOSS PER SHARE
30 June 2022 ($)
30 June 2021 ($)
Basic loss per share (cents per share)
(0.51)
(0.45)
(Loss) used in the calculation of Earnings (Loss) Per Share
(4,445,282)
(3,578,638)
Weighted average number of ordinary shares
873,580,373
801,659,604
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 58
26.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any other
material contingent liabilities outstanding at 30 June 2022.
27.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2022 and 30 June 2021, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities.
The fair values of non-current financial assets and non-current financial liabilities are not materially different
from their carrying amounts.
28.
RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is New Zealand Coastal Seafoods Limited, which owns 100% of the issued
ordinary shares of NZCS Operations Limited (directly) and Kiwi Dreams International Limited which is a subsidiary
of NZCS Operations Limited. All subsidiaries are incorporated in New Zealand. Refer to Note 20.
Wholly-owned Group transactions
Loans made by New Zealand Coastal Seafoods Limited to wholly owned subsidiary companies are contributed to
meet required expenditure and are payable on demand and are not interest bearing.
Key Management Personnel
30 June 2022 ($)
30 June 2021 ($)
Short-term employee benefits
993,509
824,333
Post-employment benefits
23,505
10,632
Equity based payments
241,507
407,035
Other benefits
-
13,210
1,258,521
1,255,210
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2022 are provided in the
Remuneration Report on pages 14 to 21.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 59
Equity Based Payments
The component of equity-based payments included in the remuneration of Directors and Executives for the year
to 30 June 2022 is detailed as follows:
Issue Date
Number Issued
Total ($)
PERFORMANCE RIGHTS
Winton Willesee*
04/12/2020
13,500,000
61,710
Aldo Miccio*
04/12/2020
9,000,000
41,140
Erlyn Dawson*
04/12/2020
9,000,000
41,140
Andrew Peti**
30/07/2021
2,000,000
-
Total Performance Rights
33,500,000
143,990
EMPLOYEE OPTIONS
Evan Hayes ³
09/12/2021
5,500,000
3,520
Nathan Maxwell-McGinn ³
09/12/2021
5,500,000
3,520
Andrew Peti
29/07/2020
10,000,000
72,670
Peter Fletcher ¹
30/07/2021
5,000,000
28,395
Total Employee Options
26,000,000
108,105
Options forfeited ²
(10,588)
TOTAL
241,507
*The Performance Rights were issued following shareholder approval and have an expiry date of 30 November
2025. The face value on the date of issue based on the share price of $0.026 was $819,000 and the expense
recognised in the financial year is pro-rata based on the number of days from the issue date to the expiry date.
**The performance rights issued on 30 July 2021 to Andrew Peti have an expiry date of 31 December 2022. The
face value on the date of issue based on the share price of $0.013 was $26,000. No expense was recognised in the
financial year because the milestones were not met. The performance rights automatically lapsed at 30 June 2022.
¹ For the employee options granted during the current financial year, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Option Class
Grant date
Expiry date
Share price at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Class F
20/07/2021
30/06/2024
$0.013
$0.02
117%
0%
0.02%
Class G
20/07/2021
30/06/2024
$0.013
$0.04
117%
0%
0.02%
The options vest in 3 equal components on 20 July 2021, 30 June 2022 and 30 June 2023. As at 30 June 2022,
3,333,333 of these options had vested.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 60
²1,666,664 employee options previously expensed were forfeited during the current financial year due to the
termination of the employment of the option holders.
³ For the director options granted during the current financial year, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Option Class
Grant date
Expiry date
Share price at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Class A
09/12/2021
05/02/2023
$0.009
$0.06
100%
0%
0.55%
Class H
09/12/2021
09/03/2023
$0.009
$0.035
100%
0%
0.55%
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transaction occurred with related
parties for the year ended 30 June 2022.
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
2022 ($)
2021 ($)
2022 ($)
2021 ($)
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders of Azalea
Consulting Pty Ltd)
Corporate
administration services
41,100
75,350 -
6,850
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders of Azalea
Corporate Services Pty
Ltd)
Corporate
administration services
66,000
75,350
-
- -
-
Winton Willesee & Erlyn
Dawson (Directors and
Shareholders
of
Valle
Corporate Pty Ltd)
Bookkeeping and
accounting services
7,813 7,967 -
805
Total
114,913
83,317 -
7,655
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 61
29.
PARENT ENTITY INFORMATION
The following details information related to the Parent Entity, New Zealand Coastal Seafoods Limited, as at 30
June 2022. The information presented here has been prepared using consistent accounting policies as presented
in Note 1.
30 June 2022 ($)
30 June 2021 ($)
Current assets
616,375
2,401,499
Total Assets
616,375
2,401,499
Current liabilities
107,163
105,495
Total Liabilities
107,163
105,495
Net Assets
509,212
2,296,004
Loss for the year
(979,207)
(1,255,852)
Other comprehensive profit/(loss) for the year
-
-
Total Comprehensive loss for the Year
(979,207)
(1,255,852)
DIRECTORS’ DECLARATION
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 62
In the opinion of the Directors of New Zealand Coastal Seafoods Ltd (Group):
(a)
the Financial Statements, comprising the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of financial position, consolidated statement of cash
flows, consolidated statement of changes in equity, and Notes set out on pages 26 to 61, are in
accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance, for the financial period ended on that date; and
(ii)
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and Corporations Regulations 2001; and other mandatory professional
reporting requirements.
(b)
the Financial Report also complies with International Financial Reporting Standards as disclosed in Note
1; and
(c)
there are reasonable grounds to believe that the Group 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 the Directors.
Winton Willesee
Non-Executive Chairman
Perth, Western Australia
30 September 2022
Crowe Perth
ABN 96 844 819 235
Level 5 45 St Georges Terrace
Perth WA 6000
PO Box P1213
Perth WA 6844
Australia
Main +61 (8) 9481 1448
Fax +61 (8) 9481 0152
www.crowe.com.au
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation. Liability limited other than for acts or omissions of financial services licensees.
© 2022 Findex (Aust) Pty Ltd
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEW ZEALAND COASTAL
SEAFOODS LTD
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of New Zealand Coastal Seafoods Ltd (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June
2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the financial statements comprising a summary of significant accounting policies and the
Directors’ Declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
(a) Giving a true and fair view of the Group’s financial position at 30 June 2022 and of its financial
performance for the year then ended; and
(b) Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of this report. We are independent of the Group in accordance with the independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 (c) in the financial report which indicates that Group incurred a net loss of
$4,547,221 and had net operating cash outflows of $2,631,769 for the year ended 30 June 2022.
These conditions, along with other matters set forth in Note 1 (c), indicate the existence of a material
uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern,
and whether it will realise its assets and extinguish its liabilities in the normal course of business and
at amounts stated in the financial report. Our opinion is not modified in respect of this matter.
PAGE 63
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. We have determined that there are no key audit
matters to communicate in our report.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the Annual Report, other than the financial statements and our auditor’s
reports thereon. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
Responsibilities of the Director’s for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting, unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit
PAGE 64
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and based on the audit evidence obtained whether a material uncertainty exists related to events
and conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. However, future events or conditions may cause the Group to
cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the group financial report. The
auditor is responsible for the direction, supervision and performance of the group audit. The
auditor remains solely responsible for the audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may be reasonably thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30
June 2022.
In our opinion, the Remuneration Report of New Zealand Coastal Seafoods Ltd for the year ended 30
June 2022 complies with section 300A of the Corporations Act 2001.
PAGE 65
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.
Crowe Perth
Sean McGurk
Partner
30 September 2022
PAGE 66
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 67
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 1 September 2022.
1. Quotation
Listed securities in New Zealand Coastal Seafoods Limited are quoted on the Australian Securities Exchange
under ASX code NZS (Fully Paid Ordinary Shares) and the Company’s listed options are quoted under the ASX
code NZSOB (Listed options).
2. Voting Rights
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a)
at a meeting of members or classes of members each member entitled to vote may vote in
person or by proxy or by attorney; and
(b)
on a show of hands, every person present, who is a member has one vote, and on a poll every
person present in person or by proxy or attorney has one vote for each ordinary share held.
There are no voting rights attached to any Options or Performance Rights on issue.
3. Distribution of Shareholders
i)
Fully Paid Ordinary Shares
Shares Range
Holders
Units
%
1 – 1,000
803
171,107
0.02%
1,001 – 5,000
375
914,024
0.08%
5,001 – 10,000
187
1,522,492
0.14%
10,001 – 100,000
998
43,438,692
3.85%
100,001 and above
863
1,080,958,716
95.91%
Total
3,226
1,127,005,031
100.00%
On 1 September 2022, there were 2,439 holders of unmarketable parcels of less than 125,000 Shares (based on
the closing share price of $0.004).
ii)
Listed Options exercisable at $0.01 on or before 18 July 2025
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
20
2,000,000
1.11%
100,001 and above
73
178,000,000
98.89%
Total
93
180,000,000
100.00%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 68
iii)
Unlisted Options exercisable at $0.06 on or before 5 February 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
11
106,000,0021
100.00%
Total
11
106,000,002
100.00%
1Holders who hold more than 20% of securities are:
White Oak Ridge Capital LLC – 30,870,000 options
iv)
Unlisted Options exercisable at $0.02 on or before 30 June 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
3
5,000,0011
100.00
Total
3
5,000,001
100.00%
1Holders who hold more than 20% of securities are:
Mr Andrew Peti – 3,333,333 options
Mr Robert Wells – 1,111,112 options
v)
Unlisted Options exercisable at $0.04 on or before 30 June 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
3
10,000,0011
100.00
Total
3
10,000,001
100.00%
1Holders who hold more than 20% of securities are:
Mr Andrew Peti – 6,666,667 options
Mr Robert Wells – 2,222,222 options
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 69
vi)
Unlisted Options exercisable at $0.02 on or before 30 June 2024
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
1,650,0001
100.00
Total
1
1,650,000
100.00%
1Held by Mr Peter Fletcher
vii)
Unlisted Options exercisable at $0.04 on or before 30 June 2024
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
3,350,0001
100.00
Total
1
3,350,000
100.00%
1Held by Mr Peter Fletcher
viii)
Unlisted Options exercisable at $0.035 on or before 9 March 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
2
5,000,0001
100.00%
Total
2
5,000,000
100.00%
1Holders who hold more than 20% of securities are:
Evan Hayes – 2,500,000 options
Nathan Maxwell-McGinn – 2,500,000 options
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 70
ix)
Class A Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
3
15,750,0001
100.00%
Total
3
15,750,000
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Winton Willesee – 6,750,000 performance
rights
Cataldo Miccio – 4,500,000 performance rights
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Erlyn Dawson – 4,500,000 performance
rights
x)
Class B Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
3
15,750,0001
100.00%
Total
3
15,750,000
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Winton Willesee – 6,750,000 performance
rights
Cataldo Miccio – 4,500,000 performance rights
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Erlyn Dawson – 4,500,000 performance
rights
xi)
Class C Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
2,000,0001
100.00
Total
1
2,000,000
100.00%
1Held by Mr Andrew Peti
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 71
4. Substantial Shareholders
The names of the substantial shareholders listed on the Company’s register as at 1 September 2022:
Name: Alexander Trading Corporation Limited
Holder of: 52,786,730 fully paid ordinary shares, representing 6.38% as at 28 July 2021
Notice Received: 28 July 2021
Name: Cataldo Miccio
Holder of: 52,786,730 fully paid ordinary shares, representing 6.38% as at 28 July 2021
Notice Received: 28 July 2021
Name: Peter James Win
Holder of: 54,505,080 fully paid ordinary shares, representing 6.59% as at 12 July 2021
Notice Received: 12 July 2021
5. Restricted Securities
There are no restricted securities listed on the Company’s register as at 1 September 2022.
6. On market buy-back
There is currently no on market buy back in place.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 72
7. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s NZS Fully Paid Ordinary Shares as at 1 September 2022 are
as follows:
Name
No. of Shares
%
1
Mr Cataldo Miccio
58,918,240
5.23%
2
Mr Peter James Win
56,786,730
5.04%
3
Alexander Trading Corporation Limited
52,786,730
4.68%
4
10 Bolivianos Pty Ltd
50,386,000
4.47%
5
Sandhurst Trustees Ltd
36,581,806
3.25%
6
Custodial Services Limited
28,451,326
2.52%
7
Sharesies Nominee Limited
18,059,714
1.60%
8
Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
15,109,830
1.34%
9
Mr Waldemar Wawrzyniuk & Ms Lia Wawrzyniuk
15,000,000
1.33%
10 CS Fourth Nominees Pty Limited
12,585,454
1.12%
11 TT Nicholls Pty Ltd
11,250,000
1.00%
12 Rojul Nominees Pty Ltd
11,000,000
0.98%
13 Tag Investments Australia Pty Ltd
10,000,000
0.89%
13 Mr Noel Russell Cameron & Dr Belinda Caroline Goad
10,000,000
0.89%
13 Davsam Pty Ltd
10,000,000
0.89%
13 Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
10,000,000
0.89%
13 Mr Peter James Win
10,000,000
0.89%
13 Kovi G Investments Pty Ltd
10,000,000
0.89%
14 Mr Christopher Lawrence Wilson
9,448,868
0.84%
15 Chincherinchee Nominees Pty Ltd
8,500,000
0.75%
16 Mr Chang Yuan Chen
8,334,747
0.74%
17 Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
8,018,000
0.71%
18 Mr Nhan Pham
8,000,000
0.71%
19 Mr Andrei Kalugin
7,635,100
0.68%
20 Dr William Gladstone Burn
7,500,000
0.67%
Total
484,352,545
42.98%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 73
8. Twenty Largest Listed Option Holders – NZSOB ($0.01, 18/07/2025)
The twenty largest option holders of the Company’s Listed Options as at 1 September 2022 are as follows:
Name
No. of
Options
%
1
Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
15,000,000
8.33%
2
Mr Ali Mohammed Parvez Ukani
13,000,000
7.22%
3
Rojul Nominees Pty Ltd
10,500,000
5.83%
4
Mr MD Muntasir Billah
10,200,000
5.67%
5
Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
7,500,000
4.17%
6
Mr Peter James Win
7,000,000
3.89%
7
Shanto Pty Ltd
6,000,001
3.33%
8
Mr Conor Daley
5,500,000
3.06%
9
Mr MD Akram Uddin
5,000,005
2.78%
10
Mr Nhan Huu Nguyen
5,000,000
2.78%
10
Mr Kevin Daniel Leary & Mrs Helen Patricia Leary
5,000,000
2.78%
10
Davsam Pty Ltd
5,000,000
2.78%
11
Equity Trustees Superannuation Limited
4,300,000
2.39%
12
Mr Nhan Pham
4,000,000
2.22%
12
Mr Jacob Allen John Prout
4,000,000
2.22%
13
Mr Cataldo Miccio
3,000,000
1.67%
13
TT Nicholls Pty Ltd
3,000,000
1.67%
13
Chincherinchee Nominees Pty Ltd
3,000,000
1.67%
13
BVB Custodian Pty Ltd
3,000,000
1.67%
14
10 Bolivianos Pty Ltd
2,875,000
1.60%
15
Mrs Kathryn Valerie Van Der Zwan
2,500,000
1.39%
15
Mr Noel Russell Cameron & Dr Belinda Caroline Goad
2,500,000
1.39%
15
Zywiec Investments Pty Ltd
2,500,000
1.39%
15
PKT Springbrook Pty Ltd
2,500,000
1.39%
15
Irwin Biotech Nominees Pty Ltd
2,500,000
1.39%
16
Mr Dung Son Tran
2,000,000
1.11%
16
Chancery Holdings Pty Ltd
2,000,000
1.11%
16
Deranne Pty Ltd
2,000,000
1.11%
16
Mr Maxwell John Fleay
2,000,000
1.11%
16
Mr Todd Robert Pearson
2,000,000
1.11%
17
Mr Darryl Gregor Abotomey
1,500,000
0.83%
17
P&E Quade Pty Ltd
1,500,000
0.83%
17
Simmo Enterprises Pty Ltd
1,500,000
0.83%
17
Lennox Investments Pty Ltd
1,500,000
0.83%
18
Mr MD Akram Uddin
1,430,820
0.79%
19
Mr Dean Kavanagh
1,250,000
0.69%
19
Mr Alexander Naum
1,250,000
0.69%
20
Mr Arjun Paramasivam
1,000,000
0.56%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2022
PAGE 74
20
Mr Matthew Stuart Dixon
1,000,000
0.56%
20
Mr Mehmet Unal
1,000,000
0.56%
20
Klinj Pty Ltd
1,000,000
0.56%
20
Mr Anthony Evan George Fiedler & Mrs Raeleen Joane
Fiedler
1,000,000
0.56%
20
Ms Chitty Chiu
1,000,000
0.56%
20
Ms Nicole Renae Prout
1,000,000
0.56%
20
Mr Wayne Cheng & Ms Chitty Chiu
1,000,000
0.56%
20
Safinia Pty Ltd
1,000,000
0.56%
20
Kli Pty Ltd
1,000,000
0.56%
20
Mr Wei Qian
1,000,000
0.56%
20
ZNS Hodling Pty Ltd
1,000,000
0.56%
20
Mr John Walters & Ms Bernadette Parker
1,000,000
0.56%
20
Mr Xin Fang & Mrs Qiuyi Lin
1,000,000
0.56%
Total
168,305,826
93.50%